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): January 20, 2010

Sinoenergy Corporation

(Exact name of registrant as specified in its charter)

Nevada	1-34131	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):

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

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

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

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02.  Results of Operations and Financial Condition.

Item 7.01. Regulation FD Disclosure.

    On January 20, 2010, Sinoenergy Corporation (the "Company") issued a press release regarding its going concern qualification included in its auditor’s report on the Company’s financial statements for the fiscal year ended September 30, 2009.  A copy of the Company’s press release 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 9.01  Financial Statements and Exhibits.

Exhibits

99.1 Press Release, dated January 20, 2010

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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: January 25, 2010	/s/ Huang Bo
	Huang Bo, Chief Executive Officer

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EX-99.1

EXHIBIT 99.1

For Further Information Contact:

Selina Tang

IR Manager

Sinoenergy Corporation

Telephone: 86-10-8492-7035 x832

E-mail: tys@sinoenergycorporation.com

SINOENERGY CORPORATION REPORTS GOING CONCERN QUALIFICATION IN AUDITOR’S REPORT;

LOSS OF $13.1 MILLION FOR THE YEAR ENDED SEPTEMBER 30, 2009

Beijing, China, January 20, 2010.  Sinoenergy Corporation (NASDAQ: SNEN) (the “Company”) announced today that its independent registered public accounting firm has included a going concern qualification in its report on the Company’s financial statements for the year ended September 30, 2009.  For the year ended September 30, 2009, the Company incurred a substantial operating and net loss, and, as of September 30, 2009, the Company had negative working capital of approximately $9.1 million. Furthermore, the Company has incurred a substantial amount of bank debt and other term debt that it is contractually obligated to pay in the near term, and the Company’s ability to meet these obligations is dependent upon certain factors outside of the Company’s control. The Company has limited financial resources to obtain and sustain profitability and positive cash flows.  Historically, the Company has been highly dependent on external debt sources to fund its business growth and operations. Achievement of its objectives will be dependent upon continued external financing, as to which there is no guarantee. Achievement of the Company’s objectives will also be dependent upon its ability to obtain a larger and more stable customer base, penetrating greater into markets for its higher margin products, continuing to expand its CNG station operations to achieve economies of scale in greater volume sales, and increasing profit margins and achieving other benefits from the future operations of the new PetroChina pipeline. The Company believes that it has borrowing capacity and will be able to borrow from major banks in China to finance its working capital deficit and fund its daily operations and other working capital needs.  Management is pursuing a number of activities to address the Company’s immediate liquidity needs, including the discussions with its banks for the restructuring or refinancing of loans, discussions with other debt or equity sources, cutting costs and seeking other means to improve operating efficiencies.

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For the year ended September 30, 2009, the Company sustained a net loss of $13.1 million, of $0.82 per share (basic and diluted) on net sales of $41.8 million, as compared with net income of $16.1 million or $1.02 per share (basic) and $0.98 per share (diluted) for the year ended September 30, 2008.

About Sinoenergy

Sinoenergy is a developer and operator of retail CNG stations as well as a manufacturer of CNG transport truck trailers, CNG station equipment, and natural gas fuel conversion kits for automobiles, in China. In addition to its CNG related products and services, the Company designs and manufactures a wide variety of customized pressure containers for use in the petroleum and chemical industries.  The Company’s website is www.sinoenergycorporation.com.  Information on the Company’s website or any other website does not constitute a portion of this press release.

Forward-Looking Statements

This release contains certain “forward-looking statements” relating to the business of the Company and its subsidiaries. These forward looking statements are often identified by the use of forward-looking terminology such as “believes,” “expects” or similar expressions. Such forward looking statements involve known and unknown risks and uncertainties that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website (www.sec.gov). All forward-looking statements attributable to the Company or to persons acting on its behalf are expressly qualified in their entirety by these factors other than as required under the securities laws. The Company does not assume a duty to update these forward-looking statements.

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