UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2011

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _________

Commission File ~~No.~~Number: 000-12561

CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada		95-3819300
(State or other jurisdiction of incorporation)		I.R.S. Employer Identification Number
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
Building 3, No. 28 Feng Tai North Road, Beijing China		1000071
(Address of principal executive offices)		(Zip Code)
(011) 86-10-63860500
(Registrant's telephone number, including area code)

~~Building~~Not 3Applicable. (Former name, former address and former fiscal year, if changed since last report)

~~No.~~Indicate 28by ~~Feng~~check ~~Tai~~mark ~~North~~whether ~~Road~~the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

~~Beijing~~x ~~China~~Yes ¨ ~~1000071~~No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (~~Address~~§ 232.405 of ~~principal~~this ~~executive~~chapter) ~~offices~~during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No

(011) 86-10-63860500

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨		Accelerated filer	¨

Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

¨ Yes x No

The number of shares of the issuer’s common stock, with a par value of $.001 per share, issued and outstanding as atof ~~August~~November 1518, 2011 was 15,233,652.

CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.

QUARTERLY REPORT ON FORM 10-Q

September 30, 2011

TABLE OF CONTENTS

INDEX

PART 1 - FINANCIAL INFORMATION
		PAGE
Item 1.	Financial Statements (Unaudited)	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19

Item 4.	Controls and Procedures	19

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	20

Item 1A.	Risk Factors	20

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20

Item 3.	Defaults Upon Senior Securities	20

Item 4.	(Removed and Reserved)	20

Item 5.	Other Information	20

SIGNATURES		21

		Page
PART 1 - FINANCIAL INFORMATION
	Item 1. Financial Statements	5
	Condensed Consolidated Balance Sheets as at June 30, 2011 (unaudited) and December 31, 2010	5
	Condensed Consolidated Statements of Operations for the Six Months June 30, 2011 and 2010 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010 (unaudited)	7
	Condensed Consolidated Statements of Comprehensive Income for the Six Months Ended June 30, 2011 and 2010 (unaudited)	8
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	16
	Item 3. Quantitative and Qualitative Disclosures About Market Risk	21
	Item 4. Controls and Procedures	21
PART 2 - OTHER INFORMATION
	Item 1. Legal Proceedings	22
	Item 1A. Risk Factors	22
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	22
	Item 3. Defaults Upon Senior Securities	22
	Item 4. Submission of Matters to a Vote of Security Holders	22
	Item 5. Other Information	22
	Item 6. Exhibits	22
	Signatures	23

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about the following subjects:

·● timing and magnitude of technologies advances;

·● prospects for future acquisitions;

·● competition in the solar water heaters and boilers industry;

·● impact of such competition on pricing;

·● revenue and margins;

·● uncertainties surrounding budget reductions or changes in funding priorities of existing government programs; and

·● cost of attracting and retaining highly skilled personnel.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You should consider the areas of risk and uncertainty described above and discussed under “Risk Factors” included in the Company’s Annual Report on Form 10-K for the fiscal year ended on December 31, ~~2011~~2010, as filed with the Securities and Exchange Commission (the “Commission”) on April 15, 2011. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

CERTAIN TERMS USED IN THIS REPORT

In this Report, unless otherwise noted or as the context otherwise requires: “the Company,” “China Solar”, “we,” “us,” and “our” refers to the combined company China Solar & Clean Energy Solutions, Inc. and its subsidiaries.

In addition, unless the context otherwise requires and for the purposes of this Report only:

·● “AgriSolar” refers to AgriSolar Solutions, Inc, a Colorado corporation; ● “Commission” refers to the Securities and Exchange Commission;

·● “~~Commission~~Deli Solar (Bazhou)” refers to ~~the~~Bazhou ~~Securities~~Deli ~~and~~Solar ~~Exchange~~Energy ~~Commission~~Heating Co., Ltd., our wholly owned PRC subsidiary; ● “Deli Solar (Beijing)” refers to Beijing Deli Solar Technology Development Co., Ltd., our wholly owned PRC subsidiary;

· “Deli Solar (Bazhou)” refers to Bazhou Deli Solar Energy Heating Co., Ltd., our wholly owned PRC subsidiary;

●	“Deli Solar (BVI)” refers to Deli Solar Holding Ltd., our wholly owned British Virgin Island subsidiary;
●	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

·● “~~Deli Solar (Beijing)~~Forboss” refers to ~~Beijing~~Forboss ~~Deli~~ Solar ~~Technology~~(ShenZhen) ~~Development~~ Co., Ltd., ~~our~~a ~~wholly~~PRC ~~owned~~corporation; ~~PRC~~● ~~subsidiary~~“FTHK” refers to Fuwaysun Technology (HK) Limited, a Hong Kong corporation;

·● “~~Deli Solar (BVI)~~Fuwaysun” refers to ~~Deli~~Shenzhen ~~Solar~~Fuwaysun ~~Holding~~Technology ~~Ltd~~Company Limited, a PRC corporation; ● “Meditech” refers Meditech Pharmaceuticals, Inc., a Nevada Company, our ~~wholly~~formerly ~~owned~~known ~~British~~name ~~Virgin~~of ~~Island~~the ~~subsidiary~~Company;

· “Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

●	“PRC” refers to the People’s Republic of China;
●	“Securities Act” refers to the Securities Act of 1933, as amended;

·● “~~Forboss~~Share Exchange” refers to ~~Forboss~~On ~~Solar~~January ~~(ShenZhen) Co~~8, ~~Ltd~~2010, Fuwaysun entered into a ~~PRC~~Share ~~corporation;~~Exchange Agreement with Agrisolar, pursuant to the terms of which, the Agrisolar agreed to acquire all of the issued and outstanding shares of common stock in Fuwaysun, in exchange for the issuance of an aggregate of up to 58,055,000 shares of the Agrisolar’s common stock to the shareholders of Fuwaysun, thereby causing Fuwaysun and its wholly-owned subsidiaries FTHK, Forboss, and Fuwaysun to become wholly-owned subsidiaries of the Agrisolar.

·● “~~FTHK~~Tianjin Huaneng” refers toTianjin ~~Fuwaysun~~Huaneng ~~Technology~~Energy ~~(HK)~~Equipment ~~Limited~~Company, a ~~Hong~~PRC ~~Kong~~Company; ~~corporation~~● “Trueframe” refers to Trueframe International Co., Ltd.; and

·● “~~Fuwaysun~~U.S.” refers to ~~Shenzhen~~the ~~Fuwaysun~~United ~~Technology Company Limited, a PRC corporation;~~States.

·Item ~~“Meditech” refers Meditech Pharmaceuticals, Inc~~1.,Financial ~~a Nevada Company, our formerly known name of the Company;~~Statements

· “PRC” refers to the People’s Republic of China;

CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

	As of September 30, 2011		As of December 31, 2010
	(Unaudited)

ASSETS
Current assets:
Cash and cash equivalents	$	6,450,058	$	5,048,133
Accounts receivable, net		9,816,430		10,011,187
Inventories		10,479,328		7,808,225
Other receivables and prepayments		3,806,552		2,366,870
Deferred tax assets		825,010		745,512
Total current assets		31,377,378		25,979,927

Property and equipment, net		13,797,573		13,706,953
Goodwill		2,109,521		2,026,468
Land use rights,net		1,633,589		1,599,243
Investment in Trueframe International Limited		4,708,677		4,339,070
TOTAL ASSETS	$	53,626,738	$	47,651,661

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term loan - bank	$	1,573,589	$	754,979
Accounts payable		3,336,973		3,004,454
Customer deposit payable		11,248,388		7,254,392
Taxes payable		666,982		863,280
Other payables and accrued liabilities		4,981,956		4,547,531
Employee loan		2,003,745		1,945,823
Current portion of long-term liabilities		1,288,455		1,236,354
Total current liabilities and total liabilities		25,100,088		19,606,813

Stockholders’ equity
Convertible preferred stock: par value $0.001, 25,000,000 shares authorized, 0 shares issued and outstanding		-		-
Common stock, $0.001 par value, 66,666,667 shares authorized, 15,233,652 shares issued and outstanding at September 30, 2011 and December 31, 2010		15,233		15,233
Additional paid-in capital		22,611,909		22,611,909
Accumulated other comprehensive income		2,673,533		1,485,064
Retained earnings		2,783,667		3,504,112
Total stockholders’ equity-China Solar		28,084,342		27,616,318
Non-controlling interest in subsidiary		442,308		428,530
Total Stockholder’s Equity		28,526,650		28,044,848
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	53,626,738	$	47,651,661

·See ~~“Securities~~accompanying ~~Act”~~notes ~~refers~~ to ~~the~~financial ~~Securities Act of 1933, as amended;~~statements

· “Share Exchange” refers to On January 8, 2010, Fuwaysun entered into a Share Exchange Agreement with Agrisolar, pursuant to the terms of which, the Agrisolar agreed to acquire all of the issued and outstanding shares of common stock in Fuwaysun, in exchange for the issuance of an aggregate of up to 58,055,000 shares of the Agrisolar’s common stock to the shareholders of Fuwaysun, thereby causing Fuwaysun and its wholly-owned subsidiaries FTHK, Forboss, and Fuwaysun to become wholly-owned subsidiaries of the Agrisolar.1

· “Tianjin Huaneng” refers Tianjin Huaneng Energy Equipment Company, a PRC Company;

CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2011			2010			2011			2010


Revenue	$	6,191,294		$	7,623,544		$	16,520,138		$	22,225,885
Cost of revenue		4,774,871			5,706,376			12,982,244			16,154,947
Gross profit		1,416,423			1,917,168			3,537,894			6,070,938

Operating expenses
Depreciation and amortization		129,021			116,714			376,935			343,538
Selling and distribution		844,651			762,704			2,273,651			2,119,033
General and administrative		496,466			464,267			1,332,075			1,759,693
Total operating expenses		1,470,138			1,343,685			3,982,661			4,222,264

Income(loss) from operations		(53,715	)		573,483			(444,767	)		1,848,674

Other income (expenses):
Interest expense, net of interest income		(114,736	)		(101,844	)		(326,857	)		(261,417	)
Equity in income (loss) of non-consolidated subsidiary		170,150			(36,000	)		134,870			(108,000	)
Total other income (expenses)		55,414			(137,844	)		(191,987	)		(369,417	)

Income(loss) before income taxes		1,699			435,639			(636,754	)		1,479,257
Income tax expense		36,371			109,977			86,910			282,062
Net income(loss)		(34,672	)		325,662			(723,664	)		1,197,195
Less: Net income(loss) attributable to non-controlling interests		17,153			20,124			(3,219	)		144,491
Net income(loss) attributable to the Company	$	(51,825	)	$	305,538		$	(720,445	)	$	1,052,704


Earnings (loss) per common share - Basic and Diluted	$	(0.00	)	$	0.02		$	(0.05	)	$	0.08

Weighted average common shares outstanding - Basic and Diluted		15,233,652			15,233,652			15,233,652			15,233,652

·See ~~“Trueframe”~~accompanying ~~refers~~notes to ~~Trueframe~~financial ~~International Co., Ltd.; and~~statements

~~· “U.S.” refers to the United States.~~2

CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Nine months ended September 30,
	2011			2010


Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	466,419		$	(2,832,013	)
		466,419			(2,832,013	)
Cash flows from investing activities:
Purchase of property, plant and equipment		(122,601	)		(180,135	)
Net cash used in by investing activities		(122,601	)		(180,135	)

Cash flows from financing activities:
Proceeds from bank loan		768,439			735,882
Net cash provided by financing activities		768,439			735,882


Effect of exchange rate on cash and cash equivalents		289,668			208,182

INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS		1,401,925			(2,068,084	)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		5,048,133			4,980,717

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	6,450,058		$	2,912,633

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for income taxes	$	583,305		$	239,246
Cash paid for interest expenses	$	205,108		$	171,147

See accompanying notes to financial statements

CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

	Three months ended September 30,					Nine months ended September 30,
	2011			2010		2011			2010


Net income(loss) attributable to the Company	$	(51,825	)	$	305,538	$	(720,445	)	$	1,052,704
Other comprehensive income
Currency translation adjustment		533,503			369,677		1,205,466			477,679
Comprehensive income		481,678			675,215		485,021			1,530,383
Less: Comprehensive income attributable to non-controlling interests		7,522			5,212		16,997			6,735
Comprehensive income Attributable To the Company	$	474,156		$	670,003	$	468,024		$	1,523,648

See accompanying notes to financial statements

Item 1. Financial Statements

CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	As of June 30, 2011		As of December 31, 2010
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	4,821,943	$	5,048,133
Accounts receivable, net		9,637,306		10,011,187
Inventories		10,385,281		7,808,225
Other receivables and prepayments		3,063,959		2,366,870
Deferred tax assets		828,422		745,512
Total current assets		28,736,911		25,979,927
Property and equipment, net		13,783,340		13,706,953
Goodwill		2,072,484		2,026,468
Land use rights,net		1,615,350		1,599,243
Investment in Trueframe International Limited		4,433,847		4,339,070
TOTAL ASSETS	$	50,641,932	$	47,651,661
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term loan - bank	$	772,606	$	754,979
Accounts payable		3,438,840		3,004,454
Customer deposit payable		10,171,193		7,254,392
Taxes payable		152,226		863,280
Other payables and accrued liabilities		4,812,111		4,547,531
Employee loan		2,001,916		1,945,823
Current portion of long-term liabilities		1,265,220		1,236,354
Total current liabilities and total liabilities		22,614,112		19,606,813
Stockholders’ equity
Convertible preferred stock: par value $0.001, 25,000,000 shares authorized, 0 shares issued and outstanding		-		-
Common stock, $0.001 par value, 66,666,667 shares authorized, 15,233,652 shares issued and outstanding at June 30, 2011 and December 31, 2010		15,233		15,233
Additional paid-in capital		22,611,909		22,611,909
Accumulated other comprehensive income		2,147,553		1,485,064
Retained earnings		2,835,492		3,504,112
Total stockholders’ equity-China Solar		27,610,187		27,616,318
Non-controlling interest in subsidiary		417,633		428,530
Total Stockholder’s Equity		28,027,820		28,044,848
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	50,641,932	$	47,651,661

CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended June 30,						Six months ended June 30,
	2011			2010			2011			2010
Revenue	$	6,777,715		$	10,705,927			10,328,844		$	14,602,341
Cost of revenue		5,343,502			7,713,567			8,207,373			10,448,571
Gross profit		1,434,213			2,992,360			2,121,471			4,153,770
Operating expenses
Depreciation and amortization		121,732			104,311			247,914			226,824
Selling and distribution		753,880			729,260			1,429,000			1,356,329
General and administrative		429,093			698,661			835,609			1,295,426
Total operating expenses		1,304,705			1,532,232			2,512,523			2,878,579
Income (loss) from operations		129,508			1,460,128			(391,052	)		1,275,191
Other income (expenses):
Interest expense, net of interest income		(95,256	)		(88,026	)		(212,121	)		(159,573	)
Equity in loss of non-consolidated subsidiary		(33,469	)		(72,000	)		(35,280	)		(72,000	)
Total other income (expenses)		(128,725	)		(160,026	)		(247,401	)		(231,573	)
Income (loss) Before Income Taxes		783			1,300,102			(638,453	)		1,043,618
Income tax expense		41,209			105,908			50,539			172,085
Net income (loss)		(40,426	)		1,194,194			(688,992	)		871,533
Less: Net Income (loss) attributable to non-controlling interests		(60,138	)		119,368			(20,372	)		124,367
Net income (loss) attributable to the Company	$	19,712		$	1,074,826			(668,620	)	$	747,166
Earnings (loss) per common share - Basic and Diluted	$	0.00		$	0.08			(0.04	)	$	0.06
Weighted average common shares outstanding - Basic and Diluted		15,233,652			15,233,652			15,233,652			15,233,652

CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months ended June 30,
	2011			2010
Cash flows from operating activities:
Net cash used in operating activities	$	(255,653	)	$	(2,143,894	)
		(255,653	)		(2,143,894	)
Cash flows from investing activities:
Purchase of property, plant and equipment		(27,857	)		(117,516	)
Net cash used in investing activities		(27,857	)		(117,516	)
Cash flows from financing activities:
Proceeds from bank loan		-			732,732
Net cash provided by financing activities		-			732,732
Effect of exchange rate on cash and cash equivalents		57,320			144,087
INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS		(226,190	)		(1,384,591	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		5,048,133			4,980,717
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	4,821,943		$	3,596,126
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for income taxes	$	97,797		$	132,453
Cash paid for interest expenses	$	129,821		$	101,715

CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three months ended June 30,					Six months ended June 30,
	2011			2010		2011			2010
Net Income (loss) attributable to the Company	$	19,712		$	1,074,826	$	(668,620	)	$	747,166
Other comprehensive income(loss)
Currency translation adjustment		379,402			10,510		671,964			15,342
Comprehensive income (loss)		399,114			1,085,336		3,344			762,508
Less: Comprehensive income attributable to non-controlling interests		5,350			859		9,475			1,254
Comprehensive Income (loss) Attributable To the Company	$	(393,764	)	$	1,084,477	$	(6,131	)	$	761,254

CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and pursuant to the requirements for reporting on Form 10-Q. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. However, the information included in these interim financial statements reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for the fair presentation of the consolidated financial position and the consolidated results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full year. The consolidated balance sheet as of December 31, 2010 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year 2010. These interim financial statements should be read in conjunction with that report.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NOTE 2 - ORGANIZATION AND BUSINESS

China Solar & Clean Energy Solutions, Inc. (“China Solar”), formerly known as Deli Solar (USA) Inc., was incorporated in the State of Nevada on March 21, 1983 as Meditech Pharmaceuticals, Inc. (“Meditech”). In late 2004, the Board of Directors of Meditech contemplated a strategic reorganization with Deli Solar Holding Ltd., a corporation organized in the British Virgin Islands (“Deli Solar (BVI)”). The acquisition of Deli Solar (BVI) was accounted for as a recapitalization of Deli Solar (BVI).

On August 1, 2004, Deli Solar (BVI) purchased Bazhou Deli Solar Energy Heating Co., Ltd. (“Deli Solar (Bazhou)”), a corporation duly organized under the laws of the People’s Republic of China (“PRC”). As a result of this transaction, Deli Solar (Bazhou) became a wholly-foreign owned enterprise (“WFOE”) under PRC law on March 30, 2005. This acquisition was accounted for as a transfer of entities under common control.

Deli Solar (Bazhou) was incorporated on August 19, 1997 under the laws of the PRC. In the PRC, Ltd., or Limited, is equivalent to Inc., or Incorporated, in the United States (“US”).

On November 21, 2005 Deli Solar (Bazhou) acquired Ailiyang Solar Energy Technology Co., Ltd. (“Ailiyang”), an entity formerly controlled by the owners of Deli Solar (Bazhou). The transaction was accounted for as a transfer of entities under common control.

Beijing Deli Solar Technology Development Co., Ltd. (“Deli Solar (Beijing)”), our wholly owned PRC subsidiary, was founded in 2006 and is principally engaged in solar power heater integrated construction projects in major cities in the PRC.5

~~Deli~~CHINA ~~Solar~~SOLAR ~~(Beijing)~~& ~~owns~~CLEAN ~~91.82%~~ENERGY ~~of Tianjin Huaneng Energy Equipment Company (“Tianjin Huaneng”)~~SOLUTIONS, ~~which manufactures energy saving boilers and environmental protection equipment for industrial customers~~INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Beijing Deli Solar Technology Development Co., Ltd. (“Deli Solar (Beijing)”) was founded in 2006 and is principally engaged in solar power heater integrated construction projects in major cities in the PRC.

Deli Solar (Beijing) ownes 91.82% of Tianjin Huaneng Energy Equipment Company (“Tianjin Huaneng”), which manufactures energy saving boilers and environmental protection equipment for industrial customers.

China Solar, Deli Solar (BVI), Deli Solar (Bazhou), Ailiyang, Deli Solar (Beijing) and Tianjin Huaneng are hereinafter referred to as the “Company”.

NOTE 3 - RECENTLY ISSUED ACCOUNTING STANDARDS

During the three months ended ~~June~~September 30, 2011, there were no changes made to our critical accounting policies and the use of estimates. For further information, please refer to “Critical Accounting Policies” included in PART II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2010.

NOTE 4- INVESTMENT IN TRUEFRAME INTERNATIONAL LTD.

During the year ended December 31, 2008 and 2009, we loaned Shenzhen Fuwaysun Technology Co., Ltd. (“Fuwaysun”) approximately $4,000,000 under two loan agreements. In October 23, 2009, our wholly owned subsidiary, Bazhou Deli Solar energy Heating Co. Ltd. (“Bazhou”), entered into an agreement with ~~Trueframe~~Truefame International Co., Ltd. (“~~Trueframe~~Truefame”), the 55.78% indirect owner of Fuwaysun to acquire 28% of outstanding stock of ~~Trueframe~~Truefame in exchange for the loans of approximately $4,000,000. ~~Trueframe~~Truefame is a BVI company ~~that~~ who owns 32,550,000 outstanding shares, or approximately 55.78% of AgriSolar Solutions, Inc. (“AgriSolar”). Agrisolar owns 100% of Fuweysun through ~~one~~other ~~of its~~ wholly owned ~~subsidiaries~~subsidiary.

On January 8, 2010, Fuwaysun entered into a Share Exchange Agreement with AgriSolar Solutions, Inc., a Colorado corporation (“Agrisolar”). Pursuant to the terms of the Exchange Agreement, the Agrisolar agreed to acquire all of the issued and outstanding shares of common stock in Fuwaysun, in exchange for the issuance of an aggregate of up to 58,055,000 shares of the Agrisolar’s common stock to the shareholders of Fuwaysun, thereby causing Fuwaysun and its wholly-owned subsidiaries, Fuwaysun Technology (HK) Limited, a Hong Kong corporation (“FTHK”), Forboss Solar (ShenZhen) Co, Ltd, a PRC corporation (“Forboss”), and Shenzhen Fuwaysun Technology Company Limited, a PRC corporation (“Fuwaysun”) to become wholly-owned subsidiaries of the Agrisolar (the “Share Exchange”). As a result of the Share Exchange, Trueframe International Limited is the owner of 32,550,000 shares, or approximately 55.78% of Agrisolar issued and outstanding common stock. In October, 2009, the loans, exclusive of RMB 1,000,000 (approximately $146,451) were converted into 28% of the outstanding equity of ~~Trueframe~~Truefame international limited (“Truefame”). ~~Trueframe~~Trufame is a holding company that owns 55.78 % of Fuwaysun. The remaining RMB 1,000,000 is due when Fuwaysun receives adequate funding. Thus, Deli Solar (BVI) owns indirectly 15.62% of the outstanding common stock of AgriSolar Solutions, Inc.

The investment in Truframe has been accounted for under the equity method.

NOTE 5 - BALANCE SHEET COMPONENTS

Accounts receivable, net

The majority of the Company’s sales are on open credit terms and in accordance with terms specified in the contracts governing the relevant transactions. The Company evaluates the need ~~for~~of an allowance for doubtful accounts based on the aging of accounts receivable that management believes to be reasonable.

106

	June 30, 2011		December 31, 2010
	(Unaudited)
Accounts receivable, cost	$	10,998,273	$	11,341,103
Less : allowance for doubtful accounts		1,360,967		1,329,916
Accounts receivable, net	$	9,637,306	$	10,011,187

CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	September 30, 2011		December 31, 2010
	(Unaudited)

Accounts receivable, cost	$	11,202,390	$	11,341,103
Less : allowance for doubtful accounts		1,385,960		1,329,916
Accounts receivable, net	$	9,816,430	$	10,011,187

Inventories:

	June 30, 2011		December 31, 2010
	September 30, 2011		December 31, 2010
	(Unaudited)
Raw materials	$	2,~~505~~662,~~554~~397	$	1,992,316
Consumables		1920,~~628~~617		17,804
Work-in-process		23,~~822~~089,~~081~~442		867,726
Finished goods		54,~~038~~706,~~018~~872		4,930,379
Inventories	$	10,~~385~~479,~~281~~328	$	7,808,225

Other receivables and prepayments:

	June 30, 2011		December 31, 2010
	September 30, 2011		December 31, 2010
	(Unaudited)
Advance to suppliers	$	12,~~830~~416,~~648~~314	$	867,018
Other receivables		1,~~233~~390,~~311~~238		1,499,852
Other receivables and prepayments	$	3,~~063~~806,~~959~~552	$	2,366,870

Other payables and accrued liabilities:

	June 30, 2011		December 31, 2010
	September 30, 2011		December 31, 2010
	(Unaudited)
Salary payable	$	~~352~~335,~~876~~108	$	637,996
Accrued expenses and interest payable		~~209~~215,~~779~~865		294,009
Other payables		3,~~187~~349,~~220~~239		2,577,525
Warranty provision		1,~~062~~081,~~236~~744		1,038,001
Totals	$	4,~~812~~981,~~111~~956	$	4,547,531

117

CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 6 - STOCKHOLDERS’ EQUITY

Common ~~Stock~~Stocks Held in Escrow

In connection with the private placement on February 29, 2008, the Company deposited 2,000,000 shares of common stock (“Make Good Shares”) into escrow and we are required to deliver (i) 1,000,000 of the Make Good Shares to the investors on a pro rata basis for no additional consideration in the event that the Company’s after-tax net income for the fiscal year ending December 31, 2008 is less than $4.8 million; and (ii) 1,000,000 of the Make Good Shares to the investors on a pro rata basis for no additional consideration in the event that the Company’s after-tax net income for the fiscal year ending December 31, 2009 is less than $8 million. The after tax net income target of $4.8 for the year ended December 31, 2008 and $8 million for the year ended December 31, 2009 have not been met. The registration statement of 2,000,000 of the Make Good shares to the investors was declared effective.

Warrants for services

A summary of the status of the Company’s outstanding common stock warrants:

	Number of Shares		Weighted- average Exercise Price	~~Weighted- average Exercise Price~~		Weighted- average Remaining Contractual Term	~~Weighted- average Remaining Contractual Term~~
Outstanding and Exercisable at January 1, 2010	6,622,532	~~6,622,532~~	$	$2.48	~~2.48~~	2.25 years	~~2.25 years~~
Granted	-	-		-	-	-		-
Exercised	-	-		-	-	-		-
Forfeited	-	-		-	-	-		-
Expired	-	-		-	-	-		-
Outstanding and Exercisable at December 31, 2010	6,622,532	~~6,622,532~~	$	$2.48	~~2.48~~	1.25 years	~~1.25 years~~
Granted	-	-		-	-	-		-
Exercised	-	-		-	-	-		-
Forfeited	-	-		-	-	-		-
Expired	-	-		-	-	-		-
Outstanding and Exercisable at June 30, 2011		6,622,532			2.48		1 year
Outstanding and Exercisable at September 30, 2011	6,622,532		$	2.48		0.5 year

CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 7 - INCOME TAXES

The Company is registered in the United States of America ~~(“U.S.”)~~ and has operations in three tax jurisdictions: the United States of America, ~~the~~ British Virgin ~~Islands~~Island (“BVI”) and the PRC. The operations in the ~~U.S.~~ United States of America and ~~the~~ ~~BVI~~ British Virgin Island have incurred net operating losses for income tax purposes. The Company generated substantially all of its net income from the operation of its subsidiary in the PRC and is subject to the PRC tax jurisdiction.

The comparison of income tax expense at the U.S. statutory rate of 35% to the Company's effective tax is as follows:

	For the six month ended
	For the nine month ended
	June 30,
	September 30,
	2011			2010
U.S. statutory rate at 35%	$	(~~223~~222,~~469~~863	)	$	~~365~~517,~~265~~737
Tax reate difference between China and U.S.		111,427			(251,301	)
Tax rate difference between China and U.S.		141,360			(350,599	)
Tax paid for prior periods		7778,~~936~~399			-
Change in valuation allowance		8490,~~645~~014			58114,~~121~~924
Effective tax	$	5086,~~539~~910		$	~~172~~282,~~085~~062
The provisions for income tax are summarized as follows:
Current	$	155,714		$	176,745
Deferred		(68,804	)		105,317
Total	$	86,910		$	282,062

129

~~The~~CHINA ~~provisions~~SOLAR ~~for~~& ~~income~~CLEAN ~~tax~~ENERGY ~~are~~SOLUTIONS, ~~summarized as follows:~~INC.

Current	$	123,273		$	132,564
Deferred		(72,734	)		39,521
Total	$	50,539		$	172,085

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 8 - SEGMENT REPORTING, GEOGRAPHICAL INFORMATION

(a) Business information

During the three and nine months ended ~~June~~September 30, 2011 and 2010, the Company had primarily three reportable segments, (i) Solar Heater/Biomass Stove/Boiler related products, (ii) Heat pipe related equipments/Energy-saving projects and (iii) Building integrated energy-saving projects, under the management of Bazhou, Tianjin Huaneng, and Deli Solar (Beijing), respectively.

The Company’s revenue, gross profit and total assets by reportable segment are as follows:

Sales Revenues

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

2011

2010

2011

2010

Revenue:

Solar heater/Biomass stove/Boiler related products

~~752~~1,~~416~~186,759

12,~~786~~691,~~423~~900

12,~~100~~287,~~492~~251

25,~~531~~223,~~834~~734

Heat pipe related equipments/Energy-saving projects

54,~~936~~978,~~060~~663

84,~~920~~738,~~032~~678

914,~~107~~085,~~107~~770

1216,~~071~~809,~~035~~713

Building integrated energy-saving projects

8925,~~239~~872

~~(528~~192,966

)

~~121~~147,~~245~~117

~~(528~~192,438

)

6,~~777~~191,~~715~~294

107,~~705~~623,~~927~~544

1016,~~328~~520,~~844~~138

1422,~~602~~225,~~341~~885

Gross Profit

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

2011

~~2011~~

2010

~~2010~~

2011

~~2011~~

2010

~~2010~~

Gross profit:

Solar heater/Biomass stove/Boiler related products

~~183~~249,~~987~~197

~~394~~575,~~908~~718

~~250~~500,~~836~~033

~~504~~1,~~629~~080,347

Heat pipe related equipments/Energy-saving projects

1,~~192~~350,~~993~~807

21,~~597~~218,~~980~~251

13,~~782~~133,~~785~~592

34,~~649~~867,~~669~~920

Building integrated energy-saving projects

57-183,~~233~~581

~~(528~~123,199

)

87-95,~~850~~731

~~(528~~122,671

)

1,~~434~~416,~~213~~423

21,~~992~~917,~~360~~168

23,~~121~~537,~~471~~894

46,~~153~~070,~~770~~938

Total assets
Total assets	~~June~~September 30, 2011		~~June~~December 3031, 2010
Solar heater/Biomass stove/Boiler related products	$	2021,~~853~~385,~~926~~450	$	20,640,186
Heat pipe related equipments/Energy-saving projects		2528,~~337~~010,~~537~~741		22,744,744
Building integrated energy-saving projects		1896,~~328,488~~717		1,524,390
Administration		3,~~121~~333,~~981~~830		2,742,341
	$	5053,~~641~~626,~~932~~738	$	47,651,661

(b) Geographic information

CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company operates in the PRC and all of the Company’s long lived assets are located in the PRC. In respect of geographical segment reporting, sales are based on the country in which the customer is located and total assets and capital expenditure are based on the country where the assets are located.

13The Company’s operations are located in PRC, which is the main geographical area. The Company’s revenue, gross profit and total assets by geographical market for the three and nine months ended September 30, 2011 and 2010 are analyzed as follows:

The Company’s operations are located in PRC, which is the main geographical area. The Company’s revenue, gross profit and total assets by geographical market for the three months ended June 30, 2011 and 2010 are analyzed as follows:

Revenue
	Three months ended September 30,				Nine months ended September 30,
	2011		2010		2011		2010

Revenue:
PRC	$	6,191,294	$	7,617,367	$	16,501,489	$	20,783,053
Others		-		6,177		18,649		1,442,832
	$	6,191,294	$	7,623,544	$	16,520,138	$	22,225,885
Gross profit

	Three months ended September 30,				Nine months ended September 30,
		2011		2010		2011		2010

Gross profit:
PRC	$	1,416,423	$	1,915,076	$	3,532,873	$	5,582,345
Others		-		2,092		5,021		488,593
	$	1,416,423	$	1,917,168	$	3,537,894	$	6,070,938

Revenue

Total assets

Three months ended June 30,

Six months ended June 30,

September 30,

December 31,

2011

2010

~~2011~~

~~2010~~

Revenue:

Total assets:

PRC

653,~~777~~602,~~715~~121

947,~~840~~629,~~185~~861

~~10,310,195~~

~~13,165,686~~

Others

-24,617

~~865~~21,~~742~~800

~~18,649~~

~~1,436,655~~

653,~~777~~626,~~715~~738

1047,~~705~~651,~~927~~661

~~10,328,844~~

~~14,602,341~~

Gross profit

	Three months ended June 30,				Six months ended June 30,
	2011		2010		2011		2010
Gross profit:
PRC	$	1,434,213	$	2,764,919	$	2,116,450	$	3,667,269
Others		-		227,441		5,021		486,501
	$	1,434,213	$	2,992,360	$	2,121,471	$	4,153,770

Total assets

	June 30,		December 31,
	2011		2010
Total assets:
PRC	$	50,617,315	$	47,629,861
Others		24,617		21,800
	$	50,641,932	$	41,651,661

CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

NOTE 9 - SUBSEQUENT EVENT

The Company ~~announced~~ onhas ~~July~~evaluated ~~25,~~subsequent ~~2011~~events ~~that~~after ~~one~~the ofbalance ~~its~~sheet ~~subsidiaries~~date ~~(Deli~~through ~~Solar~~the ~~(BVI))~~financial ~~signed~~statements anwere ~~agreement~~issued ~~with~~, ~~Guizhou~~there ~~Fuxiang~~are ~~Eco-Industrial~~no ~~City~~subsequent ~~Investment~~events &that ~~Development~~are ~~Co.~~required ~~Ltd~~ to ~~jointly construct green eco-buildings. The eco-buildings will~~ be ~~planned~~recorded ~~and~~or ~~applied~~disclosed ~~with~~in ~~low carbon and eco-technologies for~~ the ~~purpose~~accompanying ofinterim ~~energy-saving,~~financial ~~low carbon ecology, and integrated solar energy solutions~~statements.

Engineering costs are expected to amount to over RMB 4 billion (US $630 million) with a net profit rate of approximately 16-18%. Construction will be implemented over three phases. First phase construction is expected to commence August 2011 and continue through December 2012, covering 1.5km2 (0.58 miles2) with costs estimated from RMB 750-900 million (USD $116-140 million); Second phase construction is expected to commence August 2012 and continue through October 2014, covering 4km2 (1.54 miles2) with costs estimated from RMB 2–2.4 billion (USD $310-370 million); Third phase construction is expected to commence August 2013 and continue through December 2015, covering 2.5km2 (0.97 miles2) with costs estimated from RMB 4-4.8 billion (USD $620-740 million).12

~~The~~Item ~~Company has evaluated subsequent events after the balance sheet date through the date the financial statements were issued~~2. Management’s ~~There~~Discussion ~~are~~and noAnalysis ~~other~~of ~~subsequent~~Financial ~~events~~Condition ~~that~~and ~~are~~Results ~~required~~Of ~~to be recorded or disclosed in the accompanying interim financial statements~~Operations.

15The following discussion and analysis of the results of operations and financial condition for the nine months ended September 30, 2011 and 2010 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. See “Cautionary Note Regarding Forward Looking Statements.”

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the results of operations and financial condition for the six months ended June 30, 2011 and 2010 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. See “Cautionary Note Regarding Forward Looking Statements.”

Overview

We are engaged in the solar and renewable energy business in the PRC. Our business is conducted through our wholly-owned PRC based operating subsidiaries, Deli Solar (Bazhou), Deli Solar (Beijing), and our indirect subsidiary Tianjin Huaneng (majority owned).

The Company has three reportable segments: (i) Solar Heater/Biomass Stove/Boiler related products, (ii) Heat pipe related products and (iii) Building integrated energy-saving projects, under the management of Bazhou, Tianjin Huaneng, and Deli Solar (Beijing), respectively.

Deli Solar (Bazhou) designs, manufactures and sells renewable energy systems to produce hot water and for space heating in the PRC. Deli Solar (Bazhou)'s principal products are solar hot water heaters and multifunctional space heaters, including coal-fired boilers for residential use. Deli Solar (Bazhou) also sells component parts for its products and provides after-sales maintenance and repair services.

Deli Solar (Beijing), a wholly owned PRC subsidiary, is principally engaged in building integrated energy-saving projects in major cities in the PRC, including Beijing.

Tianjin Huaneng manufactures heating products such as heating pipes, heat exchangers, specialty heating pipes and tubes, high temperature hot blast boilers, heating filters, normal pressure water boilers, solar energy water heaters and radiators.

Approximately 1013.78% of our net revenue for the ~~six~~nine months ended ~~June~~September 30, 2011 was derived from sales of our solar heater/biomass stove/boiler related products, 8885.23% from sales of our heat pipe related equipment/energy-saving projects, and 10.29% from sales of our building integrated energy projects, respectively. Approximately 99.89% and 0.21% of our net ~~revenue~~revenues for the ~~six~~nine months ended ~~June~~September 30, 2011, ~~was~~were derived from sales made inside the PRC and outside the PRC, respectively.

~~Three~~Recent ~~months ended June 30, 2011 compared to three months ended June 30, 2010~~Developments

Agreement with Guizhou Fuxiang Eco-Industrial City Investment & Development Co., Ltd.

On July 25, 2011, Deli Solar (BVI), signed a joint construction agreement with Guizhou Fuxiang Eco-Industrial City Investment & Development Co., Ltd. (the “Joint Construction Agreement”) on green eco-buildings construction projects located in Guizhou, P.R.C., pursuant to which, we will assist Guizhou Companyas a subcontractor, in constructing the green eco-buildings construction projects (the “Projects”) located in Guizhou China by applying energy-saving, low carbon ecology and integrated solar energy solutions to these constructions.

The joint construction agreement secured by Deli Solar (BVI) represents a key step in the Company’s new strategic development towards a low-carbon eco-solutions provider. Over the past ten years, the Company has gained substantial development and experience in the area of alternative energy utilization, energy saving and waste recovery. While the Company continues to operate its solar heater and industry waste heat recovery businesses, it recognizes that there is an emergence of a prosperous green industry in China that comprises of 4 sectors: alternative energy, energy saving and emission reduction, waste treatment, and eco-environment protection.

The total covered area for the Projects is over 8.0 square kilometers, or 3.089 square miles. The total estimated costs of the Projects payable from Guizhou Company to the Company are approximately RMB 4 billion (approximately $0.63 billion) and will be paid in three installments at the following three phases of the Projects:

In the first phase, the total covered area is approximately 1.5 square kilometers, or 0.58 square miles, and the total estimated costs are from RMB 750 million to RMB 900 million (approximately $116.4 million to $139.8 million) with an expected net profit rate of approx. 16-18%. The construction period will be commencing from August 2011 to December 2012. In the second phase, the total covered area is approximately 4.0 square kilometers, or 1.54 square miles, and the total estimated costs are from RMB 2 billion to 2.4 billion (approximately $0.31 billion to $0.37 billion). The construction period is expected from August 2012 to October 2014. In the third phase, the total covered area is approximately 2.5 square kilometers, or 0.97 square miles, and the total estimated costs are from RMB 4 billion to 4.8 billion (approximately $0.62 billion to $0.74 billion). The construction period is expected from August 2013 to December 2015.

The detailed payment arrangements from Guizhou Company to the Company, including but not limited to the payment times, amounts of each installments and inspection arrangements upon completion of each phase of the Projects, will be subject to the parties’ arrangement in separate agreements.

Acquisition of Beijing Beifang Yangguang Solar Equipment Co., Ltd.

On August 31, 2011, Deli Solar (Beijing) entered into certain equity increase and transfer agreement with all and each of shareholders (“Beifang Yangguang Prior Shareholders”) of Beijing Yangguang Solar Equipment Co., Ltd. (“Beifang Yangguang”) (the “Equity Increase and Transfer Agreement”), pursuant to which Deli Solar injected RMB800,000 (approximately $125,260) to Beifang Yangguang as registered share capital and paid RMB960,000 (approximately $150,312) to acquire part of registered share capital owned by Beifang Yangguang Prior Shareholders (the “Equity Increase and Transfer ”), such that immediately after the Equity Increase and Transfer, Deli Solar (Beijing) acquired 88% of the registered share capital of Beifang Yangguang and Beifang Yangguang Prior Shareholders holds 12% of the registered share capital of Beifang Yangguang. After such Equity Increase and Transfer, the board of directors of Beifang Yangguang constitute of five directors, four of which appointed by Deli Solar (Beijing) and one of which appointed by Beifang Yangguang. Beifang Yangguang, founded in 1986 with its headquarter in Miyun District, Beijing will focus its main business on producing all-glass vacuum solar collector tubes after such Equity Increase and Transfer. The Equity Increase and Transfer Agreement was not approved by the local administrative bureau of industry and commerce until October 15, 2011, and therefore we didn’t consolidate Beifang Yangguang’s financial with our financials statements as of September 30, 2011.

Results of Operations

Three months ended September 30, 2011 compared to nine months ended September 30, 2010

Sales Revenue

	Three months ended June 30,
	Three months ended September 30
Revenue	2011		2010
Solar heater/Biomass stove/Boiler related products	$	~~752~~1,~~416~~186,759	$	12,~~786~~691,~~423~~900
Heat pipe related equipments/Energy-saving projects		54,~~936~~978,~~060~~663		84,~~920~~738,~~032~~678
Building integrated energy-saving projects		8925,~~239~~872		~~(528~~192,966	)
Total	$	6,~~777~~191,~~715~~294	$	107,~~705~~623,~~927~~544

16Overall: Revenue for the three months ended September 30, 2011 was $6,191,294 as compared to $7,623,544 for the three months ended September 30, 2010, a decrease of $1,432,250 or 18.8%. The decrease was primarily due to the decrease in revenue from solar heater/biomass stove/boiler related products.

~~Overall~~Solar heater/Biomass Stove/Boiler related products: Revenue for the three months ended ~~June~~September 30, 2011 was $61,~~777~~186,~~715~~759 as compared to $102,~~705~~691,~~927~~900 for the three months ended ~~June~~September 30, 2010, a decrease of $31,~~928~~505,~~212~~141 or 3655.79%. The decrease ~~was primarily due to the decrease~~ in sales revenue from solar ~~heater~~heaters/biomass stove/boiler related products ~~and~~was ~~heat~~due ~~pipe~~to strong competition, which resulted in a loss of market share in this segment. We expect competition to remain fierce in the solar heater related ~~equipments/energy-saving~~products ~~projects~~market in the foreseeable future. We expect solar heaters in Company continue to decline.

~~Solar~~Heat ~~heater/Biomass~~pipe ~~Stove/Boiler~~ related ~~products~~equipments/Energy-saving projects: Revenue for the three months ended ~~June~~September 30, 2011 was $~~752~~4,~~416~~978,663 as compared to $14,~~786~~738,~~423~~678 for the three months ended ~~June~~September 30, 2010, aan ~~decrease~~increase of $1239,~~034,007~~985 or 575.91%. The ~~decrease~~increase in ~~sales~~ revenue ~~from~~is ~~solar heaters/biomass stove/boiler related products was~~ due to ~~strong~~ ~~competition,~~increased ~~which~~project ~~resulted~~sales ~~in a loss~~ of ~~market share in this segment~~0.9% Weand ~~expect~~foreign ~~competition~~currency totranslation ~~remain~~changes ~~fierce~~contributed ~~in the solar heater related products market in the foreseeable future~~4.2% ~~We expect solar heaters in Company continue~~ to ~~decline~~sales growth.

Heat pipe related equipments/Energy-saving projects: Revenue for the three months ended June 30, 2011 was $5,936,060 as compared to $8,920,032 for the three months ended June 30, 2010, a decrease of $2,983,972 or 33.5%. The decrease in sales revenue from heat pipe related equipments/energy-saving projects was due to the decrease in some large projects compared to the previous year period, however we expect the revenue will increase in the second half year, due to our recent efforts to expand this segment and as we expect to recognize revenue in the second half of the current fiscal year from several contracts that were entered into in the first half of the current fiscal year.15

Building integrated energy-saving projects: Revenue for the three months ended ~~June~~September 30, 2011 was $8925,~~239~~872 as compared to $~~-528~~192,966 for the three months ended ~~June~~September 30, 2010, ana ~~increase~~decrease of $89167,~~767.~~094 ~~The~~or sales revenue from building integrated energy-saving projects was due to the increase in integrated solar energy-saving building projects in Deli Solar (Beijing), we expect the revenue will increase in the future due to our recent efforts to expand this segment and as we expect to generate more revenue in the second half of the current fiscal year compared to the previous year period86.6%.

Gross Profit

	Three months ended June 30
	Three months ended September 30
Gross profit	2011		2010
Solar heater/Biomass stove/Boiler related products	$	~~183~~249,~~987~~197	$	~~394~~575,~~908~~718
Heat pipe related equipments/Energy-saving projects		1,~~192~~350,~~993~~807		21,~~597~~218,~~980~~251
Building integrated energy-saving projects		57-183,~~233~~581		~~(528~~123,199	)
	$	1,~~434~~416,~~213~~423	$	21,~~992~~917,~~360~~168

Overall: Gross profit for the three months ended ~~June~~September 30, ~~2011was~~2011 was $1,~~434~~416,~~213~~423 as compared to $21,~~992~~917,~~360~~168 for the three months ended ~~June~~September 30, 2010, a decrease of $1500,~~558,147~~745 or 5226.1%. The decrease was primarily due to the decrease in gross profit from solar heater/biomass stove/boiler related products and ~~heat~~building ~~pipe~~integrated ~~related equipments and~~ energy-saving projects.

Solar heater/Biomass Stove/Boiler related products: Gross profit and gross profit margin for the three months ended ~~June~~September 30, 2011 were $~~183~~249,~~987~~197 and 2421.50% respectively, as compared to $~~394~~575,~~908~~718 and 2221.14% for the three months ended ~~June~~September 30, 2010. Gross profit decreased $~~210~~326,~~921~~521 or 5356.47%. The decrease in gross profit from solar heaters/biomass stove/boiler related products was due to strong competition, which resulted in a loss of market share in this segment.

Heat pipe related equipments/Energy-saving projects: Gross profit and gross profit margin for the three months ended ~~June~~September 30, 2011 were $1,~~192~~350,~~993~~807 and 2027.1% respectively, as compared to $21,~~597~~218,~~980~~251 and 2925.17% for the three months ended ~~June~~September 30, 2010. Gross profit ~~decreased~~increased $1132,~~404,987~~556 or 5410.19%. The decrease in sales revenue from heat pipe related equipments/energy-saving projects was due to the decrease in some large projects compared to the previous year period, however we expect the revenue will increase inof ~~the~~gross ~~second~~profit ~~half year due to our recent efforts to expand this segment~~ and asimprovement ~~we expect to recognize revenue~~ in ~~the~~gross ~~second half of the current fiscal year from several contracts that were entered into in the first half of the current fiscal year. Gross profit~~ margin ~~decreased 9.0%, the main reason~~ was due to ~~the~~modest price increase offor ~~cost,~~certain ~~including~~contracts ~~raw material labor cost~~ and ~~other~~manufacturing ~~product~~efficiency ~~cost~~enhancements.

Building integrated energy-saving projects: Gross profit for the three months ended ~~June~~September 30, 2011 was $57-183,~~233~~581 as compared to $~~-528~~123,199 for the three months ended ~~June~~September 30, 2010, ana ~~increase~~decrease of $57306,~~761~~780. The increase in sales revenue from building integrated energy-saving projects was due to the increase in integrated solar energy-saving building projects in Deli Solar (Beijing), we expect the revenue will increase in the future.

Operating Expenses

Operating expenses for the three months ended ~~June~~September 30, 2011 were $1,~~304~~470,~~705~~138, as compared to $1,~~532~~343,~~232~~685 for the three months ended ~~June~~September 30, 2010, aan ~~decrease~~increase of $~~227~~126,~~527,~~453 or 149.84%. The overall ~~decrease~~increase in operating expenses was primarily due to the ~~cost~~increase ~~reduction and consolidation efforts~~ in ~~our~~selling ~~general~~ and ~~administrative~~distribution ~~functions~~expenses.

Depreciation and amortization expenses increased to $~~121~~129,~~732~~021 for the three months ended ~~June~~September 30, 2011, ~~or 16.7%,~~ from $~~104~~116,~~311~~714 for the three months ended ~~June~~September 30, 2010, primarily as a result of the increase of our manufacturing equipment and building.

Selling and distribution expenses increased to $~~753~~844,~~880~~651 for the three months ended ~~June~~September 30, 2011, ~~or 3.4%,~~ from $~~729~~762,~~260~~704 for the three months ended ~~June~~September 30, 2010, primarily due to the increase in transportation cost.

17General and administrative expenses were $496,466 for the three months ended September 30, 2011 (or approximately 8.0% of sales) compared to $464,267 (or approximately 6.1% of sales) for the three months ended September 30, 2010, an increase of 6.9%. The increase was primarily due to daily cost increase in our general and administrative functions.

General and administrative expenses were $429,093 for the three months ended June 30, 2011 (or approximately 6.3% of sales) compared to $698,661 (or approximately 6.5% of sales) for the three months ended June 30, 2010, a decrease of 38.6%. The decrease was primarily due to cost reduction and consolidation efforts in our general and administrative functions.16

Net Income (loss)

~~Net~~The Company realized a net loss ~~was~~of $4034,~~426~~672 for the three months ended ~~June~~September 30, 2011. However, ~~compared~~because the Company owns only 91.8% of one subsidiary, 8.2% of that company’s income was attributed to the non-controlling interest. Therefore the net ~~income~~loss offor the three months ended September 30, 2011 was $151,~~194~~825 attributable to the shareholders of the Company. In comparison,~~194~~ ~~for~~during the three months ended ~~June~~September 30, 2010, ~~primarily~~the ~~due~~net income attributable to the ~~decrease in~~Company’s ~~revenue and~~shareholders ~~gross~~was ~~profit~~$305,538, after deducting income attributable to the 8.2% non-controlling interest in the subsidiary.

~~Six~~Nine months ended ~~June~~September 30, 2011 compared to ~~six~~Nine months ended ~~June~~September 30, 2010

Sales Revenue

	Six months ended June 30,
	Nine months ended September 30
Revenue	2011		2010
Solar heater/Biomass stove/Boiler related products	$	12,~~100~~287,~~492~~251	$	25,~~531~~223,~~834~~734
Heat pipe related equipments/Energy-saving projects		914,~~107~~085,~~107~~770		1216,~~071~~809,~~035~~713
Building integrated energy-saving projects		~~121~~147,~~245~~117		~~(528~~192,438	)
Total	$	1016,~~328~~520,~~844~~138	$	1422,~~602~~225,~~341~~885

Overall: Revenue for the ~~six~~nine months ended ~~June~~September 30, 2011 was $1016,~~328~~520,~~844~~138 as compared to $1422,~~602~~225,~~341~~885 for the ~~six~~nine months ended ~~June~~September 30, 2010, a decrease of $45,~~273~~705,~~497~~747 or 2925.37%. The decrease was primarily due to the decrease in revenue from solar heater/biomass stove/boiler related products and heat pipe related equipments/energy-saving projects.

Solar heater/Biomass Stove/Boiler related products: Revenue for the ~~six~~nine months ended ~~June~~September 30, 2011 was $12,~~100~~287,~~492~~251 as compared to $25,~~531~~223,~~834~~734 for the ~~six~~nine months ended ~~June~~September 30, 2010, a decrease of $12,~~431~~936,~~342~~483 or 56.52%. The decrease in sales revenue from solar heaters/biomass stove/boiler related products was due to strong competition. We expect competition to remain fierce in the solar heater related products market in the foreseeable future. We expect solar heaters in Company continue to decline.

Heat pipe related equipments/Energy-saving projects: Revenue for the ~~six~~nine months ended ~~June~~September 30, 2011 was $914,~~107~~085,~~107~~770 as compared to $1216,~~071~~809,~~035~~713 for the ~~six~~nine months ended ~~June~~September 30, 2010., a decrease of $2,~~963~~723,~~928~~943 or 2416.62%. The decrease in sales revenue from heat pipe related equipments/energy-saving projects was due to ~~the~~decreased ~~decrease~~project insales ~~some~~of ~~large~~20.4% ~~projects compared to the previous year period, however we expect the revenue will increase in the future due to our recent efforts to expand this segment~~ and asforeign wecurrency ~~expect~~translation tochanges ~~generate~~contributed ~~more~~4.2% ~~revenue in the second half of the current fiscal year compared~~ to ~~the~~sales ~~previous year period~~growth.

Building integrated energy-saving projects: Revenue for the ~~six~~nine months ended ~~June~~September 30, 2011 was $~~121~~147,~~245~~117 as compared to $~~-528~~192,438 for the ~~six~~nine months ended ~~June~~September 30, 2010, ana ~~increase~~decrease of $~~121~~45,~~773~~321. The increase in sales revenue from building integrated energy-saving projects was due to the increase in integrated solar energy-saving building projects in Deli Solar (Beijing), we expect the revenue will increase in the future, due to our recent efforts to expand this segment and as we expect to recognize revenue in the second half of the current fiscal year from several contracts that were entered into in the first half of the current fiscal year.

Gross Profit

	Six months ended June 30
	Nine months ended September 30
Gross profit	2011		2010
Solar heater/Biomass stove/Boiler related products	$	~~250~~500,~~836~~033	$	~~504~~1,~~629~~080,347
Heat pipe related equipments/Energy-saving projects		13,~~782~~133,~~785~~592		34,~~649~~867,~~669~~920
Building integrated energy-saving projects		87-95,~~850~~731		~~(528~~122,671	)
	$	23,~~121~~537,~~471~~894	$	46,~~153~~070,~~770~~938

Overall: Gross profit for the ~~six~~nine months ended ~~June~~September 30, ~~2011was~~2011 was $23,~~121~~537,~~471~~894 as compared to $46,~~153~~070,~~770~~938 for the ~~six~~nine months ended ~~June~~September 30, 2010, a decrease of $2,~~032~~533,~~299~~044 or 4841.97%. The decrease was primarily due to the decrease in gross profit from solar heater/biomass stove/boiler related products and heat pipe related equipments and energy-saving projects.

Solar heater/Biomass stove/Boiler related products: Gross profit and gross profit margin for the six months ended June 30, 2011 were $250,836 and 22.8% respectively, as compared to $504,629 and 19.9% for the six months ended June 30, 2010. Gross profit decreased $253,793 or 50.3%. The decrease in gross profit from solar heaters/biomass stove/boiler related products was due to strong competition.17

~~Heat~~Solar ~~pipe~~heater/Biomass ~~related equipments~~stove/~~Energy-saving~~Boiler ~~projects~~related products: Gross profit and gross profit margin for the ~~six~~nine months ended ~~June~~September 30, 2011 were $1500,~~782,785~~033 and 1921.69% respectively, as compared to $31,~~649~~080,~~669~~347 and 3020.27% for the ~~six~~nine months ended ~~June~~September 30, 2010. Gross profit decreased $1580,~~866,884~~314 or 5153.27%. The decrease in ~~sales~~gross ~~revenue~~profit from ~~heat~~solar ~~pipe~~heaters/biomass ~~related equipments~~stove/~~energy-saving~~boiler ~~projects~~related ~~was~~products due to the decrease in some large projects compared to previous year period, however we expect the revenue will increase in the second half year due to our recent efforts to expand this segment and as we expect to recognize revenue in the second half of the current fiscal year from several contracts that were entered into in the first half of the current fiscal year. Gross profit margin decreased 10.6%, the main reason was due to strong ~~the increase of cost, including raw material labor cost and other product cost~~competition.

~~Building~~Heat ~~integrated~~pipe ~~energy~~related equipments/Energy-saving projects: Gross profit and gross profit margin for the ~~six~~nine months ended ~~June~~September 30, 2011 ~~was~~were $873,~~850~~133,592 and 22.2% respectively, as compared to $~~-528~~4,867,920 and 29.0% for the ~~six~~nine months ended ~~June~~September 30, 2010,. anGross ~~increase~~profit ofdecreased $881,~~378~~734,328 or 35.6%. The ~~increase~~decrease in ~~sales~~gross ~~revenue~~profit ~~from~~is ~~building~~due ~~integrated~~to ~~energy-saving~~effect ~~projects~~of sale decrease and cost increase, such as labour cost and transportation cost. Gross profit margin decreased 6.8%, the main reason was due to ~~the~~lower ~~increase~~gross profit in ~~integrated~~Tianjin ~~solar~~Huaneng’s ~~energy-saving~~construction ~~building~~ projects infor ~~Deli~~the ~~Solar~~nine ~~(Beijing)~~months ended September 30, we2011, ~~expect~~compare with for the ~~revenue~~nine ~~will~~months ~~increase~~ended inSeptember ~~the~~30, ~~future~~2010.

Building integrated energy-saving projects: Gross profit for the nine months ended September 30, 2011 was $-95,731, as compared to $122,671 for the nine months ended September 30, 2010, a decrease of $218,402. The decrease in sales revenue from building integrated energy-saving projects was due to progress difficult in integrated solar energy-saving building projects in Deli Solar (Beijing).

Operating Expenses

Operating expenses for the ~~six~~nine months ended ~~June~~September 30, 2011 were $23,~~512~~982,~~523~~661, as compared to $24,~~878~~222,~~579~~264 for the ~~six~~nine months ended ~~June~~September 30, 2010, a decrease of $~~366~~239,~~056~~603, or 125.7%. The overall decrease in operating expenses was primarily due to the cost reduction and consolidation efforts in our general and administrative functions.

Depreciation and amortization expenses increased to $~~247~~376,~~914~~935 for the ~~six~~nine months ended ~~June~~September 30, 2011, ~~or 9.3%,~~ from $~~226~~343,~~824~~538 for the ~~six~~nine months ended ~~June~~September 30, 2010, primarily as a result of the increase of our manufacturing equipment and building.

Selling and distribution expenses increased to $12,~~429~~273,~~000~~651 for the ~~six~~nine months ended ~~June~~September 30, 2011, ~~or 5.4%,~~ from $12,~~356~~119,~~329~~033 for the ~~six~~nine months ended ~~June~~September 30, 2010, primarily due to the increase in transportation cost.

General and administrative expenses were $~~835~~1,~~609~~332,075 for the ~~six~~nine months ended ~~June~~September 30, 2011 (or approximately 8.1% of sales) compared to $1,~~295~~759,~~426~~693 (or approximately 87.9% of sales) for the ~~six~~nine months ended ~~June~~September 30, 2010, a decrease of 3524.53%. The decrease was primarily due to the cost reduction and consolidation efforts in our general and administrative functions.

Net Income (loss)

~~Net~~The Company realized a net loss ~~was~~of $~~688~~723,~~992~~664 for the ~~six~~three months ended ~~June~~September 30, 2011. However, ~~compared~~because the Company owns only 91.8% of one subsidiary, 8.2% of that company’s loss was attributed to the non-controlling interest. Therefore the net ~~income~~loss offor the three months ended September 30, 2011 was $~~871~~720,~~533~~445 ~~for~~attributable to the ~~six~~shareholders of the Company. In comparison, during the three months ended ~~June~~September 30, 2010, ~~primarily~~the ~~due~~net income attributable to the ~~decrease~~Company’s ofshareholders ~~sale~~was ~~and~~$1,052,704, ~~gross~~after ~~profit~~deducting income attributable to the 8.2% non-controlling interest in the subsidiary.

LIQUIDITY AND CAPITAL RESOURCES

We believe that current cash flow is sufficient to meet anticipated working capital and capital expenditures for at least the next twelve months. We may require additional cash for further development of business, including any investments or acquisitions we may decide to pursue. However, we cannot assure you that such funding will be available.

Cash

Cash and cash equivalents ~~decreased~~increased to $46,~~821~~450,~~943~~058 as of ~~June~~September 30, 2011, compared to $5,048,133 as of December 31, 2010.

Accounts Receivable

Accounts receivable decreased to $9,~~637~~816,~~306~~430 as of ~~June~~September 30, 2011, from $10,011,187 as of December 31, 2010, primarily due to the collection of accounts receivable of Tianjin Huaneng.

Inventory

Inventories increased to $10,~~385~~479,~~281~~328 as of ~~June~~September 30, 2011, as compared to $7,808,225 as of December 31, 2010, primarily due to the increase of Tianjin Huaneng’s sales order.

Other Receivables and Prepayments

Other receivables and prepayments increased to $3,~~063~~806,~~959~~552 as of ~~June~~September 30, 2011, compared to $2,366,870 as of December 31, 2010, primarily due to the increase ofin ~~Tianjin~~prepayment ~~Huaneng’s~~incurred ~~sales,~~by ~~correspondingly~~Tianjin ~~other~~Huaneng ~~receivable~~to ~~and~~purchase ~~prepayments~~raw ~~had~~materials ~~increased~~for inprojects ~~Tianjin~~under ~~Huaneng~~construction.

Accounts Payable

Accounts payable increased to $3,~~438~~336,~~840~~973 as of ~~June~~September 30, 2011, compared to $3,004,454 as of December 31, 2010. This increase was due to the increase in ~~payment~~purchase ~~for~~of raw materials.

Other Payables and Accrued Liabilities

Other payables and accrued liabilities ~~slightly~~ increased to $4,~~812~~981,~~111~~956 as of ~~June~~September 30, 2011 from $4,547,531 as of December 31, 2010.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity or capital expenditures.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Smaller reporting companies are not required to provide the information required by this item.

Item 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

No change in our system of internal control over financial reporting occurred during the ~~period~~last ~~covered~~fiscal ~~by this report for the~~ quarter ~~ended June 30, 2011~~ that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings.

None.

Item 1A.

Risk Factors.

Smaller reporting companies are not required to provide the information required by this item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

(Removed and Reserved).

Item 5.

Other Information.

None.

Item 6.

Exhibits.

(a) Exhibits

Exhibit Number	~~Document Description~~	Document Description
31.1	~~Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~	Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	~~Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~	Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	Interactive Data File (the Registrant will be furnishing Exhibit 101 within 30 days of the filing date of this Form 10-Q, as permitted under the rules of the Securities and Exchange Commission.)
101**		Interactive Data File (Form 10-Q for the quarterly period ended September 30, 2011 furnished in XBRL)

* InThe ~~accordance~~certification ~~with~~attached as ~~SEC~~Exhibit 32.1 ~~Release~~accompanying 33this Quarterly Report on Form 10-~~8238,~~Q ~~Exhibits~~is ~~32.1~~not ~~and~~deemed ~~32.2~~filed ~~are~~with ~~being~~the ~~furnished~~Securities and Exchange Commission and is not ~~filed~~to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

22** Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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.

	China Solar & Clean Energy Solutions, Inc.
August 19, 2011	By:	/s/ Deli Du
November 21, 2011	By:	/s/ Deli Du
		Deli Du
		Chief Executive Officer and President
		(Principal Executive Officer)
August 19, 2011	By:	/s/ Yang Mu
November 21, 2011	By:	/s/ Yang Mu
		Yang Mu
		Chief Financial Officer
		(Principal Financial Officer)

2321

Exhibit Index

Exhibit Number	~~Description~~	Document Description
31.1	~~Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~	Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	~~Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~	Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	Interactive Data File (the Registrant will be furnishing Exhibit 101 within 30 days of the filing date of this Form 10-Q, as permitted under the rules of the Securities and Exchange Commission.)
101**		Interactive Data File (Form 10-Q for the quarterly period ended September 30, 2011 furnished in XBRL)

24* The certification attached as Exhibit 32.1 accompanying this Quarterly Report on Form 10-Q is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

** Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

Filing Compare · China Solar & Clean Energy Solutions, Inc.