UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-K/A
(Amendment No. 1)
(Mark One)

 
þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008
 
OR
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from          to             
 
Commission file number 000-53052
 
SMARTHEAT INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Nevada
  
98 -0514768
(State or Other Jurisdiction of
Incorporation or Organization)
  
(I.R.S. Employer
Identification No.)
A-1, 10, Street 7
Shenyang Economic and Technological Development Zone
Shenyang, China 110027
 (Address of Principal Executive Offices) (Zip Code)
 
Registrant’s telephone number, including area code:
+86 (24) 2519-7699
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class:
  
Name of Each Exchange on Which Registered:
Common Stock, par value $0.001 per share
  
NASDAQ Global Market

Securities registered pursuant to Section 12(g) of the Act:
None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o No þ
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o No þ
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) during the preceding 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 past 90 days.  Yes þ No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
 
 
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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer o
  
Accelerated filer o
  
Non-accelerated filer o
  
Smaller reporting
company þ
       
(Do not check if a smaller reporting
company)
    

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The aggregate market value of the registrant’s common stock held beneficially by non-affiliates of the registrant on June 30, 2008, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $41,095,480, based on the last closing sales price of the registrant’s common stock as reported by the Over The Counter Bulletin Board on that date. For the purposes of the foregoing calculation only, all of the registrant’s directors, executive officers and holders of ten percent or greater of the registrant’s outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not a determination for other purposes.
 
As of March 15, 2009, there were 24,179,900 shares of common stock outstanding.
 
DOCUMENTS INCORPORATED BY REFERENCE:
 
None
 
 
EXPLANATORY NOTE

This Amendment No. 1 to the SmartHeat Inc. (the “Company”) 10-K filed on March 18, 2009 is being filed solely to indicate that the Company is not a shell company on the cover page of this Annual Report. All other items and exhibits contained in the Form 10-K as filed on March 18, 2009 remain unchanged.
 
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
 
   
SMARTHEAT INC
  
       
Date: April 3, 2009
By:
/s/ Jun Wang
  
   
Jun Wang
  
   
Chief Executive Officer (Principal Executive Officer)
  
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report on Form 10K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
 
Signature
    
Title
  
Date
           
/s/ Jun Wang
    
Chairman of the Board, President & Chief Executive Officer
  
April 3, 2009
Jun Wang
          
           
/s/ Zhijuan Guo
    
Chief Financial Officer and Treasurer
  
April 3, 2009
Zhijuan Guo
          
           
/s/ Frederick Rittereiser
    
Director
  
April 3, 2009
Frederick Rittereiser
          
           
/s/Arnold Staloff
    
Director 
  
April 3, 2009
Arnold Staloff
          
           
/s/Weiguo Wang
    
Director 
  
April 3, 2009
Weiguo Wang
          
           
/s/ Wenbin Lin
    
Director 
  
April 3, 2009
Wenbin Lin