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). 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. 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
      INCDate:
      April 3, 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
                                  
                                  April
      3, 2009Jun
      Wang/s/Zhijuan
    Guo
                                  
                                  
                                  Chief
      Financial Officer and Treasurer
                                  
                                  April
      3, 2009Zhijuan
      Guo/s/Frederick
      Rittereiser
                                  
                                  
                                  Director
                                  
                                  April
      3, 2009Frederick
      Rittereiser/s/Arnold
      Staloff
                                  
                                  
                                  Director
                                  
                                  April
      3, 2009Arnold
      Staloff/s/Weiguo
      Wang
                                  
                                  
                                  Director
                                  
                                  April
      3, 2009Weiguo
      Wang/s/Wenbin
Lin
                                  
                                  
                                  Director
                                  
                                  April
      3, 2009Wenbin
      Lin