UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of July 2009

Commission File Number: 000-52786

ZHAOHENG HYDROPOWER LIMITED

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F/19, Unit A, JinFengCheng Building

5015 Shennan East Road

Shenzhen, China 518015

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(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: x Form 20-F o Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: o Yes x No

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a

Changes in Registrant’s Certifying Accountant

On July 7, 2009, the Company’s Board of Directors approved the dismissal of Sherb & Co., LLP (“Sherb”) as the Company’s independent registered public accounting firm and the appointment of PricewaterhouseCoopers Zhong Tian CPAs Limited Company (“PricewaterhouseCoopers”) as the Company’s independent registered public accounting firm for the year ending December 31, 2009.

The reports of Sherb on the financial statements of the Company for the past two fiscal years did not contain any adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company’s two most recent fiscal years and through the date of this report, there were no disagreements with Sherb on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Sherb, would have caused Sherb to make reference to the subject matter of such disagreements in its report on the Company’s financial statements for such periods.

During the Company’s two most recent fiscal years and through the date of this report, there were no “reportable events”, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

The Company has provided Sherb with a copy of the foregoing disclosure and requested that Sherb provide the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of such letter will be filed as an amendment to this Current Report on Form 6-K.

The Company engaged PricewaterhouseCoopers as its new independent registered public accounting firm effective as of July 23, 2009.

Departure of Directors or Certain Officers

On July 24, 2009, Mr. Heung Sang Fong resigned from Zhaoheng Hydropower Limited (“Zhaoheng” or the “Company”) as the Company’s Independent Director, effective July 24, 2009. Mr. Fong's resignation was not the result of any disagreements with the Company.

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, thereunto duly authorized.

	ZHAOHENG HYDROPOWER LIMITED (Registrant)

Date July 30, 2009	By:	/s/ Guosheng Xu
		Name: Guosheng Xu
		Title: Chief Executive Officer

ZHAOHENG HYDROPOWER Ltd 6-K