UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington, D.C.
20549




FORM 10-K/A


(AMENDMENT
NO. 2)


(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
      reportingcompany
      þ(Do
      not check if a smaller reportingcompany)





Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YesoNoþ





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. 2 to the SmartHeat Inc. (the “Company”) 10-K originally filed on
March 18, 2009 is being filed solely to revise Item 9A(T) to clarify that the
Company’s principal executive and principal financial officers determined that
(i) the Company’s controls and procedures were effective and (ii) the design and
operation of its internal control over financial reporting pursuant to Rule
13a-15 of the Exchange Act was effective and evaluated and based on the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway
Commission.  All other items and exhibits contained in the Form 10-K
as filed on March 18, 2009 remain unchanged.









Item 9A(T). Controls and
Procedures.




(a)
Evaluation of Disclosure Controls and Procedures




An
evaluation was conducted under the supervision and with the participation of the
Company’s management, including the Chief Executive Officer (“CEO”), its
principal executive officer, and Chief Financial Officer (“CFO”), its principal
financial officer, of the effectiveness of the design and operation of the
Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and
Rule 15d-15(e) of the Exchange Act) as of December 31, 2008. Based on that
evaluation, the CEO and CFO concluded that the Company’s disclosure controls and
procedures were effective as of such date to ensure that information required to
be disclosed in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by the Company in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the Company's management, including its principal executive and principal
financial officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.




(b)
Management's Annual Report on Internal Control Over Financial
Reporting




The
Company's management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rule 13a-15(f) of the
Exchange Act. The Company's internal control over financial reporting is a
process designed by, or under the supervision of, the Company's CEO and CFO, and
effected by the issuer's board of directors, management and other personnel, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles and includes those policies and
procedures that:




•
            pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      Company;•
            provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that receipts and expenditures of the Company
      are being made only in accordance with authorizations of management and
      directors of the Company;•
            provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the Company's assets that
      could have a material effect on the financial
  statements.


Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. Therefore, internal control
over financial reporting determined to be effective provides only reasonable
assurance regarding the reliability of financial reporting and the preparations
of financial statements for external purposes in accordance with generally
accepted accounting principles.




The
Company carried out an evaluation of the effectiveness as of December 31, 2008,
of the design and operation of its internal control over financial reporting
pursuant to Rule 13a-15 of the Exchange Act, which was conducted under the
supervision and with the participation of the Company's CEO and CFO. This
evaluation was based on the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in the report entitled "Internal
Control--Integrated Framework". Based upon this evaluation, the Company's CEO
and CFO concluded that the Company's internal controls over financial reporting
are effective as of December 31, 2008.




This
Annual Report on Form 10-K does not, nor is required to, include an attestation
report of the Company’s independent registered public accounting firm regarding
internal control over financial reporting. Management’s report was not subject
to attestation by the Company’s independent registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit the Company to provide only management’s report in this annual
report.




(c)
Internal control over financial reporting




There
were no changes in our internal control over financial reporting (as such term
is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during
the year ended December 31, 2008 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.












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
      INCDate:
      May 4, 2009
            By:
            /s/
      Jun WangJun
      WangChief
      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
              
              May
      4, 2009Jun
      Wang
              
              (Principle
      Executive Officer)/s/
      Zhijuan Guo
              
              Chief
      Financial Officer and Treasurer
              
              May
      4, 2009Zhijuan
      Guo
              
              (Principal
      Financial Officer and Principal Accounting Officer)/s/
      Fredrick Rittereiser
              
              Director
              
              May
      4, 2009Frederick
      Rittereiser/s/
      Arnold Staloff
              
              Director
              
              May
      4, 2009Arnold
      Staloff/s/
      Weiguo Wang
              
              Director
              
              May
      4, 2009Weiguo
      Wang/s/
      Wenbin Lin
              
              Director
              
              May
      4, 2009Wenbin
      Lin