UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





[X]
            QUARTERLY
      REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934FOR
      THE QUARTERLY PERIOD ENDED MARCH 31, 2008OR[   ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





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)
            (IRS
      Employer
              Identification
      No.)





A-1,
10, Street 7


Shenyang
Economic and Technological Development Zone


Shenyang,
China


110027


(Address
of principal executive offices, including zip code.)





+86
(24) 2519-7699


(telephone
number, including area code)





(Former
name or former address, if changed since last report)





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 last 90 days.


YES
[X]   NO [   ]





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,” “non-accelerated filer,” and “smaller reporting company” in
Rule 12b-2 of the Exchange Act.





Large accelerated
      filer  [   ]
            
            Accelerated
      filer   [   ]Non-accelerated
      filer     [   ]
              (do
      not check if a smaller
              reporting
      company)
            
            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
[  ]   NO [ X ]





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date: 22,549,000 shares as of April 30,
2008.








PART
I – FINANCIAL INFORMATION





ITEM
      1.  FINANCIAL STATEMENTS





Balance
      Sheets
            F-1Statements
      of Operations
            F-2Statements
      of Cash Flows
            F-3Note
      to Financial Statements
            F-4





























SmartHeat
Inc.


(formerly
Pacific Goldrim Resources, Inc.)


(An
Exploration Stage Company)





Balance
Sheets





March
      31,
              
              
              October
      31,2008
              
              
              2007(Unaudited)
              
              
              (Audited)$
              
              
              
              $AssetsCurrent
      AssetsCash
              
              
              7,338
              
              
              
              9,185Accounts
      receivable
              
              
              772
              
              
              
              -8,110
              
              
              
              9,185Liabilities
      and Stockholders’ DeficiencyCurrent
      LiabilitiesAccounts
      payable
              
              
              16,429
              
              
              
              250Stockholders’
      DeficiencyCommon
      Stock75,000,000
      shares authorized, with a $0.001 par value,6,549,900
      shares issued and outstanding
              
              
              6,549
              
              
              
              6,549Additional
      Paid-in Capital
              
              
              38,426
              
              
              
              38,426Deficit
      Accumulated During the Exploration Stage
              
              
              (53,294
              )
              
              
              (36,040
              )Total
      Stockholders’ Deficiency
              
              
              (8,319
              )
              
              
              8,935Total
      Liabilities and Stockholders’ Deficiency
              
              
              8,110
              
              
              
              9,185







The
accompanying notes are an integral part of these financial
statements
 
 F-1


SmartHeat
Inc.


(formerly
Pacific Goldrim Resources, Inc.)


(An
Exploration Stage Company)





Statements
of Operations


(Unaudited)








Two
      Months Ended
              March,
      31
            Five
      Months Ended
              March,
      31
            August
      4, 2006
              (date
      of inception)
              to
      March 31,2008
            
            
            2007
            
            
            2008
            2007
            2008$
            
            
            $
            
            
            $
            $
            $ExpensesAccounting
      and administration
            400
            
            
            100
            
            
            1,000
            450
            2,800Audit
      fees
            10,778
            
            
            –
            
            
            10,778
            3,000
            24,617Bank
      charges
            23
            
            
            16
            
            
            68
            113
            325General
      office expense
            107
            
            
            170
            
            
            260
            310
            843Legal
      fees
            1,802
            
            
            –
            
            
            1,802
            8,186
            11,988Mineral
      property costs
            –
            
            
            –
            
            
            –
            –
            6,694Transfer
      agent and filing fees
            2,570
            
            
            50
            
            
            3,346
            901
            6,027Total
      Expenses
            15,680
            
            
            336
            
            
            17,254
            12,960
            53,294Net
      Loss
            (15,680)
            
            
            (336)
            
            
            (17,254)
            (12,960)
            (53,294)Basic
      and Diluted Net Loss Per Share
            (0.00)
            
            
            (0.00)
            
            
            (0.00)
            (0.00)Weighted
      Average Number of Shares Outstanding – basic and diluted
            6,549,900
            
            
            6,549,900
            
            
            6,549,900
            6,549,900





The
accompanying notes are an integral part of these financial
statements
 
 F-2


SmartHeat
Inc.


(formerly
Pacific Goldrim Resources, Inc.)


(An
Exploration Stage Company)





Statements
of Cash Flows


(Unaudited)








Five
      Months Ended
              March
      31,
            August
      4, 2006
              (date
      of inception)
              to
      March 31,2008
            2007
            2008$
            $
            $Cash
      Flows From Operating ActivitiesNet
      loss
            (17,254)
            (12,960)
            (53,294)Changes
      in operating assets and liabilitiesAccounts
      receivable
            (772)
            –
            (772)Accounts
      payable
            16,179
            –
            16,429Due
      to a related party
            –
            (125)
            –Net
      Cash Used in Operating Activities
            (1,847)
            (13,085)
            (37,637)Cash
      Flows From Financing ActivitiesProceeds
      From Issuance of Common Stock
            –
            –
            44,975Net
      Cash Provided by Financing Activities
            –
            –
            44,975Net  (decrease)
      in Cash
            (1,847)
            (13,085)
            7,338Cash,
      Beginning
            9,185
            39,516
            –Cash,
      Ending
            7,338
            26,431
            7,338Supplemental
      Cash Flow InformationCash
      paid for:Interest
            –
            –
            –Income
      taxes
            –
            –
            –












































The
accompanying notes are an integral part of these financial
statements


F-3





SmartHeat
Inc.


(formerly
Pacific Goldrim Resources, Inc.)


(An
Exploration Stage Company)





Notes to
the Financial Statements


March 31,
2008


(Unaudited)








1.           Basis
of Presentation





Unaudited Interim Financial
Statements





The
accompanying unaudited interim financial statements have been prepared by
SmartHeat Inc. (formerly known as Pacific Goldrim Resources, Inc.) (the
"Company") in accordance with generally accepted accounting principles in the
United States for interim financial information and with the instructions to
Form 10-Q of Regulation S-K.  They do not include all information and
footnotes required by generally accepted accounting principles for complete
financial statements.  However, except as disclosed herein, there have
been no material changes in the information disclosed in the notes to the
financial statements for the year ended October 31, 2007 with the Securities and
Exchange Commission.  The interim unaudited financial statements
should be read in conjunction with those financial statements. In the opinion of
management, all adjustments considered necessary for a fair presentation,
consisting solely of normal recurring adjustments, have been made. Operating
results for the five months ended March 31, 2008 are not necessarily indicative
of the results that may be expected for the year ended December 31,
2008.





Subsequent
to the period end, the Company entered into a Share Exchange Agreement with
Shenyang Taiyu Machinery & Electronic Equipment Co., Ltd., a plate heat
exchange products company organized under the laws of the People's Republic of
China ("Taiyu"), and the shareholders of Taiyu.  Refer to Note 2
below.





2.           Subsequent
Events





On April
14, 2008, the Company entered into and consummated a series of agreements which
resulted in the acquisition of all of share capital of Taiyu, the divestiture of
the Company's prior exploration business, and the change of the Company's name
to SmartHeat Inc.  The acquisition of Taiyu's share capital was
accomplished pursuant to the terms of a Share Exchange Agreement dated April 14,
2008 (the "Share Exchange Agreement") by and among the Company's wholly owned
subsidiary SmartHeat Inc., a Nevada corporation ("SmartHeat"), Taiyu and all of
the shareholders of Taiyu (the "Taiyu Shareholders").  At the closing
under the Share Exchange Agreement all of the equitable and legal rights, title
and interests in and to Taiyu's share capital in the amount of Yuan 25,000,000
was exchanged for an aggregate of 18,500,000 shares of SmartHeat common stock
(the "Share Exchange").  As a result of the Share Exchange, Taiyu
became a wholly-owned subsidiary of SmartHeat.  SmartHeat was
thereafter immediately merged into the Company.

























SmartHeat
Inc.


(formerly
Pacific Goldrim Resources, Inc.)


(An
Exploration Stage Company)





Notes to
the Financial Statements


March 31,
2008 (Unaudited)








2.           Subsequent
Events (continued)





In
addition, the following actions occurred under the terms of the Share Exchange
Agreement:




Immediately
following the closing of the Share Exchange, the Company transferred all of its
pre-closing assets and liabilities (other than the obligation to pay a $10,000
fee to the Company's audit firm) to a wholly owned subsidiary, PGR Holdings,
Inc., a Nevada corporation ("SplitCo"), under the terms of an Agreement of
Conveyance, Transfer and Assignment of Assets and Assumption of Obligations
dated April 14, 2008.  The Company also sold all of the outstanding
capital stock of SplitCo to Jason Schlombs (the former director and officer, and
a major shareholder, of the Company) pursuant
to a Stock Purchase Agreement dated April 14, 2008 in exchange for the surrender
of 2,500,000 shares of the Company's common stock held by Mr.
Schlombs.





As a
condition to the closing of the Share Exchange, Mr. Jun Wang, the Chairman and
Chief Executive Officer of Taiyu was appointed to the board of directors of the
Company.  Mr. Wang is the sole member of the board of directors as of
the date hereof, Mr. Schlombs, having resigned effective as of the close of
business on April 15, 2008.





Also as a
condition to the closing of the Share Exchange, Mr. Schlombs resigned as the
President, Chief Executive Officer, Secretary and Treasurer of the Company and
Mr. Jun Wang was appointed as President and Chief Executive Officer, Ms. Zhijuan
Guo was appointed as Chief Financial Officer and Ms. Huajun Ai was appointed as
Corporate Secretary.





As a
result of the Share Exchange and the cancellation of the 2,500,000 shares of the
Company's common stock pursuant to the Split-Off Agreement, there are 22,549,900
shares of the Company's common stock issued and outstanding, approximately
82.04% of which are held by the former Taiyu Shareholders.  The
shareholders of the Company immediately prior to the completion of these
transactions hold the remaining 17.96% of the issued and outstanding share
capital of SmartHeat.








F-5


ITEM
2.                      MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS





This quarterly report contains
forward-looking statements as that term is defined in the Private Securities
Litigation Reform Act of 1995.  These statements relate to future
events or our future financial performance.  In some cases, you can
identify forward-looking statements by terminology such as “may”, “should”,
“expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”,
“potential”, or “continue” or the negative of these terms or other comparable
terminology.  These statements are only predictions and involve known
and unknown risks, uncertainties and other factors that may cause our or our
industry’s actual results, levels of activity, performance or achievements to be
materially different from future results, levels of activity, performance or
achievements expressed or implied by these forward-looking
statements.





Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements.  Except as required by applicable law, including the
securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.





Our financial statements are stated in
United States Dollars (US$) and are prepared in accordance with United States
Generally Accepted Accounting Principles.  In this quarterly report,
unless otherwise specified, all dollar amounts are expressed in United States
dollars.  All references to “common shares” refer to the common shares
in our capital stock.





The following discussion and analysis
of our financial condition and results of operations relates to the period ended
March 31, 2008.  As disclosed in Item 5 of this Part II  as
a subsequent event, on April 14, 2008 we completed a series of transactions that
changed our operations as described in detail in our Current Report on Form 8-K,
filed with the SEC on April 18, 2008.  We refer you to that report
for  further description of the transactions and our business going
forward.





As used in this quarterly report the
terms “we”, “us”, “our”, and the “Company” means SmartHeat Inc. (formerly known
as Pacific Goldrim Resources, Inc.), unless otherwise indicated.





General





We were incorporated in the State of
Nevada on August 4, 2006.  We are a start-up, exploration stage
corporation that had intended to engage in the exploration of mineral
properties.  We do not own any property, but have the right to conduct
exploration activities on one property; herein referred to as the Twelve Mile
mineral claim.





Our auditors have issued a going
concern opinion.  Our auditors have a substantial doubt that the
Company will be able to continue as an on-going business for the next twelve
months unless we obtain additional capital to pay our bills.  This is
because we have not generated or realized any revenues from our business
operations.  The ability of the Company to emerge from the exploration
stage with respect to any planned principal business activity is dependant upon
its successful efforts to raise additional equity financing and/or attain
profitable operations.   Accordingly, we will need to raise cash
from sources other than the sale of minerals found on the
property.  Our only other source for cash at this time is investments
by others in our Company.





Since inception, the Company issued
6,549,900 shares of common stock via private placement for cash proceeds of
$44,975.  On August 8, 2006 we issued 2,500,000 shares of common stock
at $0.001 per share for proceeds of $2,500.   An additional
4,000,000 shares of common stock were issued at $0.0075 per share on August 25,
2006 for proceeds of $30,000.  49,900 shares of common stock were
issued on August 31, 2006 at $0.25 per share for proceeds of
$12,475.










We had cash resources of $7,338 and
accounts receivable of $772 as at March 31, 2008.  We do not have
sufficient funds to continue with our exploration program as we will continue to
incur administrative and professional charges associated with preparing,
reviewing, auditing and filing our financial statements and our periodic and
other disclosure documents.





Management is exploring a variety of
options to meet the Company’s cash requirements and future capital requirements,
including the possibility of equity offerings, debt financing and business
combinations.





Plan
of Operations





We intended to explore for silver, lead
and zinc.   Our target is mineralized material. Mineralized
material is a mineralized body that has been delineated by appropriate spaced
drilling or underground sampling to support sufficient tonnage and average grade
of metals to justify removal.





We must conduct exploration to
determine if mineralized material exists and if any minerals that are found can
be economically extracted and profitably processed.





The property is undeveloped raw
land.  Detailed exploration and surveying has not been
initiated.  To our knowledge, no previous exploration activities have
taken place on the property.  The only events that have occurred are:
the acquisition of the Twelve Mile mineral claim by our sole officer and
director, Jason Schlombs, who is the record owner, holding the claim in trust
for the Company, and the preparation of an independent geological report dated
October 24, 2006 by Robert P. Ilchik, Consulting Geologist. Our original
consulting geologist; Robert Ihchik is unavailable and does not expect to be
able to provide us any services in the foreseeable future.  As such,
we retained Richard Jeanne to act as our Consulting Geologist and commence
exploration under the proposed Two Phase Work Program.





We have begun research and data review
of available geological information as outlined under Phase 1 of our recommended
exploration program described below and have consulted with our current
geologist; Richard Jeanne to discuss plans for Phase 1 exploration
work.





Phase 1 of the initial exploration
program would consist of air photo interpretation, geological mapping and
geochemical rockchip sampling. The exploration program was expected to take
approximately two months to complete, weather permitting, and would cost
approximately $9,500.





Phase 2 of the initial exploration
program will entail either a VLF survey (survey using very low frequency radio
transmitters as the electromagnetic source to identify lateral changes in the
subsurface electrical properties of the bedrock)  – 10 lines, 100 m
spacing or; an IP Survey (survey using induced polarization as the
electromagnetic source) – 4 lines, 800 m each and would take approximately three
months to complete, weather permitting, and would cost approximately $4,000 (VLF
Survey) or $12,500 (IP Survey).





Currently, we do not have sufficient
funds to complete Phase 1 or to initiate Phase 2 and will need to raise
additional capital from a public offering, a private placement or
loans.





We anticipate that additional funding
will be in the form of issuance of debt and/or equity financing from the sale of
our common stock. However, we have no assurance that we will be able to raise
sufficient funds from the sale of our common stock to pay all of our anticipated
expenses.





For the period ended March 31, 2008,
much of our efforts were directed at locating new business opportunities. Our
plan of operation over the next twelve months will be to consider guidelines of
industries in which the Company may hold an interest; to adopt a business plan
regarding engaging in a business in any selected industry and to commence such
operations through funding by issuing debt and/or equity
securities.








If we are unable to identify any new
business opportunities and cannot generate sufficient revenues to fund all of
our anticipated expenses, we will either have to suspend operations until we do
raise the cash, or cease operations entirely.





Limited
Operating History; Need for Additional Capital





There is limited historical financial
information about Pacific Goldrim Resources, Inc. upon which to base an
evaluation of our performance.  We are an exploration stage
corporation and have not generated any revenues from operations.  We
cannot guarantee we will be successful in our business operations. Our business
is subject to risks inherent in the establishment of a new business enterprise,
including limited capital resources, possible delays in the exploration of our
properties, and possible cost overruns due to price and cost increases in
services.





To become profitable and competitive,
we will conduct research and exploration of the property before we start
production of any minerals we may find.  We have no assurance that
future financing will be available to us on acceptable terms.  If
financing is not available on satisfactory terms, we may be unable to continue,
develop or expand our operations.  Equity financing could result in
additional dilution to existing shareholders.








Results
of Operations





FROM
INCEPTION ON AUGUST 4, 2006 TO MARCH 31, 2008





We acquired the right to conduct
exploration activity on one mineral claim consisting of thirteen (13) mineral
title cells, collectively referred to as the Twelve Mile
Property.  The property is located in the Slocan Mining Division of
southeastern British Columbia, Canada.  The claim was electronically
staked by our sole officer and director, Jason Schlombs, using the BC Mineral
Title website as administered by the Mineral Tenure Act of British
Columbia.  We do not own any interest in the property, but merely have
the right to conduct exploration activities on one property. We commissioned
Robert P. Ilchik, Consulting Geologist to prepare a preliminary geology report
on the property; which included a recommended two-phase exploration
program.





Our original consulting geologist,
Robert Ihchik is unavailable and does not expect to be able to provide us any
services in the foreseeable future.  We have retained the services of
Richard Jeanne (Consulting Geologist) to complete Phase 1 of our exploration
program.





We have begun research and data review
of available geological information as outlined in the exploration program of
our geological report.  We have consulted with our geologist to
discuss plans for the continuation of Phase 1 of our exploration
program.





Net cash from the sale of shares since
inception on August 4, 2006 to March 31, 2008 was $44,975. Since inception, we
have used our common stock to raise money to register the title, for corporate
expenses and to repay outstanding indebtedness.





Our auditors have a substantial doubt
that the Company will be able to continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our
bills.  This is because we have not generated or realized any revenues
from our business operations.  Accordingly, we will need to raise cash
from sources other than the sale of minerals found on the property. The ability
of the Company to emerge from the exploration stage with respect to any planned
principal business activity is dependant upon its successful efforts to raise
additional equity financing and/or attain profitable operations. Due to our
inability to commence exploration on our mining property in British Columbia,
Canada on a timely basis we are considering other business
opportunities.








Liquidity
and Capital Resources





As of the date of this report, we have
yet to generate any revenues from our business activities.  Further,
we own no property.





On August 8, 2006, we issued 2,500,000
shares of common stock through a private placement pursuant to section
Regulation S of the Securities Act of 1933 to our sole officer and director, Mr.
Jason Schlombs in August 2006 in consideration of $2,500.  The shares
were sold to a non-US person and all transactions closed outside the United
States of America.  This was accounted for as a purchase of shares of
common stock.





On August 25, 2006, we completed a
private placement of 4,000,000 shares of common stock pursuant to Reg. S of the
Securities Act of 1933 and raised $30,000.  All of these shares were
sold to non-US persons and all transactions closed outside the United States of
America.  This was accounted for as a purchase of shares of common
stock.





On August 31, 2006, we completed a
second private placement of 49,900 shares of common stock pursuant to Reg. S of
the Securities Act of 1933 and raised $12,475.  All of these shares
were sold to non-US persons and all transactions closed outside the United
States of America.  This was accounted for as a purchase of shares of
common stock.





As of March 31, 2008 our total assets
were $ 8,110 and our total liabilities were $16,429 for a working capital
deficit of $8,319. Total liabilities were comprised of general administrative
costs, audit fees and transfer agent fees.  We do not sufficient funds
to last for twelve months and will need to secure additional capital from other
sources.





ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
required.





ITEM
4.  CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls
and Procedures - We maintain “disclosure controls and procedures,” as
such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934
(the “Exchange Act”), that are designed to ensure that information required to
be disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure. We conducted an evaluation (the “Evaluation”), under the supervision
and with the participation of our Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”), of the effectiveness of the design and operation of
our disclosure controls and procedures (“Disclosure Controls”) as of the end of
the period covered by this report pursuant to Rule 13a-15 of the Exchange Act.
Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls
were effective as of the end of the period covered by this report.





Additionally, there were no significant
changes in our internal controls or in other factors that  could
significantly affect theses controls subsequent to the evaluation
date.  We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.










PART
I – OTHER INFORMATION










ITEM
1.  LEGAL PROCEEDINGS





None.





ITEM
2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS





None.





ITEM
3.  DEFAULTS UPON SENIOR SECURITIES





None.





ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





None.





ITEM
5.  OTHER INFORMATION





Share
Exchange and Related Transactions





On April 14, 2008, the Company entered
into and consummated a series of agreements which resulted in the acquisition of
all of share capital of Shenyang Taiyu Machinery & Electronic Equipment Co.,
Ltd, a plate heat exchange products company organized under the laws of the
People's Republic of China ("Taiyu"), the divestiture of the Company's prior
exploration business, and the change of the Company's name to SmartHeat
Inc.  The acquisition of Taiyu's share capital was accomplished
pursuant to the terms of a Share Exchange Agreement dated April 14, 2008 (the
"Share Exchange Agreement") by and among the Company's wholly owned subsidiary
SmartHeat Inc., a Nevada corporation ("SmartHeat"), Taiyu and all of the
shareholders of Taiyu (the "Taiyu Shareholders").  At the closing
under the Share Exchange Agreement all of the equitable and legal rights, title
and interests in and to Taiyu's share capital in the amount of Yuan 25,000,000
was exchanged for an aggregate of 18,500,000 shares of SmartHeat common stock
(the "Share Exchange").  As a result of the Share Exchange, Taiyu
became a wholly-owned subsidiary of SmartHeat.  SmartHeat was
thereafter immediately merged into the Company.





In addition, the following actions
occurred under the terms of the Share Exchange Agreement:




·
            Immediately
      following the closing of the Share Exchange, the Company transferred all
      of its pre-closing assets and liabilities (other than the obligation to
      pay a $10,000 fee to the Company's audit firm) to a wholly owned
      subsidiary, PGR Holdings, Inc., a Nevada corporation ("SplitCo"), under
      the terms of an Agreement of Conveyance, Transfer and Assignment of Assets
      and Assumption of Obligations dated April 14, 2008.  The Company
      also sold all of the outstanding capital stock of SplitCo to Jason
      Schlombs (the former director and officer, and a major shareholder, of the
      Company) pursuant to a Stock Purchase Agreement dated April 14, 2008 in
      exchange for the surrender of 2,500,000 shares of the Company's common
      stock held by Mr. Schlombs.





·
            As
      a condition to the closing of the Share Exchange, Mr. Jun Wang, the
      Chairman and Chief Executive Officer of Taiyu was appointed to the board
      of directors of the Company.  Mr. Wang is the sole member of the
      board of directors as of the date hereof, Mr. Schlombs, having resigned
      effective as of the close of business on April 15,
    2008.










·
            Also
      as a condition to the closing of the Share Exchange, Mr. Schlombs resigned
      as the President, Chief Executive Officer, Secretary and Treasurer of the
      Company and Mr. Jun Wang was appointed as President and Chief Executive
      Officer, Ms. Zhijuan Guo was appointed as Chief Financial Officer and Ms.
      Huajun Ai was appointed as Corporate
Secretary.





As a result of the Share Exchange and
the cancellation of the 2,500,000 shares of the Company's common stock pursuant
to the Split-Off Agreement, there are 22,549,900 shares of the Company's common
stock issued and outstanding, approximately 82.04% of which are held by the
former Taiyu Shareholders.  The shareholders of the Company
immediately prior to the completion of these transactions hold the remaining
17.96% of the issued and outstanding share capital of SmartHeat.





SmartHeat designs, manufactures, sells,
and services plate heat exchangers ("PHEs"), compact plate heat exchanger units
("PHE Units"), and heat meters for a broad range of industries, including
petroleum refining, petrochemicals, power generation, metallurgy, food &
beverage, and chemical processing.  SmartHeat is one of three
authorized dealers of Sondex A/S, one of the world's leading PHE manufacturers,
for the industrial and energy sectors in the People's Republic of China and
sells PHEs under the "Sondex" brand name. PHE Units are designed by SmartHeat
engineers and assembled with Sondex plates, which are then sold under the brand
name "Taiyu."





A more complete description of the
Share Exchange and related transactions, as well as a detailed discussion of the
business of SmartHeat following the consummation of these transactions, is
included in the Current Report on Form 8-K that we filed with the Securities and
Exchange Commission on April 18, 2008.





Change
in Fiscal Year





In connection with the consummation of
the Share Exchange and related transactions discussed above, our fiscal year end
has been changed from October 31 to December 31, effective as of April 14,
2008.








ITEM
      6.
            EXHIBITS





The
      following documents are included
herein:





Exhibit
      No.
            Document
      Description31.1
            Certification
      of Chief Executive Officer pursuant to Rule 13a-15(e) and 15d-15(e),
      promulgated under the Securities and Exchange Act of 1934, as
      amended.31.2
            Certification
      of Chief Financial Officer pursuant to Rule13a-15(e) and 15d-15(e),
      promulgated under the Securities and Exchange Act of 1934, as
      amended.32.1
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the
              Sarbanes-Oxley
      Act of 2002 (Chief Executive Officer).32.2
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the
              Sarbanes-Oxley
      Act of 2002 (Chief Financial
Officer).











SIGNATURES





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













SMARTHEAT
      INC.
              (Registrant)/s/ JUN WANMay
      9, 2008
            By:
            Jun
      Wang
              President
      and Chief Executive Officer/s/
      ZHIJUAN GUOMay
      9, 2008
            By:
            Zhijuan
      Guo
              Chief
      Financial Officer















EXHIBIT
INDEX








Exhibit
      No.
            Document
      Description31.1
            Certification
      of Chief Executive Officer pursuant to Rule 13a-15(e) and 15d-15(e),
      promulgated under the Securities and Exchange Act of 1934, as
      amended.31.2
            Certification
      of Chief Financial Officer pursuant to Rule13a-15(e) and 15d-15(e),
      promulgated under the Securities and Exchange Act of 1934, as
      amended.32.1
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the
              Sarbanes-Oxley
      Act of 2002 (Chief Executive Officer).32.2
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the
              Sarbanes-Oxley
      Act of 2002 (Chief Financial
Officer).