8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 6, 2012

HUIXIN WASTE WATER SOLUTIONS, INC.

 (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Cayman Islands	000-52339	N/A
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(COMMISSION FILE NO.)	(IRS EMPLOYEE IDENTIFICATION NO.)

#99 Jianshe Road 3, Pengjiang District, Jiangmen City

Guangdong Province, 529000

People’s Republic of China

 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(86) (750) 395-9988

 (ISSUER TELEPHONE NUMBER)

 (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

Copies to:

Hunter Taubman Weiss LLP

17 State Street, Floor 20

 New York, NY 10004

Tel: 212-732-7184

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 ( see  General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On February 6, 2013, we received a license form Guzhou National Land and Resource granting our PRC operating subsidiary Guizhou Yufeng Melt Co., Ltd ( the “Guizhou Yufeng”) a mining right to an aluminum bauxite mine located at Xiuwen County Longchang Town Ganba 25th Group (the “Ganba Mine”). As we disclosed in our Footnote 8 Other Long-term Asset for the financial statement for the periods ended September 30, 2012 on our quarterly report Form 10-Q for the periods ended September 30, 2012, in accordance with PRC regulations on natural resources, obtaining mining right does not take effect unless it is approved by the Ministry of Land and Resource of the PRC and other related local governments. Upon receipt of the license, we have formally possessed the mining right to Ganba Mine.

On August 28, 2012, Guizhou Yufeng entered into a transfer agreement with Xiuwen Longchang Mineral Industry Co., Ltd ( the “Longchang Mineral”), pursuant to which, Longchang Mineral transfers its mining right to Ganba Mine to Guizhou Yufeng for consideration of RMB520 million (approximately $83 million) and Guizhou Yufeng transfers its mining right to a Guizhou Yufeng aluminum bauxite mine, also known as Xiuwen Zhongxue Mine (the “Xiuwen Zhongxue Mine”) to Longchang Mineral for consideration of RMB 18 million (approximately $2.87 million) ( the “Transfer Agreement”). Upon receipt of the permit, on February 7, 2013, both parties entered into a supplement agreement to confirm the terms in the Transfer Agreement ( the “Supplement Agreement”).

According to the terms of the Transfer Agreement and the Supplement Agreement, the payment of RMB 18 million of the mining right to Xiuwen Zhongxue Mine will be credited to the payment of RMB 520 million for the mining right to Ganba Mine, proportionally based on the installment schedule of the payment;  and all payments prior to the approval of Guzhou National Land and Resource are considered as security deposit with applicable interest should the transaction be rejected by the Ministry of Land and Resources of the PRC. Both parties shall make preparation for the deliveries of Ganba mine and Wiuwen Zhongxue Mine and once Guizhou Yufeng receives the mining right license, both parties shall start the procedures of the deliveries of Ganba mine and Xiuwen Zhongxue Mine formally and transfer all the technical documents and licenses of their mines to each other within 3 days. As the date of this filing, Guizhou Yufeng has paid the full consideration for the transfer of the mining rights to Ganba mine to Longchang Mineral.

The Ganba Mine has an available reserve of 4,936,200 tons of aluminum bauxite, from which the aluminum for production of our products is derived. Management believes obtaining mining rights to Ganba Mine allows the Company to expand its mineral reserves for High-performance Aluminate Calcium (HAC) powder, the core component of water purifying agent and possible profitable sales of aluminum products in the future.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit 10.1 — Transfer Agreement dated August 28, 2012

Exhibit 10.2 — Supplement Agreement dated February 7, 2013

Exhibit 99.1 — Mining Right License from Guzhou National Land and Resource

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.

	HUIXIN WASTE WATER SOLUTIONS, INC.
Date:  February 11, 2013	By:	/s/ Mingzhuo Tan
		Name:  Mingzhuo Tan
		Chief Executive Officer, President and Chairman of the Board of Directors (Duly authorized officer and principal executive officer)

EX-10.1

Exhbiit 10.1

[ENGLISH TRANSLATION]

Transfer Agreement

Party A : Xiuwen Longchang Mineral Industry Co., Ltd.

Legal Representative: Tao Meng

Address: Yangming Avenue, Longchang Town,Xiuwen County, Guizhou Province

Party B:  Guizhou Yufeng Melt Co., Ltd

Legal Representative: Mingzhuo Tan

Address: Xinghong Village, Zhazuo Town, Xiuwen County.

(Referred as “both parties” or “parties”, collectively)

In accordance with PRC Law of Mineral Resources, Regulation of Exploration and Mining Transfer, Temporary Rules of Mining Right Transfer Management, Measure of Mineral Exploration Registration, Measure Mineral Exploration District Registration, Temporary Measure of Guizhou Mining Right Transfer and related laws and regulations, both parties has reach the following agreement for the mining right transfer after negotiation:

1. The transfer of mining right

1. Party A intends to transfer mining right to Xiuwen County Longchang Town Ganba 25th Grouop Bauxite Mine (hereinafter referred to as the "Ganba mine")  to Party B, party B agrees to accept the transfer of the mining right to Ganba mine.

2. Party B intends to transfer  mining right to Guizhou Yufeng Melt Co., Led., bauxite mining (hereinafter referred to as "Xiuwen Middle School mine")  to Party A, party A agrees to accept the transfer of the mining right to the Xiuwen Middle School mine.

2. The basic information of Ganba mine as follows, the following content such as Ganba mine of the mining license to record, the record of the mining license shall prevail

1. No. of Mining License:　C5200002010103120077204;

2. Operated by: Xiuwen Longchang Mineral Industry Co., Ltd. (Tao Meng)

3. The Name of Mine: Xiuwen County Longchang Town Ganba 25th Group Bauxite Mine

4.Location: 106°32′57″—106°34′00″east, 26°47′31″—26°49′00″north,210° southwest to Xiuwen County, Guizhou Province, approximately 5km away, governed by Ganba Village, Xiuwen County

3. Transfer price and payment arrangement of Ganba Mine

1. The parties agree that the transfer price for the mining right of Ganba mine amounted to RMB five hundred and twenty million. (lowercase: ￥520,000,000.00 ).

2. Party B shall pay to party A for the mining right of Ganba mine according to the following schedule installment.

 (1) The first installment: RMB eighty million (lowercase: ￥80,000,000.00) before Sep 5, 2012.

 (2) The second installment: RMB one hundred and twenty million (lowercase: ￥120,000,000.00) before Sep 30, 2012.

 (3) The third installment: RMB sixty million (lowercase: ￥60,000,000.00) before Oct 31, 2012.

 (4) The fourth installment: RMB forty million (lowercase: ￥40,000,000.00) before Nov 10, 2012.

 (5) The fifth installment: RMB one hundred million (lowercase:￥100,000,000.00) before Dec 10, 2012.

 (6) The sixth installment: the remaining amount will be paid within three days after Party B receiving the notice from Office of National Land Resources of Guizhou Province and the Mining License of Ganba mine of  which the operating person of registration is changed to Party B.

4. The mining right of Xiuwen Middle School mine transfer price and payment arrangement.

1. The parties agree that the transfer price for the mining right of Xiuwen Middle School mine amounted to RMB eighteen million (lowercase: RMB 18,000,000.00).

2. Party A shall pay party B for the mining right of Xiuwen Middle School mine area according to the following clause.

Whereas, Party B shall pay Party A the transfer price of the mining right of Ganba mine (RMB five hundred and twenty million in total) and Party A shall pay to Party B the transfer price of mining right of Xiuwen middle school mine (RMB eighteen million in total), the parties agree that Party A, according to the  Clause 2 of Paragraph 3, offsets its transfer payment to Party B for Xiuwen Middle School mine by the credit of Party B’s transfer payment to Party A, following the above mentioned schedule.

5. Procedures for the transfer of mining right of Ganba mine and Xiuwen Middle School mine.

1.From the signing date of the agreement, Party A is entitled to submit to the department in charge of all the application materials for mining right transfer of Ganba mine, Party B is entitled to submit to the department in charge of all the application materials for mining right transfer of Xiuwen middle school mine and is entitled to according to the requirement of the application documents for correcting.

2. The parties shall cooperate with each other, until finishing all the formalities for the mining right transfer of Ganba mine and Xiuwen Middle School mine.

6. The Deliveries of Ganba mine and Xiuwen Middle School mine.

1. Both parties shall make preparation for the deliveries of Ganba mine and Xiuwen Middle School mine once this agreement becomes effective.

2. Once Party B receives the mining license whose operating person is registered as Party B, both parties shall start to handle the procedures of the deliveries of Ganba mine and Xiuwen Middle School mine formally and transfer all the technical documents and licenses of their mines to each other within 3 days.

7. Breach of Duty

1. Party A shall not discuss with any third party about the issues of the delivery of mining right of Ganba mine and Party B shall not refuse to accept the Party A’s mining right, or it is considered as grave breach of contract. The observant party has the right to dissolve this agreement and ask for a penalty of RMB 100,000,000 paid by the delinquent party. If the penalty is not enough to cover the loss of the observant party, the delinquent party still bears the responsibility of penalty so that it can compensate for other loss of the observant party.

2. Neither party shall dissolve this agreement except under the agreement of Clause1 Item 8, or it will be considered as breach of contract and the delinquent party assumes the responsibility for breach of contract according to the Clause1 Item 8 of this agreement.

3. If Party A delays the transfer of the materials of mining right of Ganba mine or the performance of its duty to apply the review of the delivery of mining right of Ganba mine, Party A shall pay RMB1,200, 000 to Party B as penalty for every day’s delay. If Party B delays the payment of mining right of Ganba mine, Party B shall pay 0.1% of the amount payable to Party A as penalty for every day’s delay.

8. Supplemental Agreement

Any pending issue can be confirmed by a supplementary agreement agreed by both parties. If it has conflict against the original agreement, the supplementary agreement prevails. The supplementary agreement has a same legal effect as this agreement.

9. If dispute occurs during the execution, both parties shall negotiate to resolute. If fails, either party can sue to the people's court having jurisdiction.

10. This agreement becomes effective once being signed and sealed.

11. This agreement has four duplicates and each party has one of them while the remaining two is held by Party A for necessary procedures.

12. This agreement is signed at Guiyang City, Guizhou Province on August 28, 2012.

Party A (seal):  

Legal Representative:

Company (Personal) Address: Yangming Road Longchang Town, Xiuwen County

OrganizationCodeCertificate: 79528270-9

Contact Number: 0851-5815939

Mail Address：Yangming Road Longchang Town, Xiuwen County

Party B (seal):  

Legal Representative:

Company (Personal) Address: Xinghong Village, Zhazuo Town, Xiuwen County

Organization Code Certificate：77057756-X

Contact Number: 0750-3167388

Mail Address：Yangming Avenue, Longchang Town, Xiuwen County

EX-10.2

Exhibit 10.2

[ENGLISH TRANSLATION]

Supplemental Agreement

This agreement is signed by both parties at Xiuwen County Guizhou Province on Feb 6, 2013.

Party A: Xiuwen Longchang Mineral Industry Co., Ltd.

Legal Representative: Tao Meng

Address: Yangming Avenue, Longchang Town,Xiuwen County, Guizhou Province

Party B:  Guizhou Yufeng Melt Co., Ltd

Legal Representative: Mingzhuo Tan

Address: Xinghong Village, Zhazuo Town, Xiuwen County.

(Referred as “both parties” or “parties”, collectively)

Whereas

1.Both parties have signed the transfer agreement on August 28 ,2012, which is about the transfer of the mining right of Xiuwen County Longchang Town Ganba 25th Grouop Bauxite Mine (hereinafter referred to as the "Ganba mine") and Guizhou Yufeng Melt Co., Ltd., bauxite mining (hereinafter referred to as "Xiuwen Middle School mine"), hereinafter referred to as “Transfer Agreement”.

2. Party B received the Mining License which has been changed that the operator of mining-right of Ganba mine into Party B from Office of National Land Resources of Guizhou Province on Feb 6, 2013 (the altered Mining License)

The supplemental agreement is made under the agreement of both parties.

1. Confirmed by both parties, the transfer agreement is established once being signed by both parties and shall become effective as soon as Party B obtains the altered mining license. Both parties shall confirm the legal rights and obligations of the transfer agreement.

2. Confirmed by both parties, the transfer procedures of Ganba mine and Xiuwen Middle School mine have been finished in accordance with the transfer agreement.

3. Confirmed by both parties, the installment paid by Party B, according to article 3 of Transfer Agreement, shall be considered as advance payment until Party B receives the altered mining license. If Party B fails to receive the change of registration of the mining license of Ganba, Party A shall return the advance payment to Party B with current bank interest; Once Party B receives the change of registration mentioned above, the advance payment shall be considered as the formal payment of transfer price. This article shall be regarded as part of the transfer agreement and becomes effective once being signed.

4、This agreement signed by both parties shall become effective as of the date.

5、The agreement has two (2) duplicates, and each party holds one (1)of the them. Both duplicates have the equal legal effect.

Party A (seal):  

Legal Representative:

Company (Personal) Address: Yangming Road Longchang Town, Xiuwen County

OrganizationCodeCertificate: 79528270-9

Contact Number: 0851-5815939

Mail Address：Yangming Road Longchang Town, Xiuwen County

Party B (seal):  

Legal Representative:

Company (Personal) Address: Xinghong Village, Zhazuo Town, Xiuwen County

Organization Code Certificate：77057756-X

Contact Number: 0750-3167388

Mail Address：Yangming Avenue, Longchang Town, Xiuwen County

EX-99.1

Exhibit 99.1

[ENGLISH TRANSLATION]

People’s Republic of China

Mining Licence

(Original)

No. C5200002010103120077204

Operated by: Guizhou Yufeng Melt Co., Ltd (Mingzhuo Tan)   Address: Xinghong Village Zhazuo Town Xiuwen County   Name of mine: Xiuwen County Longchang Town Ganba 25th Grouop Bauxite Mine   Economic type: limited liability company   Term: 8 years, from Jan 2013 to Jan 2021 Issued by: National Land Resources Office of Guizhou Province   Date: Jan 7, 2013   Printed by: National Land Resources Ministry of PRC Type of mine: bauxite and gallium   Exploration method: ourdoor/ underground   Production scale: 100,000 ton/year   Mine area: 3.3233 sq. km   Exploration scale: see the copy