Prospectus
Supplement to Prospectus dated February 7, 2008
Filed
Pursuant to Rule 424(B)(3)
File
No.
333-145394
CHINA
SOLAR & CLEAN ENERGY SOLUTIONS, INC.
508,734
Shares
of Common Stock
(underlying
Series A Preferred Stock)
508,734
Shares
of Common Stock
(underlying
Warrants)
Offered
by Selling Stockholders
This
prospectus supplement amends the prospectus dated February 7, 2008 (the
“Prospectus”), relating to the sale by the selling stockholders identified in
the Prospectus of up to 1,017,468 shares of our common stock including (i)
508,734 shares they may acquire on conversion of Series A Preferred Stock
and
(ii) 508,734 shares they may acquire on exercise of class A warrants.
We
are
supplementing the Prospectus to correct the list of selling stockholders
on page
28 of the Prospectus as it pertains to Mathew Hayden in order to correct
a
typographical error. It should read as follows:
|
Name
of Selling Stockholder
|
|
Number
of
Shares
Underlying Series A Preferred Stock owned prior to the
Offering
|
|
Number
of Shares
Underlying
Class A Warrants owned prior to the Offering
|
|
Total
Number
Of
Shares Beneficially Owned Prior to Offering
|
|
Percentage
Of Shares Beneficially Owned Prior to Offering
|
|
Maximum
Number of Shares Underlying Series A Preferred Stock to be
Sold
|
|
Maximum
Number of Shares Underlying Class A Warrants to be
Sold
|
|
Total
Number
Of
Shares Beneficially Owned after Offering
|
|
Percentage
Ownership after Offering % (6)
|
|
|
Matthew
Hayden
|
|
|
64,516
|
|
|
64,516
|
|
|
281,048
|
(5)
|
|
4.3%(3)
|
|
|
18,569
|
|
|
18,569
|
|
|
243,910
|
|
|
3.8%
|
|
You
should read this prospectus supplement in conjunction with the Prospectus,
which
is to be delivered with this prospectus supplement, and this prospectus
supplement is qualified by reference to the Prospectus, except to the extent
that the information in this prospectus supplement supersedes the information
contained in the Prospectus. This prospectus supplement is not complete without,
and may not be delivered or used except in conjunction with, the
Prospectus.
Investing
in our common stock involves a high degree of risk. See “Risk Factors” beginning
on page 14 of the Prospectus for a discussion of certain risk factors that
you should consider. You should read the entire Prospectus before making
an
investment decision.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
The
date
of this Prospectus Supplement is February 8, 2008