UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

January 28, 2012

Date of report (Date of earliest event reported)

L & L Energy, Inc.

(Exact name of Registrant as Specified in Charter)

130 Andover Park East, Suite 200, Seattle WA 98188

                                                                (Address of principal executive offices)                          (Zip Code)

(206) 264-8065

Registrant’s telephone number, including area code

(Former Name or Former Address, If Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01  Entry into a Material Definitive Agreement.   

On January 28, 2012, L & L Energy, Inc., a Nevada corporation (“L&L”), entered into the Weishe Coal Mine Equity Ownership Transfer Agreement (the “Agreement”) with Guizhou Union Energy, Inc., a Chinese corporation (“Union”), Guizhou Union Capital Investment Holding Co., Ltd., a Chinese corporation (“Union Capital”), and Mr. Guo Xu ZHANG, a Chinese citizen (“Mr. Zhang”), to purchase 51% of the equity ownership interest of Weishe Coal Mine.      

Weishe Coal Mine is a new coal mine located in Hezhang, Bijie Area, Guizhou Province, China (“Weishe Mine”), which produces high-quality anthracite coal.  Weishe Mine is a newly constructed mine owned by Union.  The mine has an area of 1.87 km², with total coal reserve of approximately 19,000,000 tons. 

In a prior transaction, Union acquired all assets related to Weishe Mine from Mr. Zhang, the original owner of Weishe Mine.  Under the Agreement, L&L acquires 51% of Weishe Mine from Union.  Mr. Zhang, Union and Union Capital are made signatories to the Agreement to protect L&L’s interest in Weishe Mine. 

Under the Agreement, the purchase price for 51% of the ownership interest in Weishe Mine is about US$16.2 million, which will be paid in full by issuing 3,000,000 shares of common stock of L&L (“LLEN Stock”).  Each share of LLEN Stock has an approximate value of US$5.39 as agreed to by all parties.  The 3,000,000 shares of LLEN Stock will be paid to Union or a designee of Union in installments, based on the satisfaction of certain conditions set forth in the Agreement. 

ITEM 8.01  Other Events.

On January 30, 2012, L&L issued a press release regarding the entry of the Weishe Coal Mine Equity Transfer Agreement.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  A copy of the executed Agreement has been sent to L&L’s securities lawyer, to be forwarded to the SEC. 

ITEM 9.01  Financial Statements and Exhibits

(d) Exhibits