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): October 27, 2008

China Solar & Clean Energy Solutions, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-12561	95-3819300
(State of Incorporation)	(Commission File No.)	(IRS Employer
		Identification No.)

Building 3 No. 28, Feng Tai North Road, Beijing China, 100071

(Address of principal executive offices, including zip code)

+86-10-63850516

(Registrant's telephone number, including area code)

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 1.01 Entry into a Material Definitive Agreement

On October 27, 2008, Beijing Deli Solar Technology Development Co., Ltd., our wholly-owned subsidiary (“Deli Solar (Beijing)”), entered into an Equity Interest Purchase Agreement (hereinafter the “Agreement”) to acquire approximately 29.97% of the outstanding equity interest of Tianjin Huaneng Group Energy Equipment Co., Ltd., a majority-owned subsidiary of the Company (“Tianjin Huaneng”), from the 29 minority shareholders of Tianjin Huaneng named therein (the “Tianjin Huaneng Shareholders”).

Cash Purchase Price: Under the Agreement, Deli Solar (Beijing) agreed to purchase 29.97% of the current equity interest of Tianjin Huaneng from the Tianjin Huaneng Shareholders for RMB 10.68 million ($1,557,578 US Dollars) payable in cash within seven days of the execution of the Agreement.

Warrants Purchase Price. In addition to the cash purchase price, the Company also agreed to issue to the Tianjin Huaneng Shareholders or their designated beneficiaries a total of 1,000,000 five year warrants to purchase the Company’s common stock at an exercise of $1.10 per share.

Moreover, the Company decided to increase its equity interest in Tianjin Huaneng Corporation by contributing an additional RMB 15,740,000 ($2,295,531 US Dollars), which increased the registered capital of Tianjin Huaneng from RMB 5.94 million to RMB 21.68 million following the consummation of the Agreement.

On July 1, 2007, Deli Solar (Beijing) previously purchased 51% of the equity in Tianjin Huaneng for a purchase price of approximately $1,689,741. Following consummation of the Agreement and the additional capital contribution, the Company will own approximately 91.82% of the equity interest in Tianjin Huaneng.

Tianjin Huaneng manufactures and installs waste heat recovery systems primarily for use in manufacturing facilities whose manufacturing processes require the generation of large amounts of heat, such as steel and chemical plants. The waste heat can be used to generate hot water at the manufacturing facilities. Tianjin Huaneng’s products include heating pipes, heat exchangers, specialty heating pipes and tubes, high temperature hot blast stoves, heating filters, normal pressure water boilers, solar energy water heaters and radiators. Products and systems manufactured and sold by Tianjin Huaneng during the period from July 1, 2007 (the date of acquisition) through December 31, 2007 represented 19% of our sales revenues for the fiscal year ended December 31, 2007. Tianjin Huaneng’s products are sold in more than 28 provinces in the PRC as well as Singapore and Taiwan.

Item 8.01 Other Events

On October 31, 2008, the Company issued a press release announcing that it had signed a definitive agreement to acquire approximately 29.97% of the equity interest of Tianjin Huaneng and it had contributed an additional RMB 15,740,000 capital to Tianjin Huaneng. The text of the press release issued by the Company is furnished as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The following are filed as exhibits to this report:

Exhibit No.	Description
Exhibit 1.1	Equity Interest Purchase Agreement, between Beijing Deli Solar Technology Development Co. Ltd. and Tianjin Huaneng Group Energy Equipment Co., Ltd., dated as of October 27, 2008.
Exhibit 99.1	Press release dated October 31, 2008.

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.

Date: October 31, 2008	China Solar & Clean Energy Solutions, Inc.
	(Registrant)
	By:	/s/ Deli Du
		Deli Du
		President and Chief Executive Officer

EX-1.1

EQUITY INTEREST PURCHASE AGREEMENT

Transferors: Zhenhua Gao and the other shareholders, totaling 29 people (please refer to Annex)

ID:

Address:

Transferee: Deli Solar Technology Development (Beiing) Co., Ltd.

Address: 28 Feng Tai North Road, Feng Tai District, Beijing

Representative: Deli Du

Tianjin Huaneng Group Energy Equipment Co., Ltd. (hereinafter referred to “Tianjin Huaneng Corporation”) is a limited liability company, incorporated under PRC Corporation Law, with registered (paid in full) capital of RMB 5.94 million, with good standing within the effective period permitted by laws. The Transferors and Transferee are currently shareholders of Tianjin Huaneng Corporation. In order to promote the sustainable development of Tianjin Huaneng Corporation, the Transferors has agreed to subject to and accordance with the terms and conditions of this agreement to transfer their 29.97% of the equity interest in Tianjin Huaneng Corporation. Both parties, under the principles of voluntary, equality, fairness, and integrity, after negotiation, agree as follows:

Article 1: The Subject Transfer, the Purchase Price and the Payment Method

1. The Transferors hereby agree to transfer 29.97% of the equity interest in Tianjing Huaneng Corporation (the “Equity Interest”) to the Transferee, for RMB 10.68 million (the “Cash Purchase Price”). The Transferee hereby agrees to such price and consideration to purchase the shares. Transferee hereby agrees that within seven days from the signing of this Agreement, the Cash Purchase Price shall be paid to the Transferors in full in cash.

2. The Transferee herby agrees that upon the effectiveness of this Agreement and the payment of the Cash Purchase Price by the Transferee pursuant to this Agreement, the Transferee shall be entitled the Equity Interest, and the rights and interest of shareholders held by the Transferors shall be terminated.

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3. In consideration of the rights and interests of the Transferors as shareholders and upon the effectiveness of this Agreement and the payment of the Cash Purchase Price by the Transferee pursuant to this Agreement, the Transferee hereby agrees to issue to the Transferors or their designated beneficiaries a total of 1 million warrants to purchase shares of common stock of China Solar & Clean Energy Solutions, Inc., (symbol: “CSOL”) (the “Common Stock”), with a term of five years (the “Warrants”). The exercise price of the Warrants shall be $1.10 US Dollars per share.

Article 2: Representations and Warranties

1. The Transferors covenant that the Equity Interest is part of the Transferors’ paid-in capital of Tianjin Huaneng Corporation, and the Transferors are the legal owners of the Equity Interest and entitled to the right of disposal of Equity Interest. The Equity Interest is not subject to any judgment, lien, pledge, guaranty or any other encumbrances that may be against the Transferee’s interest. And before the closing of the aforesaid Equity Interest transfer, the Transferors shall not transfer, gift, pledge the Equity Interest or take any action that may result in any encumbrance or restrictions on the Equity Interest. The Transferors covenant that no material indebtedness or pending or existing litigation against Tianjin Huaneng Corporation that has not been disclosed to the Transferee. The Transferors shall be liable for the consequences of the nondisclosure of any of the aforesaid indebtedness or litigation.

2. The Transferors covenant that all other shareholders of Tianjin Huaneng Corporation have waived their preemptive rights to the Equity Interest.

3. The Transferee, upon the transfer of the Equity Interest, shall be entitled to the shareholders rights and obligations pursuant to the Articles of Incorporation and Bylaws of Tianjin Huaneng Corporation.

4. Upon the closing of the transfer of the Equity Interest, the Transferee shall amend the original Articles of Incorporation, organizational agreement and other related documents and undertake the registration procedures for such changes.

5. Tianjin Huaneng Corporation shall be entitled to the rights as a creditor for the loans that it made before the Equity Interest transfer or those it will make after the closing. Tianjin Huanneng Corporation shall also be liable for any indebtedness incurred before or after the aforesaid closing. The Transferee shall be liable for any damages or indemnification which the Transferors shall be jointly liable before the closing. The Transferors shall be entitled to their own right as a creditor or be liable for their personal indebtedness.

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Article 3: Profits and Losses Sharing

1. The Transferee hereby agrees that the Transferors shall be entitled to dividends of RMB 1.6 per share in the undistributed profits as of June 30, 2008 (the “Dividends”). The Dividends shall be paid to the Transferors in the following three installments: (i) on the first anniversary of the effectiveness of this Agreement, pay to the Transferors RMB 0.5 per share; (ii) on the second anniversary of the effectiveness of this Agreement, pay to the Transferors RMB 0.5 per share; and (iii) on the third anniversary of the effectiveness of this Agreement, pay to the Transferors RMB 0.6 per share. The payment of personal income taxes caused by such distribution of Dividends shall be subject to the PRC tax laws and regulations.

2. The profits that have not been distributed before the Equity Interest transfer (i.e. June 30, 2008), shall be held by Transferee and other shareholders of Tianjin Huaneng Corporation on a pro rata basis.

3, The profits and losses of Tianjin Huaneng Corporation shall be shared by the Transferee and other shareholders on a pro rata basis pursuant to the Articles of Incorporation and Bylaws of Tianjin Huaneng Corporation on and after July 1, 2008.

Article4: Expenses of Equity Interest Transfer

The costs and expenses incurred as a result of the Equity Interest transfer (including fees, taxes, etc.), shall be borne by both parties, respectively, in accordance with the laws and regulations.

Article 5: Modification and Amendment

Before the change in registration as a result of the Equity Interest transfer has been filed, both parties shall have the right to amend or terminate this Agreement by written agreement, in event of any of the following:

1. Force majeure, or any unpreventable event where either party has no fault which makes it impossible to perform this Agreement.

2. Loss of legal capacity to perform this Agreement by either party.

3. Breach of contract by either party, which has seriously affected the economic interests of the non-defaulting party, therefore makes it unnecessary to perform this Agreement.

4. Change in circumstances, the Agreement shall be amended or terminated by negotiation and mutual consent between both parties.

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Article 6: Liability of Default

The Agreement shall have equal legal effects on both parties. If any party is in default of the obligations or representations and warranties hereunder (the “Default”), except for the exemptions provided by laws and regulations, the defaulting party shall pay the non-defaulting party damages in the amount of 10 percent of the Purchase Price (the “Damages”). In the event that the economic losses of the non-defaulting party caused by the Default are greater than the Damages, the defaulting party shall be liable for the difference between the actual losses and the Damages.

Article 7: Dispute Settlement

1. Any dispute with respect of the effectiveness, performance, default or termination of the Agreement shall be resolved through friendly negotiation between both parties.

2. If any provision or any content of this Agreement is held to be invalid, the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the invalid provision. .

3. If no consensus can be reached with respect to any dispute, either party may apply for arbitration or file a claim in people's courts.

Article 8 : Applicable Laws

This agreement and related documents and all the rights and obligations, the validity and the performance thereunder shall be governed and interpreted in accordance with the laws of People’s Republic of China.

Article 9: The Date and Venue of Entry of the Agreement

This Equity Interest Transfer Agreement is fully executed by both parties on October 27, 2008 at 119 Yu Yang Road, Tianjin, North China (the third floor conference room of Tianjin Huaneng Energy Equipment Co., Ltd.,).

Article 10: Effectiveness of the Agreement

The Agreement shall come into effect on the date of the execution.

Article 11:This Agreement shall be executed in four copies. Each party shall hold one respectively. One will be filed with the Administrative Bureau of Industry and Commerce, and another will be kept for the record of Tianjin Huaneng Corporation. Such four copies shall have equal force and effect.

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Representative(s) of the Transferors (signature or seal):

Transferee (Seal): Deli Solar Technology Development (Beijing) Co., Ltd.

(Beijing) Co., Ltd.

Legal Representative

or Authorized Agent: /s/ Mr. Deli Du

October 27, 2008

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ANNEX

6

EX-99.1

China Solar & Clean Energy, Inc. Increases Ownership in Tianjin Huaneng to 92%

BEIJING, China, October 31, 2008 China Solar & Clean Energy Solutions, Inc. (OTC BB: CSOL) (''CSOL'' or the “Company”), a premier manufacturer and distributor of solar water heaters, renewable energy solutions, and space heating devices in the People's Republic of China, today announced that it has increased its ownership stake in one of its key subsidiaries, Tianjin Huaneng Group Energy Equipment Co., Ltd. (Tianjin Huaneng), to approximately 92% of shares outstanding.

On July 1, 2007 Beijing Deli Solar Technology Development Co., Ltd (Deli Solar), a wholly-owned subsidiary of CSOL, purchased 51% of the equity in Tianjin Huaneng for a purchase price of approximately $1.7 million. On October 27, 2008 Deli Solar agreed to purchase an additional 30% of the equity in Tianjin Huaneng for RMB 10.7 million (approximately $1.6 million) in cash. In addition to the cash purchase price, the Company also agreed to issue to Tianjin Huaneng shareholders a total of 1 million five year warrants to purchase the Company’s common stock at an exercise of $1.10 per share.

In addition to purchasing shares from Tianjin Huaneng’s shareholders, CSOL also contributed RMB 15.7 million (approximately $2.3 million) directly into Tianjin Huaneng in exchange for newly issued shares representing approximately 11% of the equity of Tianjin Huaneng, bringing CSOL’s total stake in Tianjin Huaneng to roughly 92%. Tianjin Huaneng plans to use the additional capital for general purposes to support the growth of its business.

“Tianjin Huaneng has been a successful strategic acquisition for us. We are very pleased to have been able to increase our stake in Tianjin Huaneng and to have contributed additional capital toward Tianjin Huaneng’s continued success," stated Mr. Deli Du, Chief Executive Officer of China Solar & Clean Energy Solutions. “Tianjin Huaneng’s heating pipes, heat exchangers, high temperature hot blast stoves, heating filters and other products all help industrial facilities convert excess heat into useable energy. For many reasons, including China’s high growth rate, shortage of energy, increasing energy prices, and government regulations relative to alternative energy, we expect demand for Tianjin Huaneng’s products to continue to experience significant growth in the years ahead. Due to its superior technology and excellent reputation for quality, we also expect Tianjin Huaneng to grow rapidly as demand for its products grows. With this additional capital, Tianjin Huaneng will be in a better position to finance that growth. Now that CSOL has increased its stake to over 90%, we are pleased that our shareholders will be able to benefit in greater measure from Tianjin Huaneng’s future growth.”

About China Solar & Clean Energy Solutions, Inc.

China Solar & Clean Energy Solutions, Inc. operates through its subsidiaries Bazhou Deli Solar Energy Heating Co. Ltd. ("Deli Solar (Bazhou)"), Beijing Deli Solar Technology Development Co., Ltd., Tianjin Huaneng Group, and Shenzhen Peng Sang Pu Co., Ltd., all located in the PRC. The Company manufactures and distributes various forms of alternative energy systems including solar thermal systems for hot water and space heating, industrial heat recovery systems, and solar-powered lighting devices. For more information, please visit http://www.cn-sce.com.

Safe Harbor Statement:

Certain statements in this news release may contain forward-looking information about China Solar & Clean Energy Solutions and its subsidiaries business and products within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, and are subject to the safe harbor created by those rules. The actual results may differ materially depending on a number of risk factors including, but not limited to, the general economic and business conditions in the PRC, market and customer acceptance and demand for products, ability to market products, fluctuations in foreign currency markets, the use of estimates in the preparation of financial statements, the impact of competitive products and pricing, the ability to develop and launch new products on a timely basis, the regulatory environment, fluctuations in operating results, and various other factors beyond its control. All forward-looking statements are expressly qualified in their entirety by this Cautionary Statement and the risks factors detailed in the Company's reports filed with the Securities and Exchange Commission. China Solar & Clean Energy Solutions undertakes no duty to revise or update any forward-looking statements to reflect events or circumstances after the date of this release.

For more information please contact:

Dan Joseph

ICR, Inc.

Tel: +86-21-6122-1077

Bill Zima

ICR, Inc.

Tel: +1-203-682-8200