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): November 16, 2009

SMARTHEAT INC.
(Exact Name of Registrant as Specified in Charter)
 
Nevada
  
000-53052
  
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
 
(Former name or former address, if changed since last report)

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 DFR 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 November 16, 2009, SmartHeat Inc. issued a press release:

·  
announcing its financial results for the fiscal quarter ended September 30, 2009 where revenues increased 83% to $37.8 million from $20.7 million in third quarter 2008 and net income increased 105% to $8.9 million from $4.3 million in third quarter 2008.
·  
Affirming 2009 earnings guidance of $80 million in revenue and $15.5 million in net income.

The information contained in the press release is deemed to be "filed" under the Securities Exchange Act of 1934 as Exhibit 99.1 to this report, and such press release is incorporated herein by reference.
 
Item 9.01    Financial Statements and Exhibits.
 
(d)    Exhibits
 
Exhibit 99.1  Press Release “SmartHeat Inc. Announces Third Quarter 2009 Financial Results, Affirms Full Year Earnings Guidance and Anticipates Growth Momentum to Continue Into 2010”, dated November 16, 2009.  Exhibit 99.1 is deemed to be "filed" under the Securities Exchange Act of 1934 in this Current Report on Form 8-K.

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: November 16, 2009
 
SMARTHEAT INC.  
   
By:
/s/ Jun Wang
  
Name: 
Jun Wang
Title:
Chairman & Chief Executive Officer