UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2010

SMARTHEAT INC.
(Exact Name of Registrant as Specified in its Charter)

Nevada
 
001-34246
 
98 -0514768
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS 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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨
Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Item 2.02.
Results of Operations and Financial Condition.
 
On March 31, 2010, SmartHeat Inc. issued a press release announcing its 2009 year-end financial results, 2010 market guidance, and an investor conference call to be held on March 31, 2010 at 7:30 am EST.

The press release is furnished as Exhibit 99.1 to this Current Report. Exhibit 99.1 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
 
Item 9.01.
Financial Statements and Exhibits.
 
(d)    Exhibits
 
Exhibit
 
Description
     
Exhibit 99.1
  
Press Release “SmartHeat Inc. Announces Record 2009 Annual Results Anticipates Rapid Earnings Growth in 2010 from Clean Technology Energy Savings Product Sales,” dated March 31, 2010

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 31, 2010

SMARTHEAT INC.
   
By:
/s/ Jun Wang
Name:
Jun Wang
Title:
Chairman & Chief Executive Officer
 
Smartheat Inc. (MM) (NASDAQ:HEAT)
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