UNITED
STATES


SECURITIES AND EXCHANGE
COMMISSION


Washington,
D.C. 20549




FORM
10-K/A


(Amendment
No. 1)





ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934


For the
fiscal year ended December 31, 2008




Commission
file number: 000-12536




China
Recycling Energy Corporation





(Name of
Registrant in its Charter)




Nevada





(State or
other jurisdiction of incorporation or organization)




90-0093373


(I.R.S.
Employer Identification No.)




Suite
909, Tower B


Chang
An International Building


No.
88 Nan Guan Zheng Jie


Xi
An City, Shan Xi Province, China


(Address
of principal executive offices)




710068


(Zip
Code)




Issuer’s
telephone number: (011) 86-29-8769-1097




Securities
registered pursuant to Section 12(b) of the Act:


NONE




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  ̈ No
x




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  ̈ No
x




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 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 x No
 ̈




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes  ̈ No
 ̈




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.   ̈




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 “small
reporting company” in Rule 12b-2 of the Exchange Act (Check one):





Large
      accelerated filer  ̈
                Accelerated
      filer  ̈Non-accelerated
      filer  ̈
                Smaller
      reporting company x




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




The
aggregate market value of 8,986,405 shares of voting stock held by
non-affiliates of the registrant was approximately $11,143,142 based on the last
reported sale price of the registrant’s Common Stock as reported on the NASD’s
Over-the-Counter Bulletin Board on June 30, 2008.




As of
March 31, 2009, the registrant had 36,425,094 shares of Common Stock
outstanding.





CHINA
RECYCLING ENERGY CORPORATION




FORM
10-K/A


FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2008




TABLE
OF CONTENTS




PART
      IIIItem
      10.
                                
                                Directors,
      Executive Officers and Corporate Governance.Item
      11.
                                
                                Executive
      Compensation.Item
      12.
                                
                                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Shareholder Matters.Item
      13.
                                
                                Certain
      Relationships and Related Transactions, Director
    Independence.Item
      14.
                                
                                Principal
      Accountant Fees and Services.PART
      IVItem
      15.
                                
                                Exhibits.





EXPLANATORY
NOTE





This Amendment No. 1 on Form
10-K/A amends the China Recycling Energy Corporation (the “Company”) Annual
Report on Form 10-K for the fiscal year ended December 31, 2008 (the “Annual
Report”) previously filed with the Securities and Exchange Commission on March
23, 2009. This amendment (the “Amended Report”) is being filed to amend the
Annual Report to include certain Part III information. All other items and
exhibits contained in the Form 10-K as filed on March 23, 2009 remain
unchanged.





This Amended Report does not include
the entire Form 10-K.  Except as otherwise expressly stated for the items
amended herein, this Amended Report continues to speak as of the date of the
Annual Report and has not been updated to reflect events that have occurred
since the filing of the Annual Report.  Accordingly, this Amended Report
should be read in conjunction with the Company’s other filings made with the
Securities and Exchange Commission subsequent to the filing of the Annual
Report.





NOTE
REGARDING FORWARD-LOOKING STATEMENTS





This amendment to our annual report
on Form 10-K and other reports filed by the Company from time to time with the
SEC (collectively the “Filings”) contain or may contain forward-looking
statements and information that are based upon beliefs of, and information
currently available to, Company’s management as well as estimates and
assumptions made by Company’s management. Readers are cautioned not to place
undue reliance on these forward-looking statements, which are only predictions
and speak only as of the date hereof. When used in the filings, the words
“anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan”, or
the negative of these terms and similar expressions as they relate to Company or
Company’s management identify forward-looking statements. Such statements
reflect the current view of Company with respect to future events and are
subject to risks, uncertainties, assumptions, and other factors (including the
risks contained in Item 1A. “Risk Factors” in our Annual Report on Form 10-K,
filed March 23, 2009),  and any businesses that Company may acquire.
Should one or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ significantly
from those anticipated, believed, estimated, expected, intended, or
planned.




Although
the Company believes that the expectations reflected in the forward-looking
statements are based on reasonable assumptions, the Company cannot guarantee
future results, levels of activity, performance, or achievements. Except as
required by applicable law, including the securities laws of the United States,
the  Company does not intend to update any of the forward-looking
statements to conform these statements to actual results. Readers are urged to
carefully review and consider the various disclosures made throughout the
entirety of this annual report, which attempt to advise interested parties of
the risks and factors that may affect our business, financial condition, results
of operations, and prospects.





PART
III




ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.




Executive
Officers and Directors




The
following table sets forth our executive officers and directors, their ages and
the positions held by them:





Name
            
            Age
            
            PositionGuohua
      Ku
            
            47
            
            Chief
      Executive Officer and Chairman of the BoardLanwei
      Li
            
            27
            
            Vice
      President and Director of Business and DirectorXinyu
      Peng
            
            40
            
            Chief
      Financial Officer and SecretaryZhigang
      Wu
            
            37
            
            Vice
      President, FinanceNicolas
      Shao
            
            37
            
            Director


1


Guohua Ku was appointed as a director
and Chief Executive Officer as of December 10, 2008.  He was elected
Chairman of the Board as of April 1, 2009.  Prior to joining the
Company, Mr. Ku served as a Senior Engineer for Yingfeng Technology from 2003 to
2007.  From 1979 to 2003, Mr. Ku served in multiple capacities for
Shan Xi Blast Air Blower (Group) Co., Ltd., with his last position serving as a
Senior Engineer.





Lanwei Li was appointed as a director
on April 1, 2009.  He has been working for the Company and its
predecessors since March 2005 and currently works as Vice President and Director
of Business, supervising the departments of Business Development, Investment
Management and Strategy Development.  He has a higher education
background in investment economy management.





Xinyu Peng was appointed as Chief
Financial Officer of the Company on August 4, 2008.  On December 10,
2008, the board of directors also appointed Mr. Peng as Secretary of the
Company.  Prior to joining the Company, Mr. Peng served as Vice
President of Tavistock Group Asia from January 2008 to July 2008. From November
2006 to July 2008, Mr. Peng served as Chief Financial Officer and Director of
MOD3 Cabinets & Home LLC.  From July 2003 to July 2008, he served
as Chief Financial Officer of Creative Hospitality Concepts LLC.





Zhigang Wu  was appointed as
Vice President, Finance starting in October 2007 and is responsible for the
securities and financing activities of the Company.  Before joining
the Company, Mr. Wu worked for over a decade in the securities and investment
industries with Guotai-Junan Securities and Zhongzheng
Investment.  Mr. Wu received a bachelor degree from Inner-Mongolia
Finance & Economy University in 1998, with a major in international
finance.





Nicolas Shao was appointed as a
director of the Company on June 3, 2008, in accordance with the terms of the
Shareholders Agreement between the Company and, among other parties, certain
Carlyle Asia Growth investors.  Mr. Shao is currently a Vice President
of Carlyle Asia Growth and has worked in several international investment
banks, including Credit Suisse First Boston and Morgan Stanley as a senior
manager and analyst.





Board
of Directors and Board Committees




Our board of directors currently
consists of three directors. All directors hold office until the next annual
meeting of shareholders and until their successors have been duly elected and
qualified. There are no membership qualifications for directors. Further, there
are no share ownership qualifications for directors unless so fixed by
us.  Currently, we have not established any committees of our board of
directors. The entire board of directors oversees and acts on all matters
relevant to the Company.  No directors receive any compensation for
their services on our board of directors.





Pursuant to the Shareholders Agreement,
dated as of November 16, 2007, between the Company and, amongst other parties,
Carlyle Asia Growth Partners III, L.P. and CAGP III Co-Investment,
L.P.  CAGP III Co-Investment, L.P. has the right to appoint up to two
members of the board of directors for so long as they remain investors in the
Company.  There are no other arrangements or understandings pursuant
to which our directors are selected or nominated.





Code
of Ethics




We have adopted a written Code of
Business Conduct that applies to all of our employees, including our principal
executive officer and principal financial officer.  A printed copy of
our code of ethics is available without charge by sending a written request to:
China Recycling Energy Corporation, ATTN: Corporate Secretary, Suite 909, Tower
B, Chang An International Building, No. 88 Nan Guan Zheng Jie, Xi An City, Shan
Xi Province, China 710068.


2





Section
16(a) Beneficial Ownership Reporting Compliance





Section 16(a) of the Exchange Act, and
regulations of the SEC thereunder, require our directors, officers and persons
who own more than 10% of our common stock, as well as certain affiliates of
those persons, to file with the SEC initial reports of their ownership of our
common stock and subsequent reports of changes in that ownership. Directors,
officers and persons owning more than 10% of our common stock are required by
SEC regulations to furnish us with copies of all Section 16(a) reports they
file. Based solely on our review of the copies of these reports received by us
and on information provided by the reporting persons, we believe that during the
fiscal year ended December 31, 2008, our directors, officers and owners of more
than 10% of our common stock complied with all applicable filing requirements,
except that: (i) Zhigang Wu reported one cancellation of stock options and one
stock option grant late on Form 4; (ii) Nicholas Shao filed late an initial
statement of beneficial ownership on Form 3 upon his appointment to the board of
directors; and (iii) Xinyu Peng filed late an initial statement of beneficial
ownership on Form 3 upon his appointment as Chief Financial
Officer.  Additionally, individuals who ceased to be reporting persons
under Section 16(a) during the fiscal year ended December 31, 2008 complied with
all applicable filing requirements, except that: Xiaogang Zhu and Guanyu Wu each
reported one cancellation of stock options and one stock option grant late on
Form 4.





ITEM
      11.
            EXECUTIVE
      COMPENSATION.




Summary
Compensation Table




The following table summarizes the
compensation earned during the years ended December 31, 2008 and 2007, by those
individuals who served as our Chief Executive Officer during any part of
2008.  None of our other executive officers had total compensation in
excess of $100,000 during 2008.  The individuals listed in the table
below are referred to as the “named executive officers.”





Name and Principal Position
                                          
                                          Year
                                          
                                          Salary
                                            ($)
                                          
                                          Bonus
                                            ($)
                                          
                                          
                                          Stock
                                            Awards
                                            ($)
                                          
                                          
                                          Option
                                            Awards
                                            ($) (3)
                                          
                                          
                                          Non-Equity
                                            Incentive
                                            Plan
                                            Compensation
                                            ($)
                                          
                                          
                                          Nonqualified
                                            Deferred
                                            Compensation
                                            Earnings
                                            ($)
                                          
                                          
                                          All
                                            Other
                                            Compensation
                                            ($)
                                          
                                          
                                          Total
                                            ($)Guohua
      Ku (1)
                                          
                                          2008
                                          $
                                          1,498
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          $
                                          1,498Chief
      Executive Officer
                                            and
      Chairman of the
      Board
                                          
                                          2007Guangyu
      Wu (2)
                                          
                                          2008
                                          $
                                          66,
      676
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          $
                                          57,
      080
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          $
                                          123,756Former
      Chief Executive
                                            Officer
                                          
                                          2007
                                          $
                                          33,399
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          11,434
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          $
                                          44,833





(1)
            Guohua
      Ku was appointed as Chief Executive Officer of the Company on December 10,
      2008.


(2)
            Guangyu
      Wu resigned as Chief Executive Officer of the Company on December 10,
      2008.


(3)
            The
      amounts in this column reflect the dollar amounts recognized for financial
      statement reporting purposes for the fiscal years ended December 31,
      2008 and 2007, in accordance with Statement of Financial Accounting
      Standards No. 123(R), “Share-Based Payments” (“SFAS 123(R)”), for awards
      made under our 2007 Nonstatutory Stock Option Plan, which include amounts
      from awards granted in and prior to 2008.  Assumptions used in
      the calculation of these amounts are included in Note 15 to our audited
      financial statements included in our Annual Report on Form 10-K for the
      fiscal year ended December 31,
2008.





Employment
Contracts




Mr. Guohua Ku entered into an
employment agreement with the Company to serve as its CEO on December 10,
2008.  The agreement has a two year term starting December 10, 2008
that includes a one-month probationary period.  Mr. Ku receives a
salary of RMB 15,850 per month (approximately $27,880 annuallly) for his service
as CEO.  The Company may terminate the employment agreement at any time
without any prior notice to the employee if Mr. Ku engages in certain conduct,
including, but not limited to (i) the violation of the rules and procedures of
the Company or breaches the terms of the employment agreement; (ii) neglecting
his duties or engages in malpractice for personal gain that damages the Company;
(iii) entering into an employment relationship with any other employer during
his employment with the Company; or (iv) the commission of a crime. The Company
also may terminate the employment agreement upon 30 days written notice to Mr.
Ku under certain other conditions, including but not limited to (i) inability to
continue position due to non-work-related sickness or injury; (ii) incompetence;
and (iii) the need for mass layoffs or other restructuring.   Mr.
Ku has the right to resign at any time upon a 30 days written notice to the
Company.





Mr. Guangyu Wu entered into an
employment agreement with the Company to serve as its CEO on October 26,
2007.  Mr. Wu subsequently resigned his position as CEO of the Company
as of December 10, 2008.  The agreement had a two year term starting
October 26, 2007 and included a one-month probationary period. Mr. Wu
was receiving a salary of RMB 40,200 per month (approximately $70,700 annuallly)
at the time of his resignation, but his employment agreement otherwise had
identical terms as Mr. Ku’s agreement described above.  3




Nonstatutory
Stock Option Plan




The board
of directors of the Company approved the China Recycling Energy Corporation 2007
Nonstatutory Stock Option Plan (the “2007 Plan”) on November 13, 2007, which
permits grants of nonstatutory stock options to all employees, officers,
directors and consultants of the Company or its affiliates.  The 2007
Plan authorizes the issuance of up to 3,000,000 shares of common stock of the
Company and by its terms will expire on November 12, 2012.  On
November 13, 2007, the Board authorized the issuance of options on all 3,000,000
shares to eligible recipients under the 2007 Plan.  These stock
options had a five year term and an exercise price of $1.23 per
share.





The
recipients of the outstanding stock options forfeited all of the outstanding
options as of  June 25, 2008 and new grants of stock options equaling
3,000,000 shares were made on August 4, 2008.  These new stock options
were granted with an exercise price of $0.80 per share, the fair market value of
the Company's common stock on the date of grant.  The options vested
as to 15% on the six-month anniversary of the date of grant; vest 15% on the
first anniversary of the date of grant; vest 50% on the second anniversary of
the date of grant; and vest the remaining 20% on the third anniversary of the
date of grant. The stock options also become fully vested upon termination
without cause, termination for good reason, termination due to death or
disability or in the event of a change in control of the Company.  The
stock options expire on the fifth anniversary of the date of grant.




Outstanding
Equity Awards at 2008 Fiscal Year-End





The
following table sets forth information regarding all outstanding equity awards
held by the named executive officers at December 31, 2008.




Option Awards
                          
                          
                          Stock AwardsName
                          
                          Number of
                            Securities
                            Underlying
                            Unexercised
                            Options
                            (#)
                            Exercisable
                          
                          
                          Number of
                            Securities
                            Underlying
                            Unexercised
                            Options
                            (#)
                            Unexercisable
                          
                          
                          Equity
                            Incentive Plan
                            Awards:
                            Number of
                            Securities
                            Underlying
                            Unexercised
                            Unearned
                            Options (#)
                          
                          Option
                            Exercise
                            Price
                            ($)
                          
                          
                          Option
                            Expiration
                            Date
                          
                          
                          Number
                            of Shares or
                            Units of
                            Stock That
                            Have Not
                            Vested (#)
                          
                          
                          Market
                            Value of
                            Shares or
                            Units of
                            Stock
                            That
                            Have Not
                            Vested
                            ($ )
                          
                          
                          Equity
                            Incentive
                            Plan
                            Awards:
                            Number of
                            Unearned
                            Shares,
                            Units or
                            Other
                            Rights That
                            Have Not
                            Vested (#)
                          
                          
                          Equity Incentive
                            Plan Awards:
                            Market or Payout
                            Value of
                            Unearned
                            Shares, Units or
                            Other Rights That
                            Have Not Vested
                            ($)Guohua
      Ku
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –Guangyu
      Wu
                          
                          
                          30,000
                          
                          
                          
                          170,000
                          (1)
                          
                          
                          –
                          
                          
                          $
                          0.80
                          
                          
                          8/4/2013
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –




(1)
              The
      stock options, granted on August 4, 2008, vest as to 15% on February 2,
      2009; 15% on August 4, 2009; 50% on August 4, 2010; and the remaining 20%
      on August 4, 2011.





Potential
Payments Upon Termination or Change of Control




Employment
Agreements




Certain
of our executive officers, including our CEO, have an employment agreement with
the Company.  Under Chinese law, we may only terminate employment
agreements without cause and without penalty by providing notice of non-renewal
one month prior to the date on which the employment agreement is scheduled to
expire. If we fail to provide this notice or if we wish to terminate an
employment agreement in the absence of cause, as defined in the agreement, then
we are obligated to pay the employee one month’s salary for each year we have
employed the employee. We are, however, permitted to terminate an employee for
cause without penalty pursuant to the employment
agreement.




4




2007
Plan




To date,
the only awards outstanding under the 2007 Plan are stock
options.  Under the terms of the 2007 Plan, recipients have the
right to exercise any vested options, in whole or in part, at any time after
termination during the remaining term of the option; provided, however, that the
Board may specify a shorter period for exercise following termination as it
deems reasonable and appropriate.   In the event of the
recipient’s termination of employment by the Company without “cause” (as may be
defined in an employment agreement), by the recipient for “good reason” (as may
be defined in an employment agreement), or by reason of the recipient's death or
“disability” (as may be defined in an employment agreement), any portion of the
option that has not become vested and exercisable as of the date of the
termination of employment shall immediately vest and become
exercisable.  The 2007 Plan is more fully described above in the
narrative following the Summary Compensation Table.




Director
Summary Compensation Table





The following table sets forth certain
information regarding the compensation earned by or awarded during the 2008
fiscal year to each director that is not a named executive officer and who
served on our board of directors in the 2008 fiscal year.





Name
                      
                      Fees Earned
                        or
      Paid in
                        Cash ($)
                      
                      
                      Stock
                        Awards
                        ($)
                      
                      
                      Option
                        Awards
                        ($) (1)
                      
                      
                      Non-Equity
                        Incentive
      Plan
                        Compensation
                        ($)
                      
                      
                      Nonqualified
                        Deferred
                        Compensation
                        Earnings
                      
                      
                      All
      Other
                        Compensation
                        ($)
                      
                      
                      Total
                        ($)Nicolas
      Shao
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      0Hanqiao
      Zheng
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      0





(1)
            The
      aggregate number of option awards outstanding at December 31, 2008
      for each of the directors was as
follows:





Name
                  
                  OptionsNicolas
      Shao
                  
                  
                  0Hanqiao
      Zheng
                  
                  
                  0





Non-employee
directors are eligible to participate in the 2007 Plan at the discretion of the
full board of directors.  If grants are made to the directors, the
options are granted at fair market value, as defined in the 2007 Plan, and are
subject to the normal terms and conditions of the 2007 Plan.  No
grants of stock options were made to non-employee directors in
2008.


5


ITEM
      12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND  RELATED
      SHAREHOLDER MATTERS.




The
following table sets forth certain information by each of the following as of March 31,
2009 (unless otherwise indicated) regarding their beneficial ownership of our
common stock: (i) each person who is known by us to beneficially own more than
5% of our common stock; (ii) our Chief Executive Officer and the other
individual named in the Summary Compensation Table in this Amended Report; (iii)
each of our directors; and (iv) all of our directors and executive officers as
of March 31, 2009 as a group.




Beneficial
ownership is determined in accordance with the rules of the SEC and includes
voting and investment power with respect to the securities.  Except as
indicated by footnote, and subject to applicable community property laws, the
persons and entities named in the table below have sole voting and sole
investment power with respect to the shares set forth opposite each person’s or
entity’s name.




Shares of
common stock subject to options currently exercisable or exercisable within
60 days after March 31,
2009 are deemed outstanding for purposes of computing the percentage ownership
of the person holding such options, but are not deemed outstanding for purposes
of computing the percentage ownership of any other person.




Common
      Stock
                      Beneficially
      OwnedBeneficial Owner
                    
                    Number of
                      Shares
                    
                    
                    Percent
      of
                        ClassCarlyle
      Asia Growth Partners III, L.P.
                      c/o
      The Carlyle Group
                      1001
      Pennsylvania Avenue, NW, Suite 220
                      Washington,
      DC 20004
                    
                    
                    8,131,746
                    (1)
                    
                    
                    22.32
                    %Guohua
      Ku
                    
                    
                    18,706,843
                    
                    
                    
                    51.36
                    %Lanwei
      Li
                    
                    
                    45,000
                    (2)
                    
                    
                    *Zhigang
      Wu
                    
                    
                    18,000
                    (3)
                    
                    
                    *Nicolas
      Shao
                    
                    
                    —
                    
                    
                    
                    *All
      executive officers and directors as a group
    (5 persons)
                    
                    
                    18,769,843
                    (4)
                    
                    
                    51.53
                    %





*
            Less
      than one percent (1%) of outstanding
  shares.


(1)
            The
      amount shown and the following information is derived from Amendment No. 1
      to the Schedule 13D filed jointly by (i) Carlyle Asia Growth Partners III,
      L.P., a Cayman Islands exempt limited partnership (“Asia Growth”), (ii)
      CAGP III Co-Investment, L.P., a Cayman Islands exempt limited partnership
      (“Co-Investment”), (iii) CAGP General Partner, L.P., a Cayman Islands
      exempt limited partnership, (iv) CAGP Ltd., a Cayman Islands exempt
      company, (v) TC Group Cayman, L.P., a Cayman Islands exempt limited
      partnership (vi) TCG Holdings Cayman, L.P., a Cayman Islands exempt
      limited partnership, and (vii) Carlyle Offshore Partners II, Ltd. A Cayman
      Islands exempt company, reporting beneficial ownership as of April 29,
      2008. According to the amended Schedule 13D, Asia Growth and Co-Investment
      are the record owners of 7,785,415 and 346,331 shares of Common Stock,
      respectively. CAGP General Partner, L.P. is the general partner of both
      Asia Growth and Co-Investment. CAGP General Partner, L.P. may, by virtue
      of it being the general partner of Asia Growth and Co-Investment, be
      deemed to have voting control and investment discretion over the
      securities held by Asia Growth and Co-Investment. The sole general partner
      of CAGP General Partner, L.P. is CAGP Ltd., a limited company that is
      wholly owned by TC Group Cayman, L.P. The sole general partner of TC Group
      Cayman, L.P. is TCG Holdings Cayman, L.P. Carlyle Offshore Partners II,
      Ltd. Is the sole general partner of TCG Holdings Cayman, L.P. Each of CAGP
      Ltd., TC Group Cayman, L.P., TCG Holdings Cayman, L.P., and Carlyle
      Offshore Partners II, Ltd. May, by virtue of being the owner or general
      partner, as the case may be, of CAGP General Partner, L.P., CAGP Ltd., TC
      Group Cayman, L.P., and TCG Holdings Cayman, respectively, be deemed to
      have voting control and investment discretion over the securities held by
      Asia Growth and Co-Investment.


(2)
            Includes
      18,000 shares issuable upon the exercise of
  options.


(3)
            Includes
      45,000 shares issuable upon the exercise of
  options.


(4)
            Includes
      18,706,843 shares held directly and 63,000 shares issuable upon the
      exercise of options.


6




EQUITY
COMPENSATION PLAN INFORMATION




The
following table sets forth certain information as of December 31, 2008 with
respect to securities authorized for issuance under the 2007 Plan, which was not
approved by our shareholders.




Plan Category
                
                Number of securities to be
                  issued
      upon exercise of
                  outstanding
      options,
                  warrants
      and rights
                  (a)
                
                
                Weighted-
                  average exercise
                  price
      of
                  outstanding
                  options,
                  warrants
      and
                  rights
      (b)
                
                
                Number of securities
                  remaining available for
                  future
      issuance under
                  equity compensation plans
                  (excluding
      securities
                  reflected
      in column (a))
                  (c)Equity
      compensation plans approved by shareholders
                
                
                —
                
                
                
                —
                
                
                
                —Equity
      compensation plans not approved by shareholders
                
                
                3,000,000
                
                
                $
                0.80
                
                
                
                0Total
                
                
                3,000,000
                
                
                $
                0.80
                
                
                
                0




ITEM
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE.




The board
of directors must approve all related party transactions. All material related
party transactions will be made or entered into on terms that are no less
favorable to us than can be obtained from unaffiliated third
parties.




Director
Independence





Nicolas Shao is our only non-employee
director, and our board of directors has determined he is independent pursuant
to the listing rules of NASDAQ.





ITEM
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES.




The
following table shows the fees earned by Goldman Park Kurland Mohidin, for the
audit and other services provided that related to the fiscal years ended
December 31, 2008 and 2007.  We have not yet selected our auditor
for the 2009 fiscal year.




2008
                        
                        
                        2007Audit
      Fees
                        
                        $
                        155,000
                        
                        
                        $
                        137,500Audit-Related
      Fees
                        
                        
                        18,170
                        
                        
                        
                        16,000Tax
      Fees
                        
                        
                        —
                        
                        
                        
                        —All
      Other Fees
                        
                        
                        —
                        
                        
                        
                        —Total
                        
                        $
                        173,170
                        
                        
                        $
                        153,500





Audit Fees.Audit
fees for the fiscal years ended December 31, 2008 and 2007 were for
professional services rendered for audits of our annual financial statements and
review of our quarterly financial statements included in our Quarterly Reports
on Form 10-Q.




Audit-Related
Fees.Audit-related fees for the fiscal years ended December
31, 2008  and 2007 were for assurance and related services related to
the audit and review of our annual financial statements and our quarterly
financial statements included in our Quarterly Reports on Form
10-Q.




The board
of directors has determined that the provision of these services is compatible
with the maintenance of the independence of Goldman Park Kurland
Mohidin.




The board
of directors has adopted a policy to pre-approve all audit and permissible
non-audit services provided by the independent registered public accounting
firm.  The pre-approval policy is detailed as to the particular
service or category of services and is subject to a specific
budget.  The services include the engagement of the independent
registered public accounting firm for audit services and audit-related
services.


7




If we
need to engage the independent registered public accounting firm for other
services, which are not considered subject to the general pre-approval as
described above, then the board of directors must approve such specific
engagement as well as the projected fees.  If the timing of the
project requires an expedited decision, then the Board has delegated to the
Chairman the authority to pre-approve such engagement, subject to fee
limitations.  The Chairman must report all such pre-approvals to the
entire board of directors for ratification at the next meeting.





PART
IV




ITEM
      15.
            EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES.





(a)
            Financial
      Statements and Schedules





(3)
            Exhibits.
      Please see the list of exhibits set forth on our Exhibit Index, which is
      incorporated herein by
reference.


8


SIGNATURES




In
accordance with the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.





China
      Recycling Energy CorporationDate:
      April 30, 2009
                    
                    By:
                    /s/  Guohua KuGuohua
      KuChairman
      of the Board and Chief Executive OfficerDate:
      April 30, 2009
                    
                    By:
                    /s/  Xinyu
PengXinyu
      PengChief
      Financial Officer and SecretaryDate:
      April 30, 2009
                    
                    By:
                    /s/  Lanwei LiLanwei
      LiDirector
      and Vice PresidentDate:
      April 30, 2009
                    
                    By:
                    /s/  Nicolas
      ShaoNicolas
      ShaoDirector


9


EXHIBIT
INDEX





The
following documents listed below that have been previously filed with the SEC
(1934 Act File No. 000-12536 unless otherwise stated) are incorporated herein by
reference:




Exhibit
                  No.
              
              Description3.1
              
              Articles
      of Incorporation (filed as Exhibit 3.05 to the Company’s Form 10-KSB for
      the fiscal year ended December 31, 2001).3.2
              
              Second
      Amended and Restated Bylaws (filed as Exhibit 3.1 to the Company’s Current
      Report on Form 8-K dated July 8, 2004).4.1
              
              Common
      Stock Specimen (filed as Exhibit 4.1 to the Company’s Form SB-2 dated
      November 12, 2004; 1934 Act File No. 333-120431).10.1
              
              Securities
      Exchange Agreement by and among Boulder Acquisitions, Inc., Sifang
      Holdings Co., Ltd. and the shareholders of Sifang Holdings Co., Ltd.,
      dated effective as of June 23, 2004 (filed as Exhibit 10.1 to the
      Company’s Current Report on Form 8-K dated July 8,
  2004).10.2
              
              Share
      Purchase Agreement, dated January 24, 2007, between individual purchasers
      and shareholders of China Digital Wireless, Inc. (filed as Exhibit 11.1 to
      the Company’s Current Report on Form 8-K dated January 26,
      2007).10.3
              
              TRT
      Joint Operation Agreement between Shanghai TCH Energy Technology Co. Ltd.
      and Xi’an Yingfeng Science and Technology Co.Ltd. dated February 1, 2007
      (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated
      April 9, 2007)10.4
              
              Share
      exchange agreement between Hanqiao Zheng and Guohua Ku and a group of
      individual purchasers all of whom are shareholders of Xi’an Yingfeng
      Science and Technology Co. Ltd (“Yingfeng”) signed on February 22, 2007
      and consummated on June 21, 2007 (filed as Exhibit 10.1 to the Company’s
      Current Report on Form 8-K dated June 22, 2007)10.5
              
              Share
      exchange agreement between Guohua Ku and a group of individual purchasers
      all of whom are shareholders of Xi’an Yingfeng Science and Technology Co.
      Ltd (“Yingfeng”) dated on August 22, 2007 (filed as Exhibit 10.1 to
      the Company’s Current Report on Form 8-K dated August 23,
      2007).10.6
              
              Share
      purchase agreement between Guohua Ku and Hanqiao Zheng dated on August 23,
      2007 2007 (filed as Exhibit 10.1 to the Company’s Current Report on Form
      8-K dated August 24, 2007).10.7
              
              Assets
      Transfer and Share Issuance Agreement between Company and Hanqiao Zheng on
      November 14, 2007 (filed as Exhibit 10.1 to the Company’s Current Report
      on Form 8-K dated November 16, 2007).10.8
              
              Share
      Purchase Agreement between Company and Hanqiao Zheng on November 16, 2007
      (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated
      November 16, 2007).10.9
              
              Stock
      and Notes Purchase Agreement, between Company, Sifang Holdings Co., Ltd.,
      Shanghai TCH Energy Technology Co., Ltd.  and Carlyle Asia
      Growth Partners III, L.P. and CAGP III Co-Investment, L.P. dated November
      16, 2007 (filed as Exhibit 10.1 to the Company’s Current Report on Form
      8-K dated November 16, 2007).10.10
              
              Amendment
      to Stock and Notes Purchase Agreement, between Company, Sifang Holdings
      Co., Ltd., Shanghai TCH Energy Technology Co., Ltd. and Carlyle Asia
      Growth Partners III, L.P. and CAGP III Co-Investment, L.P. dated April 29,
      2008 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K
      dated April 30, 2008).








Exhibit
                  No.
              
              Description10.11
              
              Form
      of 10% Secured Convertible Promissory Note issued by the Company to
      Carlyle Asia Growth Partners III, L.P. and CAGP III Co-Investment, L.P.
      (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated
      November 16, 2007).10.12
              
              Form
      of 5% Secured Convertible Promissory Note issued by the Company to Carlyle
      Asia Growth Partners III, L.P. and CAGP III Co-Investment, L.P (filed as
      Exhibit 10.3 to the Company’s Current Report on Form 8-K dated November
      16, 2007).10.13
              
              5%
      Secured Convertible Promissory Note in the aggregate principal amount of
      $5,000,000 issued by the Company to Carlyle Asia Growth Partners III, L.P.
      and CAGP III Co-Investment, L.P 2008 (filed as Exhibit 10.2 to the
      Company’s Current Report on Form 8-K dated April 30,
  2008).10.14
              
              Form
      of 5% Secured Convertible Promissory Note in the aggregate principal
      amount of $10,000,000 issued by the Company to Carlyle Asia Growth
      Partners III, L.P. and CAGP III Co-Investment, L.P 2008 (filed as Exhibit
      10.3 to the Company’s Current Report on Form 8-K dated April 30,
      2008).10.15
              
              Registration
      Rights Agreement between Company and Carlyle Asia Growth Partners III,
      L.P. and CAGP III Co-Investment, L.P. dated November 16, 2007 (filed as
      Exhibit 10.6 to the Company’s Current Report on Form 8-K dated November
      16, 2007).10.16
              
              Shareholders
      Agreement between Company and Carlyle Asia Growth Partners III, L.P., CAGP
      III Co-Investment, L.P., Hanqiao Zheng and Ping Sun dated November 16,
      2007 (filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K
      dated November 16, 2007).10.17
              
              Form
      of Nonstatutory Stock Option Agreement - Manager Employee (filed as
      Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 8,
      2008).*10.18
              
              2007
      Nonstatutory Stock Option Plan (filed as exhibit 10.1 to the Company’s
      Registration Statement on Form S-8 dated November 13,
    2007).*10.19
              
              Form
      of Nonstatutory Stock Option Agreement - Non-Manager Employee (filed as
      Exhibit 10.2 to the Company’s Current Report on Form 8-K dated August 8,
      2008).14.1
              
              Code
      of Ethics (filed  as  an  Exhibit  14 to the Company’s
      Annual Report on Form 10-KSB for the period ending December 31,
      2004).21.1
              
              Subsidiaries
      (filed as Exhibit 21.1 on the Company’s Current Report on Form 8-K dated
      November 16, 2007).23.1
              
              Consent
      of Independent Registered Public Accounting Firm (filed as exhibit 23.1 to
      the Company’s Annual Report on Form 10-K dated March 23,
      2009).31.1
              
              Rule
      13a-14(a)/15d-14(a) certification of the Chief Executive Officer.
      †31.2
              
              Rule
      13a-14(a)/15d-14(a) certification of the Chief Financial Officer.
      †32.1
              
              Section
      1350 certification. †




*
Management contract, compensatory plan or arrangement.


†
Exhibits filed herewith.