Smart Powerr Corp. — Capital/Financing Update 2012

Sep 18, 2012

8-K 1 v323975_8k.htm 8-K CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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):

September 17, 2012

CHINA RECYCLING ENERGY CORPORATION (Exact name of registrant as specified in its charter)

Nevada	000-12536	90-0093373
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12/F, Tower A

Chang An International Building

No. 88 Nan Guan Zheng Jie

Xi An City, Shan Xi Province

China 710068 (Address of principal executive offices, including zip code)

(86-29) 8769-1097 (Registrant’s telephone number, including area code)

Not Applicable (Former name or former address, if changed since last report.)

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))

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Item 3.02 Unregistered Sales of Equity Securities.

On September 17, 2012, China Recycling Energy Corporation (the “Company”) issued 3,750,000 shares of Common Stock of the Company to Great Essential Investment, Ltd., a company registered in the Virgin Islands (“Great Essential”), upon receipt of Great Essential’s conversion notice of the Company’s 8% Secured Convertible Promissory Note dated April 29, 2009 in the principal amount of $3,000,000 at the stated conversion price per share of $0.8.

The issuance of shares to Great Essential was made in reliance on the exemptions from registration provided by (i) Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act") as a transaction by an issuer not involving any public offering and (ii) Regulation S under the Securities Act.

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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.

	China Recycling Energy Corporation
Date: September 18, 2012	/s/ David
Chong
	David Chong, Chief Financial Officer

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