On April 20, 2009, China Recycling Energy Corporation (the "Company") entered into a Stock Purchase Agreement ("Purchase Agreement") and Registration Rights Agreement ("Registration Agreement"), each dated as of April 15, 2009, with Great Essential Investment, Ltd., a company registered in the Virgin Islands (the "Investor").

Under the terms of the Purchase Agreement, the Company issued and the Investor purchased a total of 2,352,941 shares of common stock, $0.001 par value, of the Company (the "Shares"), for an aggregate purchase price of $2,000,000. Under the Purchase Agreement, the Investor agreed, for a period of one year, not to sell or otherwise dispose of the Shares without the consent of the Company.

Under the terms of the Registration Agreement, the Company granted certain registration rights to the Investor covering the Shares, including piggyback registration rights in connection with a primary offering for cash for the account of the Company or a secondary offering.

The Company intends to use the net proceeds from this transaction to cover capital expenditures for its operations in China and other working capital needs.

This Current Report of Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities.

The foregoing is qualified in its entirety by reference to the Purchase Agreement and Registration Agreement filed herewith as Exhibits 10.1 and 10.2, respectively, and incorporated hereto by reference.

See Item 1.01 above, which is incorporated herein by reference.

The issuance of securities to the Investor in the transaction is made in reliance on the exemptions from registration provided by (i) Section 4(2) of the Securities Act as a transaction by an issuer not involving any public offering and (ii) Regulation S under the Securities Act.

Item 9.01       Financial Statements and Exhibits

(d) Exhibits

 Exhibit No.   Description
10.1           Stock Purchase Agreement, dated as of April 15, 2009.
10.2           Registration Rights Agreement, dated as of April 15, 2009.