China Solar & Clean Energy Solutions (CSOL) 8-K Completion of Acquisition or Disposition of Assets

DELI SOLAR (USA) INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2007

		Six months ended June 30, 2007		Six months ended June 30, 2007		Pro forma			Pro Forma
		Deli Solar (USA) INC (1)		TianJin Huaneng Company (2)		Adjustment (3)			Combined
Sales revenues	$	12,414,023	$	6,649,869				$	19,063,892
Cost of goods sold		9,739,044		5,171,431					14,910,475
Gross profit		2,674,979		1,478,438					4,153,417
Operating expenses
Advertising		660,093		654,140					1,314,233
Selling, salary, R&D and admin expenses		956,446		490,972					1,447,418
Total operating expenses		1,616,539		1,145,112					2,761,651
Net operating income		1,058,440		333,326					1,391,766
Interest income and other income		1,638		(66,456	)				(64,818	)
Minority interests Tianjin Huaneng						(125,548) (a	)		(125,548	)
Net income before taxes		1,060,078		266,870		(125,548	)		1,201,400
Taxes		137,976		67,299					205,275
Net income	$	922,102	$	199,571		(125,548	)	$	996,125
Foreign Currency Translation Adjustment	$	247,959	$	56,649				$	304,608
Comprehensive Income	$	1,170,061	$	256,220		(125,548	)	$	1,300,733
Basic earnings per share	$	0.15							0.16
Denominator for basic EPS		6,205,290							6,205,290
Fully diluted earnings per share	$	0.12							0.12
Denominator for diluted EPS		8,016,417							8,016,417

(1) Represents historical statement of operations of the Company for the six months ended June 30, 2007, derived from the unaudited financial statements of the Company included in the 10QSB report.

(2) Represents historical statement of operations of Tianjin Huaneng for the six months ended June 30, 2007, derived from the unaudited consolidated financial statements of that company.

(3) The Pro Forma adjustments give effect to the acquisition of Tianjin Huaneng as if it were consummated on January 1, 2007.

DELI SOLAR (USA) INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2006

		Year ended December 31, 2006		Year ended December 31, 2006		Pro forma			Pro Forma
		Deli Solar (USA) INC (1)		TianJin Huaneng Company (2)		Adjustment (3)			Combined
Sales revenues	$	21,468,313	$	13,512,827				$	34,981,140
Cost of goods sold		16,842,994		10,373,987					27,216,981
Gross profit		4,625,319		3,138,840					7,764,159
Operating expenses
Advertising		1,106,488		992,474					2,098,962
Selling, salary, R&D and admin expenses		2,308,220		1,088,601					3,396,821
Total operating expenses		3,414,707		2,081,075					5,495,782
Net operating income		1,210,612		1,057,765					2,268,376
Interest income and other income		28,889		(117,562	)				(88,673	)
Minority interests Tianjin Huaneng						(319,589) (a	)		(319,589	)
Net income before taxes		1,239,501		940,203		(319,589	)		1,860,114
Taxes		-		337,558					337,558
Net income	$	1,239,501	$	602,645		(319,589	)	$	1,522,556
Foreign Currency Translation Adjustment	$	359,352	$	49,577				$	408,929
Comprehensive Income	$	1,598,853	$	652,222		(319,589	)	$	1,931,486
Basic earnings per share	$	0.20							0.25
Denominator for basic EPS		6,205,290							6,205,290
Fully diluted earnings per share	$	0.14							0.17
Denominator for diluted EPS		8,732,070							8,732,070

(1) Represents historical statement of operations of the Company for the year ended December 31, 2006, derived from the audited financial statements of the Company included in the 10KSB report.

(2) Represents historical statement of operations of Tianjin Huaneng for the year ended December 31, 2006, derived from the audited consolidated financial statements of that company.

(3) The Pro Forma adjustments give effect to the acquisition of Tianjin Huaneng as if it were consummated on January 1, 2006.

DELI SOLAR (USA) INC.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

AS OF JUNE 30, 2007

		6/30/2007		6/30/2007	Pro forma			6/30/2007
Assets		Deli Solar (USA) INC (1)		Tianjin Huaneng Company (2)	Adjustment (3)			Pro forma combined
Current assets
Cash and cash equivalents	$	5,711,503	$	384,607				6,096,110
Net trade accounts receivable		1,175,967		4,648,699				5,824,666
Advances and prepayment		931,208		881,590				1,812,798
Inventories		1,105,550		3,265,915				4,371,465
Investment		2,459,159		-	2,459,159 (b	)		-
Total current assets		11,383,387		9,180,811				18,105,039
Net property, plant and equipment		6,373,300		1,156,835				7,530,135
Other receivables		383,174		-				383,174
Intangible assets		-		502,269				502,269
Prepaid land lease		1,019,467		-				1,019,467
Total other assets		1,402,641		502,269				1,904,910
Goodwill					(1,773,550) ©			1,773,550
Total assets	$	19,159,328	$	10,839,915			$	29,313,634

(1) Represents historical balance sheet of the Company as of June 30, 2007, derived from the unaudited financial statements of the Company included in the 10QSB report.

(2) Represents historical balance sheet of the Company as of June 30, 2007, derived from the unaudited consolidated financial statements of that company.

(3) The Pro Forma adjustments give effect to the acquisition of Tianjin Huaneng as if it were consummated on June 30, 2007.

DELI SOLAR (USA) INC.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET (Continued)

AS OF JUNE 30, 2007

		6/30/2007		6/30/2007	Pro forma			6/30/2007
Liabilities and stockholders' equity		Deli Solar (USA) INC (1)		Tianjin Huaneng Company (2)	Adjustment (3)			Pro forma combined
Current liabilities
Trade accounts payable	$	164,588	$	1,124,468				1,289,056
Related party payable		2,459,659		-				2,459,659
Deferred revenue		-		668,345				668,345
Accrued liabilities and other payable		180,647		1,404,290				1,584,937
Deposits		377,900		2,601,305				2,979,205
Short-term bank loan		-		1,154,703				1,154,703
Tax payable		-		1,794,061				1,794,061
Total current liabilities		3,182,794		8,747,172				11,929,966
Long-term loan				748,412				748,412
Minority Interest					658,722 (b	)		658,722
Stockholders' equity
Convertible preferred stock: par value $0.001; 25,000,000 shares authorized, 1,774,194 shares issued and authorized		2,674						2,674
Common stock: par value $0.001; 66,666,667 shares authorized, 6,205,290 shares issued and authorized		6,205		720,786	(720,786) (b	)		6,205
Additional paid in capital		8,283,900		257,466	(257,466) (b	)		8,283,900
Retained earnings		6,901,887		242,981	(242,981) (b	)		6,901,887
Accumulated other comprehensive income		781,868		123,098	(123,098)(b	)		781,868
Total stockholders' equity		15,976,534		1,344,331				15,976,534
Total Liabilities and stockholders' equity	$	19,159,328	$	10,839,915			$	29,313,634

(1) Represents historical balance sheet of the Company as of June 30, 2007, derived from the unaudited financial statements of the Company included in the 10QSB report.

(2) Represents historical balance sheet of the Company as of June 30, 2007, derived from the unaudited consolidated financial statements of that company.

(3) The Pro Forma adjustments give effect to the acquisition of Tianjin Huaneng as if it were consummated on June 30, 2007.

Notes to Unaudited Pro Forma Combined Financial Statements

(a) To record earnings of minority interest as a result of the acquisition of Tianjin Huaneng.

(b) To eliminate the Company’s equity investment in Tianjin Huaneng and record minority interest as a result of the acquisition of Tianjin Huaneng.

(c) The Tianjin Huaneng Acquisition has been included in the Unaudited Pro Forma Balance Sheet as if the acquisition were consummated at June 30, 2007. The excess of the purchase price over the related net assets is determined as follows:

		(In thousands)
Tianjin Huaneng net assets as of June 30, 2007	$	1,344
Minority interest		(659	)
Net assets acquired	$	685
Purchase price:	$	2,459
Goodwill in the acquisition of Tianjin Huaneng	$	1,774