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): June 19, 2008

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

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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 19, 2008, the board of directors (the "Board") of SmartHeat Inc. ("SmartHeat" or the "Company"), acting by Written Consent in lieu of a meeting, (i) approved an increase in the size of the Board from one director to five directors in accordance with the provisions of Article V of SmartHeat's Articles of Incorporation and Article II, Section 2.02 of SmartHeat's Amended and Restated Bylaws (the "Bylaws") and (ii) appointed the following individuals to fill the vacancies created by the increase in the size of the Board in accordance with the provisions of Article II, Section 2.06(a) of the Bylaws:

Frederic Rittereiser - Mr. Rittereiser, 71, has served on the Board of Directors of AgFeed Industries, Inc. since 2007. From October 1996 until retiring in 2002, Mr. Rittereiser served as Chairman of the Board and Chief Executive Officer of Ashton Technology Group, Inc., a company that develops and commercializes online transaction systems for the financial industry. Mr. Rittereiser is deemed an independent director within the meaning of applicable NASDAQ Stock Market ("NASDAQ") and Securities and Exchange Commission ("SEC") rules and has been appointed to each of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee of SmartHeat.

Arnold Staloff - Mr. Staloff, 63, has served on the Boards of Directors of Lehman Brothers Derivative Products Inc. since 1998, Lehman Brothers Financial Products Inc. since 1994, Exchange Lab Inc. since 2001, AgFeed Industries, Inc. since 2007 and Shiner International Inc. since 2007. From December 2005 to May 2007, Mr. Staloff served as Chairman of the Board of SFB Market Systems, Inc., a New Jersey-based company that provides technology solutions for the management and generation of options series data. From March 2003 to December 2005, Mr. Staloff was an independent consultant. From June 1990 to March 2003, Mr. Staloff served as President and Chief Executive Officer of Bloom Staloff Corporation, an equity and options market-making firm and foreign currency options floor broker. Mr. Staloff holds a Bachelor of Business Administration from the University of Miami. Mr. Staloff is deemed an independent director within the meaning of applicable NASDAQ and SEC rules and has been appointed to each of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee of SmartHeat.

Weiguo Wang - Dr. Wang, 43, serves as Assistant Secretary General of the China Standardization Committee on Boilers and Pressure Vessels, a position he has held since March 2005. Additionally, Dr. Wang has served as a Director of the China Special Equipment Inspection and Research Agency since January 2007 and Deputy General Manager of Boilers Standard (Beijing) Technology Services Center Co., Ltd. since March 2004. From July 2001 to December 2003, Dr. Wang was a teacher at Tianjin University, China. Mr. Wang holds a Bachelor’s degree in Mechanics, a Master’s degree in Fluid Mechanics and a PhD in Fluid Mechanics, all from Beijing University. Dr. Wang is deemed an independent director within the meaning of applicable NASDAQ and SEC rules and has been appointed to each of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee of SmartHeat.

Wenbin Lin - Mr. Lin, 63, is one of the original founders of Shenyang Taiyu Machinery & Electronic Equipment Co., Ltd. in 2002.¹ From December 2003 to October 2004, Mr. Lin served as Deputy Chairman and General Manager of Shenyang Huanggu Thermoelectricity Heating Inc.

_________________________

1               As previously reported, on April 14, 2008, the Company entered into and consummated a series of agreements which resulted in the acquisition of all of share capital of Shenyang Taiyu Machinery & Electronic Equipment Co., Ltd, a plate heat exchange products company organized under the laws of the People's Republic of China, the divestiture of the Company's prior exploration business, and the change of the Company's name to SmartHeat Inc.

From November 2002 to December 2003, Mr. Lin served as Chairman and General Manager of Shenyang Heat Power Co. Ltd.From September 1999 to May 2002, Mr. Lin served as Chairman of Shenyang Thermoelectric Corp. From January 1991 to August 1999, Mr. Lin held a variety of positions within the government of Shenyang City in the People's Republic of China ("China"), including Director of the Economic Development & Reform Commission from February 1998 to August 1999, Director of Shenyang City’s Economics & Trade Commission from May 1995 to January 1998 and Deputy Director for the Economic Planning Commission from January 1991 to April 1995. Mr. Lin holds a Bachelor’s degree in Press Machinery from China's Anshan Steel Technical College. Mr. Lin is not deemed an independent director within the meaning of applicable NASDAQ and SEC rules; however, the Board of Directors has determined that, in light of the relative newness of SmartHeat as a public company and the unique circumstances relating to conducting the Company's operations in China, it is advisable and in the best interests of SmartHeat and its shareholders that Mr. Lin be appointed to each of the Compensation Committee and Corporate Governance and Nominating Committee of SmartHeat.

Item 7.01 Regulation FD Disclosure.

On June 23, 2008, SmartHeat issued a press release announcing the appointment of Messrs. Lin, Rittereiser and Staloff and Dr. Wang to the SmartHeat Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1.

This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Shiner under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01		Financial Statements and Exhibits.
(d)	Exhibits

Exhibit 99.1 - Press Release of SmartHeat Inc. dated June 23, 2008.

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: June 23, 2008

SMARTHEAT INC.
	By:	/s/ Jun Wang
		Jun Wang
		Chief Executive Officer

2

EX-99

Exhibit 99.1

“Green” Technology Company SmartHeat Inc. Appoints Seasoned Wall Street Executives and Industry Professionals as Directors

NEW YORK, NY--(MARKET WIRE)--Jun 23, 2008 – SmartHeat Inc. (Website: www.smartheatinc.com; OTCBB: SMHT - News), a market leader in China's “green” technology heat energy saving industry , today announced that Mr. Arnold Staloff, current board member of Lehman Brothers Derivative Products, AgFeed Industries, Inc. (NASDAQ: FEED - News) and Shiner International Inc. (NASDAQ: BEST - News), and Mr. Fredric Rittereiser, former President of Wall Street firm Troster, Singer & Co and the former President of various electronic securities trading companies including Instinet Corporation, and a board member of AgFeed Industries, have joined SmartHeat as members of its board of directors.

SmartHeat also welcomes Weiguo Wang, Ph.D., currently the Assistant Secretary General of the China Standardization Committee on Boilers and Pressure Vessels, and Mr. Wenbin Lin, a founder of the Company, to its Board of Directors. Messrs. Staloff, Rittereiser and Dr. Wang will serve as members of SmartHeat's Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee.

SmartHeat intends to file a listing application to list its common stock on the NASDAQ Stock Market.

James Jun Wang, SmartHeat's Chief Executive Officer, commented: "SmartHeat is a highly profitable and high growth market leader in China’s “green” technology heat energy saving industry. Our products significantly improve heat emission efficiency and benefit the environment as inefficient coal burning emissions is a major contributor to air pollution in Chinese cities. Our new board represents in-depth knowledge and broad contacts in our industry and the US capital markets, as well as a high level of understanding of global finance that will be instrumental for our continued growth. We look forward to working with them to enhance the value for SmartHeat shareholders."

About Mr. Arnold Staloff

Arnold Staloff began his career with the U.S. Securities and Exchange Commission, Trading and Markets Division in 1968. He is currently a member of the Board of Directors for Lehman Brothers Derivative Products Inc. and Exchange Lab Inc. He was the former President of the Philadelphia Board of Trade in 1985. He served as an officer of the Philadelphia Stock Exchange from 1971 to 1989. Mr. Staloff also served as a member of the Board of Governors, Executive Committee and Chairman of the Foreign Currency Options Committee of the Philadelphia Stock Exchange and served on its Finance, Marketing, Steering and New Products Committees. He has been featured as the inventor of currency options in The Vandals' Crown, (Millman, Free Press, 1995). He was the former Chairman of SFB Market Systems, Inc., a firm that manages all options symbols within the United States. Prior to that, he served as President and CEO of Bloom Staloff Corporation, an equity and options market making firm and foreign currency options floor broker. He also served as President and CEO of The Commodity Exchange, a leading futures exchange. In addition, he has served as a board member of several other organizations including the Options Clearing Corporation, the Composite Tape Association, the Options Price Reporting Authority, the National Futures Association, the Swiss Commodities, Futures, and Options Association, and the Variety Club for Handicapped Children. Mr. Staloff also currently serves as an independent board member and Chairman of Audit Committees for NASDAQ listed Shiner International, Inc. and AgFeed Industries, Inc.

About Mr. Fredric Rittereiser

Frederic Rittereiser has over 40 years of capital markets experience as senior executives at numerous Wall Street firms. He is currently an independent consultant advising global companies with market entry and strategic development issues specializing in China-related projects. He is the former President of Instinet Corporation, the world's leading electronic securities trading firm. After seven years of service at the NYPD Intelligence Division as a detective, he started his Wall Street career in 1964 as an institutional equities trader with Merrill Lynch & Co. Subsequently, he became one of the leading block traders on Wall Street. In 1973, Mr. Rittereiser became President of Wall Street trading firm Troster, Singer & Co. Under his guidance, the company was transformed into a leading institutional block trading house on the NASDAQ. Concurrently, since 1973 until 1980, he served as the NASD representative on the National Market System Committee

responsible for negotiating rates, developing market linkages in the US, promoting price competition and endorsing NASDAQ as the electronic market for growth companies and new issues. In 1983, he joined Instinet Corporation as President and COO. Under his leadership, the company evolved into a highly efficient continuous electronic trading system that allowed institutions and dealers to negotiate securities trades anonymously. Mr. Rittereiser successfully negotiated the sale of Instinet to the Reuters Group in 1987. Between 1983 and 2002, Mr. Rittereiser was CEO and COO of three electronic trading companies -- Instinet, Sherwood Group and Ashton Technology Group. Between 1991 and 1993, he became a special consultant to Booz Allen and Hamilton, a global strategy and technology consulting group. He also served as a board member of the International Heritage Mutual Fund. Mr. Rittereiser is the founder of Ashton Technology Group and Gomez Advisors, Inc. He currently serves as an independent board member for NASDAQ listed AgFeed Industries, Inc.

About Weiguo Wang, Ph.D.

Dr. Weiguo Wang currently serves as Assistant Secretary General of the China Standardization Committee on Boilers and Pressure Vessels. Additionally, Dr. Wang serves as a Director of the China Special Equipment Inspection and Research Agency and Deputy General Manager of Boilers Standard (Beijing) Technology Services Center Co., Ltd. since March 2004. Previously, Dr. Wang was a teacher at Tianjin University, China. Dr. Wang holds a Bachelor’s degree in Mechanics, a Master’s degree in Fluid Mechanics and a Ph.D. in Fluid Mechanics, all from Beijing University.

About Mr. Wenbin Lin

Wenbin Lin is one of the original founders of SmartHeat Inc. in 2002. Mr. Lin served as Chairman of Shenyang Thermoelectric Corp. and throughout his career has held a variety of positions within the government of Shenyang City in the People's Republic of China, including Director of the Economic Development & Reform Commission, Director of Shenyang City’s Economics & Trade Commission and Deputy Director for the Economic Planning Commission. Mr. Lin holds a Bachelor’s degree in Press Machinery from China's Anshan Steel Technical College.

About SmartHeat Inc.

SmartHeat Inc. is a US company with its primary operations in China. SmartHeat is a market leader in China’s “green” technology heat energy saving industry. SmartHeat manufactures plate heat exchangers and compact plate heat exchanger units – the technology that helps to capture and recycle waste heat thus reduces fossil fuel related costs and pollution. SmartHeat’s products and technology have broad residential and industrial applications. China’s heat transfer market is currently estimated at approximately $2.4 billion with double digit annual growth according to China Heating Association. Additional information about SmartHeat is available at its corporate website: www.smartheatinc.com

Safe Harbor Statement

All statements in this press release that are not historical are forward-looking statements made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. There can be no assurance that actual results will not differ from the company's expectations. SmartHeat's actual results may differ from its projections. Further, preliminary results are subject to normal year-end adjustments. You are cautioned not to place undue reliance on any forward-looking statements in this press release as they reflect SmartHeat's current expectations with respect to future events and are subject to risks and uncertainties that may cause actual results to differ materially from those contemplated. Potential risks and uncertainties include, but are not limited to, the risks described in SmartHeat’s filings with the Securities and Exchange Commission.

Contact Information:

James Wang, CEO

SmartHeat Inc.

Tel: 011-86-13701368262

Email: info@smartheatinc.com

www.smartheatinc.com