UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)
þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
For the fiscal year ended December 31, 2010
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) ~~OFTHE~~OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _________
For the transition period from to

Commission file number: 0-~~53347~~58513

~~Alchemical~~Advanced Water Technology ~~Capital~~Holdings, ~~Corp~~Inc.

(Exact name of registrant as specified in its charter)

Florida		26-2814324
Delaware		26-2814324
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~1560 Calais~~1001 Bayhill Drive, 2nd Floor

~~Miami~~San Bruno, California ~~Florida 33141~~94066

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (~~831~~650) ~~325~~ 438-~~4194~~0928

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, no$.0001 par value

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x

Non-accelerated filer Smaller reporting company x

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o

~~There were no shares of the registrant’s Common Stock held by non-affiliates on March 19, 2010.~~ On March 191, ~~2010~~2011, there were 3 6,~~000~~750,000 shares of the registrant’s Common Stock issued and outstanding ~~and~~with 6,687,500 shares held by ~~two~~ one (21) ~~shareholders~~ shareholder deemed to be ~~affiliates~~an affiliate of the registrant within the meaning of Rule 12b-2 under the Exchange Act. The balance of 67,500 shares was held by (2) two shareholders who are not affiliates.

~~Index~~2

~~Alchemical Capital~~Advanced ~~Corp~~Water Technology Holdings, Inc.

FORM 10-K

For The Fiscal Year Ended December 31, ~~2009~~2010

INDEX *

		Page
PART I
Item 1.	Business	34
Item 1A.	Risk Factors	126
Item 1B.	Unresolved Staff Comments	12
Item 2.	Properties	12
Item 3.	Legal Proceedings	12
Item 4.	Submission of Matters to a Vote of Security Holders	12
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	13
Item 6.	Selected Financial Data	1413
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	19
Item 8.	Financial Statements and Supplementary Data	20
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2930
Item 9A.	Controls and Procedures	2930
Item 9B.	Other Information	3031
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	3132
Item 11.	Executive Compensation	3233
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3435
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3536
Item 14.	Principal Accounting Fees and Services	36
PART IV
Item 15.	Exhibits and Financial Statement Schedules	36
	Signatures	37

Explanatory Notes

In this Annual Report on Form 10-K, Advanced ~~Alchemical~~Water ~~Capital~~Technology ~~Corp~~Holdings, Inc. is sometimes referred to as the “AWTH”, “Company”, “we”, “our” or “us” and U.S. Securities and Exchange Commission is sometimes referred to as the “SEC”.

~~- 2 -~~3

Index

PART I

Item 1. Business.

General

~~Alchemical Capital~~Advanced ~~Corp~~Water Technology Holdings, Inc. ~~was~~(“AWTH”) was incorporated under the laws of the State of Florida on June 16, 2008 under the name of Alchemical Capital Corp, Inc. and subsequently re-domiciled in Delaware and renamed Advanced Water Technology Holdings, Inc. on November 24, 2010. We are a developmental stage company and have no revenues to date. ~~Since~~ ~~inception~~From 2008 through April, ~~our~~2010, Company activities ~~have~~were ~~been~~ limited to actions related to ~~our~~ organization and the preparation of a registration statement on Form 10 (the “Registration Statement”). We are a “shell” ~~company~~ company conducting no current business operations,. ~~other~~Since ~~than~~September, 2010 our efforts have focused on seeking to ~~seek~~identify ~~merger~~and acquire ~~partners~~companies or(“Target ~~acquisition~~Businesses”) ~~candidates.~~with non-chemical water related technology solutions in the global water processing, recycling, treatment, purification and disinfection market focusing on both the North American and key emerging Asian markets. We have no full-time employees and neither own nor lease any real estate nor vehicles.

We ~~were created~~are authorized to ~~effect~~issue ~~a merger~~75,000,000 ~~exchange~~shares of ~~capital~~common stock, ~~asset acquisition or other similar business combination , including being used as a vehicle for a reverse merger acquisition~~ (~~a “Business Combination”) with an operating or development stage business (~~the “~~Target~~Common ~~Business~~Stock”) ~~which desires to utilize our status as a reporting corporation under the Securities Exchange Act of 1934~~, ~~as amended~~and ~~(the “Exchange Act”). We are authorized to issue 100~~25,000,000 shares of ~~common~~ ~~stock~~Preferred Stock ( the “~~Common~~Preferred Stock”), pursuant the Articles of Incorporation of the Company, of which 36,~~000~~750,000 shares of common stock are currently issued and outstanding. We have a current shareholder base consisting of ~~two~~three (23) shareholders. The parent of AWTH known as Advanced Water Technologies, Inc, owns 6,682,500 of the outstanding shares or 99%. None of the shares of Common Stock issued to such ~~shareholder~~shareholders have been registered under the Securities Act of 1933, as amended (the “Securities Act”). See “Description of Securities”. We intend to seek ~~provide~~potential ~~shareholders~~business ~~with~~opportunities ~~complete~~and ~~disclosure concerning~~effectuate aacquisitions, ~~target~~mergers, ~~company~~exchanges ~~and~~of ~~its~~capital ~~business~~stock, ~~including~~or ~~audited~~acquisition ~~financial~~of stock ~~statements,~~or ~~prior~~assets tofor ~~any~~cash ~~merger~~and orsecurities ~~acquisition. Further~~(“Acquisitions”) of Target Businesses with growth potential which, wein ~~will~~the ~~not~~opinion ~~enter~~could ~~into~~provide ~~any~~a ~~Business~~return ~~Combination~~on ~~until~~investment to our shareholders in the ~~Target~~form ~~Business~~of ~~has~~cash ~~obtained~~compensation and/or the potential for capital appreciation ~~requisite~~in ~~audited~~the ~~financial~~form ~~statements~~of ~~required~~continuing toequity beownership. ~~included~~Our efforts in aidentifying ~~report~~prospective ~~on Form~~Target ~~8-K~~Businesses are expected to beinclude ~~filed~~businesses in bythe usUnited ~~with~~States ~~the~~and ~~Securities~~abroad as described above in non-chemical related water technology. Our officers and ~~Exchange~~employees ~~Commission~~when ~~(“SEC")~~hired ~~pursuant~~will tobecome ~~the~~involved ~~requirements~~in management of ~~Form~~the ~~8-K~~Target Business and/or ~~the~~will ~~Exchange~~hire ~~Act~~qualified ~~and~~but ~~the~~as ~~applicable~~yet unidentified individuals to help ~~rules~~manage ~~and~~such ~~regulations~~Target ~~thereunder~~Business. There are no acquisitions, business combinations, or mergers pending or which have occurred involving the Company. Presently, we have no agreements to acquire or merge with any specific business or company.

WeGoing ~~intend to~~Concern seek potential business opportunities and effectuate a Business Combination with a Target Business with growth potential which, in the opinion of our sole officer and director, could provide a return on investment to our shareholders in the form of cash compensation and/or the potential for capital appreciation in the form of continuing equity ownership. Our efforts in identifying prospective Target Businesses are expected to include businesses in the United States and abroad. While we may, under certain circumstances, seek to effect Business Combinations with more than one Target Business, as a result of our limited resources, we will, in all likelihood, have the ability to effect only a single Business Combination. We may effect a Business Combination with a Target Business which may be financially unstable or in its early stages of development or growth. We will not restrict our search to any specific business, industry or geographical location, and we may participate in a business venture of virtually any kind or nature. Our sole officer and director may become involved in management of the Target Business and/or may hire qualified but as yet unidentified individuals to manage such Target Business. There are no acquisitions, business combinations, or mergers pending or which have occurred involving the Company. Presently, we have no plans, proposals, agreements, understandings or arrangements of any kind or nature whatsoever to acquire or merge with any specific business or company, and we have not identified any specific business or company for investigation and evaluation.

~~Going~~Our ~~Concern~~financial statements have been prepared on the basis of accounting principles applicable to a going concern. As a result, they do not include adjustments that would be necessary if we were unable to continue as a going concern and would therefore be obligated to realize assets and discharge our liabilities other than in the normal course of operations. As reflected in the accompanying financial statements, the Company is in the development stage with no operations or revenues and has an accumulated deficit of $ (43,676) through December 31, 2010. This raises substantial doubt about our ability to continue as a going concern, as expressed by our auditors in its opinion on our financial statements included in this report. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.

~~Our financial~~We ~~statements~~ have ~~been~~not ~~prepared~~yet onestablished ~~the~~any ~~basis~~source of ~~accounting~~revenues ~~principles applicable~~sufficient to ~~a going concern. As a result, they do not include adjustments that~~ ~~would~~cover beour ~~necessary~~operating ifcosts weand ~~were~~allow ~~unable~~us to continue as a going concern ~~and~~other ~~would therefore~~than beloans ~~obligated~~from time to ~~realize~~time ~~assets~~by ~~and~~the ~~discharge~~parent ~~our liabilities other~~company ~~than~~AWT inor the ~~normal~~Chairman ~~course~~ of ~~operations. As reflected in~~ the ~~accompanying~~ ~~financial~~Board, ~~statements~~President, ~~the~~Secretary, ~~Company~~Treasurer isand inCEO ~~the~~of ~~development~~AWTH ~~stage~~Basilio ~~with no~~Chen. Our ~~operations~~ability orto ~~revenues~~continue ~~and~~as a ~~has~~going anconcern ~~accumulated~~is ~~deficit~~dependent ofon ~~$(30,206)~~us ~~through December~~obtaining ~~31,~~adequate ~~2009.~~capital ~~This~~or ~~raises~~loans ~~substantial~~to ~~doubt~~fund ~~about~~operating ~~our~~losses ~~ability~~until towe ~~continue~~become profitable. If aswe aare ~~going~~unable ~~concern,~~to asobtain ~~expressed~~adequate bycapital ~~our~~or ~~auditors~~loans, inwe ~~its~~could ~~opinion~~be onforced ~~our~~to ~~financial statements~~cease ~~included~~operations. There incan ~~this~~be ~~report.~~no ~~The~~assurance ~~ability~~that we ofwill ~~the~~operate ~~Company~~at toa ~~continue~~profit asor ~~a going~~additional ~~concern~~debt isor ~~dependent~~equity onfinancing ~~the~~will ~~Company’s~~be ~~ability~~available, toor ~~raise~~if ~~additional~~available, ~~capital and~~can ~~implement~~be ~~its~~obtained ~~business~~on ~~plan~~satisfactory terms.

~~- 3 -~~4

~~Index~~“Shell” Corporation

WeOur ~~have not~~discussion ~~yet established any source~~ of ~~revenues~~the ~~sufficient~~proposed tobusiness ~~cover our operating~~under ~~costs~~this caption and ~~allow~~throughout usthis toReport ~~continue~~is aspurposefully ageneral ~~going~~and ~~concern. Our ability to continue as a going concern~~ is ~~dependent~~not onmeant ~~us obtaining adequate capital or loans~~ to ~~fund~~ ~~operating~~restrict ~~losses~~our ~~until~~virtually weunlimited ~~become profitable. If we are unable to~~discretion ~~obtain adequate capital or loans, we could be forced~~ to ~~cease~~search ~~operations. There~~for ~~can~~and beenter nointo ~~assurance~~potential ~~that~~business weopportunities ~~will~~in ~~operate~~the atwater atechnology ~~profit or additional debt or equity financing will be available, or if available, can be obtained on satisfactory terms~~industry.

~~“Shell” Corporation~~Background

~~Our discussion~~We ofhave ~~the~~conducted ~~proposed~~no business ~~under~~operations ~~this~~to ~~caption~~date and ~~throughout~~expect ~~this~~to conduct ~~Report~~none isin ~~purposefully~~the ~~general~~future, ~~and~~other isthan ~~not~~our ~~meant~~efforts to ~~restrict~~effectuate ~~our~~acquisitions. ~~virtually~~We, therefore, can be characterized as a “shell” ~~unlimited~~corporation. ~~discretion~~As a “shell” corporation, we face risks inherent in the investigation, acquisition, or involvement in a new business opportunity. Further, as a “development stage” or “start-up” company, we face all of the unforeseen costs, expenses, problems, and difficulties related to ~~search~~such companies, including whether we will continue to be a going concern entity for the foreseeable future. We are dependent upon the efforts of our officers and ~~enter~~consultants ~~into~~to ~~potential~~effectuate ~~business~~a Business ~~opportunities~~Acquisition.

~~Background~~No trading market in our securities presently exists and we have no plans on registering any securities under the Securities Act or state blue sky laws for the foreseeable future. It is not likely that a trading market will be created in our securities until such time as Acquisitions of Target Businesses occur. No assurances are given that subsequent to such acquisitions occur that a trading market in our securities will develop, or, if such a trading market is developed, that it can be maintained with liquidity. We presently have 75,000,000 shares of Common Stock authorized and 25,000,000 shares of Preferred Stock, of which 6,750,000 of common stock are currently issued and outstanding. None of these outstanding shares have been registered under the Securities Act, and all of which are deemed to be “restricted securities”, as that term is defined under Rule 144 promulgated under the Securities Act. These shares cannot be resold under Rule 144 but must be registered under the Securities Act. As of the date hereof, we have not provided to any shareholder registration rights to register under the Securities Act any shares of Common Stock of the Company

WeIndustry ~~have conducted no business operations to date~~ and ~~expect~~Target ~~to conduct none in the future, other than our efforts to effectuate a~~ Business Combination. We, therefore, can be characterized as a “shell” corporation. As a “shell” corporation, we face risks inherent in the investigation, acquisition, or involvement in a new business opportunity. Further, as a “development stage” or “start-up” company, we face all of the unforeseen costs, expenses, problems, and difficulties related to such companies, including whether we will continue to be a going concern entity for the foreseeable future. We are dependent upon the efforts of our sole officer and director to effectuate a Business Combination.

~~Due~~We ~~to our limited capital resources, the consummation of a Business Combination~~ will ~~likely~~ ~~involve~~seek ~~the acquisition of, or merger or consolidation with, a company that may or may not need substantial additional capital, and also desires~~ to ~~establish~~ aacquire ~~public~~Target ~~trading~~Businesses ~~market~~in ~~for its shares of capital stock, while avoiding what it might deem to be~~ the ~~adverse~~non-chemical ~~consequences of undertaking a~~water ~~public~~technology ~~offering itself, such as the time delays and significant expenses incurred to comply with the various Federal and state securities laws that regulate initial public offerings~~market. ~~A Target Business might desire, among other reasons, to~~

·To ~~create~~date, awe ~~public~~have ~~market~~not ~~for~~selected ~~shares~~any ofparticular ~~capital~~Target ~~stock~~Business in which ~~order~~ to ~~enhance~~concentrate ~~liquidity~~our ~~for~~Acquisition ~~shareholders~~efforts. Accordingly, we are only able to make general disclosures concerning the risks and hazards of effectuating a transaction with a Target Business.

·To ~~facilitate~~the ~~raising~~extent ~~capital~~that ~~through~~we effect an Acquisition with a financially unstable company or an entity in its early stage of development or growth (including entities without established records of sales or earnings), we will become subject to numerous risks and uncertainties inherent in the ~~private~~business ~~into~~and ~~public~~operations ~~sale~~of financially unstable and early stage or potential emerging growth companies. In addition, to the extent that we effect an Acquisition even one with stable earnings history being in an industry characterized by a high level of ~~securities~~risk, ~~commonly~~we ~~referred~~will become subject to asthe currently unascertainable risks of the water industry. . Although we will endeavor to evaluate the risks inherent in a ~~“PIPE”~~particular ~~transaction~~Target Business, there can be no assurances that we will properly ascertain or assess all significant risk factors.

·The ~~facilitate~~Company's ~~raising~~objective ~~capital~~is ~~through~~to ~~the~~become ~~public~~a ~~sale~~provider and innovator of Point ~~securities~~of Use (“POU”) and Point of ~~which~~Entry (“POE”) water-related technology solutions in the ~~existence~~global ofwater processing, atreatment, ~~public~~recycling and disinfection market, ~~for~~focusing on key emerging markets and non-chemical technology such ~~securities~~as ozone, ~~may~~ultraviolet ~~exist~~(UV), reverse osmosis, ultra filtration and~~/or~~ atmospheric generation. The Company seeks to achieve this objective through acquiring businesses in the United States, Canada and even Europe with proven technology , integrating sales and marketing efforts, expanding distribution channels , reducing general and administrative costs and creating a market basket of water related solutions to customers. In addition to expanding it’s presence in the US marketplace, the Company will focus on developing a product and services distribution channel in emerging markets, with initial emphasis on China. The Company plans to become an innovator of new technologies and applications to augment its position as an aspiring industry leader.

~~· acquire additional assets through the issuance of securities rather than for cash.~~5

~~No trading~~Acquisition ~~market in our securities presently exists~~ and weIntegration ~~have no plans on registering any securities under the Securities Act or state blue sky laws for the foreseeable future~~Strategy. InThrough ~~light~~its ~~of the restrictions concerning shell companies~~acquisition ~~contained~~strategy, ~~in many state blue sky laws and~~ the ~~regulations~~Company ~~thereunder,~~plans ~~it is not likely that a trading market will be created in our securities until such time as a Business Combination occurs with a Target Business. No assurances are given that subsequent~~ to ~~such a Business Combination that a trading market in our securities will develop~~acquire, orintegrate, ifand ~~such~~consolidate aselect ~~trading~~target ~~market is developed~~companies, ~~that~~providing itthe ~~can be~~Company ~~maintained~~ with ~~liquidity. We presently have 100,000,000 shares of Common~~additional ~~Stock~~competitive ~~authorized,~~products ~~of which 3,000,000 are currently issued~~ and ~~outstanding.~~services ~~None of~~readily ~~these~~available ~~outstanding~~in ~~shares have been registered under~~ the ~~Securities~~U.S. ~~Act~~and, ~~and all~~as ~~of which are deemed to be “restricted securities”~~appropriate, asother ~~that~~geographies. ~~term~~The isCompany's ~~defined~~acquisition ~~under~~strategy ~~Rule~~is ~~144~~based ~~promulgated~~on ~~under~~ the ~~Securities~~following ~~Act,~~elements: ~~because such shares were issued in~~ (a) ~~private placement transaction to one “accredited investor” not involving a public offering. As of~~ the ~~date~~ability ~~hereof, we have not provided~~ to ~~any~~ ~~shareholder~~identify ~~registration~~and ~~rights~~acquire toleading ~~register~~technologies; ~~under~~and ~~the~~(b) ~~Securities Act any~~implementation ~~shares~~ of ~~Common~~an ~~Stock~~efficient ofprogram ~~the~~to ~~Company.~~move ~~See~~prospects ~~“Market~~through ~~Price~~lead ofgeneration, ~~and~~negotiation, ~~Dividends~~consummation ~~on the Registrant's Common Equity~~ and ~~Related Shareholder Matters”.~~integration;

WeThe ~~cannot estimate~~Company ~~the~~plans ~~time that it will take~~ to ~~effectuate~~execute aits ~~Business~~acquisition ~~Combination.~~strategy Itby initially ~~could~~targeting becompanies ~~time consuming; possibly~~ in ~~excess~~the ofUS ~~many~~and ~~months~~Canada orand ~~years. Additionally,~~then nofollowing ~~assurance~~up ~~can~~with beinternational ~~made~~acquisitions ~~that~~of wecompanies ~~will~~with bemarket ~~able~~share ~~to effectuate a~~in ~~Business~~China. ~~Combination~~In onthe ~~favorable terms~~future, ~~or,~~the ifCompany ~~such~~may aalso ~~Business~~consider ~~Combination~~acquisitions ~~can be~~of ~~effected~~companies atin ~~all~~other geographies. WeExamples ~~might~~of ~~identify~~areas ~~and effectuate a Business Combination with~~currently abeing ~~Target~~explored ~~Business~~include ~~which~~turnkey ~~proves~~system tointegration ~~be unsuccessful~~ for ~~any~~industrial ~~number~~water ofprocessing ~~reasons, many~~including ofground ~~which~~water ~~are~~treatment, ~~due to the fact that the Target Business is not identified at~~wastewater ~~this~~treatment, ~~time.~~soil ~~If this occurs~~remediation, ~~the Company~~ and ~~its shareholders~~water ~~might not realize any type of profit~~conservation.

-The 4Company expects to use a combination of cash, debt (including -seller financing) and equity to acquire companies, and to incentivize the managers of these companies through participation in the Company's equity plan. Various types of debt and equity capital will be necessary to implement the acquisition strategy. The Company expects to seek funding from equity investors and from other sources, including, among others, traditional bank financing, and seller financing.

~~Index~~Management and Advisory Team. The Company's operations model is intended to make the firm scalable, diversifiable and maintainable as it grows through acquisition. A significant component of this model is the Company's program for developing an effective distributed management structure. The Company has focused initially on hiring management and consultants to drive its growth. The Company currently has no full time paid employees. We intend to add professionals and support staff that have relevant industry experience and are expected to provide the human capital needed to expand the Company's development, operations, sales and marketing and distribution capabilities.

~~There~~No ~~are relatively~~Previous ~~low~~Operating ~~barriers~~History. The toCompany ~~becoming~~was aformed ~~blank~~on ~~check~~June ~~company~~16, or2008 ~~shell~~and ~~company.~~only ~~A newly~~since ~~incorporated~~October, ~~company~~2010 ~~with~~has abeen ~~single~~involved ~~stockholder~~in ~~and~~the ~~sole~~water ~~officer~~technology ~~and director~~market ~~may~~to ~~become~~the aextent of ~~blank~~seeking ~~check~~acquisition orcandidates. ~~shell~~Because ~~company by voluntarily subjecting itself to~~ the ~~SEC~~Company ~~reporting~~has ~~requirements~~been byoperating ~~filing~~for ~~and~~a ~~seeking~~relatively ~~effectiveness~~short period of a ~~Form 10~~time, ~~thereby~~it ~~registering~~has ~~its~~not ~~common~~produced a ~~stock~~profit. ~~pursuant~~There tois ~~Section~~no ~~12(g)~~assurance ofthat ~~the Securities~~it ~~Act~~will ofever ~~1934~~produce ~~with~~a ~~the SEC~~profit. AThere ~~Form~~have 10been ~~registration~~only ~~statement~~limited ~~goes effective~~development bystage ~~lapse~~organizational efforts ofand ~~time~~no 60operations ~~days~~or ~~after~~revenues. ~~the~~As ~~original~~a ~~filing~~new ~~date~~enterprise, ~~pursuant~~it ~~to Section~~is ~~12(g)(1)~~likely ofto ~~the~~be ~~Exchange~~subject ~~Act~~to ~~and,~~risks ~~upon~~its ~~the~~management ~~expiration~~has ofnot ~~this~~anticipated. The 60business ~~day time~~will ~~period~~fail, ~~a registrant~~if ~~will~~management beis ~~subject~~unable to secure sales of the ~~reporting~~initial ~~requirements under~~products in the ~~Exchange~~Asia Pacific ~~Act~~market ~~and~~or acquire the ~~registration~~targeted ~~statement~~acquisitions isand ~~automatically~~do ~~deemed effective.~~so ~~The~~as ~~relative~~expected ~~ease~~and when expected, and ~~low~~then ~~cost~~the ~~with~~Investors ~~which~~will suffer a ~~company~~complete ~~can~~loss ~~become~~of ~~a blank~~their ~~check~~investment. orEven ~~shell~~after ~~company~~the ~~can~~development ~~increase~~of ~~the~~Asia ~~already~~Pacific ~~highly~~distribution ~~competitive~~network ~~market~~and consummation of acquisitions, ~~for~~management ais ~~limited~~still ~~number~~required ofto ~~businesses~~successfully ~~that~~manage ~~will~~the ~~consummate~~operations ato ~~successful~~avoid ~~business combination~~failure.

~~Unspecified~~No Assurance of Success. New businesses typically experience ~~Industry~~a high rate of failure within the first two years of business and ~~Target~~the ~~Business~~success of the Company is dependent upon a variety of factors and its ongoing success in general is subject to uncertainties and contingencies beyond the control of the Company. No assurance can be given that that the Company’s business operations or strategy will be successful or that future results anticipated herein or in any other document in connection with this Offering, will be successful and any investment made herein would be lost in its entirety.

WeManagement ~~will~~has Limited Experience in the Water Industry. The Company's ~~seek~~management tohas ~~acquire~~little experience in the water industry. As a ~~Target~~result, ~~Business~~the ~~without~~Company ~~limiting~~will ~~ourselves~~depend toon athe ~~particular~~experience of consultants and ~~industry~~additional personnel, some of whom may be added through acquisition of other companies. InThere ~~seeking~~can abe ~~Target~~no ~~Business,~~assurance wethat the Company will ~~consider,~~be ~~without~~able ~~limitation~~to obtain and maintain expert capabilities in the water industry, and any failure to do so would have a material adverse ~~businesses~~effect ~~which~~on the Company's business.

(i) offer or provide services or develop, manufacture or distribute goods in the United States or abroad, including, without limiting the generality of the foregoing, in the following areas: technology; real estate; health care; health products; educational services; environmental services; consumer-related products and services (including amusement, entertainment, video games, gaming and/or recreational services); personal care services; voice and data information processing; and telecommunication equipment manufacturers or6

~~(ii)~~The ~~are~~Company’s Parent owns 99% of the Outstanding Voting ~~engaged~~Securities. inCurrently, ~~wholesale~~Basilio Chen, Chief Executive Officer, President, Treasurer, Secretary and Chairman of the Board of Directors of the Company, through the majority shareholder, AWT, owns or ~~retail~~controls, ~~distribution~~approximately restricted shares of Common Stock, of the shares of Common Stock issued and outstanding of AWT, As a result, Mr. Chen and the management, collectively, control over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership limits the power to exercise control by the minority, public shareholders and enables insiders to control almost all aspects of corporate affairs, including approving or blocking mergers and acquisitions. The Company is largely dependent upon the personal efforts and abilities of Basilio Chen, Chief Executive Officer, President, Secretary, Treasurer and Chairman of the Board of Directors, to implement the business plan. The loss of the services of Mr. Chen may be fatal in the start-up phase of the Company. The Company will need to continue to attract quality management, employees and consultants to successfully implement the business and help operate the Company as its operations may grow. The Company also expects to rely on the efforts of various ~~products~~consultants and contractors. There can be no assurance that the Company will be able to attract and retain management and other talent it may require. Failure to obtain and retain such personnel will adversely affect its business and performance.

ToAmended ~~date,~~and Restated Articles weof ~~have~~Incorporation ~~not~~provide ~~selected~~for ~~any~~Indemnification ~~particular~~and ~~industry~~Exculpation orof ~~any~~Officers ~~Target~~and ~~Business~~Directors inand ~~which~~limit their liability. The Management is accountable to the Company as a fiduciary and consequently must exercise good faith and integrity in handling its affairs and ~~concentrate~~the ~~our~~Company ~~Business~~is ~~Combination~~obligated ~~efforts~~to indemnify and defend its officers and directors against certain claims. ~~Accordingly~~The Company’s Amended and Restated Articles of Incorporation, weand ~~are~~applicable ~~only~~Delaware ~~able~~law, provide for the indemnification of directors, officers, employees and agents, and under certain circumstances against attorney's fees and other expenses incurred in litigation to which they become a party arising from their association with or activities on the Company’s behalf. The ~~make~~By-Laws ~~general~~also ~~disclosures~~contain ~~concerning~~an exculpation provision that the ~~risks~~Company will indemnify and ~~hazards~~hold management harmless for any claim arising from any act or omission to act on behalf of ~~effectuating~~the aCompany provided such act or omission does not involve the fraud, gross negligence ~~Business~~or ~~Combination~~malfeasance ~~with~~of the management. As a ~~Target~~result, ~~Business~~the ~~since~~Company ~~there~~and isthe ~~presently~~Shareholders nomay ~~current~~have more limited rights against management, ~~basis~~its ~~for~~affiliates, usall employees and agents of the Company than they would otherwise have under common law and, furthermore, may be obligated to ~~evaluate~~fund the ~~possible~~defense ~~merits~~of ormanagement, ~~risks~~its affiliates, and all employees and agents of the ~~Target~~Company ~~Business~~in orcertain cases. We have obtained directors' and officers' liability insurance to cover potential risks and liabilities. In the current environment, insurance companies are increasingly particular ~~industry~~about inwhat ~~which~~they wewill ~~may~~and ~~ultimately~~will ~~operate~~not insure. It ~~Any~~is ~~Target~~possible ~~Business~~ that isthe ~~selected~~Company ~~will~~may benot ~~required~~have enough insurance to ~~have~~meet ~~audited~~its ~~financial~~needs, ~~statements~~or ~~prior~~may have to pay very high prices for continued coverage. If the ~~consummation~~Company ofor its officers or directors were found liable for a ~~Business~~significant ~~Combination~~claim ~~consistent~~in ~~with~~the future, operating results could be negatively impacted. Furthermore, the ~~requirements~~Company has been advised that in the opinion of the SEC, indemnification for liabilities ~~Form~~arising ~~8-K~~under ~~and~~federal securities laws is against public policy as expressed in the ~~Exchange~~Securities Act and is, therefore, unenforceable. In the ~~rules~~event that a claim for indemnification against these types of liabilities, and ~~regulations~~they are not covered under insurance, if ~~thereunder~~such coverage exists, the Company may be obligated to indemnify such liabilities under the indemnification agreement or be subject to legal proceedings over the question of whether the Company is obligated to indemnify against such liabilities. In either case, the resulting obligations may exceed the ability to pay. While the Company does not believe there would liability for claims of indemnification for liabilities under the current indemnification agreements, the mere legal challenge from an indemnitee to determine if indemnification is in fact not available could significantly and adversely affect the company's ability to continue in business.

ToThe ~~the extent~~Company ~~that~~has wegeneral ~~effect~~business aliability ~~Business~~insurance ~~Combination~~but ~~with a financially unstable company~~it ormay anbe ~~entity~~inadequate into ~~its~~cover ~~early~~future ~~stage~~liabilities of ~~development~~the orproposed ~~growth~~business. ~~(including~~The ~~entities without~~Company ~~established~~has ~~records~~standard ofbusiness ~~sales~~liability orinsurance but ~~earnings),~~it we will ~~become~~be ~~subject~~inadequate to ~~numerous~~ ~~risks~~cover ~~and uncertainties inherent in~~ the ~~business~~specific ~~and~~liabilities ~~operations~~faced ~~of financially~~by ~~unstable~~its ~~and~~proposed ~~early~~business ~~stage or potential emerging growth companies~~line. ~~In addition,~~The toCompany ~~the~~may ~~extent~~be ~~that~~unable ~~we effect a Business Combination with a Target~~to ~~Business~~obtain insuch anadditional ~~industry~~insurance ~~characterized~~or bydo aso ~~high~~on ~~level~~affordable ~~of risk, we will become subject to the currently unascertainable risks of that industry~~terms. AnIf ~~extremely high~~additional ~~level~~insurance ofcoverage ~~risk~~with ~~frequently~~affordable ~~characterizes~~terms ~~certain~~is ~~industries~~not ~~which experience~~obtained, ~~rapid~~operating ~~growth.~~results ~~Although~~could ~~our~~be ~~sole~~negatively ~~officer~~impacted ~~and~~if ~~director~~the ~~will~~Company ~~endeavor~~is tofound ~~evaluate the~~liable ~~risks~~for ~~inherent in~~ a ~~particular~~significant ~~industry~~claim orin ~~Target~~the ~~Business, there can be no assurances that we will properly ascertain or assess all significant risk factors~~future.

~~Probable Lack of Business Diversification~~7

AsKey ~~a result~~Man ofLife ~~our~~Insurance. ~~limited~~The ~~resources,~~Company indoes ~~all~~not ~~likelihood, we will~~ have ~~the~~key ~~ability to~~man ~~effect~~life ~~only~~insurance aand ~~single~~may ~~Business~~not ~~Combination.~~have ~~Accordingly,~~sufficient ~~our~~cash ~~prospects~~or ~~for success~~cash ~~will~~flow ~~be entirely dependent upon the future performance of a single business. Unlike certain entities that have the resources~~ to ~~consummate~~replace ~~several Business~~key ~~Combinations~~personnel ~~or entities operating~~ in ~~multiple~~the ~~industries or multiple segments of a single industry~~future, itand issuch ~~highly~~failure ~~unlikely~~may ~~that we will have the~~prove ~~resources~~harmful ~~to diversify our operations~~ or ~~benefit~~fatal ~~from~~to ~~spreading~~its ~~risks or offsetting losses~~business. ~~Our~~The ~~probable~~Company ~~lack of diversification could subject us to numerous economic, competitive and regulatory developments, any or all of which~~ may ~~have~~seek akey ~~material~~man ~~adverse~~life ~~impact~~insurance ~~upon~~on the ~~particular~~lives ~~industry in which we may operate subsequent to consummation~~ of acertain ~~Business~~key ~~Combination.~~personnel ~~The~~in ~~prospects for our success may become dependent upon~~ the ~~development or market acceptance of a~~foreseeable ~~single~~future, orbut ~~limited~~it ~~number~~cannot ofbe ~~products,~~guaranteed ~~processes~~that orsuch ~~services.~~insurance ~~Accordingly,~~will ~~there can~~ be noobtained ~~assurance~~or that the ~~Target~~Company ~~Business~~ will ~~prove~~be able to bemaintain ~~commercially viable~~it.

-Future 5Issuance of Company Stock. The Company intends to -raise capital for acquisitions and working capital by offering its securities, including Common, Preferred Stock or shares of other series of Company stock which may be authorized in the future, This will be done when acquisitions are identified and may do so on terms and conditions, liquidation and voting rights to other classes of Company stock, if any. There are also no restrictions on the ability to authorize and issue new series or classes of stock that can have senior dividend, other distribution, liquidation and voting rights. Investors of the Stock may very well suffer substantial dilution and may face other series or classes of stock that may effectively prevent the investors from realizing any distributions or economic return on the Company’s Stock. He offering of such securities would be through the sale of unregistered securities through Regulation D , Rule 506 to accredited investors.

~~Index~~There is no public market for the Company’s stock. The Company will endeavor to establish a public market for its Securities, however there can be no assurance that a public market will develop in the foreseeable future and a market may never develop. The Securities may never be traded on any national stock exchange or quotation system or, if so traded, may never enjoy a viable or liquid public market. If a public market for the Securities does not develop, investors may not be able to trade the Securities and may lose their entire investment as well as be holding an illiquid investment.

~~Limited Ability~~Risks Related to ~~Evaluate~~the ~~Target~~ Business’ ~~Management~~Plan

~~While~~Significant ~~our ability~~risks relating to ~~successfully~~management ~~effect~~abilities ato ~~Business~~successfully implement ~~Combination~~the ~~will~~business beplan. ~~dependent~~From ~~upon certain~~incorporation ~~key~~to ~~personnel~~date, the ~~future~~Company ~~role~~has ofhad ~~such~~no ~~personnel~~revenue ingenerating ~~the~~operations ~~Target~~upon ~~Business~~which you ~~cannot~~can ~~presently~~evaluate bethe ~~stated~~business ~~with~~and ~~any~~its ~~certainty~~prospects. ~~There~~Prospects ~~can~~must be noconsidered ~~assurance~~in ~~that our~~light ~~sole~~of ~~officer~~the risks, uncertainties, expenses and ~~director~~difficulties frequently ~~will~~encountered ~~remain~~by ~~associated~~companies in ~~any~~their ~~operational~~early ~~capacity with~~stages usof ~~following~~development aand ~~Business~~under ~~Combination~~the current worldwide recession. ~~Moreover~~These risks include, ~~there~~without ~~can~~limitation, becompetition, nothe ~~assurances that~~absence ~~our~~of ~~sole~~ongoing ~~officer~~revenue streams, inexperienced management and ~~director~~lack of brand recognition. It cannot guarantee that the Company will ~~have~~be ~~any~~successful ~~experience~~in oraccomplishing ~~knowledge relating~~its objectives. If management fails to ~~the~~implement ~~operations~~and establish a business and financial base of operations, the ~~particular~~Company ~~Target~~may ~~Business.~~be ~~Furthermore~~forced to cease operations, in which case the Investors ~~although~~will welose ~~intend~~their toentire ~~scrutinize~~investment. ~~the~~While management ~~team~~believes ofthat aprivate ~~prospective~~concerns ~~Target Business~~will invest in ~~connection~~companies, ~~with~~infrastructure ~~evaluating~~and technologies necessary for the ~~desirability~~business ofline ~~effecting~~to asucceed, ~~Business Combination~~they ~~with~~may ~~such~~be ~~Target~~mistaken ~~Business,~~in ~~there~~this ~~can~~assumption, beor nosuch ~~assurances~~investments, ~~that~~if ~~our~~they ~~assessment~~occur, ofmay ~~such~~be ~~management~~made ~~team~~in ~~will~~a ~~prove~~manner tothat bebenefits ~~correct~~other, ~~especially~~more ~~since our~~established ~~sole~~companies ~~officer~~in ~~and~~the ~~director~~industry. isThe Company does not ahave ~~professional~~the funds ~~business~~to ~~analyst~~lobby for government funding at this time. ~~See “Directors,~~Even ~~Executive~~with ~~Officers~~such funding, ~~Promoters~~management ~~and~~may ~~Control~~lack ~~Persons”~~the qualifications or skill sets to win such business.

~~Accordingly, we~~The ~~will~~Company must raise sufficient funding to be ~~completely~~able ~~dependent~~to onimplement the Business Plan. Unless the ~~ability~~Company ofbegins to generate sufficient revenues from the ~~management~~full ~~team~~implementation of the business ~~Target~~plan ~~Business~~to ~~who~~finance ~~are~~operations ~~unidentifiable~~ as ofa ~~the~~going ~~date~~concern, ~~hereof~~it may experience liquidity and solvency problems. InSuch ~~addition,~~liquidity ~~there~~and solvency ~~can~~concerns bemay force the Company to go out of business, if additional financing is not available. Management has no ~~assurances~~intention ~~that~~of liquidating. ~~such~~In ~~future~~the event cash resources are insufficient to continue operations, management ~~team~~intends ~~will~~to ~~have~~raise ~~the~~additional ~~necessary~~capital ~~skills,~~through ~~qualifications~~offerings orand ~~abilities~~sales toof ~~manage~~equity aor ~~public~~debt ~~company~~securities. WeIn ~~may~~the ~~also~~event ~~seek to~~sufficient ~~recruit~~funds ~~additional~~are ~~managers~~unable to ~~supplement~~be raised, the ~~incumbent~~Company ~~management~~will be ~~team~~forced to go out of ~~the~~ ~~Target~~business ~~Business~~and liquidate. ~~There~~The ~~can~~Company becannot noand ~~assurances~~does ~~that~~not wemake ~~will~~any ~~have~~representations ~~the~~or ~~ability~~projections toon the ~~recruit~~overall ~~such~~prospects ~~additional~~in ~~managers,~~the near term or ~~that~~long ~~such~~term. ~~additional~~The ~~managers~~current global recession will ~~have~~make ~~the~~it extremely difficult for any development ~~requisite~~stage ~~skill,~~company ~~knowledge~~to succeed or ~~experience~~survive. ~~necessary~~As orsuch, ~~desirable~~any toinvestment ~~enhance~~in the securities herein is only suitable for investors who can afford ~~incumbent~~to ~~management~~lose ~~team~~their entire investment, require no liquidity and have no need for a steady return on investment.

~~Opportunity for Shareholder Evaluation or Approval of Business Combinations~~8

~~Our non-affiliate~~The ~~shareholders,~~Business ~~if any~~Plan, ~~will,~~marketing inplan ~~all~~and ~~likelihood,~~acquisition ~~not~~plan ~~receive nor~~were ~~otherwise~~prepared ~~have~~by the ~~opportunity~~Company's tomanagement ~~evaluate~~and ~~any~~may ~~financial~~be orvery ~~other~~aggressive ~~information which~~and ~~will~~there beis ~~made~~no ~~available~~assurance toit uscan inbe ~~connection~~met with ~~selecting~~any acertainty ~~potential~~or ~~Business~~timeframe. ~~Combination~~Under ~~until~~current ~~after~~economic weconditions ~~have~~in ~~entered~~the ~~into~~world, anany ~~agreement~~financial toprojections ~~effectuate a~~may ~~Business~~vary ~~Combination.~~significantly ~~Such~~from ~~agreement~~actual ~~to effectuate a Business Combination,~~results. ~~however,~~The ~~will~~uncertainties beas ~~subject~~ to ~~shareholder~~availability ~~approval~~of ~~pursuant~~financing ~~to applicable law. As a result~~alone, ~~our~~makes ~~non-affiliate shareholders, if~~ any, ~~will~~business bevulnerable ~~almost~~to ~~entirely dependent~~sudden onfailure ~~the~~from ~~judgment~~lack ~~and experience~~ of ~~our sole officer and director and~~adequate ~~her advisors in connection with the selection~~ and ~~ultimate~~affordable ~~consummation of a Business Combination~~capital. InDevelopment ~~addition,~~stage ~~under~~enterprise ~~Florida~~concerns ~~law,~~are ~~the~~especially ~~form~~vulnerable ofin ~~Business Combination~~such ~~could have an impact upon the availability of dissenters’ rights (i~~times.~~e.,~~ ~~the~~Risks ~~right~~associated ~~to receive fair payment~~ with ~~respect~~investments in todevelopment ~~our~~stage ~~Common~~enterprises ~~Stock)~~like ~~to shareholders disapproving~~ the ~~proposed~~Company ~~Business~~are ~~Combination.~~greatly ~~See~~increased ~~“Description~~during ofsuch ~~Business~~periods ~~– ‘Shell Corporation’” “- Conflicts~~ of ~~Interest”~~economic ~~and~~downturn ~~“Certain Relationships~~ and ~~Related~~ ~~Transactions”~~financial crises.

~~Selection~~The industry is highly fragmented and competitive and increased ofcompetition could have a ~~Target~~material ~~Business~~adverse impact on results of operations. The marketplace in which the Company will have to compete is intensely competitive and ~~Structuring~~subject to rapid change. Competitors include well-established water technology companies and publicly funded utilities. Some of these competitors are based globally or have strong national or regional markets. The Company anticipates that it will face additional competition from new entrants that may offer significant performance, price, creative or other advantages over those offered by the Company. Many of these competitors have greater name recognition, market share and resources than the Company. Additionally, potential competitors with established market shares and greater financial resources may introduce products which directly compete against proposed products or gain market share that have been targeted before it can compete. Thus, there can be no assurance that the Company will be able to compete successfully in the future or that competition will not have a ~~Business~~material ~~Combination~~adverse affect on the results of operations. As is true with most early development stage companies, an established competitor could undermine business with a targeted marketing and sales campaign aimed at eliminating the Company from competition.

~~We anticipate~~Acquisitions involve risks that ~~the~~could ~~selection~~cause actual growth to differ from expectations. An element of athe ~~Target~~Company’s ~~Business~~strategy ~~will~~is, beon ~~complex~~an ~~and~~ongoing ~~risky~~basis, to seek to acquire, license, ~~because~~resell ofnew ~~competition~~technologies ~~for~~and ~~such~~products ~~business~~and ~~opportunities~~acquire ~~among~~companies ~~all~~to ~~segments~~enhance ofproducts and services in the ~~financial~~ ~~community~~future. The ~~nature~~consummation of any ~~our~~acquisition ~~search~~will ~~for~~be ~~the~~based ~~acquisition~~on of a ~~Target Business~~number ~~will~~of ~~require~~factors ~~maximum~~and ~~flexibility~~some ~~inasmuch~~of asthose wefactors ~~will~~are bebeyond ~~required~~its ability to control and predict. ~~consider~~Acquisitions ~~various~~involve ~~factors~~risks ~~and~~that ~~circumstances~~could ~~which~~cause actual growth to differ from expectations. For example: The Company may ~~preclude~~not ~~meaningful~~be ~~direct~~successful ~~comparison~~in ~~among~~not ~~the~~only ~~various~~obtaining ~~business~~licenses ~~enterprises~~and products to resell but also be ~~investigated~~unable byto ~~us. Investors~~sell ~~should~~those ~~recognize~~products ~~that~~and services in the ~~possible~~Asia ~~lack~~Pacific market. ofThe ~~diversification~~Company ~~among~~may ~~our~~ not be successful in identifying attractive acquisitions. It competes with other companies and expects this competition will continue, which may ~~not~~inhibit ~~permit~~the usability to ~~offset~~complete ~~potential~~suitable ~~losses~~acquisitions ~~from~~on ~~one~~favorable ~~venture~~terms. Acquisitions ~~against~~will ~~profits~~depend ~~from~~on ~~another~~timely and affordable funding by outside investors and such funding may, under current economic conditions, be impossible to obtain. WeThe ~~have~~lack ~~virtually~~of ~~unrestricted~~funding ~~flexibility~~would undermine the strategic plan and result in the possible failure of the business ~~identifying~~plan and ~~selecting~~Company. aThe ~~prospective~~Company ~~Target~~may ~~Business.~~be Inunable ~~addition~~to successfully integrate acquired businesses and realize anticipated economic, inoperational ~~evaluating~~and other benefits in a ~~prospective~~timely ~~Target~~manner. ~~Business,~~If ~~our~~unable ~~sole~~to ~~officer~~successfully integrate acquired businesses, product lines and ~~director~~personnel, ~~will~~the ~~consider,~~Company ~~among~~may incur substantial costs and delays or other ~~factors~~operational, ~~the~~technical ~~following~~or ~~factors~~financial ~~which~~problems. ~~are~~In ~~not~~addition, ~~listed~~efforts into integrate ~~any~~or failure to successfully integrate acquisitions may divert management's attention from existing business and may damage ~~particular~~relationships ~~order:~~with its key employees and customers.

·The ~~financial~~due ~~condition~~diligence ~~and~~investigation ~~results~~of potential companies to be acquired may not adequately discover problems that could cause a loss of value, risk or losses. Intensive due diligence is time consuming and expensive due to the operations, accounting, finance and legal professionals who must be involved in the due diligence process. Even though the Company may conduct extensive due diligence on the target acquisition companies, it cannot be sure that this due diligence will identify all material issues that may be present inside the target business, or that factors outside of the ~~Target~~target ~~Business;~~company and its business and outside of its control will not later arise. If the Company failed to identify issues specific to the target acquisition company, its industry, or the environment in which it operates, it may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in losses which could affect the Company in significant ways.

~~· growth potential and projected financial performance of the Target Business and the industry in which it operates;~~9

·The ~~experience~~Company's acquisition strategy may result in duplicative operations and ~~skill~~corresponding costs and inefficiencies, which could impair the Company's business. The Company's acquisition and integration strategy may result in duplicative operations and corresponding costs and inefficiencies. The Company plans to address the risk of inefficiency and conflict in operations, management, and accounting systems occasioned by the ~~availability~~decentralized aspects of ~~additional~~the Company's acquisition plan and management approaches by attempting, where economically and culturally practicable, to eliminate duplication of management, accounting systems and personnel. Where duplication cannot be avoided, such inefficiencies can substantially reduce or prevent profitability as well as make internal fraud or operational efficiencies to go undetected or not remedied for prolonged periods. The Company expects consolidation of financial results and statements of various operations to be complex, which may result in delays and errors in reporting and misdirect management. Failure to implement appropriate systems and controls to address these risks will adversely impact the ~~Target~~Company's ~~Business;~~business and ability to communicate accurately with its shareholders.

·Risks ~~capital~~Related ~~requirements~~to ofDoing ~~the~~Business ~~Target~~in ~~Business;~~Asia, and, in Particular China

·The Company may acquire companies and plans to undertake distributions in Asia and, in the ~~availability~~event of asuch ~~transaction~~acquisitions ~~exemption~~and ~~from~~distribution channels the ~~registration~~risk ~~requirements~~factors relating to operating in Asia will be relevant to business. Adverse changes in political and economic policies of China (PRC) government could impede the ~~Securities~~overall economic ~~Act~~growth of China, which could affect plans to expand into China and the rest of Asia, and reduce the demand for ~~any~~products and damage business. The Company plans to take advantage of the growth potential ~~Business~~in ~~Combination~~the water industry in Asia. Accordingly, the Company plans to conduct substantial operations and generate a significant portion of its revenue in the region with particular focus on China. Accordingly, its business, financial condition, results of operations and prospects will be affected significantly by economic, political and legal developments in China. The PRC economy differs from the economies of most developed countries in many respects, including: the higher level of government involvement in commercial activities, including the provision of resources such as water; the early stage of development of the market-oriented sector of the economy; the rapid growth rate; the higher level of control over foreign exchange; and the allocation of resources. As the PRC economy has been transitioning from a planned economy to a more market-oriented economy, the PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. While these measures may benefit the overall PRC economy, they may also have a negative effect on the Asia business operations and consequently affect the Company.

·Although the ~~location~~PRC government has in recent years implemented measures emphasizing the utilization of market forces for economic reform, the ~~Target~~PRC ~~Business;~~government continues to exercise significant control over economic growth in China through the production, distribution and allocation of resources, including water, controlling payment of foreign currency-denominated obligations, setting monetary policy and imposing policies that impact particular industries or companies in different ways. Any adverse change in the economic conditions or government policies in China could have a material adverse effect on the overall economic growth and the level of investments and expenditures in China, which in turn could lead to a reduction in demand for business in China or future products or services and consequently have a material adverse effect on business and prospects.

-Uncertainties 6with respect to the PRC legal system could limit the legal protections available to the Company and Shareholders. The Company may conduct business in China and other Asian and other foreign locations worldwide and it may do so through foreign operating subsidiaries and in the case specifically in China through a China subsidiary. China's operating subsidiaries are generally subject to laws and regulations applicable to foreign investments in China and, in particular, laws applicable to foreign-invested enterprises. The PRC legal system is based on written statutes, and prior court decisions may be cited for reference but have limited historical value. Since 1979, a series of new PRC laws and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, since the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections available to the Company and its stockholders. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention. As a result, it could be difficult for investors to affect service of process in the United States or to enforce a judgment obtained in the United States against any future Chinese operations and subsidiaries.

~~Index~~10

·China's ~~competitive~~(PRC) ~~position~~government exerts substantial influence over the manner in which the Company must conduct business activities. The PRC government has exercised and continues to exercise substantial control over virtually every sector of the ~~Target~~Chinese ~~Business;~~economy, including water through regulation and state ownership. If and when an acquisition is completed, the Company's ability to operate in China may be harmed by changes in the PRC's laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, land use rights, property and other matters. Furthermore, the central or local governments of the jurisdictions in which the Company in China operates may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on the Company's part to ensure compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof and could require the Company to divest itself of any interest it then holds in Chinese properties or joint ventures, and/or cause other sanctions or have other governmental demands which would affect business significantly.

·Accounting ~~stage~~laws in certain parts of ~~development~~Asia mandate accounting practices which may not be consistent with U.S. generally accepted accounting principles and, therefore, financials and their interpretation involve uncertainties. The accounting laws of certain countries require an annual "statutory audit" to be performed in accordance with local accounting standards and the books of foreign invested enterprises to be maintained in accordance with country specific accounting laws. These accounting practices may not be consistent with U.S. generally accepted accounting principles, or ~~lifecycle~~GAAP. For example, Article 14 of the ~~products~~PRC Wholly Foreign-Owned Enterprise Law requires a wholly foreign-owned enterprise to submit certain periodic fiscal reports and statements to designated financial and tax authorities. Noncompliance with such requirements may cause revocation of the Company’s China companies' business license. The translation of the financial statements from the requirements of the local governments to U.S. GAAP requires interpretation and exercise of judgment. This may increase costs or cause additional errors. Moreover, ~~processes~~local accounting records may not convert directly into the needed U.S. GAAP accounting records, causing inaccuracies or ~~services~~misstatements ofthat could negatively impact the ~~Target~~Company's ~~Business~~ability to get audit opinion in the U.S. or may lead to fines by certain governmental bodies, ifwhich ~~any;~~could negatively impact performance and create unknown losses to the Company and the investment made herein may be at further risk.

·Restrictions ~~degree~~on currency exchange may affect and limit the Company’s ability to receive and use sales revenue effectively and other risks associated with local currency exchange and other currency exchanges. Sales revenue and expenses from businesses in China are denominated in RMB and in other countries in currencies other than US Dollar. Under PRC law, the RMB is currently convertible under the "current account," which includes dividends and trade and service-related foreign exchange transactions, but not under the "capital account," which includes foreign direct investment and loans. Currently, companies operating in China may purchase foreign currencies for settlement of current account ortransactions ~~potential~~without ~~market~~the ~~acceptance~~approval of the ~~products~~State Administration of Foreign Exchange, ~~processes~~or SAFE, by complying with certain procedural requirements. However, the relevant PRC government authorities may limit or ~~services~~eliminate the ability to purchase foreign currencies in the future. Since a significant amount of the ~~Target~~company's ~~Business,~~future ifrevenue may be denominated in RMB, any; existing and future restrictions on currency exchange may limit the company's ability to utilize revenue generated in RMB to fund its business activities outside China that are denominated in foreign currencies.

·Foreign ~~proprietary~~exchange ~~features,~~transactions ~~intellectual~~by ~~property~~PRC ~~rights~~operating subsidiaries under the capital account continue to be subject to significant foreign exchange controls and ~~trade~~require ~~secrets~~the approval of or need to register with PRC government authorities, including SAFE. In particular, if, following a merger or acquisition, the ~~Target~~Company's ~~Business~~PRC operating subsidiaries borrow foreign currency through loans from the Company or other foreign lenders, these loans must be registered with SAFE, and if ~~any;~~the Company finances the subsidiaries by means of additional capital contributions, these capital contributions must be approved by certain government authorities, including the Ministry of Commerce, or MOFCOM, or their respective local counterparts. These limitations could affect the Company or the future target companies in China and the ability to obtain foreign exchange through debt or equity financing.

~~· regulatory environment of the industry in which the Target Business operates;~~11

·Failure ~~costs~~to ~~associated~~comply with ~~effecting~~PRC regulations relating to the ~~Business~~establishment of ~~Combination~~offshore special purpose companies by PRC residents may subject PRC resident stockholders to personal liability, limit the Company's ability to acquire PRC companies or to inject capital into PRC subsidiaries, limit PRC subsidiaries' ability to distribute profits to the Company or otherwise materially adversely affect the Company's business. In China, SAFE, issued the Notice on Relevant Issues in the Foreign Exchange Control over Financing and Return Investment Through Special Purpose Companies by Residents inside China, generally referred to as Circular 75. Circular 75 requires PRC residents to register with an applicable branch of SAFE before establishing or acquiring control over an offshore special purpose company for the purpose of engaging in an equity financing outside of China that is supported by domestic PRC assets originally held by those residents. Following the issuance of Circular 75, SAFE issued internal implementing guidelines for Circular 75. These implementing guidelines, known as Notice 106, effectively expanded the reach of Circular 75 by: purporting to regulate the establishment or acquisition of control by PRC residents of offshore entities which merely acquire "control" over domestic companies or assets, even in the absence of legal ownership; adding requirements relating to the source of the PRC resident's funds used to establish or acquire the offshore entity; regulating the use of existing offshore entities for offshore financings; purporting to regulate situations in which an offshore entity establishes a new subsidiary in China or acquires an unrelated company or unrelated assets in China; making the domestic affiliate of the offshore entity responsible for the accuracy of certain documents which must be filed in connection with any such registration, notably, the business plan which describes the overseas financing and the use of proceeds; and requiring that the registrant establish that all foreign exchange transactions undertaken by the offshore entity and its affiliates were in compliance with applicable laws and regulations.

·Failure ~~equity~~to ~~interest~~comply with the requirements of Circular 75, ~~and~~as ~~possible~~applied by ~~management~~SAFE ~~participation~~in accordance with Notice 106, may result in fines and other penalties under PRC laws for evasion of applicable foreign exchange restrictions. Any such failure could also result in the ~~Target~~offshore ~~Business~~entity's affiliates being impeded or prevented from distributing their profits and the proceeds from any reduction in capital, share transfer or liquidation to the offshore entity, or from engaging in other transfers of funds into or out of China.

~~The foregoing~~Fluctuations ~~criteria~~in ~~are~~exchange ~~not~~rates ~~intended~~could toadversely beaffect ~~exhaustive~~business. The ~~Any~~could ~~evaluation~~be ~~relating~~major to fluctuations in the ~~merits~~foreign ofexchange arate ~~particular~~between ~~Business~~U.S. ~~Combination~~dollars ~~will~~and beAsian ~~based,~~currencies toin ~~the~~which ~~extent~~sales may ~~relevant,~~be ondenominated. Appreciation or depreciation in the ~~above~~value ~~factors~~of asthe ~~well~~those ascurrencies ~~other~~relative ~~objective~~to ~~and~~the ~~subjective criteria~~U.S. ~~deemed~~dollar ~~relevant~~would byaffect usfinancial results reported in ~~connection~~U.S. ~~with~~dollars ~~effecting~~without agiving ~~Business Combination~~effect ~~consistent~~to ~~with~~any ~~our~~underlying ~~business~~change ~~objective.~~in Inbusiness ~~many~~or ~~instances,~~results itof isoperations. Fluctuations ~~anticipated~~in ~~that~~ the ~~historical~~exchange ~~operations~~rate ofwill aalso ~~Target~~affect ~~Business~~the ~~may~~relative ~~not necessarily~~value beof ~~indicative~~any ofU.S. ~~the~~dollar ~~potential~~denominated ~~for~~investments ~~such~~which ~~Target~~are ~~Business’~~made in the future ~~prospects~~.

WeItem ~~will be dependent upon the owners of a Target Business to identify any such problems which may exist and to implement, or be primarily responsible for the implementation of, necessary changes~~1B. ~~Because~~Unresolved weStaff may engage in a Business Combination with a newly organized firm or with a firm which is entering a new phase of growth, we will incur further risks, because in many instances, management of the Target Business will not have proven its abilities or effectiveness, the eventual market for the products or services of the Target Business will likely not be established, and the Target Business may not be profitable subsequent to a Business CombinationComments.

Our limited funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a Target Business before we commit capital or other resourcesNone. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions upon information provided by the promoters, owners, sponsors, or others associated with the business opportunity seeking our participation.

~~In connection~~Item with our evaluation of a prospective Target Business, our sole officer and director anticipates that she will conduct a due diligence review which will encompass, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial or other information which will be made available to us2. ~~The time and costs required to select and~~ evaluate a Target Business, including conducting a due diligence review, negotiating relevant agreements and preparing requisite documents for filing pursuant to applicable Federal securities laws, state blue sky laws, foreign securities laws, if any, and corporation laws cannot presently be ascertained with any degree of certaintyProperties.

Our ~~sole officer~~principal ~~and~~executive ~~director~~office ~~intends~~is tolocated ~~devote not more than five hours per week of her~~at ~~time~~1001 toBayhill ~~our operations~~Drive, ~~and,~~2nd ~~accordingly~~Floor, ~~consummation~~San ofBruno, aCA ~~Business~~94066. ~~Combination may~~We ~~require~~believe athese ~~greater~~facilities ~~period~~are ofadequate ~~time than if she devoted her full time~~ to ~~our affairs. However,~~serve our ~~sole~~needs. ~~officer and director will devote such time~~We asdo ~~she~~not ~~deems~~currently ~~reasonably~~pay ~~necessary,~~for ~~to carry out~~ the ~~business~~use ~~and affairs~~ of ~~the Company,~~such ~~including~~space ~~the~~as ~~evaluation~~it ofis ~~potential~~being ~~Target~~supplied ~~Businesses~~by ~~and~~ the ~~negotiation~~ parent of athe ~~Business~~Company. ~~Combination~~We ~~and,~~anticipate asthat awe ~~result, the amount of time~~will ~~devoted~~rent toadditional ~~our~~office ~~business~~facilities and ~~affairs may vary significantly depending upon~~space, ~~among other~~when ~~things~~needed, whether we have identified a Target Business or are engaged in active negotiations of a Business Combination. Any costs incurred in connection with the identification and evaluation of a prospective Target Business with which a Business Combination is not ultimately consummated will result in a loss to ~~the~~support ~~Company and reduce~~ the ~~amount~~growth of ~~capital available to otherwise complete a Business Combination or for the resulting entity to utilize. In the event we deplete~~ our ~~cash reserves, we might be forced to cease operations and a Business Combination might not occur~~business.

-Item ~~7 -~~3. Legal Proceedings.

~~Index~~We are not a party to any legal proceedings, nor are we aware of any threatened litigation whatsoever.

~~We anticipate~~Item ~~that~~4. weSubmission ~~will locate and make contact with Target Businesses primarily through the reputation and efforts~~ of ~~our~~Matters ~~sole officer and director and representatives, who intend~~ to meet personally with existing management and key personnel, visit and inspect material facilities, assets, products and services belonging to such prospects, or undertake such reasonable investigation as they deem appropriate. Our sole officer and director and our representatives have a ~~network~~ ~~of business contacts and believe that prospective Target Businesses will~~Vote ~~be referred to us through this network~~ of ~~contacts~~Security Holders.

WeDuring also expect that many prospective Target Businesses will be brought to our sole officer and director’s attention from various other non-affiliated sources, including securities broker-dealers, investment bankers, venture capitalists, bankers, and other members of the ~~financial~~fourth ~~community.~~quarter We have neither the present intention, nor does the present potential exist for us, to consummate a Business Combination with a Target Business in which our sole officer and director or her affiliates or associates, directly or indirectly, have a pecuniary interest, although no existing corporate policies would prevent this from occurring. Although there are no current plans to do so, we may engage the services of professional firms that specialize in finding business acquisitions and pay a finder's fee or other compensation. Since we have no current plans to utilize any outside consultants or advisors to assist in a Business Combination2010, no ~~policies have been adopted regarding use of such consultants or advisors, the~~shareholders ~~criteria~~approved ~~to be used in selecting such consultants or advisors,~~ the ~~services~~redomiciling ~~to be provided, the term~~ of ~~service, or regarding~~ the ~~total~~Company ~~amount of fees that may be paid. However, because of our limited resources, it is likely that any such fee we agree~~ to ~~pay~~Delaware ~~would~~and beamended ~~paid in cash~~ and~~/or~~ ~~shares~~restated ~~of our Common Stock~~By-Laws. ~~In no~~This ~~event~~was ~~will~~previously wereported ~~pay~~on a ~~finder's~~Form ~~fee or commission to any officer or director or~~8-K tofiled ~~any~~November ~~entity with which they are affiliated for such service~~2010. Moreover, in no event shall we issue any of our securities to any of our sole officer and director or promoters, if any, or any of their respective affiliates or associates, in connection with activities designed to locate a Target Business.

As a general rule, Federal and state tax laws and regulations have a significant impact upon the structuring of business combinations. We will evaluate the possible tax consequences of any prospective Business Combination and will endeavor to structure a Business Combination so as to achieve the most favorable tax treatment for us, the Target Business and their respective stockholders. There can be no assurance that the Internal Revenue Service or relevant state tax authorities will ultimately assent to our proposed tax treatment of a particular Business Combination.12

ToPART the extent the Internal Revenue Service or any relevant state tax authorities ultimately prevail in recharacterizing the tax treatment of a Business Combination, there may be adverse tax consequences to us, the Target Business and their respective stockholders. Tax considerations, as well as other relevant factors, will be evaluated in determining the precise structure of a particular Business Combination, which could be effected through various forms of a merger, consolidation or stock or asset acquisition.II

~~Any~~Market ~~such change~~Information in control will likely result in the resignation or removal of our sole officer and director. If there is a change in the person serving as sole officer and director, no assurance can be given as to the experience or qualifications of our new management. Our sole officer and director considers it likely that in order to consummate a Business Combination, a change in control will ultimately occur; therefore, she anticipates offering not less than a controlling interest to a Target Business in order to effectuate a Business Combination.

Our ~~sole officer~~common ~~and~~stock ~~director~~has ~~may~~not ~~actively~~been ~~negotiate~~approved for orquotation ~~otherwise consent to the disposition of any portion of the shares of Common Stock of the existing shareholders as a condition to~~ or ~~in connection with a Business Combination.~~trading ~~Therefore~~and, itaccordingly, isa ~~possible~~public ~~that~~trading ~~the~~market ~~terms of any Business Combination will provide~~ for ~~the~~our ~~sale of all or any portion of the~~ shares of ~~Common~~common ~~Stock~~stock ~~owned beneficially~~has bynot ~~our~~yet ~~sole~~commenced ~~officer~~ and ~~director.~~no Itshares isof ~~also~~our ~~possible~~common ~~that none of~~stock ~~our~~have ~~other~~been ~~shareholders,~~traded. ifThere ~~any,~~can ~~will~~ be ~~afforded~~no ~~the~~assurance ~~right~~that tosuch ~~sell their shares of Common Stock in connection with~~ a ~~Business~~public ~~Combination~~trading ~~pursuant~~market towill ~~the~~develop, ~~same terms~~or, ~~that~~if ~~our~~such ~~sole~~a ~~officer~~trading ~~and~~market ~~director, who~~ is ~~also the beneficial owner of 90~~developed, ~~percent of~~that ~~our~~it ~~outstanding~~can ~~shares~~be ofmaintained ~~Common~~with ~~Stock, will be provided~~liquidity.

~~- 8 -~~Dividends

~~Index~~We have not paid any dividends on our common stock, and it is not anticipated that any dividends will be paid in the foreseeable future. The declaration and payment of dividends in the future will be determined by the Board of Directors in light of conditions then existing, including our earnings, financial condition, capital requirements and other factors.

~~There~~Recent ~~are currently~~Sales ~~no limitations relating to our ability to borrow funds to increase the amount~~ of ~~capital~~Unregistered ~~available~~Securities to us to effect a Business Combination or otherwise finance the operations of the Target Business. However, our limited resources and lack of operating history could make it difficult for us to borrow additional funds from other sources. The amount and nature of any borrowings by us will depend on numerous considerations, including our capital requirements, potential lenders' evaluation of our ability to meet debt service on borrowings and the then prevailing conditions in the financial markets, as well as general economic conditions. We do not have any arrangements with any bank or financial institution to secure additional financing and there can be no assurance that such arrangements, if required or otherwise sought, would be available on terms commercially acceptable or otherwise in our best interests. Our inability to borrow funds required to effect or facilitate a Business Combination, or to provide funds for an additional infusion of capital into a Target Business, may have a material adverse effect on our financial condition and future prospects, including the ability to effect a Business Combination. To the extent that debt financing ultimately proves to be available, any borrowings may subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest. Furthermore, a Target Business may have already incurred debt financing and, therefore, all the risks inherent thereto.

If our securities are issued as part of an acquisition, such securities are required to be issued either in reliance upon exemptions from registration under applicable Federal or state securities laws or registered for public distribution. We intend to primarily target only those companies where an exemption from registration would be available; however, since the structure of the Business Combination has yet to be determined, no assurances can be made that we will be able to rely on such exemptions. Registration of securities typically requires significant costs and time delays are typically encountered. In addition, the issuance of additional securities and their potential sale in any trading market which might develop in our Common Stock, of which there is presently no trading market and no assurances can be given that one will develop, could depress the price of our Common Stock in any market which may develop in our Common Stock. Further, such issuance of additional securities would result in a decrease in the percentage ownership of our sole shareholder.None

~~Due~~Item ~~to our small size and limited amount of capital, our ability to raise additional capital, if and when needed, could be constrained~~6. ~~Until~~Selected ~~such~~Financial time as any enterprise, product or service which we acquire generates revenues sufficient to cover operating costs, it is conceivable that we could find ourselves in a situation where we need additional funds in order to continue our operationsData. This need could arise at a time when we are unable to borrow funds and when market acceptance for the sale of additional shares of our Common Stock does not exist. See "Management's Discussion and Analysis or Plan of Operation".

~~Conflicts~~The following financial data has been derived from and should be read in conjunction with (i) our audited financial statements for the year ended December 31, 2010, the year ended December 31, 2009, and for the period June 16, 2008 (our inception) to December 31, 2010, together with the notes to these financial statements; (ii) and the sections of ~~Interest~~this report entitled “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included elsewhere herein or filed with the SEC. Our historical results are not necessarily indicative of the results we may achieve in any future period.

Our sole officer and director is not required to commit his full time to our affairs and, accordingly, such person may have a conflict of interest in allocating management time among various business activities. Our sole officer and director may engage in other business activities similar and dissimilar to those we are engaged in with any limitations or restrictions applicable to such activities. To the extent that such person engages in such other activities, he will have possible conflicts of interest in diverting opportunities to other companies, entities or persons with which he is or may be associated or have an interest, rather than diverting such opportunities to us. As no policy has been established for the resolution of such a conflict, we could be adversely affected should our sole officer and director choose to place his other business interests before ours. No assurance can be given that such potential conflicts of interest will not cause us to lose potential opportunities. Our sole officer and director may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our sole officer and director may have conflicts of interest in determining which entity a particular business opportunity should be presented. Accordingly, as a result of multiple business affiliations, our sole officer and director may have similar legal obligations relating to presenting certain business opportunities to multiple entities. In addition, conflicts of interest may arise in connection with evaluations of a particular business opportunity by the board of directors with respect to the foregoing criteria. There can be no assurances that any of the foregoing conflicts will be resolved in our favor.13

- 9 -

Statement of Operations Data:	Year Ended December 31, 20010			Year Ended December 31, 2009			Cumulative from June 16, 2008 (inception) to December 31, 20010

Revenue:	$	—			—			—

Expenses:
General and administrative		13,470			18,613			43,676

Total expenses		13,470			18,613			43,676

Net (loss)	$	(13,470	)		(18,613	)		(43,676	)

Basic and diluted net (loss) per share	$	—			—
Weighted average number of common shares outstanding		6,750,000			6,750,000

Index

Consolidated Balance Sheet Data:	As of December 31, 2010			As of December 31, 2009

Cash and cash equivalents	$	—		$	—
Working capital		(12,766	)		(27,206	)
Total assets					—
Total long-term liabilities		—			—
Total liabilities		12,766			27,206
Total shareholders’ deficit		(12,766	)		(27,206	)

Our sole officer and director may actively negotiate for or otherwise consent to the disposition of all or any portion of the shares of Common Stock held by Willowhuasca Wellness, Inc. and Narayan Capital Funding Corp., as a condition to, or in connection, with a Business Combination. Therefore, it is possible that the terms of any Business Combination will provide for the sale of all or a portion of the shares of Common Stock held by such shareholders. In the event that such a sale occurs, the Company's sole officer and director intends to approve the Business Combination pursuant to Section 607.0902(2)(d)(7) of the Florida Business Corporation Act, which will have the effect of removing the transaction from the purview of the control-share acquisition statute promulgated under Section 607.0902 of the Florida Business Corporation Act. Thus, it is likely that no other shareholders, if any, will be afforded the right to sell shares of Common Stock in connection with a Business Combination pursuant to the same terms that Willowhuasca Wellness, Inc. and Narayan Capital Funding Corp. will be provided. Also, such other shareholders, if any, will not be afforded an opportunity to approve or consent to the purchase of all or any portion of the shares of Common Stock being sold by Willowhuasca Wellness, Inc. and Narayan Capital Funding Corp., whose shares are beneficially owned by our sole officer and director. See “Description of Business – ‘Shell Corporation’” and “- Selection of a Target Business and Structuring of a Business Combination”.14

~~Investment~~Item 7. Management’s Discussion ~~Company~~And ~~Act~~Analysis ~~and~~Of ~~Other~~Financial ~~Regulation~~Condition And Results Of Operations

~~Specifically, we~~The ~~intend~~following todiscussion ~~conduct~~should ~~our~~be ~~activities~~read soin asconjunction towith ~~avoid~~(i) our ~~being~~audited ~~classified~~financial asstatements ~~an “investment~~for ~~company”~~the ~~under~~period ~~the~~June ~~Investment~~16, ~~Company~~2008, ~~Act~~our ofinception, ~~1940~~through ~~(the~~December ~~“Investment Act”)~~31, ~~and~~2010, ~~therefore,~~the toyear ~~avoid~~ended ~~application~~December 31, of2009, and the ~~costly~~year ~~and~~ended ~~restrictive registration~~December ~~and~~31, ~~other~~2010, ~~provisions~~and of the ~~Investment~~related ~~Act,~~notes; and (ii) the ~~regulations promulgated~~section ~~thereunder. Our~~entitled ~~plan~~“Business” that ofappears ~~business~~elsewhere ~~may~~in ~~involve~~this ~~changes~~report. The infollowing ~~our~~discussion ~~capital~~contains ~~structure,~~forward-looking ~~corporate~~statements ~~structure~~that reflect our plans, ~~management~~estimates ~~team,~~and ~~the~~beliefs. ~~board~~Our ofactual ~~directors,~~results ~~voting~~could ~~control~~differ bymaterially ~~our~~from ~~sole~~those ~~shareholder~~discussed in the forward looking statements. Factors ~~and~~that ~~business~~could ~~prospects~~cause ~~and~~or ~~plans,~~contribute ~~especially~~to ifsuch wedifferences ~~consummate~~include, abut ~~Business Combination~~are not limited to, asthose discussed ~~above~~below and elsewhere in this report. ~~Each~~You ofshould ~~these~~not ~~areas~~place isundue ~~regulated~~certainty byon ~~the Investment~~these ~~Act~~forward-looking statements, inwhich ~~order~~apply toonly as ~~protect~~of ~~purchasers~~the date of ~~investment~~this ~~company securities~~report. ~~Since~~ Our wefinancial ~~will~~statements ~~not~~are ~~register~~stated asin anUnited ~~investment~~States ~~company,~~Dollars ~~shareholders~~and ~~will~~are ~~not~~prepared bein accordance ~~afforded~~with ~~these~~United ~~protections~~States Generally Accepted Accounting Principles.

~~Any securities~~The ~~which~~statements wein ~~might~~this ~~acquire~~report ininclude ~~exchange~~forward-looking statements. ~~for~~These forward-looking statements are based on our ~~Common~~management’s ~~Stock~~current ~~will~~expectations beand beliefs and involve numerous ~~“restricted~~risks ~~securities”~~and ~~within~~uncertainties ~~the~~that ~~meaning~~could ofcause ~~the~~actual ~~Securities~~results ~~Act~~to differ materially from expectations. IfYou weshould ~~elect~~not torely upon these ~~resell~~forward-looking ~~such~~statements ~~securities,~~as ~~such~~predictions ~~sale~~of future events because we cannot ~~proceed~~assure ~~unless~~you athat ~~registration~~the ~~statement~~events or circumstances reflected ~~has~~in ~~been~~these ~~declared~~statements ~~effective~~will be achieved or will occur. You can identify a forward-looking statement by the ~~Securities~~use ~~and~~of ~~Exchange~~the ~~Commission~~forward-terminology, including orwords ~~an exemption~~such ~~from~~as ~~registration~~“may”, is“will”, ~~available~~“believes”, ~~under~~“anticipates”, ~~the~~“estimates”, “expects”, ~~Securities~~“continues”, ~~Act.~~“should”, ~~Section~~“seeks”, ~~4(1)~~“intends”, “plans”, and/or words of similar import, or the ~~Securities~~negative ~~Act,~~of ~~which~~these ~~exempts~~words ~~sales~~and phrases or other variations of ~~securities~~these ~~not~~words ~~involving~~and aphrases ~~public~~or comparable ~~distribution~~terminology. byThese ~~persons~~forward-looking statements relate to, among other ~~than~~things: anour ~~issuer~~sales, ~~underwriter~~results orof ~~dealer~~operations and anticipated cash flows; capital expenditures; depreciation and amortization expenses; sales, ~~would~~general inand administrative expenses; our ability to ~~all~~maintain ~~likelihood~~and bedevelop ~~available~~relationship with our existing and potential future customers; and, our ability to ~~permit~~maintain a ~~private~~level ~~sale~~of investment that is required to remain competitive. ~~Although~~Many factors could cause our ~~plan~~actual ofresults to differ materially from those projected in ~~operation~~these ~~does~~forward-looking statements, including, but not ~~contemplate~~limited to: variability of our revenues and financial performance; risks associated with technological changes; the ~~resale~~acceptance of anour ~~acquired~~products ~~Target~~in ~~Business’~~the marketplace by existing and potential customers; disruption of ~~securities,~~operations ifor ~~such~~increases ain ~~sale~~expenses ~~were~~due to beour ~~necessary,~~involvement wewith ~~would~~litigation beor ~~required~~caused toby ~~comply~~civil or political unrest or other catastrophic ~~with~~events; general economic conditions, government mandates and conditions in the ~~provisions~~gaming/entertainment ofindustry in particular; and, the ~~Securities~~continued ~~Act~~employment toof ~~effect~~our ~~such~~key ~~resale~~personnel and other risks associated with competition.

~~Any~~For a discussion of the factors that could cause ~~Business~~actual ~~Combination~~results to differ materially from the forward-looking statements see the “Liquidity and Capital Resources” section under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this item of this report and the other risks and uncertainties that weare ~~consummate~~set ~~may~~forth beelsewhere in anthis ~~industry~~report ~~which~~or isdetailed ~~regulated~~in our other Securities orand ~~licensed~~Exchange byCommission ~~Federal,~~reports ~~state~~and orfilings. ~~local~~We ~~authorities~~believe it is important to communicate our expectations. ~~Compliance~~However, ~~with~~our ~~such~~management ~~regulations~~disclaims ~~can~~any beobligation ~~expected~~ to beupdate any forward-looking statements whether as a ~~time~~result ~~consuming~~of ~~and~~new ~~expensive process~~information, future events or otherwise.

~~Penny~~Advanced Water Technology Holdings, Inc., a Delaware corporation, ~~Stock~~was ~~Regulations~~incorporated -in the State ~~Blue~~of ~~Sky~~Florida ~~restrictions~~on -June ~~Restrictions~~16, 2008 as Alchemical Capital Corporation (“ACC”) with the objective of effecting a business combination with a target business that desired to utilize its status as a reporting corporation under the Exchange Act. Advanced Water Technologies purchased ACC on April 21, 2010, and redomiciled it, solely for the purpose of redomiciling, ~~Marketability~~from the State of Florida to the State of Delaware on November 24, 2010, and renamed it Advanced Water Technology Holdings, Inc.

~~The Securities~~AWTH’s ~~and~~intent ~~Exchange~~is ~~Commission has adopted regulations which generally define a “penny stock”~~ to beacquire ~~any~~and ~~equity~~operate ~~security~~businesses ~~that~~which ~~has a market price of less~~develop, ~~than $5.00 per share or an exercise price of less than $5.00 per share~~manufacture, ~~subject to certain exceptions. Our securities may be covered by the penny stock rules~~license, ~~which~~ ~~impose~~and/or ~~additional~~distribute ~~sales~~advance ~~practice~~water ~~requirements~~technology onproducts ~~broker-dealers who sell such securities to persons other than established customers~~ and ~~accredited investors,~~services ~~which~~on ~~are,~~a ~~generally,~~worldwide ~~institutions with assets in excess of $5~~basis,~~000,000~~ ~~or individuals~~ with ~~net~~a ~~worth~~focus inon ~~excess of $1,000,000 or annual~~emerging ~~income~~markets ~~exceeding~~including ~~$200,000 or $300,000 jointly with their spouse~~China. ~~For transactions~~To ~~covered by this rule~~date, ~~the~~we ~~broker-dealers~~have ~~must~~neither ~~make~~engaged ain ~~special suitability~~any ~~determination~~operations ~~for~~nor ~~the~~generated ~~purchase~~any ~~and~~revenue. ~~receive~~The ~~the~~continuation ~~purchaser's written agreement~~ of ~~the transaction prior to the sale. Consequently, the rule may~~our ~~affect~~business ~~the~~is ~~ability~~dependent ofupon ~~broker-dealers to sell~~ our ~~securities and also may affect the~~ ability ofto ~~any~~obtain ~~shareholder~~adequate tofinancing ~~sell~~arrangements, ~~shares~~and ofultimately, ~~Common~~engage ~~Stock~~ in ~~the~~future ~~secondary market~~profitable operations.

In addition, the Securities and Exchange Commission has adopted a number of rules to regulate “penny stocks”. Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, and 15g-9 under the Exchange Act. Because our securities may from time to time, and at the present time, constitute "penny stocks" within the meaning of these rules, the rules would apply to the Company and to its securities. These rules may further affect the ability of our sole shareholder and other shareholders, if any, to sell their shares in any public market which might develop.15

-Presently, 10we are not in a position to meet our cash requirements -for the next 12 months. We neither generate any cash revenue nor have any cash flow. We will be required to raise capital through the sale or issuance of additional securities or obtain borrowings or advances from third party sources in order to ensure that we can pay our operating expenses and carry out our business plan. In the event we cannot meet our operating costs prior to the obtaining of adequate financing operations, we may cease operations.

~~Index~~Presently, we are not in a position to meet our cash requirements for the next 12 months. We neither generate any cash revenue nor cash flow. Our operating costs, which include professional fees and costs are likely to approximate $19,000 during the next 12 months. In the event we cannot meet our operating costs prior to the effectuation of a business combination, we may cease operations and a business combination may not occur.

~~Shareholders should~~Prior beto ~~aware~~the ~~that~~occurrence of a business combination, ~~according~~we may be required to ~~Securities~~raise ~~and~~capital ~~Exchange~~through ~~Commission~~the ~~Release~~sale or issuance of additional securities or obtain borrowings or advances from third party sources Noin order to ensure that we can pay our operating expenses. ~~34-29093~~It is also possible that a business combination might not occur during the next 12 months, if at all. In the ~~market~~event ~~for~~we ~~penny~~are ~~stocks~~unable ~~has~~to ~~suffered~~pay inour ~~recent~~operating ~~years~~expenses ~~from patterns~~prior to the effectuation of ~~fraud~~a business combination, we may cease operations and ~~abuse.~~a ~~Such~~business ~~patterns~~combination ~~include~~may ~~the~~not ~~following:~~occur.

·Going ~~control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;~~Concern

·Our ~~manipulation~~financial ofstatements ~~prices~~have ~~through~~been ~~prearranged~~prepared ~~matching~~on the basis of accounting ~~purchases~~principles applicable to a going concern. As a result, they do not include adjustments that would be necessary if we were unable to continue as a going concern and ~~sales~~would therefore be obligated to realize assets and ~~false~~discharge our liabilities other than in the normal course of operations. As reflected in the accompanying financial statements, the Company is in the development stage with no operations or revenues, has used cash flows in operations of $38,148 from inception of June 16, 2008 to December 31, 2010 and ~~misleading~~has ~~press~~an ~~releases;~~accumulated deficit of $(43,676) through December 31, 2010. This raises substantial doubt about our ability to continue as a going concern, as expressed by our auditors in its opinion on our financial statements included in this report. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.

·We ~~“boiler~~have ~~room”~~not ~~practices~~yet ~~involving~~established ~~high-pressure~~any ~~sales~~source ~~tactics~~of revenues sufficient to cover our operating costs and ~~unrealistic~~allow ~~price~~us ~~projections~~to bycontinue ~~inexperienced~~as ~~sales~~a ~~persons;~~going concern. Our ability to continue as a going concern is dependent on us obtaining adequate capital or loans to fund operating losses until we become profitable. If we are unable to obtain adequate capital or loans, we could be forced to cease operations. There can be no assurance that we will operate at a profit or additional debt or equity financing will be available, or if available, can be obtained on satisfactory terms.

·Results ~~excessive~~of ~~and undisclosed bid-ask differentials and markups by selling broker-dealers; and~~Operations

·We ~~the~~are ~~wholesale~~a ~~dumping~~development ofstage ~~the~~company ~~same securities by promoters~~ and ~~broker-dealers~~have ~~after~~incurred ~~prices~~losses ~~have~~of ~~been~~$(43,676) as ~~manipulated~~of toDecember a31, ~~desired level~~2010, ~~along~~which ~~with~~are ~~the~~due ~~resulting~~to ~~inevitable~~ongoing ~~collapse~~general ofand ~~those~~administrative ~~prices~~expenses and ~~with~~not ~~consequent~~having ~~investor~~generated ~~losses~~any revenues.

WeResults ~~are aware~~for of the ~~abuses~~Year ~~that~~Ended ~~have~~December ~~occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market~~31, ~~our sole officer and~~ ~~director~~2010 ~~will strive within the confines of practical limitations~~ and ~~applicable laws~~for ~~and regulations to prevent~~ the ~~described~~Year ~~patterns~~Ended ~~from~~December ~~being~~31, ~~established with~~2009 ~~respect to our securities.~~

~~Competition~~Revenues. The Company’s revenues for the year ended December 31, 2010 and the year ended December 31, 2009 were $0. No revenues occurred during these periods, because there were no sales.

WeCost ~~expect to~~of ~~encounter~~Revenues. ~~intense~~The ~~competition~~Company’s ~~from~~cost ~~other entities having a business objective similar to ours. Many~~ of ~~these entities are well-established and have extensive~~revenues ~~experience~~for inthe ~~connection~~year ~~with~~ended ~~identifying~~December ~~and effecting business combinations directly or through affiliates. Many of these competitors possess greater financial~~31, ~~marketing,~~2010 ~~technical, personnel~~ and ~~other resources than us, and there can be no assurances that we will have~~ the ~~ability~~year toended ~~compete successfully.~~December ~~Our~~31, ~~financial~~2009 ~~resources~~were ~~will be extremely limited in comparison to those of many of our competitors~~$0. ~~This inherent competitive limitation could compel us to select certain less attractive Target Businesses for a Business Combination.~~ There ~~can~~was be no ~~assurances~~cost ~~that~~of ~~such Target Businesses will permit us to meet our stated business objective. Our sole officer and director believes~~revenues, ~~however,~~because ~~that~~no ~~our status as a reporting public entity could give us a~~sales ~~competitive~~were ~~advantage~~made ~~over~~by ~~privately~~the ~~held entities having a similar business objective to ours in acquiring a Target Business with significant growth potential on favorable terms~~Company.

~~Uncertainty~~Gross Profit/Loss. The Company’s gross profit/loss Offor ~~Competitive~~the ~~Environment~~year Ofended ~~Target~~December ~~Business~~31, 2010 and the year ended December 31, 2009 was $0. No gross profit/loss occurred during these periods, because there were no sales.

In the event that we succeed in effecting a Business Combination, we will, in all likelihood, become subject to intense competition from competitors of the Target Business. In particular, certain industries which experience rapid growth frequently attract an increasingly larger number of competitors, including competitors with increasingly greater financial, marketing, technical and other resources than the initial competitors in the industry. The degree of competition characterizing the industry of any prospective Target Business cannot presently be ascertained. There can be no assurances that, subsequent to a Business Combination, we will have the resources to compete effectively, especially to the extent that the Target Business is in a high-growth industry.16

~~Federal~~General and Administrative Expenses. General ~~Securities~~and ~~Laws~~administrative ~~Compliance~~expenses for the year ended December 31, 2010 were $13,470 as compared to $18,613 for the year ended December 31, 2009. General and administrative expenses consist primarily of professional service fees paid to our law firm, accounting firm and financial printer handling our SEC filings.

~~Under~~Net ~~the Federal~~Loss. ~~securities~~Net ~~laws,~~loss ~~companies~~for ~~reporting under~~ the ~~Exchange~~year ~~Act~~ended ~~must~~December ~~furnish~~31, ~~shareholders~~2010 ~~certain~~was ~~information about significant acquisitions~~$13,470 ~~which information~~as ~~may~~compared ~~require audited financial statements for a Target Business with respect~~ to ~~one or more fiscal years~~$18,613 ~~depending~~for ~~upon~~ the ~~relative~~year ~~size~~ended ofDecember ~~the acquisition~~31, 2009. ~~Consequently,~~The ~~our~~net ~~policy~~loss iswas due to ~~only~~the ~~effect~~expenses aassociated ~~Business Combination~~ with being a ~~Target~~reporting ~~Business~~company ~~that~~under ~~has~~the ~~available~~Exchange ~~the~~Act ~~requisite~~and ~~audited~~generating ~~financial statements.~~no ~~See~~revenues ~~“Description~~since ofour ~~Securities-General”~~inception.

-Impact ~~11 -~~of Inflation

~~Index~~We believe that the rate of inflation has had negligible effect on our operations. We believe we can absorb most, if not all, increased non-controlled operating costs by increasing sales prices, whenever deemed necessary and by operating our Company in the most efficient manner possible.

~~Facilities~~Liquidity and Capital Resources

~~Our principal~~The ~~office~~following istable ~~located~~sets atforth ~~1560 Calais Drive, Miami, Florida 33141. We occupy this space rent-free. We believe these facilities are adequate to serve~~ our ~~needs~~liquidity ~~until~~and ~~such~~capital ~~time as a Business Combination occurs. We expect to be able~~resources ~~to utilize these facilities, free of charge, until such time~~ as ~~a Business Combination occurs. See “Description~~ of ~~Property”~~December ~~and~~31, ~~“Certain Relationships and Related Transactions”.~~2010:

Employees

Cash and cash equivalents	$	—
Working capital deficit		(12,766	)
Total assets		—
Total liabilities		12,766
Total shareholders’ deficiency		(12,766	)

AsDuring of the ~~date~~ ofperiod ~~this~~June ~~Registration Statement~~16, ~~we are in the development stage and currently have no employees~~2008, ~~other than~~ our ~~sole~~inception, ~~officer~~through ~~and director. Our sole~~December ~~officer~~31, ~~and~~2010, ~~director~~we ~~serves~~had on a ~~part-time~~working ~~basis.~~capital Wedeficit ~~expect~~of ~~to use consultants~~($12, ~~attorneys and accountants as necessary~~766), ~~and~~which dowas ~~not~~due ~~anticipate~~to aspending ~~need~~relating to ~~engage any other employees, so long as we~~ our ~~seeking~~general and ~~evaluating~~administrative ~~Target Businesses.~~expenses ~~The need for employees~~ and ~~their availability will be addressed in connection with the decision whether or~~ not tohaving ~~acquire~~generated aany ~~Target Business, or participate in a specific Business Combination~~revenues.

~~Item~~Cash ~~1A. Risk~~Flows ~~Factors.~~from Operating Activities

~~Not~~We have not generated positive cash flows from operating activities ~~applicable~~since our inception on June 16, 2008. Operating expenditures during the period covered by this report include general and administrative costs. The reason for the cash used in operating activities was due to the professional fees and costs associated with the Company’s preparation and filing of its SEC reports.

~~Item~~Cash ~~1B. Unresolved~~Flows ~~Staff~~from ~~Comments.~~Investing Activities

~~None~~We did not make any investments as of March 15, 2011.

~~Item~~Cash ~~2. Properties.~~Flows from Financing Activities

~~Our principal~~We ~~executive~~have ~~office~~financed isour ~~located~~operations atfrom ~~1560~~the ~~Calais~~issuance of ~~Drive,~~equity ~~Miami,~~securities ~~Florida 33141~~and loans. WeNet ~~believe~~cash ~~these~~provided ~~facilities~~by ~~are~~financing ~~adequate~~activities tofor ~~serve~~the ~~our~~year ~~needs~~ended December 31, 2010 was $12,817. ~~until~~Net ~~such~~cash ~~time~~provided asby afinancing ~~Business~~activities ~~Combination~~for ~~occurs~~the year ended December 31, 2009 was $16,238. We dohad ~~not~~received ~~pay~~loan ~~for~~proceeds in the amount ~~use~~$22,331 as of December 31, 2009 from a related party shareholder; an additional loan of $5,579 was made early in 2010, but ~~such~~then ~~space.~~canceled Weprior ~~anticipate~~to ~~that~~the wechange ~~will~~in ~~rent~~control ~~separate~~on ~~office~~April ~~facilities~~21, ~~and~~2010, resulting in a related party shareholder contribution of $27,910. ~~space~~After the change in control, ~~when~~there ~~needed~~was a related party shareholder loan of $7,238 toduring ~~support~~the year ended December 31, 2010, and the ~~growth~~latter remained outstanding and payable as of ~~our~~December ~~business~~31, 2010.

~~Item~~Intangible ~~3. Legal Proceedings.~~Assets

WeThere ~~are not~~were ano ~~party~~intangible toassets ~~any~~during ~~legal~~the ~~proceedings~~year ended December 31, 2010 ~~nor~~and ~~are~~for wethe ~~aware~~year ofended ~~any~~December ~~threatened litigation~~31, ~~whatsoever~~2009.

~~Item 4. Submission of Matters to a Vote of Security Holders.~~17

~~There were~~Material ~~no matters submitted to a vote of security holders during the fourth quarter of 2009.~~Commitments

-There 12were no material commitments during the year ended December -31, 2010 and for the year ended December 31, 2009.

~~Index~~ Off-Balance Sheet Arrangements

~~PART~~We do not have any off-balance sheet arrangements that have or are IIreasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

~~Item~~Critical ~~5. Market~~Accounting ~~for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.~~Policies

~~Market~~Our financial statements and accompanying notes have been prepared ~~Information~~in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

~~Our common~~We ~~stock~~regularly ~~has~~evaluate ~~not~~the ~~been~~accounting ~~approved~~policies ~~for quotation or trading~~ and, ~~accordingly,~~estimates athat ~~public~~we ~~trading~~use ~~market~~to ~~for~~prepare our ~~shares~~financial ofstatements. ~~common~~In ~~stock~~general, ~~has~~management's ~~not~~estimates ~~yet~~are ~~commenced~~based ~~and no~~on ~~shares~~historical ofexperience, ~~our~~on ~~common stock have been traded. There can be no~~information ~~assurance~~from ~~that~~third ~~such~~party aprofessionals, ~~public~~and ~~trading~~on ~~market~~various ~~will~~other ~~develop,~~assumptions ~~or,~~that ifare ~~such~~believed ato ~~trading market~~be isreasonable ~~developed,~~under ~~that~~the itfacts ~~can~~and ~~be maintained with liquidity~~circumstances. On ~~March~~Actual ~~19,~~results ~~2010,~~could ~~there~~differ ~~were~~from 2those ~~registered~~estimates ~~holders~~made ofby ~~our common stock~~management.

~~Dividends~~Cash and Cash Equivalents

We ~~have not~~consider ~~paid~~all ~~any~~highly ~~dividends~~liquid oninvestments ~~our~~with ~~common~~original ~~stock,~~maturities of ~~and~~three itmonths isor ~~not~~less ~~anticipated~~to ~~that any dividends will~~ be ~~paid~~cash ~~in the foreseeable future~~equivalents. ~~The~~We ~~declaration~~have ~~and~~no ~~payment~~cash ~~of dividends in the future will be determined by the Board of Directors in light of conditions then existing, including our earnings, financial condition, capital requirements and other factors~~equivalents.

~~Recent Sales~~Use of ~~Unregistered Securities~~Estimates

The ~~following~~ ispreparation ~~a summary~~ of ~~the~~financial ~~sole~~statements ~~transaction by us from June 16, 2008, which is our inception, through March 19, 2010 involving sales of our securities that were not registered under the Securities Act. The offer and sale was made~~ in ~~reliance~~conformity onwith ~~Section 4(2) of the Securities Act, or Regulation D~~generally ~~promulgated~~accepted ~~under~~accounting ~~Section~~principles ~~4(2)~~requires ofmanagement the Securities Act, as transactions by an issuer not involving any public offering. The purchaser was an “accredited investor”, as that term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended. The purchaser was provided access to ~~all~~make ~~material~~estimates ~~information which it requested,~~ and ~~all~~assumptions ~~information~~that ~~necessary~~affect ~~to verify~~certain ~~such~~reported ~~information~~amounts and ~~were afforded access to management of the registrant in connection with this purchase~~disclosures. ~~The holder of the unregistered securities~~ ~~acquired such securities for investment and not with a view toward distribution~~Accordingly, ~~acknowledging~~ ~~such~~actual ~~intent~~results tocould ~~the~~differ registrant. All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from ~~registration~~those ~~under the Securities Act, in any further resale or disposition~~estimates.

~~Founder Share Issuance~~Inventories

OnInventories ~~June 16,~~are ~~2008,~~valued at the ~~date~~lower of ~~our~~cost ~~inception, we issued 3,000,000 shares of our restricted common stock to Willowhuasca Wellness, Inc. for $3,000,~~ or ~~$0.001~~market ~~per share. The~~on ~~investor represented its intention to acquire the shares for investment only and not with~~ a ~~view to sell the shares~~ first-in ~~connection with~~, ~~any~~first-out ~~distribution~~(FIFO) ~~thereof~~basis, and aninclude ~~appropriate~~finished ~~restrictive legend was affixed to the share certificate~~goods. ~~We believe that the issuance of the shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2).~~

-Revenue ~~13 -~~Recognition

~~Index~~We recognize revenue when:

~~Item~~· ~~6. Selected~~Persuasive ~~Financial~~evidence ~~Data.~~of an arrangement exists;

~~The following~~· ~~financial~~Shipment ~~data~~ has been derived from and should be read in conjunction with (i) our audited financial statements for the year ended December 31, 2009, the period ended December 31, 2008, and for the period June 16, 2008 (our inception) to December 31, 2009, together with the notes to these financial statementsoccurred; (ii) and the sections of this report entitled “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included elsewhere herein or filed with the SEC. Our historical results are not necessarily indicative of the results we may achieve in any future period.

Statement of Operations Data:	Year Ended December 31, 2009			Period from June 16, 2008 (inception) to December 31, 2008			Cumulative from June 16, 2008 (inception) to December 31, 2009
Revenue:	$	-			-			-
Expenses:
General and administrative		18,613			11,593			30,206
Total expenses		18,613			11,593			30,206
Net (loss)	$	(18,613	)		(11,593	)		(30,206	)
Basic and diluted net (loss) per share	$	-			-
Weighted average number of common shares outstanding		3,000,000			3,000,000

·	Price is fixed or determinable; and

	As of			As of
Consolidated Balance Sheet Data:	December 31, 2009			December 31, 2008
Cash and cash equivalents	$	-		$	-
Working capital		(27,206	)		(8,593	)
Total assets		-			-
Total long-term liabilities		-			-
Total liabilities		27,206			8,593
Total shareholders’ (deficit)		(27,206	)		(8,593	)

·	Collectability is reasonably assured.

-For 14the period from June 16, 2008 (inception) through December 31, -2010, we recognized revenues of $0.

~~Index~~18

~~Item~~Earnings ~~7. Management’s~~(Loss) ~~Discussion~~Per ~~And Analysis Of Financial Condition And Results Of Operations~~Share

~~The following~~We ~~discussion~~compute ~~should~~earnings beper ~~read~~share in ~~conjunction~~accordance with the Accounting Standards Codification (i“ASC”) ~~our~~260 ~~audited financial~~“Earnings ~~statements~~per ~~for~~Share” ~~the~~which ~~period~~was ~~June~~previously ~~16,~~Statement ~~2008,~~of ~~our~~Accounting ~~inception, through~~Standards ~~December~~No. 31128, ~~2009,~~"Earnings ~~the~~per ~~period~~Share”. ~~ended~~Under ~~December 31, 2008, and~~ the ~~year~~provisions ~~ended December~~of ~~31,~~ASC ~~2009~~260, ~~and~~basic ~~the~~earnings ~~related~~per ~~notes;~~share ~~and~~is ~~(ii)~~computed ~~the~~by ~~section~~dividing ~~entitled~~the ~~“Business”~~net ~~that~~income ~~appears~~(loss) ~~elsewhere~~for inthe ~~this~~period ~~report. The~~by ~~following discussion~~the ~~contains~~weighted ~~forward-looking~~average ~~statements~~number ~~that~~of ~~reflect~~common ~~our~~shares ~~plans,~~outstanding ~~estimates and~~during ~~beliefs. Our actual results could differ materially from those discussed in~~ the ~~forward looking statements~~period. ~~Factors~~Diluted ~~that could cause or contribute to such~~earnings ~~differences~~per ~~include,~~share ~~but~~is ~~are~~computed ~~not~~by ~~limited~~dividing ~~to,~~the ~~those~~net ~~discussed~~income ~~below~~(loss) ~~and~~for ~~elsewhere in~~the ~~this~~period ~~report.~~by ~~You~~the ~~should~~weighted ~~not~~average ~~place~~number ~~undue~~of ~~certainty~~common onand ~~these forward-looking~~potentially ~~statements,~~dilutive ~~which~~common ~~apply~~shares ~~only~~outstanding asduring of the ~~date of this report~~period. ~~Our financial~~There ~~statements~~were ~~are~~no ~~stated~~potentially indilutive ~~United~~common ~~States~~shares ~~Dollars~~outstanding ~~and~~during the ~~are~~period ~~prepared~~from ~~in accordance~~June ~~with~~16, ~~United~~2008 ~~States~~(inception) ~~Generally~~through ~~Accepted~~December ~~Accounting Principles~~31, 2010.

~~The statements~~Intangible in this report include forward-looking statements. These forward-looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. You should not rely upon these forward-looking statements as predictions of future events because we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur. You can identify a forward-looking statement by the use of the forward-terminology, including words such as “may”, “will”, “believes”, “anticipates”, “estimates”, “expects”, “continues”, “should”, “seeks”, “intends”, “plans”, and/or words of similar import, or the negative of these words and phrases or other variations of these words and phrases or comparable terminology. These forward-looking statements relate to, among other things: our sales, results of operations and anticipated cash flows; capital expenditures; depreciation and amortization expenses; sales, general and administrative expenses; our ability to maintain and develop relationship with our existing and potential future customers; and, our ability to maintain a level of investment that is required to remain competitive. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including, but not limited to: variability of our revenues and financial performance; risks associated with technological changes; the acceptance of our products in the marketplace by existing and potential customers; disruption of operations or increases in expenses due to our involvement with litigation or caused by civil or political unrest or other catastrophic events; general economic conditions, government mandates and conditions in the gaming/entertainment industry in particular; and, the continued employment of our key personnel and other risks associated with competition.Assets

~~For~~We ~~a discussion~~evaluate of the ~~factors~~recoverability ~~that~~of ~~could~~identifiable ~~cause~~intangible ~~actual results to differ materially~~assets ~~from~~whenever ~~the~~events ~~forward-looking~~or ~~statements~~changes ~~see~~in ~~the~~circumstances ~~“Liquidity~~indicate ~~and~~that ~~Capital~~an ~~Resources” section~~intangible ~~under “Management~~asset’s ~~Discussion~~carrying ~~and~~amount ~~Analysis~~may ofnot ~~Financial~~be ~~Condition~~recoverable. ~~and~~There ~~Results~~was ofno ~~Operations”~~impairment inloss ~~this~~for ~~item of this report and~~ the ~~other~~period ~~risks~~from ~~and uncertainties~~June ~~that are set forth elsewhere in this report or detailed in our other Securities and Exchange Commission reports and filings. We believe it is important to communicate our expectations. However~~16, ~~our~~2008 ~~management disclaims~~(inception) ~~any~~through ~~obligation~~December ~~to update any forward-looking statements whether as a result of new information~~31, ~~future events or otherwise~~2010.

~~Overview~~Income Taxes

~~Alchemical Capital~~The ~~Corp., a Florida corporation (the “~~Company”, ~~“us”,~~accounts ~~“we”~~for ~~and~~income ~~“our),~~taxes ~~is a development stage company conducting no business operations, other than our efforts to effect a business combination with a target business that desires to utilize our status~~ as aoutlined ~~reporting~~in ~~corporation~~ASC ~~under~~740 ~~the Exchange Act.~~“Income Taxes”, which ~~we consider~~was topreviously ~~have~~Statement ~~significant growth potential. We were incorporated in the State~~ of ~~Florida~~Financial onAccounting ~~June~~Standards ~~16, 2008~~No. To ~~date~~109, we“Accounting ~~have~~for ~~neither engaged~~Income ~~in any operations nor generated any revenue~~Taxes. ~~We cannot~~” ~~predict~~Under tothe ~~what~~asset ~~extent our liquidity~~ and ~~capital~~liability ~~resources~~method ~~will~~of beASC ~~diminished prior~~140, todeferred ~~the~~tax ~~consummation~~assets ofand aliabilities ~~business~~are ~~combination~~recognized orfor ~~whether~~the ~~our~~estimated ~~capital~~future ~~will~~tax beconsequences ~~further~~attributable ~~depleted~~to bydifferences between the ~~operating~~financial ~~losses,~~statement ifcarrying ~~any,~~amounts of ~~the~~existing ~~target~~assets ~~business~~and ~~with~~liabilities and ~~which~~their werespective ~~may~~tax ~~effectuate~~bases. aDeferred ~~business~~tax ~~combination.~~assets ~~The~~and ~~continuation~~liabilities ofare ~~our~~measured ~~business is~~using ~~dependent~~enacted ~~upon~~tax ~~our~~rates ~~ability~~in toeffect ~~obtain~~for ~~adequate~~the ~~financing~~year ~~arrangements,~~in ~~effectuate~~which athose ~~business~~temporary ~~combination~~differences ~~and~~are ~~ultimately,~~expected ~~engage~~to inbe ~~future~~recovered ~~profitable operations~~or settled.

~~Presently, we~~Fair ~~are~~Value not in a position to meet our cash requirements for the next 12 months. We neither generate any cash revenue nor cash flow. Our operating costs, which include professional fees and costs are likely to approximate $19,000 during the next 12 months. In the event we cannot meet our operating costs prior to the effectuation of aFinancial ~~business combination, we may cease operations and a business combination may not occur.~~Instruments

-The 15Company considers that the carrying amount of financial instruments, -including accounts payable, approximates fair value because of the short maturity of these instruments.

~~Index~~Recent Accounting Pronouncements

~~Prior~~The ~~to the~~Company ~~occurrence~~has ofadopted aall ~~business~~recently ~~combination,~~issued weaccounting ~~may be required to raise capital~~pronouncements. ~~through~~The ~~the~~adoption ~~sale or issuance~~ of ~~additional~~the ~~securities~~accounting orpronouncements, ~~obtain~~including ~~borrowings~~those ~~or advances~~not ~~from~~yet ~~third~~effective, ~~party~~is ~~sources~~not inanticipated ~~order~~ to ~~ensure~~have ~~that we can pay our operating expenses. It is also possible that~~ a ~~business~~material ~~combination~~effect ~~might~~on ~~not occur during~~ the ~~next~~financial 12position ~~months,~~or ifresults ~~at all. In the event we are unable to pay our operating expenses prior to the effectuation~~ of ~~a business combination, we may cease~~ operations ~~and~~of athe ~~business combination may not occur~~Company.

~~Going~~Item ~~Concern~~7A. Quantitative and Qualitative Disclosures about Market Risk.

~~Our financial~~We ~~statements~~are ~~have been prepared on the basis of accounting principles applicable to a going concern. As a result, they do~~ not ~~include~~currently ~~adjustments~~subject ~~that would be necessary if we were unable~~ to ~~continue~~risks asrelated ~~a going concern and would therefore be obligated~~ to ~~realize~~foreign ~~assets and discharge our liabilities other~~currency ~~than~~exchange inrate ~~the normal course of operations~~fluctuations. As reflected in the accompanying financial statements, the Company is in the development stage with no operations or revenues, has used cash flows in operations of $25,331 from inception of June 16, 2008 to December 31, 2009 and has an accumulated deficit of $(30,206) through December 31, 2009. This raises substantial doubt about our ability to continue as a going concern, as expressed by our auditors in its opinion on our financial statements included in this report. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.

~~We have not yet established any source of revenues sufficient to cover our operating costs and allow us to continue as a going concern.~~ Our ~~ability~~functional tocurrency ~~continue as a going concern~~ is ~~dependent~~the onUnited usStates ~~obtaining~~dollar. ~~adequate~~We ~~capital~~do ornot ~~loans to~~currently ~~fund~~transact ~~operating~~our ~~losses~~business ~~until~~in weother ~~become profitable~~currencies. If weAs ~~are~~a ~~unable to obtain adequate capital or loans~~result, we ~~could~~are benot ~~forced~~subject to ~~cease~~exposure ~~operations. There~~from ~~can~~movements bein noforeign ~~assurance~~currency ~~that we will operate at a profit or additional debt or~~exchange ~~equity~~rates. ~~financing~~We ~~will~~do benot ~~available,~~use orderivative iffinancial ~~available,~~instruments ~~can~~for bespeculative ~~obtained~~trading ~~on satisfactory terms~~purposes.

~~Results of Operations~~19

WeItem ~~are~~8. ~~a development~~Financial ~~stage~~Statements ~~company~~ and ~~have~~Supplementary ~~incurred losses of $(30,206) as of December 31, 2009, which are due to ongoing general and administrative expenses and not having generated any revenues~~Data.

~~Results for~~REPORT ~~the~~OF ~~Year~~INDEPENDENT ~~Ended~~REGISTERED ~~December~~PUBLIC ~~31, 2009 and the Period from June 16, 2008 (our~~ACCOUNTING ~~inception) through December 31, 2008~~FIRM

~~Revenues.~~To ~~The Company’s revenues for~~ the ~~year~~Board ~~ended~~of ~~December~~Directors ~~31, 2009~~ and ~~the period ended December 31,~~ ~~2008~~Stockholders ~~were~~of ~~$0. No~~Advanced ~~revenues~~Water ~~occurred~~Technology ~~during these periods~~Holdings, ~~because no there were no sales~~Inc.

~~Cost~~We ofhave audited the accompanying balance sheet ~~Revenues~~of Advanced Water Technology Holdings, Inc. ~~The~~ ~~Company’s~~(a ~~cost~~development ofstage ~~revenues~~enterprise) ~~for~~(formerly ~~the~~known ~~year~~as ~~ended~~“Alchemical Capital Corp.”) (the “Company”) as of December 31, 2010 and 2009 and the ~~period~~related statements of operations, stockholders’ equity/(deficit), and cash flows for the years then ended, and for the period June 16, 2008 (inception) through December 31, ~~2008~~2010. ~~were~~These financial ~~$0. There~~statements ~~was~~are ~~not~~the ~~cost~~responsibility of ~~revenues,~~the ~~because~~company’s nomanagement. ~~sales~~Our ~~were~~responsibility ~~made~~is byto ~~the~~express an opinion on these financial ~~Company~~statements based on our audits.

~~Gross~~We ~~Profit/Loss~~conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). ~~The~~Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company’s ~~gross~~is ~~profit/loss~~not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for ~~the~~designing ~~year~~audit ~~ended~~procedures ~~December~~that 31are appropriate in the circumstances, ~~2009~~but ~~and~~not for the ~~period~~purpose of expressing an opinion on the effectiveness of the Company’s internal control over ~~ended~~financial ~~December~~reporting. 31Accordingly, ~~2008~~we ~~was~~express $0no such opinion. No ~~gross~~An ~~profit/loss~~audit ~~occurred~~also ~~during~~includes examining, on a test basis, evidence supporting ~~these~~the ~~periods~~amounts and disclosures in the financial statements, ~~because~~assessing nothe ~~there~~accounting ~~were~~principles noused ~~sales~~and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~General~~In ~~and~~our ~~Administrative~~opinion, the financial statements referred ~~Expenses.~~to ~~General~~above ~~and~~present ~~administrative~~fairly, ~~expenses~~in ~~for~~all material respects, the ~~year~~financial ~~ended~~position ~~December~~of Advanced Water Technology Holdings, Inc. (a Delaware corporation) as of December 31, 2010 and 2009 ~~were~~and ~~$18,613~~the asresults ~~compared~~of toits ~~11,593~~operations and its cash flows for the ~~period~~years ~~from~~then ended and the period June 16, 2008 ~~(our~~ (inception) through December 31, ~~2008. General~~2010, ~~and~~in ~~administrative expenses~~conformity ~~consist~~with ~~primarily~~accounting ofprinciples ~~professional~~generally ~~service~~accepted ~~fees paid to our law firm,~~in ~~accounting~~the ~~firm~~United ~~and~~States ~~financial~~of ~~printer handling our SEC filings~~America.

~~Net~~The ~~Loss.~~accompanying ~~Net~~financial ~~loss~~statements ~~for~~have ~~the~~been ~~year~~prepared ~~ended~~assuming ~~December~~that ~~31,~~the ~~2009~~Company ~~was~~will ~~$18,613~~continue as ~~compared~~a togoing ~~11,593~~concern. ~~for~~As discussed further in Note 1, the ~~period~~Company has been in the ~~from~~development stage since its inception (June 16, 2008) ~~(our~~and ~~inception)~~continues ~~through~~to ~~December~~incur ~~31,~~significant ~~2008~~losses. The ~~net~~Company's viability is dependent ~~loss~~upon ~~was~~its ~~due~~ability to obtain future financing and the ~~expenses~~success ~~associated~~of ~~with~~its ~~being~~future aoperations. ~~reporting~~These ~~company~~factors ~~under~~raise substantial doubt as to the Company's ability to continue as a going concern. Management's plan in regard to these matters is also described in Note ~~Exchange~~1. ~~Act~~The ~~and~~financial ~~generating~~statements nodo ~~revenues~~not ~~since~~include ~~our~~any ~~inception~~adjustments that might result from the outcome of this uncertainty.

~~Impact of~~/s/ ~~Inflation~~Lake & Associates CPA’s LLC

~~We believe that the rate of inflation has had negligible effect on our Company. We believe we can absorb most~~Schaumburg, ~~if not all, increased non-controlled operating costs by operating our Company in the most efficient manner possible.~~Illinois

-April ~~16 -~~8, 2011

~~Index~~20

~~Liquidity and~~Advanced ~~Capital~~Water ~~Resources~~Technology Holdings, Inc.

~~The following~~(formerly ~~table~~known ~~sets forth our liquidity and capital resources~~ as ofAlchemical ~~December 31,~~Capital ~~2009:~~Corp)

Cash and cash equivalents	$	-
Working capital deficit		(27,206)
Total assets		-
Total liabilities		27,206
Total shareholders’ deficiency		(27,206)

(A Development Stage Company)

~~During the~~Financial period June 16, 2008, our inception, through December 31, 2009, we had a working capital deficit of ($27,206), which was due to spending relating to our general and administrative expenses and not having generated any revenues.Statements

~~Cash Flows~~For ~~from~~Year ~~Operating~~Ended ~~Activities~~December 31, 2010

~~We have not generated positive cash flows from operating activities since our inception on June 16, 2008. Operating expenditures during the period covered by this report include general~~ and ~~administrative costs. The reason for~~ the ~~cash~~ ~~used~~Cumulative inPeriod ~~operating activities was due to the professional fees and costs associated with the Company’s preparation and filing of its Registration Statement on Form 10.~~

~~Cash Flows~~ from ~~Investing~~Inception ~~Activities~~(June 16, 2008) through December 31, 2010

~~We did not make any investments as of March 19, 2010.~~(audited)

~~Cash Flows from Financing Activities~~21

WeAdvanced ~~have financed~~Water ~~our~~Technology ~~operations from the issuance of equity securities and loans. Net cash provided by financing activities for the year ended December 31~~Holdings, ~~2009 was $16,238~~Inc. Net cash provided by financing activities for the period from June 16, 2008, our inception, through December 31, 2008 was $9,093. We have received loan proceeds in the amount $22,331 as of December 31, 2009 from a related party shareholder, which remains outstanding and payable.

~~Intangible Assets~~(formerly known as Alchemical Capital Corp)

~~There were~~(A noDevelopment ~~intangible assets during the year ended December 31, 2009 and from the~~Stage ~~period June 16, 2008 (inception~~Company) ~~through December 31, 2009.~~

~~Material Commitments~~Balance Sheets

~~There were no material commitments during the year ended December 31, 2009 and from the period June 16, 2008~~ (~~inception~~audited) ~~through December 31, 2009.~~

Off-Balance Sheet Arrangements

	Dec 31, 2010			Dec 31, 2009
	(Audited)			(Audited)
CURRENT ASSETS
Cash & equivalents	$	—		$	—

Total Assets	$	—		$	—



LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable & accrued expenses	$	5,528		$	4,875
Loan from shareholder		7,238			22,331

Total Liabilities		12,766			27,206

SHAREHOLDERS' DEFICIT
Common stock (75,000,000 shares authorized; par $.0001
6,750,000 issued and outstanding)		675			675
Additional paid in capital		30,235			2,325
Deficit accumulated during the development stage		(43,676	)		(30,206	)

		(12,766	)		(27,206	)

Total Liabilities and Shareholders' Deficit	$	—		$	—

WeThe doaccompanying ~~not have~~notes ~~any off-balance sheet arrangements that have or~~ are ~~reasonably~~an ~~likely~~integral topart ~~have~~of athese ~~current or future effect on our~~ financial ~~condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors~~statements.

~~Critical Accounting Policies~~22

~~Our financial~~Advanced ~~statements~~Water ~~and~~Technology accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilitiesHoldings, ~~the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods~~Inc.

-(formerly ~~17 -~~known as Alchemical Capital Corp)

~~Index~~(A Development Stage Company)

~~We regularly~~Statements ~~evaluate~~of the accounting policies and estimates that we use to prepare our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.Operations

Cash and Cash Equivalents

							Cumulative
							From Inception
							(June 16, 2008)
	Year Ended December 31						Through
	2010			2009			December 31, 2010

Revenue	$	—		$	—		$	—

Expenses
General and administrative		13,470			18,613			43,676
Total expenses		13,470			18,613			43,676

Net income (loss)	$	(13,470	)	$	(18,613	)	$	(43,676	)

Basic and diluted net loss per share		(0.00	)		(0.00	)

Weighted average shares outstanding		6,750,000			6,750,000

~~We consider~~The ~~all~~accompanying ~~highly~~notes ~~liquid~~are ~~debt~~an ~~instruments~~integral ~~with original maturities~~ part of ~~three months~~these orfinancial ~~less to be cash equivalents~~statements. ~~We have no cash equivalents.~~

~~Use of Estimates~~23

~~The preparation~~Advanced ofWater ~~financial~~Technology ~~statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly~~Holdings, ~~actual results could differ from those estimates~~Inc.

~~Inventories~~(formerly known as Alchemical Capital Corp)

~~Inventories are valued at the lower of cost or market on a first-in, first-out~~ (~~FIFO)~~A ~~basis, and~~Development ~~include~~Stage ~~finished goods.~~Company)

~~Revenue Recognition~~Statement of Shareholders’ Deficit

~~We recognize revenue when:~~(audited)

· Persuasive evidence of an arrangement exists;

					Additional
	Number of		Common		Paid-in		Accumulated
	Common Shares		Stock		Capital		Deficit			Total

Balance at June 16, 2008
(Inception), Founder's
Shares issued for cash
(3,000,000 shares at $.001/share)		6,750,000	$	675	$	2,325	$	—		$	3,000

Net Loss for the period								(11,593	)		(11,593	)


Balance at
December 31, 2008		6,750,000	$	675	$	2,325	$	(11,593	)	$	(8,593	)

Net Loss for the period								(18,613	)		(18,613	)


Balance at
December 31, 2009		6,750,000	$	675	$	2,325	$	(30,206	)	$	(27,206	)

Shareholder Contribution						27,910					27,910

Net Loss for the period								(13,470	)		(13,470	)


Balance at
December 31, 2010		6,750,000	$	675	$	30,235	$	(43,676	)	$	(12,766	)

·The ~~Shipment~~accompanying ~~has~~notes ~~occurred;~~are an integral part of these financial statements.

~~· Price is fixed or determinable; and~~24

·Advanced ~~Collectibility~~Water isTechnology ~~reasonably~~Holdings, ~~assured~~Inc.

~~For the period from June 16, 2008~~ (~~inception)~~formerly ~~through~~known ~~December~~as ~~31,~~Alchemical ~~2009,~~Capital ~~we recognized revenues of $0.~~Corp)

~~Earnings~~ (~~Loss)~~A ~~Per~~Development ~~Share~~Stage Company)

~~We compute~~Statements ~~earnings per share in accordance with the Accounting Standards Codification (“ASC”) 260 “Earnings per Share” which was previously Statement~~ of ~~Accounting~~ ~~Standards~~Cash No. 128, "Earnings per Share”. Under the provisions of ASC 260, basic earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. There were no potentially dilutive common shares outstanding during the period from June 16, 2008 (inception) through December 31, 2009.Flows

~~Intangible Assets~~(audited)

We evaluate the recoverability of identifiable intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. There was no impairment loss for the period from June 16, 2008 (inception) through December 31, 2009.

							Cumulative
							From Inception
							(June 16, 2008)
	Year Ended Dec 31						Through
	2010			2009			December 31, 2010

CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(13,470	)	$	(18,613	)	$	(43,676	)
Increase (decrease) in accounts payable		653			2,375			5,528

Net cash used in operating activities		(12,817	)		(16,238	)		(38,148	)

CASH FLOWS FROM FINANCING ACTIVITIES:

Loan from shareholder - before change in control		5,579			16,238			27,910
Loan from shareholder - after change in control		7,238						7,238
Cancellation of loan from shareholders		(27,910	)		—			(27,910	)
Shareholder contribution		27,910			—			30,910


Net cash provided by financing activities		12,817			16,238			38,148


NET INCREASE IN CASH & CASH EQUIVALENTS		—			—			—

CASH & CASH EQUIVALENTS, BEGINNING BALANCE		—			—			—

CASH & CASH EQUIVALENTS, ENDING BALANCE	$	—		$	—		$	—

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

NONCASH INVESTING AND FINANCING TRANSACTIONS

-The 18accompanying notes are an integral part -of these financial statements.

~~Index~~25

~~Income Taxes~~Advanced Water Technology Holdings, Inc.

~~The Company~~(A ~~accounts~~Development ~~for~~Stage income taxes as outlined in ASC 740 “Income Taxes”, which was previously Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.” Under the asset and liability method of Statement 109, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.Company)

~~Fair Value~~Notes ofto Financial ~~Instruments~~Statements

~~The Company~~December ~~considers that the carrying amount of financial instruments~~31, ~~including accounts payable, approximates fair value because of the short maturity of these instruments.~~2010

~~Share Based~~NOTE ~~Payments~~1 - DESCRIPTION OF BUSINESS AND DEVELOPMENT STAGE RISK

~~(included in ASC 718 “Compensation-Stock Compensation”)~~ORGANIZATION

~~In December~~Advanced ~~2004,~~Water ~~the~~Technology ~~FASB~~Holdings, ~~issued SFAS No~~Inc. ~~123~~(~~R),~~the “~~Share-Based Payment,~~Company” ~~which~~), ~~replaces~~formerly ~~SFAS~~known ~~No.~~as ~~123~~Alchemical ~~and~~Capital ~~supersedes APB Opinion No~~Corp. ~~25. Under SFAS No. 123(R)~~, ~~companies~~ ~~are~~is ~~required~~a todevelopment ~~measure~~stage ~~the~~company ~~compensation~~incorporated ~~costs~~in ofFlorida ~~share-based compensation arrangements based~~ on ~~the~~June ~~grant-date~~16, ~~fair value and recognize the costs in the financial statements over the period during which employees or independent contractors are required to provide services~~2008. ~~Share-based compensation~~On ~~arrangements include stock options and warrants, restricted share~~November ~~plans~~24, ~~performance-based awards~~2010, ~~share appreciation rights and employee share purchase plans. In March 2005,~~ the ~~SEC~~Company ~~issued~~re-domiciled ~~Staff~~to ~~Accounting~~Delaware ~~Bulletin No. 107, or “SAB 107”. SAB 107 expresses views of the staff regarding the interaction between SFAS No. 123(R)~~ and ~~certain~~changed ~~SEC rules and regulations and provides the staff's views regarding the valuation of share-based payment arrangements for public companies. SFAS No. 123(R) permits public companies to adopt~~ its ~~requirements~~ ~~using~~name ~~one of two methods. On April 14, 2005, the SEC adopted a new rule amending the compliance dates for SFAS 123(R). Companies may elect~~ to ~~apply~~Advanced ~~this~~Water ~~statement~~Technology ~~either prospectively~~Holdings, or on a modified version of retrospective application under which financial statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for those periods under SFAS 123Inc.

~~Effective October~~The 4,Company ~~2007,~~intends ~~the~~to ~~Company~~acquire ~~has~~and ~~fully~~operate ~~adopted~~businesses ~~the~~which ~~provisions~~as ofa whole ~~SFAS~~develop, ~~No.~~license, ~~123(R)~~ manufacture, market, and/or ~~related~~distribute ~~interpretations~~advanced aswater ~~provided~~technology byproducts ~~SAB~~and ~~107.~~services Ason ~~such,~~a ~~compensation~~worldwide ~~cost~~basis. isAt ~~measured~~March on1, 2011, the ~~date~~Company ofhad ~~grant~~not asyet ~~the~~commenced ~~fair~~any ~~value~~formal ofbusiness ~~the~~operations ~~share-based~~and ~~payments. Such~~all ~~compensation~~activity ~~amounts~~to date related to the Company formation, ifcapital ~~any~~stock issuance, ~~are~~professional ~~amortized~~fees ~~over~~with ~~the~~regard ~~respective~~to ~~vesting~~proposed Securities and Exchange Commission (“SEC”) ~~periods~~filing and identification of ~~the~~businesses. ~~share-based~~The ~~payments~~Company's fiscal year ends on December 31st.

~~Recent Accounting~~Going ~~Pronouncements~~Concern

The Company’s ~~has~~financial ~~adopted~~statements ~~all~~are ~~recently~~prepared ~~issued~~using ~~accounting~~generally ~~pronouncements. The~~accepted ~~adoption~~accounting ofprinciples in the ~~accounting~~United ~~pronouncements~~States of America applicable to a going concern, which contemplates the realization ~~including~~of ~~those~~assets and the satisfaction of liabilities in the normal course of business. The Company has not yet ~~effective,~~established an isongoing ~~not~~source ~~anticipated~~of revenues sufficient to ~~have~~cover its operating costs and allow it to continue as a ~~material~~going ~~effect~~concern. The ability of the Company to continue as a going concern is dependent on the ~~financial~~Company ~~position~~obtaining oradequate ~~results~~capital ofto fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The ofaccompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~Item~~Management’s ~~7A. Quantitative~~Plan ~~and~~to ~~Qualitative~~Continue ~~Disclosures about~~as ~~Market~~a ~~Risk.~~Going Concern

WeThe ~~are~~Company has met its historical working capital requirements ~~not~~from ~~subject~~the sale of its capital shares and loans from shareholders. In order to ~~risks~~continue ~~related~~as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to ~~foreign~~obtain ~~currency~~such ~~exchange~~resources ~~rate~~for the ~~fluctuations~~Company include (1) obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses, and (2) seeking out and completing a merger with an existing operating company. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

~~Our functional~~The ~~currency~~ability isof the ~~United~~Company ~~States~~to ~~dollar.~~continue Weas doa ~~not~~going ~~transact~~concern ~~our~~is ~~business~~dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other ~~currencies~~sources of financing and attain profitable operations. In Asorder ato ~~result~~minimize the financial burden on the Company, weAdvanced ~~are~~Water Technologies, ~~not~~Inc., ~~subject~~the Company’s majority shareholder, has agreed to ~~exposure~~provide ~~from~~non-interest ~~movements~~bearing demand loans to the Company into ~~foreign~~pay ~~currency~~the ~~exchange~~Company’s ~~rates.~~annual Weaudit dofees, ~~not~~filing ~~use~~costs, ~~derivative~~legal ~~financial~~fees and other costs as long as the Board of Directors of the ~~instruments~~Company and Advanced Water Technologies, Inc. deem it necessary. The Company will account for ~~speculative~~each ~~trading~~such ~~purposes~~payment as a demand loan and, accordingly, be recorded as a current liability on the Company’s books. There can be no assurance that such financial support shall be ongoing or available on terms or conditions acceptable to the Company.

-Development ~~19 -~~Stage Risk

~~Index~~Since its inception, the Company has been dependent upon the receipt of capital investment to fund its continuing activities. In addition to the normal risks associated with a new business venture, there can be no assurance that the Company's business plan will be successfully executed. Our ability to execute our business plan will depend on our ability to obtain additional financing and achieve a profitable level of operations. There can be no assurance that sufficient financing will be obtained. Further, we cannot give any assurance that we will generate substantial revenues or that our business operations will prove to be profitable.

~~Item 8. Financial Statements and Supplementary Data.~~26

~~REPORT~~NOTE ~~OF INDEPENDENT~~2 ~~REGISTERED~~– ~~PUBLIC~~ ACCOUNTING ~~FIRM~~POLICIES

ToBASIS ~~the Board~~OF ofPRESENTATION ~~Directors~~– ~~and~~DEVELOPMENT STAGE COMPANY

~~Stockholders~~The Company has not earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of ~~Alchemical~~a ~~Capital~~“Development ~~Corp~~Stage Enterprise” as set forth in ASC 915 “Development Stage Entities”, which was previously Financial Accounting Standards Board Statement No. 7. Among the disclosures required by ASC 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity/(deficit) and cash flows disclose activity since the date of the Company’s inception. The unaudited financial statements included in this report have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting and include all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation.

WeCASH ~~have audited~~AND ~~the~~CASH accompanying balance sheet of Alchemical Capital Corp. (a development stage enterprise)(the “Company”) as of December 31, 2009 and 2008 and the related statements of operations, stockholders’ equity/(deficit), and cash flows for the years then ended, and for the period June 16, 2008 (inception) through December 31, 2009. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.EQUIVALENTS

~~We conducted~~The ~~our audits in accordance with the standards of the Public~~ Company ~~Accounting~~ ~~Oversight~~considers ~~Board~~all ~~(United~~highly ~~States).~~liquid ~~Those~~investments ~~standards~~with ~~require that we plan~~original ~~and~~maturities ~~perform the audit to obtain reasonable assurance about whether the financial statements are free~~ of ~~material~~three ~~misstatement.~~months ~~The~~or ~~Company~~less ~~is not required~~ to ~~have,~~ ~~nor~~be ~~were~~cash ~~we engaged to perform, an audit of its internal control over financial reporting~~equivalents. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

InEARNINGS ~~our opinion,~~PER the financial statements referred to above present fairly, in all material respects, the financial position of Alchemical Capital Corp. (a Florida corporation) as of December 31, 2009 and 2008 and the results of its operations and its cash flows for the years then ended and the period June 16, 2008 (inception) through December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.SHARE

The ~~accompanying~~ ~~financial~~Company ~~statements~~computes ~~have~~earnings ~~been~~per ~~prepared~~share ~~assuming~~in ~~that~~accordance with the ~~Company~~Accounting ~~will~~Standards ~~continue~~Codification as(“ASC”) a260 ~~going~~“Earnings ~~concern.~~per AsShare” ~~discussed~~which ~~further~~was inpreviously ~~Note~~Statement 1,of ~~the~~Accounting ~~Company~~Standards ~~has~~No. ~~been~~128, in"Earnings ~~the~~per ~~development~~Share”. Under ~~stage~~the ~~since~~provisions ~~its~~of ~~inception~~ASC ~~(June 16~~260, ~~2008)~~basic ~~and continues~~earnings toper ~~incur~~share ~~significant~~is ~~losses.~~computed ~~The~~by ~~Company's~~dividing the ~~viability~~net isincome ~~dependent~~(loss) ~~upon its~~for ~~ability~~the toperiod ~~obtain~~by ~~future~~the ~~financing~~weighted ~~and~~average ~~the~~number ~~success~~ of ~~its~~common ~~future~~shares ~~operations. These~~outstanding ~~factors~~during ~~raise~~the ~~substantial~~period. ~~doubt~~Diluted asearnings per toshare ~~the~~is ~~Company's~~computed ~~ability~~by todividing ~~continue~~the ~~as a~~net ~~going~~income ~~concern.~~(loss) ~~Management's~~for ~~plan~~the inperiod ~~regard~~by tothe ~~these~~weighted ~~matters~~average isnumber ~~also~~of ~~described~~common and potentially indilutive ~~Note~~common 1.shares ~~The~~outstanding ~~financial~~during ~~statements~~the doperiod. There ~~not~~were ~~include~~no ~~any~~potentially ~~adjustments~~dilutive ~~that~~common ~~might result~~shares ~~from~~outstanding during the ~~outcome of this uncertainty~~period.

~~/s/~~USE ~~Lake~~OF ~~& Assoicates CPA's LLC~~ ESTIMATES

~~Lake~~The preparation of financial statements in conformity with accounting &principles ~~Associates~~generally ~~CPA’s~~accepted ~~LLC~~in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

~~Boca Raton,~~INCOME ~~Florida~~TAXES

~~March~~The 18Company accounts for income taxes as outlined in ASC 740 “Income Taxes”, which was previously Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.” ~~2010~~Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

-FAIR ~~20 -~~VALUE OF FINANCIAL INSTRUMENTS

~~Index~~The Company considers that the carrying amount of financial instruments, including accounts payable, approximates fair value because of the short maturity of these instruments.

ALCHEMICAL CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
(Audited)
	December 31, 2009			December 31, 2008
ASSETS
CURRENT ASSETS:
Cash & equivalents	$	-		$	-
Total Assets	$	-		$	-
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Accounts payable		4,875			2,500
Loans from shareholder	$	22,331		$	6,093
Total Liabilities		27,206			8,593
SHAREHOLDERS' DEFICIENCY
Common stock (no par value, 100,000,000 shares authorized;
3,000,000 issued and outstanding)		3,000			3,000
Deficit accumulated during the development stage		(30,206	)		(11,593	)
	$	(27,206	)	$	(8,593	)
Total Liabilities and Shareholders' Deficiency	$	-		$	-

RELATED PARTIES

~~The~~Related ~~accompanying~~parties, ~~notes~~which can be a corporation, individual, investor or another entity are anconsidered ~~integral~~to ~~part~~be ofrelated if the party has the ability, directly or indirectly, to control the other party ~~these~~or exercise significant influence over the Company in making financial ~~statements~~and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. The Company has these relationships.

~~- 21 -~~27

~~Index~~RECENT ACCOUNTING PRONOUNCEMENTS

ALCHEMICAL CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Audited)
				Period from			Cumulative from
	For the year			June 16, 2008 (Inception)			June 16, 2008 (Inception)
	ended December 31, 2009			through December 31, 2008			through December 31, 2009
Revenue:	$	-		$	-		$	-
Expenses:
General and Administrative		18,613			11,593			30,206
Total Expenses		(18,613	)		(11,593	)		(30,206	)
Net (loss) before Income Taxes		(18,613	)		(11,593	)		(30,206	)
Income Tax Expense		-			-			-
Net (loss)	$	(18,613	)	$	(11,593	)	$	(30,206	)
Basic and diluted net loss per share	$	-		$	-		$	-
Weighted average number of shares outstanding		3,000,000			3,000,000

The Company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.

~~The~~NOTE ~~accompanying~~3 ~~notes~~– ~~are~~SHAREHOLDERS’ ~~an integral part of these financial statements.~~EQUITY

-On 22June 16, 2008, the Company issued 3,000,000 shares of common -stock to its initial shareholder in exchange for $3,000.

~~Index~~On April 21, 2010, Willowhuasca Wellness, Inc., a Florida corporation, and Narayan Capital Funding Corp., a Florida corporation (each a “Seller” and collectively, the “Sellers”), completed the sale of 2,970,000 shares of common stock of Advanced Water Technology Holdings, Inc., to Advanced Water Technologies, Inc. (the “Purchaser”).

ALCHEMICAL CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF SHAREHOLDERS' DEFICIT
FOR THE PERIOD JUNE 16, 2008 (INCEPTION) THROUGH DECEMBER 31, 2009
(Audited)
	Number of		Common		Accumulated
	Common Shares		Stock		Deficit			Total
Balance at June 16, 2008 (Inception), Founder's
Shares issued for cash (3,000,000 shares at $.001/share)		3,000,000	$	3,000	$			$	3,000
Net Loss for the period						(11,593	)		(11,593	)
Balance at
December 31, 2008		3,000,000	$	3,000	$	(11,593	)	$	(8,593	)
Net Loss for the period						(18,613	)		(18,613	)
Balance at
December 31, 2009		3,000,000	$	3,000	$	(30,206	)	$	(27,206	)

The sale resulted in the transfer of ninety-nine percent (99%) of the issued and outstanding shares of capital stock of the Company to the Purchaser, which resulted in a change in control of the Company. Narayan Capital Funding Corp. retains 27,000 shares of common stock and Willowhuasca Wellness, Inc. retains 3,000 shares of common stock, representing an aggregate of one (1%) percent of the issued and outstanding shares of capital stock of the Company retained by the Sellers.

~~The~~Sellers ~~accompanying~~and ~~notes~~Purchaser ~~are~~agreed anthat, ~~integral~~during ~~part~~the ofsix (6) month period ~~these~~following ~~financial~~April ~~statements~~21, 2010 (the “Closing Date”), the Purchaser may effect a reverse split or a forward split event (each a “Recapitalization Event”) so long as such Recapitalization Event effects all shareholders immediately prior to the recapitalization on a pro rata basis.

Each of the Sellers severally agreed to lock up, leak-out 23provisions that will last with an agreed lock-up, leak-out of no more than ten (10%) percent per day of the daily trading volume in a single day and no more than a cumulative of ten (10%) percent per month of the monthly volume and no more than ten (10%) percent per month of their total share ownership as measured by their initial holding, of the each of the Sellers individual ownership interest percentage of the shares of Common Stock, as measured on the date that the shares of Common Stock become free trading shares AND are eligible for trading on the OTCBB, AMEX, NASDAQ or NYSE Stock Market, whichever listing or quotation occurs first. In addition, if the trading strike price falls below Two Dollars ($2.00) during the first (1st) year of trading, Purchaser agrees to provide both Sellers with an additional Thirty Thousand (30,000) Shares of Common Stock, to be divided equally pursuant to the Sellers individual ownership percentage.

~~Index~~On November 24, 2010 the Company re-domiciled from the State of Florida to the State of Delaware and increased the Company’s authorized shares of common stock to 75,000,000 shares, par value $0.0001, and shares of preferred stock to 25,000,000 par value $0.0001.

ALCHEMICAL CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Audited)
					Period from			Cumulative from
	For the year				June 16, 2008 (Inception)			June 16, 2008 (Inception)
	ended December 31, 2009				through December 31, 2008			through December 31, 2009
OPERATING ACTIVITIES:
Net loss		$	(18,613	)	$	(11,593	)	$	(30,206	)
Increase (decrease) in accounts payable			2,375			2,500			4,875
Net cash used in operating activities			(16,238	)		(9,093	)		(25,331	)
FINANCING ACTIVITIES:
Proceeds from loan from shareholders			16,238			6,093			22,331
Proceeds from issuance of common stock			-			3,000			3,000
Net cash provided by financing activities			16,238			9,093			25,331
NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS			-			-			-
CASH & CASH EQUIVALENTS, BEGINNING BALANCE			-			-			-
CASH & CASH EQUIVALENTS, ENDING BALANCE		$	-		$	-		$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Taxes paid		$	-		$	-		$	-
Interest paid		$	-		$	-		$	-
NON-CASH ACTIVITIES		$	-		$	-		$	-

The Company effected a forward stock split of the common stock at a forward split ratio of 2.25-for-1, pursuant to a plan approved by the Company’s Board of Directors. As a result of the forward stock split, every pre-split share of common stock issued was automatically exchanged for 2.25 post-split share of the common stock, $0.0001 par value per share, with any fractional shares resulting from the exchange being rounded up to the nearest whole share. Accordingly, the number of shares of the Company’s common stock issued and outstanding has been increased from 3,000,000 shares to approximately 6,750,000 shares, without accounting for fractional shares.

~~The~~NOTE ~~accompanying~~4 ~~notes~~– ~~are~~INCOME ~~an integral part of these financial statements.~~TAXES

-The 24Company provides for income taxes under ASC 740, “Income -Taxes”, which was previously Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

~~Index~~28

~~ALCHEMICAL~~ASC 740 requires the reduction of deferred tax assets by a valuation ~~CAPITAL~~allowance ~~CORP~~if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

(AThe provision for income taxes differs from the amounts which would ~~DEVELOPMENT~~be ~~STAGE~~provided ~~COMPANY)~~by applying the statutory federal income tax rate of 34% to the net loss before provision for income taxes for the following reasons:

NOTES TO FINANCIAL STATEMENTS

	December 31			December 31
	2010			2009
Income tax expense (asset) at statutory rate		(4,580	)		(6,328	)
Valuation allowance		4,580			6,328
Income tax expense per books		—			—

~~DECEMBER 31,~~Net ~~2009~~deferred tax assets consist of the following components as of:

NOTE 1 - DESCRIPTION OF BUSINESS AND DEVELOPMENT STAGE RISK

	December 31			December 31
	2010			2009
NOL carryover		43,676			30,206
Valuation allowance		(43,676	)		(30,206	)
Net deferred tax asset		—			—

~~ORGANIZATION~~Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for the years ended December 31, 2010 and December 31, 2009, were $43,676 and 30,206, respectively, and for federal income tax reporting purposes are subject to annual limitations. Should a change in our ownership occur the net operating loss carry forwards may be limited as to their use in future years.

~~Alchemical Capital~~NOTE ~~Corp.~~5 ~~(the~~- ~~“Company”),~~RELATED aPARTY development stage company, was incorporated in Florida on June 16, 2008. The Company intends to serve as a vehicle to effect asset acquisition, merger, exchange of capital stock or other type of business combination with a domestic or foreign business. At December 31, 2009, the Company had not yet commenced any formal business operations and all activity to date related to the Company formation, capital stock issuance, professional fees with regard to proposed Securities and Exchange Commission filing and identification of businesses. The Company's fiscal year ends on December 31st.TRANSACTIONS

~~Going~~On April 21, 2010, the Company’s majority shareholder before ~~Concern~~the change in control or stock transfer canceled loans to the Company in the amount of $27,910 and, as a result, such amount increased paid in capital to the Company.

~~The Company’s~~After ~~financial~~the ~~statements~~change ~~are~~in ~~prepared~~control, ~~using~~the ~~generally~~Company’s ~~accepted~~majority ~~accounting~~shareholder, ~~principles~~Advanced inWater ~~the~~Technologies, ~~United~~Inc. ~~States~~has ofprovided ~~America~~loans ~~applicable~~ to athe ~~going~~Company ~~concern,~~in ~~which contemplates~~ the ~~realization~~amount of ~~assets~~$7,238 ~~and~~as ~~the satisfaction~~ of ~~liabilities~~December ~~in the~~31, ~~normal course of business~~2010. The Company ~~has~~does not ~~yet~~lease ~~established~~or ~~an ongoing~~rent ~~source~~any ofproperty. Office ~~revenues~~space ~~sufficient~~and toservices ~~cover~~are ~~its~~provided ~~operating~~without ~~costs~~charge. ~~and~~Such ~~allow~~costs itare immaterial to ~~continue~~the asfinancial astatements ~~going~~and, ~~concern~~accordingly, have not been reflected therein. The ~~ability~~officers and directors of the Company to ~~continue~~are asinvolved ain ~~going~~other ~~concern~~business isactivities ~~dependent~~and onmay, in the ~~Company~~future, ~~obtaining~~become ~~adequate capital~~involved toin ~~fund~~other ~~operating~~business ~~losses~~opportunities. If ~~until~~a itspecific business opportunity becomes ~~profitable. If~~available, ~~the Company~~such ispersons ~~unable~~may toface ~~obtain~~a ~~adequate~~conflict ~~capital,~~in itselecting ~~could~~between bethe ~~forced~~Company toand ~~cease~~their other business ~~operations~~interests. The ~~accompanying~~Company ~~financial~~has ~~statements do~~ not ~~include~~formulated ~~any adjustments~~a ~~that~~policy ~~might~~for ~~be necessary if~~ the ~~Company~~resolution isof ~~unable~~such ~~to continue as a going concern~~conflicts.

~~Management’s Plan to Continue as a Going Concern~~29

~~The Company~~Item ~~has~~9. ~~met~~Changes ~~its historical working capital requirements from the sale of its capital shares and loans from shareholders.~~ In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (1) obtaining capital from management and ~~significant~~ ~~shareholders~~Disagreements ~~sufficient~~with toAccountants ~~meet~~on ~~its~~Accounting ~~minimal operating expenses,~~ and ~~(2)~~Financial ~~seeking out and completing a merger with an existing operating company~~Disclosure. ~~However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.~~

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operationsNone. In order to minimize the financial burden on the Company, Narayan Capital Funding Corp., the Company’s majority shareholder, has agreed to provide non-interest bearing demand loans to the Company to pay the Company’s annual audit fees, filing costs, legal fees and other costs as long as the Board of Directors of the Company and Narayan Capital Funding Corp. deem it necessary. The Company will account for each such payment as a demand loan and, accordingly, be recorded as a current liability on the Company’s books. There can be no assurance that such financial support shall be ongoing or available on terms or conditions acceptable to the Company.

~~Development Stage~~Item ~~Risk~~9A. Controls and Procedures.

~~Since~~In ~~its inception~~April, ~~the~~2010 ~~Company~~Basilio ~~has~~Chen ~~been~~was ~~dependent~~elected ~~upon the receipt~~ Chairman of ~~capital investment to fund its continuing activities. In addition to~~ the ~~normal~~Board, ~~risks~~President, ~~associated with~~Chief aExecutive ~~new business venture~~Officer, ~~there~~Secretary ~~can~~and beTreasurer noof ~~assurance that~~ the Company~~'s business plan will be successfully executed~~. Our ability to execute our business plan will depend on our ability to obtain additional financing and achieve a profitable level of operations. There can be no assurance that sufficient financing will be obtained. Further, we cannot give any assurance that we will generate substantial revenues or that our business operations will prove to be profitable.

-We 25maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the reports that we file under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Treasurer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

~~Index~~As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our President and Treasurer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of our fourth fiscal quarter covered by this report. Based on the foregoing, our President and Treasurer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

~~ALCHEMICAL~~There has been no change in our internal controls over financial ~~CAPITAL~~reporting ~~CORP~~during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

~~(A DEVELOPMENT~~MANAGEMENT’S ~~STAGE~~REPORT ~~COMPANY)~~ON INTERNAL CONTROL OVER FINANCIAL REPORTING

~~NOTES~~Our management is responsible for establishing and maintaining adequate TOinternal ~~FINANCIAL~~control ~~STATEMENTS~~over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and financial officer and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

~~DECEMBER 31,~~· ~~2009~~Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

~~(Continued)~~· Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

~~NOTE 2~~· –Provide ~~ACCOUNTING~~reasonable ~~POLICIES~~assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

~~BASIS~~Because of its inherent limitations, internal control over financial OFreporting ~~PRESENTATION~~may –not ~~DEVELOPMENT~~prevent ~~STAGE~~or ~~COMPANY~~detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company has not earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in ASC 915 “Development Stage Entities”, which was previously Financial Accounting Standards Board Statement No. 7. Among the disclosures required by ASC 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity/(deficit) and cash flows disclose activity since the date of the Company’s inception.30

~~CASH~~The Company’s management assessed the effectiveness of the ~~AND~~Company’s ~~CASH~~internal ~~EQUIVALENTS~~control over financial reporting as of December 31, 2010. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. The COSO framework is based upon five integrated components of control: control environment, risk assessment, control activities, information and communications and ongoing monitoring.

~~The~~Based on the assessment performed, management has concluded that the Company’s ~~considers~~internal ~~all~~control ~~highly~~over ~~liquid~~financial ~~debt~~reporting, ~~instruments~~as ~~with~~of ~~original~~December ~~maturities~~31, 2010, is effective and provides reasonable assurance regarding the reliability of its financial reporting and the preparation of its financial statements in accordance with generally ~~three~~accepted ~~months~~accounting orprinciples. ~~less~~Further, tomanagement behas ~~cash~~not ~~equivalents~~identified any material weaknesses in internal control over financial reporting as of December 31, 2010.

~~EARNINGS~~This annual ~~PER~~report ~~SHARE~~does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

~~The Company~~/s/ ~~computes earnings per share in accordance with the Accounting Standards~~Basilio Codification (“ASC”) 260 “Earnings per Share” which was previously Statement of Accounting Standards No. 128, "Earnings per Share”. Under the provisions of ASC 260, basic earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. There were no potentially dilutive common shares outstanding during the period.Chen

~~USE~~Chairman OFof ~~ESTIMATES~~the Board, Chief Executive Officer, President, Secretary and Treasurer

~~The preparation~~Item of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures9B. ~~Accordingly,~~ ~~actual~~Other ~~results could differ from those estimates~~Information.

~~INCOME~~There exists no information required to be ~~TAXES~~disclosed by us in a report on Form 8-K during the three-month period ended December 31, 2010, but not reported. Kim Le resigned from the position of Vice-President, Finance as of April 8, 2011. Ms. Le resigned due to time constraints of her other growing business interests. There were no differences of opinion with respect to accounting. The Company expects to utilize Ms. Le’s firm, A2Q2, to assist in accounting and compliance for acquired companies.

The Company accounts for income taxes as outlined in ASC 740 “Income Taxes”, which was previously Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.31

~~FAIR VALUE~~PART ~~OF FINANCIAL INSTRUMENTS~~III

~~The Company~~Item ~~considers~~10. ~~that the carrying amount of financial instruments~~Directors, ~~including accounts~~Executive ~~payable,~~Officers ~~approximates~~and ~~fair~~Corporate ~~value because of the short maturity of these instruments~~Governance.

-Our 26directors -and executive officers and their ages as of March 31, 2011 is as follows:

Index

Name	Age	Principal Positions With Us

Basilio Chen	58	Chairman of the Board, Chief Executive Officer, President, Secretary and Treasurer

R. Dixon “Dirk” Speas, Jr.	64	Vice-President, Business Operations

~~ALCHEMICAL~~Basilio Chen is our Chairman of the Board, Chief Executive ~~CAPITAL~~Officer, ~~CORP~~President, Secretary and Treasurer, which positions he has held since April, 2010. Mr. Chen is the Managing Partner of Evotech Management Corporation, an international merchant banking advisory firm focusing on cross-border transactions, located in San Bruno, California and Shanghai, PRC, since 2005. Mr. Chen has over 25 years of experience in the telecommunications, computer, green technology and health industries, and over 15 years of experience in management and finance, and has started, financed, actively managed, and operated a multitude of companies. Mr. Chen has been advisor to corporations, public and private, as well as federal, city and state governments. Mr. Chen has given over 200 seminars worldwide in technology, business, and health, and has been part of panels on water industry opportunities in China. Mr. Chen is an alumni of La Salle College, Panama and an Eta Kappa Nu and Tau Beta Pi graduate in Electronics & Electrical Engineering (Cum Laude) from California Polytechnic State University. In 1975, he attended the Florida State University Master of Business Administration program and subsequently was a post-graduate at the University of British Columbia in 1976. Mr. Chen is a registered professional engineer in the Republic of Panama. Mr. Chen is fluent in English, Chinese and Spanish.

R. Dixon “Dirk” Speas, Jr. is our Vice-President, Business Operations, which position he has held since November 2010. Mr. Speas has been in global high technology for thirty years, working in management/corporate officer roles for such companies as ROLM Corporation, Aspect Communications (Atwice), Latitude Communications, ~~DEVELOPMENT~~Cisco ~~STAGE~~Networks, ~~COMPANY~~NuVox, SS8 Networks, and Siperian. In these positions, Mr. Speas was responsible for achieving significant growth, international sales, operations, and M&A objectives as he held responsibilities at various (and sometimes overlapping) times for customer support, manufacturing, product development, and international sales. Mr. Speas earned his CPA while at Ernst & Ernst. He received his BS - Industrial Engineering and an MS - Operations Research in 1970, and an MBA in 1975, from Stanford University. Mr. Speas served in the United States Public Health Service from 1970 to 1972.

~~NOTES~~There are no acquisitions, business combinations, or mergers pending TOor ~~FINANCIAL~~which ~~STATEMENTS~~have occurred involving the Company. Presently, we have no plans, proposals, agreements, understandings or arrangements of any kind or nature whatsoever to acquire or merge with any specific business or company, and we have not identified any specific business or company for investigation and evaluation. Until such time as a Business Combination occurs, our officers and director do not expect any change in our management.

~~DECEMBER~~Our Board of Directors does not have audit, 31compensation or nominating committees, ~~2009~~and no determination has been made as to whether our sole director qualifies as an “audit committee financial expert”, as defined in Item 407 of Regulation S-K.

~~RELATED~~Compliance ~~PARTIES~~with Section 16(a) of the Act

~~Related~~Section 16(a) of the Exchange Act requires ~~parties~~our officers and directors, ~~which~~and ~~can~~persons bewho aown ~~corporation~~more than ten percent (10%) of our shares of common stock, ~~individual~~to file reports of ownership and changes in ownership with the SEC. Officers, ~~investor~~directors orand ~~another~~greater ~~entity~~than ten percent (10%) stockholders are required by regulations ~~considered~~promulgated by the SEC to befurnish ~~related~~us ifwith ~~the~~copies ~~party~~of ~~has~~all ~~the~~Section ~~ability,~~16(a) ~~directly~~forms orthat ~~indirectly,~~ they file. With reference to ~~control~~transactions during the ~~other~~fiscal ~~party~~year orended ~~exercise~~December ~~significant~~31, ~~influence~~2008, ~~over~~to ~~the~~our ~~Company~~knowledge, ~~in making~~based ~~financial~~solely ~~and~~on ~~operating~~review ~~decisions.~~of ~~Companies~~the ~~are~~copies ~~also~~of ~~considered~~such reports furnished to beus ~~related~~and ifwritten ~~they~~representations, ~~are~~all ~~subject~~Section to16(a) ~~common~~forms ~~control~~required orto ~~common~~be ~~significant~~filed ~~influence. The~~with ~~Company~~the ~~has~~SEC ~~these~~were ~~relationships~~filed.

~~RECENT ACCOUNTING PRONOUNCEMENTS~~32

~~The company~~Code ~~has adopted all recently issued accounting pronouncements. The adoption~~ of ~~the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.~~Ethics

~~SUBSEQUENT~~We do not currently have a code of ethics applicable ~~EVENTS~~to our principal executive and financial officers. Prior to an acquisition, we do not believe such a code is necessary because we are not an operating company. Our Board of Directors intends to consider adopting such a code in the future.

~~We evaluated~~Involvement ~~subsequent~~in ~~events~~Certain ~~through~~Legal ~~the date and time our financial statements were issued on March 17, 2010.~~Proceedings

~~NOTE~~None of our directors, executive officers or control persons has 3been –involved ~~SHAREHOLDERS’~~in ~~EQUITY~~any of the events prescribed by Item 401(f) of Regulation S-K during the past five years, including:

On1. ~~June 16,~~any ~~2008,~~bankruptcy ~~the~~petition ~~Company~~filed ~~issued~~by ~~3,000,000~~or ~~shares~~against any business of ~~common~~which ~~stock~~such toperson ~~its~~was ~~initial shareholder~~a ingeneral ~~exchange~~partner ~~for~~or ~~$3,000.~~executive officer either at the time of the bankruptcy or within two years prior to that time;

~~NOTE 4~~2. –any ~~INCOME~~conviction ~~TAXES~~in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

~~The Company~~3. ~~provides~~being ~~for~~subject ~~income~~to ~~taxes~~any ~~under~~order, ~~ASC 740~~judgment, ~~“Income~~or ~~Taxes”~~decree, ~~which~~not ~~was previously~~subsequently ~~Statement~~reversed, ofsuspended ~~Financial~~or ~~Accounting Standards No. 109~~vacated, ~~Accounting~~of ~~for Income~~any ~~Taxes.~~court ~~ASC 740 requires the use~~ of ancompetent ~~asset~~jurisdiction, ~~and~~permanently ~~liability~~or ~~approach~~temporarily ~~in accounting~~enjoining, ~~for~~barring, ~~income~~suspending ~~taxes.~~or ~~Deferred~~otherwise ~~tax~~limiting ~~assets~~his ~~and~~involvement ~~liabilities~~in ~~are~~any ~~recorded based~~type ~~on the differences between the financial statement and tax bases~~ of ~~assets and~~business, ~~liabilities~~securities ~~and~~or ~~the~~banking ~~tax~~activities; ~~rates in effect when these differences are expected to reverse.~~or

~~ASC~~4. ~~740 requires~~being ~~the~~found ~~reduction~~by ofa ~~deferred~~court ~~tax~~of ~~assets~~competent byjurisdiction (in a ~~valuation~~civil ~~allowance if~~action), ~~based on~~the Securities and Exchange Commission or the ~~weight~~Commodity ofFutures ~~available~~Trading ~~evidence,~~Commission itto ishave ~~more~~violated ~~likely~~a ~~than~~federal ~~not~~or ~~that~~state ~~some~~securities or ~~all of~~commodities ~~the~~law, ~~deferred~~and ~~tax~~the ~~assets~~judgment ~~will~~has not bebeen ~~realized~~reversed, suspended, or vacated.

~~The provision~~Item ~~for~~11. ~~income~~Executive ~~taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34% to the net loss before provision for income taxes for the following reasons:~~Compensation.

	December 31,			December 31,
	2009			2008
Income tax expense (asset) at statutory rate	$	(6,328	)	$	(3,942	)
Valuation allowance		6,328			3,942
Income tax expense per books	$	-0-		$	-0-

Executive Compensation

-No 27officer will receive any salary or other -compensation in connection with being employed by, or providing services to, us. There are no employment or consulting agreements with our officers and director in any form whatsoever.

~~Index~~ The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the following persons for services performed for us during 2010 in all capacities.

~~ALCHEMICAL CAPITAL~~Summary ~~CORP.~~Compensation Table

(A DEVELOPMENT STAGE COMPANY)


	Year		Salary ($)		Bonus ($)		Stock Awards ($)(2)(3)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Name and Principal Position (a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)

CEO Basilio Chen (1)		2010	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
CEO Robert Papiri		2010	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
VP R. Dixon Speas, Jr (2)			$	0	$	0	$		$	0	$	0	$	0	$	0	$	0

NOTES TO FINANCIAL STATEMENTS

(1)

Mr. Chen became Chief Executive Officer in April 2010 and Mr. Papiri resigned in that same month.

Mr. Chen also serves as Chairman, Principal Financial Officer and Principal Accounting Officer.

(2)

VP R. Dixon Speas, Jr. became a Vice President in November, 2010.

~~DECEMBER 31, 2009~~33

~~(Continued)~~Employment Agreements

~~Net~~We have not entered into any employment or consulting agreements ~~deferred~~with ~~tax~~our ~~assets~~executive ~~consist~~officers. Our ofdecision ~~the~~to ~~following~~enter ~~components~~into asan ~~of:~~employment agreement or consulting agreements, if any, will be made by our compensation committee.

	December 31,			December 31,
	2009			2008
NOL Carryover	$	30,206		$	11,593
Valuation allowance		(30,206	)		(11,593	)
Net deferred tax asset	$	-0-		$	-0

Potential Payments Upon Termination or Change in Control

~~Due~~There ~~to the~~were ~~change~~no inpotential ~~ownership~~payments ~~provisions~~or ofbenefits ~~the~~payable ~~Tax~~to ~~Reform~~our ~~Act of 1986, net operating~~named ~~loss~~executive ~~carry~~officer ~~forwards~~upon ~~for~~his ~~the~~termination ~~years~~of ~~ended~~employment ~~December~~or ~~31,~~in ~~2009~~connection ~~and~~with ~~December 31, 2008, were $30,206 and 11,593, respectively, and for federal income tax reporting purposes are subject to annual limitations. Should~~ a change in ~~our ownership occur the net operating loss carry forwards may be limited as to their use in future years~~control.

~~NOTE 5~~Grants of Plan-Based ~~CONCENTRATION~~Awards OFin ~~CREDIT RISK~~2010

~~Financial instruments~~We ~~that~~have ~~potentially~~not ~~subject~~granted ~~the~~any ~~Company~~plan-based toawards ~~concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (FDIC) up~~ to ~~$250,000.~~our ~~At December 31~~officers, ~~2009 and December 31, 2008, respectively, the Company had no~~since ~~amounts~~our ~~in excess of FDIC insured limit~~inception.

~~NOTE 6~~Outstanding -Equity ~~RELATED~~Awards ~~PARTY~~at ~~TRANSACTIONS~~Fiscal Year-End

~~The Company’s~~We ~~majority~~did ~~shareholder~~not ~~has~~have ~~provided~~any ~~loans~~outstanding toequity ~~the~~awards ~~Company~~to inour ~~the~~named ~~amount~~executive ~~of $22~~officers,~~331~~ as of December 31, ~~2009~~2010, ~~and~~our ~~$6,093~~fiscal ~~as of December 31, 2008~~year-end.

~~The Company~~Option ~~does~~Exercises ~~not lease or rent any property. Office space~~ and ~~services~~Stock ~~are provided~~Vested without charge by an officer / shareholder. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.2010

-Our 28named executive officers did not exercise any options, nor did -any unvested shares of stock vest, during fiscal year 2010. Our named executive officers did not have any stock options or unvested shares of stock of the Company.

~~Index~~Equity Incentive Plan

~~Item~~We 9expect to adopt an equity incentive plan. ~~Changes~~ InThe purposes of the plan are to attract and ~~Disagreements~~retain qualified persons upon whom our sustained progress, growth and profitability depend, to motivate these persons to achieve long-term company goals and to more closely align these persons' interests with those of our other shareholders ~~Accountants~~by onproviding ~~Accounting~~them with a proprietary interest in our growth and ~~Financial~~performance. ~~Disclosure~~Our executive officers, employees, consultants and non-employee directors will be eligible to participate in the plan. We have not determined the amount of shares of our common stock to be reserved for issuance under the proposed equity incentive plan.

~~None.~~Potential Employment Agreement and Benefits

~~Item~~There ~~9A. Controls~~is no present intention to enter into employment or consulting agreements with Basilio Chen and ~~Procedures~~R. Dixon Speas, Jr.

~~We maintain~~Potential ~~disclosure~~Payments ~~controls~~Upon ~~and~~Termination ~~procedures~~or ~~that~~Change ~~are designed to ensure that the information required to be disclosed~~ in the reports that we file under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Treasurer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.Control

As ~~required~~ ~~by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation~~ of ~~our~~December ~~management~~31, ~~including our President and Treasurer~~2010, ofthere ~~the~~were ~~effectiveness~~no ofpotential ~~the~~payments ~~design~~or ~~and operation of our~~benefits ~~disclosure~~payable ~~controls~~to ~~and procedures as of the end of~~ our ~~fourth~~named ~~fiscal~~executive ~~quarter covered~~officers byupon ~~this~~their ~~report.~~termination ~~Based~~or onin ~~the~~connection ~~foregoing,~~with ~~our~~a ~~President~~change ~~and~~in ~~Treasurer concluded that our disclosure controls and procedures were effective at the reasonable assurance level~~control.

~~There~~Grants ~~has been~~of noPlan-Based ~~change~~Awards in our internal controls over financial reporting during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.2010

~~MANAGEMENT’S REPORT~~We ONhave ~~INTERNAL~~not ~~CONTROL~~granted ~~OVER~~any ~~FINANCIAL~~plan-based ~~REPORTING~~awards to our named executive officers, since our inception.

Our management of is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and financial officer and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:34

·Item ~~Pertain~~12. toSecurity ~~the~~Ownership ~~maintenance~~ of ~~records~~Certain ~~that~~Beneficial inOwners ~~reasonable detail accurately~~ and ~~fairly~~Management ~~reflect the transactions~~ and ~~dispositions~~Related ofStockholder ~~the assets of the Company;~~Matters.

·The ~~Provide~~following ~~reasonable~~table ~~assurance~~sets ~~that~~forth ~~transactions~~certain ~~are~~information ~~recorded~~regarding asbeneficial ownership ~~necessary to permit preparation~~ of ~~financial~~our ~~statements~~common instock ~~accordance~~as ~~with~~of ~~generally~~March ~~accepted~~1, ~~accounting principles~~2011, ~~and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and~~for:

· each ~~Provide~~person ~~reasonable~~or ~~assurance~~group ~~regarding~~known ~~prevention~~to orus ~~timely~~to ~~detection~~beneficially ofown ~~unauthorized~~5% ~~acquisition, use~~ or ~~disposition~~more of ~~the~~our ~~Company’s~~common ~~assets that could have a material effect on the financial statements.~~stock;

~~Because~~· ofeach ~~its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections~~ of ~~any~~our ~~evaluation~~directors ofand ~~effectiveness to~~director ~~future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.~~nominees;

~~The~~· ~~Company’s~~each ~~management assessed the effectiveness~~ of ~~the~~our ~~Company’s~~named ~~internal control~~executive ~~over~~officers; financial reporting as of March 19, 2010. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. The COSO framework is based upon five integrated components of control: control environment, risk assessment, control activities, information and ~~communications and ongoing monitoring.~~

~~- 29~~· -all of our executive officers and directors as a group.

~~Index~~Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law.

~~Based~~The ~~on the~~number ~~assessment~~of ~~performed,~~shares ~~management~~beneficially ~~has~~owned ~~concluded~~by ~~that~~each ~~the~~shareholder ~~Company’s~~is ~~internal~~determined ~~control~~under ~~over~~rules ~~financial~~promulgated ~~reporting,~~by asthe SEC. The information is not necessarily indicative of ~~March~~beneficial ~~19,~~ownership ~~2010,~~for isany ~~effective~~other ~~and~~purpose. ~~provides~~Under ~~reasonable~~these ~~assurance~~rules, ~~regarding~~beneficial ownership includes any shares as to which the ~~reliability~~individual ofor ~~its~~entity ~~financial~~has sole or shared voting or investment ~~reporting~~power and any shares as to which the ~~preparation~~individual ofor ~~its~~entity ~~financial~~has ~~statements~~the inright ~~accordance~~to ~~with generally~~acquire ~~accepted~~beneficial ~~accounting~~ownership ~~principles. Further,~~within ~~management~~60 ~~has~~days ~~not~~after March ~~identified~~1, 2011, through the exercise of any ~~material~~stock ~~weaknesses~~option, inwarrant ~~internal~~or ~~control~~other ~~over~~right. ~~financial~~The ~~reporting as~~inclusion in the following table of ~~March~~those 19shares, however, ~~2010~~does not constitute an admission that the named shareholder is a direct or indirect beneficial owner.

This annual report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

Beneficial owner	Number of Shares Beneficially Owned(1)		Percentage of Shares Outstanding(1)
Advanced Water Technologies, Inc (2)		6,682,500		99%

Narayan Capital/ Willowhuasca Wellness, Inc.(3)		67,500		1%

All directors and executive officers as a group		6,750,000		100%

~~/s/ Robert Papiri~~ (1) The number of shares and percentage of class beneficially owned set forth above is determined under rules promulgated by the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares that the individual has the right to acquire within 60 days through the exercise of stock options. Unless otherwise indicated and pursuant to applicable community property laws, each person or entity named in the table has sole voting power and investment power with respect to all shares of common stock listed as owned by such person or entity.

~~Robert Papiri~~(2) Basilio Chen, Chairman of the Board, Chief Executive Officer, President, Secretary, Treasurer and sole director, maintains voting and investment control of the shares held by Advanced Water Technologies, Inc. As a result, Mr. Chen is deemed to beneficially own all of the shares of Common Stock held by Advanced Water Technologies, Inc.

~~Chairman~~(3) Robert Papiri maintains sole voting and investment control of Narayan Capital Funding Corp who owns 60, ~~President~~750 shares and ~~Treasurer~~Willowhuasca Wellness, Inc., which owns 6750 shares and, as a result, is deemed to beneficially own such shares of common stock.

~~Item 9B. Other Information.~~35

~~There exists~~Item no13. ~~information~~Certain ~~required~~Relationships toand ~~be disclosed by us in a report on Form 8-K~~Related ~~during the three-month period ended December 31~~Transactions, ~~2009,~~and ~~but~~Director ~~not reported~~Independence.

-Related ~~30 -~~Party Transactions

~~Index~~All related party transactions involving provision of services or tangible assets were recorded at the exchange amount, which is the value established and agreed to by the related parties reflecting arms length consideration payable for similar services or transfers.

~~PART~~Neither our officers nor our director nor any ~~III~~promoter or affiliate have, or proposes to have, any direct or indirect material interest in any asset proposed to be acquired through security holdings, contracts, options, or otherwise.

~~Item~~It ~~10. Directors~~is not currently anticipated that any salary, consulting ~~Executive~~fee, ~~Officers~~or finder’s fee shall be paid to any of our officers and ~~Corporate~~director, or to any other affiliate, prior to Acquisitions ~~Governance~~being completed and revenues generated by the Company. See “Executive Compensation”.

~~Our~~Annual ~~sole director~~Report ~~and~~on ~~executive officer and his age as of March 19, 2010 is as~~Form 10-K ~~follows:~~

Name		Age		Principal Positions With Us
Robert Papiri		48		Chairman of the Board, Chief Executive Officer, President, Secretary and Treasurer

Copies of our Annual Report on Form 10-K, without exhibits, can be obtained without charge from us at Advanced Water Technology Holdings, Inc., at 1001 Bayhill Drive, 2^nd Floor, San Bruno, CA 94066.

~~The following~~Item ~~describes~~14. ~~the~~Principal ~~business~~Accountant ~~experience~~Fees ofand ~~Robert Papiri, including his other directorships held in reporting companies, if any:~~Services.

~~Robert~~The following ~~Papiri~~table issets ~~our~~forth ~~Chairman of~~fees ~~the~~billed ~~Board,~~to ~~Chief~~us ~~Executive~~for ~~Officer,~~principal ~~President,~~accountant ~~Secretary~~fees and ~~Treasurer,~~services ~~which positions~~during ~~he has held since November, 2008. Since September, 2009, Mr. Papiri has served as chairman of~~ the ~~board, chief~~period ~~executive~~from ~~officer, president,~~January ~~secretary and treasurer of Bhakti Capital Corp.~~1, ~~a public reporting~~ ~~company. Since October,~~ 2009, ~~Mr. Papiri has served as chairman of the board, chief executive officer, president, secretary~~ and ~~treasurer of Darshan Equity Investment, Inc., a public reporting company. From June 2008 until May 2008, Mr. Papiri served as chairman of~~ the ~~board,~~year ~~chief~~ended ~~executive officer,~~December ~~president~~31, ~~secretary~~2010: and treasurer of Narayan Capital Corp., a public reporting company which was renamed Home School Holdings, Inc. after Mr. Papiri's resignation from such position. Since May 2003, Mr. Papiri has been a member of Acer Capital Group, LLC, serving as an advisor and consultant to small public companies and privately held companies.

There are no acquisitions, business combinations, or mergers pending or which have occurred involving the Company. Presently, we have no plans, proposals, agreements, understandings or arrangements of any kind or nature whatsoever to acquire or merge with any specific business or company, and we have not identified any specific business or company for investigation and evaluation. Until such time as a Business Combination occurs, our sole officer and director does not expect any change in our management.

	2010		2009
Audit Fees	$	6,500	$	6,900
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total Audit and Audit-Related Fees	$	6,500	$	6,900

Our Board of Directors does not have audit, compensation or nominating committees, and no determination has been made as to whether our sole director qualifies as an “audit committee financial expert”, as defined in Item ~~407 of Regulation~~15. ~~S-K~~Exhibits.

~~Compliance with Section 16~~(a) ~~of the Act~~Exhibits

~~Section 16(a)~~The offollowing ~~the~~exhibits Exchange Act requires our officers and directors, and persons who own more than ten percent (10%) of our shares of common stock, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than ten percent (10%) stockholders are ~~required~~filed ~~by regulations promulgated by the SEC to furnish us~~ with ~~copies~~this ofreport ~~all Section 16(a) forms that they file. With reference to transactions during the fiscal year ended December 31, 2009, to our knowledge, based solely~~ on ~~review~~Form ~~of the copies of such reports furnished to us and written representations, all Section 16(a) forms required to be filed with the SEC were filed.~~10-K:

Code of Ethics

Exhibit No.		Description

	3.1	Articles of Incorporation, as currently in effect*
	3.1	Bylaws, as currently in effect*
	4.1	Specimen common stock certificate
	31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32.1	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	* Previously filed with the SEC as exhibits on the registrant’s Form 8-K Current Report on November 29, 2010

We do not currently have a code of ethics applicable to our principal executive and financial officers. Prior to an acquisition, we do not believe such a code is necessary because we are not an operating company. Our Board of Directors intends to consider adopting such a code in the future.36

~~- 31 -~~SIGNATURES

~~Index~~Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

~~Involvement in~~ADVANCED ~~Certain~~WATER ~~Legal~~TECHNOLOGY ~~Proceedings~~HOLDINGS, INC. By: /s/ Basilio Chen Basilio Chen Chief Executive Officer, Secretary and Treasurer

~~None of our directors, executive officers or control persons has been involved in any of the events prescribed by Item 401(f) of Regulation S-K during the past five years, including:~~37

1.Alchemical ~~any~~Capital ~~bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;~~Corp.

2.Index ~~any conviction in a criminal proceeding or being subject~~ to ~~a pending criminal proceeding (excluding traffic violations and other minor offenses);~~Exhibits

3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; orExhibits

4. being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Exhibit 4.1	Specimen common stock certificate

Exhibit 31.1	Certification of Basilio Chen pursuant to Section 302 of Sarbanes-Oxley Act of 2002

Exhibit 32.1	Certification of Basilio Chen pursuant to Section 906 of Sarbanes-Oxley Act of 2002

~~Item 11. Executive Compensation.~~38

Executive Compensation

No officer will receive any salary or other compensation in connection with being employed by, or providing services to, us. There are no employment or consulting agreements with our sole officer and director in any form whatsoever.

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the following persons for services performed for us during 2009 and 2008 in all capacities.

Summary Compensation Table

		Year		Salary ($)		Bonus ($)		Stock Awards ($)(2)(3)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Name and Principal Position (a)		(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
CEO Robert Papiri(1)			2009	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
			2008	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
CEO Colleen Foyo(1)			2008	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
(1)	Mr. Papiri became our Chief Executive Officer in November 2008 and Ms. Foyo resigned on the same date. Mr. Papiri was the only executive officer of the Company during the year 2009. Mr. Papiri also serves as Chairman, Principal Financial Officer and Principal Accounting Officer.

- 32 -

Index

Employment Agreements

We have not entered into any employment agreements with our executive officers. Our decision to enter into an employment agreement, if any, will be made by our compensation committee.

Potential Payments Upon Termination or Change in Control

There were no potential payments or benefits payable to our named executive officer upon his termination of employment or in connection with a change in control.

Grants of Plan-Based Awards in 2009

We have not granted any plan-based awards to our named executive officer, since our inception.

Outstanding Equity Awards at Fiscal Year-End

We did not have any outstanding equity awards to our named executive officer, as of December 31, 2009, our fiscal year-end.

Option Exercises and Stock Vested in 2009

Our named executive officer did not exercise any options, nor did any unvested shares of stock vest, during fiscal year 2009. Our named executive officer did not have any stock options or unvested shares of stock of the Company.

Equity Incentive Plan

We expect to adopt an equity incentive plan. The purposes of the plan are to attract and retain qualified persons upon whom our sustained progress, growth and profitability depend, to motivate these persons to achieve long-term company goals and to more closely align these persons' interests with those of our other shareholders by providing them with a proprietary interest in our growth and performance. Our executive officers, employees, consultants and non-employee directors will be eligible to participate in the plan. We have not determined the amount of shares of our common stock to be reserved for issuance under the proposed equity incentive plan.

Potential Employment Agreement and Benefits

We do not intend to enter into an employment agreement with Robert Papiri, our sole executive officer, or provide any compensation or benefits to him.

Potential Payments Upon Termination or Change in Control

As of December 31, 2009, there were no potential payments or benefits payable to our named executive officers upon their termination or in connection with a change in control.

Grants of Plan-Based Awards in 2009

We have not granted any plan-based awards to our named executive officers, since our inception.

- 33 -

Index

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information regarding beneficial ownership of our common stock as of March 19, 2010, for:

• each person or group known to us to beneficially own 5% or more of our common stock;

• each of our directors and director nominees;

• each of our named executive officers; and

• all of our executive officers and directors as a group.

Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law. Unless otherwise indicated below, each entity or person listed below maintains an address of 1560 Calais Drive, Miami, Florida 33141.

The number of shares beneficially owned by each shareholder is determined under rules promulgated by the SEC. The information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting or investment power and any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days after March 19, 2010, through the exercise of any stock option, warrant or other right. The inclusion in the following table of those shares, however, does not constitute an admission that the named shareholder is a direct or indirect beneficial owner.

Beneficial owner	Number of Shares Beneficially Owned(1)		Percentage of Shares Outstanding(1)
Narayan Capital Funding Corp.(2)		2,700,000		90	%
Willowhuasca Wellness, Inc.(2)(3)		300,000		10	%
All directors and executive officers as a group		2,700,000		90	%

_______________

(1) The number of shares and percentage of class beneficially owned set forth above is determined under rules promulgated by the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares that the individual has the right to acquire within 60 days through the exercise of stock options. Unless otherwise indicated and pursuant to applicable community property laws, each person or entity named in the table has sole voting power and investment power with respect to all shares of common stock listed as owned by such person or entity.

(2) Robert Papiri, our President, Secretary, Treasurer and sole director, maintains sole voting and investment control of the shares held by Narayan Capital Funding Corp. As a result, Robert Papiri is deemed to beneficially own all of the shares of Common Stock held by Narayan Capital Funding Corp.

(3) Colleen Foyo maintains sole voting and investment control of Willowhuasca Wellness, Inc., and, as a result, is deemed to beneficially own such shares of common stock.

- 34 -

Index

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Related Party Transactions

On June 16, 2008, we issued 3,000,000 shares of our restricted common stock to Willowhuasca Wellness, Inc., for a purchase price of $.001 per share, pursuant to its investment of $3,000 in the Company.

All related party transactions involving provision of services or tangible assets were recorded at the exchange amount, which is the value established and agreed to by the related parties reflecting arms length consideration payable for similar services or transfers.

Neither our sole officer and director nor any promoter or affiliate have, or proposes to have, any direct or indirect material interest in any asset proposed to be acquired through security holdings, contracts, options, or otherwise.

It is not currently anticipated that any salary, consulting fee, or finder’s fee shall be paid to any of our sole officer and director, or to any other affiliate, if any. See “Executive Compensation”.

Our sole officer and director, who is also deemed to beneficially own all of the shares of Common Stock held by Narayan Capital Funding Corp., our majority shareholder, may actively negotiate for or otherwise consent to the disposition of any portion of the outstanding shares of Common Stock, as a condition to or in connection with a Business Combination. Therefore, it is possible that the terms of any Business Combination will provide for the sale of some or all of the shares of Common Stock held by the sole shareholder. However, it is probable that other shareholders, if any, of the Company will not be afforded the right to sell all or a portion of their shares of Common Stock, if any, in connection with a Business Combination pursuant to the same terms that our sole shareholder will be provided. Also, such other shareholders, if any, will not be afforded an opportunity to approve or consent to the sale of the sole shareholder's shares of Common Stock in connection with a Business Combination. See “Business – Shell Corporation” and “- Selection of a Target Business and Structuring of a Business Combination”. It is more likely than not that any sale of securities by our sole shareholder to an acquisition candidate would be at a price substantially higher than that originally paid by such sole shareholder. Any payment to such sole shareholder in the context of an acquisition involving us would be determined entirely by largely unforeseeable terms of a future agreement with an unidentified business entity. See “Business - Shell Corporation” and “- Selection of a Target Business and Structuring of a Business Combination”.

Annual Report on Form 10-K

Copies of our Annual Report on Form 10-K, without exhibits, can be obtained without charge from us at Alchemical Capital Corp., 1560 Calais Drive, Miami Beach, Florida 33141.

- 35 -

Index

Item 14. Principal Accountant Fees and Services.

The following table sets forth fees billed to us for principal accountant fees and services during the period from June 16, 2008 (inception) through December 31, 2008 and the year ended December 31, 2009.

	2009		2008
Audit Fees	$	6,900	$	5,750
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total Audit and Audit-Related Fees	$	6,900	$	5,750

Item 15. Exhibits.

(a) Exhibits

The following exhibits are filed with this report on Form 10-K:

Exhibit No.	Description	Incorporated Herein by Reference to	Filed Herewith
3.1	Articles of Incorporation, as currently in effect	Previously filed with the SEC as exhibits on the registrant’s Form 10 General Form for Registration of Securities on July 23, 2008
3.2	Bylaws, as currently in effect	Previously filed with the SEC as exhibits on the registrant’s Form 10 General Form for Registration of Securities on July 23, 2008
4.1	Specimen common stock certificate	Previously filed with the SEC as exhibits on the registrant’s Form 10 General Form for Registration of Securities on July 23, 2008
10.1	Stock Purchase Agreement among Alchemical Capital Corp., Willowhuasca Wellness, Inc. and Narayan Captial Funding Corp., dated November 13, 2008	Previously filed with the SEC as an exhibit to the registrant’s Form 8-K on November 13, 2008
23.1	Consent of Lake & Associates, CPA’s LLC		X
31.1	302 Certification – Robert Papiri		X
32.1	906 Certification – Robert Papiri		X

- 36 -

Index

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 29th day of March, 2010.

ALCHEMICAL CAPITAL CORP.

By: /s/ Robert Papiri

Robert Papiri

President, Secretary and Treasurer

- 37 -

Index

ALCHEMICAL CAPITAL CORP.

(the “Registrant”)

(Commission File No. 000-53347)

Exhibit Index

Annual Report on Form 10-K

for the Year Ended December 31, 2009

Exhibit No.	Description
23.1	Consent of Lake & Associates, CPA’s LLC
31.1	302 Certification – Robert Papiri
32.1	906 Certification – Robert Papiri

- 38 -

Filing Compare · Advanced Water Technology Holdings, Inc.