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): March 1, 2008

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.)

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

Beijing China, 100107

(Address of principal executive offices)

Registrant’s telephone number, including area code: 86-10-84928149

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 1.01 Entry into Material Definitive Agreement

On March 1, 2008, Qingdao Sinogas General Machinery Co., Ltd., a wholly-owned subsidiary of Sinoenergy Corporation (the “Company”), entered into an land lease agreement with Qingdao Mingchen Real Estate Co., Ltd. (“Qingdao Mingchen”) pursuant to which the subsidiary would lease to Qingdao Mingchen the property located at No.66 Jinhua Road, Sifang District, Qingdao City, China, for a term of three years beginning on January 2008 and expiring on December 31, 2010, at price of RMB40 million per year, which, based on the current exchange ratio, is equivalent to $5.7 million. The lease also gives Qingdao Mingchen a right of first refusal if Qingdao Sinogas proposes to sell the property.

The Company will relocate its facilities before September 30, 2008 to a facility acquired by the Company through its previously announced purchase of Qindao Jingrun General Machinery Company (“Jingrun”) in August 2007.

A copy of the English translation to the agreement is filed as Exhibit 99.1. A copy of the press release is filed as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

Exhibits

99.1	English translation of Land Agreement dated March 1, 2008, between Qingdao Sinogas General Machinery Co., Ltd and Qingodao Mingchen Real Estate Co., Ltd.
99.2	Press release, dated March 31, 2008

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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: March 31, 2008	/s/ Qiong (Laby) Wu
	Qiong (Laby) Wu, Chief Financial Officer

EX-99.1

Exhibit 99.1

Land Lease Agreement

Party A: (Lessor) Qingdao Sinogas General Machinery Co., Ltd

Party B: (Leaser) Qingdao Mingchen Real Estate Co., Ltd

Through friendly consultation, Party A and Party B come to the following agreement that Party A leases the land located at No.66 Jinhua Road, Sifang District, Qingdao City to Party B:

1. General Situation of the Land:

1.1 Location and Area: The land is located at No.66 Jinhua Road, Sifang District, Qingdao City, the factory area is 35737.72m², and the construction area is 14796.43m².

1.2 Surrounding:

East: Jinhuayuan Residential Area, Qingdao Paperboard Factory

South: Jinhua Road

West: Cangkou Garage, Jinhua Branch Road

North: Dormitory of Qingdao Textile Machinery Factory

1.3 Property of the Land: Transferable Industrial Land

2. Real Estate Ownership Certificate:

Party A acquired the Real Estate Ownership Certificate issued by the People’s Government of Qingdao City on April 9, 2007 after being approved by Land Resource and House Ownership Transaction Center of Qingdao City, fulfilling relevant procedures regulated by the Temporary Rules on Urban Land Use Right Transfer of the People’s Republic of China, and fully paying relevant taxes and charges.

3. Grade and Use Term of the Land:

The grade of the land is Qingdao Urban Industrial Grade III, and the use term is 50 years.

4. Lease Term and Price:

4.1 Lease Term: Party A agrees to lease the land to Party B for the term of 3 years from January 2008 to December 2010.

4.2 Price: The price is CNY 40 million/year. The annual rent is divided into quarters, and Party B pays CNY CNY 10million to Party A at the end of each quarter.

5. Promises:

5.1 Party A promises to start the move upon the first day of the lease term in January 2008, and completely move all the equipments and attaching facilities on the land before September 30, 2008. The concrete arrangement is that the raw material storage and the east workshop within the south wall shall be completely moved before March 31, 2008; the mechanical processing workshop shall be completely moved before April 30, 2008; the gas device workshop shall be completely moved before June 30, 2008; the technical quality building at north area, the trailer/gas bottle assembly workshop, product inspection workshop and compressor workshop, etc. shall be completely moved before September 30, 2008.

5.2 Party B promises to actively assist Party A on various affairs, and pay the stipulated rent seasonally from January 2008.

6. Other Stipulations:

Through friendly consultation, Party A and Party B stipulates that if Party A decides to transfer the use right of the land within the lease term, Party A shall notify Party B at least 3 months ahead of schedule, and Party B shall have the priority to buy the use right of the land. Party A shall assist Party B to fulfill relevant procedures according to relevant regulations to acquire the valid use right of the land.

7. Breaching Liability:

7.1 If Party A fails to lease the land to Party B on the stipulated date and completely move all the equipments and attaching facilities, which may influence the prophase project of Party B, Party A shall pay compensations to Party B for each delayed day according to the current banking loan interest rate, and the compensations for more than 30 delayed days shall be doubled.

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7.2 If Party B fails to pay the stipulated rent to Party A on schedule, Party B shall pay compensations to Party A for each delayed day according to the current banking loan interest rate, and the compensations for more than 30 delayed days shall be doubled.

8. Settlement of Disputes:

The disputes arising from fulfillment of this agreement shall be settled through friendly consultation of both parties, and if no settlement can be reached, the following 8.1 shall be applied:

8.1 Applying arbitration from local arbitration committee;

8.2 Applying litigation from the People’s Court.

9. This agreement shall come into force after being signed and sealed by both parties.

10. This agreement is in 2 original copies with the same force, and each parties shall keep one of them.

11. Signing Place: Qingdao, China

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(No text on this page)

Party A: Qingdao Sinogas General Machinery Co., Ltd

Seal by Qingdao Sinogas General Machinery Co., Ltd

Legal Representative:

Bo Huang

March 1, 2008

Party B: Qingdao Mingchen Real Estate Co., Ltd

Seal by Qingdao Mingchen Real Estate Co., Ltd

Legal Representative:

Huaiqian Bie

March 1, 2008

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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@sinoenergycorporation.com	Email: crocker.coulson@ccgir.com

Sinoenergy Corporation Leases Out its Qingdao City Facility

Beijing, March 31, 2007--Sinoenergy Corporation (OTC Bulletin Board: SNEN) (“Sinoenergy” or the “Company”), a manufacturer of compressed natural gas (CNG) vehicle and gas station equipment and a designer, developer and operator of retail CNG filling stations in the People’s Republic of China, announced today that its wholly owned subsidiary Qingdao Sinogas General Machinery Co., Ltd. (“Sinogas”) will lease out its current facility in the center of Qingdao City and will move its operations to a Sinoenergy owned facility in an industrial development zone in Qingdao City.

Sinogas will lease out its downtown Qingdao City facility to Qingdao Mingcheng Real Estate Co., Ltd (“Mingcheng”). The lease agreement is for a three year term at RMB 40 million a year (about $5.7 million at the current exchange rate), starting from January 2008. Sinogas received RMB 10 million for the first quarter’s lease payment from Mingcheng in March 2008.

Sinogas acquired the land use right to the downtown Qingdao City facility in May 2007. The facility consists of a 159,273 sq. ft. building on a 384,690 sq. ft. foot plot of land. The cost of the facility’s land use right, excluding the building on it, was about RMB 82 million (about $11.7 million at the current exchange rate).

According to provisions in the lease agreement, Sinogas gave Mingcheng a right of first refusal to buy the land use right to the downtown Qingdao City facility if Sinogas sells the land use right.

All of Sinogas’ operations in downtown Qingdao City will be moved to a facility acquired by Sinoenergy through its purchase of Qindao Jingrun General Machinery Company (“Jingrun”) for approximately $8 million in August 2007. Jingrun’s facility is a workshop on a 644,668 square feet plot of land. Sinogas will move all of its CNG facilities and equipment manufacturing facilities and offices from the downtown Quigdao site to Jingrun before September 30, 2008.

“This lease will provide a steady revenue stream for Company operations and expansion plans. Sinoenergy is expanding by developing a network of retail CNG filling stations in China,” said Mr. Bo Huang, Sinoenergy's Chief Executive Officer. “We have the use rights for the facility into which Sinogas will move, and we expect that we will be able to finance our planned development of retail CNG filling stations through internal financial resources.”

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About Sinoenergy

Sinoenergy is a manufacturer of compressed natural gas (CNG) vehicle and gas station equipment as well as an operator of retail CNG stations in China. [Shouldn’t we put the CNG business first?]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. The Company’s website is http://www.sinoenergycorporation.com.

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; 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.

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