UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2010~~2011

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to _____

~~SILICON~~ALPHA ~~SOUTH~~WASTEWATER, INC.

(FORMERLY SILICON SOUTH, INC.)

(Exact name of registrant as specified in its charter)

Nevada	000-51906	77-0458478
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
9160 Diamond Road, Richmond, BC, CANADA
(Address of principal executive offices)
Registrant’s telephone number, including area code: 778-297-2280

~~Securities~~Suite ~~registered~~1500 ~~under~~- ~~Section~~701 ~~12(b)~~West ofGeorgia ~~the~~Street ~~Exchange~~Vancouver, ~~Act~~B.C. V7Y 1C6 Registrant’s telephone number, including area code: 604-601-8503

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

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $.001

Common Stock, par value $.001

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act [ ] Yes [ X ] No

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 past 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. [X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Not Applicable.

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 the 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. [ ]

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 the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [ X ]

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

The aggregate market value of the voting stock held by non-affiliates of the registrant, based on the closing price of the common stock on the OTC Electronic Bulletin Board on ~~May~~April 16, ~~2011~~2012 was $143,~~194~~340,~~650~~690.

As of ~~May~~April 16, ~~2011~~2012, the Company had 4756,~~315~~430,~~500~~667 shares issued and outstanding.

PART I

ITEM 1. BUSINESS

~~BUSINESS~~Background

~~Background~~Alpha Wastewater, Inc. (formerly known as Silicon South, Inc., the “Company”) was formed as a Nevada corporation on June 20, 1997 under the name California Seasons Franchise Corporation. In September 1998 we changed our name to Silicon South, Inc. (“Silicon”) and began pursuing a business developing proprietary electronic components. We developed three proprietary electronic components that we attempted to manufacture and market. In April 2002, we ceased operations and focused our efforts on seeking a business opportunity.

~~Silicon~~As ~~South~~a result of a share exchange transaction, on November 9, 2010, China Wastewater, Inc. (“China Wastewater”) became a wholly-owned subsidiary of the Company. China Wastewater was formed as a Nevada corporation on ~~June~~October 207, ~~1997~~2009. We China ~~were~~Wastewater ~~originally~~is ~~incorporated~~an ~~under~~environmental ~~the~~management, ~~name~~manufacturing ~~California~~and ~~Seasons~~technology ~~Franchise~~company ~~Corporation.~~focused Inon ~~September~~wastewater ~~1998~~treatment wewith ~~changed~~a ~~our~~focus ~~name~~on towater ~~Silicon~~recycling. China ~~South,~~Wastewater ~~Inc.~~was ~~and~~founded ~~began~~in ~~pursuing~~2009 awith ~~business~~the ~~developing~~sole ~~proprietary~~purpose ~~electronic~~of ~~components.~~launching Wethe ~~developed~~Ecofluid ~~three~~Systems ~~proprietary~~Wastewater ~~electronic~~Treatment ~~components~~technology ~~that~~in weChina. ~~attempted~~On toMay ~~manufacture~~13, ~~and~~2011 ~~market.~~the InCompany ~~April~~purchased ~~2002,~~the weworld ~~ceased~~rights ~~operations~~to ~~and~~the ~~focused~~USBF ~~our~~Trademark ~~efforts~~and onPatent ~~seeking~~and aall ~~business~~improvements ~~opportunity.~~to the Patent.

AsEffective aAugust ~~result of a share exchange transaction~~15, on211 ~~November 9, 2010, China Wastewater, Inc., became a wholly-owned subsidiary of~~ the Company. ~~China~~changed ~~Wastewater,~~its ~~Inc.~~name ~~was~~from ~~formed~~“Silicon ~~as a Nevada corporation on October 7~~South, ~~2009. China Wastewater,~~ Inc.” isto an“Alpha ~~environmental management, manufacturing and technology company focused on wastewater treatment with a focus on water recycling. China~~ Wastewater, Inc. ~~was founded in 2009 with the sole purpose of launching the Ecofluid Systems Wastewater Treatment technology in China. China Wastewater~~”, ~~Inc.~~which iswas ~~currently~~approved inby the ~~preliminary~~Financial ~~stage~~Industry ofRegulatory ~~business~~Authority ~~development. Following~~(“FINRA”) ~~closing under the Agreement and Plan of Reorganization, the Company now carries~~ on ~~the~~December ~~business of China Wastewater~~20, ~~Inc~~2011. ~~as its sole line of business.~~

~~Except~~The asCompany’s ~~otherwise~~stock ~~indicated~~is bytraded ~~the context, references in this Annual Report~~ on ~~Form~~Over ~~10-K to~~the ~~“we,”~~Counter ~~“us”~~Bulletin ~~and~~Board ~~“our”~~under ~~are to~~ the ~~consolidated~~symbol ~~business of the Company and China Wastewater, Inc~~AWWI.

~~Description~~Except as otherwise indicated by the context, references in this Annual Report on Form 10-K to “we,” “us” and “our” are to the consolidated business of ~~Business~~the Company.

~~Overview~~Description of Business

AOverview ~~worldwide problem facing society is how to deal with organic wastes such as sewage sludge. In particular, the solid, liquid~~ and gaseous materials remaining from this organic waste stream are a significant source of pollution. Increases in animal production, especially hogs and poultry, together with the application of liquid manures and dewatered biosolids onto land, have created serious air, soil and water pollution problems. These matters have resulted in an urgent need for solutions to reduce and deal with these environmental pollutants. As a result of societal and environmental pressures, governments are now enacting strict laws and regulations to reduce pollution and to require towns, industrial operations and cities to effectively deal with organic wastes. China is at the forefront of this government initiative as almost 60% of all sewage sludge and wastewater in China is not treated and of the remaining 40% where systems exist, many have to be upgraded. China has now implemented North American and European standards.History

~~Recognizing~~A ~~this~~worldwide ~~need,~~problem ~~the~~facing ~~Company~~society ~~has~~is ~~acquired~~how ~~the~~to ~~exclusive~~deal ~~rights~~with toorganic ~~market,~~wastes ~~manufacture~~such as sewage sludge. In particular, ~~distribute~~the solid, ~~sell~~liquid aand ~~patented~~gaseous ~~wastewater~~materials ~~treatment~~remaining ~~technology~~from inthis ~~China. The~~organic ~~technology~~waste isstream ~~owned~~are bya ~~Ecofluid~~significant ~~Systems,~~source ~~Inc~~of pollution. Increases in animal production, especially hogs and ispoultry, ~~licensed~~together towith the ~~Company~~application ~~pursuant~~of toliquid ~~the~~manures ~~terms~~ and ~~conditions~~dewatered ofbiosolids aonto ~~license~~land, ~~agreement~~have ~~between~~created ~~the~~serious ~~China~~air, ~~Wastewater~~soil and ~~Ecofluid~~water ~~System,~~pollution ~~Inc~~problems. ~~The~~ ~~terms~~These ~~and~~matters ~~conditions~~have ofresulted ~~the~~in ~~license~~an ~~agreement~~urgent ~~are~~need ~~discussed~~for ~~more~~solutions ~~fully~~to ~~below~~reduce and deal with these environmental pollutants. ~~Additionally,~~As asa ~~discussed~~result ~~more~~of ~~fully~~societal ~~below~~and environmental pressures, ~~the~~governments ~~Company~~are ~~also~~now ~~holds~~enacting astrict ~~non-exclusive~~laws ~~right~~and regulations to ~~acquire~~reduce apollution ~~patent~~and to require towns, industrial operations and acities ~~trademark~~to ~~from~~effectively ~~Ecofluid~~deal ~~System~~with ~~Inc~~organic wastes. ~~pursuant~~China tois at the ~~terms~~forefront of this government initiative as almost 60% of all sewage sludge and ~~conditions~~wastewater in China is not treated and of athe ~~non-exclusive~~remaining ~~right~~40% where systems exist, many have to ~~purchase~~be ~~agreement~~upgraded. China has now implemented North American and European standards.

3Ecofluid Systems, Inc. (“ECO”), a private British Columbia company, has been in business since 1995, providing proprietary biological wastewater treatment systems to real estate developers, food processors and municipalities across North America and the Caribbean. ECO has completed more than 136 installations in 23 jurisdictions.

Ecofluid. has been in business since 1995, providing proprietary biological wastewater treatment systems to real estate developers, food processors and municipalities across North America and the Caribbean. Ecofluid has completed more than 136 installations in 23 jurisdictions. -3-

~~Ecofluid~~ECO ~~Systems,~~developed ~~Inc.~~and ~~holds~~held the rights to a patent which covers the Upflow Sludge Blanket Filtration process (“USBF TM””, the “USBF Technology”), as well as several advancements to this system Specifically, ~~Ecofluid~~ECO ~~Systems,~~developed ~~Inc.~~and ~~owns~~owed United States Patent NO: US 7,270,750 B2, a CALRIFIER RECYCLE SYSTEM DESIGNED FOR USE IN WASTEWATER TREATMENT SYSTEM. The patent ~~addresseses~~addresses a recycle system for use in a waste treatment facility utilizing either partially fluidized or combined fluidized bed filtration principles comprising the use of discrete passage ways to allow flow between the bottom of the clarifier and the aeration compartment, a baffle positioned between bub-blers in the aeration compartment and the clarifier openings, and a conduit positioned in the clarifier to provide flow between the clarifier and the anoxic compartment that helps prevent the formation of settled sludge pockets, allows for almost complete evacuation of the solids during “no flow” conditions, and improves on other inefficient conditions inherent in treatment systems using prior art recycle designs.

~~Ecofluid’s~~The ~~technology~~USBF Technology is not limited to the packaged treatment market., ~~The~~but ~~Ecofluid technology~~ can also be applied to Municipal Water Treatment, Industrial Wastewater Treatment and Wastewater Treatment for Water Reuse. ~~Pursuant to its rights to the license agreement, the Company plans on establishing wastewater treatment facilities in the Peoples Republic of China utilizing Ecofluid’s technology.~~

~~Our~~Recognizing ~~Business~~the need for wastewater treatment in China, in 2009 China Wastewater acquired the exclusive rights to market, manufacture, distribute and sell the USBF technology in China. The technology was licensed by ECO to China Wastewater pursuant to the terms and conditions of a license agreement. China Wastewater also held a non-exclusive right to acquire a patent and a trademark from ECO pursuant to the terms and conditions of a non-exclusive right to a purchase agreement. The purchase of the world right to the technology was completed in June, 2011.

~~China~~With ~~Wastewater,~~its ~~Inc.~~world isrights anto ~~environmental~~the ~~management~~USBF Technology, ~~manufacturing~~the ~~and~~Company ~~technology~~plans ~~company focused~~ on establishing wastewater treatment ~~with~~facilities ain ~~focus~~China onand ~~water~~other ~~recycling.~~areas ~~The~~utilizing ~~Company~~the ~~was~~USBF ~~founded~~Technology inor ~~2009~~grant ~~with~~ the ~~sole~~license ~~purpose~~to ~~of launching~~ the ~~Ecofluid~~USBF ~~Systems~~Technology ~~Wastewater Treatment technology in China pursuant~~ to ~~its~~strategic ~~rights under a license agreement entered into with Ecofluids System, Inc~~partners.

~~The~~License ~~current~~Agreements ~~market infrastructure in China is made up primarily of wastewater treatment sites in 1st~~ and ~~2nd~~Purchase tier cities (i.e. cities with large populations, historical and cultural significance and well developed infrastructure) while 3rd and 4th tier cities (i.e. generally less developed inland provincial capitals, comparably developed non-capital cities and prefecture cities) have little or no wastewater treatment facilities. The preliminary stage of business development for the Company will be focused on seeking to identify potential wastewater and water management projects in 3rd and 4th tier cities within targeted regions in China, which may include (1) Packaged Systems; (2) Municipal Wastewater Treatment; (3) Industrial Wastewater Treatment; and (4) Treatment for Water Reuse. The Company believes that identifying such projects will enable it to accelerate the consolidation of its targeted regions in China. Agreements

~~The~~License ~~second~~Agreement ~~stage~~Granted ofby ~~business~~ECO ~~development will be~~ to position the company as a long term income producing utility through seeking to enter into BOO (BUILD, OPERATE, OWN) and BOT (BUILD, OPERATE, TRANSFER) contracts to build wastewater treatment and water management facilities to serve commercial and municipal opportunities in 3rd and 4th tier cities where little or no wastewater treatment is currently in place. Through this process, the Company’s mission is to seek to assist in implementing cost effective and efficient wastewater treatment plants for 3rd and 4th tier municipalities in China ~~and for commercial operations within those municipalities.~~ Wastewater

~~The~~As ~~Company~~stated ~~has~~above, ~~not~~on ~~yet~~May ~~sold~~20, or2009 ~~installed~~China ~~any~~Wastewater ~~wastewater~~and ~~treatment~~ECO ~~systems~~entered ininto ~~China~~a ~~and~~license ~~currently~~agreement ~~remains~~which inwas ~~the~~subsequently ~~development~~updated ~~stage.~~on December 23, 2010. The ~~Company~~parties isupdated ~~presently~~and ~~seeking~~re-executed ~~strategic~~the ~~partners~~license inagreement ~~China~~on ~~who~~December ~~can~~23, ~~assist~~2010 it(the ~~with~~“License Agreement”). Pursuant to the ~~preliminary~~License ~~stage~~Agreement ofECO ~~business~~granted ~~development~~an ~~related~~exclusive license to ~~seeking~~China Wastewater to ~~identify~~manufacture ~~potential~~and/or ~~wastewater~~assemble, ~~and~~distribute, ~~water~~sell, ~~management~~advertise ~~projects~~and inpromote ~~3rd~~wastewater ~~and~~treatment ~~4th~~systems ~~tier~~utilizing ~~cities~~patented ~~within~~technology ~~targeted~~owned ~~regions~~by inECO throughout China.

4Pursuant to the terms of the License Agreement, China Wastewater was obligated to pay a Sales Fee to Ecofluid equal to 12.5% of the hard costs incurred by China Wastewater or its customers related to construction of any wastewater treatment system using the Licensed Technology. After December 31, 2010, China Wastewater was required to pay a minimum annual sales fee of not less than $50,000 in order to maintain its exclusive territory. This sales fee is no longer required as a result of the purchase agreement described below.

~~China. Although~~Purchase there is no assurance that any organization or entity which agrees to become a strategic partner of the Company will have the ability to identify wastewater projects for the Company, or will have any influence on the sale of wastewater systems, as of the date of this Form 8-K/A, the Company has entered into two (2) strategic alliance agreements.Agreements

On ~~September~~August 15, 2010, ~~the~~China ~~Company~~Wastewater and ECO entered into a ~~Strategic~~non-exclusive ~~Alliance~~purchase ~~Agreement~~agreement. The ~~with~~parties ~~Renmin~~updated ~~University~~and ofre-executed ~~China~~the ~~School~~non-exclusive ofpurchase ~~Environment~~agreement ~~and~~on ~~Natural~~December ~~Resources~~23, ~~(“Renmin”)~~2010 (the “~~Renmin~~Purchase ~~Alliance~~ Agreement”). Pursuant ~~pursuant~~ to ~~which Renmin will assist~~ the ~~Company~~Purchase ~~with~~Agreement, ~~its business operations in~~ China ~~for~~Wastewater aheld ~~period~~the ofnon-exclusive 36right ~~months. The services~~ to beacquire ~~provided~~the byUSBF ~~Renmin~~Trademark ~~include assistance with identifying plant construction, acquisition, retrofitting~~ and ~~water reclamation opportunities for~~ the ~~Company~~patent ~~from~~owned ~~national,~~by ~~provincial~~ECO ~~and~~for ~~municipal~~a ~~governments~~purchase ~~and~~price ~~private~~of ~~residential~~two ~~and~~million ~~commercial~~US ~~projects~~Dollars ~~requiring~~(US ~~wastewater~~$2,000,000) ~~treatment~~until ~~and~~March to31, ~~assist~~2011. ~~the~~The Company’s inpurchase ~~development a plant acquisition profile for the Chinese market. Under the terms~~ of the ~~Renmin~~USBF ~~Alliance~~Trademark ~~Agreement,~~and the ~~consideration~~Ecofluid ~~for~~patent ~~Renmin’s~~pursuant ~~services is~~ to ~~be mutually agreed to by~~ the ~~parties~~terms ~~at the time the Company obtains any contract for plant construction or other type~~ of ~~project as a result of a referral from Renmin. Based on this provision,~~ the ~~Company~~Purchase ~~has~~Agreement ~~advised~~would ~~Renmin~~have ~~that it intends to propose payment of a fee of between 3-5% of~~ the ~~face~~effect ~~amount~~ of ~~any~~making ~~contract received by~~ the ~~Company~~License asAgreement anull ~~result of a referral from Renmin,~~ and void. In that ~~in each case~~event, the Company ~~will~~would ~~give~~no ~~Renmin~~longer ~~the~~be ~~option~~obligated ~~of agreeing~~ to ~~receive~~pay ~~payment~~a ~~either~~Sales inFee cash or through issuance of shares of the Company’s stock based on then current market value of the Company’s shares. The foregoing description of the Renmin Alliance Agreement does not purport to ~~be complete and is qualified in its entirety by reference to the complete text of the Renmin Alliance Agreement, which is filed as Exhibit 10~~Ecofluid.~~4 hereto and incorporated herein by reference.~~

On November 11, 2010, the Company entered into a Strategic Alliance Agreement with Shandong Provincial Urban Construction Design Institute (“Shandong Institute”) (the “Shandong Institute Alliance Agreement”) pursuant to which Shandong Institute will assist the Company with its business operations in China by seeking to identify wastewater treatment plant acquisition or retrofitting of water reclamation projects in China for the Company, identifying and acquiring wastewater treatment plants in China for potential acquisition and sale by the Company, and recommending the Company’s USBF technology to potential customers in China. The foregoing description of the Shandong Institute Alliance Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Shandong Institute Alliance Agreement, which is filed as Exhibit 10.5 hereto and incorporated herein by reference. -4-

~~License~~On May 13, 2011 the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with ECO and ECO’s principal owner Mr. Karel V. Galland pursuant to which the Company agreed to purchase the world rights to the USBF Trademark and Patent owned by ECO, all improvements to the Patent and all future wastewater treatment technology developed by ECO. Under the terms of the Asset Purchase Agreement, the purchase price for the assets is US$1,050,000.

~~License~~Effective June 14, 2011, the Company completed the closing of the Asset Purchase Agreement. Upon closing, the Company acquired the world rights to the following intellectual asset at the purchase price of US$1,050,000:

As noted above, on May 20, 2009 China Wastewater and Ecofluid System, Inc. entered into a license agreement which was subsequently updated on December 23, 2010. The parties updated and re-executed the license agreement on December 23, 2010 (the “License Agreement”1)~~. Pursuant~~ to the License Agreement Ecofluid Systems, Inc., granted an exclusive license to China Wastewater to manufacture and/or assemble, distribute, sell, advertise and promote wastewater treatment systems utilizing patented technology owned by Ecofulid Systems, Inc. throughout China. Specifically, China Wastewater obtained the license to the following intellectual property owned by Ecofluid Systems, Inc. (collectively referred to as the “Licensed Technology”:USBF™

1USBF is a Trademark registered to ECOfluid Systems, Inc. by the Canadian Intellectual Property Office (Reg. No. TMA563,928, File No. 1035867) ~~USBF™~~and the United States Patent And Trademark Office (Reg. No. 2,787,937) for mechanical, chemical and biological wastewater purification and treatment units: Wastewater purification and treatment systems comprised of upflow sludge basket filtration and single sludge dentrification and rheologic thickening. IN Class 11 (U.S. CLS 13, 21, 23, 31 and 34).

~~USBF~~2) isUnited aStates ~~Trademark~~Patent Patent ~~registered~~NO: toUS ~~ECOfluid Systems~~7,270,750 ~~Inc. by the Canadian Intellectual Property Office (Reg. No. TMA563~~B2,~~928,~~ ~~File~~Date ~~No.~~of ~~1035867) and the United States~~ Patent: ~~And Trademark Office (Reg~~Sep. 18, 2007

5(54) CALRIFIER RECYCLE SYSTEM DESIGN FOR USE IN WASTEWATER TREATMENT SYSTEM (75)

~~No.~~A ~~2,787,937)~~recycle system for ~~mechanical~~use in a waste treatment facility utilizing either partially fluidized or combined fluidized bed filtration principles comprising the use of discrete passage ways to allow flow between the bottom of the clarifier and the aeration compartment, ~~chemical~~a baffle positioned between bub-blers in the aeration compartment and ~~biological~~the ~~wastewater~~clarifier ~~purification~~openings, and ~~treatment~~a ~~units:~~conduit ~~Wastewater~~positioned ~~purification~~in the clarifier provide flow between the clarifier and ~~treatment~~the ~~systems~~anoxic ~~comprised~~compartment that helps prevent the formation of ~~upflow~~settled sludge ~~basket~~pockets, ~~filtration~~allows ~~and~~for ~~single~~almost ~~sludge~~complete ~~dentrification~~evacuation of the solids during “no flow” conditions, and ~~rheologic~~improves ~~thickening. IN~~on ~~Class~~other 11inefficient ~~(U.S.~~conditions ~~CLS~~inherent ~~13,~~in ~~21,~~treatment ~~23,~~systems 31using ~~and~~prior ~~34)~~art recycle designs.

2)As ~~United~~part ~~States~~of ~~Patent Patent~~the ~~NO:~~Asset USTransfer 7Agrement,~~270~~ Asiamera Capital,~~750~~ B2Inc., ~~Date~~which is owned by Brian L. Hauff and Shengfeng (Justin) Wang, both of ~~Patent:~~whom ~~Sep~~are directors of the Company, agreed to sell or transfer 1,000,000 shares of the Company’s issued and outstanding common stock to Mr. 18Galland for a nominal purchase price of $1,000, ~~2007~~or $0.001 per share.

~~(54)~~Consulting ~~CALRIFIER~~Agreement ~~RECYCLE~~with ~~SYSTEM~~Mr. ~~DESIGN~~Karel ~~FOR USE IN WASTEWATER TREATMENT SYSTEM (75)~~Galland

AIn ~~recycle~~conjunction ~~system~~with, ~~for~~and ~~use~~as in a ~~waste~~condition ~~treatment~~to, ~~facility~~closing ~~utilizing~~under ~~either~~the ~~partially~~Asset ~~fluidized~~Purchase orAgreement, ~~combined fluidized bed filtration principles comprising~~ the ~~use~~Company ofexecuted ~~discrete~~a ~~passage~~Consulting ~~ways~~Services toAgreement ~~allow~~with ~~flow~~Karel ~~between~~V. ~~the~~Galland, ~~bottom~~dated ofMay ~~the~~13, ~~clarifier~~2011, ~~and~~pursuant ~~the~~to ~~aeration~~which ~~compartment,~~Mr. aGalland ~~baffle~~agreed ~~positioned~~to ~~between~~be ~~bub-blers~~available into ~~the~~provide ~~aeration~~consulting ~~compartment~~services ~~and~~to the ~~clarifier~~Company ~~openings,~~ and aothers ~~conduit~~on ~~positioned~~matters inrelating to the ~~clarifier~~use ~~provide~~and ~~flow~~implementation ~~between~~by the ~~clarifier~~Company and its licenses of the ~~anoxic~~Assets. ~~compartment~~The ~~that~~Consulting ~~helps~~Services ~~prevent~~Agreement ~~the~~has ~~formation~~a term of ~~settled~~3 ~~sludge~~years. The ~~pockets,~~Company ~~allows~~agreed ~~for~~to ~~almost~~pay ~~complete~~Mr. ~~evacuation~~Galland ofa ~~the~~mutually ~~solids~~agreed ~~during~~upon ~~“no~~fee ~~flow”~~for ~~conditions,~~all contracted work and ~~improves~~to onreimburse ~~other~~him ~~inefficient~~for ~~conditions~~costs ~~inherent~~and inexpenses ~~treatment~~at ~~systems~~the ~~using~~rate ~~prior~~of ~~art~~actual ~~recycle~~cost ~~designs~~plus 12%.

~~Pursuant to the terms of the License Agreement, China Wastewater is obligated to pay a Sales Fee to Ecofluid equal to 12.~~-5% of the hard costs incurred by China Wastewater or its customers related to construction of any wastewater treatment system using the Licensed Technology. Under the terms of the License Agreement, “hard costs” are defined as meaning the purchase price paid to any third party manufacturers, assemblers, vendors or suppliers for equipment and hardware components of the system, excluding items such as concrete, piping, sewage collection equipment, soft costs and costs of installation. After December 31, 2010, China Wastewater is required to pay a minimum annual sales fee of not less than $50,000 in order to maintain its exclusive territory. In the event the minimum China Wastewater fails to pay the minimum annual sales fees for any year, Ecofluid then has the right, in its sole discretion, to terminate the License Agreement. -

~~The~~License ~~Sales~~Agreement ~~Fee~~Granted related to construction of any wastewater treatment system is payable to Ecofluid pro rata in conjunction with system purchase order progress payments. Ecofluid has the right to periodically review the books and records maintained by ~~China Wastewater related to system purchase order payments and payment of~~ the ~~Sales~~Company ~~Fee, and~~ to require China Wastewater to reimburse it for the costs it has incurred to complete the examination in the event it discloses a deficiency of more than 2% in payment of the Sales Fee. In the event China Wastewater fails to pay any fees due in a timely manner, the unpaid amount shall accrue interest, compounded daily, from its original due date until paid in full, at a rate equal to the greater of 10% per annum or the maximum rate allowed by law.ECO

~~The~~In ~~term~~conjunction ofwith, and as a condition to, closing under the Asset Purchase Agreement, the Company also executed a Technology Transfer License Agreement iswith ~~through~~ECO ~~September~~(the ~~18,~~“License ~~2027~~Agreement”), ~~the~~dated ~~expiration~~May of13, ~~the~~2011, ~~patent~~and ~~protecting~~an ~~the~~Addendum ~~Licensed~~to Technology~~. However,~~ ~~the~~Transfer License Agreement ~~may~~dated beJune ~~terminated~~14, ~~early~~2011, bypursuant ~~either~~to ~~party~~which init ~~the~~agreed ~~event~~to oflicense aback ~~material~~to ~~breach~~ECO bythe exclusive, royalty-free right, to use the ~~other~~Assets ~~party~~to ~~which~~manufacture, isassemble, ~~not~~distribute, ~~cured~~sell, lease and promote wastewater treatment systems within ~~thirty~~the ~~days~~geographic territory consisting of itNorth ~~receipt~~America (inclusive of ~~written~~Hawaii), ~~notice~~Central ~~describing~~America and the ~~terms~~Caribbean. The term of the ~~material~~License ~~breach. Ecofluid~~Agreement ~~also~~is ~~has~~coextensive with the ~~right~~term toof ~~terminate~~the Patent purchased by the Company (which currently expires September 18, 2027). Under the terms of the License Agreement, ~~immediately~~ECO inis obligated to pay the ~~event~~Company ~~China~~a ~~Wastewater~~sales ~~sells~~fee orbased ~~distributes~~on ahard ~~wastewater~~costs ~~system~~of ~~outside~~completed ~~its~~systems ~~exclusive~~sold ~~territory~~by ~~without~~ECO. The sales fee is 1.5% of the ~~consent~~hard cost of ~~Ecofluid~~systems completed in the first year of the License Agreement, or3.5% in the ~~event~~second ~~China~~year, ~~Wastewater~~5% ~~breaches~~in years 3 and 4, and 6% thereafter throughout the ~~confidentiality~~remaining ~~provisions~~term of the License Agreement.

~~The foregoing description of the~~ License Agreement ~~does not purport~~ to ~~be complete and is qualified in its entirety by reference to the complete text of the License Agreement, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.~~ Sanjose

6Effective August 25, 2011, pursuant to the Asset Purchase Agreement dated May 13, 2011 between the Company and ECO, ECO assigned to the Company its license agreement with Sanjose Acquadocs Pte. Ltd. of Singapore (“Sanjose”) signed on February 2, 2010. The Term of the License Agreement is from February 2, 2010 until the expiration of the Patent in relation to the USBF Technology.

~~Purchase~~Pursuant to the License Agreement Sanjose has the non-transferable, non-sub licensable right to manufacture and construct, distribute and sell the USBF systems within India and Bangladesh provided that in India the right is limited to private sector clients only.

~~On August 5, 2010 China Wastewater and Ecofluid System, Inc. entered into a non-exclusive purchase agreement.~~ The ~~parties~~consideration updated and re-executed the non-exclusive purchase agreement on December 23, 2010 (the “Purchase Agreement”). Pursuant to the Purchase Agreement, China Wastewater holds the non-exclusive right to acquire the USBF Trademark and the patent owned by Ecofluid for ~~a purchase price of two million US Dollars (US $2,000,000) until March 31, 2011. The Company’s purchase of~~ the ~~USBF~~licenses ~~Trademark~~granted ~~and the Ecofluid patent~~ pursuant to ~~the~~this ~~terms of the Purchase Agreement would have the effect of making the~~ License Agreement ~~null~~is ~~and~~as ~~void. In that event, the Company would no longer be obligated to pay a Sales Fee to Ecofluid.~~ follows:

Government Regulation

	1.	A one-time technology transfer fee of CAD$8,000 (paid to ECO upon signing the License Agreement in 2010);
	2.	Sales fees equaling 6% of the Licensee’s Qualifying Hard Costs (total costs paid by the Licensee, customers of the USBF technology, and all other third parties for complete delivery of the USBF package plants), payable within 45 workings days from the complete delivery;

Through its business operations, the Company will be subject to regulation by both the PRC central government and local governmental agencies located in the cities where the Company conducts business operations. Within the People’s Republic of China, Renmin University of China School of Environment and Natural Resources (the “Peoples University of China”) is responsible for reviewing wastewater technology and advising the Central Chinese government regarding applicable standards. The Company will be required to comply with applicable regulations regarding wastewater treatment facilities in China and intends to rely on The Peoples University of China to assist it in identifying regulations which are applicable to each potential project.

	3.	Minimum annual sales fee of CAD$50,000 from the third year after the Effective Date with shortfall to be met by the Licensee;
	4.	The Company has the right not more than twice a year to review and make copy of the Licensee’s books and records to ensure no deficiencies in royalty payments by the Licensee to the Company; and

In China, the national discharge criteria for municipal wastewater treatment plants are set forth in governmental regulations including Integrated Wastewater Discharge Standard GB8978-1996, which was put into effect as of January 1, 19985. ~~The~~Interest ~~standard~~will ~~was~~be ~~formulated~~charged ~~for the purpose of implementing the Environmental Protection Law of the People’s Republic of China, the Law of the People’s Republic of China~~ on ~~Prevention~~amounts ~~and~~not ~~Control~~paid oftimely ~~Water~~by ~~Pollution and~~ the ~~Marine~~Licensee ~~Environmental~~at ~~Protection Law of~~ the ~~People’s~~rate ~~Republic~~equal ~~of China controlling water pollution, protecting surface water like rivers, lakes, canals, reservoirs, oceans and ground water. It is intended~~ to ~~maintain human health, eco-balance, national economic development and urban and rural development by establishing~~ the ~~upper~~Bank ~~limit for discharge~~ of ~~many~~Canada ~~pollutants~~Prime ~~and~~Rate ~~the~~plus ~~total allowed water discharge for some industries. It applies to all existing water treatment facilities for discharge management~~3%, ~~environmental~~compounded ~~impact assessment, design, approval of facilities upon completion of construction, and management after being put into operation~~daily.

In The ~~addition~~License toAgreement ~~the~~may ~~foregoing, in the ordinary course of its business, the Company will~~ be ~~subject~~terminated toby ~~numerous~~mutual ~~environmental~~consent ~~laws~~in ~~and~~writing ~~regulations~~or ~~covering~~30 ~~compliance~~days ~~matters~~after orone ~~imposing~~party ~~liability~~notices ~~for~~ the ~~costs~~termination ~~of,~~by ~~and~~writing ~~damages~~upon ~~resulting~~the ~~from, cleaning up sites, past spills, disposals and~~ other ~~releases of hazardous substances. Changes in environmental laws and regulations may have a material adverse effect on the Company~~party’s ~~financial~~breach ~~position and results~~ of ~~operations. Any failure by~~ the ~~Company~~License ~~to adequately comply with such laws and regulations could subject the Company to significant future liabilities~~Agreement.

The approval process for wastewater treatment plants in China first requires providing information to the Department of Science, Technology and Standards of the Ministry of Environmental Protection of the People’s Republic of China to establish that the technology to be used meets the national discharge standards set forth in applicable governmental regulations. The process also involves establishing that the technology to be used meets any applicable discharge standards established by provincial and local governments and authorities and obtaining necessary permits and approvals from such provincial and local governments and authorities. As described above, on September 1, 2010, the Company entered into a Strategic Alliance Agreement with Renmin University of China School of Environment and Natural Resources (“The Peoples University of China”). Pursuant to the terms of this agreement, the Peoples University of China agreed to review the Ecofluid technology and advise the -6-

7Operations in China

~~Company~~As regarding its use in the China wastewater market and also agreed to assist the Company in identifying potential plant construction, acquisition, retrofitting and water reclamation opportunities from national, provincial, and municipal governments and from private residential and commercial projects in China. In return, China Wastewater will provide access to any plants built in China to the Peoples University of ~~China so they may study~~ the ~~technology~~date ~~for teaching purpose and advise the Company on potential improvements. The Peoples University~~ of ~~China~~this ~~will~~report, ~~receive remuneration for introductions and for consulting services at a fee to be mutually agreed to by~~ the ~~parties at the time the~~ Company ~~obtains~~has ~~any~~been ~~contract~~largely ~~for~~focused ~~plant~~on ~~construction~~developing orits ~~other~~operations type of project as a result of a referral from Renmin. The Company estimates that the agreed upon fee will be between 3-5% of the face amount of any contract received by the Company as a result of a referral from Renmin, and that Renmin will have the option of agreeing to receive payment either in ~~cash or through issuance of shares of the Company’s stock based on then current market value of the Company’s shares~~China.

~~Environmental~~The ~~Considerations~~current market infrastructure in China is made up primarily of wastewater treatment sites in 1st and 2nd tier cities (i.e. cities with large populations, historical and cultural significance and well developed infrastructure) while 3rd and 4th tier cities (i.e. generally less developed inland provincial capitals, comparably developed non-capital cities and prefecture cities) have little or no wastewater treatment facilities. The preliminary stage of business development for the Company will be focused on seeking to identify potential wastewater and water management projects in 3rd and 4th tier cities within targeted regions in China, which may include (1) Packaged Systems; (2) Municipal Wastewater Treatment; (3) Industrial Wastewater Treatment; and (4) Treatment for Water Reuse. The Company believes that identifying such projects will enable it to accelerate the consolidation of its targeted regions in China.

~~Untreated~~The ~~wastewater~~second ~~and~~stage ~~sewage~~of ~~sludge~~business ~~create~~development ~~serious~~will ~~environmental~~be ~~and~~to ~~health~~position ~~hazards.~~the ~~These~~company ~~organic~~as ~~wastes~~a ~~contain~~long ~~harmful~~term ~~products~~income ~~and~~producing ~~by-products~~utility ~~which~~through ~~can~~seeking ~~leach~~to enter into ~~soils~~BOO (BUILD, ~~waterways~~OPERATE, OWN) and ~~ground~~BOT ~~waters~~(BUILD, ~~causing~~OPERATE, ~~contamination~~TRANSFER) ofcontracts ~~soils~~to build wastewater treatment and ~~underground~~water ~~aquifers~~management facilities to serve commercial and municipal opportunities in 3rd and 4th tier cities where little or no wastewater treatment is currently in place. ~~The~~Through this process, the Company'’s ~~technology~~mission ~~can~~is ~~contribute~~ to ~~remediating~~seek ~~environmental~~to ~~pollution~~assist ~~problems~~in ~~from~~implementing ~~these~~cost ~~sources,~~effective byand ~~safely~~efficient ~~treating~~ wastewater treatment plants for ~~reuse~~3rd and ~~recycling~~4th tier municipalities in China and for commercial operations within those municipalities.

~~Competition~~On September 1, 2010, the Company entered into a Strategic Alliance Agreement with Renmin University of China School of Environment and Natural Resources (“Renmin”) (the “Renmin Alliance Agreement”) pursuant to which Renmin will assist the Company with its business operations in China for a period of 36 months. The services to be provided by Renmin include assistance with identifying plant construction, acquisition, retrofitting and water reclamation opportunities for the Company from national, provincial and municipal governments and private residential and commercial projects requiring wastewater treatment and to assist the Company in development a plant acquisition profile for the Chinese market. Under the terms of the Renmin Alliance Agreement, the consideration for Renmin’s services is to be mutually agreed to by the parties at the time the Company obtains any contract for plant construction or other type of project as a result of a referral from Renmin. Based on this provision, the Company has advised Renmin that it intends to propose payment of a fee of between 3-5% of the face amount of any contract received by the Company as a result of a referral from Renmin, and that in each case, the Company will give Renmin the option of agreeing to receive payment either in cash or through issuance of shares of the Company’s stock based on then current market value of the Company’s shares.

~~The~~On ~~market~~November ~~for~~11, ~~wastewater~~2010, ~~treatment facilities within China is competitive and rapidly evolving. Wastewater treatment processes currently in use in China which compete with~~ the ~~USBF technology the~~ Company ~~has~~entered ~~licensed~~into ~~from~~a ~~Ecofluid,~~Strategic ~~are~~Alliance ~~comprised~~Agreement ofwith ~~various~~Shandong ~~types~~Provincial ofUrban ~~biological~~Construction ~~nutrient~~Design ~~removal~~Institute (~~BNR~~“Shandong Institute”) ~~processes~~(the ~~which~~“Shandong ~~apply~~Institute ~~alternative~~Alliance ~~aerated~~Agreement”) ~~and~~pursuant ~~unaerated environments~~ to ~~remove~~which ~~nitrogen~~Shandong ~~and~~Institute ~~phosphorous~~will ~~through~~assist the ~~growth~~Company ~~and~~with ~~metabolism~~its ofbusiness ~~specific~~operations ~~bacteria. There~~in ~~are~~China ~~many~~by ~~competitors~~seeking into ~~the~~identify ~~Chinese~~wastewater ~~market~~treatment ~~currently~~plant ~~offering~~acquisition ~~various~~or ~~types~~retrofitting of ~~BNR~~water ~~systems~~reclamation ~~including~~projects ~~Enviroquip,~~in ~~WES~~China ~~Inc.,~~for ~~Pollution~~the ~~Control Systems Inc.~~Company, ~~Smith~~identifying &and ~~Loveless,~~acquiring ~~Bonadiman~~wastewater ~~Constructors,~~treatment ~~Redfox~~plants ~~Environmental~~in ~~Services,~~China ~~Bio-Microbics~~for ~~Inc.,~~potential ~~Beckart~~acquisition ~~Environmental~~and ~~Inc.,~~sale ~~Hydroxyl~~by ~~Systems,~~the ~~AWS American Wastewater Systems~~Company, ~~Norweco, Paques~~ and USrecommending ~~Filter. All of these competitors are more well established than~~ the Company’s ~~and~~USBF ittechnology isto ~~likely~~potential ~~that~~customers ~~they also have greater financial resources and expertise than we do~~ in ~~research and development, manufacturing, testing, obtaining regulatory approvals and marketing approved products and technologies~~China.

~~The~~On ~~Company~~September ~~intends~~2, to2011 ~~seek to compete in~~ the ~~wastewater~~Company ~~management~~entered ~~industry~~into ~~in China on the basis that it believes wastewater treatment facilities using its USBF technology have~~ a ~~competitive~~Framework ~~advantage~~Agreement ~~over~~on ~~plants~~Investment ~~using~~and ~~the~~Construction ~~currently~~with ~~available~~China ~~BNR~~Aviation ~~technology~~International inConstruction ~~relation to cost of installation~~Co., ~~footprint,~~Ltd. ~~and~~(“AVIC ~~operating cost~~AIC”), asa ~~well~~subsidiary asof inChina ~~the~~Aviation ~~ability~~Industry ~~to easily scale up modularly for future expansion. In addition~~Corporation, ~~the~~a ~~Company~~Fortune ~~believes~~500 ~~that~~and ~~its~~Chinese ~~USBF~~state-owned ~~system provides better performance than currently available BNR systems based on many factors including the fact that the USBF system is:~~ company.

1Pursuant to the Framework Agreement, through its subsidiary to be set up in Beijin, China, the Company will jointly set up a Project Company in China with AVIC AIC to construct, operate and manage Baihenan Wastewater Treatment Plant in Chengde Hi-Tech Industrial Development Zone implementing USBF Technology. The city of Chengde is a mountain resort bordering both Beijin and Tianjin and provides the main water supply for these two of the three biggest cities in China.

~~Overall simpler process to operate~~-7-

The registered capital of the Project Company will be RMB15,000,000 (US$2,351,000 at the daily average interbank rate of 6.3799 on September 2, 2011), with each of AWI and AVIC AIC owning 50% of the Project Company.

~~Requires~~AVIC ~~less~~AIC ~~electrical~~is ~~power~~entrusted to sign the BOT Agreement for the Project with Chengde and will be responsible for coordinating the construction and other daily operations of the Project. The Company is responsible for the technical support, design and equipment supply installation of the Project, and will ensure the Project meets the National Emission Standards A of Class One under the environmental laws of China.

3ITEM 1. A RISK FACTORS

~~Does~~Much ~~not~~of ~~require~~the ~~computerized~~information ~~controls~~included ~~for~~in ~~operation~~this current report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

4Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

NoOur ~~chemicals~~common ~~required~~shares ~~for~~are ~~operation~~considered speculative during the development of our business operations. Prospective investors should consider carefully the risk factors set out below.

5.We need to continue as a going concern if our business is to succeed

~~Less~~Our ~~mechanical~~independent ~~equipment~~registered public accounting firm’s report to ~~maintain~~our audited financial statements for the period ended December 31, 2011 indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Such factors identified in the report are our accumulated deficit since inception, our failure to attain profitable operations and our dependence upon adequate financing to pay our liabilities. If we are not able to continue as a going concern, it is likely investors will lose their investments.

6.We need to obtain additional financing

~~Produces~~Our current operating funds are less ~~sludge~~than necessary to complete all intended development of our business, and therefore we will need to obtain additional financing in order to complete our business plan. As of December 31, 2011 we had cash in the amount of $9,722. We currently have minimal operations and we have generated no income.

8We will require additional financing to sustain our business operations if we are not successful in earning revenues. We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required.

In addition to the foregoing, the Company intends to seek to compete in the wastewater management industry in China on the basis of relationships it is able to establish. Although some wastewater projects in China, including particularly those in larger Tier 1 cities, are based upon competitive bidding, the Company does not intend to make such projects the focus of its efforts. Instead, the Company intends to focus its efforts on obtaining contracts for projects such as retrofits, upgrades, and construction of new plant facilities in smaller Tier 2 and 3 cities, and it believes that its ability to obtain such contracts will often be based on relationships it has been able to establish with recognized experts from universities and design institutes, and with mayors and other local authorities. Although there is no assurance that the Company will be able to successfully compete on this basis, as part of this effort, the Company has entered into the Renmim Alliance Agreement and the Shandong Institute Alliance Agreement described above. -8-

~~Intellectual~~The ~~Property~~most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders.

~~Pursuant~~We to the License Agreement, Ecofluid Systems, Inc. granted an exclusive license to China Wastewater to manufacture and/or assemble, distribute, sell, advertise and promote wastewater treatment systems utilizing patented technology owned by Ecofulid Systems, Inc. throughout China. The License Agreement also grants China Wastewater a royalty-free license to use Econfluid’s “USBF” trademark throughout the term of the License Agreement in conjunction with its operations in China. Other than the License, the Company does not own any intellectual property relating to wastewater treatment facilities. The Ecofluid System, Inc. technology which the Company has licensed is not currently patented under Chinese patent laws and the “USBF” trademark is not currently registered under Chinese trademark laws. Furthermore, the protection of intellectual property rights and proprietary information in China, including both patent and trademark rights, has historically not been as effective as in the United States or other countries. For example, implementation and enforcement of PRC intellectual property-related laws have ~~historically~~commenced ~~been~~limited deficient and ineffective and may be hampered by corruption and local protectionism. Policing unauthorized use of proprietary technology is difficult and expensive, and we might need to resort to litigation to enforce or defend patents or trademarks issued to us or to determine the enforceability, scope and validity of our proprietary rights in such patents and trademarks. The experience and capabilities of PRC courts in handling intellectual property litigation varies, and outcomes are unpredictable. Further, such litigation may require significant expenditure of cash and management efforts and could harm our business, ~~financial condition and results of~~ operations~~. To date we have not been involved in any significant intellectual property disputes, or encountered major difficulties in enforcing our intellectual property rights in China.~~

~~Research~~There is no history upon which to base any assumption as to the likelihood that we will prove successful, and ~~Development~~we can provide investors with no assurance that we will generate any license fees, operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will not succeed.

~~The~~We ~~Company~~are ~~did~~subject ~~not~~to ~~conduct~~certain ~~any~~risks ~~research~~in ~~and~~our ~~development~~international ~~during the fiscal years ended December 31, 2010 and 2009.~~operations

~~Employees~~We expect that most of our revenues will be generated outside North America. We will be accordingly subject to a number of risks, any of which could harm our business, relating to doing business internationally, including:

~~The~~- ~~Company~~Exchange ~~has~~controls 5and ~~employees~~currency inexchange ~~Vancouver, BC, Canada. The Company has 4 consultants in China to assist in identifying potential opportunities.~~rates

~~Office~~- ~~Space~~Inflation

~~The~~- ~~Company~~Political ~~leases~~and ~~office~~economic ~~space in British Columbia, Canada under an operating lease. The lease provides for a lease payment of $2,718 per month beginning April 1, 2011 expiring March 31, 2012.~~instability

9- General economic conditions in countries where end users of the company’s services reside

~~Reports~~Government ~~to Security Holders~~Regulations

WeThrough ~~are~~its ~~subject~~business ~~to the reporting requirements of the Exchange Act and the rules and regulations promulgated thereunder~~operations, ~~and, accordingly file reports, information statements or other information with~~ the ~~Securities~~Company ~~and~~will ~~Exchange~~be ~~Commission,~~subject ~~including quarterly reports on Form 10-Q, annual reports on Form 10-K, reports of current events on Form 8-K, and proxy or information statements with respect~~ to ~~shareholder~~regulations meetings. The public may read and copy any materials we file with the Securities and Exchange Commission at its Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by ~~calling~~various ~~the~~national ~~Securities~~ and ~~Exchange~~local ~~Commission~~governmental atagencies ~~1-800-SEC-0330.~~where ~~The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with~~ the ~~Securities~~Company ~~and~~conducts ~~Exchange~~business ~~Commission at http://www~~operations.~~sec.gov.~~

~~ITEM~~In 2addition, in the ordinary course of its business, the Company will be subject to numerous environmental laws and regulations covering compliance matters or imposing liability for the costs of, and damages resulting from, cleaning up sites, past spills, disposals and other releases of hazardous substances. Changes in environmental laws and regulations may have a material adverse effect on the Company’s financial position and results of operations. Any failure by the Company to adequately comply with such laws and regulations could subject the Company to significant future liabilities.

~~PROPERTIES~~Within China, Renmin University is responsible for reviewing wastewater technology and advising the Central Chinese government regarding applicable standards. The Company will be required to comply with applicable regulations regarding wastewater treatment facilities in China and intends to rely on Renmin University to assist it in identifying regulations which are applicable to each potential project.

~~The~~Within ~~Company~~China, ~~leases~~the ~~office~~national ~~space~~discharge criteria for municipal wastewater treatment plants are set forth in ~~British~~governmental ~~Columbia~~regulations including Integrated Wastewater Discharge Standard GB8978-1996, ~~Canada~~which ~~under~~was anput ~~operating~~into ~~lease~~effect as of January 1, 1998. The ~~lease~~standard ~~provides~~was formulated for athe ~~lease~~purpose ~~payment~~of implementing the Environmental Protection Law of $2the People’s Republic of China,~~718~~ ~~per~~the ~~month~~Law ~~beginning~~of ~~April~~the 1People’s Republic of China on Prevention and Control of Water Pollution and the Marine Environmental Protection Law of the People’s Republic of China controlling water pollution, ~~2011~~protecting ~~expiring~~surface ~~March~~water 31like rivers, ~~2012~~lakes, canals, reservoirs, oceans and ground water. It is intended to maintain human health, eco-balance, national economic development and urban and rural development by establishing the upper limit for discharge of many pollutants and the total allowed water discharge for some industries. It applies to all existing water treatment facilities for discharge management, environmental impact assessment, design, approval of facilities upon completion of construction, and management after being put into operation.

~~ITEM 3.~~-9-

~~LEGAL~~The ~~PROCEEDINGS~~approval process for wastewater treatment plants in China first requires providing information to the Department of Science, Technology and Standards of the Ministry of Environmental Protection of the People’s Republic of China to establish that the technology to be used meets the national discharge standards set forth in applicable governmental regulations. The process also involves establishing that the technology to be used meets any applicable discharge standards established by provincial and local governments and authorities and obtaining necessary permits and approvals from such provincial and local governments and authorities. As described above, on September 1, 2010, the Company entered into a Strategic Alliance Agreement with Renmin University. Pursuant to the terms of this agreement, Renmin University agreed to review the USBF Technology and advise the Company regarding its use in the China wastewater market and also agreed to assist the Company in identifying potential plant construction, acquisition, retrofitting and water reclamation opportunities from national, provincial, and municipal governments and from private residential and commercial projects in China. In return, the Company will provide access to any plants built in China Renmin University so they may study the technology for teaching purpose and advise the Company on potential improvements. Remin University will receive remuneration for introductions and for consulting services at a fee to be mutually agreed to by the parties at the time the Company obtains any contract for plant construction or other type of project as a result of a referral from Renmin. The Company estimates that the agreed upon fee will be between 3-5% of the face amount of any contract received by the Company as a result of a referral from Renmin, and that Renmin will have the option of agreeing to receive payment either in cash or through issuance of shares of the Company’s stock based on then current market value of the Company’s shares.

~~There~~Environmental are no material pending legal proceedings to which we are a party or of which any of our properties are subject; nor are there material proceedings known to us to be contemplated by any governmental authority. There are no material proceedings known to us, pending or contemplated, in which any of our directors, officers or affiliates or any of our principal security holders, or any associate of any of the foregoing, is a party or has an interest adverse to us.Considerations

~~ITEM~~Untreated 4wastewater and sewage sludge create serious environmental and health hazards. These organic wastes contain harmful products and by-products which can leach into soils, waterways and ground waters causing contamination of soils and underground aquifers. The Company's technology can contribute to remediating environmental pollution problems from these sources, by safely treating wastewater for reuse and recycling.

~~(REMOVED AND RESERVED)~~Competition

10The market for wastewater treatment facilities worldwide and within China is competitive and rapidly evolving. Wastewater treatment processes currently in use in China which compete with the USBF Technology are comprised of various types of biological nutrient removal (BNR) processes which apply alternative aerated and unaerated environments to remove nitrogen and phosphorous through the growth and metabolism of specific bacteria. There are many competitors in the Chinese market currently offering various types of BNR systems including Enviroquip, WES Inc., Pollution Control Systems Inc., Smith & Loveless, Bonadiman Constructors, Redfox Environmental Services, Bio-Microbics Inc., Beckart Environmental Inc., Hydroxyl Systems, AWS American Wastewater Systems, Norweco, Paques and US Filter. All of these competitors are more well established than the Company and it is likely that they also have greater financial resources and expertise than we do in research and development, manufacturing, testing, obtaining regulatory approvals and marketing approved products and technologies.

~~PART II~~-10-

~~ITEM~~The 5Company intends to seek to compete in the wastewater management industry in China on the basis that it believes wastewater treatment facilities using its USBF technology have a competitive advantage over plants using the currently available BNR technology in relation to cost of installation, footprint, and operating cost, as well as in the ability to easily scale up modularly for future expansion. In addition, the Company believes that its USBF system provides better performance than currently available BNR systems based on many factors including the fact that the USBF system is:

~~MARKET~~1. ~~FOR REGISTRANT’S~~Overall ~~COMMON~~simpler ~~EQUITY,~~process ~~RELATED~~to ~~STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.~~ operate

~~Market Information~~2. ~~The~~ ~~Company’s~~Requires ~~shares~~less ~~trade~~electrical on the Over The Counter Bulletin Board under the symbol “SSOU” the following table sets forth the high and low bid prices of our common stock (USD) for the last two fiscal years and subsequent interim period, as reported by the National Quotation Bureau and represents inter dealer quotations, without retail mark-up, mark-down or commission and may not be reflective of actual transactions:power

	(U.S. $)
2009	HIGH	LOW
Quarter Ended March 31	$1.01	$1.01
Quarter Ended June 30	$1.01	$1.01
Quarter Ended September 30	$1.01	$1.01
Quarter Ended December 31	$1.01	$1.01
2010	HIGH	LOW
Quarter Ended March 31	$1.01	$1.01
Quarter Ended June 30	$1.01	$1.01
Quarter Ended September 30	$1.01	$1.01
Quarter Ended December 31	$1.01	$0.75

3.	Does not require computerized controls for operation

~~Holders~~4. As ofNo ~~December~~chemicals ~~31,~~required ~~2010~~for ~~there were 47,315,500 shares of common stock issued and outstanding and 41 shareholders of record.~~operation

~~Dividends~~5. ~~The~~ ~~Company~~Less ~~has~~mechanical ~~not~~equipment ~~declared or paid any cash dividends on its common stock during the fiscal years ended December 31, 2010 or 2009. There are no restrictions on the common stock that limit the ability of us~~ to pay dividends if declared by the Board of Directors and the loan agreements and general security agreements covering the Company’s assets do not limit its ability to pay dividends. The holders of common stock are entitled to receive dividends when and if declared by the Board of Directors, out of funds legally available therefore and to share pro-rata in any distribution to the stockholders. Generally, the Company is not able to pay dividends if after payment of the dividends, it would be unable to pay its liabilities as they become due or if the value of the Company’s assets, after payment of the liabilities, is less than the aggregate of the Company’s liabilities and stated capital of all classes.maintain

~~ITEM~~ 6. Produces less sludge

~~SELECTED~~In ~~FINANCIAL~~addition ~~DATA~~to the foregoing, the Company intends to seek to compete in the wastewater management industry in China on the basis of relationships it is able to establish. Although some wastewater projects in China, including particularly those in larger Tier 1 cities, are based upon competitive bidding, the Company does not intend to make such projects the focus of its efforts. Instead, the Company intends to focus its efforts on obtaining contracts for projects such as retrofits, upgrades, and construction of new plant facilities in smaller Tier 2 and 3 cities, and it believes that its ability to obtain such contracts will often be based on relationships it has been able to establish with recognized experts from universities and design institutes, and with mayors and other local authorities. Although there is no assurance that the Company will be able to successfully compete on this basis, as part of this effort, the Company has entered into the Renmim Alliance Agreement, the Shandong Institute Alliance Agreement and the Framework Agreement with AVIC AIC described above.

~~Not~~Risk ~~applicable.~~factors related to our common stock

~~ITEM~~Limited 7.Public Trading Market

~~MANAGEMENT'S~~Our ~~DISCUSSION~~common ~~AND~~stock ~~ANALYSIS~~is OFquoted ~~FINANCIAL~~on ~~CONDITION~~the ~~AND~~OTC ~~RESULTS~~Bulletin OFBoard ~~OPERATION~~under the symbol “AWWI”. We can provide no assurance that significant market for our common stock will develop. As a result, stockholders may be unable to liquidate their investments, or may encounter considerable delay in selling shares of our common stock.

11The equity markets have, on occasion, experienced significant price and volume fluctuations that have affected the market prices for many companies' securities and that have often been unrelated to the operating performance of these companies. Any such fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance. As a result, stockholders may be unable to sell their shares, or may be forced to sell them at a loss.

~~SPECIAL~~Dilution ~~NOTE~~from OFour ~~CAUTION~~future ~~REGARDING~~issuance ~~FORWARD-LOOKING~~of ~~STATEMENTS~~capital stock

~~CERTAIN~~As ~~STATEMENTS~~of INDecember ~~THIS REPORT~~31, ~~INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION~~2011, ~~ARE~~we ~~WHAT~~had ~~ARE KNOWN AS "FORWARD LOOKING STATEMENTS"~~55, ~~WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON~~615,667 ~~THESE~~shares ~~STATEMENTS~~of ~~INVOLVE~~common ~~RISK~~stock ~~AND~~outstanding ~~UNCERTAINTY~~and ~~SINCE~~no NOshares ~~ONE~~of ~~CAN~~preferred ~~ACCURATELY~~stock ~~PREDICT THE FUTURE~~outstanding. We ~~WORDS~~are ~~SUCH~~authorized ASto ~~"PLANS,"~~issue ~~"INTENDS,"~~up ~~"WILL,"~~to ~~"HOPES~~150,~~" "SEEKS~~000,"000 ~~"ANTICIPATES,"~~shares ~~"EXPECTS~~of ~~"AND~~common ~~THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT~~stock. To ~~SUCH~~the ~~FORWARD~~extent ~~LOOKING~~of ~~STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY~~such authorization, our ~~AND~~Board ~~STATEMENTS~~of Directors will ~~WHICH~~have ~~EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES~~the ability, ~~INCOME~~without ORseeking ~~PROFITS.~~stockholder ~~NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES~~approval, ORto ~~CAUSE~~issue ~~SUCH~~additional ~~PRESENT~~shares ~~AND~~of ~~FUTURE~~common ~~OPERATIONS~~stock TOor preferred stock in ~~FAIL~~the future for such consideration as TOthe Board ~~PRODUCE~~of ~~REVENUES,~~Directors ~~INCOME~~may ~~OR PROFITS~~consider sufficient. The ~~THEREFORE,~~issuance ~~THE~~of ~~READER~~additional IScommon ~~ADVISED~~stock ~~THAT~~in ~~THE~~the ~~FOLLOWING~~future ~~DISCUSSION~~may ~~SHOULD~~reduce BEyour ~~CONSIDERED~~proportionate INownership ~~LIGHT~~and OFvoting ~~THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-K AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION~~power. ~~NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.~~

~~Background~~Volatile market price

We ~~were~~expect ~~formed~~the asmarket afor ~~Nevada~~our ~~corporation~~common onshares ~~June~~will ~~20,~~be ~~1997~~characterized ~~under~~by ~~the~~significant ~~name~~price ~~California~~volatility ~~Seasons~~when ~~Franchise~~compared ~~Corporation. In September, 1998, we changed our name~~ to ~~Silicon~~seasoned ~~South~~issuers, ~~Inc.,~~ and ~~began~~we ~~pursuing~~expect athat ~~business~~our ~~developing~~share ~~proprietary~~price ~~electronic~~will ~~components. We~~continue ~~developed~~to ~~three~~be ~~proprietary~~more ~~electronic~~volatile ~~components~~than ~~which~~a weseasoned ~~attempted~~issuer tofor ~~manufacture~~the ~~and~~indefinite ~~market~~future. In ~~April,~~The ~~2002,~~volatility wein ~~ceased~~our ~~operations~~share ~~and~~price ~~focused~~will ~~our~~be ~~efforts~~attributable onto ~~seeking~~ a ~~business~~number ~~opportunity,~~of factors.

On November 9, 2010, we acquired all of the issued and outstanding common stock of China Wastewater, Inc, (formerly known as Alpha Wastewater, Inc) (“CWI” or “China Wastewater”), a Nevada corporation, in a share exchange transaction. As a result of this share exchange transaction, CWI became our wholly-~~owned subsidiary, and the focus of our business operations will now be on the operations to be carried on through CWI.~~ 11-

~~CWI~~First, isour acommon ~~development~~shares ~~stage~~have ~~environmental~~been ~~management, manufacturing~~ and ~~technology~~will ~~company~~be ~~focused~~for onthe ~~wastewater~~near ~~treatment~~future sporadically and ~~water~~thinly ~~recycling~~traded. ~~CWI~~ ~~was~~As ~~founded~~a inconsequence ~~2009~~of ~~with~~this lack of liquidity, the ~~sole~~trading ~~purpose~~of relatively small quantities of ~~launching~~shares ~~the~~by ~~Ecofluid~~our ~~Systems~~shareholders ~~wastewater~~may ~~treatment~~disproportionately ~~technology~~influence the price of those shares in ~~China~~either direction. As The price for our shares could, for example, decline precipitously in the event that a ~~result~~large number of our ~~acquisition~~common ofshares ~~CWI~~are sold on the market without commensurate demand, ~~our~~as ~~business~~compared ~~operations~~to ~~will~~a ~~now~~seasoned beissuer ~~focused~~which oncould ~~launching~~better ~~the~~absorb ~~Ecofluid~~those ~~Systems~~sales ~~wastewater~~without ~~treatment~~adverse ~~technology~~impact inon ~~China.~~its share price.

~~The~~Secondly, ~~following~~we ~~discussion~~are ~~regarding~~a ~~results~~speculative or “risky” investment due to our limited operating history and lack of ~~operation~~profits ~~relates~~to date, and uncertainty of future market acceptance for our potential products. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the ~~business~~market ~~operations~~more quickly and at greater discounts than would be the case with the stock of ~~CWI~~a seasoned issuer.

~~Critical~~Many ~~Accounting~~of ~~Policies~~these factors are beyond our control and ~~Estimates~~may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common shares will be at any time, including as to whether our common shares will sustain their current market prices, or as to what effect that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price.

~~The~~Shareholders ~~discussion~~should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and ~~analysis~~abuse. Such patterns include (1) control of ~~our~~the ~~financial~~market ~~condition~~for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and ~~results~~sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of ~~operations~~the ~~are~~same ~~based~~securities onby ~~our~~promoters ~~consolidated~~and ~~financial~~broker-dealers ~~statements,~~after ~~which~~prices have been ~~prepared~~manipulated into ~~accordance~~a desired level, along with ~~United~~the ~~States~~resulting ~~generally~~inevitable ~~accepted~~collapse ~~accounting~~of ~~principles~~those prices and with consequent investor losses. ~~The~~ ~~preparation~~Our management is aware of ~~our~~the ~~consolidated~~abuses ~~financial~~that ~~statements~~have ~~requires~~occurred ushistorically in the penny stock market. Although we do not expect to be in a position to dictate the behaviour of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

12We have not paid dividends

~~make~~We ~~estimates~~have never paid cash dividends on our common stock and ~~assumptions~~do ~~that~~not ~~affect~~anticipate paying cash dividends in the ~~reported~~foreseeable ~~amounts~~future. The payment of ~~assets,~~dividends ~~liabilities~~on our common stock will depend on earnings, ~~revenues~~financial condition and ~~expenses~~other business and economic factors affecting it at such time as the Board of Directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.

OnIntellectual an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, accrued expenses, fair valuation of inventory, valuation of any losses on purchase commitments, fair valuation of stock related to stock-based compensation and income taxes. We base our estimates on authoritative literature and pronouncements, historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions. The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements. The results of our operations for any historical period are not necessarily indicative of the results of our operations for any other future period.Property

~~While~~The ~~our~~USBF ~~significant~~Technology ~~accounting~~owned ~~policies~~by ~~are~~the ~~more~~Company ~~fully~~is ~~described~~not incurrently ~~Note~~patented 2under toChinese ~~our~~patent ~~consolidated~~laws ~~financial~~and ~~statements,~~the we“USBF” ~~believe~~trademark ~~that~~is not currently registered under Chinese trademark laws. Furthermore, the ~~following~~protection ~~accounting~~of ~~policies~~intellectual ~~relating~~property torights ~~revenue~~and ~~recognition~~proprietary information in China, ~~research~~including both patent and ~~development~~trademark ~~costs~~rights, ~~inventory~~has ~~valuation~~historically not been as effective as in the United States or other countries. For example, ~~valuation~~implementation and enforcement of ~~purchase~~PRC ~~commitments,~~intellectual ~~accrued~~property-related ~~expenses~~laws have historically been deficient and ~~deferred~~ineffective ~~liabilities,~~and ~~stock-based~~may ~~compensation~~be hampered by corruption and ~~income~~local ~~taxes~~protectionism. ~~are~~Policing ~~significant~~unauthorized use of proprietary technology is difficult and, ~~therefore~~expensive, ~~important~~and we might need to ~~aid~~resort ~~you~~to litigation to enforce or defend patents or trademarks issued to us or to determine the enforceability, scope and validity of our proprietary rights in ~~fully~~such ~~understanding~~patents and ~~evaluating~~trademarks. The experience and capabilities of PRC courts in handling intellectual property litigation varies, and outcomes are unpredictable. Further, such litigation may require significant expenditure of cash and management efforts and could harm our ~~reported~~business, financial condition and results of operations. To date we have not been involved in any significant intellectual property disputes, or encountered major difficulties in enforcing our intellectual property rights in China.

~~Basis of Presentation~~-12-

~~The~~Research ~~accompanying~~and ~~consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).~~ Development

~~Principles~~The ofCompany ~~Consolidation~~did not conduct any research and development during the fiscal years ended December 31, 2011 and 2010.

~~The accompanying consolidated financial statements included all of the accounts of the Company and its wholly-owned subsidiary. All intercompany transactions have been eliminated.~~Employees

~~Cash~~We have two officers and ~~Cash~~no ~~Equivalents~~other employees. Our officers and directors are responsible for planning, developing and operational duties, and will continue to do so throughout the early stages of our growth. We have no intention of hiring additional employees until we have sufficient, reliable revenue from our operations. Our officers and directors are planning to do whatever work is required until our business is at the point of having positive cash flow. We do not have any written employment agreements in place with our officers and directors.

~~The~~Office ~~Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.~~Space

~~Foreign~~The ~~Currency~~Company ~~Translation~~leases office space in British Columbia, Canada under an operating lease. The lease provides for a lease payment of $2,718 per month beginning April 1, 2011 which expired on March 31, 2012 and is currently continuing on a month to month basis.

~~Assets~~Reports ~~and~~to ~~liabilities~~Security of the Company’s operations are translated from its functional currency of the Canadian dollar into its reporting currency of the U.S. dollar at period-end exchange rates. Net exchange gains or losses resulting from such translation are excluded from net loss but are included in comprehensive income (loss) and accumulated in a separate component of stockholders' equity. Income and expenses are translated at the average exchange rate for the period. Equity transactions are translated at historical rates.Holders

~~Use~~We are subject to the reporting requirements of ~~Estimates~~the Exchange Act and the rules and regulations promulgated thereunder, and, accordingly file reports, information statements or other information with the Securities and Exchange Commission, including quarterly reports on Form 10-Q, annual reports on Form 10-K, reports of current events on Form 8-K, and proxy or information statements with respect to shareholder meetings. The public may read and copy any materials we file with the Securities and Exchange Commission at its Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission at http://www.sec.gov.

~~The~~ITEM preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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 period2. ~~Actual results could differ~~ PROPERTIES

13The Company leases office space in British Columbia, Canada under an operating lease. The lease provides for a lease payment of $2,718 per month beginning April 1, 2011 which expired March 31, 2012 and is currently continuing on a month to month basis.

~~from~~ITEM ~~those estimates~~3. LEGAL ~~Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the financial statements in the period they are determined.~~PROCEEDINGS

~~Basic~~There ~~and~~are ~~Diluted~~no ~~Earnings~~material ~~(Loss)~~pending ~~Per~~legal ~~Share~~proceedings to which we are a party or of which any of our properties are subject; nor are there material proceedings known to us to be contemplated by any governmental authority. There are no material proceedings known to us, pending or contemplated, in which any of our directors, officers or affiliates or any of our principal security holders, or any associate of any of the foregoing, is a party or has an interest adverse to us.

~~Basic~~ITEM ~~earnings (loss) per common share is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period of computation~~4. ~~Diluted earnings~~ (~~loss)~~REMOVED ~~per~~AND ~~share gives effect to all potential dilutive common shares outstanding during the period of compensation. The computation of diluted earnings (loss~~RESERVED) per share does not assume conversion, exercise or contingent exercise of securities that would have an antidilutive effect on earnings. As of December 31, 2010 and 2009, the Company had no potentially dilutive securities that would affect the loss per share if they were to be dilutive.

~~Income Taxes~~-13-

~~The~~PART Company accounts for income taxes in accordance with ASC 740. Deferred tax assets and liabilities are recognized for 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 expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for certain deferred tax assets when it is more likely than not that such tax assets will be realized through future operations.II

~~Financial~~ITEM ~~Instruments~~5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

AsMarket ofInformation. The ~~December~~Company’s ~~31,~~shares ~~2010,~~trade on the ~~Company's~~Over ~~financial~~The ~~instruments~~Counter ~~consist~~Bulletin ~~primarily~~Board ofunder ~~cash~~the ~~and~~symbol ~~restricted~~“AWWI” ~~cash~~(formerly “SSOU”). ~~Unless~~The ~~otherwise~~following ~~noted,~~table itsets isforth ~~management's~~the ~~opinion~~high ~~that~~and low bid prices of our common stock (USD) for the ~~Company~~last istwo ~~not~~fiscal ~~exposed~~years toand ~~significant~~subsequent ~~interest~~interim period, ~~currency~~as reported by the National Quotation Bureau and represents inter dealer quotations, without retail mark-up, mark-down or ~~credit~~commission ~~risks~~and ~~arising~~may ~~from~~not ~~these~~be ~~financial~~reflective ~~instruments.~~of actual transactions:

Fair Value of Financial Instruments

	(U.S. $)

2011	HIGH		LOW
Quarter Ended March 31	$	0.75	$	0.70
Quarter Ended June 30	$	0.70	$	0.30
Quarter Ended September 30	$	0.30	$	0.20
Quarter Ended December 31	$	0.26	$	0.15

2010	HIGH		LOW
Quarter Ended March 31	$	1.01	$	1.01
Quarter Ended June 30	$	1.01	$	1.01
Quarter Ended September 30	$	1.01	$	1.01
Quarter Ended December 31	$	1.01	$	0.75

~~Under~~Holders. As ~~the~~of ~~Financial~~December ~~Accounting Standards Board (FASB”) issued Accounting Standards Codification (“ASC”) 820~~31, ~~“Fair~~2011 ~~Value~~there ~~Measurements~~were ~~and Disclosures”~~55, ~~the Company is permitted to elect to measure financial instruments and certain other items at fair value~~615,667 ~~with~~shares ~~the change in fair value recorded in earnings. We elected not to measure any eligible items using the fair value option. Consistent with Fair Value Measurement Topic~~ of ~~the~~common ~~FASB~~stock ~~ASC,~~issued weand ~~implemented~~outstanding ~~guidelines~~and ~~relating~~111 toshareholders ~~the disclosure~~ of ~~our methodology for periodic measurement of our assets and liabilities recorded at fair market value~~record.

~~Fair~~Dividends. The ~~value~~Company ishas ~~defined~~not asdeclared or paid any cash dividends on its common stock during the ~~price~~fiscal years ended December 31, 2011 or 2010. There are no restrictions on the common stock that ~~would~~limit bethe ~~received~~ability of us to ~~sell~~pay andividends ~~asset~~if ordeclared ~~paid~~by tothe ~~transfer~~Board aof ~~liability~~Directors inand the anloan ~~orderly~~agreements ~~transaction~~and ~~between~~general ~~market~~security ~~participants~~agreements atcovering the ~~measurement~~Company’s ~~date~~assets do not limit its ability to pay dividends. A ~~three-tier~~The ~~fair~~holders ~~value~~of ~~hierarchy~~common ~~prioritizes~~stock are entitled to receive dividends when and if declared by the ~~inputs~~Board ~~used~~of Directors, out of funds legally available therefore and to share pro-rata in ~~measuring~~any ~~fair~~distribution ~~value~~to the stockholders. ~~The~~ ~~hierarchy~~Generally, ~~gives~~the Company is not able to pay dividends if after payment of the ~~highest~~dividends, ~~priority~~it would be unable to ~~unadjusted~~pay ~~quoted~~its ~~prices~~liabilities inas ~~active~~they ~~markets~~become ~~for~~due ~~identical~~or if the value of the Company’s assets, orafter ~~liabilities~~payment ~~(level~~of 1the ~~measurements)~~liabilities, ~~and~~is less than the ~~lowest~~aggregate ~~priority~~of tothe ~~unobservable~~Company’s ~~inputs~~liabilities ~~(level~~and 3stated ~~measurements). These~~capital ~~tiers~~of ~~include:~~all classes.

14ITEM 6. SELECTED FINANCIAL DATA.

-Not applicable.

~~Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;~~-14-

-ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

~~Level~~SPECIAL 2,NOTE ~~defined~~OF asCAUTION ~~inputs~~REGARDING ~~other~~FORWARD-LOOKING than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; andSTATEMENTS

CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-K AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable.Background

~~The~~Alpha Wastewater, Inc. (the “Company’s” ~~Level~~or 1“Alpha”, ~~assets~~formerly ~~primarily~~known ~~include~~as ~~cash~~Silicon South, ~~cash~~Inc.) ~~equivalents~~was ~~and~~formed ~~restricted~~in ~~cash.~~the ~~Valuations~~name ~~are~~of ~~obtained~~California ~~from~~Seasons ~~readily~~Franchise ~~available~~Corporation ~~pricing~~under ~~sources~~the ~~for~~laws ~~market~~of ~~transactions~~the ~~involving~~State ~~identical~~of ~~assets~~Nevada oron ~~liabilities~~June 20, 1997. From ~~The~~inception ~~carrying~~to ~~amounts~~April 2002 the principal business activity of ~~accounts~~the ~~payable,~~Company ~~amounts~~was ~~due~~developing tothree ~~related~~proprietary ~~parties,~~electronic components to manufacture and ~~shareholder~~market. ~~loans~~After April 2002, ~~approximate~~The ~~their~~Company ~~fair~~had ~~values~~no ~~due~~operations toand ~~the~~focused ~~immediate~~on orseeking ~~short-term~~a ~~maturities~~business opportunity under the name of ~~these~~Silicon ~~financial~~South, ~~instruments~~Inc. (“Silicon”).

On November 9, 2010 The ~~Company’s~~Silicon ~~Level~~completed 2a ~~assets~~share ~~and~~exchange ~~liabilities~~agreement ~~primarily~~with ~~include~~China Wastewater, Inc. (“China Wastewater”), a ~~promissory~~technology ~~note~~company ~~issued~~formed tounder ~~unrelated~~the ~~parties~~laws of the ~~Company~~State of Nevada. China Wastewater owns an exclusive license to manufacture, ~~which~~assemble, isadvertise, ~~discounted~~promote, atsell, ~~market~~and ~~rate~~distribute ~~for~~a ~~similar~~patented ~~instruments~~wastewater purification system in the People’s Republic of China.

~~The~~Pursuant ~~Company~~to ~~has~~the noshare ~~level~~exchange 3agreement, ~~assets~~China orWastewater ~~liabilities~~assumed Silicon’s outstanding debt of $130,000 at November 9, 2010 and Silicon issued 40,000,000 shares of restricted common stock in exchange for 100 percent of the 40,000,000 outstanding shares of China Wastewater, which shares represented 84.54 percent of the combined company (the “Company”)’s outstanding common stock after the transaction.

~~Comprehensive~~As ~~Income~~the ~~(Loss)~~result of the transaction China Wastewater obtained control of Silicon, thereby is the accounting acquirer in the transaction, and the transaction was recognized as the reverse acquisition of Silicon by China Wastewater.

~~Total~~The ~~comprehensive~~Company’s ~~income~~name ~~(loss)~~was ~~represents~~changed ~~the net change in stockholders' equity during a period~~ from ~~sources~~“Silicon ~~other~~South, ~~than~~Inc.” ~~transactions~~to ~~with~~“Alpha ~~stockholders and as such~~Wastewater, ~~includes net earnings (loss)~~Inc.” ~~For~~on ~~the~~August ~~Company~~15, ~~the components of other comprehensive income (loss) are the changes in the cumulative foreign currency translation adjustments and are recorded as components of stockholders' equity~~2011.

~~Stock~~-~~Based Compensation~~ 15-

InThe ~~October~~following ~~1995,~~discussion ~~the~~regarding ~~FASB~~results ~~issued~~of ~~SFAS~~operation ~~No.~~relates 123, “Accounting for Stock-Based Compensation” (ASC 718). ASC 718 prescribes accounting and reporting standards for all stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. ASC 718 requires compensation expense to ~~be recorded using~~ the ~~new~~business ~~fair~~operations ~~value method. The Company has opted for the disclosure provisions~~ of ~~ASC 718~~CWI.

~~Newly~~Critical ~~Adopted~~ Accounting ~~Pronouncements~~Policies and Estimates

~~Management~~The ~~does~~discussion ~~not~~and ~~expect~~analysis ~~the~~of ~~future~~our ~~adoption~~financial condition and results of ~~any~~operations ~~recently~~are ~~issued~~based ~~accounting~~on ~~pronouncement~~our toconsolidated financial statements, which have abeen ~~significant~~prepared ~~impact~~in onaccordance ~~its~~with United States generally accepted accounting principles. The preparation of our consolidated financial ~~position,~~statements ~~results~~requires us to make estimates and assumptions that affect the reported amounts of ~~operations~~assets, orliabilities, ~~cash~~revenues ~~flows.~~and expenses.

15On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, accrued expenses, fair valuation of inventory, valuation of any losses on purchase commitments, fair valuation of stock related to stock-based compensation and income taxes. We base our estimates on authoritative literature and pronouncements, historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions. The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements. The results of our operations for any historical period are not necessarily indicative of the results of our operations for any other future period.

~~Results~~Please ofrefer ~~Operations~~to Note 2 to our consolidated financial statements for our accounting policies.

~~Fiscal~~Results ~~year~~of ~~ended December 31, 2010 compared to Fiscal Year ended December 31, 2009~~Operations

	Year Ended December 31,
		2010		2009
Revenue	$	Nil	$	Nil
Operating Expenses	$	(123,512)	$	(236,474)
Interest expense	$	(3,176)	$	-
Net Loss	$	(126,688)	$	(236,474)

Fiscal year ended December 31, 2011 compared to Fiscal Year ended December 31, 2010

For the year ended December 31, 2010 we recorded imputed interest expense of $3,176 on promissory note of $200,000 issued on November 10, 2010.

	Year Ended December 31,
	2011		2010
Revenue	$	-	$	-
Operating Expenses		1,067,596		123,512
Loss on derivative		20,498		-
Foreign currency translation adjustment		26,524		-
Interest expense		20,498		3,176
Net Loss	$	1,138,172	$	126,688

~~Revenue~~For the year ended December 31, 2011, we had loss on derivative related to conversion feature of the convertible loan issued in 2011.

We ~~have~~recorded ~~not~~interest ~~earned~~expense ~~any~~of ~~revenues~~$20,498 ~~since~~in 2011 on our ~~inception~~promissory note issued in 2010 and weour doconvertible ~~not~~note ~~anticipate~~issued ~~earning~~in ~~revenues~~2011, and $3,176 in ~~the~~2010 ~~upcoming~~on ~~quarter~~promissory note of $200,000 issued on November 10, 2010.

~~Operating Expenses~~Revenue

~~Our~~We ~~total~~have ~~expenses~~not ~~for~~earned ~~the~~any ~~years~~revenues ~~ended~~since ~~December~~our ~~31,~~inception ~~2010~~ and ~~2009~~we ~~are~~do ~~outlined~~not anticipate earning revenues in the ~~table~~upcoming ~~below:~~quarter.

	Year Ended December 31,
		2010		2009
General and administrative	$	61,099	$	21,530
Consulting and professional fees	$	62,413	$	51,210
Salary and wages	$	-	$	163,734
	$	123,512	$	236,474

-16-

~~General~~Operating and administrative expenses and consulting and professional fees increased significantly from 2009 to 2010 due to the costs incurred in 2010 on merger between Silicon South, Inc. and China Wastewater, Inc.Expenses

~~During~~Our total expenses for the ~~year~~years ended December 31, ~~2009~~2011 ~~we paid salary~~ and ~~wages~~2010 ofare ~~$136,474~~outlined ~~which was absent~~ in the ~~year~~table ~~ended December 31, 2010.~~below:

Liquidity and Capital Resources

	Year Ended December 31,
	2011		2010
General and administrative	$	441,387	$	61,099
Consulting and professional fees		117,915		62,413
Amortization expense		40,790		-
Management fees		467,504		-
	$	1,026,806	$	123,512

~~Working~~General ~~Capital~~and administrative expenses and consulting and professional fees increased significantly from 2010 to 2011 because we significantly increased our scale of operations in 2011. Amortization expense is due to acquisition of intangible asset with an expiration date of September 18, 2027

		March 31, 2011		December 31, 2009		Increase (Decrease)
Current Assets	$	1,145,735	$	-	$	1,145,735
Current Liabilities	$	1,388,933	$	-	$	1,388,933
Working Capital	$	(234,198)	$	-	$	(234,198)

Liquidity and Capital Resources

16Working Capital

Cash Flows

	December 31, 2011			December 31, 2010			Decrease
Current Assets	$	46,759		$	1,145,735		$	(1,098,976	)
Current Liabilities		449,795			1,388,933			(939,138	)
Working Capital Deficit	$	(403,036	)	$	(234,198	)	$	(159,838	)

	Year Ended December 31,
		2010		2009
Cash Used in (from) Operating Activities	$	(1,056,074)	$	58,314
Cash Used in Investing Activities	$	Nil	$	Nil
Cash Provided by Financing Activities	$	1,202,475	$	Nil
Effect of foreign exchange rates on cash	$	(3,215)	$	(58,314)
Net Increase in Cash During the Period	$	143,186	$	Nil

Cash Flows

We are not aware of any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.

	Year Ended December 31,
	2011			2010
Cash Used in Operating Activities	$	(401,708	)	$	(56,074	)
Cash Used in Investing Activities		(1,000,000	)		-
Cash Provided by Financing Activities		1,256,000			202,475
Effect of foreign exchange rates on cash		12,244			(3,215	)
Net Increase (Decrease) in Cash During the Period	$	(133,464	)	$	143,186

~~The~~During ~~Company~~2011 ~~has~~we ~~entered~~paid ~~into~~$1,000,000 ~~an agreement~~ with ~~Ecofluid~~our ~~Systems,~~cash ~~Inc.~~restricted ~~granting an “Exclusive License”~~ for ~~China. Upon agreement of~~ the ~~parties,~~acquisition ~~the license may also be expanded in the future to include other S.E. Asian countries. Pursuant to the terms~~ of ~~this~~our ~~license~~world ~~agreement,~~rights ~~the Company is obligated~~ to ~~pay a Sales Fee to Ecofluid equal to 12.5% of~~ the ~~hard~~USBF ~~costs incurred by China Wastewater or its customers related to construction of any wastewater treatment system using the Licensed~~ Technology~~. Under the terms of the License Agreement~~, ~~“hard~~and ~~costs”~~raised ~~are~~an ~~defined~~additional ~~as meaning the purchase price paid to any third party manufacturers~~$213,500 ~~assemblers,~~from ~~vendors~~sales ~~or suppliers for equipment and hardware components~~ of ~~the~~our ~~system,~~common ~~excluding~~shares ~~items such as concrete, piping, sewage collection equipment, soft costs~~ and ~~costs of installation. After December 31~~$42,500 ~~2010,~~from ~~China~~issuance ~~Wastewater is required to pay a minimum annual sales fee~~ of ~~not~~convertible ~~less than $50,000 in order to maintain its exclusive territory~~note. ~~In the event the minimum China Wastewater fails to pay the minimum annual sales fees for any year, Ecofluid then has the right, in its sole discretion, to terminate the License Agreement.~~

~~The~~We ~~Sales~~are ~~Fee~~not ~~related~~aware ~~to construction~~ of any ~~wastewater~~known treatment system is payable to Ecofluid pro rata in conjunction with system purchase order progress payments. Ecofluid has the right to periodically review the books and records maintained by China Wastewater related to system purchase order payments and payment of the Sales Feetrends, and to require China Wastewater to reimburse it for the costs it has incurred to complete the examination in the event it discloses a deficiency of more than 2% in payment of the Sales Fee. In the event China Wastewater fails to pay any fees due in a timely mannerdemands, ~~the unpaid amount shall accrue interest~~commitments, ~~compounded~~events ~~daily,~~or ~~from~~uncertainties ~~its~~that ~~original~~will ~~due~~result ~~date until paid~~ in ~~full,~~or atthat aare ~~rate~~reasonably ~~equal~~likely to ~~the~~result ~~greater~~in ofour ~~10%~~liquidity ~~per~~increasing ~~annum~~ or ~~the~~decreasing ~~maximum~~in ~~rate~~any ~~allowed~~material ~~by law~~way.

~~The~~Segment term of the License Agreement is through September 18, 2027, the expiration of the patent protecting the Licensed Technology. However, the License Agreement may be terminated early by either party in the event of a material breach by the other party which is not cured within thirty days of it receipt of written notice describing the terms of the material breach. Ecofluid also has the right to terminate the License Agreement immediately in the event China Wastewater sells or distributes a wastewater system outside its exclusive territory without the consent of Ecofluid, or in the event China Wastewater breaches the confidentiality provisions of the License Agreement. Information

We ~~will~~have ~~require~~determined ~~substantial~~that ~~additional~~we ~~capital~~are ~~resources~~principally engaged in ~~order~~one tooperating ~~commence operations pursuant to the terms of the Exclusive License, and there is no assurance such funds will be available~~segment. In Our ~~the~~product ~~event~~candidates ~~such funds~~ are ~~not~~primarily ~~available,~~wastewater ~~we will be required to delay, reduce the scope of, or abandon our business operations under the terms of the Exclusive License~~treatments.

-17-

OnRecent ~~August~~Accounting 5, 2010, China Wastewater and Ecofluid System, Inc. entered into a non-exclusive purchase agreement. The parties updated and re-executed the non-exclusive purchase agreement on December 23, 2010 (the “Purchase Agreement”). Pursuant to the Purchase Agreement, China Wastewater holds the non-exclusive right to acquire the USBF Trademark and the patent owned by Ecofluid for a purchase price of two million US Dollars (US $2,000,000) until March 31, 2011. The Company’s purchase of the USBF Trademark and the Ecofluid patent pursuant to the terms of the Purchase Agreement would have the effect of making the License Agreement null and void. In that event, the Company would no longer be obligated to pay a Sales Fee to Ecofluid. Pronouncements

OnManagement ~~July~~does 9,not ~~2010,~~expect ~~China Wastewater entered into a funding agreement (~~the ~~“Funding~~future ~~Agreement”)~~adoption ~~with Weibiao Xu and Associates, a Republic~~ of ~~China~~any ~~Funding~~recently ~~Group~~issued ~~(“CFG”). Under~~accounting ~~the~~pronouncement ~~terms~~to ofhave ~~the Funding Agreement, CFG subscribed for the purchase of~~ a ~~total~~significant ofimpact ~~4,800,000 shares of the Company’s common stock at a price of $0.25 per share (an aggregate subscription of US$1,200,000)~~ on orits ~~before~~financial ~~November 10~~position, ~~2010,~~results ~~and was granted an option to purchase an additional 3,333,334 shares at a price~~ of ~~$0.30 per (US$1~~operations,~~000,000)~~ on or ~~before~~cash ~~November 30, 2010~~flows. None of the options have been exercised, and the expiration date of the options has been extended to April 30, 2011. By Addendum dated October 18, 2010, the Funding Agreement was amended to specify that the subscription from CFG would be treated as being a subscription for purchase of shares of Silicon South, Inc., following closing under the Reorganization Agreement with China Wastewater, Inc The Company intends to amend its articles of incorporation to increase the number of authorized shares of common stock from 50,000,000 to 150,000,000, and intends to issue shares to CFG pursuant to the Funding Agreement as soon as reasonably possible following the effective date of such amendment.

In accordance with the terms of the Funding Agreement and the Addendum, CFG advanced a total of $1,200,000 in October, 2010. Of this amount, a total of $1,000,000 is currently being held in escrow by the Company for the benefit of CFG, and the parties have agreed that following issuance of Company shares to CFG pursuant to the terms of the Funding Agreement, such funds will be available for use by the Company as part payment of purchase price payable under the NonOff-~~Exclusive~~Balance ~~Purchase~~Sheet Agreement with Ecofluid for purchase of the USBF Trademark and the Ecofluid patent. CFG has agreed that the remaining $200,000 of the funds it advanced pursuant to the Funding Agreement and Addendum may be used by the Company for administrative purposes prior to issuance of Company shares to CFG pursuant to the terms of the Funding Agreement. In order to account for this $200,000 advance, the parties have elected to characterize this transaction as a non-interest bearing loan, due and payable on demand, and convertible at the election of the Company into shares of common stock at a price of $0.25 per share. The Funding Agreement with CFG, the Addendum to the Funding Agreement and the promissory note representing the $200,000 advance, are attached hereto as Exhibit 10.7.Arrangements

~~Pursuant~~Since ~~to the terms of the Purchase Agreement described above~~inception, we have the right to purchase the USBF Trademark and the Ecofluid patent for a purchase price of two million US Dollars (US$2,000,000) until March 31, 2011. Other than this non-exclusive right to purchase, we do not ~~have~~engaged in any ~~other capital commitments at the present time. We will require substantial additional capital resources to commence business operations or to exercise our right non~~off-~~exclusive~~balance ~~right~~sheet ~~to purchase under the Purchase Agreement described above. We may raise additional capital through public or private equity offerings~~activities, ~~debt~~including financings, corporate collaborations or other means. We may attempt to raise additional capital due to favorable market conditions or other strategic considerations even if we have sufficient funds for planned operations. To the ~~extent~~use ~~that we raise additional funds by issuance~~ of ~~equity~~structured ~~securities~~finance, ~~our~~special ~~stockholders~~purpose ~~will~~entities ~~experience dilution, and debt financings, if available, may involve restrictive covenants~~ or ~~may~~variable ~~otherwise~~interest ~~constrain our financial flexibility~~entities. To the extent that we raise additional funds through collaborative arrangements, it may be necessary to relinquish some rights to our intellectual property or grant licenses on terms that are not favorable to us. In addition, payments made by potential collaborators or licensors generally will depend upon our achievement of negotiated

18Effects of Inflation

~~development~~Because ~~and~~our ~~regulatory~~assets ~~milestones. Failure~~are, to ~~achieve~~an ~~these~~extent, ~~milestones~~liquid ~~would~~in ~~harm~~nature, ~~our~~they ~~future~~are ~~capital~~not ~~position.~~significantly ~~Additional~~affected ~~financing~~by ~~may~~inflation. However, ~~not~~the berate ~~available~~of oninflation ~~acceptable~~affects ~~terms,~~such ifexpenses atas ~~all. Capital~~employee ~~may~~compensation, ~~become~~office ~~difficult~~space orleasing ~~impossible~~costs toand ~~obtain~~research ~~due~~and todevelopment ~~poor~~charges, ~~market~~which ormay ~~other~~not ~~conditions~~be ~~outside~~readily ofrecoverable ~~our~~during ~~control. If~~the atperiod ~~any~~of time ~~sufficient~~that ~~capital~~we isare ~~not~~bringing ~~available,~~the ~~either~~product ~~through~~candidates ~~existing~~to ~~capital~~market. To ~~resources~~the orextent ~~through~~inflation ~~raising~~results ~~additional~~in ~~funds,~~rising weinterest ~~may~~rates beand ~~required~~has toother ~~delay,~~adverse ~~reduce~~effects on the ~~scope of~~market, ~~eliminate~~it ormay ~~divest~~adversely ~~one~~affect orour ~~more~~consolidated offinancial ~~our~~condition ~~research~~and ~~projects~~results orof operations.

~~Segment~~ITEM ~~Information~~7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

WeNot ~~have determined that we are principally engaged in one operating segment~~Applicable. ~~Our product candidates are primarily wastewater treatments.~~

~~Recent~~ITEM ~~Accounting~~8. FINANCIAL ~~Pronouncements~~STATEMENTS AND SUPPLEMENTARY DATA

~~Management~~The ~~does~~financial ~~not~~statements ~~expect~~of the ~~future~~Company ~~adoption~~required ofby ~~any~~Article ~~recently~~8 ~~issued~~of ~~accounting~~Regulation ~~pronouncement~~S-X toare ~~have~~attached ato ~~significant~~this ~~impact on its financial position, results of operations, or cash flows~~report.

~~Off~~-~~Balance Sheet Arrangements~~18-

~~Since~~ALPHA ~~inception~~WASTEWATER, ~~we have not engaged in any off-balance sheet activities, including the use of structured finance, special purpose entities or variable interest entities~~INC.

~~Effects~~(FORMERLY ofSILICON ~~Inflation~~SOUTH, INC.)

~~Because~~AUDIT ~~our~~REPORT ~~assets~~OF ~~are,~~INDEPENDENT toREGISTERED anPUBLIC extent, liquid in nature, they are not significantly affected by inflation. However, the rate of inflation affects such expenses as employee compensation, office space leasing costs and research and development charges, which may not be readily recoverable during the period of time that we are bringing the product candidates to market. To the extent inflation results in rising interest rates and has other adverse effects on the market, it may adversely affect our consolidated financial condition and results of operations.ACCOUNTANTS

~~ITEM 7A.~~AND

~~QUANTITATIVE~~CONDOLIDATED ~~AND~~FINANCIAL ~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~STATEMENTS

~~Not~~December ~~Applicable.~~31, 2011 and 2010

~~ITEM 8.~~F-1

~~FINANCIAL~~ALPHA ~~STATEMENTS~~WASTEWATER, ~~AND SUPPLEMENTARY DATA~~INC.

~~The~~(FORMERLY ~~financial~~SILICON ~~statements~~SOUTH, ~~of the Company required by Article 8 of Regulation S-X are attached to this report~~INC.)

19Table of Contents

SILICON SOUTH, INC.

	Page

Report of Independent Registered Public Accountants	F-3 - F-4

Consolidated Balance Sheets – December 31, 2011 and 2010	F-5

Consolidated Statements of Operations for the years ended December, 2011 and 2010 and from inception on June 20, 1997 through December 31, 2011	F-6

Consolidated Statements of Stockholder’s Equity (Deficit) from inception on June 20, 1997 through December 31, 2011	F-7

Consolidated Statements of Cash Flows for the years ended December 31, 2011 and 2010 and from inception on June 20, 1997 through December 31, 2011	F-8

Notes to Consolidated Financial Statements	F-9

~~AUDIT REPORT OF INDEPENDENT ACCOUNTANTS~~F-2

~~AND~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~CONDOLIDATED~~To ~~FINANCIAL~~the ~~STATEMENTS~~Sole Director

~~December~~Alpha 31Wastewater, ~~2010 and 2009~~Inc.

20Vancouver, B.C,

~~SILICON~~We ~~SOUTH~~have audited the accompanying consolidated balance sheet of Alpha Wastewater, ~~INC~~Inc. and its subsidiaries (collectively, the “Company”) as of December 31, 2011 and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

~~Table~~We conducted our audit in accordance with the standards of ~~Contents~~the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is 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 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 audit provides a reasonable basis for our opinion.

~~Page~~In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Alpha Wastewater, Inc. and its subsidiaries as of December 31, 2011 and the consolidated results of their operations and their cash flows for the yearthen ended, in conformity with accounting principles generally accepted in the United States of America.

~~Audit~~The ~~Report~~accompanying consolidated financial statements have been prepared assuming that Alpha Wastewater, Inc. will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company suffered net losses and has a working capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of ~~Independent~~this ~~Accountants~~uncertainty.

22/s/ MaloneBailey, LLP

~~Consolidated Balance Sheets – December 31, 2010 and 2009~~www.malonebailey.com

23Houston, Texas

~~Consolidated~~April ~~Statements of Operations for the years ended December~~16, ~~2010 and 2009~~2012

~~and from inception on June 20, 1997 through December 31, 2010~~F-3

24Sadler, Gibb & Associates, LLC

~~Consolidated~~REPORT ~~Statements~~OF ofINDEPENDENT ~~Stockholder’s~~REGISTERED ~~Equity~~PUBLIC ~~from~~ACCOUNTING ~~inception on June 20, 1997~~ FIRM

~~through~~To ~~December~~the ~~31,~~Board ~~2010~~of ~~and 2009~~Directors

25Silicon South, Inc.

~~Consolidated~~(A ~~Statements~~Development ofStage ~~Cash Flows for the years ended December 31, 2010 and 2009~~Company)

We have audited the accompanying consolidated balance sheets of Silicon South, Inc. as of December 31, 2010 and ~~from~~the ~~inception~~related onconsolidated ~~June~~statements 20of operations, ~~1997~~stockholders’ ~~through~~deficit, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

26We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits 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.

~~Notes~~In our opinion, the financial statements referred to ~~Consolidated~~above ~~Financial~~present ~~Statements~~fairly, in all material respects, the consolidated financial position of Silicon South, Inc. as of December 31, 2010 and the results of their operations and their cash flows for each of the years then ended, in conformity with U.S. generally accepted accounting principles.

27The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company had accumulated net losses of $620,834 and $494,146 as of December 31, 2010 and 2009, respectively which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

21/s/ Sadler, Gibb & Associates, LLC

~~SADLER,~~Salt ~~GIBB~~Lake ~~& ASSOCIATES~~City, ~~LLC~~UT

~~REPORT~~May OF16, ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~2011

~~To the Board of Directors~~F-4

Silicon South, Inc.

ALPHA WASTEWATER, INC
(FORMERLY SILICON SOUTH, INC.)
(A Development Stage Company)
Consolidated Balance Sheets

	December 31,			December 31,
	2011			2010
ASSETS
CURRENT ASSETS
Cash	$	9,722		$	143,186
Restricted cash		-			1,000,000
Other current assets		37,037			2,549
Total current assets		46,759			1,145,735

Intangible assets, net of accumulated amortization of $40,790 and $0		1,009,210			-

TOTAL ASSETS	$	1,055,969		$	1,145,735

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	100,676		$	37,144
Due to related parties		270,651			162,843
Convertible debt, net of discounts		9,444			-
Related party promissory note, net of discounts		-			188,946
Subscriptions received		-			1,000,000
Derivative liability		69,024			-

TOTAL LIABILITIES		449,795			1,388,933

STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $.001 par value, 150,000,000 shares authorized,
55,615,667 and 47,315,500 common shares, issued and
outstanding, on December 31, 2011 and 2010, respectively		55,616			47,316
Additional paid-in capital		2,324,745			357,745
Accumulated other comprehensive income		(15,181	)		(27,425	)
Deficit accumulated during the development stage		(1,759,006	)		(620,834	)

Total Stockholders' Equity (Deficit)		606,174			(243,198	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	1,055,969		$	1,145,735

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

~~(A Development Stage Company)~~F-5

We have audited the accompanying consolidated balance sheet of Silicon South, Inc. as of December 31, 2010, and the related consolidated statement of operations, stockholders’ equity (deficit) and cash flows for the year then ended. 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 audit.

ALPHA WASTEWATER, INC
(FORMERLY SILICON SOUTH, INC.)
(A Development Stage Company)
Consolidated Statements of Operations

							Inception
	Year Ended			Year Ended			Through
	December 31,			December 31,			December 31,
	2011			2010			2011

REVENUES	$	-		$	-		$	-

OPERATING EXPENSES
Management fees		467,504			-			719,358
Consulting and professional fees		117,915			62,413			325,688
General and administrative		441,387			61,099			599,418
Amortization expense		40,790			-			40,790
Total Operating Expenses		1,067,596			123,512			1,685,254

OPERATING LOSS		(1,067,596	)		(123,512	)		(1,685,254)

OTHER INCOME (EXPENSES)
Interest expense		(20,498	)		(3,176	)		(23,674)
Loss on derivative		(26,524	)		-			(26,524)
Foreign currency translation adjustment		(23,554	)		-			(23,554)
Total Other Income (Expense)		(70,576	)		(3,176	)		(73,752)

NET LOSS	$	(1,138,172	)	$	(126,688	)	$	(1,759,006)

OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment		12,244			(3,215	)		(15,181)

TOTAL COMPREHENSIVE LOSS	$	(1,125,928	)	$	(129,903	)	$	(1,774,187)

PER SHARE DATA:
Basic and diluted net loss per share	$	(0.02	)	$	(0.00	)

Weighted average shares
outstanding - basic and diluted		49,513,379			41,042,208

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

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits 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 audit provides a reasonable basis for our opinion.F-6

In our opinion the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Silicon South, Inc. as of December 31, 2010, and the results of their operations and their cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.

ALPHA WASTEWATER, INC
(FORMERLY SILICON SOUTH, INC.)
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity (Deficit)

										Accumulated
							Additional			Other
	Common Stock						Paid-in			Comprehensive			Accumulated
	Shares			Amount			Capital			Income			Deficit			Totals

Balances at inception		-		$	-		$	-		$	-		$	-		$	-
Currency translation adjustment		-			-			-			(2,634	)		-			(2,634	)
Net loss		-			-			-			-			(29,424	)		(29,424	)

Balances - December 31, 2007		-			-			-			(2,634	)		(29,424	)		(32,058	)
Currency translation adjustment		-			-			-			36,738			-			36,738
Net loss		-			-			-			-			(228,248	)		(228,248	)

Balances - December 31, 2008		-			-			-			34,104			(257,672	)		(223,568	)
Common shares issued for debt on
October 7, 2009		75,000			75			-			-			-			75
Common shares issued for debt on
December 31, 2009		39,925,000			39,925			478,356			-			-			518,281
Currency translation adjustment		-			-			-			(58,314	)		-			(58,314	)
Net loss		-			-			-			-			(236,474	)		(236,474	)

Balances - December 31, 2009		40,000,000			40,000			478,356			(24,210	)		(494,146	)		-
Adjustment for effects of reverse
merger on November 10, 2010		7,315,500			7,316			(137,316	)		-			-			(130,000	)
Common stock options exercised
on November 10, 2010		-			-			2,475			-			-			2,475
Discount on promissory note payable								14,230									14,230
Currency translation adjustment		-			-			-			(3,215	)		-			(3,215	)
Net loss		-			-			-			-			(126,688	)		(126,688	)

Balances - December 31, 2010		47,315,500			47,316			357,745			(27,425	)		(620,834	)		(243,198	)
Common shares returned and cancelled		(1,650,000	)		(1,650	)		1,650			-			-			-
Common shares issued for services		1,964,500			1,964			559,836			-			-			561,800
Common shares issued for cash		711,667			712			212,788			-			-			213,500
Common shares issued for options
exercised in 2010		2,474,000			2,474			(2,474	)		-			-			-
Common shares issued for cash
received in 2010		4,000,000			4,000			996,000			-			-			1,000,000
Common shares issued for debt		800,000			800			199,200			-			-			200,000
Currency translation adjustment		-			-			-			12,244			-			12,244
Net loss		-			-			-			-			(1,138,172	)		(1,138,172	)

Balances - December 31, 2011		55,615,667		$	55,616		$	2,324,745		$	(15,181	)	$	(1,759,006	)	$	606,174

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

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company had accumulated losses of $620,834 and $494,146 as of December 31, 2010 and 2009, respectively which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.F-7

/s/ Sadler, Gibb & Associates, LLC

ALPHA WASTEWATER, INC
(FORMERLY SILICON SOUTH, INC.)
(A Development Stage Company)
Consolidated Statements of Cash Flows

							Inception
	Year Ended			Year Ended			Through
	December 31,			December 31,			December 31,
	2011			2010			2011

OPERATING ACTIVITIES
Net loss	$	(1,138,172	)	$	(126,688	)	$	(1,759,006	)
Adjustments to reconcile net loss to net cash
used in operating activities
Loss on derivative liability		26,524			-			26,524
Amortization of intangible asset		40,790			-			40,790
Amortization of debt discounts		20,498			3,176			23,674
Common shares issued for services		561,800			-			561,800
Changes in operating assets and liabilities:
Other current assets		(34,488	)		(2,549	)		(37,037	)
Accounts payable		63,532			7,145			86,946
Accounts payable - related parties		57,808			62,842			622,737
Net cash flows used in operating activities		(401,708	)		(56,074	)		(433,572	)

INVESTING ACTIVITIES
Cash paid for intangibles		(1,000,000	)		-			(1,000,000	)
Net cash flows used in investing activities		(1,000,000	)		-			(1,000,000	)

FINANCING ACTIVITIES
Common shares issued for cash		213,500			-			1,213,500
Proceeds from option exercise		-			2,475			2,475
Borrowings on convertible debt		42,500			-			42,500
Borrowings on related party debt		-			200,000			200,000
Restricted cash		1,000,000			(1,000,000	)		-
Subscriptions received		-			1,000,000			-
Net cash flows provided by financing activities		1,256,000			202,475			1,458,475

EFFECT OF EXCHANGE RATES ON CASH		12,244			(3,215	)		(15,181	)

NET CHANGE IN CASH		(133,464	)		143,186			9,722
CASH AT BEGINNING OF PERIOD		143,186			-			-
CASH AT END OF PERIOD	$	9,722		$	143,186		$	9,722

Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-		$	-
Cash paid for income taxes		-			-			-

Non-Cash Investing and Financing Activities
Payable to related party issued for intangible asset purchased	$	50,000		$	-		$	50,000
Debt discount due to derivative		42,500			-			42,500
Common stock issued for cash received during prior year		1,000,000			-			-
Common stock issued for related party debt		200,000			-			718,356
Common stock issued in reverse merger		-			130,000			130,000

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

~~Salt Lake City, UT~~F-8

~~May~~Notes ~~16,~~to ~~2011~~Consolidated Financial Statements

22ALPHA WASTEWATER, INC (FORMERLY SILICON SOUTH, INC.) (A Development Stage Company)

~~SILICON~~NOTE ~~SOUTH,~~1 ~~INC.~~- ORGANIZATION AND BASIS OF PRESENTATION

Alpha Wastewater, Inc. (Aformerly ~~Development~~Silicon ~~Stage~~South, ~~Company~~Inc.) was formed in the name of California Seasons Franchise Corporation in Nevada on June 20, 1997. The Company has been inactive from 2002 to 2010.

~~Consolidated~~On ~~Balance~~November ~~Sheets~~9, 2010, Silicon South completed a share exchange agreement with China Wastewater, Inc., a technology company formed in Nevada. China Wastewater owns an exclusive license to manufacture, assemble, advertise, promote, sell, and distribute a patented wastewater purification system in the People’s Republic of China.

ASSETS
				December 31,	December 31,
				2010	2009
CURRENT ASSETS
	Cash			$ 143,186	$ -
	Restricted cash			1,000,000	-
	Other current assets			2,549	-
TOTAL ASSETS				$ 1,145,735	$ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
	Accounts payable			$ 37,144	$ -
	Due to related parties			162,843	-
	Promissory notes, net of discounts			188,946	-
	Subscriptions received			1,000,000	-
TOTAL LIABILITIES				1,388,933	-
STOCKHOLDERS' EQUITY (DEFICIT)
	Capital Stock
		Authorized:
			50,000,000 common shares, $0.001 par value
		Common stock
			47,315,500 and 40,000,000 common shares, issued and
			outstanding, on December 31, 2010 and 2009 respectively	47,316	40,000
		Additional paid-in capital		357,745	478,356
		Accumulated other comprehensive income		(27,425)	(24,210)
		Accumulated deficit		(620,834)	(494,146)
	Total Stockholders' Equity Deficit			(243,198)	-
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)				$ 1,145,735	$ -

Pursuant to the share exchange agreement, China Wastewater assumed Silicon’s outstanding debt of $130,000 at November 9, 2010 and Silicon issued 40,000,000 common shares in exchange for all of outstanding shares of China Wastewater, which shares represented 84.54 percent of the combined company (the “Company”)’s outstanding common stock after the transaction.

~~The~~As ~~accompanying~~the ~~notes~~result ~~are~~of anthe ~~integral~~transaction ~~part~~China Wastewater obtained control of ~~these~~Silicon, ~~financial~~thereby ~~statements~~is the accounting acquirer in the transaction, and the transaction was recognized as the reverse acquisition of Silicon by China Wastewater.

23The Company’s name was changed from “Silicon South, Inc.” to “Alpha Wastewater, Inc.” on August 15, 2011.

~~SILICON~~NOTE ~~SOUTH,~~2 ~~INC.~~- SUMMARY OF ACCOUNTING POLICIES

(ABasis ~~Development~~of ~~Stage Company)~~Presentation

~~Consolidated~~The ~~Statements~~accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of ~~Operations~~America (“US GAAP”).

				Cumulative from
		For the	For the	Inception
		Year Ended	Year Ended	Through
		December 31,	December 31,	December 31,
		2010	2009	2010
REVENUES		$ -	$ -	$ -
OPERATING EXPENSES
	Salaries and wages	-	163,734	251,854
	Consulting and professional fees	62,413	51,210	207,773
	General and administrative	61,099	21,530	158,031
Total Operating Expenses		123,512	236,474	617,658
OPERATING LOSS		(123,512)	(236,474)	(617,658)
OTHER INCOME (EXPENSE)
	Interest expense	(3,176)	-	(3,176)
	Total Other Income (Expense)	(3,176)	-	(3,176)
NET LOSS		$ (126,688)	$ (236,474)	$ (620,834)
OTHER COMPREHENSIVE INCOME (LOSS)
	Foreign currency translation adjustment	(3,215)	(58,314)	(27,425)
TOTAL COMPREHENSIVE LOSS		$ (129,903)	$ (294,788)	$ (648,259)
PER SHARE DATA:
	Basic and diluted (loss) per
	common share	$ (0.00)	$ (1.86)
	Weighted average number of
	common shares outstanding	41,042,208	127,055

Principles of Consolidation

The accompanying ~~notes~~consolidated ~~are~~financial anstatements ~~integral~~included ~~part~~all of ~~these~~the accounts ~~financial~~of ~~statements~~the Company and its wholly-owned subsidiary. All intercompany transactions have been eliminated.

24Cash and Cash Equivalents

~~SILICON~~The ~~SOUTH,~~Company ~~INC~~considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

(AImpairment ~~Development~~of ~~Stage~~Long-Lived ~~Company)~~Assets

~~Consolidated~~Long-lived ~~Statement~~assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of ~~Stockholders’~~an ~~Equity~~asset ~~(Deficit)~~may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. During the years ended December 31, 2011 and 2010, there was no impairment of long-lived assets

				Accumulated
			Additional	Other
	Common Stock		Paid-in	Comprehensive	Accumulated
	Shares	Amount	Capital	Income	Deficit	Total
Balance at inception	-	$ -	$ -	$ -	$ -	$ -
Currency translation adjustment	-	-	-	(2,634)	-	(2,634)
Net loss for the year ended
December 31, 2007	-	-	-	-	(29,424)	(29,424)
Balance - December 31, 2007	-	-	-	(2,634)	(29,424)	(32,058)
Currency translation adjustment	-	-	-	36,738	-	36,738
Net loss for the year ended
December 31, 2008	-	-	-	-	(228,248)	(228,248)
Balance - December 31, 2008	-	-	-	34,104	(257,672)	(223,568)
Common shares issued for debt on
October 7, 2009	75,000	75	-	-	-	75
Common shares issued for debt on
December 31, 2009	39,925,000	39,925	478,356	-	-	518,281
Currency translation adjustment	-	-	-	(58,314)	-	(58,314)
Net loss for the year ended
December 31, 2009	-	-	-	-	(236,474)	(236,474)
Balance - December 31, 2009	40,000,000	40,000	478,356	(24,210)	(494,146)	-
Adjustment for effects of reverse
merger on November 10, 2010	7,315,500	7,316	(137,316)	-	-	(130,000)
Common stock options exercised
on November 10, 2010	-	-	2,475	-	-	2,475
Discount on promissory note payable			14,230			14,230
Currency translation adjustment	-	-	-	(3,215)	-	(3,215)
Net loss for the year ended
December 31, 2010	-	-	-	-	(126,688)	(126,688)
Balance - December 31, 2010	47,315,500	$ 47,316	$ 357,745	$ (27,425)	$ (620,834)	$ (243,198)

F-9

~~The~~Foreign ~~accompanying~~Currency ~~notes are an integral part of these financial statements.~~Translation

25Assets and liabilities of the Company’s operations are translated from its functional currency of the Canadian dollar into its reporting currency of the U.S. dollar at period-end exchange rates. Net exchange gains or losses resulting from such translation are excluded from net loss but are included in comprehensive income (loss) and accumulated in a separate component of stockholders' equity. Income and expenses are translated at the average exchange rate for the period. Equity transactions are translated at historical rates.

~~SILICON~~Use ~~SOUTH,~~of ~~INC.~~Estimates

(AThe ~~Development~~preparation ~~Stage~~of ~~Company)~~financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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 period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the financial statements in the period they are determined.

~~Consolidated~~Basic ~~Statement~~and ofDiluted ~~Cash~~Earnings ~~Flows~~(Loss) Per Share

					Cumulative from
			For the	For the	Inception
			Year Ended	Year Ended	Through
			December 31,	December 31,	December 31,
			2010	2009	2010
OPERATING ACTIVITIES
	Net loss		$ (126,688)	$ (236,474)	$ (620,834)
	Items not involving cash
		Amortization of discount on promissory notes	3,176	-	3,176
	Adjustments to reconcile net loss
	to cash used in operating activities:
		Restricted cash	(1,000,000)	-	(1,000,000)
		Other current assets	(2,549)	-	(2,549)
		Accounts payable	7,145	-	7,145
		Expenses paid by related parties	62,842	294,788	581,198
		Net cash flows used in Operating Activities	(1,056,074)	58,314	(1,031,864)
INVESTING ACTIVITIES			-	-	-
FINANCING ACTIVITIES
	Proceeds from option exercise		2,475	-	2,475
	Promissory note		200,000	-	200,000
	Subscriptions received		1,000,000	-	1,000,000
		Net cash flows provided by financing activities	1,202,475	-	1,202,475
EFFECT OF EXCHANE RATES ON CASH			(3,215)	(58,314)	(27,425)
NET CHANGE IN CASH			143,186	-	143,186
CASH AT BEGINNING OF PERIOD			-	-	-
CASH AT END OF PERIOD			$ 143,186	$ -	$ 143,186
	Supplemental Cash Flow Disclosures
		Cash paid for Interest	$ -	$ -	$ -
		Cash paid for Income Taxes	$ -	$ -	$ -
	Non-Cash Investing and Financing Activities
		Common stock issued for debt	$ -	$ 518,356	$ 518,356
		Common stock issued in reverse merger	$ (130,000)	$ -	$ (130,000)

Basic earnings (loss) per common share is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period of computation. Diluted earnings (loss) per share gives effect to all potential dilutive common shares outstanding during the period of compensation. The computation of diluted earnings (loss) per share does not assume conversion, exercise or contingent exercise of securities that would have an antidilutive effect on earnings. As of December 31, 2011 and 2010, the Company had no potentially dilutive securities that would affect the loss per share if they were to be dilutive.

~~The~~Income ~~accompanying notes are an integral part of these financial statements.~~Taxes

26The Company accounts for income taxes in accordance with ASC 740. Deferred tax assets and liabilities are recognized for 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 expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for certain deferred tax assets when it is more likely than not that such tax assets will be realized through future operations.

~~NOTE~~Financial ~~1 - ORGANIZATION AND BASIS OF PRESENTATION~~Instruments

~~Silicon~~As ~~South,~~of ~~Inc.~~December ~~(“Silicon”)~~31, ~~was~~2011, ~~formed in~~ the ~~name~~Company's offinancial ~~California~~instruments ~~Seasons~~consist ~~Franchise~~primarily ~~Corporation under the laws~~ of ~~the~~cash ~~State~~and ofrestricted ~~Nevada~~cash. onUnless ~~June~~otherwise 20noted, ~~1997. From~~it ~~inception~~is tomanagement's ~~April~~opinion ~~2002~~that the ~~principal~~Company ~~business~~is ~~activity~~not ofexposed ~~Silicon was developing three proprietary electronic components~~ to ~~manufacture~~significant ~~and market. After April 2002~~interest, ~~Silicon~~currency ~~had~~or nocredit ~~operations~~risks ~~and~~arising ~~focused~~from onthese ~~seeking~~financial ~~a business opportunity~~instruments.

OnDerivative ~~November~~Financial 9, 2010 Silicon completed a share exchange agreement with China Wastewater, Inc. (“China”), a technology company formed under the laws of the State of Nevada. China owns an exclusive license to manufacture, assemble, advertise, promote, sell, and distribute a patented wastewater purification system in the People’s Republic of China. Instruments

~~Pursuant~~The Company does not use derivative instruments to ~~the~~hedge ~~share~~exposures ~~exchange~~to ~~agreement~~cash flow, ~~China~~market, ~~assumed~~or ~~Silicon’s~~foreign ~~outstanding~~currency ~~debt~~risks. The Company evaluates all of ~~$130~~it financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities,~~000~~ the derivative instrument is initially recorded at ~~November~~its 9,fair ~~2010~~value and ~~Silicon~~is ~~issued~~then 40re-valued at each reporting date,~~000~~ with changes in the fair value reported as charges or credits to income. For option-based derivative financial instruments,~~000~~ ~~shares~~The ofCompany ~~restricted~~uses ~~common~~the ~~stock~~Black-Scholes inoption-pricing ~~exchange~~model ~~for~~to ~~100~~value ~~percent~~the derivative instruments at inception and subsequent valuation dates. The classification of ~~the~~derivative 40instruments,~~000,000~~ ~~outstanding~~including ~~shares~~whether ofsuch ~~China~~instruments should be recorded as liabilities or as equity, ~~which~~is ~~shares~~re-assessed ~~represented~~at ~~84.54~~the ~~percent~~end of each reporting period. Derivative instrument liabilities are classified in the ~~combined~~balance ~~company~~sheet (as current or non-current based on whether or not net-cash settlement of the ~~“Company”)’s~~derivative ~~outstanding~~instrument ~~common~~could ~~stock~~be ~~after~~required within 12 months of the ~~transaction.~~balance sheet date.

As the result of the transaction China obtained control of Silicon, thereby is the accounting acquirer in the transaction, and the transaction was recognized as the reverse acquisition of Silicon by China. F-10

~~NOTE~~Fair 2Value -of ~~SUMMARY~~Financial ~~OF ACCOUNTING POLICIES~~Instruments

~~Basis~~As defined in FASB ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of ~~Presentation~~those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The ~~accompanying~~three ~~consolidated~~levels ~~financial~~of ~~statements are prepared in accordance with generally accepted accounting principles in~~ the ~~United~~fair ~~States~~value ofhierarchy ~~America~~are ~~(“US~~as ~~GAAP”).~~ follows:

~~Principles~~Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of ~~Consolidation~~the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date.

~~The~~Level ~~accompanying~~2 ~~consolidated~~- Includes those financial ~~statements~~instruments ~~included~~that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the ~~accounts~~ marketplace throughout the full term of the ~~Company~~instrument, ~~and~~can ~~its~~be ~~wholly-owned~~derived ~~subsidiary.~~from ~~All~~observable ~~intercompany~~data or are supported by observable levels at which transactions ~~have~~are ~~been~~executed ~~eliminated~~in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.

~~Cash~~Level ~~and~~3 ~~Cash~~– ~~Equivalents~~Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

The ~~Company~~following ~~considers~~table ~~all~~sets ~~highly~~forth ~~liquid~~by ~~investments~~level ~~with~~within anthe ~~original~~fair ~~maturity~~value ofhierarchy ~~three~~the ~~months~~Company’s orfinancial ~~less~~assets ~~when~~and ~~purchased~~liabilities tothat bewere ~~cash~~accounted ~~equivalents~~for at fair value as of December 31, 2011 and 2010.

Foreign Currency Translation


Recurring Fair Value Measures	Level 1		Level 2		Level 3		Total
December 31, 2011
LIABILITIES:
Derivative liabilities	$	-	$	-	$	69,024	$	69,024

December 31, 2010
LIABILITIES:
Derivative liabilities	$	-	$	-	$	-	$	-

~~Assets and liabilities of the Company’s operations are translated from its functional currency of the Canadian dollar into its reporting currency of the U.S. dollar at period~~F-end exchange rates. Net exchange gains or losses resulting from such translation are excluded from net loss but are included in comprehensive income (loss) and accumulated in a separate component of stockholders' equity. Income and expenses are translated at the average exchange rate for the period. Equity transactions are translated at historical rates.11

27The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments measured at fair value on a recurring basis using significant unobservable inputs during the years ended December 31, 2011 and 2010:

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (Continued)

	Year Ended December 31,
	2011		2010
Fair value at the time of issuance	$	66,440	$	-
Change in fair value included in other expenses		2,584		-
Fair value at end of period	$	69,024	$	-

~~Use~~The 2011 loss on derivative of ~~Estimates~~$26,524 in the consolidated statements of operations consists of the $2,582 change in fair value of the derivative liability and the excess fair value of $23,940 over the face value of the convertible note that was expensed on the loan date.

~~The~~Comprehensive ~~preparation~~Income of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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 period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the financial statements in the period they are determined.(Loss)

~~Basic~~Total comprehensive income (loss) represents the net change in stockholders' equity during a period from sources other than transactions with stockholders and ~~Diluted~~as ~~Earnings~~such, includes net earnings (~~Loss~~loss). ~~Per~~For ~~Share~~the Company, the components of other comprehensive income (loss) are the changes in the cumulative foreign currency translation adjustments and are recorded as components of stockholders' equity.

~~Basic~~Stock-Based earnings (loss) per common share is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period of computation. Diluted earnings (loss) per share gives effect to all potential dilutive common shares outstanding during the period of compensation. The computation of diluted earnings (loss) per share does not assume conversion, exercise or contingent exercise of securities that would have an antidilutive effect on earnings. As of December 31, 2010 and 2009, the Company had no potentially dilutive securities that would affect the loss per share if they were to be dilutive.Compensation

~~Income~~The ~~Taxes~~Company accounts for stock based compensation in accordance with FASB ASC 718 which establishes the accounting treatment for transactions in which an entity exchanges its equity instruments for goods or services. Under the provisions of FASB ASC 718, share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period (generally the vesting period). The Company accounts for share-based payments to non-employees in accordance with FASB ASC 505-50.

~~The~~Operating Company accounts for income taxes in accordance with ASC 740. Deferred tax assets and liabilities are recognized for 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 expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for certain deferred tax assets when it is more likely than not that such tax assets will be realized through future operations.Lease

~~Financial~~The ~~Instruments~~Company leases office space in British Columbia, Canada under an operating lease. The lease provides for a lease payment of $2,718 per month beginning April 1, 2011 which expired on March 31, 2012 and is currently continuing on a month to month basis.

AsRecent ofAccounting December 31, 2010, the Company's financial instruments consist primarily of cash and restricted cash. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Pronouncements

28The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.

~~NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (Continued)~~Reclassifications

~~Fair~~Certain ~~Value~~comparative offigures ~~Financial~~have ~~Instruments~~been reclassified to conform to the current year’s presentation.

~~Under~~NOTE ~~the~~3 ~~Financial~~- ~~Accounting~~GOING Standards Board (FASB”) issued Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures”, the Company is permitted to elect to measure financial instruments and certain other items at fair value, with the change in fair value recorded in earnings. We elected not to measure any eligible items using the fair value option. Consistent with Fair Value Measurement Topic of the FASB ASC, we implemented guidelines relating to the disclosure of our methodology for periodic measurement of our assets and liabilities recorded at fair market value. CONCERN

~~Fair~~The ~~value~~accompanying isconsolidated ~~defined~~financial asstatements ~~the~~have ~~price~~been prepared assuming that ~~would~~the beCompany ~~received~~will tocontinue ~~sell~~as ana ~~asset~~going orconcern. ~~paid~~The toCompany ~~transfer~~has accumulated losses of $1,759,006 and has a ~~liability~~working incapital andeficit ~~orderly~~of ~~transaction~~$403,036 ~~between~~as ~~market~~of ~~participants~~December at31, ~~the~~2011. ~~measurement~~The ~~date~~Company has earned no revenues since inception. A ~~three-tier~~These ~~fair~~conditions ~~value~~raise ~~hierarchy~~substantial ~~prioritizes~~doubt about the ~~inputs~~Company’s ~~used~~ability into ~~measuring~~continue ~~fair~~as ~~value~~a going concern. The ~~hierarchy~~Company’s ~~gives~~continuation ~~the~~as ~~highest~~a ~~priority~~going toconcern ~~unadjusted~~is ~~quoted~~dependent ~~prices~~on inits ~~active~~ability ~~markets~~to ~~for~~meet ~~identical~~its ~~assets~~obligations, orto ~~liabilities~~obtain ~~(level~~additional 1financing ~~measurements)~~as ~~and~~may ~~the~~be ~~lowest~~required ~~priority~~and ultimately to ~~unobservable~~attain ~~inputs~~profitability. ~~(level~~The 3financial ~~measurements). These~~statements ~~tiers~~do not include: any adjustments that might result from the outcome of this uncertainty.

F-12

~~Level~~NOTE 1,4 ~~defined~~– asRESTRICTED ~~observable inputs such as quoted prices for identical instruments in active markets;~~CASH

-The restricted cash of $1,000,000 as of December 31, 2010 consisted of subscriptions received for the purchase of 4,000,000 common shares at $0.25 per share. These funds were used to complete the acquisition of the world rights to the patent from ECO and the 4,000,000 shares were issued during 2011.

~~Level~~NOTE 2,5 ~~defined~~– asWORLD ~~inputs~~RIGHTS ~~other~~TO than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; andPATENT

During 2011, pursuant to an asset purchase agreement, the Company purchased from ECOfluid Systems, Inc., a British Columbia Corporation, (“ECO”) the world rights to the patent that covers the Upflow Sludge Blanket Filtration process as well as several advancements to this system for $1,050,000, of which $1,000,000 was paid by December 31, 2011 with the cash of $1,000,000 that was restricted for the purchase. The other $50,000 of the purchase price is accrued as an amount due to related parties as of December 31, 2011. The expiration date of the patent is September 18, 2027, resulting in a 16 year life of the asset. The asset is amortized over its life using the straight-line method and amortization expense for 2011 was $40,790.

~~Level~~In 3conjunction with the asset purchase, ~~defined~~the asCompany ~~unobservable~~executed ~~inputs~~a intechnology transfer license agreement with ECO, pursuant to which ~~little~~the orCompany nolicensed ~~market~~back ~~data~~to ~~exists,~~ECO ~~therefore~~the ~~requiring~~exclusive anroyalty-free ~~entity~~right to ~~develop~~use ~~its~~the ~~own~~assets ~~assumptions~~within the geographic territory consisting of North America, ~~such~~Central asAmerica ~~valuations~~and ~~derived~~the ~~from~~Caribbean. Under ~~valuation~~the ~~techniques~~terms of the license agreement, ECO is obligated to pay the Company a sales fee based on hard costs of completed systems sold by ECO. The sales fee is 1.5% of the hard cost of systems completed in ~~which~~the ~~one~~first ~~more~~year ~~significant~~of ~~inputs~~the orLicense ~~significant~~Agreement, ~~value~~3.5% ~~drivers~~in ~~are~~the ~~unobservable~~second year, 5% in years 3 and 4, and 6% thereafter throughout the remaining term of the license agreement. During 2011 the Company did not generate fees under this license agreement.

~~The~~In conjunction with the asset purchase agreement, the Company’s ~~Level~~executed 1a ~~assets~~consulting ~~primarily~~services ~~include~~agreement ~~cash~~with Karel V. Galland, ~~cash~~the ~~equivalents~~principal ~~and~~of ~~restricted~~ECO, ~~cash.~~for ~~Valuations~~a ~~are~~term ~~obtained~~of ~~from~~3 ~~readily~~years ~~available~~at ~~pricing~~mutually ~~sources~~agreed upon fees for ~~market~~contracted ~~transactions~~work ~~involving~~as ~~identical~~needed ~~assets~~and orto ~~liabilities~~reimburse him for costs and expenses at the rate of actual cost plus 12%. ~~The~~In ~~carrying~~conjunction ~~amounts~~with the consulting services agreement, a private Nevada company owned by two directors of ~~accounts~~the ~~payable~~Company sold 1,000,000 ~~amounts~~common ~~due~~shares to ~~related~~Mr. ~~parties,~~Galland ~~and~~for ~~shareholder~~a ~~loans~~nominal purchase price of $1,000, ~~approximate~~or ~~their~~$0.001 ~~fair~~per ~~values~~share ~~due~~on tobehalf of the ~~immediate~~Company. orThe ~~short-term~~shares ~~maturities~~were valued at $0.30 per share for gross amount of ~~these~~$300,000, ~~financial~~of ~~instruments.~~which $299,000 was recorded as consulting expense.

~~The~~During ~~Company’s~~2011, ~~Level~~Mr. 2Galland ~~assets~~was ~~and~~appointed ~~liabilities~~as ~~primarily include~~ a ~~promissory~~director ~~note issued to unrelated parties~~ of the Company~~, which is discounted at market rate for similar instruments~~.

~~The~~NOTE ~~Company~~6 ~~has~~– noLICENSE ~~level 3 assets or liabilities.~~ AGREEMENTS

~~Comprehensive~~India ~~Income~~and ~~(Loss)~~Bangladesh

~~Total~~On ~~comprehensive~~August ~~income~~25, ~~(loss)~~2011, ~~represents~~pursuant ~~the~~to ~~net~~an ~~change~~asset inpurchase ~~stockholders'~~agreement ~~equity~~dated ~~during~~May a13, ~~period~~2011 ~~from~~between ~~sources~~the ~~other~~Company ~~than~~and ~~transactions~~ECO, ~~with~~ECO ~~stockholders~~assigned ~~and~~to asthe ~~such,~~Company ~~includes~~its ~~net~~license ~~earnings~~agreement ~~(loss).~~with ~~For~~Sanjose ~~the~~Acquadocs ~~Company,~~Pte. ~~the~~Ltd. ~~components~~ of ~~other~~Singapore ~~comprehensive~~signed ~~income~~on ~~(loss)~~February ~~are~~2, ~~the~~2010. ~~changes~~The inTerm of the ~~cumulative~~license ~~foreign~~agreement ~~currency~~is ~~translation~~from ~~adjustments~~February ~~and~~2, ~~are~~2010 ~~recorded~~until asthe ~~components~~expiration of ~~stockholders'~~the ~~equity~~patent in relation to the USBF technology.

~~Stock~~Sanjose Acquadocs has the non-~~Based~~transferable, ~~Compensation~~non-sub licensable right to manufacture and construct, distribute and sell the USBF systems within India and Bangladesh provided that in India the right is limited to private sector clients only.

In October 1995, the FASB issued SFAS No. 123, “Accounting for Stock-Based Compensation” (ASC 718). ASC 718 prescribes accounting and reporting standards for all stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. ASC 718 requires compensation expense to be recorded using the new fair value method. The ~~Company~~consideration ~~has~~granted ~~opted~~is ~~for~~as ~~the disclosure provisions of ASC 718.~~ follows:

29- A one-time technology transfer fee of CAD$8,000 (paid to ECO upon signing the license agreement in 2010);

~~NOTE 2~~ F- ~~SUMMARY OF ACCOUNTING POLICIES (Continued)~~13

~~Newly~~- ~~Adopted~~Sales ~~Accounting~~fees ~~Pronouncements~~equaling 6% of Sanjose Acquadocs’s qualifying hard costs (total costs paid by Sanjose Acquadocs, customers of the USBF technology, and all other third parties for complete delivery of the USBF package plants), payable within 45 workings days from the complete delivery;

~~Management~~- ~~does~~Minimum ~~not~~annual ~~expect~~sales ~~the~~fee ~~future adoption~~ of ~~any~~CAD$50,000 ~~recently~~from ~~issued~~the ~~accounting~~third ~~pronouncement~~year toafter ~~have~~February a2, ~~significant~~2010 ~~impact~~with onshortfall ~~its~~to ~~financial~~be ~~position,~~met ~~results~~by ofSanjose ~~operations, or cash flows.~~ Acquadocs;

~~Reclassifications~~- The Company has the right not more than twice a year to review and make copy of Sanjose Acquadocs’ books and records to ensure no deficiencies in royalty payments by Sanjose Acquadocs to the Company; and

~~Certain~~- ~~comparative~~Interest ~~figures~~will ~~have~~be ~~been~~charged ~~reclassified~~on toamounts ~~conform~~not paid timely by Sanjose Acquadocs at the rate equal to the ~~current~~Bank ~~year’s~~of ~~presentation~~Canada Prime Rate plus 3%, compounded daily.

~~NOTE~~The 3license -agreement ~~GOING~~may ~~CONCERN~~be terminated by mutual consent in writing or 30 days after one party notices the termination by writing upon the other party’s breach of the license agreement.

~~The~~As ~~accompanying~~at ~~consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has accumulated losses of $620,834 and $494,146 as of~~ December 31, ~~2010~~2011 and ~~2009 respectively. The Company has earned no revenues since inception. These conditions raise substantial doubt about~~ the ~~Company’s~~date ~~ability~~of tothis ~~continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations~~report, tono ~~obtain~~proceeds ~~additional~~have ~~financing~~been asgenerated ~~may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result~~ from the ~~outcome~~license ~~of this uncertainty~~agreement.

~~NOTE~~China 4and –Other ~~RESTRICTED CASH~~ Territories

~~Restricted~~Effective ~~cash~~September of22, $12011,~~000~~ the Company signed a license agreement with Beijing Alpha Wastewater Treatment Technology Co.,~~000~~ asLtd. at(“Beijing ~~December~~Alpha”), 31a private company registered in Beijing, ~~2010~~China ~~consists~~whereby ofBeijing ~~subscriptions~~Alpha ~~received~~has ~~for~~the ~~purchasing~~non-exclusive, 4sub-license-able right to manufacture,~~000~~ assemble,~~000~~ ~~shares~~distribute, ofsell, lease and promote the ~~Company’s~~USBF ~~common~~System ~~stock~~in atChina ~~$0.25~~and ~~per~~other ~~share~~countries granted by the Company. The ~~funds~~license ~~are~~fee ~~not~~is ~~available~~6% toof the ~~Company~~full ~~until~~price ~~the~~customers ~~issuance~~agree ofto ~~the~~pay ~~related~~to ~~shares~~Beijing ~~upon~~Alpha for the ~~Company’s~~delivery ~~acquisition~~and installation of the ~~exclusive~~USBF ~~worldwide~~System, ~~license~~the ~~excluding~~System ~~North~~housing ~~America~~and toany ~~manufacture,~~associated ~~assemble,~~operations ~~advertise,~~facilities. ~~promote~~In addition, ~~sell~~an annual fee of $150,000 ~~and~~will ~~distribute~~be paid by Beijing Alpha to the Company on a ~~patented~~quarterly ~~wastewater~~basis ~~purification~~for ~~system~~the Company to provide engineering for a period of three years. The license agreement is effective until the expiration of the Company’s patent rights to the USBF technology.

~~NOTE~~As 5of –the ~~RELATED~~date ~~PARTY~~of ~~BALANCES~~this report, no proceeds were generated from the license agreement.

ANOTE ~~private~~7 ~~Nevada~~– ~~company~~RELATED ~~wholly~~PARTY ~~owned~~BALANCES byAND ~~two directors of the Company made payments on behalf of China since the inception of its operation in 2007.~~ TRANSACTIONS

During ~~the year ended December 31~~2011, ~~2009,~~ the Company ~~issued~~incurred ~~40,000,000~~management ~~shares~~fees of ~~its common stock valued at~~ $~~518~~60,~~356~~000 to ~~extinguish~~its ~~the~~President ~~outstanding~~and ~~balance~~had ~~owed~~a tobalance ~~the~~of ~~related party~~$3,701 ~~resulting in $Nil balance~~ owed to ~~this~~him ~~related~~for ~~party~~these fees at December 31, ~~2009~~2011.

During ~~the year ended December 31~~2011, ~~2010~~ the ~~related~~Company ~~party~~incurred ~~continued~~management tofees ~~make payments on behalf~~ of ~~the Company. On July 15~~$42,000 ~~2010~~to ~~the~~its ~~Company~~CFO ~~converted~~and ~~the~~had ~~outstanding~~a balance of $8738,~~285~~643 ~~and~~owed ~~any future advances~~ to ~~the~~him ~~Company~~for ~~into~~these ~~promissory~~fees ~~note,~~at ~~which is unsecured, non-interest bearing and repayable by~~ December 31, 2011. ~~As at December 31, 2010 the balance of the promissory note was $154,199.~~

AsDuring ~~at December 31~~2011, ~~2010~~ the Company ~~had~~incurred ~~due~~consulting tofees ~~other related parties~~ of $822,~~644~~766 ~~incurred~~to byECO ~~Silicon~~and ~~prior~~had toa ~~the~~balance ~~completion~~ of ~~the~~$16,269 ~~share~~owed ~~exchange~~to ~~agreement~~ECO onfor ~~November~~these 9,fees ~~2010.~~at ~~The~~December ~~amount is unsecured~~31, ~~non-interest bearing and has no fixed term of repayment~~2011.

30On June 1, 2011 the Company signed a management agreement with the former CFO of the Company at monthly consideration of cash payment of $1,000 and the monthly issuance of the Company’s common stock as follows:

~~NOTE~~- 6Issuance –of ~~PROMISSORY~~7,000 ~~NOTE~~shares, -in ~~UNRELATED~~the ~~PARTIES~~event the Company’s stock is trading at a closing price equal to or higher than $0.30 in the stock market at the end of the month; or

On- ~~November~~In ~~10,~~the ~~2010~~event the Company’s ~~issued~~stock ais ~~promissory~~trading ~~note~~in ofthe ~~$200,000,~~stock ~~which~~market isat ~~unsecured,~~a ~~non-interest~~price ~~bearing~~below ~~and payable by June~~ $0.30, ~~2011. The promissory note was discounted~~ at ~~imputed~~the ~~interest~~end ~~rate~~ of 12the ~~percent~~month, ~~per~~the ~~annum~~number ~~(8.75~~of ~~percent~~shares ~~points~~to ~~over~~be ~~Wall~~issued ~~Street~~is ~~prime~~based ~~rate~~on ~~of 3.25 percent). From~~ the ~~inception~~formula of ~~the promissory note to December 31~~$2,000/trading ~~2010~~closing ~~imputed~~price ~~interest~~at ~~expense~~the end of ~~$3,176~~the ~~was recorded~~month.

~~NOTE 7 – STOCK SUBSCRIPTION RECEIVED~~F-14

~~During~~The ~~the~~management ~~year~~agreement ~~ended~~was ~~December~~terminated ~~31,~~effective ~~2010~~September ~~the Company received gross proceeds of $1~~30,~~200,000~~ as2011. ~~subscriptions for 4~~37,~~800,~~000 ~~of the Company’s~~ common ~~stock~~shares valued at $~~0.25~~8,000 ~~per share. The proceeds~~ were ~~restricted~~earned ~~until~~under ~~the~~this ~~issuance~~agreement ~~of the related shares upon the Company’s acquisition of the exclusive worldwide license excluding North America to manufacture, assemble, advertise, promote, sell,~~ and ~~distribute~~were aissued ~~patented~~during ~~wastewater purification system~~2011.

OnDuring ~~November 10~~2011, ~~2010~~a private Nevada Company jointly owned by the President and the CFO of the Company ~~converted~~sold 500,000 common shares to a senior administrative consultant for gross proceeds of $~~200~~500, and 150,000 common shares to the former CFO of the Company for gross proceeds ~~into~~of a$150. ~~promissory~~The ~~note~~shares were valued at $0.30 per share for gross amount of $195,000, ~~resulting~~of inwhich $194,350 was expensed. During 2011, the same related party sold 1,000,000 common shares valued at $300,000 recorded as ~~subscriptions~~consulting ~~received~~fees to Mr. Galland for ~~common~~a ~~shares~~nominal purchase price of $1,000. As of December 31, 2011 and December 31, 2010, payables owed by the Company to this related party were $153,395 and $154,200, respectively.

~~NOTE~~As 8of -December ~~STOCKHOLDERS’~~31, ~~EQUITY~~2011, the Company has a payable to a Director of $50,000 related to the acquisition of the world rights to patents (see Note 5).

~~Authorized~~At December 31, 2011 and 2010, the Company owed $8,643 to former management incurred by Silicon prior to the completion of the share exchange agreement on November 9, 2010.

50The amounts owed to related parties are unsecured,~~000,000~~ ~~Common~~non-interest ~~shares~~bearing ~~with~~and ~~par~~due ~~value~~upon demand. Related party transactions incurred during the normal course of $0the Company’s operations and are measured at the exchange amount, which is the amount agreed between the related parties.~~001~~

~~Issued~~NOTE ~~and~~8 ~~Outstanding~~– RELATED PARTY PROMISSORY NOTE

On ~~October~~November 710, ~~2009~~2010, ~~upon~~the ~~incorporation~~Company issued a promissory note of ~~China~~$200,000, ~~China~~which ~~issued~~was 75unsecured,~~000~~ ~~shares~~non-interest ofbearing ~~its~~and ~~common~~payable ~~stock~~by ~~valued~~June at30, ~~$75~~2011. The topromissory anote ~~related~~was ~~party~~discounted asat ~~repayment~~an ~~for~~imputed ~~amounts~~interest ~~owed~~rate toof ~~the~~12% ~~related~~per ~~party. On~~annum ~~December~~for 31a total discount of $14,230. During ~~2009~~2011, the Company ~~issued~~recorded ~~39,925,000~~amortization ~~shares~~ of ~~its~~this ~~common~~discount ~~stock~~of ~~valued at~~ $~~518~~11,~~281~~054 toand athe ~~related~~discount ~~party~~was fully amortized as ~~repayment~~of ~~for~~December ~~the~~31, ~~full~~2011. ~~outstanding~~The ~~balance~~note ~~owed~~holder towas appointed as a director of the ~~related~~Company ~~party~~during July, 2011.

OnThe ~~November~~proceeds 9,of ~~2010~~$200,000 ~~the~~were ~~effective~~initially ~~date~~received ofas ~~the~~subscriptions ~~share~~received ~~exchange~~for ~~agreement,~~the ~~Silicon~~purchase ~~had~~of 7800,~~315,500~~000 common shares ofat ~~its~~$0.25 ~~common~~per ~~stock~~share ~~issued~~with ~~and~~the ~~outstanding. Upon~~funds ~~completion~~restricted for the acquisition of the ~~share~~world ~~exchange~~rights ~~agreement~~to ~~Silicon~~the ~~issued~~patent 40from ECO,~~000,000~~ ~~shares~~and ofwas ~~restricted~~converted ~~common~~to ~~stock~~the inpromissory ~~exchange~~note ~~for~~when ~~all~~the ofproceeds ~~China’s~~were ~~40,000,000~~used ~~shares~~as ~~issued~~working ~~and outstanding~~capital. As atDuring the year ended December 31, ~~2010~~2011, the ~~Company had 47~~800,~~315,500~~000 common shares were issued after the acquisition of ~~its~~the ~~common~~world ~~stock~~rights ~~issued~~to ~~and~~retire ~~outstanding~~the debt.

~~Stock~~NOTE ~~Options~~9 – CONVERTIBLE NOTE

On ~~July~~October 2528, ~~2010~~2011, ~~Silicon~~the ~~granted~~Company 2borrowed $42,~~475,000~~500 ~~options~~at tointerest arate ~~consultant~~of 8% per annum, with the ~~options~~principal ~~exercisable~~and accrued interest convertible into the Company’s common stock at ~~$0.001~~56% ~~per~~of ~~share,~~the ~~expiring~~average ~~four~~of ~~business~~the three lowest trading prices of the Company’s common stock during the 10 trading days ~~following~~prior to the ~~closing~~date of the ~~share~~conversion ~~exchange~~notice ~~agreement~~by the lender. The ~~options~~principal ~~were~~amount ~~exercised~~and accrued interest mature on ~~November~~July 1531, ~~2011~~2012, after which the interest rate is 22%. The ~~related~~Company ~~shares~~received ~~were~~net ~~not~~proceeds ~~issued~~of as$40,000 atafter ~~December~~deduction 31of legal expenses of $2,500 ~~2010~~incurred ~~and~~by the ~~date~~note ofholder ~~this~~in ~~filing~~relation to the note issuance.

31The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 and determined that the instrument qualified as a derivative liability due to there being no explicit limit on the number of shares to be delivered upon settlement of the conversion options. The instrument is measured at fair value at the end of each reporting period or termination of the instrument with the change in fair value recorded to earnings. The fair value of the embedded conversion option resulted in a full discount to the note on October 28, 2011 of $42,500. The discount is being amortized over the term of the note to interest expense. During 2011, the Company recorded amortization expense of $9,444 on the convertible note. See Note 10 for additional information on the derivative liability.

~~NOTE 9 – INCOME TAXES~~F-15

~~The~~NOTE ~~Company~~10 ~~follows~~– ~~Statement~~DERIVATIVE of ASC 740 "Accounting for Income Taxes." Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carryforwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carryforward has been recognized, as it is not deemed likely to be realized.LIABILITY

~~The~~As ~~provision~~discussed in Note 9, the Company analyzed the conversion option for ~~refundable~~derivative ~~Federal~~accounting ~~income~~consideration ~~tax~~under ~~consists~~ASC 815-15 and determined that the instrument should be classified as a derivative liability due to there being no explicit limit on the number of shares to be delivered upon settlement of the ~~following:~~conversion options.

	December 31,	December 31,
	2010	2009
Refundable federal income tax attributable to:
Current operations	$ 47,000)	$ 89,000)
Less, change in valuation allowance	(47,000)	(89,000)
Net refundable amount	$ -)	$ -)

The Company used the Black-Scholes option pricing model to determine the fair value the conversion option. The fair value on the issuance date was determined to be $66,440 using the following assumptions: number of shares that can be issued upon conversion 329,969; no expected dividend yield; expected volatility of 315.86%; risk-free interest rate 0.13%; expected term 0.80 year; stock price on measurement date $0.23, and exercise price $0.13. The derivative was recorded as a discount to the note up to its face value of $42,500 and the excess fair value of $23,940 was expensed on the loan date.

~~The~~At ~~main~~December ~~differences~~31, ~~between~~2011, the ~~statutory~~fair ~~rate~~value of 34the ~~percent~~derivative ~~and~~liability was determined to be $69,024 using the ~~Company’s~~following ~~effective~~assumptions: ~~rate~~number atof ~~zero~~shares ~~percent~~that ~~are~~can ~~non-deductible~~be ~~stock~~issued upon conversion 340,909; no expected dividend yield; expected volatility 421.17%; risk-~~based~~free ~~compensation~~interest ~~and~~rate ~~the~~0.06%; ~~change~~expected interm ~~valuation~~0.60 ~~allowance~~year; stock price on measurement date $0.22, and exercise price $0.12.

The ~~cumulative~~total ~~tax~~loss ~~effect~~on atderivative ~~the~~liability ~~expected~~was ~~rate~~$26,524 ofduring ~~34 percent of significant items comprising our net deferred tax amount is as follows:~~2011.

	December 31,	December 31,
	2010	2009
Deferred tax asset attributable to:
Net operating loss carryover	$ 326,000)	$ 279,000)
Less, valuation allowance	(326,000)	(279,000)
Net deferred tax asset	$ -)	$ -)

NOTE 11 - STOCKHOLDERS’ EQUITY

AtCommon ~~December 31, 2010, the Company had an unused net operating loss carryover approximating $960,000 that is available to offset future taxable income, which expires beginning in 2017.~~Stock

~~NOTE~~During 102010, –the ~~RELATED~~Company ~~PARTY~~received ~~TRANSACTIONS~~gross proceeds of $1,200,000 as subscriptions for 4,800,000 common shares at $0.25 per share. The proceeds were restricted until the issuance of the related shares upon the Company’s acquisition of the exclusive worldwide license excluding North America to manufacture, assemble, advertise, promote, sell, and distribute a patented wastewater purification system. These 4,800,000 common shares were issued during 2011.

~~During~~On November 9, 2010, Silicon South completed a share exchange agreement with China Wastewater, Inc., a technology company formed in Nevada. Pursuant to the ~~year~~share ~~ended~~exchange ~~December~~agreement, 31China Wastewater assumed Silicon’s outstanding debt of $130,000 at November 9, 2010 and Silicon issued 40,000,000 common shares in exchange for all of outstanding shares of China Wastewater, which shares represented 84.54 percent of the ~~Company~~combined ~~paid~~company’s ~~total~~outstanding ~~consulting~~common ~~fees~~stock after the transaction. As the result of $8the transaction, China Wastewater obtained control of Silicon, thereby is the accounting acquirer in the transaction, and the transaction was recognized as the reverse acquisition of Silicon by China Wastewater. On November 9, 2010, the effective date of the share exchange agreement, Silicon had 7,315,500 ~~(2009~~shares -of ~~$Nil)~~its tocommon ~~two~~stock ~~directors~~issued and outstanding. Upon completion of the share exchange agreement Silicon issued 40,000,000 shares of restricted common stock in exchange for all of China’s 40,000,000 shares issued and outstanding. The Company’s name was changed from “Silicon South, Inc.” to “Alpha Wastewater, Inc.” on August 15, 2011.

During ~~the year ended December 31~~2011, ~~2010,~~ the Company ~~paid~~had ~~$Nil~~the ~~salaries~~following ~~(2009~~transactions -with ~~$177,000)~~its tocommon ~~two directors of the Company.~~ stock:

~~The~~- ~~above~~Issuance ~~related~~of ~~party~~2,474,000 ~~transactions~~shares ~~were~~pursuant into ~~the~~common ~~normal~~stock ~~course~~options ofthat ~~operations~~were ~~and~~exercised ~~are~~on ~~recorded~~November at15, ~~their exchange amounts.~~2010;

32- Issuance of 711,667 shares for gross cash proceeds of $213,500;

~~NOTE~~- 11Issuance ~~- COMMITMENTS~~of ~~AND~~1,964,500 ~~CONTINGENCIES~~shares for services valued at $561,800;

~~Leasing~~- ~~Arrangements~~Issuance of 4,800,000 shares for the $1,200,000 received during 2010; and

~~The~~- ~~Company~~Return ~~leases~~and ~~office~~cancellation ~~space in British Columbia under an operating lease. The lease provides for a lease payment~~ of ~~$2,718 per month beginning April~~ 1, ~~2011 expiring March 31~~650,000 ~~2012. Future minimum lease payments under the terms of the operating leases are as follows:~~shares

2011	$ 31,962
2012	8,154
Thereafter	-
Total	$ 40,116

F-16

33Stock Options

~~ITEM~~On 9July 25, 2010, the Company granted 2,475,000 common stock options to a consultant, with the options exercisable into the Company’s common stock at $0.001 per share, expiring four business days following the closing of the share exchange agreement. The options were exercised on November 10, 2010 for cash proceeds of $2,475. The related 2,474,000 shares were issued during 2011. There were no options outstanding at December 31, 2011.

~~CHANGES~~NOTE IN12 ~~AND~~– ~~DISAGREEMENTS~~INCOME ~~WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~TAXES

~~There~~The ~~have~~Company ~~been~~follows noASC ~~changes~~740 orto ~~disagreements~~account ~~with~~for ~~our~~income ~~accountants~~taxes. onDeferred ~~accounting~~income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial ~~disclosure~~purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carryforwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carryforward has been recognized, as it is not deemed likely to be realized.

~~ITEM~~Deferred 9Atax assets consisted of the following at December 31, 2011 and 2010:

CONTROLS AND PROCEDURES

	December 31,			December 31,
	2011			2010
Deferred tax asset attributable to:
Net operating loss carryover	$	507,000	)	$	326,000	)
Less, valuation allowance		(507,000	)		(326,000	)
Net deferred tax asset	$	-	)	$	-	)

~~(a) Disclosure~~At ~~Controls~~December ~~and~~31, ~~Procedures~~2011, the Company had an unused net operating loss carryover approximating $1,449,000 that is available to offset future taxable income, which expires beginning in 2017.

WeNOTE ~~maintain~~13 ~~disclosure~~– ~~controls~~SUBSEQUENT and procedures that are designed to ensure that information required to be disclosed in the reports that we file with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate, to allow for timely decisions regarding required disclosure. As required by SEC Rule 15d-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive and financial officers, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. EVENTS

~~Based~~Common onShare the foregoing, our principal executive and financial officers concluded that our disclosure controls and procedures are not effective to ensure the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed and reported properly within the time periods specified in the SEC’s rules and forms. Issuances

~~The~~During ~~management~~January, ~~and~~2012, ~~board of directors strive to remedy~~ the ~~deficiencies~~Company byissued ~~thoroughly~~50,000 ~~reviewing~~common ~~the~~shares ~~requirements~~ for ~~filings~~$10,000 and ~~the contents of filings. We have consulted accounting and legal experts on disclosure requirements for this filing. In addition~~15,000 wecommon ~~are~~shares ~~in the process of engaging financial and legal experts internally~~ to ~~ensure~~settle weaccounts ~~will~~payable ~~meet~~of ~~all future reporting and filing requirements timely~~$1,500.

~~Internal~~On ~~Control~~February ~~Over~~27, ~~Financial~~2012, ~~Reporting~~the Company issued 750,000 common shares for services under a shareholder communication consulting agreement with a term of one year commencing March 1, 2012.

~~(b)~~Convertible Note

~~Management'~~On February 21, 2012, the Company borrowed $27,500 at 8% per annum, with the principal and accrued interest convertible into the Company’s ~~Annual~~common ~~Report~~stock at 51% of the average of the three lowest trading prices of the Company’s common stock during the 30 trading days prior to the date of the conversion notice by the lender. The principal amount and accrued interest mature on ~~Internal~~November ~~Control~~23, ~~over~~2012, ~~Financial~~after ~~Reporting~~which the interest rate is 22%.

Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of its consolidated financial statements for external purposes in accordance with generally accepted accounting principles. F-17

~~The~~ITEM Company’s management, with the participation of the chief executive officer and chief financial officer, carried out an evaluation of the effectiveness of the Company's internal controls over financial reporting, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework, (as defined in the Exchange Act) Rules 13a-15(3) and 15-d-15(3) as of the end of the period covered by this report (the “Evaluation Date”)9. CHANGES ~~Based~~IN onAND ~~management’s~~DISAGREEMENTS ~~evaluation,~~WITH weACCOUNTANTS ~~concluded~~ON ~~our~~ACCOUNTING AND ~~internal~~FINANCIAL ~~control over financial reporting was not effective as of December 31, 2010 due to inadequate segregation of duties.~~ DISCLOSURE

~~The~~There ~~management~~have ~~concludes~~been ~~that~~no ~~the~~changes ~~impact~~or ofdisagreements ~~inadequate segregation of duties is immaterial due to the fact that we have a small operation~~ with ~~limited~~our ~~transactions,~~accountants ~~all~~on ~~transactions~~accounting ~~are approved by the management~~ and ~~all~~financial ~~material transactions are approved by the board of directors~~disclosure.

34ITEM 9A CONTROLS AND PROCEDURES

~~The~~(a) Disclosure ~~Company~~Controls ~~plans to take steps to enhance~~ and improve the design of its internal controls over financial reporting. During the period covered by this annual report, the Company has not been able to remediate the weaknesses identified above. To remediate such weaknesses, the Company is in the process of appointing additional qualified personnel to address inadequate segregation of duties, and adopt sufficient written policies and procedures for accounting and financial reporting. These remediation efforts are largely dependent upon securing additional financing to cover the costs of implementing the changes required. If the Company is unsuccessful in securing such funds, remediation efforts may be adversely affected. Procedures

~~Notwithstanding~~We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the ~~foregoing,~~reports ~~all~~that ~~internal~~we ~~control~~file ~~systems,~~with nothe ~~matter~~SEC ~~how~~under ~~well~~the ~~designed,~~Exchange ~~have~~Act ~~inherent~~is ~~limitations.~~recorded, ~~Therefore~~processed, ~~even~~summarized ~~those~~and ~~systems~~reported ~~determined~~within tothe betime ~~effective~~periods ~~may~~specified ~~not~~in ~~prevent~~the orSEC’s ~~detect~~rules ~~misstatements~~and forms and ~~can~~that ~~provide~~such ~~only~~information ~~reasonable~~is ~~assurance~~accumulated ~~with~~and ~~respect~~communicated to ~~financial~~our ~~statement~~management, ~~preparation~~including our principal executive and ~~presentation.~~financial ~~Also~~officers, ~~projections~~as ofappropriate, ~~any~~to ~~evaluation~~allow offor ~~effectiveness~~timely todecisions ~~future~~regarding ~~periods~~required ~~are~~disclosure. ~~subject~~As torequired ~~the~~by ~~risk~~SEC ~~that~~Rule ~~controls~~15d-15(b), ~~may~~we ~~become~~carried ~~inadequate~~out ~~because~~an evaluation, under the supervision and with the participation of ~~changes~~our inmanagement, ~~conditions~~including our principal executive and financial officers, orof ~~that~~the effectiveness of the ~~degree~~design and operation of ~~compliance~~our ~~with~~disclosure controls and procedures as of the ~~policies~~end orof ~~procedures~~the ~~may~~period ~~deteriorate~~covered by this report.

~~(c) Attestation~~Based ~~Report~~ on ~~Internal~~the ~~Control~~foregoing, our principal executive and financial officers concluded that our disclosure controls and procedures are not effective. The conclusion that our disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal control over ~~Financial~~financial ~~Reporting~~reporting as identified below. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated. Our Company intends to remediate the material weaknesses as set out below.

~~This~~Internal ~~annual~~Control ~~report does not include an attestation report of the Company's registered public accounting firm regarding internal control~~ over ~~financial~~Financial reporting. Management's report was not subject to attestation by the Company's 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.Reporting

(db) Management's Annual Report on Internal Control over Financial Reporting

~~Changes~~Management inis ~~Internal~~responsible ~~Control~~for establishing and maintaining adequate internal control over ~~Financial~~financial ~~Reporting~~reporting. The Company's internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of its consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

~~During~~The ~~the~~Company’s ~~period~~management, ~~covered~~with bythe ~~this~~participation ~~annual~~of ~~report, despite~~ the ~~change~~chief inexecutive ~~management~~officer and ~~board~~chief offinancial ~~directors~~officer, ~~there~~carried ~~were~~out noan ~~changes~~evaluation inof the effectiveness of the Company's internal ~~control~~controls ~~system~~ over financial reporting, ~~that~~using ~~have~~the ~~materially~~criteria ~~affected,~~set orforth ~~are~~by ~~reasonably~~the ~~likely~~Committee toof ~~materially~~Sponsoring ~~affect~~Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework, (as defined in the ~~Company'~~Exchange Act) Rules 13a-15(3) and 15-d-15(3) as of the end of the period covered by this report (the “Evaluation Date”). Based on management’s evaluation, we concluded our internal control over financial reporting. was not effective as of December 31, 2011 due to the following material weaknesses identified:

~~ITEM~~- ~~9B.~~inadequate segregation of duties

~~OTHER~~- ~~INFORMATION~~lack of formal accounting policies and procedures that provide for multiple levels of review

~~None.~~- limited capability to evaluate debt and equity instruments with conversion features to determine if embedded derivatives exist

~~PART III~~-19-

~~ITEM~~The 10management concludes that the impact of inadequate segregation of duties is immaterial due to the fact that we have a small operation with limited transactions, all transactions are approved by the management and all material transactions are approved by the board of directors.

~~DIRECTORS~~The Company plans to take steps to enhance and improve the design of its internal controls over financial reporting. During the period covered by this annual report, ~~EXECUTIVE~~the ~~OFFICERS~~Company has not been able to remediate the weaknesses identified above. To remediate such weaknesses, ~~AND~~the ~~CORPORATE~~Company ~~GOVERNANCE~~is in the process of appointing additional qualified personnel to address inadequate segregation of duties, and adopt sufficient written policies and procedures for accounting and financial reporting. These remediation efforts are largely dependent upon securing additional financing to cover the costs of implementing the changes required. If the Company is unsuccessful in securing such funds, remediation efforts may be adversely affected.

~~Directors~~Notwithstanding the foregoing, all internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective may not prevent or detect misstatements and ~~Executive~~can ~~Officers~~provide only reasonable assurance with respect to financial statement preparation and presentation. Also, 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~~(c) Attestation ~~following~~Report ~~table~~on ~~sets~~Internal ~~forth~~Control ~~the~~over ~~names~~Financial and ages of our current officers and directors. All directors hold office until the next annual meeting of shareholders of the Company and until their successors are elected and qualified. Officers hold office until the first meeting of directors following the annual meeting of shareholders and until their successors are elected and qualified, subject to earlier removal by the Board of Directors.Reporting

~~The~~This ~~directors~~annual ~~and~~report ~~executive~~does ~~officers~~not ~~currently~~include ~~serving~~an attestation report of the Company's ~~are:~~registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's 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.

35 (d) Changes in Internal Control over Financial Reporting

~~Name~~During the period covered by this annual report, despite the change in management and board of directors, there were no changes in the Company's internal control system over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

~~Age~~ITEM 9B. OTHER INFORMATION

~~Position Held~~None.

~~Brian~~PART ~~L. Hauff~~III

62ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

~~President,~~Directors ~~Chief~~and Executive ~~Officer, Director~~Officers

~~Shengfeng~~The ~~Justin~~following ~~Wang~~table sets forth the names and ages of our current officers and directors. All directors hold office until the next annual meeting of shareholders of the Company and until their successors are elected and qualified. Officers hold office until the first meeting of directors following the annual meeting of shareholders and until their successors are elected and qualified, subject to earlier removal by the Board of Directors.

32-20-

~~Chief~~The ~~Financial~~directors ~~Officer,~~and ~~Secretary,~~executive ~~Director~~officers currently serving the Company are:

Hon. Charles Mayer

Name	Age	Position Held

Brian L. Hauff	63	President, Chief Executive Officer, Director

Shengfeng Justin Wang	33	Chief Financial Officer, Secretary, Director

Hon. Charles Mayer	73	Director and Chairman

Weibiao Xu	42	Director

Karel Galland	67	Director

72Brian L. Hauff, President, Chief Executive Officer, Director. Mr. Hauff attended Simon Fraser University from 1968 to 1971 and graduated with a BA (Hor. 1st) ECCO, First Class Honours, Economics and Commerce and University of British Columbia from 1972 to 1975, LLB, Law Degree. Mr. Hauff practiced law from 1976 to 1982 focusing on real estate and commercial clients. Since 2005, Mr. Hauff has been a real estate investor/developer and since 2008, Mr. Hauff has been the president of Asiamera Capital, Inc.; the principal business of Asiamera Capital, Inc. is investment holding. Since 2009, Mr. Hauff has been President of China Wastewater, Inc. Mr. Hauff was selected to serve on the Company’s board of directors primarily because of his experience as an attorney and as a real estate investor and developer, and because of his knowledge in the wastewater treatment field.

Shengfeng Justin Wang, Chief Financial Officer, Chief Financial Officer, Secretary and Director. Mr. Wang attended the University of Alberta from 2000 to 2004 where he received a BA in Economics and ~~Chairman~~the University of Hertfordshire England from 2004 to 2005 where he received an MBA International. From 2001 through 2007, Mr. Wang was a private real estate investor. In 2008, Mr. Wang was a founder and Vice President of China Wastewater, Inc. and Vice President of Asiamera Capital, Inc.; the principal business of Asiamera Capital, Inc. is investment holding. Mr. Wang continues as Vice President of Asiamera Capital, Inc. He is also a director of Kunshan Mingshi Development Co., Ltd. Mr. Wang was selected to serve on the Company’s board of directors primarily because of his knowledge regarding conducting business operations in China

~~Brian L~~Hon. ~~Hauff,~~Charles ~~President~~James Mayer, ~~Chief~~Chairman ~~Executive~~of ~~Officer,~~the ~~Director~~Board of Directors. Since 2001, Mr. ~~Hauff~~Mayer ~~attended~~has ~~Simon~~served ~~Fraser~~as ~~University~~a ~~from~~private ~~1968~~investor and corporate advisor. From 1996 to ~~1971~~2007 he served ~~and~~as ~~graduated~~director ~~with~~of aCanada BABread ~~(Hor~~Co., ~~1st) ECCO~~Limited, ~~First~~a ~~Class~~public ~~Honours~~company located in Toronto, ~~Economics~~Canada; ~~and~~from 2004 ~~Commerce~~to ~~and~~2010 he ~~University~~served as a director of ~~British~~Teilhard ~~Columbia~~Technologies Inc., a computer integration company located in Calgary Alberta, Canada; and from ~~1972~~2005 to ~~1975,~~the ~~LLB~~present he has served as a director of Food CEK Systems, ~~Law~~a ~~Degree~~food safety company located in Calgary Alberta, Canada. Mr. ~~Hauff~~Mayer ~~practiced~~was an ~~law~~Ottawa, ~~from~~Ontario, ~~1976~~Canada Member of Parliament from 1979 to ~~1982~~1993, ~~focusing~~and onfrom ~~real~~1984 ~~estate~~through ~~and~~1993 ~~commercial~~he ~~clients. Since~~served ~~2005~~in various capacities in the Federal Cabinet of the Canadian government, ~~Mr.~~including ~~Hauff~~serving ~~has~~as ~~been~~Minister aof ~~real~~Agriculture, Minister ~~estate~~of ~~investor/developer~~Western Economic Diversification, Minister of State Grains & Oilseeds and ~~since~~Minister ~~2008~~of State, MrCanadian Wheat Board. He ~~Hauff~~served ~~has~~as ~~been~~Chair of the ~~president~~Manitoba ofCrop ~~Asiamera~~Insurance ~~Capital~~Corporation from 1997 to 2001, ~~Inc~~Co-Chair, Agricultural Summit for Alberta Agriculture Food and Rural Development from 2000 to 2001 and Chair, Alberta Crop Insurance Review from 2000 to 2002.; From ~~the~~2000 ~~principal~~to ~~business~~2010 he was a director of ~~Asiamera~~Care ~~Capital~~Canada, Inc., iswhich ~~investment~~assists ~~holding.~~in ~~Since~~the ~~2009~~administration of certain governmental foreign aid programs, and ~~Mr.~~from ~~Hauff~~2000 to the present he has ~~been~~served ~~President~~as a director of ~~China~~the ~~Wastewater,~~Frontier ~~Inc~~Center for Public Policy. Mr. ~~Hauff~~Mayer ~~was~~has ~~selected~~significant toexperience ~~serve~~in on the ~~Company’s~~area ~~board~~of international trade practices and policies along with extensive knowledge of ~~directors~~official ~~primarily~~political ~~because~~channels of ~~his~~regional, ~~experience~~national asand aninternational ~~attorney~~governments and asprivate abusiness. Mr. ~~real~~Mayer ~~estate~~was ~~investor~~selected ~~and~~to ~~developer,~~serve ~~and~~on ~~because~~the board of ~~his~~directors ~~knowledge~~because inof ~~the~~his ~~wastewater~~broad ~~treatment~~based ~~field~~business experience.

Shengfeng Justin Wang, Chief Financial Officer, Chief Financial Officer, Secretary and Director. Mr. Wang attended the University of Alberta from 2000 to 2004 where he received a BA in Economics and the University of Hertfordshire England from 2004 to 2005 where he received an MBA International. From 2001 through 2007, Mr. Wang was a private real estate investor. In 2008, Mr. Wang was a founder and Vice President of China Wastewater, Inc. and Vice President of Asiamera Capital, Inc.; the principal business of Asiamera Capital, Inc. is investment holding. Mr. Wang continues as Vice President of Asiamera Capital, Inc. He is also a director of Kunshan Mingshi Development Co., Ltd. Mr. Wang was selected to serve on the Company’s board of directors primarily because of his knowledge regarding conducting business operations in China -21-

~~Hon.~~Weibiao ~~Charles James Mayer~~Xu, ~~Chairman~~Director of(appointed ~~the~~on ~~Board~~July ~~of Directors. Since 2001~~15, 2011) Mr. ~~Mayer~~Xu ~~has~~earned ~~served~~his asBachelor aof ~~private~~Civil ~~investor~~Engineering ~~and~~Degree ~~corporate~~in ~~advisor. From~~1990 ~~1996~~from toNanchang ~~2007 he~~University, ~~served~~China asand ~~director~~his ofMasters ~~Canada~~Degree ~~Bread~~in ~~Co.,~~Monetary ~~Limited,~~Banking ~~a public company located~~ in ~~Toronto,~~1999 ~~Canada;~~ from ~~2004~~ toShanghai ~~2010 he~~University ~~served~~of asFinance aand ~~director~~Economics, ofChina. ~~Teilhard~~In ~~Technologies~~1990, ~~Inc~~Mr., aXu ~~computer~~started ~~integration~~his ~~company~~career ~~located~~with inthe ~~Calgary~~China ~~Alberta,~~Construction ~~Canada;~~Bank ~~and~~as an economist; from ~~2005~~1993 to ~~the~~2005, ~~present~~ he ~~has~~ served as a ~~director~~branch ~~of Food CEK Systems~~director, a ~~food~~deputy ~~safety~~director ~~company~~and ~~located~~the indirector ~~Calgary~~of ~~Alberta,~~the ~~Canada. Mr.~~China ~~Mayer~~Construction ~~was an~~Bank ~~Ottawa,~~in ~~Ontario,~~the ~~Canada~~City ~~Member~~ of ~~Parliament from 1979~~Kunshan. toSince ~~1993~~2005, ~~and~~Mr. ~~from~~Xu’s ~~1984~~substantial ~~through~~investment ~~1993~~and hemanagement ~~served~~experience inled ~~various~~him ~~capacities~~to inwork ~~the~~for ~~Federal~~private ~~Cabinet~~investment ~~of the Canadian government~~firms, ~~including~~acting ~~serving~~ as ~~Minister~~the ofCEO ~~Agriculture, Minister~~ of ~~Western~~Kunshan ~~Economic~~Jiahong ~~Diversification,~~Investment ~~Minister of State Grains & Oilseeds~~ and ~~Minister~~Guaranty ~~of State~~Co., ~~Canadian Wheat Board~~Ltd. He ~~served as Chair~~ of ~~the~~China ~~Manitoba Crop Insurance Corporation~~ from ~~1997~~2005 to ~~2001,~~2006 ~~Co-Chair, Agricultural Summit for Alberta Agriculture Food~~ and ~~Rural~~as ~~Development~~President ~~from~~of ~~2000~~Kunshan toJiahong ~~2001~~Investment ~~and~~& ~~Chair~~Guaranty Co., ~~Alberta~~Ltd. ~~Crop~~of ~~Insurance~~China ~~Review~~ from, ~~2000~~2006 to ~~2002~~2010. From ~~2000~~2010 to ~~2010~~the ~~he was a director of Care Canada~~present, ~~Inc~~Mr., ~~which~~Xu ~~assists~~has inbeen the ~~administration~~Director of ~~certain~~Weibiao ~~governmental~~Xu ~~foreign~~and ~~aid programs~~Associates, ~~and~~ ~~from 2000 to the present he has served as~~ a ~~director~~People’s Republic of ~~the~~China ~~Frontier~~Funding ~~Center~~Group ~~for Public Policy~~(“CFG”). Mr. ~~Mayer~~Xu ~~has~~was ~~significant~~appointed ~~experience~~as ina ~~the~~director ~~area~~because of ~~international~~his ~~trade practices and policies along with extensive~~ knowledge ofas ~~official~~an ~~political channels of regional~~economist, ~~national~~ and ~~international~~his ~~governments~~knowledge and ~~private~~understanding ~~business. Mr.~~of ~~Mayer~~the ~~was~~investment ~~selected~~market toespecially ~~serve~~his onexperiences in the ~~board~~Chinese offinance ~~directors~~and ~~because~~investment ~~of his broad based business experience~~community.

~~Family~~Karel ~~Relationships~~V. Galland, Director (appointed on June 14, 2011). Mr. Galland has substantial engineering and management experiences in areas such as plant design, project management, plant construction, plant start-ups and operation, and business development. Mr Galland was the founder, and since 1995, he has been the President and the principal owner of ECOfluid Systems, Inc., a British Columbia corporation which is in the business of designing, building and operating wastewater treatment plants using proprietary treatment technology. Mr. Galland was appointed as a director because of his knowledge and expertise in the wastewater treatment field and in particular because of his knowledge and experience with respect to the USBF Patent purchased by the Company.

~~There~~Family ~~are no family relationships between any of the current directors or officers of the Company.~~Relationships

36There are no family relationships between any of the current directors or officers of the Company.

Involvement in Certain Legal Proceedings

None of our officers, directors, promoters or control persons has been involved in the past ~~five~~ten (510) years in any of the following:

(1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two yeas before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing;

~~Any~~(2) ~~bankruptcy~~was ~~petition~~convicted ~~filed~~in ~~by or against any business of which such person was~~ a ~~general~~criminal ~~partner~~proceeding or ~~executive~~named ~~officer~~subject ~~either at the time~~ of ~~the~~a ~~bankruptcy~~pending orcriminal ~~within~~proceeding ~~two~~(excluding ~~years~~traffic ~~prior~~violations toand ~~that~~other ~~time~~minor offenses);

(23) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws;

~~Any~~(4) ~~conviction~~was inthe asubject ~~criminal~~of ~~proceedings~~any order, judgment or ~~being~~decree, ~~subject~~not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to aengage ~~pending~~in ~~criminal~~any ~~proceeding~~activity ~~(excluding~~described ~~traffic~~above ~~violations~~under ~~and~~this ~~other~~Item, ~~minor~~or ~~offenses)~~to be associated with persons engaged in any such activity;

~~(3)~~-22-

~~Being~~(5) ~~subject~~was tofound ~~any~~by ~~order,~~a ~~judgment~~court orof ~~decree,~~competent ~~not~~jurisdiction ~~subsequently~~in ~~reversed,~~a ~~suspended~~civil oraction ~~vacated,~~ or ~~any~~by ~~court~~the ofSecurities ~~competent~~and ~~jurisdiction,~~Exchange ~~permanently~~Commission orto ~~temporarily~~have ~~enjoining,~~violated ~~barring,~~any ~~suspending~~federal or ~~otherwise~~state ~~limiting~~securities ~~his~~law ~~involvement~~and inthe ~~any~~judgment ~~type~~in ofsubsequently ~~business~~reversed, ~~securities~~suspended or ~~banking activities~~vacate; or

(46) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

~~Being~~(7) ~~found~~was bythe subject of, or a ~~court~~party ofto, ~~competent~~any ~~jurisdiction~~Federal ~~(in~~or aState ~~civil~~judicial ~~action)~~or administrative order, ~~the~~judgment, ~~SEC~~decree, or ~~the~~finding, ~~U.S.~~not ~~Commodity~~subsequently ~~Futures~~reversed, ~~Trading~~suspended ~~Commission~~or vacated, relating to ~~have~~an ~~violated~~alleged aviolation ~~federal~~of: (i) any Federal or ~~state~~State securities ~~laws~~ or commodities law, ~~and~~or ~~the~~regulation; ~~judgment~~or ~~has~~(ii) any law or regulation respecting financial institutions or insurance companies including, but not ~~been~~limited ~~reversed~~to, ~~suspended~~a temporary or permanent injunction, order of disgorgement or ~~vacated.~~restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; and

~~Directorships~~(8) was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~None.~~Compliance with Section 16(a) of the Exchange Act

~~Compliance~~Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities, to file reports of ownership of Form 3 and changes in ownership on Form 4 or Form 5 with the Securities and Exchange Commission. Such officers, directors and 10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of the ~~Exchange~~copies ~~Act~~of such forms received by it, the Company believes that, during the fiscal year ended December 31, 2011, all Section 16(a) filing requirements applicable to its officers, directors and 10% stockholders were satisfied.

~~Section~~Committees ~~16(a)~~ of ~~the~~Board ~~Securities Exchange Act~~ of 1934, as amended, requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities, to file reports of ownership of Form 3 and changes in ownership on Form 4 or Form 5 with the Securities and Exchange Commission. Such officers, directors and 10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms received by it, the Company believes that, during the fiscal year ended December 31, 2010, all Section 16(a) filing requirements applicable to its officers, directors and 10% stockholders were satisfied. Directors

~~Committees~~We currently do not have standing audit, nominating or compensation committees. Our board of ~~Board~~directors handles the functions that would otherwise be handled by each of ~~Directors~~the committees. Additionally, because we do not have an audit committee, we do not have an “audit committee financial expert”.

WeCode ~~currently do not have standing audit, nominating or compensation committees. Our board~~ of directors handles the functions that would otherwise be handled by each of the committees. Additionally, because we do not have an audit committee, we do not have an “audit committee financial expert”.Ethics

~~Code~~The Company has not yet adopted a code of ~~Ethics~~ethics. The Company intends to adopt a code of ethics in the near future.

~~The Company has not yet adopted a code of ethics. The Company intends to adopt a code of ethics in the near future.~~ -23-

37ITEM 11. EXECUTIVE COMPENSATION

~~ITEM~~Summary ~~11.~~Compensation Table for Fiscal Years 2011 and 2010

~~EXECUTIVE~~The ~~COMPENSATION~~following table provides certain information for the fiscal years ended December 31, 2009 and 2010 concerning compensation earned for services rendered in all capacities by our named executive officers during the fiscal years ended December 31, 2011 and 2010.

Summary Compensation Table for Fiscal Years 2009 and 2010

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Brian L. Hauff, President, CEO, Director	2011 2010	60,000 5,000	-- --	-- --	-- --	-- --	-- --	-- --	60,000 5,000

Shengfeng Justin Wang(2), CFO, Director	2011 2010	42,000 3,500	-- --	-- --	-- --	-- --	-- --	-- --	42,000 3,500

~~The~~Employment following table provides certain information for the fiscal years ended December 31, 2009 and 2010 concerning compensation earned for services rendered in all capacities by our named executive officers during the fiscal years ended December 31, 2009 and 2010. Agreements

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Brian L. Hauff, President, CEO, Director	2010 2009	5,000 120,000	-- --	-- --	-- --	-- --	-- --	-- --	5,000 120,000
Shengfeng Justin Wang(2), CFO, Director	2010 2009	3,500 57,000	-- --	-- --	-- --	-- --	-- --	-- --	3,500 57,000
Zagros Shahvaran (1) Former Sole Officer and Director	2010 2009 2008 2007	-- -- -- --	-- -- -- --	-- -- -- --	-- -- -- --	-- -- -- --	-- -- -- --	-- -- -- --	-- -- -- --

None.

~~(1) Zagros Shahvaran resigned as an officer and director effective as of November 9, 2010.~~-24-

~~Employment~~Outstanding ~~Agreements~~Equity Awards at 2011 Fiscal Year End

~~None~~The following table provides certain information concerning the outstanding equity awards for each named executive officer as of December 31, 2011.

38Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options/ Warrants (#) Exercisable Number of Securities Underlying Unexercised Options/ Warrants (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option/ Warrant Exercise Price ($) Option/ Warrant Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Brian L. Hauff - - - - - - - - - Shengfeng Justin Wang - - - - - - - - -

~~Outstanding~~Discussion ~~Equity~~of ~~Awards~~Director ~~at 2010 Fiscal Year End~~Compensation

The ~~following~~Company ~~table~~did ~~provides~~not ~~certain~~pay ~~information~~any ~~concerning~~director compensation during the ~~outstanding~~fiscal ~~equity~~year ~~awards~~ended ~~for~~December ~~each~~31, ~~named~~2011 ~~executive~~in ~~officer~~their capacity as directors of ~~December~~the ~~31,~~Company. The ~~2010~~Company may begin to compensate its directors at some time in the future.

~~Option~~Compensation ~~Awards~~Committee ~~Stock~~Interlocks ~~Awards~~and ~~Name~~Insider Number of Securities Underlying Unexercised Options/ Warrants (#) Exercisable Number of Securities Underlying Unexercised Options/ Warrants (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option/ Warrant Exercise Price ($) Option/ Warrant Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Brian L. Hauff - - - - - - - - - Shengfeng Justin Wang - - - - - - - - - Zagros Shahvaran - - - - - - - - -Participation

~~Discussion~~The Company does not have a separate compensation committee. During the fiscal year ended December 31, 2011, the entire board of ~~Director~~directors ~~Compensation~~participated in the deliberations of the board concerning executive compensation, including Brian L. Hauff, who is the Company’s President and Chief Executive Officer.

~~Neither~~ITEM ~~the Company nor China Wastewater paid any director compensation during the fiscal year ended December 31, 2010~~12. ~~The~~ SECURITY ~~Company~~OWNERSHIP ~~may~~OF ~~begin~~CERTAIN toBENEFICIAL ~~compensate~~OWNERS ~~its~~AND MANAGEMENT ~~directors~~AND atRELATED ~~some~~STOCKHOLDERS ~~time in the future.~~ MATTERS

~~Compensation~~The ~~Committee~~following ~~Interlocks~~table sets forth certain information, as of December 31, 2011, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five percent, (ii) each of the Company’s executive officers and ~~Insider~~directors, ~~Participation~~and (iii) the Company’s directors and executive officers as a group. The information relating to the ownership interests of such shareholders is provided after giving effect to the Reorganization.

The Company does not have a separate compensation committee. During the fiscal year ended December 31, 2010, the entire board of directors participated in the deliberations of the board concerning executive compensation, including Brian L. Hauff, who is the Company’s President and Chief Executive Officer.-25-

ITEM 12.

Class	Beneficial Owner	Beneficial Ownership		Percentage

Common	Brian Hauff (1)(2)		5,000,000		8.98	%
	797 Eyremount Dr.
	West Vancouver, BC
Common	Karel Galland (1)		2,000,000		3.59	%
	Suite 209, 5589 Byrne Rd
	Vancouver, BC
Common	Weibiao Xu (1)		2,000,000		3.59	%
	68 - 101 BaoDaoLiYuan Kunshan
	Jiangsu Province, China
Common	Shengfeng Justin Wang (1)(2)		2,000,000		3.59	%
	1592 Chippendale Court
	West Vancouver, BC
Common	Jieyuan Wang (3)		2,000,000		3.59	%
	1592 Chippendale Court
	West Vancouver, BC
Common	Charles J. Mayer (1)		200,000		0.36	%
	106 Desjardins Road
	St. Francois Xavier, Manitoba
Common	Biwen Daisy Ye (4)		6,000,000		10.78	%
	9160 Diamond Rd.
	Richmond, BC
Common	5240 Investments Ltd.(5)		7,000,000		12.57	%
	Suite 2900-550 Burrard St.
	Vancouver, BC
Common	Asiamera Capital, Inc. (2)		2,600,000		4.67	%
	9160 Diamond Rd.
	Richmond, BC
			28,800,000		51.73	%

All officers and directors as a group (5 people)			21,800,000		39.15	%

~~SECURITY~~(1) Officer ~~OWNERSHIP~~and/or ~~OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS~~director

~~The following table sets forth certain information, as of December 31, 2010, with respect to the beneficial ownership of the outstanding common stock by~~ (i2) Mr. ~~any~~Brian ~~holder~~Hauff ~~of more than five percent, (ii) each of the Company’s executive officers~~ and ~~directors, and (iii) the Company’s directors and executive officers as a group~~Mr. ~~The~~ ~~information~~Shengfeng ~~relating~~Justing toWang ~~the~~each ~~ownership~~owns ~~interests~~50% of ~~such~~Asiamera ~~shareholders~~Capital, ~~is provided after giving effect to the Reorganization~~Inc.

39(3) Jieyuan Wang is the spouse of Shengfeng Justin Wang, of whose holdings Mr. Wang may be deemed to be the beneficial owner.

~~Class~~(4) Biwen Daisy Ye is the spouse of Brian Hauff, of whose holdings Mr. Hauff may be deemed to be the beneficial owner.

~~Beneficial~~(5) Robert ~~Owner~~Millar, LLB, owns and controls 100% of 5240 Investments Ltd.

~~Beneficial Ownership~~-26-

~~Percentage~~ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

~~Common~~On November 10, 2010, the Company issued a promissory note of $200,000 to a private company controlled by Mr. Weibiao Xu, which was unsecured, non-interest bearing and payable by June 30, 2011. The promissory note was discounted at an imputed interest rate of 12% per annum for a total discount of $14,230. During the year ended December 31, 2011, the Company recorded amortization of this discount of $11,054 and the discount was fully amortized as of December 31, 2011.

~~Brian~~The ~~Hauff~~proceeds ~~(1)(2)~~of $200,000 were initially received as subscriptions received for the purchase of 800,000 common shares at $0.25 per share with the funds restricted for the acquisition of the world rights to the patent from ECO, and was converted to the promissory note when the proceeds were used as working capital. During the year ended December 31, 2011, the 800,000 common shares were issued after the acquisition of the world rights to retire the debt.

7During the year ended December 31,~~125~~ 2011, the Company incurred management fees of $60,000 to the President of the Company and had a balance of $3,701 owed to Mr. Hauff for these fees at December 31, 2011.

15During the year ended December 31, 2011, the Company incurred management fees of $42,000 to the CFO of the Company and had a balance of $38,643 owed to Mr.~~05%~~ Wang for these fees at December 31, 2011.

~~797~~During ~~Eyremount~~the Dryear ended December 31, 2011, the Company incurred consulting fees of $22,766 to ECO and had a balance of $16,269 owed to ECO for these fees at December 31, 2011.

~~West~~During ~~Vancouver~~the year ended December 31, BC2011, Asiamera Capital Inc. (“Asiamera”), a private Nevada Company jointly owned by Mr. Hauff and Mr. Wang sold 500,000 common shares for nominal gross proceeds of $500 as compensation for consulting services engaged for the Company. The shares were valued at $0.30 per share for gross amount of $195,000, of which $194,350 was expensed. During the year ended December 31, 2011, Asiamera sold 1,000,000 common shares valued at $300,000 recorded as consulting fees to Mr. Galland for a nominal purchase price of $1,000. As of December 31, 2011 and December 31, 2010, payables owed by the Company to Asiamera were $153,395 and $154,200, respectively.

~~Common~~As of December 31, 2011, the Company has a payable to Mr. Galland of $50,000 related to the acquisition of the world rights to patents.

~~Shengfeng~~At ~~Justin~~December ~~Wang~~31, ~~(1)(3)~~2011 and 2010 the Company had payables owed to former management of $8,643 incurred by Silicon prior to the completion of the share exchange agreement on November 9, 2010.

6Related party transactions incurred during the normal course of the Company’s operations and are measured at the exchange amount,~~125,000~~ which is the amount agreed between the related parties.

12The amounts owed to related parties are unsecured, non-interest bearing and due upon demand.~~94%~~

~~1592~~Director ~~Chippendale Court~~Independence

~~West~~The ~~Vancouver~~NASDAQ Stock Market has instituted director independence guidelines that have been adopted by the Securities & Exchange Commission. These guidelines provide that a director is deemed “independent” only if the board of directors affirmatively determines that the director has no relationship with the company which, BCin the board’s opinion, would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities. Significant stock ownership will not, by itself, preclude a board finding of independence.

~~Common~~-27-

~~Jieyuan~~For ~~Wang~~NASDAQ ~~(3)~~Stock Market listed companies, the director independence rules list six types of disqualifying relationships that preclude an independence filing. The Company’s board of directors may not find independent a director who:

~~2,000,000~~1. is an employee of the company or any parent or subsidiary of the company;

42.~~23%~~ accepts, or who has a family member who accepts, more than $60,000 per year in payments from the company or any parent or subsidiary of the company other than (a) payments from board or committee services; (b) payments arising solely from investments in the company’s securities; (c) compensation paid to a family member who is a non-executive employee of the company’ (d) benefits under a tax qualified retirement plan or non-discretionary compensation; or (e) loans to directors and executive officers permitted under Section 13(k) of the Exchange Act;

~~1592~~3. ~~Chippendale~~is ~~Court~~a family member of an individual who is employed as an executive officer by the company or any parent or subsidiary of the company;

~~West~~4. ~~Vancouver~~is, BCor has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than (a) payments arising solely from investments in the company’s securities or (b) payments under non-discretionary charitable contribution matching programs;

~~Common~~5. is employed, or who has a family member who is employed, as an executive officer of another company whose compensation committee includes any executive officer of the listed company; or

~~Charles J~~6. ~~Mayer~~is, ~~(1)~~or has a family member who is, a current partner of the company’s outside auditor, or was a partner or employee of the company’s outside auditor who worked on the company’s audit.

~~150~~Based upon the foregoing criteria,~~000~~ our Board of Directors has determined that Brian Hauff is not an independent director under these rules because he also serves as the Company’s CEO, and that Shengfeng Justin Wang is not an independent director under these rules because he also serves as the Company’s CFO.

0ITEM 14.~~32%~~ PRINCIPAL ACCOUNTING FEES AND SERVICES

~~106~~Audit ~~Desjardins Road~~Fees

~~St.~~The ~~Francois~~aggregate ~~Xavier~~fees by MaloneBailey, ~~Manitoba~~LLP for the audit of the Company's annual financial statements is expected at $8,000 for the fiscal year ended December 31, 2011.

~~Common~~The aggregate fees by Sadler, Gibb & Associates, LLC for the audit of the Company's annual financial statements was $4,000 for the fiscal year ended December 31, 2010.

~~Biwen~~Audit ~~Daisy~~Related YeFees

6No audited related fees for the years ended December 31,~~000,000~~ 2011 and 2010.

~~12.68%~~Tax Fees

~~9160~~No ~~Diamond~~tax Rdfees for the years ended December 31, 2011 and 2010.

~~Richmond,~~All BCOther Fees

~~Common~~The Company did not have any products and services other than the foregoing during the fiscal years ended 2011 and 2010.

~~5240 Investments Ltd.(4)~~-28-

~~7,000,000~~PART IV

14ITEM 15.~~79%~~ EXHIBITS, FINANCIAL STATEMENT SCHEDULES

~~Suite~~(a) Audited ~~2900-550~~Financial ~~Burrard~~Statements Stfor the fiscal year ended December 31, 2011.

~~Vancouver, BC~~(b) Exhibits.

~~Common~~(a) Exhibits

~~Asiamera~~Copies ~~Capital,~~of ~~Inc~~the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.

43.1 Articles of Incorporation incorporated by reference to the filing on Form 10-SB dated July 5,~~250,000~~ 2005.

83.~~98%~~2 Bylaws incorporated by reference to the filing on Form 10-SB dated July 5, 2005

~~9160~~3.3 ~~Diamond~~Certificate Rdof Amendment to Articles of Incorporation and Certificate of Name Change for Extraprovincial Company, incorporated by reference to the Current Report on Form 8-K filed September 9, 2011.

~~Richmond~~10.1 Thurman Investments Corporation Option, BCincorporated by reference from exhibit to Current Report on Form 8K filed on November 9, 2010, incorporated by reference to the Current Report on Form 8-K/A filed on February 1, 2011.

~~Common~~10.2 License Agreement dated December 23, 2010 between China Wastewater, Inc. and Ecofluid Systems, Inc, incorporated by reference to the Current Report on Form 8-K/A filed on February 1, 2011.

~~Zagros~~10.3 ~~Shahvaran~~Non-Exclusive Right of Purchase dated December 23, 2010 between China Wastewater, Inc. and Ecofluid Systems, Inc, incorporated by reference to the Current Report on Form 8-K/A filed on February 1, 2011.

510.4 Strategic Alliance Agreement dated September 1,~~600~~ 2010,~~000~~ between China Wastewater, Inc. and Renmin University of China School of Environment and Natural Resources, incorporated by reference to the Current Report on Form 8-K/A filed on February 1, 2011.

10.5 Strategic Alliance Agreement dated November 11, 2010, between China Wastewater, Inc.~~83%~~ and Shandong Provincial Urban Construction Design Institute, incorporated by reference to the Current Report on Form 8-K/A filed on February 1, 2011.

~~4302~~10.6 ~~Hollow~~Promissory ~~Road~~Note dated July 15, 2010, between Alpha Wastewater, Inc., and Asiamera Capital, Inc, incorporated by reference to the Current Report on Form 8-K/A filed on February 1, 2011.

~~Logan~~10.7 Funding Agreement dated July 9, ~~UT 84321~~2010 between Alpha Wastewater, Inc., and Weibiao Xu and Associates (CFG”), together with Addendum dated October 18, 2010, and Promissory Note dated November 10, 2010, incorporated by reference to the Current Report on Form 8-K/A filed on February 1, 2011.

~~All~~10.3 ~~Officers~~Asset Purchase Agreement dated May 13, 2011, by and ~~Directors~~between Silicon South, Inc., Ecofluid Systems, Inc, and Karel V. Galland, incorporated by reference to the Current Report on Form 8-K/A filed on June 21, 2011.

As10.10 aTechnology ~~Group~~Transfer (3License ~~People)~~Agreement, dated May 13, 2011, by and between Silicon South, Inc., and ECOfluid Systems, Inc., incorporated by reference to the Current Report on Form 8-K/A filed on June 21, 2011.

1310.11 Addendum to Technology Transfer License Agreement,~~400~~ dated June 14,~~000~~ 2011, by and between Silicon South, Inc., and ECOfluid Systems, Inc., incorporated by reference to the Current Report on Form 8-K/A filed on June 21, 2011.

~~28.32%~~-29-

~~(1) Officer~~10.12 Consulting Services Agreement dated May 13, 2011, by and between Silicon South, Inc., and Karel V. Galland., incorporated by reference to the Current Report on Form 8-K/orA ~~director~~filed on June 21, 2011.

~~(2) Includes~~10.13 ~~5,000,000~~Share ~~shares~~Transfer ~~owned~~Agreement ~~directly~~dated byMay ~~Mr.~~13, ~~Hauff and 2~~2011,~~125,00~~ ~~shares~~by ~~registered~~and inbetween ~~the name of~~ Asiamera Capital, Inc., ofa ~~which~~Nevada Mrcorporation, and/or Brian L. Hauff, ~~may~~as beSellers, ~~deemed~~and toKarel beV. ~~the~~Galland, ~~beneficial~~as ~~owner~~Buyer, asincorporated aby ~~result~~reference ofto ~~his~~the ~~ownership~~Current ofReport aon ~~50%~~Form ~~interest~~8-K/A infiled ~~Asiamera~~on June 21, 2011.

~~(3) Includes 2,000,000 shares owned directly by Mr~~16.1 ~~Wang,~~Letter ~~2,125,000~~regarding ~~shares~~change ~~registered~~ in ~~the~~certifying ~~name~~accountant offrom ~~Asiamera Capital, Inc~~R.~~, of which Mr~~R. ~~Wang~~Hawkins ~~may~~& beAssociates ~~deemed~~International, toa bePSC ~~the~~(incorporated ~~beneficial~~by ~~owner~~reference asfrom aForm ~~result~~8-K offiled ~~ownership~~on ofNovember ~~50% interest in Asiamera~~9, ~~and 2~~2010,~~000,000~~ ~~shares~~incorporated ~~owned~~ by ~~Jieyuan~~reference ~~Wang,~~to the ~~spouse~~Current ofReport ~~Shengfeng~~on ~~Justin~~Form ~~Wang,~~8-K/A offiled ~~which~~on ~~Mr.~~February ~~Wang~~1, ~~may be deemed to be the beneficial owner~~2011.

31.1 Certifications pursuant to Rule 13a-14(4a) ~~Robert~~ ~~Millar~~or 15d-14(a) under the Securities Exchange Act of 1934, ~~LLB~~as amended, ~~owns~~as ~~and~~adopted ~~controls~~pursuant ~~100%~~to Section 302 of ~~5240~~the ~~Investments~~Sarbanes-Oxley ~~Ltd~~Act of 2002.*

4031.2 Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

~~ITEM~~32.1 13Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

~~CERTAIN~~32.2 ~~RELATIONSHIPS~~Certifications ~~AND~~pursuant ~~RELATED~~to ~~TRANSACTIONS~~18 U.S.C. Section 1350, ~~AND~~as ~~DIRECTOR~~adopted ~~INDEPENDENCE~~pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

~~China Wastewater~~*filed issued 40,000,000 shares of its stock to Asiamera for debt extinguishment in the amount of $518,356. Brian Hauff and Shengfeng Justin Wang are equal owners of Asiamera. Asiamera allocated 26,750,000 of the China Wastewater shares to approximately 10 people as consideration for consulting fee, services and/or debt extinguishment.herewith

A related party, Asiamera Capital, Inc., has been paying all the expenses of the Company since 2007. As of December 31, 2008, the Company had recorded $223,568 as due to a related party. During 2009, Asiamera advanced an additional $294,788 on the Company’s behalf, and during 2009, the Company issued Asiamera common stock in the amount of $518,356 for the extinguishment of the total liability owed to Asiamera at that time. As the Company had no readily determinable value at the time of issuance, the shares were valued at par ($0.001), and the remaining value of the debt was recorded to additional paid-in capital. Subsequent to December 31, 2009, Asiamera continue to advance funds for payment of liabilities on the Company’s behalf. As of September 30, 2010 and December 31, 2009, the Company was obligated to Asiamera in the amount of $93,970 and $Nil, respectively. The outstanding amounts owed to Asiamera are interest free. The outstanding unpaid advances by Asiamera as of July 15, 2010, are evidenced by a promissory note, a copy of which is attached to this report on Form 8-K/A as Exhibit 10.6. SIGNATURES

~~Aside~~Pursuant ~~from~~to the ~~foregoing,~~requirements ~~there~~Section ~~were~~13 ~~no material transactions,~~ or ~~series~~15(d) of ~~similar transactions, during our Company’s last fiscal year, or any currently proposed transactions, or series of similar transactions, to which our Company was or is to be a party, in which~~ the ~~amount~~Securities ~~involved~~Exchange ~~exceeded~~Act ~~the lesser~~ of ~~$120~~1934,~~000~~ ~~or one percent of~~ the ~~average~~registrant ofcaused ~~the~~this ~~small~~report ~~business issuer’s total assets at year-end for the last three completed fiscal years and in which any director, executive officer or any security holder who is known~~ to usbe tosigned ~~own~~on ofits ~~record~~behalf orby ~~beneficially more than five percent of any class of our common stock, or any member of~~ the ~~immediate family of any of the foregoing persons~~undersigned, ~~had~~thereunto anduly ~~interest~~authorized.

~~Director~~SILICON ~~Independence~~SOUTH, INC.

~~The~~By: /S/ ~~NASDAQ~~Brian ~~Stock Market has instituted director independence guidelines that have been adopted by the Securities & Exchange Commission~~L. ~~These~~ guidelines provide that a director is deemed “independent” only if the board of directors affirmatively determines that the director has no relationship with the company which, in the board’s opinion, would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities. Significant stock ownership will not, by itself, preclude a board finding of independence.Hauff

~~For~~Brian ~~NASDAQ~~L. ~~Stock Market listed companies~~Hauff, ~~the~~Chief ~~director~~Executive ~~independence rules list six types of disqualifying relationships that preclude an independence filing. The Company’s board of directors may not find independent a director who:~~Officer

1.Date: April 16, 2012

isPursuant anto ~~employee~~the requirements of the ~~company~~Securities orExchange ~~any~~Act ~~parent~~of or1934, ~~subsidiary~~this report has been signed below by the following persons on behalf of the ~~company;~~registrant and in the capacities and on the dates indicated:

2By: /S/ Brian L. Hauff

~~accepts,~~Brian orL. ~~who has a family member who accepts~~Hauff, ~~more~~Chief ~~than~~Executive ~~$60~~Officer,~~000~~ per year in payments from the company or any parent or subsidiary of the company other than (a) payments from board or committee services; (b) payments arising solely from investments in the company’s securities; (c) compensation paid to a family member who is a non-executive employee of the company’ (d) benefits under a tax qualified retirement plan or non-discretionary compensation; or (e) loans to directors and executive officers permitted under Section 13(k) of the Exchange Act;Director

41Date: April 16, 2012

3.By: /S/ Shengfeng Justin Wang

isShengfeng aJustin ~~family~~Wang, ~~member~~Chief ofFinancial anOfficer, ~~individual who is employed as an executive officer by the company or any parent or subsidiary of the company;~~ Director

4.Date: April 16, 2012

is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than (a) payments arising solely from investments in the company’s securities or (b) payments under non-~~discretionary charitable contribution matching programs;~~30-

is employed, or who has a family member who is employed, as an executive officer of another company whose compensation committee includes any executive officer of the listed company; or

is, or has a family member who is, a current partner of the company’s outside auditor, or was a partner or employee of the company’s outside auditor who worked on the company’s audit.

Based upon the foregoing criteria, our Board of Directors has determined that Brian Hauff is not an independent director under these rules because he also serves as the Company’s CEO, and that Shengfeng Justin Wang is not an independent director under these rules because he also serves as the Company’s CFO.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

The aggregate fees by Sadler, Gibb & Associates, LLC for the audit of the Company's annual financial statements was accrued at $3,000 for the fiscal year ended December 31, 2010.

The aggregate fees billed by R.R. Hawkins & Associates International, a PSC for the audit of the Company's annual financial statements was $10,000 for the fiscal year ended December 31, 2009.

Audit Related Fees

The aggregate fees billed by Sadler, Gibb & Associates, LLC for the audit of the Company's annual financial statements included in our 8-K filing was $4,000 for the fiscal years ended December 31, 2008 and 2009.

Tax Fees

The aggregate fees for tax compliance, advice and planning were $Nil for the fiscal year ended December 31, 2010 and $575 for the fiscal year ended December 31, 2009.

All Other Fees

The Company did not have any products and services other than the foregoing during the fiscal years ended 2010 and 2009.

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

Audited Financial Statements for the fiscal year ended December 31, 2010.

(b)

Exhibits.

3.1

Articles of Incorporation incorporated by reference to the filing on Form 10-SB dated July 5, 2005.

3.2

Bylaws incorporated by reference to the filing on Form 10-SB dated July 5, 2005

10.1

Thurman Investments Corporation Option, incorporated by reference from exhibit to Current Report on Form 8K filed on November 9, 2010, incorporated by reference to the Current Report on Form 8-K/A filed on February 1, 2011.

10.2

License Agreement dated December 23, 2010 between China Wastewater, Inc. and Ecofluid Systems, Inc, incorporated by reference to the Current Report on Form 8-K/A filed on February 1, 2011.

10.3

Non-Exclusive Right of Purchase dated December 23, 2010 between China Wastewater, Inc. and Ecofluid Systems, Inc, incorporated by reference to the Current Report on Form 8-K/A filed on February 1, 2011.

10.4

Strategic Alliance Agreement dated September 1, 2010, between China Wastewater, Inc. and Renmin University of China School of Environment and Natural Resources, incorporated by reference to the Current Report on Form 8-K/A filed on February 1, 2011.

10.5

Strategic Alliance Agreement dated November 11, 2010, between China Wastewater, Inc. and Shandong Provincial Urban Construction Design Institute, incorporated by reference to the Current Report on Form 8-K/A filed on February 1, 2011.

10.6

Promissory Note dated July 15, 2010, between Alpha Wastewater, Inc., and Asiamera Capital, Inc, incorporated by reference to the Current Report on Form 8-K/A filed on February 1, 2011.

10.7

Funding Agreement dated July 9, 2010 between Alpha Wastewater, Inc., and Weibiao Xu and Associates (CFG”), together with Addendum dated October 18, 2010, and Promissory Note dated November 10, 2010, incorporated by reference to the Current Report on Form 8-K/A filed on February 1, 2011.

16.1

Letter regarding change in certifying accountant from R.R. Hawkins & Associates International, a PSC (incorporated by reference from Form 8-K filed on November 9, 2010, incorporated by reference to the Current Report on Form 8-K/A filed on February 1, 2011.

31.1

Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2

Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

*filed herewith

SIGNATURES

Pursuant to the requirements Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SILICON SOUTH, INC.

By: /S/ Brian L. Hauff

Brian L. Hauff, Chief Executive Officer

Date: May 16, 2011

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:

By: /S/ Brian L. Hauff

Brian L. Hauff, Chief Executive Officer, Director

Date: May 16, 2011

By: /S/ Shengfeng Justin Wang

Shengfeng Justin Wang, Chief Financial Officer, Director

Date: May 16, 2011

Filing Compare · ALPHA WASTEWATER, INC.