8-K

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): May 21, 2007

Sinoenergy Corporation

(Exact name of registrant as specified in its charter)

Nevada	0-30017	84-1491682
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

234-5149 Country Hills Blvd. NW; Suite 429, Calgary, Alberta, Canada T3A 5K8

(Address of principal executive offices)

Registrant’s telephone number, including area code: (832) 274-3766

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 (see General Instruction A.2. below):

[ ] 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 May 21, 2007, Sinoenergy Corporation (the "Company") announced its financial results for the quarterly period ended March 31, 2007 and certain other information. A copy of the Company’s press release announcing these financial results and certain other information is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 8.01 Other Events

On May 21, 2007, the Company issued a press release announcing that it has signed a letter of intent with Sinopec Shanghai Petrochemical Company Limited to secure the supply of 200 million cubic meters of natural gas per year to Hubei Gather Energy Gas Co., a 55% subsidiary of the Company, once the Sichuan-Shanghai gas pipelines commence operation. The letter of intent is subject to negotiation of a definitive agreement and satisfaction of any conditions set forth in the definitive agreement. A copy of the Company’s press release is attached hereto as Exhibit 99.2. A copy of the letter of intent is attached hereto as Exhibit 99.3.

Item 9.01 Financial Statements and Exhibits.

Exhibits
99.1	Press Release, dated May 21, 2007
99.2	Press Release, dated May 21, 2007
99.3	Letter of Intent, dated May 14, 2007

SIGNATURES

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.

	SINOENERGY CORPORATION
	(Registrant)
Date: May 22, 2007	/s/	Qiong (Laby) Wu
		Qiong (Laby) Wu, Chief Financial Officer

EX-99.1

Exhibit 99.1

For Immediate Release

Contact:
Sinoenergy Corporation	CCG Elite Investor Relations Inc.
Ms. Laby Wu, CFO	Mr. Crocker Coulson, President
Phone: +86-10-8492-8149	Phone: +1-646-213-1915 (New York)
Email: labywu@gmail.com	Email: crocker.coulson@ccgir.com

Sinoenergy Corporation Announces

First Quarter 2007 Results

Qingdao, China, May 21 , 2007--Sinoenergy Corporation (OTC Bulletin Board: SNEN), a manufacturer of compressed natural gas (CNG) vehicle and gas station equipment and a designer, developer and operator of CNG filling stations in China, today announced its financial results for the first quarter ended March 31, 2007.

First Quarter 2007 Highlights

· Revenues increased 5% from the first quarter of 2006 to a record quarterly revenues of $2.6 million

· Gross profit was $1.0 million, compared to $1.1 million in the first quarter of 2006

· Operating income was $413,000 million, a decrease of 42% from $714,000 in the first quarter of 2006

· Net income increased to $350,000, or $0.02 per fully diluted share, as a result of a tax holiday in 2007

First Quarter 2007 Results

Net revenue was $2.6 million for the quarter ended March 31, 2007, up 5% from $2.5 million in the first quarter of 2006. The modest growth in year over year revenues was due to a restructuring of the Company's non-standard pressure container manufacturing subsidiary, Yuhan, to focus on design, manufacture and installation of high value-added components that are closely related with storage and transportation of compressed natural gas. As a result, revenue from this segment declined from $1.17 million in the first quarter of 2006, to $783,000 in the first quarter of 2007. The decrease in non-standard pressure container business was offset by increased revenue from CNG station facilities and construction segment, which increased about 38% in the first quarter of 2007 from the first quarter of 2006. In addition, Sinoenergy did not provide technical services for CNG station design and construction for other operators in the first quarter of 2007, as the Company is now focused on its own network of CNG filling stations.

Gross profit for the quarter was $1.0 million, a modest decrease from $1.1 million in the first quarter of 2006. Gross margin was 39.4% in the 2007 quarter, down from 44% in the same period last year. This decline was attributable to the reduction in revenues from CNG filling station design and construction services, which enjoys a higher gross margin than sales of CNG equipment. In addition, during the first quarter of 2007, the Company purchased raw materials for its CNG equipment business that in the past had been provided by its customers, which also contributed to lower margins.

Operating expenses in the March 2007 quarter were $622,000, up 59% from $390,000 in the first quarter of 2006. This increase was primarily due to general and administrative expenses relating to our new CNG station operating segment, which did not generate any revenue in the first quarter of 2007, and higher professional fees resulting from our status as a public company in the United States.

Operating income was $413,000, or 15.7% of revenue, a decrease from $714,000, or 28.6% of revenue, in the first quarter of 2006 due to the factors stated above.

Net income was $350,000, or $0.02 per share (basic and diluted), compared to a net income of $336,000, or $0.02 per share (basic and diluted), in the first quarter of 2006.

“As of today, we have 16 out of a planned initial 30 CNG filling stations under construction and expect to have our first stations in operation by August of 2007 in Wuhan and Pingdingshan,” said Mr. Bo Huang, CEO of Sinoenergy Corporation. “We are also very pleased to note that the company recently signed an intention agreement with Sinopec to obtain additional 200 million cubic meters of natural gas annual supply, which will generate $60 million net revenue with $10 million net income from natural gas process and whole sale business. And the 200 million cubic meters of natural gas supply can be used downstream by 70-80 CNG substations either for substations operated by Sinoenergy or substations owned by third parties by the year 2009.”

Financial Condition

At March 31, 2006, Sinoenergy had approximately $2.5 million in cash and working capital was about $ 6.1 million. The Company utilized cash of $4.0 million for its operations during the first quarter of 2007, primarily due to a $5.2 million of receivables and $4.4 million advance payment to suppliers for CNG station equipment purchased by the Company and its subsidiaries to build the CNG filling stations. The Company funded the negative cash flow from operations from the sale of common stock upon exercise of warrants issued in our June 2006 private placement. During the first quarter of 2007, Sinoenergy received $5.8 million from the exercise of warrants and from April 1, 2007 through May 16, 2007, the Company received an additional $5.5 million, for a total of $11.3 million in net proceeds from the exercise of warrants. The net proceeds strengthen Sinoenergy’s balance sheet and provides the Company with the necessary funds to finance the build out of 30 CNG stations during 2007.

Total liabilities, including short term bank loans and operating payables, stood at $12.8 million. Stockholders’ equity totaled $ 22.3 million at March 31, 2007 compared to $16.0 million at the end of 2006.

Significant Subsequent Events

On April 9, 2007, the Company granted options to purchase 1,118,000 shares of common stock to 36 employees, including senior officers and key staff members.

On April 30, 2007, we received a $2,585,000 short-term loan from Bank of Communication Qingdao 1st Branch (Qingdao Communication Bank) to fund our CNG filing station business. The loan bears the standard interest rate of China People Bank, which was 6.39% at March 31, 2007, and will be adjusted accordingly.

On May 16, 2007, Sinoenergy signed intention agreement with Sinopec to secure the supply of 200 million cubic meter of natural gas per year to Hubei Gather Energy Gas Co., Ltd, a 55% owned Sinoenergy subsidiary, to supply CNG vehicle using for 20 years once the Sichuan-shanghai gas pipelines starts operations. The construction of Sichuan-Shanghai natural gas pipeline is expected to be completed at the end of 2008 and a final agreement between Sinoenergy and Sinopec is expected to be signed then.

In the first quarter of 2007, the Company started the construction of 16 CNG filing stations in Wuhan and Pingdingshan City and expects to start to build an additional 14 CNG filing stations within the next two months in Hunan, Anhui, Zhejiang and Henan provinces to provide services in the central and eastern China regions.

Business Outlook

The Company believes the demand for natural gas over the next several years will experience strong growth, driven by expanded CNG distribution pipelines serving central and eastern China, Chinese government support for CNG as a clean-burning, domestically produced energy source for vehicles, and the strong economic advantage of using CNG to power taxis and buses. Sinoenergy is strategically positioned in five of China’s fastest growing provinces and plans to rapidly expand its network of owned and operated CNG fillings stations.

For the full year 2007, the Company continues to expect to achieve revenues of $30-32 million and operating income of $9-10 million.

“We continue to be very excited by the growth opportunities presented by the CNG vehicle market in China. With the proceeds from the exercise of our warrants that we have received to date, anticipated bank financing, and cash from operations, we believe we have the financial resources to execute our planned construction of 30 CNG filling stations in 2007. Based on our current construction timeline, we expect to begin seeing revenues during the third quarter of 2007 with a meaningful contribution in the fourth quarter,” remarked Mr. Deng Tianzhou, chairman of Sinoenergy Corporation.

“We are also very pleased with the development of our CNG vehicle conversion kit business, and would expect to ship 5,000 kits in the second quarter out of a targeted 15,000 kits of 2007. And we also expect to see strong sales of our CNG truck trailers, CNG deposit systems, and improved shipments of our non standard pressure containers. Based on these factors, we would expect net revenue for the second quarter to be about $6 million to $7 million with net income of $1.5 million to $ 2 million.”

Conference Call

The Company will host a conference call at 10:00 a.m. Eastern Time on Monday, May 21, 2007 to discuss results for the first quarter result. Joining Mr. Tianzhou Deng, Chairman, will be Mr. Bo Huang, CEO and Ms. Laby Wu, CFO.

To participate in the conference call, please dial the following number five to ten minutes prior to the scheduled conference call time: (888) 481-7939. International callers should dial (617) 847-8707. The passcode for the call is 491 575 72.

If you are unable to participate in the call at this time, a replay will be available on Monday, May 21 at 12:00 am EDT, through Monday, May 28 at 12:00 am EDT. To access the replay, dial (888) 286-8010. International callers should dial (617) 801-6888. The conference passcode is 106 683 52.

This conference call will be broadcast live over the Internet and can be accessed by all interested parties by clicking on http://phx.corporate-ir.net/playerlink.zhtml?c=205975&s=wm&e=1561577. Please access the link at least fifteen minutes prior to the start of the call to register, download, and install any necessary audio software. For those unable to participate during the live broadcast, a 90 day replay will be available shortly after the call by accessing the same link.

About Sinoenergy:

Sinoenergy is a manufacturer of compressed natural gas (CNG) vehicle and gas station equipment as well as a designer, developer and operator of CNG stations in China. In addition to its CNG related products, the Company also manufactures a wide variety of pressure containers for use in different industries, including the design and manufacture of various types of pressure containers in the petroleum and chemical industries, the metallurgy and electricity generation industries and the food and brewery industries.

Forward-Looking Statements

The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward- looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statements reflect our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

—FINANCIAL TABLES FOLLOW—

Sinoenergy Corporation and Subsidiaries

Consolidated Balance Sheets

(In thousands of United States dollars)

	March 31, 2007		December 31, 2006
ASSETS		Unaudited		Audited
CURRENT ASSETS
Cash		2,493		588
Accounts receivable(net)
-Related party		646		594
-Third party		2,457		3,777
Other receivables
-Related party		6,470		1,220
-Third party		1,308		1,176
Deposits and prepayments-Third party		4,760		3,187
Deferred expenses		-		4
Inventories		829		937
TOTAL CURRENT ASSETS		18,963		11,483
LONG TERM ASSETS
Long term investment		390		-
Property, plant and equipment (net)		3,629		3,556
Intangible assets		12,044		12,114
Goodwill		676		676
Long term deferred tax asset		4		4
TOTAL ASSETS		35,706		27,833

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Short term bank loan	3,879	3,160
Accounts payable
- Related party	452	452
- Third party	370	211
Other payables
- Related party	4,878	4,073
- Third party	1,137	2,359
Accrued expenses	238	176
Warranty accrual	46	40
Advances from customers	1,823	701
Income taxes payable	7	7
TOTAL CURRENT LIABILITIES	12,830	11,179
Minority interests	619	614

STOCKHOLDERS’ EQUITY
Common stock-$.001 Par Value;	21	15
Issued and Outstanding-21,386,115 shares at March 31, 2007, 14,636,472 shares at December 31, 2006
Series A convertible preferred stock-$0.001 Par Value - 5,357,765 shares at March 31, 2007, 5,692,307 shares at December 31, 2006	5	6
Additional paid-in capital	15,777	9,935
Capital surplus	20	20
Statutory surplus reserve fund	1,140	1,140
Retained earnings	4,926	4,576
Accumulated other comprehensive income	368	348
Total stockholders’ equity	22,257	16,040
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	35,706	27,833

Sinoenergy Corporation and Subsidiaries
Consolidated Statements of Operations (Unaudited)
(In thousands of United States dollars except per-share information)
	Three Months Ended March 31,
	2007		2006 (Restated)
NET REVENUE		2,626		2,500
COST OF REVENUE		-1,591		-1,396
GROSS PROFIT		1,035		1,104
OPERATING EXPENSES
Selling expenses		40		64
General and administrative expenses		582		326
TOTAL OPERATING EXPENSES		622		390
INCOME(LOSS) FROM OPERATIONS		413		714
OTHER INCOME(EXPENSES)
Other non-operating income		1		2
Interest expense		-55		-42
Other expenses		-4		-3
OTHER INCOME (LOSS) NET		-58		-43
INCOME (LOSS) BEFORE INCOME TAXES		355		671
Income tax		-		313
INCOME BEFORE MINORITY INTEREST		355		358
Minority interest		-5		-22
NET INCOME		350		336
Other comprehensive income
Foreign currency translation adjustments		20		-
COMPREHENSIVE INCOME		370		336
Earnings Per Share -Basic		0.02		0.02
Weighted Average Shares Outstanding- Basic		17,561		14,216
Earnings Per Share-Diluted		0.02		0.02
Weighted Average Shares Outstanding- Diluted		23,155		14,216

Sinoenergy Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
(In thousands of United States dollars)
	For the Three Months ended March 31,
	2007		2006 (restate)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		350		336
Cost of stock option granted		10		-
Minority interest		5		22
Depreciation		100		73
Amortization of intangible assets		70		74
Provision for doubtful debts		125		-
Changes in operating assets and liabilities:
Decrease/(Increase) in accounts receivable		1,275		-1,781
(Increase) in other receivables, deposits and prepayments		-7,081		-150
Decrease in inventories		108		-223
Increase in accounts payable		159		881
Increase in accrued expenses		68		5
(Increase)/decrease in deferred expenses		-		2
(Decrease)/increase in advances from customers		1,121		-334
(Decrease)/Increase in other payables		-288		446
(Decrease)/increase in income tax payable		-		492
Net cash provided by operating activities		-3,978		-157
CASH FLOWS FROM INVESTING ACTIVITES
Payment for purchase of property, plant and equipment		-173		-65
Payment for purchase of land use right		-		-
Other investment payment		-517
Net cash used in investing activities		-690		-65
CASH FLOWS FROM FINANCING ACTIVITES
Cash received from bank loan		718		-
Cash received from warrants exercise		5,836		-
Net cash provided in financing activities		6,554		-
Effect of changes in exchange rate		19		-
Net increase in cash		1,905		-222
Cash at beginning of the year		588		334
Cash at end of the year		2,493		112
Supplementary Cash flow disclosure:
Interest Paid		55		42
Tax Paid		-		-

###

EX-99.2

Exhibit 99.2

For Immediate Release

Contact:
Sinoenergy Corporation	CCG Elite Investor Relations Inc.
Ms. Laby Wu, CFO	Mr. Crocker Coulson, President
Phone: +86-10-8492-8149	Phone: +1-646-213-1915 (New York)
Email: labywu@gmail.com	Email: crocker.coulson@ccgir.com

Sinoenergy Announces Intention Agreement with Sinopec

QINGDAO, May 21^st, 2007--Sinoenergy Corporation (OTC Bulletin Board: SNEN), (“Sinoenergy” or the “Company”), a manufacturer of compressed natural gas (CNG) vehicle and gas station equipment as well as an operator of CNG stations in China, announced today that it has signed an intention agreement with Sinopec ( NYSE: SHI) to secure the supply of 200 million cubic meters of natural gas per year to Hubei Gather Energy Gas Co., Ltd (Hubei Gather), a 55% subsidiary of Sinoenergy, to supply CNG vehicles for 20 years once the Sichuan-Shanghai gas pipelines starts its operation.

Hubei Gather is formed by Sinoenergy and Hong Kong China New Energy Development Investment Co. Ltd (“New Energy”), and is expected to be capitalized with $5.0 million of partner investments. It plans to build and operate compressed natural gas plants within Wuhan city and Huangmei country in Hubei province to deliver CNG to most areas in Yangtze River Delta Region.

Hubei Gather is expected to generate revenue from the natural gas process and whole sale in excess of $60 million US dollars annually under full capacity with net income of $10 million US.

Besides, the 200 million cubic meters of natural gas can be used downstream by 70-80 CNG substations either for substations operated by Sinoenergy or substations owned by third parties.

The construction of Sichuan-Shanghai natural gas pipeline is expected to be completed at the end of 2008 and a final agreement between Sinoenergy and Sinopec is expected to be signed then. The pipeline will mainly carry gas from the Pugang gas field, one of the largest gas fields in China with approximately 700 billion cubic meters of proven natural gas accumulated reserves.

“This natural gas supply agreement with Sinopec for 200 million cubic meters per year is an important achievement for Sinoenergy, and a critical factor to support the growth of our CNG wholesale and retail business in the future,” remarked by Mr. Deng Tianzhou, Chairman of Sinoenergy. “In addition to creating a strong foundation for us to execute our strategy of building and operating CNG wholesale and retail distribution network in central and eastern China, Sinoenergy will strengthen its relationship with Sinopec and gain more opportunities for access to natural gas resources in the future.”

About Sinoenergy:

Sinoenergy is a manufacturer of compressed natural gas (CNG) vehicle and gas station equipment as well as a designer, developer and builder of CNG stations in China. In addition to its CNG related products, the Company also manufactures a wide variety of pressure containers for use in different industries, including the design and manufacture of various types of pressure containers in the petroleum and chemical industries, the metallurgy and electricity generation industries and the food and brewery industries.

Safe Harbor Statement

This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements, including but not limited to, the Company’s ability to raise additional capital to finance the Company’s activities; the projected completion of the Sichuan-Shanghai pipeline and signing of final agreement between Sinopec and Sinoenergy; the effectiveness, profitability, and the marketability of its products; legal and regulatory risks associated with the share exchange; the future trading of the common stock of the Company; the ability of the Company to operate as a public company; the period of time for which its current liquidity will enable the Company to fund its operations; the Company’s ability to protect its proprietary information; general economic and business conditions; the volatility of the Company’s operating results and financial condition; the Company’s ability to attract or retain qualified senior management personnel and research and development staff; and other risks detailed in the Company’s filings with the Securities and Exchange Commission. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about the companies and the industry. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or to changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward looking statements are reasonable, they cannot assure you that their expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results.

EX-99.3

Exhibit 99.3

China Petroleum and Chemical Corporation Natural Gas Branch

Hubei Gather Energy Gas Co., Ltd.

Natural Gas Sale and Purchase Intention Agreement

With respect that China Petroleum and Chemical Corporation (SINOPEC) will start to construct natural gas pipeline of the “Deliver the Natural Gas in Sichuan to East Part” project, whose trunk line is from the initial station of Puguang Gas Field in Xuanhan County, Sichuan Province to the final station in Shanghai through Chongqing City (Liangping and Zhongxian, etc.), Hubei Province (Enshi, Yichang, Wuhan, Huangshi and Huangmei, etc.), Anhui Province (Anqing, Chizhou and Xuancheng, etc.), Zhejiang Province (Huzhou and Jiaxing, etc.) and Jiangsu Province. The length of the trunk line is about 1,702km, the diameter is 1,016mm, the designed capacity is 12 billion m³/year, and the designed pressure is 10MPa. It is planned to be completed in December 2008;

With respect that as a natural gas seller authorized by Municipal Government of Huanggang City, Hubei Province, Hubei Gather Energy Gas Co., Ltd. has had certain quantity of customers, and it will have the conditions to receive the natural gas delivered through the pipeline in 2009.

Upon the principle of equal, voluntary, fair, legal and honest and friendly consultation, the both parties come to the intention agreement on sale and purchase of the natural gas delivered through the pipeline.

1. Stating Date

It is temporarily a random day from January 1, 2009 to June 30, 2009.

2. Volume of Gas

From the starting date, the volume of the initial period is 50 million m³/year, and with yearly increment, the final volume should not exceed 200 million m³/year.

3. Price

According to economic appraisal on feasibility research stage, the average price of each substation along the pipeline should not be lower than CNY 1.60/m³ (including storage expenses), and such price should be adjusted according to relevant state policies, which should be confirmed in the annual Natural Gas Sale and Purchase Contract.

4. Quality

The natural gas should comply with the Class II Natural Gas regulated by the State Standard of Natural Gas (GB17820-1999) of the People’s Republic of China.

5. Others

5.1 If the natural gas development strategy of the state or SINOPEC is adjusted, relevant articles of this intention agreement shall become invalid.

5.2 This intention agreement shall not have restrictions to the annual Natural Gas Sale and Purchase Contract signed by both parties.

5.3 This intention agreement is in four original copies, and each party shall keep two of them.

China Petroleum and Chemical Corporation Natural Gas Branch (Sealed)

Authorized Representative: Wu Canqi

General Manager of China Petroleum and Chemical Corporation Natural Gas Branch

Date: May 14, 2007

Hubei Gather Energy Gas Co., Ltd. (Sealed)

Authorized Representative: Wang Zhenhong

Chairman of Hubei Gather Energy Gas Co., Ltd.