U.S.
Securities and Exchange Commission


Washington,
DC 20549





Form
10-K/A


Amendment
No. 1





x ANNUAL REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year
ended September 30, 2008





o TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition
period from ________ to _________





Commission
File Number 1-34131





Sinoenergy
Corporation


(Name of
small business issuer as specified in its charter)





Nevada
            
            84-1491682(State
      or other jurisdiction of incorporation)
            
            (I.R.S.
      Employer Identification No.)








1603-1604,
Tower B Fortune Centre Ao City, Beiyuan Road, Chaoyang District,


Beijing
China, 100107


(Address
of principal executive offices)


Issuer’s
telephone number: 011 86-10-84928149





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





Title of
Each Class: Common Stock, $ 0.001 par value.





Securities
registered pursuant to Section 12(g) of the Exchange 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 oNo x





Indicated
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes oNo 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
past 90 days. Yes xNo o





Indicate
by check mark if disclosure of delinquent filers in response 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 referenced in Part III of this Form 10-K or any amendment to
this Form 10-K.  o





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.





Large
Accelerated Filer oAccelerated Filer o  
Non-Accelerated Filer o   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 oNo x





As of
December 8, 2008, there were 15,942,336 shares of Common Stock
outstanding.








Documents
incorporated by reference





None














Introductory
Note





This
annual report on Form 10-K/A for the year ended September 30, 2008, has been
filed to amend the disclosure under Item 9A Controls and Procedures and to
refile the certifications required by Section 302 of the Sarbanes Oxley Act of
2002 (Exhibits 31.1 and 31.2).  Accordingly, this amendment only
includes Item 9A and the Exhibit 31 certifications, which omit paragraph 3 since
the financial statements have not been changed.





ITEM
9A.  CONTROLS AND PROCEDURES





Disclosure
Controls and Procedures





Under the
supervision and with the participation of management, our chief executive
officer and chief financial officer have carried out an evaluation of the
effectiveness of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as
amended.





Disclosure
controls and procedures refer to controls and other procedures designed to
ensure that information required to be disclosed in the reports we file or
submit under the Securities Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the SEC
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. In
designing and evaluating our disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives, and management is required to apply its judgment in evaluating and
implementing possible controls and procedures.  It is our management’s
responsibility to establish and maintain adequate internal controls over
financial reporting.





Management
conducted its evaluation of disclosure controls and procedures under the
supervision of our chief executive officer and our chief financial officer.
Based on that evaluation, our management, including our chief executive and
chief financial officers, concluded that because of the significant deficiencies
in internal control over financial reporting described below, our disclosure
controls and procedures were not effective as of December 31, 2008.





Based
upon their evaluation, our chief executive officer and chief financial officer
concluded that there were material weaknesses in our internal controls over
financial reporting as of the end of the period covered by this
report.  In making this assessment, our management used the criteria
set forth by the Committee of Sponsoring Organizations (“COSO”) of the Treadway
Commission in Internal Control — Integrated Framework. Our management concluded
that, as of September 30, 2008, our internal control over financial reporting
was not effective based on these criteria.  Our chief executive
officer and chief financial officer identified weaknesses related to our
accounting personnel’s ability to identify various accounting and disclosure
issues, account for transactions that include an equity-based component, and
prepare financial statements and footnotes in accordance with U.S.
GAAP.  Until June 2006, we were a privately-owned company engaged with
all of our assets and operations located in China, and our financial statements
were prepared in accordance with PRC GAAP.  Since we became a
publicly-traded company, we have significantly expanded the scope of our
business, so that we presently have four business segments.  We have
also engaged in two financings, entered into joint ventures, acquired and
disposed of companies and assets, and granted equity-based
incentives.  All of these events presented complex accounting issues
which were new to our financial staff.  Furthermore, we do not have a
large accounting department and it has been difficult for us to hire qualified
personnel who understand English and Chinese and are familiar with both U.S.
GAAP and PRC GAAP.  We are addressing these issues by reviewing and
revising our internal accounting policies and procedures, expanding the
resources allocated to our accounting department, and hiring outside accounting
advisors.  We expect resolution of these matters may take several
months.





The
conclusion of chief executive officer and chief financial officer regarding our
disclosure controls and procedures is based solely on management’s conclusion
that our internal control over financial reporting was not
effective.





Our
material weaknesses related to:





•
            an
      insufficient complement of personnel in our corporate accounting and
      financial reporting function with an appropriate level of technical
      accounting knowledge, experience, and training in the application of US
      GAAP commensurate with our complex financial accounting and reporting
      requirements and materiality thresholds.•
            Lack
      of internal audit function-the monitoring function of internal control is
      not well performed due to insufficient capable resources. In addition, the
      scope and effectiveness of internal audit function are yet to be
      developed.•
            Insufficient
      or lack of written policies and procedures relating to periodic review of
      current policies and procedures and their
  implementation.












Our
deficiency related to the lack of adequate training of employees, especially
those recently hired, on our accounting policies and our antifraud
programs.





Remediation
and Changes in Internal Control over Financial Reporting





The
Company has discussed the material weaknesses and deficiency in its internal
control over financial reporting with the audit committee of the board of
directors and is in the process of developing and implementing remediation plans
to address the material weaknesses and deficiency in our internal control over
financial reporting. During the fiscal year ended September 30, 2008, management
conducted a program to plan the remediation of all identified deficiencies using
a risk-based approach based on the “Internal Control — Integrated
Framework” issued by COSO. These plans contemplate various changes in process,
procedures, policy, training and organizational design, and are currently being
implemented. In addition, the Company intends to hire and/or appoint new
managers in the accounting area and/or engage accounting professionals from
external resources to address internal control weaknesses related to technical
accounting.





The
following specific remedial actions were currently in process, to address the
material weaknesses and deficiency in our internal control over financial
reporting described above:





•
            Reorganize
      and restructure our corporate accounting staff by:•
            revising
      the reporting structure and establishing clear roles, responsibilities,
      and accountability;•
            hiring
      additional technical accounting personnel to address our complex
      accounting and financial reporting requirements;•
            assessing
      the technical accounting capabilities at our subsidiaries to ensure the
      right complement of knowledge, skills, and training;
and•
            establishing
      internal audit functions,





•
            Improve
      period-end closing procedures by:•
            ensuring
      that account reconciliations and analyses for significant financial
      statement accounts are reviewed for completeness and accuracy by qualified
      accounting personnel;•
            implementing
      a process that ensures the timely review and approval of complex
      accounting estimates by qualified accounting personnel and subject matter
      experts, where appropriate;•
            developing
      better monitoring controls for corporate accounting and at our
      subsidiaries,•
            documenting
      and implementing antifraud programs and controls as well as comprehensive
      risk assessment of procedures, programs and controls,
  and•
            making
      efforts to develop written policies and procedures, but the progress has
      been slowed due to limited resources and personnel
  changes.





Due to
lack of qualified personnel in the region, we were not able to hire sufficient
internal audit resources before the end of 2008. During 2008, we hired an
internal audit manager and, we will increase our efforts to hire qualified
personnel.  We anticipate that we will be able to complete the
remediation before September 30, 2009.





Auditor
Attestation




This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
 Management’s report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit us to provide only management’s report in this
annual report.














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.











SINOENERGY
      CORPORATION.
              (Registrant)Dated:  December
      29, 2009
            By:
            /s/ Bo
      HuangBo
      Huang, Chief Executive Officer








Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.





Signature
            
            Title
            
            Date/s/
      Bo Huang*
            
            Chief
      Executive OfficerBo
      Huang
            
            and
      Director (Principal Executive Officer)/s/
      Shiao Ming Sheng*
            
            Chief
      Financial OfficerShiao
      Ming Sheng
            
            (Principal
      Financial andAccounting
      Officer)/s/
      Tianzhou Deng*
            
            DirectorTianzhou
      Deng/s/
      Robert I. Adler*
            
            DirectorRobert
      I. Adler/s/
      Renjie Lu*
            
            DirectorRenjie
      Lu/s/
      Greg Marcinkowski*
            
            DirectorGreg
      Marcinkowski/s/
      Baoheng Shi*
            
            DirectorBaoheng
      Shi/s/
      Xiang Dong (Donald) Yang*
            
            DirectorXiang
      Dong (Donald) Yang





*By:
      /s/  Bo Huang
            
            
            
            December
      29, 2009Bo
      Huang


Attorney-in-fact