Item 2.02. Results of Operations and Financial Condition

On May 15, 2012, SmartHeat Inc. issued a press release announcing its financial results for the fiscal quarter ended March 31, 2012.

A copy of the press release is furnished as Exhibit 99.1 to this report and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

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

On May 15, 2012, Arnold Staloff voluntarily resigned from his position as a director of SmartHeat Inc. Mr. Staloff's resignation was not a result of any disagreement with us on any matter relating to our operations, policies or practices. It is with great mutual respect that we thank Mr. Staloff for his years of service.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits Exhibit Description 99.1 Press Release, "SmartHeat Inc. Announces First Quarter 2012 Financial Results," dated May 15, 2012

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