UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OFof the Securities Exchange Act of 1934

~~THE~~Date ~~SECURITIES~~of ~~EXCHANGE~~Report ~~ACT~~(Date OFof ~~1934~~earliest event reported): September 28, 2015

~~Date~~Clearwater ofVentures, ~~Report~~Inc. (~~Date~~Exact name of ~~earliest~~registrant ~~event reported):~~as ~~April~~specified ~~15,~~in ~~2015~~its charter)

Clearwater Ventures, Inc.

Nevada

333-195607

46-4902722

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

~~(Exact~~8174 ~~name~~Las ofVegas ~~registrant~~Blvd. asS., ~~specified~~Ste. in109, ~~its charter~~Las Vegas, NV 89123 (Address of Principal Executive Offices)

Nevada	333-195607	46-4902722
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

(702) 779-9871

8174 Las Vegas Blvd. S., Ste. 109, Las Vegas, NV	89123
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code

Registrant’s telephone number, including area code: (702) 779-9871

___________________________________________________ (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~[ ]~~ □ Written communications pursuant to Rule 425 under the Securities Act (~~17CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (~~17 CFR ~~240~~230.~~14a-12~~425) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~SECTION~~□ Soliciting 4-material ~~Matters Related~~pursuant to Rule ~~Accountants~~14a-12 ~~and~~under ~~Financial~~the ~~Statements~~Exchange Act (17 CFR 240.14a-12)

~~Item~~□ Pre-commencement ~~4.01~~communications pursuant ~~Changes~~to inRule ~~Registrant’s~~14d-2(b) ~~Certifying~~under ~~Accountant~~the Exchange Act (17 CFR 240.14d-2(b))

On□ Pre-commencement ~~April 15, 2015, we dismissed L.L. Bradford~~communications &pursuant ~~Company,~~to ~~CPA's~~Rule 13e-4(~~the “Former Accountant”~~c) asunder ~~our~~the ~~independent~~Exchange ~~auditor.~~Act ~~Also on April 15, 2015, we appointed KLJ & Associates, LLP~~ (~~the~~17 ~~“New~~CFR ~~Accountant”) as our new independent registered public accounting firm~~240.13e-4(c))

~~The~~Item ~~Former~~1.01 ~~Accountant’s~~Entry ~~audit~~Into ~~reports on~~A ~~the~~Material ~~financial~~Definitive statements for our fiscal year ended February 28, 2014 contained no adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, with exception of uncertainty regarding our ability to continue as a going concern.Agreement

~~During~~On ~~the~~September ~~fiscal year ended February~~ 28, ~~2014~~2015, ~~and~~ ~~through~~Clearwater Ventures, Inc. (the ~~subsequent~~“Company”) ~~periods~~entered ~~ended~~into ~~April~~an ~~15,~~Agreement ~~2015~~of Conveyance, ~~there~~Transfer ~~were~~and noAssignment of Membership Interests and Assumption of Obligations (the “~~disagreements~~Agreement”) ~~(as~~with ~~such~~Tuston ~~term~~Brown, isthe ~~defined~~Chief ~~in Item~~Executive ~~304~~Officer, sole Director and majority shareholder of ~~Regulation~~the ~~S-K)~~Company. The Agreement provides Mr. Brown with ~~the~~an ~~Former~~option ~~Accountant~~to onpurchase ~~any~~all ~~matter~~of the membership interests of ~~accounting~~Clearwater ~~principles~~Nevada, LLC, ora ~~practices~~Nevada limited liability company, ~~financial~~a ~~statement~~subsidiary of the Company, at such date as shall be further agreed upon in writing by ~~disclosure~~the parties, or ~~auditing~~upon ~~scope~~written ornotice ~~procedures~~given by Mr. Brown, at his sole option, on any date which ~~disagreements~~is ifmore ~~not~~than ~~resolved~~seventy-five to(75) days from the ~~satisfaction~~date of the ~~Former~~Agreement. ~~Accountant~~The ~~would~~Agreement provides that Mr. Brown assumes all liabilities of the subsidiary following such ~~have~~assignment. ~~caused~~The ~~them~~Agreement towas ~~make~~approved ~~reference~~by ~~thereto~~the inBoard ~~their~~of ~~reports~~Director onand majority shareholder of the ~~financial~~Company ~~statements~~following ~~for~~the ~~such~~transactions described ~~periods~~in Items 5.01 and 5.02 below.

~~During the fiscal year ended February 28, 2014, and through the subsequent periods ended April 15, 2015, there were the following “reportable events” (as such term is defined in~~ Item ~~304 of Regulation S-K)~~5.01 AsChanges ~~disclosed~~ in ~~Part~~Control ~~I, Item 4~~ of the Company’s Form 10-Q for the quarterly period ended November 30, 2014, the Company’s management determined that the Company’s internal controls over financial reporting were not effective as of the end of such period due to the existence of material weaknesses related to the following:Registrant.

~~Material~~On ~~weaknesses~~September ~~exist~~28, in2015 (the ~~segregation~~“Closing Date”), ofTuston ~~duties~~Brown, ~~required~~the ~~for~~Chief ~~effective~~Executive ~~controls~~Officer, sole Director and ~~various~~majority ~~reconciliation~~shareholder ~~and~~of ~~control~~the ~~procedures~~Company ~~not~~sold ~~regularly~~an ~~performed~~aggregate ~~due~~of 13,987,000 shares of restricted common stock of the Company to Zheng Huijun. Mr. Brown also sold an aggregate of 2,013,000 shares of restricted common stock to several purchasers, none of whom are currently affiliates of the Company, nor would be deemed affiliates as a result ~~lack~~of the purchase of ~~staff~~such shares. As a result of the transaction described above, Mr. Brown has completely divested of his ownership of common stock of the Company. Mr. Brown remains, however, a director and ~~resources~~officer of the Company.

~~These~~As ~~material~~a ~~weaknesses~~result ~~have~~of ~~not~~the ~~been~~transaction ~~remediated~~described above, asMr. Zheng acquired approximately 77.7% of the ~~date~~total votes entitled to be cast at any meeting of ~~this~~shareholders, ~~Current~~giving ~~Report~~him onvoting control ~~Form~~of ~~8-K~~the Company. Mr. Zheng obtained the funds for the purchase of the Company’s common stock in the transaction from its available cash on hand.

~~Other~~The ~~than~~board asof ~~disclosed~~directors ~~above,~~and ~~there~~shareholders ~~were no~~holding ~~reportable~~a ~~events~~majority ~~during~~of the ~~fiscal~~common ~~year~~stock ~~ended~~of ~~February~~the ~~28,~~Company ~~2014,~~approved ~~and through~~ the ~~subsequent~~transactions ~~periods~~described ~~ended April 15, 2015~~herein.

~~Prior~~Item to5.02 ~~retaining~~Departure ~~the New Accountant, we did not consult with the New Accountant regarding either: (i) the application~~ of ~~accounting~~Directors ~~principles to a specified transaction, either contemplated~~ or ~~proposed,~~Principal orOfficers; ~~the~~Election ~~type~~ of ~~audit opinion that might be rendered on the Company’s financial statements~~Directors; or ~~(ii)~~Appointment ~~any matter that was the subject~~ of aPrincipal ~~“disagreement” or a “reportable event” (as those terms are defined in Item 304 of Regulation S-K)~~Officers.

On(a) Appointment ~~April 15, 2015, the Company provided the Former Accountant with its disclosures in this Current Report on Form 8-K disclosing the dismissal~~ of the Former Accountant and requested in writing that the Former Accountant furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. The Former Accountant’s response is filed as an exhibit to this Current Report on Form 8-K.Directors

~~SECTION~~Effective 9September –25, ~~Financial Statements~~2015, Zheng Huijun and ~~Exhibits~~Zheng Shuying were appointed as members of the Board of Directors.

~~Item 9.01 Financial Statements and Exhibits.~~2

Exhibit No.	Description
16.1	Letter from L.L. Bradford & Company, CPA's to the Securities and Exchange Commission

(b) Appointment of Officers

2Effective September 25, 2015, Zheng Huijun was appointed Chairman of the Company and Andy Zhao was appointed Chief Operating Officer of the Company. The Company may hire additional officers in the near future.

~~SIGNATURES~~The business background descriptions of the newly appointed officer and directors are as follows:

~~Pursuant~~Zheng toHuijun ~~the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

~~Clearwater~~Director ~~Ventures,~~(Chairman) ~~Inc.~~

~~/s/~~Mr. ~~Tuston~~Huijun ~~Brown~~ZHENG, 38 years old, has over twenty years of business and investment experience. Mr. Zheng graduated from Hebei Vocational College for Correctional Police with a Diploma in Law. He was part of a partnership that subcontracted mining businesses in North Eastern China from 1992 to 2001. From 2007 to present, Mr. Zheng has served as General Manager of Shijiazhuang Iron Mine Company and Chairman of Hebei Flying Eagle Investment Limited. He has invested into various hospitals including Hebei Sheng Lu Hospital of Gynecology. In 2014, he founded Shengma Jingxin Precautious Health Care Management Limited, which incorporated traditional Chinese medicines with an online activity tracking system.

~~Tuston~~Zheng ~~Brown President, Chief Executive Officer~~Shuying

~~Date: April 16, 2015~~ Director

3Ms. Shuying ZHENG, 48 years old, has over 30 years of administration and accounting experience. Ms. Zheng worked as administrative staff for a local leather shoe manufacturer from 1991 to 2000. From 2001 to 2006, Ms. Zheng managed cantering services in Hebei Vocational College for Correctional Police. From 2007 to 2001, she was the Head of Accounting of Huikou Mining Company. In 2007, Ms. Zheng joined Hebei Flying Eagle Investment Limited as Administration Manager. From 2011 to present, she has managed a department store. Ms. Zheng also continues to assist Mr. Zheng in back office work at Shengma Jingxin Precautious Health Care Management Limited.

Andy Zhao

Chief Operating Officer

Mr. Andy Zhao, 43 years old, was trained as Sports Physiotherapy in Shanghai Sports University after he graduated from The University of Shanghai with Bachelor of Business Administration. From 1999 to 2004, Andy acted as Coach of Singapore Youth Rowing Team. He then joined Chiang’s International Group (H.K.) Limited as Managing Director until 2012. Thereafter, he was the Managing Director of Chancellor Wealth Management (H.K.) Co., Ltd. until he joined Shengma Jingxin Precautious Health Care Management Limited in 2014 as CEO. Mr. Zhao has obtained various international professional licenses in physiotherapy, therapist, nutritionist and, sport and fitness training.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Clearwater Ventures, Inc.

Date: October 2, 2015	By:	/s/ Zheng Huijun
		Name: Zheng Huijun
		Title: Chairman of the Board of Directors

Filing Compare · Clearwater Ventures, Inc.