UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
CHINA RECYCLING ENERGY CORPORATION
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(Name of Issuer)
Common Stock, $0.001 par value per share
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(Title of Class of Securities)
168913101
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(CUSIP Number)
Guohua Ku
China Recycling Energy Corporation
429 Guangdong Road
Shanghai 200001
People's Republic of China
Tel: (86-21) 6336-8686
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 23, 2007
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No.168913101 13D Page 1
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Hanqiao Zheng
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
People's Republic of China
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7 SOLE VOTING POWER
NUMBER OF
8,160,863 Shares
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
8,160,863 Shares
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,160,863 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.6%
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14 TYPE OF REPORTING PERSON*
IN
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Page 2
Item 1. Security and Issuer
This Statement on Schedule 13D (this "Statement") relates to common stock,
$0.001 par value per share (the "Common Stock"), of China Recycling Energy
Corporation, a Nevada corporation ("Issuer"). The principal executive offices of
the Issuer are located at 429 Guangdong Road, Shanghai 200001, People's Republic
of China.
The aggregate number of shares beneficially owned by the Reporting Person
identified in this filing is 8,160,863 Shares or 47.6% of the common stock shown
as outstanding on the issuer's most recent 10QSB.
Item 2. Identity and Background
This Statement is filed by Hanqiao Zheng, a citizen of People's Republic of
China ("Reporting Person"). The principal address of the Reporting Person is No.
53, Middle Suite, Donghao Village, Wenyi Road, Beilin District, Xi'an, Shaanxi
Province, Postal Code: 710600, People's Republic of China
During the past five years, the Reporting Person: (i) has not been
convicted in a criminal proceeding; and (ii) was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The funds were derived from the Reporting Person's personal funds.
Item 4. Purpose of Transaction
On August 23, 2007, the Reporting Person entered a share purchase agreement
with Guohua Ku, a major shareholder of the issuer. The purchase agreement was
approved by the Board of the Issuer. According to the agreement, the Reporting
Person acquired shares of common stock of the Issuer representing of the
outstanding common stock. The purpose of the transaction was investment.
The Reporting Person may in the future determine to: (i) acquire additional
securities of the Issuer through open market purchases, private agreements or
otherwise, (ii) dispose of all or a portion of the securities of the Issuer
owned by it, or (iii) consider plans or proposals which would relate to or
result in: (a) the acquisition by any person of additional securities of the
Issuer; (b) an extraordinary corporate transaction such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) the sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the board of directors or management of the
Issuer, including any plans or proposals to change the number or terms of
directors or to fill any existing vacancies of the board of directors of the
Issuer; (e) any material change in the present capitalization or dividend policy
of the Issuer; (f) any other material change in the Issuer's business or
corporate structure; (g) changes in the Issuer's charter, bylaws or instruments;
(h) any other action whether or not similar to those enumerated above. The
Reporting Person reserves the right to take actions to influence the management
of the Issuer should it deem such actions appropriate.
Item 5. Interest in Securities of the Issuer
The Reporting Person owns 8,160,863 shares of common stock of the Issuer
representing 47.6% of the outstanding common stock. The Reporting Person has
sole voting and dispositive power over the subject securities.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Pursuant to the Share Purchase Agreement dated August 23, 2007, the
Reporting Person acquired 8,160,863 shares of common stock of the Issuer.
Item 7. Material to Be Filed as Exhibits
None.
Page 3
After reasonable inquiry, and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: August 23, 2007.
By: /s/ Hanqiao Zheng
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Name of Reporting Person: Hanqiao Zheng