10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
	FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010
OR
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934
Commission file number 000-53224

CHINA PROSPEROUS CLEAN ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

West Side, Public Transportation Gas Filling Center,

Angang Avenue-Middle Part, Yindu District,

Anyang, Henan Province,

Postal code: 455000

The People’s Republic of China

(Address of principal executive offices, including zip code.)

 86-372-3166864

(telephone number, including area code)

Copy of Communication to:

Bernard & Yam, LLP

Attention: Bin Zhou, Esq.

401 Broadway Suite 1708

New York, NY 10013

Phone: 212-219-7783

Facsimile: 212-219-3604

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 90 days.  YES x NO ¨

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	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 ¨  NO x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 12,000,000 as of November 12, 2010.

On this Form 10Q quarterly report, the registrant, China Prosperous Clean Energy Corporation, is hereinafter referred as "we", or "Company", or "CHPC".

1

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CHINA PROSPEROUS CLEAN ENERGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2010 AND 2009

Table of Contents

Consolidated Financial Statements	Page
Report of Independent Registered Public Accounting Firm	3
Consolidated Balance Sheets	4
Consolidated Statements of Income and Comprehensive Income	5
Consolidated Statements of Cash Flows	6
Notes to Consolidated Financial Statements	7

2

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

China Prosperous Clean Energy Corporation

We have reviewed the accompanying consolidated balance sheet of China Prosperous Clean Energy Corporation (the “Company”) as of September 30, 2010, and the related consolidated statements of operations and comprehensive income for the three months and nine months ended September 30, 2010 and 2009, and consolidated statements of cash flows for the nine months ended September 30, 2010 and 2009. These consolidated financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of China Prosperous Clean Energy Corporation as of December 31, 2009, and the related consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows for the year then ended (not presented herein); and in our report dated March 25, 2010, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of September 30, 2010, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived.

/s/ Partizio & Zhao, LLC

Parsippany, New Jersey

November 12, 2010

3

China Prosperous Clean Energy Corporation and Subsidiaries

Consolidated Balance Sheets

	September 30,		December 31,
	2010		2009
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	4,569,592	$	694,620
Restricted cash		860		294,807
Accounts receivable		170,856		360,581
Inventories		1,021,980		553,187
Advance payments		6,664,098		15,284,156
Dividend receivable		260,163		333,508
Other receivables		4,539,939		2,300,314
Total current assets		17,227,488		19,821,173
Property, plant and equipment, net		4,612,932		4,541,763
Other assets:
Deferred income taxes		51,428		50,397
Goodwill		61,564		60,330
Investment in non-consolidated entities		9,260,231		3,818,615
Other non-current assets		15,410		16,055
Total other assets		9,388,633		3,945,397
Total assets	$	31,229,053	$	28,308,333
Liabilities
Current liabilities:
Accounts payable and accrued expenses	$	2,787	$	833,375
Short-term bank loan		-		880,200
Trade notes payable		-		586,800
Customer advances		756,877		233,486
Due to former shareholders		1,612,960		1,580,636
Loans from third parties		16,807,590		13,300,170
Current portion of long-term debt and other current liabilities		850,054		218,651
Total current liabilities		20,030,268		17,633,318
Long-term liabilities:
Long-term bank loan		-		146,700
Total long-term liabilities		-		146,700
Total liabilities		20,030,268		17,780,018
Equity
Stockholders’ equity:
Common stock, $0.00001 par value, 75,000,000 shares authorized,
12,000,000 shares issued and outstanding		120		120
Additional paid-in capital		8,055,262		8,055,262
Statutory reserve		260,836		260,836
Retained earnings		2,279,878		1,787,879
Accumulated other comprehensive income		590,095		409,222
Total stockholders’ equity		11,186,191		10,513,319
Noncontrolling interest		12,594		14,996
Total equity		11,198,785		10,528,315
Total liabilities and equity	$	31,229,053	$	28,308,333

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

4

China Prosperous Clean Energy Corporation and Subsidiaries

Consolidated Statements of Income and Comprehensive Income (Loss) (Unaudited)

	For the Three Months						For the Nine Months
	Ended September 30,						Ended September 30,
	2010			2009			2010			2009
Sales	$	6,739,042		$	7,443,652		$	16,723,481		$	16,865,037
Cost of sales		5,746,539			6,650,337			14,401,031			14,664,584
Gross profit		992,503			793,315			2,322,450			2,200,453
Operating expenses:
Selling expenses		432,372			604,803			1,244,261			1,556,742
General and administrative expenses		211,178			207,839			563,131			578,450
Total operating expenses		643,550			812,642			1,807,392			2,135,192
Income (loss) from operations		348,953			(19,327	)		515,058			65,261
Other income (expenses):
Investment income		79,100			78,400			235,985			235,386
Interest expense, net		(4,826	)		(23,393	)		(37,058	)		(54,602	)
Other income (expenses)		(1,616	)		183			(105,402	)		11,061
Total other income (expenses)		72,658			55,190			93,525			191,845
Income before provision for income taxes		421,611			35,863			608,583			257,106
Provision for income taxes		60,834			24,205			119,244			74,916
Net income		360,777			11,658			489,339			182,190
Less: Net Income (loss) attributable to noncontrolling interest		(2,599	)		(290	)		(2,661	)		945
Net income attributable to CHPC		363,376			11,948			492,000			181,245
Other comprehensive income (loss)
Foreign currency translation adjustment		146,197			26,837			180,872			(24,952	)
Comprehensive income	$	509,573		$	38,785		$	672,872		$	156,293
Weighted average number of shares outstanding
Basic and diluted		12,000,000			12,000,000			12,000,000			12,000,000
Earnings per share
Basic and diluted	$	0.03		$	0.00		$	0.04		$	0.01

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

5

China Prosperous Clean Energy Corporation and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)

	For the Nine Months Ended September 30,
	2010			2009
Cash flows from operating activities:
Net income	$	489,339		$	182,190
Adjustments to reconcile net income to cash provided by
(used in) operating activities:
Depreciation		213,829			238,453
Changes in assets and liabilities:
Accounts receivable		193,676			135,567
Inventories		(449,534	)		(291,240	)
Advance payments for purchase of inventory		5,656,121			(3,883,992	)
Dividend receivable		78,773			-
Other receivables		(2,154,503	)		125,497
Other non current assets		956			15,358
Accounts payable and accrued expenses		(832,908	)		92,260
Trade notes payable		(588,400	)		73,295
Customer advances		509,609			503,191
Other current liabilities		616,042			612,217
Total adjustments		3,243,661			(2,379,394	)
Net cash provided by (used in) operating activities		3,733,000			(2,197,204	)
Cash flows from investing activities:
Dividend receivable		-			78,280
Advance payments for purchase of fixed assets		(2,357,088	)		-
Acquisition of property and equipment		(192,496	)		(411,502	)
Proceeds from investment income		-			58,636
Investment in non-consolidated entity		208,070			-
Payments to noncontrolling interest for ownership buyback		-			(202,206	)
Net cash used in investing activities		(2,341,514	)		(476,792	)
Cash flows from financing activities:
Restricted cash		293,947			(295,601	)
Proceeds from short-term bank loans		(882,600	)		146,590
Repayments of related party loans		-			(492,649	)
Proceeds from third party loans		3,179,240			7,412,373
Repayment of long-term bank loan		(147,100	)		-
Net cash provided by financing activities		2,443,487			6,770,713
Effect of foreign currency translation on cash		39,999			(32,657	)
Net increase in cash and cash equivalents		3,874,972			4,064,060
Cash and cash equivalents – beginning		694,620			1,034,387
Cash and cash equivalents – ending	$	4,569,592		$	5,098,447
Supplemental schedule of non cash activities
Advance payments for investment in non-consolidated entity	$	5,478,442		$	-

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

6

China Prosperous Clean Energy Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2010 and 2009

(Unaudited)

Note 1 – Organization and Description of Business

China Prosperous Clean Energy Corporation (the "Company" or “CHPC”) was incorporated in the State of Nevada on March 24, 2006.  On June 30, 2008, the Company entered a share exchange agreement ("Share Exchange Agreement”) under which the Company issued 5,865,000 shares of its common stock, par value $ 0.00001, to Oracular Dragon Capital Company, Ltd (“Oracular Dragon”), the sole shareholder of Origin Orbit Green Resource Company, Ltd (“Origin Orbit”) in exchange for all the issued and outstanding shares of Origin Orbit (the “Share Exchange”).  The Share Exchange is the final part of a series of consecutive transactions including the stock purchase transactions consummated on June 19, 2008 in which the sole shareholder of Origin Orbit purchased 4,524,231 shares of common st ock of CHPC from the affiliate and non-affiliate shareholders of CHPC at a total consideration of $ 346,586 (the “Stock Purchase”). Immediately following the Share Exchange and Stock Purchase, Oracular Dragon owned 10,389,231 shares of the common stock of CHPC, representing approximately 86.6% of CHPC’s total issued and outstanding share capital. As a result, the Share Exchange has been accounted for as a reverse acquisition using the purchase method of accounting, whereby Origin Orbit is deemed to be the accounting acquirer and CHPC to be the accounting acquiree. The financial statements before the date of Share Exchange are those of Origin Orbit with the results of CHPC being condensed consolidated from the date of Share Exchange. No goodwill has been recorded.

Origin Orbit is a holding company that, on April 4, 2007, acquired 100% of the capital stock of Anyang Prosperous Energy Technology Developing Co., Ltd. (“Anyang Prosperous”) and Anyang Top Energy Green Resources Co., Ltd. (“Anyang Top”), both of which were organized under the laws of the People’s Republic of China (“PRC”).  Anyang Top does not have any subsidiary.  Anyang Prosperous has various ownership interests in a number of companies in PRC.

As a result of these share exchange transaction and acquisitions, CHPC has become the holding company of the group comprising Origin Orbit, Anyang Prosperous and Anyang Top and their subsidiaries. The Company is principally engaged in the wholesale and retail sales of compressed natural gas and liquefied petroleum gas through its subsidiaries in the People’s Republic of China (“PRC” or “China”).

As of September 30, 2010, details of the subsidiaries of the Company are as follows:

Subsidiaries’ names	Place of operation	Registered and paid-up capital	Percentage of effective ownership	Principal activities
Origin Orbit Green Resource Company, Ltd (“Origin Orbit”)	British Virgin Islands	US$7,950,000	100% (a)	Holding company of the other subsidiaries
Anyang Prosperous Energy Technology Developing Co., Ltd. (“Anyang Prosperous”)	PRC	US$5,000,000	100% (b)	Wholesale and retail sales of compressed natural gas and liquefied petroleum gas(“LPG”)
Anyang Top Energy Green Resources Co., Ltd. (“Anyang Top”)	PRC	US$2,500,000	100% (b)	Wholesale of compressed natural gas, liquefied petroleum gas and Dimethyl Ether
Jinan Zhenyuan Green Resource Co. Ltd. (“Jinan Green Resource”)	PRC	RMB10,000,000	99% (c)	Sales of LPG for domestic and vehicles usage and related vehicles components

7

Note 1 – Organization and Description of Business (continued)

Subsidiaries’ names	Place of operation	Registered and paid-up capital	Percentage of effective ownership	Principal activities
Handan City Prosperous Car-used Green Resource Co. Ltd. (“Handan Green Resource”)	PRC	RMB750,000	98% (c)	Sales of LPG, vehicles components, and new energy research and development
Henan Prosperous Clean Energy Corporation	PRC	RMB30,000,000	100%(c)	Investing in and constructing gas filling stations and selling compressed natural gas ("CNG"), liquefied petroleum gas ("LPG"), coal-bed methane, dimethyl ether ("DME") and methane.
Yangquan Zhenyuan Energy Science & Technology Co. Ltd (“Yangquan Zhenyuan”)	PRC	RMB5,000,000	100% (c)	Construction of gas stations
Fuyang Prosperous Energy Technology Development Co. Ltd. (“Fuyang Prosperous”)	PRC	RMB10,000,000	100% (c)(d)	Energy technology research and development
Weifang Prosperous Energy Technology Development Co. Ltd. (“Weifang Prosperous”)	PRC	RMB10,000,000	100% (c)	Energy technology research and development, and sales vehicles components and gas equipment
Hengshui Prosperous Energy Technology Development Co. Ltd. (“Hengshui Prosperous”)	PRC	RMB2,000,000	100% (c)	Gas energy technology research and development
Heze Prosperous Energy Technology Development Co. Ltd. (“Heze Prosperous”)	PRC	RMB5,000,000	100% (c)	Construction of LPG and CNG station, and sales of vehicle components LPG and CNG
Shijiazhuang Prosperous Energy Technology Development Co. Ltd. (“Shijiazhuang Prosperous”)	PRC	RMB10,000,000	100% (c)	Gas energy technology research, development and advisory services, and  sales of gas energy product
Xuchang Zhenyuan Green Resource Technology Development Co. Ltd. (“Xuchang Zhenyuan”)	PRC	RMB10,000,000	100% (c)	Investment in natural gas business

8

Note 1 – Organization and Description of Business (continued)

Subsidiaries’ names	Place of operation	Registered and paid-up capital	Percentage of effective ownership	Principal activities
Yantai Prosperous Energy Technology Development Co. Ltd. (“Yantai Prosperous”)	PRC	RMB500,000	100% (c)	Gas energy technology research and development, and sales vehicle components and gas energy equipment
Changzhi City Zhenyuan Energy Technology Development Co. Ltd (“Changzhi City”)	PRC	RMB4,400,000	100% (c)	Sales of crude oil, natural gas, LPG and related vehicle components, and construction of gas stations
Jiaozuo City Prosperous Energy Technology Development Co. Ltd. (“Jiaozuo City”)	PRC	RMB5,000,000	100% (c)	Sales of natural gas, liquefied petroleum gas and vehicle components, construction and operation of gas stations
Pingdingshan City Zhenyuan Energy Technology Developing Co. Ltd. (“Pingdingshan City”)	PRC	RMB5,000,000	100% (c)	Energy technology development, sales of natural gas, LPG and vehicle components, and construction and operation of gas stations
Linying Prosperous Energy Technology Development Co. Ltd. (“Linyi Prosperous”)	PRC	RMB10,000,000	100% (c)	Sales of natural gas and vehicle components.
Jiangsu Hengrun Clean Energy Co., Ltd. ("Jiangsu Hengrun ")	PRC	RMB20,000,000	100% (c)	Research and development of clean energy technology, promotion and application of clean energy technology.

Notes:

(a)   Held directly by CHPC.

(b)   Held indirectly by CHPC through Origin Orbit.

(c)   Held indirectly by CHPC through Origin Orbit and Anyang Prosperous.

(d)   According to the Companies Law of the PRC, at the incorporation of the investee, shareholders are only required to pay up 20% of the capital contribution requirement as a minimum and can make up the remaining payment in two years.

Fuyang Prosperous was incorporated on November 30, 2007 with a registered capital of $1,369,000. As the Company holds 100% ownership interest in Fuyang Prosperous, it is required to contribute $1,369,000 into the capital of Fuyang Prosperous. Up to September 30, 2010, the Company had only contributed $273,800 leaving $1,095,200 remained outstanding.

9

Note 2– Summary of Significant Accounting Policies

Basis Of Presentation

The Company’s consolidated financial statements include the accounts of its controlled subsidiaries. All intercompany balances and transactions are eliminated in consolidation. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of th e financial position and the results of operations and cash flows for the interim periods have been included.

In preparing the accompanying unaudited consolidated financial statements, the Company evaluated the period from September 30, 2010 through the date the financial statements were issued for material subsequent events requiring recognition or disclosure. No such events were identified for this period.

Interim Financial Statements

These interim financial statements should be read in conjunction with the audited consolidated financial statements for the years ended December 31, 2009 and 2008, as not all disclosures required by generally accepted accounting principles (“GAAP”) for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited consolidated financial statements for the years ended December 31, 2009 and 2008.

Reclassification

Certain amounts as of September 30, 2009 were reclassified for presentation purposes.

Note 3 – Inventories

Inventories by major categories are summarized as follows:

	September 30,		December 31,
	2010		2009
Compressed natural gas	$	176,678	$	65,600
Liquefied petroleum gas		572,916		150,384
Dimethyl ether		70,110		140,660
Vehicle modification components and other		202,276		196,543
Total	$	1,021,980	$	553,187

Note 4 – Advance Payments

Advance payments as of September 30, 2010 and December 31, 2009 consist of the following:

	September 30,		December 31,
	2010		2009
Inventories	$	1,356,065	$	6,950,996
Property and equipment		5,308,033		2,850,981
Investment in non-consolidated entity		-		5,482,179
Total	$	6,664,098	$	15,284,156

10

Note 5 – Dividend Receivable

Dividend receivable as of September 30, 2010 and December 31, 2009 were $260,163 and $333,508, respectively, representing income receivable from Anyang PetroChina exhibited in Note 10.

Note 6 – Other Receivables

Other receivables primarily consist of goodfaith non-interest bearing advances given to third parties and payable on demand. Other receivables outstanding as of September 30, 2010 and December 31, 2009 were $4,539,939 and $2,300,314, respectively.

Note 7 – Property, Plant and Equipment

Property, plant and equipment consist of the following:

	September 30,		December 31,
	2010		2009
Buildings	$	2,453,004	$	1,106,703
Machinery		3,245,475		3,050,621
Office equipment		18,436		72,880
Gas storage vehicles and motor vehicles		125,671		123,153
Construction in progress		97,303		1,275,523
		5,939,889		5,628,880
Less: Accumulated depreciation		1,326,957		1,087,117
Total	$	4,612,932	$	4,541,763

Depreciation expenses for the three months ended September 30, 2010 and 2009 were $103,889 and $133,100, respectively. Depreciation expenses for the nine months ended September 30, 2010 and 2009 were $213,829 and $238,453, respectively.

Note 8 – Deferred Income Taxes

Deferred income tax asset of $51,428 and $50,397 as of September 30, 2010 and December 31, 2009 arose from unused loss carry-forwards that management considers more likely than not that they will be realized through future operations. The loss carry-forwards are available for offset against future taxable income over the next five years. No valuation allowance was recorded as of September 30, 2010 and December 31, 2009.

Note 9 – Goodwill

Goodwill arose from the Company’s acquisition of Anyang Prosperous and Anyang Top on April 4, 2007. Impairment of goodwill is tested at least annually at the reporting unit. The test consists of two steps. First, the identification of potential impairment is performed by comparing the fair value of the reporting unit to its carrying amount, including goodwill. If the fair value of the reporting unit is greater than its carrying amount, goodwill is not considered impaired. Second, if there is impairment identified in the first step, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, in accordance with ASC 450-10 (formerly SFAS No 141(R)), “Business Combinations”. As of September 30, 2010, no indicator of impairment was noted. Further sensitivity analyses will be performed towards year end.

11

Note 10 – Investment in Non-consolidated Entities

As of September 30, 2010, available-for-sale securities consisted of the following:

Name of investee	Place of operation	Percentage of ownership	Principal activities
Anyang PetroChina Marketing Company Limited (“Anyang PetroChina”)	PRC	34%	Sales of crude oil and refined oil and LPG
Ancai Energy Co.Ltd	PRC	15%	Investment in the construction of long-distance pipeline and delivery networks for natural gas, and pipeline LPG and CNG filling stations.

Whilst the above companies are private companies whose shares are not quoted or traded in an active market, management has determined that it is not practicable to estimate their fair value reliably. Therefore, the investments in the above companies are stated at cost less any impairment losses. No events or changes in circumstances have been identified that potentially would have a significant adverse effect on the fair value of investments in the above companies, as of September 30, 2010 and 2009.

Although the Company held 34% ownership interest in Anyang PetroChina, the Company did not have significant influence over Anyang PetroChina. According to an agreement between the Company and the other shareholder of Anyang PetroChina, namely China National Petroleum Corporation (“China National Petroleum”), the Company has assigned the full power and right of management of Anyang PetroChina to China National Petroleum for the period until December 31, 2009. In return, the Company has been entitled to 10% of the cost of its investment in Anyang PetroChina in the form of a fixed “dividend” each year regardless of the actual performance of Anyang PetroChina for the period until September 30, 2010. Therefore, Anyang PetroChina has been accounted for using the cost method instead of the equity method. For the nine m onths ended September 30, 2010 and 2009, dividend income of $235,343 and $235,386, respectively, from Anyang Petrol China were included in other income.

The Company acquired 15% of the shares of Ancai Energy Co., Ltd (“Ancai”), which was established on April 18, 2008 and was registered with capital of 80 million RMB. Ancai is mainly engaged in the investment in the construction of long-distance pipeline and delivery networks for natural gas, and pipeline LPG and CNG filling stations. The Jiaozuo-Anyang branch of the West-East natural gas transmission project had been built and put into operation in December 2003, which supplies natural gas to users in the cities of Jiaozuo, Xinxiang, Hebi, Anyang as well as industrial users. The project is not just an industrial project, but also a state key infrastructural project for clean energy. Almost 15 million people in Northern Henan can benefit from the project, which plays an important role in local industry and ecological environ ment. The investment made on Ancai will provide steady and qualified natural gas for the network of CNG filling stations that belong to the company and Henan Transport Authority, developing a stable market of filling stations which takes Ancai mother station as its center.

As of September 30, 2010, Ancai Group Inc, the 70% shareholder of Ancai, is responsible for the management of Ancai.

12

Note 11 – Accounts Payable and Accrued Expenses

	September 30, 2010		December 31, 2009
Accounts payable	$	-	$	820,868
Accrued expenses		2,787		12,507
Total	$	2,787	$	833,375

The carrying values of accounts payable and accrued expenses approximate their fair values due to the short-term nature of these obligations.

Note 12 – Short-Term Bank Loan

Short-term bank loan consists of the following:

	September 30,		December 31,
	2010		2009
6.372% one-year term loan from Bank of  China, maturing on
August 30, 2010 and secured by the company's property and
equipment. Interest was paid monthly; and 6.372% one-year
term loan from Bank of  China, maturing on March 24, and secured
by the company's Warehouse receipts	$	-	$	880,200
Total	$	-	$	880,200

Note 13 – Due to Former Shareholders

Balances due to the former shareholders relate to a series of mergers and acquisitions of the Company in 2008. As of September 30, 2010 and December 31, 2009, the outstanding balance due to the former shareholders was$1,612,960 and $1,580,636, respectively.

Note 14 – Loans From Third Parties

The balance of loans from third parties as of September 30 2010 consists primarily of a loan from Anyang Zhenyuan Group of $15,472,271 for funding the investments in certain subsidiaries. The balance of $2,651,000 is to be paid in full by November 8th, 2010 and the other balance of 4,032,000 is to be paid in full by December 23rd, 2010. Interest is to be calculated using an annual fixed interest rate of 6% and to be paid with principal at end of the term of the loan. The remaining balance of $8,789,271 was for working capital needs which is unsecured and non-interest bearing.

Note 15 – Income Taxes

The Company incorporated in the State of Nevada is not subject to any income tax according to the rules and regulations of the State of Nevada. Before January 1, 2008, the Company’s subsidiaries in the PRC were generally subject to PRC enterprise income tax at 33%. On March 16, 2007, the PRC government promulgated a new tax law, China’s Unified Corporate Income Tax Law (“New CIT Law”), which took effect from January 1, 2008. Under the New CIT Law, foreign-owned enterprises as well as domestic companies are subject to a unified tax rate of 25%.

13

Note 15 – Income Taxes (continued)

Accordingly, the Company’s subsidiaries in the PRC have been subject to the PRC corporate income tax at a rate of 25% on their taxable income arising in the PRC commencing from January 1, 2008. Meanwhile, according to Rule 28 of New CIT Law, income tax of small low-profit enterprises is subject to the reduced rate of 20%. Changzhi Company, one of the Company’s subsidiaries, meets the conditions of small low-profit enterprises, as such Changzhi Company’s income tax rate of 20% in 2009.

The Company’s provision for income taxes consists of:

	For the Nine Months Ended September 30,
	2010		2009
Current – PRC	$	119,244	$	74,916
Deferred		-		-
Total	$	119,244	$	74,916

Note 16 – Earnings Per Share

The Company presents earnings per share on a basic and diluted basis. Basic earnings per share have been computed by dividing net earnings by the weighted average number of common shares outstanding. Diluted earnings per share have been computed by dividing net earnings plus convertible preferred dividends and interest expense (after-tax) on convertible debt by the weighted average number of common shares outstanding including the dilutive effect of equity securities. The weighted average number of common shares calculated for diluted EPS excludes the potential common stock that would be exercised under the options and warrants granted to officers because the inclusion of the potential shares from these options and warrants would cause an anti-dilutive effect by increasing the net earnings per share.

	Three Months Ended September 30,
	2010		2009
Net income attributable to CHPC	$	363,376	$	11,948
Weighted average common shares		12,000,000		12,000,000
(denominator for basic income per share)
Effect of dilutive securities		-		-
Weighted average common shares		12,000,000		12,000,000
(denominator for diluted income per share)
Basic earnings per share	$	0.03	$	0.00
Diluted earnings per share	$	0.03	$	0.00
		Nine Months Ended September 30,
		2010		2009
Net income attributable to CHPC	$	492,000	$	181,245
Weighted average common shares		12,000,000		12,000,000
(denominator for basic income per share)
Effect of dilutive securities		-		-
Weighted average common shares		12,000,000		12,000,000
(denominator for diluted income per share)
Basic earnings per share	$	0.04	$	0.01
Diluted earnings per share	$	0.04	$	0.01

14

Note 17 – Risk Factors

The Company’s operations are carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC as well as by the general state of the PRC’s economy. The Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

Note 18 – Concentration of Credit Risk

As of September 30, 2010 and 2009, 100% of the Company’s cash included cash on hand and deposits in accounts maintained within the PRC where there is currently no rule or regulation in place for obligatory insurance to cover bank deposits in the event of bank failure. However, the Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.

For the three months ended September 30, 2010 and 2009, all of the Company’s sales arose in the PRC. In addition, all accounts receivable as of September 30, 2010 and 2009 were due from customers located in the PRC.

As of September 30, 2010 and December 31, 2009, no single customer accounted for more than 10% of the company’s accounts receivable.

Note 19 – Supplemental Cash Flow Disclosures

The following is supplemental information relating to the consolidated statements of cash flows:

	Nine Months Ended September 30,
	2010		2009
Cash paid for interest	$	37,058	$	54,602
Cash paid for income taxes	$	119,244	$	74,916

Note 20 – Commitments and Contingencies

Lease commitments

The Company has entered into several tenancy agreements for the lease of land and equipment for the purposes of its gas stations. The Company’s commitments for minimum lease payments under these operating leases for the next five years and thereafter as of September 30, 2010 are as follows:

Period ended September 30,
2011	$	271,294
2012		246,206
2013		153,482
2014		145,334
2015		134,084
Thereafter		189,059
Total	$	1,139,459

15

Capital commitment

Contracted but not yet provided for:
Investment in Fuyang Prosperous as disclosed in Note 1(d)	$	1,095,200

Note 21 – Segment Information

ASC 280-10 (formerly SFAS 131), “Disclosure about Segments of an Enterprise and Related Information” requires that companies disclose segment data based on how management makes decision about allocating resources to segments and evaluating their performance.

Pursuant to the requirements of ASC 280, that the Company has the following three reportable segments, identified based on the nature of products, the type or class of customers, and the methods used to distribute the Company’s products:

▪   Retail sales of Compressed Natural Gas (“CNG”) through operation of CNG filling stations;

▪   Retail sales of Liquefied Petroleum Gas (“LPG”) through operation of LPG filling stations; and

▪   Wholesale of CNG and LPG

During the nine months ended September 30, 2010, all of the Company’s operations were carried out in one geographical segment – China.

16

The following table sets out the Company’s segment information. The "Unallocated" column in the following table contains the reconciliation between the amounts for reportable segments and the consolidated amounts, which consists primarily of corporate items not allocated to the operating segments and intersegment eliminations. Intersegment sales are accounted for at fair value as if sales were to third parties.

	For the Nine Months Ended September 30,
Revenue from external customers	2010			2009
CNG retail	$	5,383,731		$	3,151,111
LPG retail		512,438			894,972
CNG and LPG wholesale		8,872,819			10,500,524
Unallocated		1,954,493			2,318,430
Consolidated	$	16,723,481		$	16,865,037
	For the Nine Months Ended September 30,
Net income		2010			2009
CNG retail	$	603,418		$	224,977
LPG retail		(60,391	)		25,766
CNG and LPG wholesale		(328,462	)		(187,539	)
Unallocated		277,435			118,041
Consolidated	$	492,000		$	181,245
	For the Nine Months Ended September 30,
Investment income from non-consolidated entities		2010			2009
Consolidated	$	235,985		$	235,386
	For the Nine Months Ended September 30,
Interest expenses		2010			2009
Consolidated	$	(37,058	)	$	(54,602	)
	For the Nine Months Ended September 30,
Income before noncontrolling interest and income taxes		2010			2009
Consolidated	$	608,583		$	257,106
	For the Nine Months Ended September 30,
Segment assets		2010			2009
CNG retail	$	2,073,046		$	1,605,344
LPG retail		67,582			64,355
CNG and LPG wholesale		1,390,697			1,225,898
Unallocated		27,697,728			25,412,736
Consolidated	$	31,229,053		$	28,308,333

17

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  

The following discussion contains forward-looking statements. Forward looking statements are identified by words and phrases such as “anticipate”, “intend”, “expect” and words and phrases of similar import. We caution investors that forward-looking statements are only predictions based on our current expectations about future events and are not guarantees of future performance. Our actual results, performance or achievements could differ materially from those expressed or implied by the forward-looking statements due to risks, uncertainties and assumptions that are difficult to predict, including those set forth in Item 1A above. We encourage you to read those risk factors carefully along with the other information provided in this Report and in our other filings with the SEC before deciding to invest i n our stock or to maintain or change your investment. We undertake no obligation to revise or update any forward-looking statement for any reason, except as required by law.

You should read this MD&A in conjunction with the Consolidated Financial Statements and Related Notes in Item 1.

Unless otherwise noted, all currency figures in this filing are in U.S. dollars. References to "Yuan" or "RMB" are to the Chinese Yuan (also known as the Renminbi). According to Bank of China, as of September 30, 2010, $1= 6. 6800 Yuan.

OVERVIEW

Our new primary business operations include: retail sales of CNG and operation of CNG filling stations; retail sales of LPG and operation of LPG filling stations; and wholesale of LPG and CNG. Our primary business is carried out by Origin Orbit through Anyang Prosperous and Anyang Top. Along with the reform and opening up and  China's sustained economic growth and rising consumption level, the gas industry as the basis of the energy industry, has been in a sustained and rapid development process, including LPG and CNG, and  other clean gas consumption. With China's sustained and rapid economic growth, and increasing social environmental awareness, clean, renewable energy has been encouraging by industrial policy. "The People's Republic of China National Economic and Social Development of the 11 th Five-Year Plan" clear ly declaim that optimizing the energy industry to accelerate the development of LPG, to expand cooperation with offshore LPG resources, and develop gas industry. Especially "implement clean energy car action plan, development of hybrid vehicles, and promote gas use on city buses, taxis and other industries”. LPG, CNG and other clean energy will play an important role in future, there will be immense room for development and a very good development prospects. We plan to add 4 stations in 2010, 20 new stations in 2011, which will be the highlights of the Company.

In the remainder of this filing and its exhibits, “we, us or our” refers to China Prosperous Clean Energy Corporation, Origin Orbit, Anyang Prosperous and Anyang Top, collectively. The results of operations discussed below are the consolidated results of China Prosperous Clean Energy Corporation, Origin Orbit, Anyang Prosperous and Anyang Top.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our management's discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us 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 as well as the reported net sales and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying v alue of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this management’s discussion and analysis.

18

Available-for-sale Investments

Available-for-sale investments are equity securities which the Company does not intend to sell in the near term. The investees are private companies and do not have a quoted market price in an active market, so the fair value of available-for-sale investment cannot be practicably estimated are stated in the balance sheet using the cost method. Temporary impairments of costs of such available-for-sale investments are reported in other comprehensive income, where as other than temporary impairments are reflected in earnings.

Goodwill

The Company accounts for acquisitions of business in accordance with ASC 850-10 “Business Combinations”, which may result in the recognition of goodwill. Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations accounted for under the purchase method. Goodwill is not subject to amortization but will be subject to periodic evaluation for impairment. Goodwill is stated in the condensed consolidated balance sheet at cost less accumulated impairment loss, if any.

Asset Impairment

(a)  Long-lived Assets

The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. An impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets, including goodwill, if any. An impairment loss is measured and recorded based on discounted estimated future cash flows. In estimating future cash flows, assets are grouped at the lowest level for which there is identifiable cash flows that are largely independent of future cash flows from other asset groups.

 (b)  Goodwill

The Company evaluates, on at least an annual basis, the carrying amount of goodwill to determine whether current events and circumstances indicate that such carrying amount may no longer be recoverable. To accomplish this, the Company compares the estimated fair value of its reporting units to their carrying amounts. If the carrying value of a reporting unit exceeds its estimated fair value, the Company compares the implied fair value of the reporting unit’s goodwill to its carrying amount, and any excess of the carrying value over the fair value is charged to earnings. The Company’s fair value estimates are based on numerous assumptions and it is possible that actual fair value will be significantly different than the estimates.

 Revenue Recognition

Revenue is recognized when the following four revenue criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed or determinable, and collectability is reasonably assured.

Sales revenue is recognized net of sales discounts and returns at the time when the merchandise is sold to the customer. Based on historical experience, management estimates that sales returns are immaterial and has not made allowance for estimated sales returns.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740-10, "Accounting for Income Taxes".  ASC 740-10 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years.  Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.  A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

19

Foreign Currency

The Company uses the United States dollars (“US Dollar” or “US$” or “$”) for financial reporting purposes. The Company maintains the books and records in its functional currency, Chinese Renminbi (“RMB”), being the primary currency of the economic environment in which its operations are conducted. In general, the Company translates its assets and liabilities into U.S. dollars using the applicable exchange rates prevailing at the balance sheet date, and the statement of income is translated at average exchange rates during the reporting period. Adjustments resulting from the translation of the Company’s financial statements are recorded as accumulated other comprehensive income.

The exchange rates used to translate amounts in RMB into U.S. Dollars for the purposes of preparing the condensed consolidated financial statements were as follows:

	September 30, 2010	December 31, 2009
Balance sheet items, except for paid-in capital and retained earnings as of the end of period	US$1:RMB6.6800	US$1:RMB6.8166
	Three months ended September 30, 2010	Three months ended September 30, 2009
Amounts included in the statements of income, statements of stockholders’ equity and statements of cash flows for the period	US$1:RMB6.7613	US$1:RMB6.8399
	Nine months ended September 30, 2010	Nine months ended September 30, 2009
Amounts included in the statements of income, statements of stockholders’ equity and statements of cash flows for the period	US$1:RMB6.7981	US$1:RMB6.8432

 Segment Information

ASC 280-10, “Disclosure about Segments of an Enterprise and Related Information” requires that companies disclose segment data based on how management makes decision about allocating resources to segments and evaluating their performance. Based on the requirements of SFASC 280-10, the Company has the following three reportable segments, identified based on the nature of products, the type or class of customers, and the methods used to distribute the Company’s products:

1. Retail sales of Compressed Natural Gas (“CNG”) through operation of CNG filling stations;

2. Retail sales of Liquefied Petroleum Gas (“LPG”) through operation of LPG filling stations; and

3. Wholesale of CNG and LPG

20

Recent Accounting Pronouncements

In January 2010, the FASB expanded the disclosure requirements for fair value measurements relating to the transfers in and out of Level 2 measurements and amended the disclosure for the Level 3 activity reconciliation to be presented on a gross basis. In addition, valuation techniques and inputs should be disclosed for both Levels 2 and 3 recurring and nonrecurring measurements. The new requirements are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about the Level 3 activity reconciliation which are effective for fiscal years beginning after December 15, 2010. Zhongte, Beiwei and Beichen adopted the new disclosure requirements on January 1, 2010 except for the disclosure related to the Level 3 reconciliation, which will be adopted on January 1, 2011. The adoption will not have an impact on its consolidated financial condition, results of operations or cash flows.

In October 2009, the FASB issued an amendment to the accounting and disclosure for revenue recognition. The amendment modifies the criteria for recognizing revenue in multiple element arrangements. Under the guidance, in the absence of vendor-specific objective evidence (“VSOE”) or other third party evidence (“TPE”) of the selling price for the deliverables in a multiple-element arrangement, this amendment requires companies to use an estimated selling price (“ESP”) for the individual deliverables. Companies shall apply the relative-selling price model for allocating an arrangement’s total consideration to its individual deliverables. Under this model, the ESP is used for both the delivered and undelivered elements that do not have VSOE or TPE of the selling price. The guidance is effective for the fiscal year beginning on or after September 15, 2010, and will be applied prospectively to revenue arrangements entered into or materially modified after the effective date. The Company intends to adopt the new guidance prospectively beginning January 1, 2011 and is currently evaluating the impact the adoption will have on its consolidated financial statements.

On July 1, 2009, the Financial Accounting Standards Board (“FASB”) officially launched the FASB Accounting Standards Codification (“ASC”), which has become the single official source of authoritative nongovernmental US GAAP, in addition to guidance issued by the Securities and Exchange Commission. The ASC is designed to simplify US GAAP into a single, topically ordered structure. All guidance contained in the ASC carries an equal level of authority. The ASC is effective for all interim and annual periods ending after September 15, 2009.

RESULTS OF OPERATIONS

The following table sets forth the amounts and the percentage relationship to revenues of certain items in our consolidated statements of income for the three months ended September 30, 2010 and 2009.

21

Profit & Loss for the quarter ended September 30, 2010 and 2009

	For the quarter ended September 30, 2010					For the quarter ended September 30, 2009					Changes
	Amount			Percentage of Revenue		Amount			Percentage of Revenue		Amount		Percentage
	$			(%)		$			(%)		$		$(%)
Sales	$	6,739,042		100	%		7,443,652		100	%	(704,610	)	(9.47	%)
Cost of Sales		5,746,539		85.27	%		6,650,337		89.34	%	(903,798	)	(13.59	%)
Gross Profit		992,503		14.73	%		793,315		10.66	%	199,188		25.11	%
Operating Expenses：		643,550		9.55	%		812,642		10.92	%	（169,092	)	（20.81	%)
Selling Expenses		432,372		6.42	%		604,803		8.13	%	(172,431	)	(28.51	%)
General & Administrative Expenses		211,178		3.13	%		207,839		2.79	%	3,339		1.61	%
Income from Operations		348,953		5.18	%		(19,327	)	(0.26	%）	368,280		1,905.52	%
Other Income (Expenses)：		72,658		1.08	%		55,190		0.74	%	17,468		31.65	%
Investment Income		79,100		1.17	%		78,400		(1.05	%)	700		0.89	%
Interest Expense		（4,827	)	（0.07	%)		(23,393	)	(0.31	%)	（18,566	)	(79.37	%)
Other Income (Expenses)		（1,616	)	（0.02	%）		183			%	(1,799	)	（983.06	%)
Income before Provision for Income Taxes		421,611		6.26	%		35,863		(0.48	%)	385,748		1,075.61	%
Provision for Income Taxes		60,834		0.90	%		24,205		0.33	%	36,629		151.33	%
Income before Noncontrolling Interest		360,777		5.35	%		11,658		0.16	%	349,119		2,994.67	%
Noncontrolling Interest		（2,599	)	（0.04	%）		(290	)		%	2,309		796.28	%
Net Income		363,376		5.39	%		11,948		0.16	%	351,428		2,941.32	%
Foreign Currency Translation Adjustment		146,197		2.17	%		26,837		0.36	%	119,360		444.76	%
Total Comprehensive Income		509,573		7.56	%		38,785		0.52	%	470,788		1,213.84	%

22

  Profit & Loss for the nine months ended September 30, 2010 and 2009

		For the nine months					For the nine months						Changes
		ended					ended
		September 30, 2010					September 30, 2009
		Amount		Percentage of Revenue			Amount			Percentage of Revenue			Amount			Percentage
		$					$						$			(%)
Sales		16,723,481		100.00	%		16,865,037			100.00	%		(141,556	)		(0.84	%)
Cost of Sales		14,401,031		86.11	%		14,664,584			86.95	%		(263,553	)	（1.80		%)
Gross Profit		2,322,450		13.89	%		2,200,453			13.05	%		121,997			5.54
Operating Expenses：		1,807,392		10.81	%		2,135,192			12.66	%		(327,800	)		(15.35	%)
Selling Expenses		1,244,261		7.44	%		1,556,742			9.23	%		(312,481	)	（20.07		%)
General & Administrative Expenses		563,131		3.37	%		578,450			3.43	%	（15,319		)	（2.65		%)
Income from Operations		515,057		3.08	%		65,261			0.39%	%		449,796			689.23	%
Other Income (Expenses)：		93,525		0.56	%		191,845			1.14%	%	（98,320		)		(51.25	%)
Investment Income		235,985		1.41	%		235,386			1.40%	%		(599	)		0.25	%
Interest Expense	（37,058 )		（0.22 %)			（54,602		)	（0.32		%)	（17,544		)	（32.13		%)
Other Income (Expenses)	（105,402 )		（0.63  %)				11,061			0.07	%		(116,463	)		1,052.92	%
Income before Provision for Income Taxes		608,583		3.64	%		257,106			1.52	%		351,477			136.70	%
Provision for Income Taxes		119,244		0.71	%		74,916			0.44	%		44,328			59.17	%
Income before Noncontrolling interest		489,339		2.93	%		182,190			1.08	%		(307,149	)		168.59	%
Noncontrolling Interest	（2,661 )		（0.02  %)				945			0.01	%		(3,606	)		(381.59	%)
Net Income		492,000		2.94	%		181,245			1.07	%		310,755			171.46	%
Foreign Currency Translation Adjustment		180,872		1.08	%	（24,952		)	（0.15		%)		205,824			824.88	%
Total Comprehensive Income		672,872		4.02	%		156,,293			0.93	%		516,579			330.52	%

23

The “Results of Operations” discussed in this section reflect the information and results of the Company for the three months and nine months ended September 30, 2010 and 2009.

SALES

Historical Financial Information for the quarter ended September 30, 2010 and for the quarter ended September 30, 2009:

	For the quarter ended September 30 2010			For the quarter ended September 30 2009			Change in Percentage (%)
Sales	$	6,739,042		$	7,443,652		(9.47%）
Net income	$	363,376		$	11,948			2,941.32	%
Net Income as a percentage of sales	$	5.40	%	$	0.16	%		5.24	%

The Company’s consolidated sales decreased to $6,739,042 for the quarter ended September 30, 2010, a 9.47% decrease from $7,443,652 reported for the quarter ended September 30, 2009. The decrease in revenue resulted primarily from the following factors:

1)   The sales of our three LPG stations decrease by 75.34%,which was affected by energy policies and the LPG taxis being out of the market.

2)   Although customers affected by economic crisis in 2009 were being in recovery, LPG wholesale business still declined by 19.59% compared with the same quarter of last year. Meanwhile, we are trying to develop the market. The growth rate increased by 56.44% and 26.95% compared with the first quarter and second quarter,respectively.

Our consolidated net income increased by 2,941.32% to $363,376 for the quarter ended September 30, 2010, as compared to $11,948for the quarter ended September 30, 2009. This decrease was attributable to:

1)	The CNG retail business market continued to expand with strong profitability, resulting in the increase of gross profit.
2)	Pipe project of Shijiazhuang City was put into operation during this quarter, whose net income accounted for 18.32% of the consolidated net income, resulting in the increase of consolidated net income.
3)	Along with the decline of LPG wholesale business, the related variable expense -- transportation expenses also decreased 82% at the same time.

24

Revenues breakdown by segments for the quarter ended September 30, 2010 and for the quarter ended September 30, 2009 (in US Dollar)

Items	For the quarter ended September 30, 2010 ($)		Percentage (%)			For the quarter ended September 30, 2009 ($)		Percentage (%)			Change in Amount ($)			Change In Percentage  (%)
CNG retail		2,621,236		38.90	%		980,738		13.18	%		1,640,498			167.27	%
CNG wholesale		-		-	%		3,373		0.05	%		(3,373	)		(100.00	%)
LPG retail		214,483		3.18	%		359,107		4.82	%		(144,624	)		(40.27	%)
LPG wholesale		3,806,563		56.49	%		4,734,210		63.60	%		(927,647	)		(19.59	%)
Others		96,760		1.44	%		1,366,224		18.35	%		（1,269,464	)		（92.92	%
TOTAL		6,739,042		100.00	%		7,443,652		100.00	%		(704,610	)		(9.47	%)

The CNG retail for the quarter ended September 30, 2010 was increased by 167.27% as compared to the quarter ended September 30, 2009. This was mainly due to:

1)   Pursuant to the "The Guideline Catalog of Industrial Structure Adjustment (2007)"  issued by National Development and Reform Commission (NDRC) new and clean energy vehicles were officially listed among the “encouraged products” and CNG/petroleum dual-fuel automobiles, a major type of clean energy vehicles,  are staged for full promotion by NDRC, which lead to the significant increase in our CNG retail sales;

2)   In July 2010, a filling station of Anyang was put into operation, resulting in increase in sales.

3)   After one year’s operation in Jiaozuo City, Jiaozuo company strengthened cooperation with opponent and unified the price to avoid vicious competition among each other, making the company step into a healthy operation track,which caused the sales increased by 21.85% comparesd the same quarter of last year.  

LPG retail sales fell by 40.27% compared to the same quarter of 2009. This was mainly due to the shift of favorable policy preference from LPG/gas dual-fueled vehicles to CNG/gas dual-fueled vehicles by central and local governments. As a result, our main LPG retail customers, taxis and city buses, have been converted to CNG dual-fuel vehicles, which caused the decrease in our existing LPG retail sales. In addition,since the construction and expansion of road in Handan city, our LPG filling station in Handan had to ceased the business.

25

Other sales decreased by 92.92% compared to the third quarter of 2009. This is mainly due to the blending of DME with LPG. DME is a colorless gas which can be mixed with LPG to improve the heating energy. Along with the decline of LPG business,the sales of DME decreased, meanwhile, the government has set the standards of the rate on the blending of DME with LPG, which was also one  factors of the decline of DME sales.

COST OF SALES (COS)

COS for the quarter ended September 30, 2010 was $5,746,539 which is 85.27% of total revenues and represents a 13.59% decrease as compared to$6,650,337 and 89.34% of total revenues for the quarter ended September 30, 2009. The decrease in COS as a percentage of total revenue was primarily because along with the increasing demand for natural gas, CNG sale prices increased more quickly than procurement price, which led to the decrease in COS as a percentage of total revenue.

COS as a percentage of revenue may fluctuate in the future. This fluctuation may primarily be due to changes in the price of our procurement price and selling price, which can have a significant impact on the COS. The Company will adopt proper measures to reduce fluctuations in the COS. These measures includes: centralized purchasing to obtain lower prices of raw materials, maintaining long-term stable cooperative relations with the existing gas source suppliers, increasing the development of new gas suppliers, and solving gas supply problems and reducing the cost of sales by way of joint venture and self-built CNG mother stations.

GROSS PROFIT MARGIN

Gross Profit Margin of major products in 2010 and 2009 (for the quarter ended September 30):

Gross Margin	2010		2009		Comparisons
TOTAL		14.73%		10.66%		4.07%
CNG Retail		36.65%		34.80%		1.85%
CNG Wholesale				35.49%		(100.00%)
LPG Retail		16.07%		21.53%		(5.46%)
LPG Wholesale		1.08%		7.07%		(5.99%)

Raw Material Procurement

We were able to maintain relatively low purchase price even given the strong fluctuation of LPG price.

Average Price of Raw Material in the quarter ended September 30, 2010 and 2009 (net of tax)

Quarter Ended September 30	Retail LPG (per ton)		Wholesale LPG (per ton)		CNG (per cube)
2009	$	603.53	$	493.52	$	0.30
2010	$	681.97	$	596.48	$	0.32

26

SELLING EXPENSES

Selling expenses for the quarter ended September 30, 2010 mainly included the salary of sales personnel and transportation cost. In the third quarter of 2010, selling expenses amounted to $ 432,372, representing 6.42% of total revenue. The retail business sells its product through its own retail outlets whereas the wholesale business sells its product in the domestic market through direct distribution. The major component of selling expenses is transportation cost. The company mainly uses tank trucks to transport its products. In the third quarter of 2010, the transportation cost decreased 50.20% to approximately $173,789 compared with approximately $348,945 in the same quarter 2009.

The selling expenses for the quarter ended September 30, 2010 was decreased by 28.51% as compared to $640,843 for the quarter ended September 30, 2009. The main reason is that we were able to lower the transportation cost by directly transporting the products trough the distribution pipeline operated by Henan Ancai Energy Co., Ltd, of which we acquired 15% of the ownership on December 9, 2009.

GENERAL AND ADMINISTRATIVE EXPENSES

The general and administrative expenses for the quarter ended September 30, 2010, mainly included the salary and welfare of the management personnel and office related expenses, $211,178, which accounted for 3.13% of total sales. For the quarter ended September 30, 2009, the general and administrative expenses was $207,839, accounted for 2.79% of total sales, which represents a 1.61% increase. The reason of the increase was that the business of Pingdingshan station in inventory-taking about $7,321 shall be disposed and accounted into the general and administrative expenses.

FINANCING COSTS

The financial expenses mainly consisted of interest expenses and bank charges. For the quarter ended September 30, 2010, interest expenses was $4,827. For quarter ended September 30, 2009, it was $23,393 representing 0.31% of total sales.

The main reason for the decrease of the $18,566 interest expenses, which represents a 79.37% decrease as compared to $23,393 for the quarter ended September 30, 2009, the reason is that a one-year term loan of Jinan company , $440,100 maturing on March 24,2010 had been paid back on time.

INCOME FROM OPERATIONS

The Company's consolidated income from operations for the quarter ended September 30, 2010 increased by 1,905.52% to $348,953, from($19,327) reported for the quarter ended September 30, 2009. This was mainly due to:

1) Pipe project of Shijiazhuang City was put into operation during this quarter,and the CNG retail business market continued to expand strong profitability, resulting in the increase of gross profit.

2) Decreased in transportation expenses, along with the decline of LPG wholesale business, the related variable expense -- transportation expenses also decreased at the same time, but the increase in CNG caused increase in operating income.

We believe income from operations will show further improvements as we will continue building new CNG filling stations with further revenue source, aided by prudent cost controls on both the production and operating components of our business. We anticipate further improvements in cost of sales, increased sales and market share. Thus, while management expects this factor to favorably benefit gross and operating income, we also anticipate that with the addition of quality members to management, efficiency will be enhanced, which will also improve margins.

27

We are positive about the future increase in the net income as it will benefit from the following factors:

a)   We will continue building new CNG filling stations as to expand our market share, such as Linying mother station that was completed in September 2010, equipment installation teating for which is under way. The second gas station  in Changzhi is being built and will be completed by the end of 2010;

b)   The Company will take proper measures to reduce fluctuations in the COS. These measures includes: centralized purchasing to obtain lower prices of raw materials, maintaining long-term stable cooperative relations with the existing gas source suppliers, increasing the development of new gas suppliers, and solving gas supply problems and reducing the cost of sales by way of joint venture and self-built CNG mother stations.

c)   We are also looking forward to reorganization and optimization of existing management processes, improvement of internal management, increase management efficiency and reduction of administrative costs, which will lead to the increase of our profits.

NET INCOME

The net income for the quarter ended September 30, 2010 was $363,376 and 5.39% of sales, comparing to $11,948 and 0.16% in the same quarter in 2009. The main reason of the increase was that the CNG business with strong profitability increased,and gross profit increased,but the related variable expense decreased, which resulted in the incrase of net income of 2,941.32%.

ACCOUNT RECEIVABLE

Account receivable balance as of September 30, 2010 and December 31, 2009 was $170,856and $360,581, respectively The average turnover rate of account receivable is 29 times, or 12 days.

LIQUIDITY AND CAPITAL RESOURCES

The primary source of liquidity had been cash generated from operations. Historically, the primary liquidity requirements were for capital expenditures and working capital and investments. Our contractual obligations, commitments and debt service requirements over the next several years are insignificant.

Our primary source of liquidity will continue to be cash generated from operations as well as existing cash on hand. If our current cash and cash equivalents and cash generated from operations will not satisfy our expected working and other capital requirements for the foreseeable future based on current business strategy and expansion plan, we will have available resources to meet both our short-term and long-term liquidity requirements, including debt service. If our cash flow from operations is insufficient to fund our debt service and other obligations, we may choose to use other means available to us such as to increase our borrowings under our lines of credit, reduce or delay capital expenditures, seek additional capital or seek to restructure or refinance our indebtedness.

As of September 30, 2010 and December 31, 2009, the Company had cash and cash equivalents of approximately $4,570,452 and $989,427 respectively.

The following is a summary of cash provided by or used in each of the indicated types of activities during the nine months ended September 30, 2010 and 2009:

28

Cash provided by (used in):	Nine months  ended September 30, 2010			Nine months  ended September 30, 2009			Change
							Amount			Percentage
	($)			($)			($)			(%)
Operating Activities		3,733,000			(2,197,204	)		5,930,204			270	%
Investing Activities		(2,341,514	)		(476,792	)		(1,864,722	)		391	%
Financing Activities		2,443,487			6,770,713		（4,327,226）				(63.91	%)

Net cash flow provided by operating activities was $3,733,000 in the nine months ended September 30, 2010, as compared to net cash flow provided by operating activities of ($2,197,204) in the nine months ended September 30, 2009, representing a increase of $4,361,694 or199%. Along with the recovery of Chinese economy, we will maintain long-term stable cooperative relations with our existing gas source suppliers, increase the development of new gas suppliers, solve gas supply problems and reduce cost of sales by way of joint venture and self-built CNG mother stations, so as to reduce fluctuations in the COGS and by doing so, cash flow used in operating activities will meet our liquidity requirements.

The increase in net cash inflows from operating activities was mainly due to:

1)	The customers of payment in advance reduced. on December 9, 2009, Anyang Prosperous acquired 15% of the shares of Henan Ancai Energy Co., Ltd. Payment in advance of the purchasement was turned into the investment after finishing the acquire procedure in 2010.
2)	Payment advances from customers;
3)	Increased in Net Income.

Net cash flow used in investing activities was ($773,004) for the nine months ended September 30, 2010, as compared to net cash used in investing activities of ($2,341,514) for the nine months ended September 30, 2009, representing a decrease of ($1,864,722) or (391%). The decrease of net cash flow used in investing activities was mainly because we prepaid $2,357,088 for fixed assets.

 Net cash flow provided by financing activities was $2,443,487 for the nine months ended September 30, 2010 as compared to net cash provided by financing activities of $6,770,713 for the nine months ended September 30, 2009, representing a decrease of ($4,,327,226)or (69%). This is mainly due to repayments of some of the loans from other third party.

We do not believe that inflation had a significant negative impact on our results of operations during 2010.

As of September 30, 2010, our total assets were $31,229,053 and our total liabilities were $20,030,268. Our debt to total assets ratio, calculated as total liabilities (including short-term debt and payables) over total assets, was 0.64:1.

29

As of December 31, 2009, our total assets were $28,308,333 and our total liabilities were $17,780,018. Our debt to total assets ratio, calculated as total liabilities (including short-term debt and payables) over total assets, was 0.63:1.

As of September 30, 2010, cash balance was $4,569,592, which accounted for 15% of total assets. The inventories as of September 30, 2010 were $1,021,980. For the quarter ended September 30, 2010, the company generated net cash flow of $2,733,000 from operating activities whereas net cash used in investing activities was ($2,341,514). Net cash provided from financing activities amounted to $2,443,487. As a result, net cash increased by $3,874,972 for the quarter ended September 30, 2010.

Based on past performance and current expectations, we believe our cash and cash equivalents, cash generated from operations, as well as future possible cash investments, will satisfy our working capital needs, capital expenditures and other liquidity requirements associated with our operations for at least the next 12 months.

INCOME TAXES

The Company being incorporated in the State of Nevada is not subject to any income tax according to the rules and regulations of the State of Nevada. Before January 1, 2008, the Company’s subsidiaries in the PRC were generally subject to PRC enterprise income tax at 33%. On March 16, 2007, the PRC government promulgated a new tax law, China’s Unified Corporate Income Tax Law (“New CIT Law”), which took effect from January 1, 2008. Under the New CIT Law, foreign-owned enterprises as well as domestic companies are subject to a unified tax rate of 25%. Accordingly, the Company’s subsidiaries in the PRC have been subject to the PRC corporate income tax at a rate of 25% on their taxable income arising in the PRC commencing from January 1, 2008. The effect of this change in tax rate has been reflected in the cal culation of deferred income tax assets as of March, 31, 2008 and thereafter.

The Company’s provision for income taxes consisted of:

	For the Three Months
	Ended September 30,
	2010		2009
Current – PRC	$	60,834	$	24,205
Deferred	$	60,834	$	24,205

OFF-BALANCE SHEET ARRANGEMENTS

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as stockholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. 

30

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

                We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, 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 pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were effective as of the end of the period covered by this report.

Changes in Internal Controls

                We have also evaluated our internal controls for financial reporting, and there have been no change in our internal control over financial reporting or in other factors that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting subsequent to the date of last evaluation.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Currently we are not involved in any pending litigation or legal proceeding.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On June 19, 2008, Walter Brenner and Horst Balthes (the "Affiliate Sellers"), two major shareholders and affiliates of the Company consummated two Affiliate Stock Purchase Agreements (the "Affiliate Agreements") with Oracular Dragon. Pursuant to the terms and conditions of the Affiliate Agreements, Oracular Dragon acquired from the Affiliate Sellers a total 3,100,000 shares of common stock of the Company for a total price of $ 75,000.  Also on June 19, 2008, a group of non-Affiliate Stockholders ("Non-Affiliate Sellers") of the Company consummated a Non-Affiliate Stock Purchase Agreement ("Non-Affiliate Agreement") with Oracular Dragon. Pursuant to the terms and conditions of the Non-Affiliate Agreement, Oracular Dragon acquired from the Non-Affiliate Sellers a total 1,424,231 shares of common stock of the Company for a total p rice of $ 271,586. As the result, Oracular Dragon acquired from Affiliate and Non-Affiliate Sellers a total 4,524,231 shares of common stock of the Company, representing approximately 73.7% of the total issued and outstanding shares of the Company.

Oracular Dragon is a company organized under the laws of British Virgin Islands and has its principal place of business in the People’s Republic of China. Oracular Dragon is neither a U.S Person, as such term is defined in Rule 902(k) of Regulation S, nor is it located within the United States.

On June 30, 2008, the Company entered a share exchange agreement ("Share Exchange Agreement”) under which the Company issued 5,865,000 shares of its common stock, par value $ 0.00001, to Oracular Dragon in exchange for all the issued and outstanding shares that Oracular Dragon owned in Origin Orbit Green Resource Company, Ltd. (“Origin Orbit”), the wholly-owned subsidiary of Oracular Dragon (“Share Exchange Transaction”).

31

The Share Exchange Transaction is the final part of a series of consecutive transactions including the Affiliate and Non-Affiliate Stock Purchase Transactions consummated on June 19, 2008 (“Stock Purchase Transactions”). The Share Exchange Transaction and Stock Purchase Transactions, combined together, were to ensure that the Company was able to acquire 100% of the beneficial ownership interest in Origin Orbit.

Origin Orbit is a holding company that, on April 4, 2007, acquired 100% of the capital stock of Anyang Prosperous Energy Technology Developing Co., Ltd. (“Anyang Prosperous”) and Anyang Top Energy Green Resources Co., Ltd. (“Anyang Top”), both of which were organized under the laws of the People’s Republic of China (“PRC”). Upon the acquisition of Origin Orbit, Anyang Prosperous and Anyang Top became our subsidiaries that we own through Origin Orbit.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

   None.

ITEM 5. OTHER INFORMATION

None.

32

ITEM 6. EXHIBITS

The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:

Exhibit No.	Description
3.1	Articles of Incorporation (1)
3.2	Bylaws (1)
10.1	Affiliate Stock Purchase Agreement between Walter Brenner and Oracular Dragon Capital Company, Ltd. (2)
10.2	Affiliate Stock Purchase Agreement between Horst Balthes and Oracular Dragon Capital Company, Ltd.(2)

10.3	Non-Affiliate Stock Purchase Agreement (2)
10.4	Share Exchange Agreement, dated June 30, 2008, between Company and Oracular Dragon Capital Company, Ltd.(3)
31.1	Section 302 Certificate of Chief Executive Officer *
31.2	Section 302 Certificate of Chief Financial Officer *
32.1	Section 906 Certificate of Chief Executive Officer *
32.2	Section 906 Certificate of Chief Financial Officer *

* filed herewith

(1) Incorporated by reference to the Form SB-2 registration statement filed on June 29, 2007.

(2) Incorporated by reference to the Report on Form 8-K as filed on June 20, 2008

(3) Incorporated by reference to the Report on Form 8-K as filed on June 30, 2008.

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.

Date: November 12, 2010	CHINA PROSPEROUS CLEAN ENERGY CORPORATION
	/s/Hongjie Zhou
	Hongjie Zhou
	Acting Chief Financial Officer

33

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Wei Wang, certify that:

1. I have reviewed this quarterly report on Form 10-Q of China Prosperous Clean Energy Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 12, 2010

/s/ Wei Wang

     Wei Wang

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Hongjie Zhou, certify that:

1. I have reviewed this quarterly report on Form 10-Q of China Prosperous Clean Energy Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 12, 2010

/s/ Hongjie Zhou

     Hongjie Zhou

Acting Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of China Prosperous Clean Energy Corporation (the “Company”) on Form 10-Q for the period ended September 30, 2010 as filed with the Securities and Exchange Commission (the “Report”), I, Wei Wang, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 12, 2010	/s/ Wei Wang
	Wei Wang Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of China Prosperous Clean Energy Corporation (the “Company”) on Form 10-Q for the period ended September 30, 2010 as filed with the Securities and Exchange Commission (the “Report”), I, Hongjie Zhou, Acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 12, 2010	/s/ Hongjie Zhou
	Hongjie Zhou Acting Chief Financial Officer