UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2008 CHINA WI-MAX COMMUNICATIONS, INC. ---------------------------------------- (Exact name of registrant as specified in its charter) Nevada 000-53268 61-1504884 - ------------------------------- ------------------ ----------------------- State or other jurisdiction (Commission I.R.S. Employer of incorporation or File Number) Identification No. organization 1905 Sherman Street, Suite 335, Denver, Colorado 80203 ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 303-668-0199 ----------------------------------------------------------- (Former name, former address and former fiscal year, 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 (17 CFR240.14d-2(b)) [_] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On December 17, 2008, China Wi-Max Communications, Inc. and Wang Zheng signed an Amended and Restated Declaration of Trust. The amendment is attached hereto as Exhibit 10.1. On December 17, 2008 China Wi-Max Communications, Inc. also entered into a Security and Pledge Agreement with Beijing Gao Da Yang Guang Communication Technology, Ltd. The Agreement is attached hereto in its entirety as Exhibit 10.2. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. a) Financial Statements of business acquired - None b) Pro Forma Financial Information - None c) Shell Company Transactions - None d) Exhibits - 10.1 - Amended and Rested Declaration of Trust 10.2 - Security and Pledge Agreement SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CHINA WI-MAX COMMUNICATIONS, INC. -------------------------------- (Registrant) Dated: December 19, 2008 /s/George E. Harris ------------------------------ George E. Harris, President -1-