**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**


**FORM
        10-QSB/A**


(Amendment
        No. 1)






(Mark
      One)




x
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE OF 1934




For
      the
      quarterly period ended March 31, 2007




o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
                ACT





For
      the
      transition period from ___________ to ___________




Commission
      file number: 333-126900




**CHINA
      CLEAN ENERGY INC.**


(Name
      of
      Small Business Issuer in Its Charter)




Delaware
            87-0700927(State
                or Other Jurisdiction of Incorporation
              or
                Organization)
            (I.R.S.
                Employer Identification No.)17
                Candlewood Drive
              West
                Windsor, New Jersey
            08550(Address
                of Principal Executive Offices)
            (Zip
                Code)




Issuer’s
      Telephone Number: (609) 799-8921




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes x   No o




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




As
      of May
      14, 2007, there were 21,512,269 shares of the issuer’s common equity
      outstanding.




Transitional
      Small Business Disclosure Format (Check one): Yes  o No x







EXPLANATORY
          NOTE
 
 We
          filed
          our Quarterly Report on Form 10-QSB for the quarterly period ended March
          31,
          2007 on May 15, 2007 (the “Original Report”). We are filing this Amendment No. 1
          on Form 10-QSB/A (the “Amended Report”) in order to amend and restate (i) Part I
          - Item 3 “Controls and Procedures” and (ii) Part II - Item 2 “Unregistered Sales
          of Equity Securities and Use of Proceeds.” The other Items of our Original
          Report are not amended hereby.
 
 The
          Amended Report speaks as of the date of the filing of the Original Report,
          March
          31, 2007. All information contained in the Original Report, as amended
          by the
          Amended Report, is subject to updating and supplementing as provided in
          our
          reports filed with the Securities and Exchange Commission subsequent to
          the date
          of the Original Report.





i






**Item
      3. Controls and Procedures.**




We
          carried out an evaluation, under the supervision and with the participation
          of
          our management, including our chief executive officer and chief financial
          officer, of the effectiveness of the design and operation of our disclosure
          controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under
          the
          Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure
          controls and procedures include, without limitation, controls and procedures
          designed to ensure that information required to be disclosed by an issuer
          in the
          reports that it files or submits under the Exchange Act is accumulated
          and
          communicated to the issuer’s management, including its principal executive and
          principal financial officers, or persons performing similar functions,
          as
          appropriate to allow timely decisions regarding required disclosure and
          to
          ensure that material information required to be disclosed in an issuer's
          filings
          under the Exchange Act is recorded, processed, summarized and reported
          within the specified time period. Based upon our evaluation, our chief
          executive
          officer and chief financial officer concluded that our disclosure controls
          and
          procedures are effective, as of the end of the period covered by this Report
          (March 31, 2007), in ensuring that (i) material information that we are
          required
          to disclose in reports that we file or submit under the Exchange Act is
          recorded, processed, summarized and reported within the time periods
          specified in the Securities and Exchange Commission (“SEC”) rules and forms and
          (ii) information required to be disclosed in our Exchange Act reports is
          accumulated to management to allow timely decisions regarding required
          disclosure. There were no changes in our internal control over financial
          reporting during the three month period ended March 31, 2007 that have
          materially affected, or are reasonably likely to materially affect, our
          internal
          control over financial reporting.


13




**PART
      II**


**OTHER
      INFORMATION**




**Item
                2.**
            **Unregistered
                Sales of Equity Securities and Use of
                Proceeds**




During
          the period covered by this Report, we have not issued unregistered securities
          which have not been “previously reported” as defined in
 Rule
          12b-2 of the Exchange Act, except for the following:
  On
          January 25, 2007, we issued 30,000 shares of common stock, valued at $0.10
          per
          share, to Crocker Coulson, William Cofin, Sean Collins, Guonan Ma, each
          employees of CCG Elite Investor Relations, as compensation for investor
          relations services. These shares were issued pursuant to an agreement between
          us
          and CCG Elite Investor Relations dated November 8, 2006. The issuance of
          these
          shares was exempt from registration under the Securities Act pursuant to
          Section
          4(2) thereof, and each offeree was an “accredited investor” within the meaning
          of Rule 501(a) of the Securities Act.
 
 On
          January 25, 2007, we issued 50,000 shares of common stock, valued at $0.10
          per
          share, to Craig Bird, an employees of Segue Ventures LLC, as compensation
          for
          investor relations services. These shares were issued pursuant to an agreement
          between us and Segue Ventures LLC dated November 13, 2006. The issuance
          of these
          shares was exempt from registration under the Securities Act pursuant to
          Section
          4(2) thereof, and each offeree was an “accredited investor” within the meaning
          of Rule 501(a) of the Securities Act.




**Item
                6.**
            **Exhibits**




**Exhibit**
              **Number**
            
            **Description**31.1*
            
            Section
                302 Certification of Principal Executive Officer31.2*
            
            Section
                302 Certification of Principal Financial Officer32.1*
            
            Section
                906 Certification of Principal Executive Officer32.2*
            
            Section
                906 Certification of Principal Financial
                Officer







*
            Filed
                herewith.







14




**SIGNATURES**




In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




Dated:
                  June 15, 2007
              By:
              /s/
                  Tai-ming OuTai-ming
                  OuChief
                  Executive Officer
                (Principal
                  Executive Officer)




Dated:
                  June 15, 2007
              By:
              /s/
                  Gary ZhaoGary
                  ZhaoChief
                  Financial Officer
                (Principal
                  Financial Officer and Principal Accounting
                  Officer)






15




**EXHIBIT
      INDEX**




**Exhibit**
              **Number**
            
            **Description**31.1*
            
            Section
                302 Certification of Principal Executive Officer31.2*
            
            Section
                302 Certification of Principal Financial Officer32.1*
            
            Section
                906 Certification of Principal Executive Officer32.2*
            
            Section
                906 Certification of Principal Financial
                Officer







*
            Filed
                herewith.