FORM 8-K

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):

~~August~~December 1603, 2010

CHINA PROSPEROUS CLEAN ENERGY CORPORATION

(Exact name of registrant as specified in its charter)


Nevada	333-144202	27-0141061
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4923-Natural Gas Transmission & Distribution	0001402159
(Standard Industrial Classification)	(Central Index Key)

West Side, Public Transportation Gas Filling Center,

Angang Avenue-Middle Part, Yindu District,

Anyang, Henan Province,

Postal code: 455000

The People’s Republic of China

(Address of principal executive offices, including zip code)

86-372-3166864

(Registrant’s telephone number, including area code)

Copy of Communication to:

Bernard & Yam, LLP

Attention: Bin Zhou, Esq.

401 Broadway Suite 1708

New York, NY 10013

Phone: 212-219-7783

Fax: 212-219-3604

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))

On this Form 8-K current report, the registrant, China Prosperous Clean Energy Corporation, is hereinafter referred as "we", or "Company".

Item 81.01. ~~Other~~Entry ~~Event~~into a Material Definitive Agreement

On ~~August~~December 1603, 2010, weChina ~~completed~~Prosperous ~~the~~Clean ~~procedure~~Energy toCorporation ~~increase~~(“Company”) ~~the~~entered ~~registered~~a ~~capital~~Consulting ofAgreement ~~Jiangsu~~with ~~Hengrun~~Mr. ~~Energy~~Zhijun ~~Technology~~Liu, ~~Development~~who Cois a citizen and resident of the People’s Republic of China. Under the Consulting Agreement, ~~Ltd~~Mr. ~~(“Jiangsu~~Zhijun ~~Hengrun”),~~Liu ~~one~~will ofadvise ~~our~~and ~~wholly~~assist ~~owned~~Company ~~subsidiaries~~to identify potential merger and acquisition targets, ~~from~~expand ~~approximately $~~business 2operations in North China (Beijing,~~392~~ Tianjin,~~550~~ ~~(20~~Hebei Province,~~000~~ Shanxi Province and Inner Mongolia Autonomous Region,~~000~~ ~~RMB~~select ~~Yuan)~~and tohire $managerial 7talents,~~374,630~~ ~~(50~~select and develop new clean energy products and develop market plans to improve the sales in company’s existing markets. The term of the Consulting Agreement is one year and the compensation for Mr. Zhijun Liu’s services is 500,000~~,000~~ ~~RMB~~shares ~~Yuan)~~of common stock of the Company.

~~The~~Item ~~purpose~~3.02. ofUnregistered ~~increasing~~Sales ~~the registered capital~~ of ~~Jiangsu~~Equity Hengrun is to better explore the natural gas market in northern Jiangsu Province, particularly in Yancheng district where we have acquired the approval to construct two compressed natural gas filling stations and we plan to invest in the production of biogases such as marsh gas, utilizing the rich plantation resources in this region.Securities

~~Jiangsu~~As ~~Hengrun~~described ~~was~~under ~~formed~~the onabove ~~October~~Item 271.01, ~~2009~~on inDecember ~~Nanjing~~03, ~~Jiangsu~~2010, ~~Province~~Company entered a Consulting Agreement with Mr. ~~Jiangsu~~Zhijun ~~Hengrun~~Liu ~~mainly~~and ~~engages~~pursuant into the ~~research,~~Consulting ~~development~~Agreement, ~~consultation~~Company ~~and~~issued ~~application~~500,000 shares of ~~clean~~common ~~energy~~stock ~~technologies~~to Mr. Liu as compensation for his services. Mr. Liu is a Chinese citizen and resident. The ~~establishment~~500,000 shares of ~~Jiangsu~~common ~~Hengrun~~stock ~~enables~~issued us to ~~expand~~Mr. ~~our~~Liu are ~~business~~“restricted ~~operations~~shares” which have not been registered with SEC and ~~market~~the ~~shares~~resale of which must be made in ~~Jiangsu~~accordance ~~Province~~with Rule 144, the registration requirements of the Securities Act of 1933 or an available exemption.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description

10.1	Consulting Agreement between China Prosperous Clean Energy Corporation and Zhijun Liu

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: August 16, 2010		China Prosperous Clean Energy Corporation
Date: December 03, 2010		China Prosperous Clean Energy Corporation
		/s/Hongjie Zhou
		/s/Wei Wang
		Hongjie Zhou
		Wei Wang
		Acting Chief Financial Officer
		Chief Executive Officer

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