Heckmann CORP (Form: 8-K, Received: 11/05/2008 16:40:23)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) October 30, 2008

HECKMANN CORPORATION

(Exact Name of Registrant as Specified in Charter)


Delaware	001-33816	26-0287117
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

75080 Frank Sinatra Drive, Palm Desert, CA 92211

(Address of Principal Executive Offices) (Zip Code)

(760) 341-3606

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

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

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

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

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

Item 1.01. Entry into a Material Definitive Agreement.

As disclosed under the headings “The Merger” and “The Merger Agreement” beginning on pages 47 and 76, respectively, in the Registration Statement on Form S-4 (333-151670) (the “Registration Statement”), which disclosures are incorporated herein by reference, Heckmann Corporation, a Delaware corporation (“Heckmann”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) on May 19, 2008, as amended on September 29, 2008, among Heckmann, Heckmann Acquisition II Corp., a Delaware corporation and Heckmann’s wholly owned subsidiary (“Merger Sub”), and China Water and Drinks, Inc., a Nevada corporation (“China Water”). Item 2.01 of this report discusses the consummation of the merger and various other transactions and events contemplated by the Merger Agreement and is incorporated herein by reference.

Amendment to Merger Agreement

On October 30, 2008, Heckmann, Merger Sub and China Water entered into Amendment No. 2 to the Merger Agreement (the “Merger Amendment”) to reflect Heckmann’s agreement to eliminate two closing conditions and to clarify the definition of “Total Cash Consideration.” A copy of the Merger Amendment is attached hereto as Exhibit 2.1B and incorporated herein by reference.

Amendment No. 3 to Xu Majority Stockholder Consent Agreement

In connection with the execution of the Merger Agreement, Mr. Xu Hong Bin, China Water’s president, entered into a Majority Stockholder Consent Agreement, as amended on September 19, 2008 and again on September 26, 2008, with Heckmann, pursuant to which he consented to the merger, made certain elections with respect to his shares of China Water common stock, and agreed to certain restrictions on the shares of Heckmann common stock to be received by him in the merger. On October 30, 2008, Heckmann, Mr. Xu, and Kotex Development Limited, a company organized under the laws of the British Virgin Islands and wholly owned by Mr. Xu (the “Affiliated Entity”), entered into Amendment No. 3 to Majority Stockholder Consent Agreement (“Amendment No. 3”) to provide for the transfer of Mr. Xu’s shares of Heckmann common stock received in the merger to the Affiliated Entity, subject to the Affiliated Entity’s compliance with the contractual restrictions on such shares and other terms of the Majority Stockholder Consent Agreement. A copy of Amendment No. 3 is attached hereto as Exhibit 10.19C and incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

Completion of Merger

On October 30, 2008, Heckmann and Merger Sub consummated a merger with China Water pursuant to the Merger Agreement, as amended, with Merger Sub remaining as the surviving entity.

Assuming that all China Water stockholders that have not made a cash or stock election to date will elect to take Heckmann common stock and after giving effect to certain agreements among Heckmann, China Water and certain China Water stockholders (as disclosed in Heckmann’s current reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 20, 2008 and September 29, 2008), as well as elections made by China Water stockholders pursuant to the Merger Agreement, upon the merger, the holders of China Water’s common stock will receive an aggregate of $45.0 million in cash consideration and will be issued an aggregate of approximately 60.3 million shares of Heckmann common stock. In addition, holders of warrants to purchase China Water common stock will be issued warrants to purchase an aggregate of approximately 2.7 million shares of Heckmann common stock in connection with the closing of the merger. In addition, in consideration for granting certain waivers, releases, suspensions, and relinquishments of rights related to their China Water common stock, China Water’s noteholders and private placement investors are eligible to share in contingent payments of $45.0 million and $85.5 million, respectively, payable in 2010, if Heckmann achieves a stated net income target for its fiscal year ended December 31, 2009.

In connection with the approval of the merger, the Heckmann stockholders approved an amendment to Heckmann’s Amended and Restated Certificate of Incorporation, to make Heckmann’s existence perpetual.

In connection with the Heckmann stockholder vote to approve the merger, Heckmann stockholders who (i) purchased Heckmann common stock in Heckmann’s initial public offering (“IPO Shares”), (ii) voted against the merger, and (iii) follow the applicable procedures for conversion, have the right to convert their IPO Shares into cash from the trust account established in connection with the IPO. Stockholders owning 1,274,451 IPO Shares voted against the merger and assuming all such stockholders properly follow the procedures to convert their IPO Shares into a pro rata portion of the cash held in the trust account (the “Conversion”), Heckmann will pay such stockholders an aggregate of approximately $8.8 million pursuant to the Conversion. Immediately following the consummation of the merger and assuming the Heckmann stockholders that voted against the merger convert their IPO Shares into cash pursuant to the Conversion, Heckmann had 127,954,849 shares of common stock and warrants to purchase 77,378,220 shares of common stock issued and outstanding.

Prior to the merger, Heckmann was a blank check company with no operations, formed as a vehicle for an acquisition of an operating business. The following information, which is required by Item 2.01(f) of Form 8-K, reflects the post-merger company on a consolidated basis (the “Company”).

Business

The business of the Company is described in the Registration Statement in the Section entitled “Information About China Water” beginning on page 101, which is incorporated herein by reference.

Risk Factors

The risks associated with the Company’s business are described in the Registration Statement in the Sections entitled “Risk Factors – Risks Related to China Water’s Business” and “Risk Factors – Risks Related to Doing Business in China” beginning on pages 28 and 35, respectively, which are incorporated herein by reference.

Financial Information

The “Selected Historical Consolidated Financial Data of China Water” beginning on page 20 of the Registration Statement is incorporated herein by reference. “China Water’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 112 of the Registration Statement is incorporated herein by reference.

Properties

The principal executive offices of the Company are located at 75080 Frank Sinatra Drive, Palm Desert, CA 92211. The other properties and facilities of the Company are described in the Registration Statement in the Section entitled “Information About China Water” beginning on page 101, which is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information with respect to the beneficial ownership of shares of the Company’s common stock as of October 30, 2008, by: (i) each person known by us to be the owner of more than 5% of our outstanding shares of the Company’s common stock, (ii) each officer and director, and (iii) all officers and directors as a group. Each stockholder’s beneficial ownership is based on 127,954,849 shares of Heckmann common stock outstanding, which assumes that all of the Heckmann stockholders that voted against the merger elect to convert their IPO Shares into cash pursuant to the Conversion.


Name and Address of Beneficial Owner (1)	Number of Shares of Common Stock Beneficially Owned (2)		Percentage Ownership
Richard J. Heckmann (3) (4) Chairman of the Board and Chief Executive Officer	18,152,736		14.2	%

Lou Holtz (5) Director	1,188,232		*

Alfred E. Osborne, Jr. (6) Director	596,116		*

Dan Quayle (6) Director	594,116		*

Xu Hong Bin Director—Nominee 17, J Avenue Yijing Garden, Aiguo Road, Louhu District, Shenzhen City, China	18,639,000	(7)	14.6	%

Timothy L. Traff (8) Director-Nominee	84,000		*

Andrew D. Seidel Director-Nominee	17,000		*

Donald G. Ezzell (3) Vice President, General Counsel and Secretary	75,000		*

Brian Anderson (3) Vice President of Finance	75,000		*

Executive officers, directors and director-nominees as a group	39,421,200		30.8	%

Alydar Partners, LLC (9) 222 Berkeley St., 17th Floor Boston, MA 02116	7,553,000		5.9	%

Pinnacle China Fund, L.P. (10) 4965 Preston Park Blvd., Suite 240 Plano, TX 75093	7,545,482		5.9	%

The Pinnacle Fund, L.P. (11) 4965 Preston Park Blvd., Suite 240 Plano, TX 75093	7,545,482		5.9	%

*	Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.

(1)

Unless otherwise indicated, the address for each director and officer is c/o Heckmann Corporation, 75080 Frank Sinatra Dr., Palm Desert, California 92211. Unless otherwise indicated, Heckmann believes that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The information in this table is based on statements in filings with the SEC, or other reliable information available to Heckmann.

(2)

Beneficial ownership of shares and percentage ownership are determined in accordance with the rules of the SEC. In calculating the number of shares beneficially owned by an individual or entity and the percentage ownership of that individual or entity, shares underlying warrants held by that individual or entity that are either currently exercisable or exercisable within 60 days from October 1, 2008 are deemed outstanding. These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other individual or entity.

(3)

Heckmann Acquisition, LLC is the record holder of all of these shares. Heckmann Enterprises, Inc. is the sole managing member of Heckmann Acquisition, LLC. Mr. Heckmann is the sole stockholder of Heckmann Enterprises, Inc., and may be considered to have beneficial ownership of the Heckmann Acquisition, LLC’s interests. Mr. Heckmann disclaims beneficial interest of any shares in which he does not have a pecuniary interest, including 75,000 units to which Mr. Ezzell has certain rights and 75,000 units to which Mr. Anderson has certain rights.

(4)	Includes 5,000,000 shares of common stock underlying sponsor warrants that will become exercisable on the later of (i) the effective date of the registration statement on Form S-1 filed on October 23, 2008, or (ii) November 9, 2008.

(5)	Includes 1,000,000 shares of common stock underlying sponsor warrants that will become exercisable on the later of (i) the effective date of the registration statement on Form S-1 filed on October 23, 2008, or (ii) November 9, 2008.

(6)	Includes 500,000 shares of common stock underlying sponsor warrants that will become exercisable on the later of (i) the effective date of the registration statement on Form S-1 filed on October 23, 2008, or (ii) November 9, 2008.

(7)

This amount excludes 6.1 million shares of Heckmann common stock issuable to Chen Xing Hua and other China Water stockholders (none of whom are China Water employees) in exchange for 7.6 million shares of China Water common stock that Mr. Xu has agreed to transfer to them on or about the closing of the merger as an inducement for them to take a reduced price for their shares as described under “Certain Relationships and Related Transactions and Director Independence—Majority Stockholder Consent Agreements.”

(8)	Mr. Traff disclaims beneficial ownership of 4,000 shares held in custodial accounts for his two children.

(9)

Based on information contained in the Schedule 13G/A filed on October 10, 2008 and on Form 3/A filed on November 4, 2008 by John A. Murphy, Alydar Capital, LLC, Alydar Partners, LLC, Alydar Fund, L.P., Alydar QP Fund, L.P., Alysheba Fund, L.P., Alysheba QP Fund, L.P., Alysun Fund, L.P., Alysun QP Fund, L.P., Alydar Fund Limited, Alysun Fund Limited and Alysheba Fund Limited. Pursuant to the 13G, John A. Murphy is managing member of Alydar Capital, LLC and Alydar Partners, LLC. Alydar Capital, LLC is the general partner of Alydar Fund, L.P., Alydar QP Fund, L.P., Alysheba Fund, L.P., Alysheba QP Fund, L.P., Alysun Fund, L.P. and Alysun QP Fund, L.P. Alydar Partners, LLC is the investment manager of Alydar Fund, L.P., Alydar QP Fund, L.P., Alysheba Fund, L.P., Alysheba QP Fund, L.P., Alysun Fund, L.P., Alysun QP Fund, L.P., Alydar Fund Limited, Alysun Fund Limited and Alysheba Fund Limited. Includes 70,000 shares of common stock underlying warrants that will become exercisable on the later of (i) the effective date of the registration statement on Form S-1 filed on October 23, 2008, or (ii) November 9, 2008.

(10)

Mr. Barry M. Kitt, the Manager of Kitt China Management, LLC, the Manager of Pinnacle China Management, L.L.C., the General Partner of Pinnacle China Advisors, L.P., the General Partner of Pinnacle China Fund, L.P., has dispositive and voting power over the shares. Mr. Kitt and Pinnacle China Fund, L.P. disclaim aggregation with any shares held by The Pinnacle Fund, L.P.

(11)

Mr. Barry M. Kitt, the Sole Member, Pinnacle Fund Management, L.L.C., the General Partner of Pinnacle Advisers, L.P., the General Partner of Pinnacle Fund, L.P., has dispositive and voting power over the shares. Mr. Kitt and The Pinnacle Fund, L.P. disclaim aggregation with any shares held by Pinnacle China Fund, L.P.

Directors and Executive Officers

The directors and executive officers of the Company immediately after the consummation of the merger are described in the Registration Statement in the Section entitled “Heckmann Directors and Executive Officers and Corporate Governance” beginning on page 143, which is incorporated herein by reference. Reference is made to the disclosure set forth under Item 5.02 of this Form 8-K regarding the reconstitution of the board of directors, which is incorporated herein by reference.

Executive Compensation

The executive compensation of the Company’s executive officers and directors is described in the Registration Statement in the Section entitled “Executive Compensation” beginning on page 153, which is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The description of certain relationships and related transactions of the Company are described in the Registration Statement in the Section entitled “Certain Relationships and Related Transactions, and Director Independence” beginning on page 151, which is incorporated herein by reference. Following the merger, the Company’s Board of Directors will consist of eight members, and it is anticipated five of them will be considered “independent” under the director independence standards of The New York Stock Exchange.

Legal Proceedings

The Company’s legal proceedings are described in the Registration Statement in the Sections entitled “Information about Heckmann – Legal Proceedings” and “Information about China Water – Legal Proceedings,” on pages 96 and 111, respectively, which are incorporated herein by reference.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

The disclosure contained in the Registration Statement in the Section entitled “Market Prices and Dividends and Other Distributions” beginning on page 23 is incorporated herein by reference.

Recent Sales of Unregistered Securities

Reference is made to the disclosure set forth under Item 3.02 of this Form 8-K regarding recent sales of unregistered securities, which is incorporated herein by reference.

Description of Registrant’s Securities to be Registered

The disclosures contained in the Registration Statement in the Section entitled “Description of Heckmann Securities” beginning on page 161 is incorporated herein by reference.

Indemnification of Directors and Officers

The indemnification of the directors and officers of the Company is described in the Registration Statement in the Section entitled “Comparison of Rights of Stockholders of Heckmann and China Water – Limitation of Personal Liability of Directors and Indemnification” beginning on Page 173, which is incorporated herein by reference.

Financial Statements and Supplementary Data

The financial statements are incorporated by reference from Item 9.01 of this Form 8-K.

Financial Statements and Exhibits

The financial statements and exhibits are incorporated by reference from Item 9.01 of this Form 8-K.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosures contained in the Registration Statement in the Section entitled “Information about Heckmann – Founder’s Private Placement” beginning on page 92 is incorporated herein by reference. In addition, on October 8, 2008, China Water issued 199,000 shares of China Water common stock to certain China Water employees and consultants. Each share granted to such employees and consultants was converted into 0.8 shares of Heckmann common stock in the merger.

Item 3.03. Material Modification to Rights of Security Holders.

The disclosures contained in Item 5.03 of this Form 8-K are incorporated herein by reference. In addition, upon the consummation of the merger, each outstanding warrant issued by China Water to purchase shares of China Water common stock was assumed by Heckmann and converted automatically into a warrant to purchase shares of Heckmann common stock. The number of shares of Heckmann common stock issuable under such warrants, and the exercise prices for such warrants, were adjusted based on the 0.8 exchange ratio.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of the consummation of the merger, Messrs. Xu Hong Bin, Timothy L. Traff and Andrew D. Seidel were appointed as directors of the Company. Messrs. Richard J. Heckmann, Lou L. Holtz, Alfred E. Osborne, Jr., and Dan Quayle continued as directors of the Company. Reference is made to the disclosure in the Registration Statement in the Section entitled “Heckmann Directors and Executive Officers and Corporate Governance” beginning on page 143, which is incorporated herein by reference.

Effective as of October 30, 2008, the Company and Mr. Xu entered into an Executive Employment Agreement, which terminates on December 31, 2011. The agreement provides that Mr. Xu will serve as a member of Heckmann’s board of directors and the Company’s board of directors and as Chief Executive Officer and President of the Company. Under the agreement, Mr. Xu will receive an annual salary of $1, subject to adjustment by the mutual consent of the parties. Mr. Xu will also be eligible for a one-time bonus from the $15 Million Bonus Plan (the “Bonus Plan”) described below. If the financial target set forth in the Plan is not reached, then Mr. Xu will be eligible to receive a one-time bonus of $1.0 million, subject to the discretion of the Company and Heckmann’s compensation committee and the attainment of certain quarterly performance targets. Pursuant to the agreement, Mr. Xu will be entitled to participate in any pension benefit plan, welfare benefit plan, vacation benefit plan or other executive benefit plan made available by the Company to its senior executives. Neither the Company nor Mr. Xu may terminate Mr. Xu’s employment prior to the full performance of Mr. Xu’s obligations under the stockholder consent agreements. If Mr. Xu terminates his employment for “good reason” (as that term is defined in the agreement), he will be entitled to receive in a lump-sum an amount of compensation to be mutually determined by the Company and Mr. Xu, but in no event less than an amount equal to Mr. Xu’s salary and bonus for the most recent six-month period. If Mr. Xu is terminated without “cause” (as that term is defined in the agreement), he will be entitled to receive in a lump-sum an amount of compensation to be mutually determined by the Company and Mr. Xu, but in no event less than an amount equal to Mr. Xu’s salary and bonus for the most recent twelve-month period. If the Company terminates Mr. Xu for “cause,” he will be entitled to receive in a lump-sum an amount of compensation to be mutually determined by the Company and Mr. Xu, but in no event less than an amount equal to Mr. Xu’s salary for the most recent two-month period. The agreement further provides that for a period of 18 months after the termination of his employment, Mr. Xu shall not compete with the Company in the water manufacturing, bottled water and consumable beverages industries as carried on by the Company as of the termination date of Mr. Xu’s employment. Mr. Xu has also agreed to refrain from soliciting Company customers and key executives or hiring any of the Company’s key executives during such period. The foregoing summary is qualified in its entirety by reference to the Executive Employment Agreement, which is attached as Exhibit 10.24 and incorporated herein by reference.

On October 30, 2008, in connection with the merger, the Company’s board of directors approved the Bonus Plan. Under the terms of the Bonus Plan, the Company will pay an aggregate of $15 million to certain members of management if the Company’s net income for the fiscal year ending December 31, 2009 equals or exceed $90 million, as adjusted for stock compensation and expenses of the office of the chairman of the Company, the bonuses themselves, and certain other contingent payments. The Bonus Plan provides for bonuses to be paid in cash or Company common stock, as determined in the sole discretion of the Company. The foregoing summary is qualified in its entirety by reference to the Bonus Plan, which is attached as Exhibit 10.25 and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

In connection with the merger, an amendment to the Company’s Amended and Restated Certificate of Incorporation became effective. This amendment modified the terms of the Company’s existence and is more specifically described in the Registration Statement in the Section entitled “Proposals to be Considered at the Heckmann Special Meeting – Item 1. The Charter Amendment Proposal” on page 134, which is incorporated herein by reference. A copy of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.

Item 5.06. Change in Shell Company Status.

As a result of the merger described in Item 2.01, Heckmann ceased being a shell company. The disclosures contained in Item 2.01 of this Form 8-K are incorporated herein by reference. The material terms of the transaction by which China Water was merged with and into Merger Sub are described in the Registration Statement in the Section entitled “The Merger Agreement” beginning on page 76, which is incorporated herein by reference.

Item 8.01. Other Events.

On October 30, 2008, Heckmann issued a press release announcing the consummation of the merger. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired . The following financial statements of Heckmann, China Water, and certain subsidiaries are incorporated by reference to the corresponding pages contained in the Registration Statement:

HECKMANN CORPORATION


		Page(s)
For the Period from May 29 2007 (inception) through December 31, 2007:
Report of Independent Registered Public Accounting Firm		F-4
Balance Sheet		F-5
Statement of Income		F-6
Statement of Stockholders’ Equity		F-7
Statement of Cash Flows		F-8
Notes to Financial Statements		F-9

For the Six Months Ended June 30, 2008 (Unaudited)
Condensed Balance Sheets		F-16
Condensed Statements of Income		F-17
Condensed Statements of Cash Flows		F-18
Notes to Condensed Financial Statements		F-19

CHINA WATER AND DRINKS, INC.


		Page(s)
For the Years Ended December 31, 2005, 2006 and 2007:
Reports of Independent Registered Public Accounting Firms		F-25
Consolidated Balance Sheets		F-28
Consolidated Statements of Operations and Comprehensive Income (Loss)		F-29
Consolidated Statements of Cash Flows		F-30
Consolidated Statements of Stockholders’ Equity		F-31
Notes to Consolidated Financial Statements		F-32

For the Six Months Ended June 30, 2008 and 2007 (Unaudited):
Consolidated Balance Sheets		F-54
Consolidated Statements of Operations and Comprehensive Income (Loss)		F-55
Consolidated Statements of Cash Flows		F-56
Consolidated Statements of Stockholders’ Equity		F-57
Notes to Consolidated Financial Statements		F-58

GUANGZHOU GRAND CANYON DISTILLED WATER CO. LTD.


		Page(s)
For the Three Months Ended March 31, 2008 (unaudited) and the Year Ended December 31, 2007:
Report of Independent Registered Public Accounting Firm		F-78
Balance Sheet as of March 31, 2008 (unaudited) and December 31, 2007		F-79
Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2008 and March 31, 2007 (unaudited) and the Year Ended December 31, 2007		F-80
Statements of Changes in Members’ Equity for the Three Months Ended March 31, 2008 (unaudited) and the Year Ended December 31, 2007		F-81
Statements of Cash Flows for the Three Months Ended March 31, 2008 and March 31, 2007 (unaudited) and the Year Ended December 31, 2007		F-82
Notes to Financial Statements		F-83

CHINA VALLEY DEVELOPMENT LIMITED


		Page(s)
Report of Independent Registered Public Accounting Firm		F-92
Balance Sheet as of December 31, 2006		F-93


Statement of Operations for Year Ended December 31, 2006 and for Periods from July 5, 2005 to December 31, 2005 and from July 5, 2005 to December 31, 2006		F-94
Statements of Changes in Shareholders’ Equity as of July 5, 2005, as at December 31, 2005 and as at December 31, 2006		F-95
Statements of Cash Flows for the Year Ended December 31, 2006, and for the Periods from July 5, 2005 to December 31, 2005 and from July 5, 2006 to December 31, 2006		F-96
Notes to Financial Statements		F-97

FOGANG GUOZHU PLASTICS CO. LIMITED


		Page(s)
Report of Independent Registered Accounting Firm		F-99
Balance Sheets as of December 31, 2006 and 2005		F-100
Statements of Income & Comprehensive Income for the Years Ended December 31, 2006 and 2005		F-101
Statements of Changes in Stockholders’ Equity as at December 31, 2006 and 2005		F-102
Statements of Cash Flows for the Years Ended December 31, 2006 and 2005		F-103
Notes to Financial Statements		F-104

FOGANG GUOZHU BLOWING EQUIPMENT CO. LIMITED


		Page(s)
Report of Independent Registered Accounting Firm		F-111
Balance Sheets as of December 31, 2006 and 2005		F-112
Statements of Income & Comprehensive Income for the Year/Period Ended December 31, 2006 and 2005		F-113
Statements of Changes in Stockholders’ Equity as at December 31, 2006 and 2005		F-114
Statements of Cash Flows for the Year/Period Ended December 31, 2006 and 2005		F-115
Notes to Financial Statements		F-116

FOGANG GUOZHU PRECISION MOLD CO. LIMITED


		Page(s)
Report of Independent Registered Accounting Firm		F-122
Balance Sheets as of December 31, 2006 and 2005		F-123
Statements of Income & Comprehensive Income for the Years Ended December 31, 2006 and 2005		F-124
Statements of Changes in Stockholders’ Equity as at December 31, 2006 and 2005		F-125
Statements of Cash Flows for the Years Ended December 31, 2006 and 2005		F-126
Notes to Financial Statements		F-127

HUTTON HOLDINGS CORPORATION


		Page(s)
Unaudited Pro-Forma Combined Consolidated Balance Sheet, June 30, 2007		F-133
Unaudited Pro-Forma Combined Statement of Operations for the Period Ended June 30, 2007		F-134
Unaudited Pro-Forma Combined Statement of Operations for the Period Ended June 30, 2006		F-135
Notes to Unaudited Pro-Forma Combined Consolidated Financial Statements		F-136

CHINA VALLEY DEVELOPMENT LIMITED


		Page(s)
Unaudited Consolidated Balance Sheets as of June 30, 2007 and December 31, 2006		F-138
Unaudited Consolidated Statements of Operations for Six Months Ended June 30, 2007 and 2006		F-139
Unaudited Consolidated Statements of Cash Flows for Six Months Ended June 30, 2007 and 2006		F-140
Notes to Unaudited Consolidated Financial Statements		F-141

(b) Pro Forma Financial Information . The following unaudited pro forma financial information is incorporated by reference to the corresponding pages contained in the Registration Statement:


		Page(s)
Unaudited Pro Forma Condensed Combined Financial Information Introductory Description		136
Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2008 and Notes thereto		137 to 139
Unaudited Pro Forma Condensed Combined Statement of Income for the Twelve Months Ended December 31, 2008 and Notes thereto		140 to 142

(d)	Exhibits .


Exhibit Number		Exhibit Description

2.1		Agreement and Plan of Merger and Reorganization, dated May 19, 2008, by and among registrant, Heckmann Acquisition II Corporation and China Water and Drinks Inc. (included in Annex A to the joint proxy and information statement/prospectus forming part of the registrant’s Registration Statement on Form S-4 filed October 1, 2008, and incorporated herein by reference).

2.1A		Amendment No. 1 to Merger Agreement, dated September 29, 2008, by and among registrant, Heckmann Acquisition II Corporation and China Water and Drinks Inc. (included in Annex A to the joint proxy and information statement/prospectus forming part of the registrant’s Registration Statement on Form S-4 filed October 1, 2008, and incorporated herein by reference).

2.1B		Amendment No. 2 to Merger Agreement, dated October 30, 2008, by and among registrant, Heckmann Acquisition II Corporation and China Water and Drinks Inc.*

3.1		Certificate of Amendment to Amended and Restated Certificate of Incorporation of registrant.*

3.2		Amended Restated Bylaws of registrant, incorporated herein by reference to Exhibit 3.2 to Amendment No. 4 to registrant’s Registration Statement on Form S-1 filed October 26, 2007.

4.1		Specimen unit certificate, incorporated herein by reference to Exhibit 4.1 to registrant’s Registration Statement on Form S-1 filed June 26, 2007.



4.2		Specimen share certificate of registrant’s common stock, incorporated herein by reference to Exhibit 4.2 to registrant’s Registration Statement on Form S-1 filed June 26, 2007.

4.3		Specimen warrant certificate, incorporated herein by reference to Exhibit 4.3 to registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed September 4, 2007.

4.4		Form of Second Amended and Restated Warrant Agreement between American Stock Transfer & Trust Company, as warrant agent, and registrant, incorporated herein by reference to Exhibit 4.4 to registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed November 8, 2007.

4.5		Registration Rights Agreement, dated May 19, 2008, by and between registrant and the holders of China Water and Drinks Inc. common stock named therein (included as Annex G to the joint proxy and information statement/prospectus forming part of the registrant’s Registration Statement on Form S-4 filed October 1, 2008, and incorporated herein by reference).

10.1		Amended and Restated Subscription Agreement between registrant and Heckmann Acquisition, LLC, dated October 3, 2007, incorporated herein by reference to Exhibit 10.1 to registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed October 5, 2007.

10.2		Form of Registration Rights Agreement among registrant and certain security holders, incorporated herein by reference to Exhibit 10.2 to registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed November 8, 2007.

10.3		Form of Investment Management Trust Agreement between American Stock Transfer & Trust Company, as trustee, and registrant, incorporated herein by reference to Exhibit 10.3 to registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed September 4, 2007.

10.4		Promissory Note between Richard J. Heckmann and registrant, dated June 4, 2007, incorporated herein by reference to Exhibit 10.4 to registrant’s Registration Statement on Form S-1 filed June 26, 2007.

10.5		Letter Agreement between Heckmann Acquisition, LLC and registrant, dated October 3, 2007, incorporated herein by reference to Exhibit 10.5 to registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed October 5, 2007.

10.6		Letter Agreement between Richard J. Heckmann and registrant, dated October 3, 2007, incorporated herein by reference to Exhibit 10.6 to registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed October 5, 2007.

10.7		Letter Agreement between Lou Holtz and registrant, dated October 3, 2007, incorporated herein by reference to Exhibit 10.7 to registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed October 5, 2007.

10.8		Letter Agreement between Alfred E. Osborne, Jr. and registrant, dated October 3, 2007, incorporated herein by reference to Exhibit 10.8 to registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed October 5, 2007.

10.9		Letter Agreement between Dan Quayle and registrant, dated October 3, 2007, incorporated herein by reference to Exhibit 10.9 to registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed October 5, 2007.

10.10		Form of Securities Escrow Agreement between American Stock Transfer & Trust Company, as escrow agent, and registrant, incorporated herein by reference to Exhibit 10.10 to registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed September 4, 2007.

10.11		Amended and Restated Subscription Agreement between Lou Holtz and registrant, dated October 3, 2007, incorporated herein by reference to Exhibit 10.11 to registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed October 5, 2007.

10.12		Amended and Restated Subscription Agreement between Alfred E. Osborne, Jr. and registrant, dated October 3, 2007, incorporated herein by reference to Exhibit 10.12 to registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed October 5, 2007.

10.13		Amended and Restated Subscription Agreement between Dan Quayle and registrant, dated October 3, 2007, incorporated herein by reference to Exhibit 10.13 to registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed October 5, 2007.

10.14		Initial Unit Subscription Agreement between Heckmann Acquisition, LLC and registrant, dated June 21, 2007, incorporated herein by reference to Exhibit 10.14 to registrant’s Registration Statement on Form S-1 filed June 26, 2007.

10.15		Initial Unit Subscription Agreement between Lou Holtz and registrant, dated June 21, 2007, incorporated herein by reference to Exhibit 10.15 to registrant’s Registration Statement on Form S-1 filed June 26, 2007.

10.16		Initial Unit Subscription Agreement between Alfred E. Osborne, Jr. and registrant, dated June 21, 2007, incorporated herein by reference to Exhibit 10.16 to registrant’s Registration Statement on Form S-1 filed June 26, 2007.



10.17		Initial Unit Subscription Agreement between Dan Quayle and registrant, dated June 21, 2007, incorporated herein by reference to Exhibit 10.17 to registrant’s Registration Statement on Form S-1 filed June 26, 2007.

10.18		Co-Investment Unit Purchase Agreement between Richard J. Heckmann and registrant, dated October 3, 2007, incorporated herein by reference to Exhibit 10.18 to registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed October 5, 2007.

10.19		Majority Stockholder Consent Agreement, dated May 19, 2008, by and between registrant and Xu Hong Bin (included as Annex B to the joint proxy and information statement/prospectus forming part of the registrant’s Registration Statement on Form S-4 filed October 1, 2008, and incorporated herein by reference).

10.19A		Amendment No. 1 to Majority Stockholder Consent Agreement, dated September 19, 2008, by and between registrant and Xu Hong Bin (included in Annex B to the joint proxy and information statement/prospectus forming part of the registrant’s Registration Statement on Form S-4 filed October 1, 2008, and incorporated herein by reference).

10.19B		Amendment No. 2 to Majority Stockholder Consent Agreement, dated September 26, 2008, by and between registrant and Xu Hong Bin (included in Annex B to the joint proxy and information statement/prospectus forming part of the registrant’s Registration Statement on Form S-4 filed October 1, 2008, and incorporated herein by reference).

10.19C		Amendment No. 3 to Majority Stockholder Consent Agreement, dated October 30, 2008, by and between registrant and Xu Hong Bin.*

10.20		Majority Stockholder Consent Agreement, dated May 19, 2008, by and between registrant and Chen Xing Hua (included as Annex C to the joint proxy and information statement/prospectus forming part of the registrant’s Registration Statement on Form S-4 filed October 1, 2008, and incorporated herein by reference).

10.20A		Amendment No. 1 to Majority Stockholder Consent Agreement, dated September 26, 2008, by and between registrant and Chen Xing Hua (included in Annex C to the joint proxy and information statement/prospectus forming part of the registrant’s Registration Statement on Form S-4 filed October 1, 2008, and incorporated herein by reference).

10.21		Undertaking Agreement, dated May 19, 2008, by and among registrant, China Water and Drinks Inc. and the holders of China Water and Drinks Inc. common stock named therein (included as Annex D to the joint proxy and information statement/prospectus forming part of the registrant’s Registration Statement on Form S-4 filed October 1, 2008, and incorporated herein by reference).

10.21A		Amendment No. 1 to Undertaking Agreement, dated September 26, 2008, by and among registrant, China Water and Drinks Inc. and the holders of China Water and Drinks Inc. common stock named therein (included in Annex D to the joint proxy and information statement/prospectus forming part of the registrant’s Registration Statement on Form S-4 filed October 1, 2008, and incorporated herein by reference).

10.22		Conversion Agreement, dated May 19, 2008, by and among registrant, China Water and Drinks Inc. and the holders of China Water and Drinks Inc. 5% secured convertible notes due January 29, 2011 named therein (included as Annex F to the joint proxy and information statement/prospectus forming part of the registrant’s Registration Statement on Form S-4 filed October 1, 2008, and incorporated herein by reference).

10.23		Release Agreement, dated May 19, 2008, by and among registrant, China Water and Drinks Inc. and the holders of China Water and Drinks Inc. common stock named therein (included as Annex E to the joint proxy and information statement/prospectus forming part of the registrant’s Registration Statement on Form S-4 filed October 1, 2008, and incorporated herein by reference).

10.24		Executive Employment Agreement, dated October 30, 2008, between China Water and Drinks, Inc. and Xu Hong Bin.*

10.25		$15 Million Bonus Plan.*

14.1		Code of Ethics incorporated herein by reference to registrant’s Amendment No. 2 to Registration Statement on Form S-1 filed September 4, 2007.

23.1		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.*

23.2		Consent of GHP Horwath, P.C., Independent Registered Public Accounting Firm.*

23.3		Consent of Madsen & Associates CPA Inc., Independent Registered Public Accounting Firm.*

23.4		Consent of Madsen & Associates CPA Inc., Independent Registered Public Accounting Firm.*

99.1		Press Release, dated October 30, 2008.*

*	Attached hereto

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.

Dated: November 5, 2008


HECKMANN CORPORATION

By:		/s/ Richard J. Heckmann
Name:		Richard J. Heckmann
Title:		Chief Executive Officer

Exhibit 2.1B

A MENDMENT N O . 2 TO A GREEMENT AND P LAN OF M ERGER AND R EORGANIZATION

T HIS A MENDMENT N O . 2 TO A GREEMENT AND P LAN OF M ERGER AND R EORGANIZATION (this “ Amendment ”) is made and entered into as of October 30, 2008, by and among H ECKMANN C ORPORATION , a Delaware corporation (“ Parent ”), H ECKMANN A CQUISITION II C ORP . , a Delaware corporation and a wholly owned Subsidiary of Parent (“ Merger Sub ”), and C HINA W ATER AND D RINKS , I NC . , a Nevada corporation (the “ Company ”), and amends that certain Agreement and Plan of Merger and Reorganization (the “ Merger Agreement ”) by and among Parent, Merger Sub and the Company dated as of May 19, 2008 as amended on September 29, 2008 by Amendment No. 1 to Agreement and Plan of Merger and Reorganization.

R ECITALS

A. Pursuant to the Merger Agreement, as amended, the Company will be merged with and into Merger Sub (the “ Merger ”) with the Company ceasing to exist and Merger Sub remaining as a wholly owned subsidiary of Parent.

B. Pursuant to Section 8.1 of the Merger Agreement, Parent, Merger Sub and the Company, may amend the Merger Agreement by signing an instrument in writing, provided that any such amendment is authorized by their respective boards of directors.

C. To the extent required under and in accordance with the Merger Agreement, the NRS, and the Company’s Articles of Incorporation and Bylaws, concurrent with the execution of this Amendment by the partiers hereto, Xu Hong Bin and Chen Xing Hua, in their capacity as Company stockholders, will execute and deliver in accordance with NRS §78.320 a written consent, pursuant to which Xu Hong Bin and Chen Xing Hua will irrevocably consent to reaffirm their adoption of the Merger Agreement, as amended, and approval of the Merger, and adopt this Amendment.

D. Capitalized terms used in this Amendment and not otherwise defined shall have the meaning ascribed to such terms in the Agreement.

Now therefore, in accordance with the procedures for amendment of the Merger Agreement set forth in Section 8.1 thereof, and in consideration of the foregoing and the mutual agreements herein set forth, the parties hereby agree as follows:

SECTION 1: A MENDMENT

1.1 Section 6.2 of the Merger Agreement, as amended, is amended by deleting subsection (h) and replacing subsection (h) with the following:

“( Intentionally omitted )”

1.2 Section 6.2 of the Merger Agreement, as amended, is amended by deleting subsection (j) and replacing subsection (j) with the following:

“( Intentionally omitted )”

1.3 Section 1.7(a) of the Merger Agreement, as amended, is amended by deleting subpart (A) of the definition of “ Total Cash Consideration ” and replacing it with the following:

“(A) all cash paid in connection with Cash/Stock Elections and all cash paid under the Related Agreements,”

SECTION 2: M ISCELLANEOUS P ROVISIONS

2.1 Effectiveness . This Amendment shall become effective upon execution.

2.2 Representations and Warranties .

2.2(a) The Company represents and warrants that the Board of Directors of the Company has, as of the date of this Amendment, unanimously (i) reaffirmed its adoption of the Merger Agreement, as amended, and adopted this Amendment, (ii) declared the Merger Agreement, as amended, and this Amendment to be advisable and (iii) resolved to recommend to the stockholders of the Company that they vote in favor of reaffirming their adoption of the Merger Agreement and approval of the Merger, and adopting this Amendment in accordance with the NRS.

2.2(b) Parent represents and warrants that the Parent Board (including any required committee or subgroup of the Parent Board) has, as of the date of this Amendment, unanimously (i) reaffirmed its declaration of the advisability and approval of the Merger, (ii) reaffirmed its adoption and approval of the Merger Agreement and the transactions contemplated thereby, and approved and adopted this Amendment and the transactions contemplated hereby, (iii) reaffirmed its determination that the Merger is in the best interests of the stockholders of Parent, and (iv) reaffirmed its determination that the fair market value of the Company is equal to at least 80% of Parent’s net assets (excluding deferred underwriting discounts and commissions).

2.3 Approval of Stockholders . The Company shall promptly after the date hereof take all action necessary in accordance with the NRS and its Articles of Incorporation and Bylaws to obtain written consents required to be executed and delivered pursuant to the Majority Stockholder Written Consent Agreements, as amended, from Xu Hong Bin and Chen Xing Hua evidencing their adoption of this Amendment and reaffirming their adoption of the Merger Agreement, as amended, and approval of the Merger.

2.4 Limited Nature of Amendment . Except as expressly amended hereby, the Merger Agreement, as amended, remains in full force and effect in accordance with its terms and this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, representations, warranties, covenants or agreements contained in the Merger Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

2.5 Governing Law . Except to the extent that the corporate laws of the State of Delaware apply to a party, this Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof.

2.6 Execution of Agreement; Counterparts; Electronic Signatures .

2.6(a) This Amendment may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument, and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties; it being understood that all parties need not sign the same counterpart.

2.6(b) The exchange of copies of this Amendment and of signature pages by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in “portable document format” (“ .pdf” format), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by a combination of such means, shall constitute effective execution and delivery of this Amendment as to the parties and may be used in lieu of an original Amendment for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.

2.6(c) Notwithstanding the Electronic Signatures in Global and National Commerce Act (15 U.S.C. Sec. 7001 et seq. ), the Uniform Electronic Transactions Act, or any other Legal Requirement relating to or enabling the creation, execution, delivery, or recordation of any contract or signature by electronic means, and notwithstanding any course of conduct engaged in by the parties, no party shall be deemed to have executed this Amendment or any other document contemplated by this Amendment (including any amendment or other change thereto) unless and until such party shall have executed this Amendment or such document on paper by a handwritten original signature or any other symbol executed or adopted by a party with current intention to authenticate this Amendment or such other document contemplated.

2.7 Headings . The headings contained in this Amendment are for convenience of reference only, shall not be deemed to be a party of this Amendment and shall not be referred to in connection with the construction or interpretation of this Amendment.

[ Remainder of page intentionally left blank – signature page follows ]

I N W ITNESS W HEREOF , the parties have caused this Amendment to be executed as of the date first above written:


H ECKMANN C ORPORATION

By:		/s/ Richard J. Heckmann

Name:		Richard J. Heckmann

Title:		Chairman & CEO

H ECKMANN A CQUISITION II C ORP .

By:		/s/ Donald G. Ezzell

Name:		Donald G. Ezzell

Title:		President/Director

C HINA W ATER AND D RINKS , I NC .

By:		/s/ Xu Hong Bin

Name:		Xu Hong Bin

Title:		President

By their signatures below, in accordance with the Company’s bylaws and NRS §78.320, the undersigned irrevocably consent to and adopt this Amendment and reaffirm their adoption of the Merger Agreement, as amended, and approval of the Merger:


/s/ Xu Hong Bin
Xu Hong Bin

/s/ Chen Xing Hua
Chen Xing Hua

(Signature Page to Amendment No. 2 to Agreement and Plan of Merger and Reorganization)

Exhibit 3.1

Certificate of Amendment of

Amended and Restated Certificate of Incorporation of

Heckmann Corporation

Heckmann Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:

ONE: That on September 25, 2008 resolutions were duly adopted by the Corporation’s Board of Directors setting forth, approving and adopting a proposed amendment to the Corporation’s Amended and Restated Certificate of Incorporation (the “Existing Certificate”), declaring such amendment to be advisable and recommending such amendment for approval by the Corporation’s stockholders, and calling a meeting of the stockholders of the Corporation for consideration thereof. Such resolutions provide that:

Article FIFTH of the Existing Certificate shall be amended and restated in its entirety to read as follows:

“FIFTH: The Corporation shall have perpetual existence.”

TWO: That on October 30, 2008, pursuant to resolutions of the Corporation’s Board of Directors, a special meeting of the Corporation’s stockholders was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of such amendment.

THREE: That such amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOUR: That the capital of the Corporation shall not be reduced under or by reason of such amendment.

FIVE: That this amendment shall be effective upon the consummation of a Business Combination, as such term is defined in the Existing Certificate.

IN WITNESS WHEREOF, the Corporation has duly caused this Certificate of Amendment of Amended and Restated Certificate of Incorporation to be executed as of this 30th day of October, 2008.


HECKMANN CORPORATION

By:		/s/ Richard J. Heckmann
Name:		Richard J. Heckmann
Title:		Chief Executive Officer

Exhibit 10.19C

A MENDMENT N O . 3 TO M AJORITY S TOCKHOLDER C ONSENT A GREEMENT

[X U H ONG B IN ]

T HIS A MENDMENT N O . 3 TO M AJORITY S TOCKHOLDER C ONSENT A GREEMENT (this “ Amendment ”) is made and entered into as of October 30, 2008, by and among H ECKMANN C ORPORATION , a Delaware corporation (“ Parent ”), X U H ONG B IN (the “ Consenting Stockholder ”), and Kotex Development Limited, a company organized under the laws of the British Virgin Islands (“ Affiliated Entity ”) and amends that certain Majority Stockholder Consent Agreement (the “ Agreement ”) by and between Parent and the Consenting Stockholder dated as of May 19, 2008, as amended by Amendment No. 1 to Majority Stockholder Consent Agreement dated as of September 19, 2008 and Amendment No. 2 to Majority Stockholder Consent Agreement dated as of September 26, 2008.

R ECITALS

A. Parent, Heckmann Acquisition II Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“ Merger Sub ”) and China Water and Drinks, Inc., a Nevada corporation (the “ Company ”) have entered into an agreement and plan of merger and reorganization (the “ Merger Agreement ”), pursuant to which the Company will be merged with and into Merger Sub (the “ Merger ”) with the Company ceasing to exist and Merger Sub remaining as a wholly owned subsidiary of Parent.

B. Pursuant to Section 7.2 of the Agreement, Parent and the Consenting Stockholder may amend the Agreement by signing an instrument in writing.

C. The Consenting Stockholder has advised Parent that Consenting Stockholder may transfer to the Affiliated Entity all of the shares of Parent Common Stock that will be owned by the Consenting Stockholder after the consummation of the Merger, and Parent has agreed to permit such transfer subject to the terms and conditions set forth in this Amendment No. 3.

D. Capitalized terms used in this Amendment and not otherwise defined shall have the meaning ascribed to such terms in the Agreement.

Now therefore, in accordance with the procedures for amendment of the Agreement set forth in Section 7.2 thereof, and in consideration of the foregoing and the mutual agreements herein set forth, the parties hereby agree as follows:

SECTION 1: A MENDMENT

1.1 The Agreement is amended by inserting a new Recital H immediately following Recital G as it currently exists, reading in its entirety as follows:

“ H. Contemporaneously with the closing of the Merger, the Consenting Stockholder will instruct the exchange agent in the Merger to issue to the Affiliated Entity 16,532,100 shares of Parent Common Stock issuable in the Merger in exchange for shares of Company Common Stock beneficially owned by the Consenting Stockholder (the “ Transferred Shares ”).”

1.2 The Agreement is amended to renumber Recital H as Recital I.

1.3 Section 5.4 of the Agreement is amended by adding the following immediately prior to the final sentence of Section 5.4:

“The Affiliated Entity shall give prompt notice to Parent of the occurrence, or failure to occur, of any event, which occurrence or failure to occur causes, or would be reasonably likely to cause (a) any representation or warranty of the Affiliated Entity contained in this Agreement to be untrue or inaccurate in any respect, or (b) any covenant, condition or agreement not to be complied with or satisfied by it under this Agreement.”

1.4 Section 5.5 of the Agreement is modified by ending the following sentence at the end thereof:

“Notwithstanding anything to the contrary, contemporaneously with the closing of the Merger, the Consenting Stockholder may instruct the exchange agent in the Merger to issue to the Affiliated Entity the Transferred Shares subject to the remaining provisions of this Agreement.”

1.5 Section 5.8 of the Agreement is amended and restated in its entirety to read as follows:

“5.8 Escrow .

5.8(a) In order to secure the Consenting Stockholder’s and Affiliated Entity’s obligations under Section 3 , Section 5.1 , and Section 5.5 above and Section 6 below, as applicable, Parent shall hold the certificates evidencing the Transferred Shares, in escrow together with separate stock powers executed by the Affiliated Entity in blank for transfer. Parent shall not retain the Transferred Shares except as provided in Section 6 of this Agreement. In the event Parent is entitled to any Transferred Shares under Section 6 below, Parent is hereby authorized by the Affiliated Entity, as the Affiliated Entity’s attorney-in-fact, to date and complete the stock powers necessary for the transfer of the Transferred Shares to which Parent is then entitled and to transfer such Transferred Shares in accordance with the terms hereof.

5.8(b) On March 31, 2010, Parent shall deliver to the Affiliated Entity the certificates representing 80% of the Transferred Shares and, on the date that is the two year anniversary of the Closing Date, Parent shall deliver to the Affiliated Entity the certificates representing the remaining Transferred Shares, in each case, less the number of Transferred Shares having a Value (as determined in the manner set forth in Section 6.2(e) ) below (but based on the 15-day trading period ending on the day before the release date) equal to the good faith estimate of Losses that the Parent Indemnified Parties have incurred or expect to incur for claims made under Section 6.2 . The Affiliated Entity shall retain the full power to vote its Parent Shares in its discretion and the Transferred Shares shall remain the sole property of the Affiliated Entity, in each case, unless and until such Transferred Shares shall have been recovered pursuant to Section 6.2(e) . At such time as any Transferred Shares are no longer subject to the provisions of Section 2 , Section 5.1 , Section 5.5 or Section 6 , Parent shall, at the written request of the Affiliated Entity, deliver to the Affiliated Entity the certificates representing such Transferred Shares.”

5.8(c) The parties agree to discuss in good faith the creation by the Consenting Stockholder and funding with shares of Company Common Stock or Parent Common Stock, as the case may be, of a trust, escrow or other arrangement for the benefit of his children, in an amount not to exceed $3.5 million.”

1.6 Section 6.2(b)(i) of the Agreement is amended and restated in its entirety to read as follows:

“(i) A Parent Indemnified Party shall give written notice of a claim for indemnification under Section 6.2(a) to the applicable Stockholder Indemnifying Party and to the Affiliated Entity promptly after receipt of any written claim by any third party and in any event not later than twenty (20) business days after receipt of any such written claim (or not later than ten (10) business days after the receipt of any such written claim in the event such written claim in the form of a formal complaint filed with a court of competent jurisdiction and served on the Parent Indemnified Party or in the form of a final determination by any Governmental Body), specifying in reasonable detail the amount, nature and source of the claim, and including therewith copies of any notices or other documents received from third parties with respect to such claim; provided, however, that failure to give such notice shall not limit the right of the Parent Indemnified Party to recover indemnity or reimbursement except to the extent that the Stockholder Indemnifying Party suffers any material prejudice or material harm with respect to such claim as a result of such failure. The Parent Indemnified Party shall also provide the Stockholder Indemnifying Party and to the Affiliated Entity with such further information concerning any such claims as the Stockholder Indemnifying Party may reasonably request by written notice.”

1.7 Section 6.2(e) is hereby amended by deleting each instance of the words “Parent Shares” appearing therein and replacing such words with the words “Transferred Shares.”

SECTION 2: MISCELLANEOUS PROVISIONS

2.1 Covenants of Consenting Stockholder . The Consenting Stockholder agrees to make or obtain all ownership, registration, tax, stamp duty of other required filings, payments or approvals that may be required in connection with the transfer of the Transferred Shares by the Consenting Stockholder to the Affiliated Entity.

2.2 Accession by the Affiliated Entity to the Agreement . Upon execution of this Amendment, the Affiliated Entity will become a party to the Agreement and shall be deemed to have made the same representations and warranties contained in Sections 3.1, 3.3, 3.4 and 3.5 to have agreed to the covenants of the Consenting Stockholder contained in Sections 5.3, 5.4, 5.5, and 6 as if the Affiliated Entity were the Consenting Stockholder.

2.3 Effectiveness . This Amendment shall become effective upon execution.

2.4 Limited Nature of Amendment . Except as expressly amended hereby, the Agreement remains in full force and effect in accordance with its terms and this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, representations, warranties, covenants or agreements contained in the Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

2.6 Execution of Agreement; Counterparts; Electronic Signatures .

2.4(a) This Amendment may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument, and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties; it being understood that all parties need not sign the same counterpart.

2.4(b) The exchange of copies of this Amendment and of signature pages by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in “portable document format” (“ .pdf” format), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by a combination of such means, shall constitute effective execution and delivery of this Amendment as to the parties and may be used in lieu of an original Amendment for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.

2.4(c) Notwithstanding the Electronic Signatures in Global and National Commerce Act (15 U.S.C. Sec. 7001 et seq. ), the Uniform Electronic Transactions Act, or any other Legal Requirement relating to or enabling the creation, execution, delivery, or recordation of any contract or signature by electronic means, and notwithstanding any course of conduct engaged in by the parties, no party shall be deemed to have executed this Amendment or any other document contemplated by this Amendment (including any amendment or other change thereto) unless and until such party shall have executed this Amendment or such document on paper by a handwritten original signature or any other symbol executed or adopted by a party with current intention to authenticate this Amendment or such other document contemplated.

2.7 Legal Representation of the Parties . This Amendment was negotiated by the parties with the benefit of legal representation and any rule of construction or interpretation otherwise requiring this Amendment to be construed or interpreted against any party shall not apply to any construction or interpretation hereof.

2.8 Headings . The headings contained in this Amendment are for convenience of reference only, shall not be deemed to be a party of this Amendment and shall not be referred to in connection with the construction or interpretation of this Amendment.

[ Remainder of page intentionally left blank – signature page follows ]

I N W ITNESS W HEREOF , the parties have caused this Amendment to be executed as of the date first above written:


PARENT :

H ECKMANN C ORPORATION

By:		/s/ Richard J. Heckmann

Name:		Richard J. Heckmann

Title:		Chairman & CEO

CONSENTING STOCKHOLDER :

/s/ Xu Hong Bin
X U H ONG B IN

AFFILIATED ENTITY :

Kotex Development Limited

By:		/s/ Xu Hong Bin

Name:		Xu Hong Bin

Exhibit 10.24

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement between China Water & Drinks, Inc. (“Company”), a wholly owned subsidiary of Heckmann Corporation (“Parent”), and Xu Hong Bin (“Xu”), is made on this 30th day of October 2008 (“Agreement”). Company and Xu hereby agree to the employment of Xu by Company on the following terms and conditions:

1.	Commencement of Employment; Term of Agreement

1.1

Xu’s employment under this Agreement will commence immediately following the closing of the acquisition of China Water and Drinks, Inc., by Heckmann Corporation and its merger subsidiary Heckmann Acquisition II Corporation pursuant to Agreement and Plan of Merger and Reorganization dated May 19, 2008, and any amendments thereto (the “Merger Agreement”).

1.2	Xu’s employment under this Agreement shall continue until December 31, 2011 (the “Term”). The Term may be modified or extended by mutual agreement.

2.	Duties and Appointments

2.1

Xu shall serve Company as a member of the Board of Directors and as Chief Executive Officer and President. Xu’s duties shall include, but not be limited to, those typical of the chief executive officer and president of a bottled water and beverages company. Xu shall also be appointed to serve as a Class I member of the Board of Directors of Parent for the balance of 2008, and re-nominated at Parent’s 2009 annual meeting of stockholders to serve an additional three-year term.

3.	Salary

3.1	Company will pay Xu a salary in cash of $1 per year. Xu’s salary may be changed by mutual agreement at any time during the Term.

4.	Bonus and Stock Holdings

4.1

Xu is eligible for a one-time payment from the contingent payment bonus pool contemplated by clause 6.2(r) of the Merger Agreement (the “Bonus Pool”). The Bonus Pool will consist of $15 million dollars if Company’s and Parent’s pro forma consolidated net income for the fiscal year ending December 31, 2009 equals or exceeds $90 million dollars, as adjusted for stock compensation and expenses of the office of Chairman of Parent, the bonuses themselves, and certain contingent payments.

Xu will determine and recommend to Company and Parent the amount each participating company officer, including himself, will receive from the Bonus Pool. Any bonus under this clause will be paid in cash or stock, or a combination thereof in the sole discretion of Parent. Any bonus under this clause will be payable within 10 business days after the filing of Parent’s Form 10-K for the period ending December 31, 2009.

The terms and conditions of Xu’s common stock holdings in Parent delivered at the closing of the Merger Agreement are governed by the Majority Stockholder Consent Agreement dated May 19, 2008, Amendment No. 1 thereto dated September 19, 2008, Amendment No. 2 thereto dated September 29, 2008, and Amendment No. 3 thereto dated October 30, 2008, collectively hereinafter the “Xu Stockholder Consent Agreement” and incorporated here in full.

If the conditions for the Bonus Pool are not met through no fault or reasons caused by the actions or inactions of Xu (as determined in the sole discretion of the Company), then with approval from the Company and Parent’s Compensation Committee, and based on successfully reaching agreed quarterly performance targets established in accordance with U. S. Internal Revenue Code Section 162(m) as amended, Xu may be awarded a one-time bonus of USD $1 million in fiscal year 2010 (for services rendered in 2009 only) and when earned and payable quarterly, provided that such targets build on and derive benefit from the operating efficiencies and productivity milestones implemented in respect of the $15 million Bonus Pool. A bonus, if any, for services rendered in 2010 or 2011, will be by mutual agreement and in the sole discretion of the Company and upon approval of Parent’s Compensation Committee.

4.2	In order to be eligible to receive any bonus or stock deliveries under this clause 4, Xu must be actively employed by Company on the date the bonus and stock deliveries are earned, due, and payable.

5.	Expenses

5.1

Company shall reimburse Xu in respect of all reasonable business expenses necessarily incurred by Xu in the performance of his duties, provided that any expense claims are supported by relevant documentation and are made in accordance with Company’s expenses policies. For all business-related travel, Xu will be entitled to reimbursement for first class airfare and hotel of his choosing, subject to Xu exercising reasonable judgment in incurring such expenses.

6.	Benefits and Vacation

6.1

Xu shall be entitled to participate in, and receive benefits as permitted by applicable law under, any pension benefit plan, welfare benefit plan (including, without limitation, health insurance), vacation benefit plan, or other executive benefit plan made available by Company to its senior executives. Any such plan or benefit arrangement may be amended, modified, or terminated by Company from time to time with or without notice to Xu.

7.	Termination of Employment

7.1	By Xu . Xu may not terminate his employment for any reason prior to full performance and receipt and exchange of all deliveries under the Xu Stockholder Consent Agreements. At any time thereafter, the parties may terminate Xu’s employment upon mutually agreed terms and conditions.

At any time thereafter, Xu may seek to terminate his employment by choice without any “Good Reason” by giving the Company six (6) months of notice in writing.

At any time thereafter, Xu may seek to terminate his employment with “Good Reason” by giving to Company no less than sixty (60) days notice in writing, as well as thirty (30) days to cure the problem. If uncured, Xu receives the amount of compensation reached by mutual agreement paid in a lump-sum, but no less than an amount equal to his most recent six (6) months’ salary and bonus.

“Good Reason” shall mean: (a) a material reduction in Xu’s authority, duties, and responsibilities as Chief Executive Officer and President of the Company, or (b) a material breach of this Agreement.

7.2	By Company . Company may not terminate Xu’s employment for any reason prior to full performance and receipt and exchange of all deliveries under the Xu Stockholder Consent Agreements. At any time thereafter, the parties may terminate Xu’s employment upon mutually agreed terms and conditions.

At any time thereafter, Company may seek to terminate Xu’s employment by choice without “Cause” by giving Xu not less than six (6) months notice in writing. If so, Xu receives the amount of compensation reached by mutual agreement paid in a lump-sum, but no less than an amount equal to his most recent twelve (12) months’ salary and bonus.

At any time thereafter, Company may seek to terminate Xu’s employment with “Cause” by giving Xu no less than sixty (60) days notice in writing, as well as thirty (30) days to cure the problem. If uncured, Xu receives the amount of compensation reached by mutual agreement paid in a lump-sum, but no less than an amount equal to his most recent two (2) months’ salary. “Cause” shall be deemed to exist if Xu shall at any time: (a) commit a material breach of any provision of this Agreement, (b) be guilty of gross negligence in connection with or affecting the business or affairs of the Company, or (c) be convicted of, or plead no contest to, a felony criminal offense.

7.3	Death and Disability . Xu’s employment will automatically terminate upon his death. Further, Company reserves the right to terminate Xu’s employment at any time during which Xu has a “Disability.”

For purposes of this Agreement, a “Disability” means a physical or mental impairment that prevents Xu from performing the essential duties of his position, with or without reasonable accommodation, for (i) a period of sixty (60) consecutive calendar days, or (ii) an aggregate of ninety (90) work days in any six (6) month period. A determination that Xu has incurred a Disability will be made by Company, in its sole discretion, but in consultation with a physician selected by Company and who works in Shenzhen or Hong Kong, provided that such selected physician consults with Xu’s physician in addition to any examination of Xu and/or other tests on Xu that such selected physician performs or orders to be performed, and Xu hereby agrees to submit to any such examinations and/or other tests from time to time. Notwithstanding the foregoing, any termination of employment due to a “Disability” will be made in accordance with applicable local laws.

In the event of a termination of Xu’s employment due to death or Disability prior to full performance and receipt and exchange of all deliveries under the Xu Stockholder Consent Agreements, Company will deliver to Xu or his estate, as applicable, a sum of shares of stock determined by mutual agreement and based on his time in service to the Company.

8.	Confidential Information

8.1

Xu acknowledges that, during the course of his employment with Company, he will have access to confidential business information and secrets. Xu agrees, both during the term of his employment and following its termination, that he will hold the confidential business information and secrets in the strictest confidence, and that he will not use or attempt to use or disclose any confidential information or business secrets any other person or entity without the prior written authorization of Company.

8.2

The restrictions of clause 8.2 do not apply to any Confidential Information that (a) has entered into the public domain other than by a breach of this Agreement or other obligation of confidentiality of which Xu is aware, or (b) solely to the extent and for the duration required, is required to be disclosed under a validly-issued court order, pursuant to a request by government regulators, and which disclosure Company is unable legally to prevent.

9.	Further Obligations of Xu

9.1	Xu shall comply with all applicable rules of law, securities laws, regulations, and codes of conduct of Company in effect from time to time in relation to dealings in shares, notes, debentures, or other securities.

9.2	Xu represents that his employment with Company does not violate any prior agreement with a former employer or third party.

10.

Restrictive Covenants

10.1	For the purpose of this clause 10, the following expressions shall have the following respective meanings:

10.1.1

“ Business ” means the water manufacturing, bottled water, and consumable beverages business as carried on by Company on Xu’s termination date.

10.1.2

“ Key Executive ” means any person who, at Xu’s employment termination date, is employed or engaged by Company (a) with whom Xu has had material contact during the course of his employment with Company, and (b) either (i) is in the possession of Confidential Information, or (ii) is directly managed by or reports to Xu; and in the event that any person is found to have been solicited or hired by Xu prior to Xu’s termination date and such person would have been a Key Xu on Xu’s termination date but for the actions of Xu, then such person will also be considered to be a Key Executive.

10.1.3

“ Restricted Area ” means the provinces and administrative regions of the Peoples Republic of China in which Xu has undertaken his duties to a material extent at any time during the period of twelve (12) months immediately preceding Xu’s employment termination date.

10.1.4

“ Restriction Period ” means the period of Xu’s employment with Company, plus eighteen months from Xu’s termination date.

10.2

Xu acknowledges that, during the course of his employment with Company, he will have (a) access to confidential information, and/or (b) influence over or connection with customers, executives, and other service providers of Company, and accordingly, having had the opportunity to take legal advice or voluntarily having waived such opportunity, is willing to enter into the covenants described in this clause 10 in order to provide Company with reasonable protection for those interests.

10.3

Xu hereby covenants with Company that he will not, for the Restriction Period, without the prior written consent of Company in its sole and absolute discretion, either alone or jointly with or on behalf of any person, directly or indirectly, carry on or set up, or be employed or engaged by or in, or otherwise assist or be interested in, in any capacity (except as a shareholder or other equity owner of not more than three percent (3%) of the shares of any company whose shares are publicly traded on any recognized stock exchange), a business that is carried on in competition with the Business anywhere within the Restricted Area.

10.4	Xu hereby covenants with Company that he will not, for the Restriction Period, without the prior written consent of Company in its sole and absolute discretion, either alone or jointly with or on behalf of any person, directly or indirectly:

10.4.1

solicit for employment, or entice away from employment or any customer or service relationship with Company, any Key Executive who, on Xu’s employment termination date, is employed or engaged by Company, or who was so employed or engaged at any time during the six (6) months immediately preceding Xu’s termination date; or

10.4.2

hire or engage for services any Key Executive who, on Xu’s employment termination date, is employed or engaged by Company, or who was so employed or engaged at any time during the six (6) months immediately preceding Xu’s termination date.

10.5

The covenants contained in this clause 10 are intended to be separate and severable and enforceable as such, and to be enforceable to the fullest extent permissible under the laws of each jurisdiction in which enforcement is sought. If any restriction contained in this Agreement is for any reason held by a court or arbitration tribunal to be excessively broad as to duration, activity, geographical scope, or subject, then such restriction will be construed, reformed, or judicially modified, as necessary in such jurisdiction so as

to thereafter be limited or reduced to the extent required to be enforceable in such jurisdiction in accordance with applicable law. If any restriction contained in this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law in any jurisdiction, then such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement or any other jurisdiction, but such restriction will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable restriction had never been contained in this Agreement.

10.6

Xu acknowledges that the remedy at law for his breach of this clause 10 will be inadequate, and that the damages flowing from such breach will not be readily susceptible to being measured in monetary terms. Accordingly, upon a breach or threatened breach of this clause 10, Company will be entitled to immediate injunctive relief (or other equitable relief) and may obtain a temporary order restraining any breach or further breach. No bond or other security will be required to obtain such relief, and Xu consents to the issuance of such equitable relief. Nothing in this clause 10.6 will be deemed to limit Company’s remedies at law or in equity that may be pursued or availed of by Company for any breach or threatened breach by Xu of any part of this clause 10.

10.7

The covenants contained in this clause 10 have been agreed by the parties hereto to be reasonable and in exchange for reasonable and mutually agreed consideration including this Agreement and Xu’s contribution, participation, and transfer of equity interests as a principal owner of a business merged and reorganized in the Merger Agreement. The business of Company is highly competitive, the terms of this clause 10 are material to the parties’ willingness to enter into this Agreement, and the terms and conditions of this clause 10 are not more restrictive than is necessary to protect the legitimate interests of Company.

11.

Miscellaneous

11.1

This Agreement constitutes the entire agreement and understanding between Company and Xu and supersedes any other agreements, whether oral or written, with respect to the subject matter of this Agreement. This Agreement may only be modified or amended by a further agreement in writing signed by the parties hereto.

11.2

This Agreement is governed by and shall be construed in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China and the State of California, insofar as those laws can be harmonized to realize the intent of the parties hereto, and without giving effect to conflict of law principles.

11.3

In the event the parties are unable to settle a dispute respecting this Agreement such dispute shall be referred to and finally settled by arbitration at Hong Kong International Arbitration Centre in accordance with its commercial and employment Arbitration Rules then in effect, administered by a single experienced arbitrator selected by mutual agreement. The parties may offer any relevant materials in discovery under volume and timescale guidelines set by the arbitrator, and may offer legal briefing and relevant precedent respecting the agreed up choice of law immediately above

11.4	This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts when taken together shall constitute one and the same original.

11.5

Except to the extent that applicable law requires that any specific action be taken or performed by Company or Parent’s Compensation Committee, or to the extent otherwise provided in this Agreement, any action to be taken or performed, or direction to be provided, by Company under this Agreement may be taken, performed, or provided at the direction of Parent’s Chief Executive Officer.

11.6	Any waiver by Company of any provision, or any breach of any provision, of this Agreement shall not operate or be construed as a waiver of any subsequent breach of such provision or any other provision herein.

11.7

Due to the personal nature of the services contemplated under this Agreement, this Agreement and Xu’s rights and obligations hereunder may not be assigned by Xu. Company may assign its rights, together with its obligations hereunder, in connection with any sale, transfer, or other disposition of all or substantially all of its business and/or assets, provided that any such assignee of Company agrees to be bound by the provisions of this Agreement.


Company

By:	/s/ Richard J. Heckmann	Date: October 30, 2008
	Name: Richard J. Heckmann
	Title: Chairman of the Board

/s/ Xu Hong Bin		Date: October 30, 2008
Xu Hong Bin

Exhibit 10.25

$15 MILLION BONUS PLAN

The Bonus Pool will consist of $15 million dollars if net income for the fiscal year ending December 31, 2009 equals or exceeds $90 million dollars, as adjusted for stock compensation and expenses of the office of Chairman of Heckmann Corporation, the bonuses themselves, and certain contingent payments.

Hong Bin Xu will determine and recommend to Heckmann Corporation the amount each participating company officer, including himself, will receive from the Bonus Pool. Any bonus under this plan will be paid in cash or stock in the sole discretion of Heckmann Corporation. Any bonus under this plan will be payable within 10 business days after the filing of the Heckmann Corporation Form 10-K for the period ending December 31, 2009.

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference of our report dated March 27, 2008 included in the Registration Statement (Form S-4 No. 333-151670) of Heckmann Corporation in this Current Report on Form 8-K to be filed with the Securities and Exchange Commission on or around November 5, 2008.

/s/ Ernst & Young LLP

San Diego, California

November 4, 2008

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Form 8-K of Heckmann Corporation, of our report dated April 29, 2008 (September 26, 2008 as to the effects of the restatement discussed in Note 16), relating to the consolidated balance sheet of China Water and Drinks Inc. and subsidiaries as of December 31, 2007 and the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity and cash flows for the year then ended, and to the incorporation by reference of our report dated June 12, 2008 relating to the balance sheet of Guangzhou Grand Canyon Distilled Water Co., Ltd. as of December 31, 2007 and the related statements of operations and comprehensive income, changes in members’ equity and cash flows for the year then ended, which reports appear on pages F-25 and F-78, respectively, of Amendment No. 4 to the Registration Statement (Form S-4 No. 333-151670) of Heckmann Corporation filed with the Securities and Exchange Commission on October 1, 2008.

/s/ GHP Horwath, P.C.

Denver, Colorado

November 4, 2008

Exhibit 23.3

To the Board of Directors of:

Heckmann Corporation

We consent to the inclusion in the Form 8-K of Heckmann Corporation to be filed on or about November 5, 2008, our restated report dated April 12, 2008, except note 19 which is dated August 18, 2008 relating to the consolidating financial statements of China Bottles Inc. and subsidiaries (formerly Hutton Holdings Corporation) as of and for the fiscal years ended December 31, 2007 and 2006, and our report dated May 26, 2007, relating to the consolidated financial statements of Olympic Forward Trading Company, Limited as of and for the fiscal years ended December 31, 2006 and 2005.

/s/ Madsen & Associates CPA’s, Inc.

MADSEN & ASSOCIATES CPA’s, INC.

Certified Public Accountants

Salt Lake City, Utah

November 4, 2008

Exhibit 23.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of:

Heckmann Corporation

We consent to the inclusion in the Form 8-K of Heckmann Corporation to be filed on or about November 5, 2008, our report dated October 31,2007, relating to the consolidated financial statements of China Valley Development Limited as of and for the fiscal year ended December 31, 2006, our report dated August 6, 2008, relating to the consolidated financial statements of Fogang Guozhu Plastics Co. Limited. as of and for the fiscal years ended December 31, 2006 and 2005, our report dated August 6, 2008, relating to the consolidated financial statements of Fogang Guohu Blowing Equipment Co. Limited as of and for the fiscal years ended December 31, 2006 and 2005, and our report dated August 6, 2008, relating to the consolidated financial statements of Fogang Guohu Precision Mold Co. Limited as of and for the fiscal years ended December 31, 2006 and 2005.

/s/ Madsen & Associates CPA’s, Inc.

MADSEN & ASSOCIATES CPA’s, INC.

Certified Public Accountants

Salt Lake City, Utah

November 4, 2008

Exhibit 99.1

Heckmann Corporation

Announces Completion of Merger with China Water and Drinks, Inc. and

Discretionary Buy Back Plan for its IPO Warrants

Palm Desert, CA - October 30, 2008 – Heckmann Corporation of Palm Desert, California (NYSE: HEK, HEK.U, HEK.WS) (“Heckmann” or the “Company”) announced the completion of its merger with China Water and Drinks Inc. (“China Water”). The transaction was approved by more than 95% of the stockholders of Heckmann at its special meeting on October 30, 2008 and was effectively consummated after markets closed on October 30, 2008. China Water became a wholly-owned subsidiary of Heckmann Corporation and China Water’s common stock has ceased trading under the ticker symbol “CWDK” on the Over-the-Counter Bulletin Board. Heckmann’s common stock, units, and warrants will continue to trade on the New York Stock Exchange under the ticker symbols “HEK,” “HEK.U,” and “HEK.WS,” respectively.

Heckmann also announced that its Board of Directors approved a discretionary buy-back plan for the Company’s four year warrants issued as part of its IPO units in November of 2007. Under the plan, the Company may purchase warrants in open market and private transactions through December 31, 2009.

“We are excited to close our merger with China Water on schedule, and we look forward to building the company into a worldwide water enterprise. We also believe periodic buy back of our warrants when market conditions present a favorable opportunity will be beneficial to the long term interests of our stockholders,” said Dick Heckmann, the Company’s Chairman and CEO.

About Heckmann Corporation

Heckmann Corporation, through its wholly owned subsidiary, China Water is a leading producer and distributor of bottled water in China. Through its production facilities in Guangzhou, Zhanjiang, Feixian, Changchun, Nanning and Shenyang, the Company produces and distributes bottled water to fourteen provinces and regions in China. The Company markets its own product under the brand “Darcunk”, supplies purified water to both local and international beverage brands such as Coca-Cola and Uni-President and provides private label bottled water for companies such as Sands Casino, Macau.

Interested stockholders and investors can access additional information about Heckmann and China Water filed with the U.S. Securities and Exchange Commission, on the SEC’s web site at www.sec.gov.

Risks and Uncertainties; Forward-Looking Statements

The transaction described herein is subject to a number of risks and uncertainties, including, but not limited to, post closing integration risks, execution risks, and consumer spending contraction brought about by generally volatile conditions in world markets.

This document and documents referred to herein contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on information available to Heckmann as of the date of this release and current expectations, forecasts and assumptions and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing Heckmann’s views as of any subsequent date and neither undertakes any obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

Information concerning risks, uncertainties, and additional factors that could cause results to differ materially from those projected in the forward-looking statements is contained in Heckmann’s Form S-4 Registration Statement and Form 424B3 Prospectus and Proxy Statement filed with the Securities and Exchange Commission, Heckmann’s Annual Report on Form 10-K for the period ended December 31, 2007, as well as Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and Heckmann’s other SEC filings, available free of charge at the SEC’s website at www.edgar.go v as well as the Company’s website at www.heckmanncorp.com

Contacts

Investor Relations:

ICR

Devlin Lander, 415-292-6855