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Albany

Atlanta

Brussels

Denver

Los Angeles

www.mckennalong.com

New York

Philadelphia

San Diego

San Francisco

Washington, DC

THOMAS WARDELL

(404) 527-4990

EMAIL ADDRESS

twardell@mckennalong.com

March 30, 2011

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.  20549-0405

Attn:      William H. Thompson, Accounting Branch Chief

Adam Phippen

Re:

China Recycling Energy Corporation

Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2009

File No. 001-34625

Dear Mr. Thompson:

On behalf of our client, China Recycling Energy Corporation (“CREG” or the “Company” and sometimes referred to as “we” or “our”), and pursuant to our phone conferences, dated March 18, 2011 and March 21, 2011, this firm is filing a final response to the SEC comment letters, dated August 3, 2010, September 22, 2010, January 4, 2011, February 9, 2011 and February 28, 2011, in connection with complying with the outstanding disclosure items set forth in your comment letter, dated September 22, 2010, and acknowledged in our response letter, dated October 12, 2010.

In addition, attached to this response letter, for the SEC’s review and comment, is a draft of Amendment No. 1 to the Company’s Form 10-K for fiscal year ended December 31, 2009, reflecting the changes in disclosure described herein. Upon confirmation that the attached Form 10-K/A meets the SEC’s satisfaction and approval, the Company will promptly file Amendment No. 1 to the Company’s Form 10-K for fiscal year ended December 31, 2009 with the SEC.

Form 10-K for Fiscal Year Ended December 31, 2009

Item 9A. Controls and Procedures, page 51

Internal Control Over Financial Reporting, page 51

Comment 7.

We reviewed your response to comment 27 in our letter dated August 3, 2010 and the sentence inadvertently omitted from the disclosure.  Please provide the omitted  disclosure in an amendment.  Refer to Exchange Act rule 12b-15.

United States Securities and Exchange Commission

March 30, 2011

Page 2

Response:

We revised the disclosure contained in the above referenced item on our Form 10-K for fiscal year ended December 31, 2009.  Amendment No. 1 to our Form 10-K for fiscal year ended December 31, 2009 includes the following statement: “in connection with this amendment, management reevaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2009. Based on our reevaluation and those criteria, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2009.” (please refer to pg. 52 of Form 10-K/A)

Changes in Internal Control Over Financial Reporting, page 52

Comment 8.

We reviewed your response to comment 28 in our letter dated August 3, 2010.  Please provide the disclosure required by Item 308T(b) of Regulation S-K in an amendment.  Refer to Exchange Act Rule 12b-15

Response:

We revised the disclosure contained in the above referenced item on our Form 10-K for fiscal year ended December 31, 2009. Amendment No. 1 to our Form 10-K for fiscal year ended December 31, 2009 includes the following statement: “there were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.” (please refer to pg. 53 of Form 10-K/A)

Item 15. Exhibits, Financial Statement Schedules, page 52

Comment 9.

We reviewed your response to comment 29 in our letter dated August 3, 2010.  Please file the written consent of your independent accountant in accordance with Item 601(b)(23) of Regulation S-K in an amendment.  Refer to Exchange Act Rule 12b-15.

Response:

We attached the written consent to Amendment No. 1 to our Form 10-K for fiscal year ended December 31, 2009. (please refer to the Exhibits to Form 10-K/A)

Signatures, page 54

Comment 10.

We reviewed your response to comment 30 in our letter dated August 3, 2010.  Please include the signature of your principal financial officer and accounting officer in the second signature section in an amendment.  Refer to Exchange Act Rule 12b-15.

Response:

Amendment No. 1 to our Form 10-K for fiscal year ended December 31, 2009 includes the signature of our principal financial officer and accounting officer. (please refer to signature page of Form 10K/A).

United States Securities and Exchange Commission

March 30, 2011

Page 3

Item 8.  Financial Statements and Supplementary Data, page 26

Consolidated Statements of Cash Flows, page 30

In addition, as discussed in our phone conferences, Amendment No. 1 to our Form 10-K for fiscal year ended December 31, 2009 includes: (i) a revised cash flow statement for fiscal year ended December 31, 2009 and (ii) a footnote with respect to that statement disclosing that the statement reflects the reclassification of cash flows for fiscal year ended December 31, 2009, for certain line items from investing to operating activities.

I will confirm with you within the next 48 hours that the Form 10-K/A attached hereto is satisfactory for filing. If, before that time, you have any further comments or require any further information or if any questions should arise in connection with this submission, please call me at (404) 527-4990 or Mr. Jay Shah at (404) 527-4198.

Very truly yours,

/s/ Thomas Wardell

Thomas Wardell

cc:

David Chong, CFO, China Recycling Energy Corp.

Jeffrey Li, Esq.

Jay V. Shah, Esq.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

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

For the fiscal year ended December 31, 2009

Commission file number: 000-12536

China Recycling Energy Corporation

(Exact name of registrant as specified  in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

90-0093373

 (I.R.S. Employer Identification No.)

12/F, Tower A

Chang An International Building

No. 88 Nan Guan Zheng Jie

Xi An City, Shan Xi Province

China

710068

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (011) 86-29-8769-1097

Securities registered pursuant to Section 12(b) of the Act:

NONE

Securities registered pursuant to Section 12(g) of the Act:

NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

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. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

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 (Check one):

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer ¨

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 o No x

The aggregate market value of 11,953,346 shares of voting stock held by non-affiliates of the registrant was approximately $11,833,813 based on the last reported sale price of the registrant’s Common Stock as reported on the NASD’s Over-the-Counter Bulletin Board on June 30, 2009.

As of March 12, 2009, the registrant had 38,778,035 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the China Recycling Energy Corporation Proxy Statement regarding the 2010 Annual Meeting of Shareholders (the “Proxy Statement”) are incorporated into Part III of this Annual Report on Form 10-K/A.

CHINA RECYCLING ENERGY CORPORATION

FORM 10-K/A

TABLE OF CONTENTS

Explanatory Note

1

PART I

2

Item 1.     Business.

2

Item 1A.  Risk Factors.

8

Item 2.     Properties.

12

Item 3.     Legal Proceedings.

12

Item 4.     Submission of Matters to a Vote of Security Holders.

12

PART II

12

Item 5.     Market for Common Equity, Related Shareholder Matters and Small Business Issuer Purchases of Equity Securities.

12

Item 6.     Selected Financial Data.

16

Item 7.     Management’s Discussion and Analysis of Financial Condition and Results of Operations.

16

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.

26

Item 8.     Financial Statements and Supplementary Data.

27

Item 9.     Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

52

Item 9A.  Controls and Procedures.

52

Item 9B.  Other Information.

53

PART III

53

Item 10.   Directors, Executive Officers and Corporate Governance.

53

Item 11.   Executive Compensation.

53

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

53

Item 13.   Certain Relationships and Related Transactions, Director Independence.

53

Item 14.   Principal Accountant Fees and Services.

53

Item 15.   Exhibits, Financial Statement Schedules.

53

Explanatory Note

China Recycling Energy Corporation (the “Company,” “we,” “us” or “our”) is filing this Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the year ended December 31, 2009, originally filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2010 (the “Original Form 10-K”) for the following purposes: (i) to include management’s assessment of internal control over financial reporting and also amend management's conclusions regarding the effectiveness of the Company’s disclosure controls and procedures as of the end of the fiscal year covered by the report; (ii) to include, as an exhibit, a written consent from our independent accountant, pursuant to Item 601(b)(23) of Regulation S-K; (iii) to include the signature of our principal financial officer and accounting officer; and (iv) to revise our consolidated statements of cash flows.

This Form 10-K/A should be read in conjunction with the Company’s periodic filings made with the SEC subsequent to the filing date of the Original Form 10-K, including any amendments to those filings, as well as any Current Reports, filed on Form 8-K subsequent to the date of the Original Form 10-K. In addition, Item 15 of Part III of this Form 10-K/A has been revised to contain currently-dated certifications from our principal executive officer and chief accounting officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. Because this Form 10-K/A sets forth the Original Form 10-K in its entirety, it includes both items that have been changed as a result of the amended disclosures and items that are unchanged from the Original Form 10-K. Other than the revision of the disclosures as discussed above, this Form 10-K/A speaks as of the original filing date of the Original Form 10-K and has not been updated to reflect other events occurring subsequent to the original filing date. This includes forward-looking statements and all other sections of this Form 10-K/A that were not directly impacted by this amendment, which should be read in their historical context. The following items have been amended as a result of the amended disclosures:

Part I, Item 8. Financial Statements and Supplementary Data;

Part II, Item 9A. Controls and Procedures; and

Part III, Item 15. Exhibits, Financial Statement Schedules.

1

PART I

When we use the terms ”we,” ”us,” ”our” and “the Company,” we mean China Recycling Energy Corporation., a Nevada corporation, and its wholly-owned subsidiary, Sifang Holdings Co., Ltd., and Sifang Holdings Co., Ltd.’s wholly-owned subsidiary, Shanghai TCH Energy Technology Co., Ltd. and Shanghai TCH Energy Technology Co., Ltd’s wholly-owned subsidiary, Xi’an TCH Energy Technology Co., Ltd. Prior to March 8, 2007, China Recycling Energy Corporation’s name was China Digital Wireless, Inc.

ITEM 1. BUSINESS

General

We currently engage in the recycling energy business, providing energy savings and recycling products and services.

Overview

Business History.

We originally began operations as a Colorado corporation known as Boulder Brewing Company, or Boulder Brewing. We were incorporated in Colorado on May 8, 1980 and operated as a microbrewery of various beers. Boulder Brewing was unable to become profitable within any segment of its core business, became illiquid, and was forced to divest itself of all of its assets. Boulder Brewing became dormant without any operations or assets in the second quarter of 1990.

In September 2001, Boulder Brewing changed its state of incorporation from Colorado to Nevada and changed its name to Boulder Acquisitions, Inc., or Boulder Acquisitions. From the date of reincorporation until June 23, 2004, Boulder Acquisitions had no material operations or assets.

On June 23, 2004, we completed a stock exchange transaction with the shareholders of Sifang Holdings Co., Ltd. (“Sifang Holdings”). The exchange was consummated under Nevada and Cayman Islands law pursuant to the terms of a Securities Exchange Agreement dated as of June 23, 2004 by and among Boulder Acquisitions, Sifang Holdings and the shareholders of Sifang Holdings. Pursuant to the Securities Exchange Agreement, we issued 13,782,636 shares of our common stock to the shareholders of Sifang Holdings, representing approximately 89.7% of our post-exchange issued and outstanding common stock, in exchange for 100% of the outstanding capital stock of Sifang Holdings. We presently carry on the business of Sifang Holdings’ wholly-owned subsidiary,  Shanghai TCH Energy Technology Co., Ltd. or Shanghai TCH, a corporation organized under the laws of the People’s Republic of China (“PRC” or “China”).

Effective August 6, 2004, we changed  our name from Boulder Acquisitions, Inc. to China Digital Wireless, Inc.  From August 2004 to December 2006, we primarily engaged in the business of pager and mobile phone distribution and provided value added information services to the customers in the PRC.  We gradually phased out and substantially scaled down most of the business of mobile phone distribution and provision of pager and mobile phone value-added information services, and on May 10, 2007, the Company approved and announced that it completely ceased and discontinued these businesses.

In December 2006, we began to engage in business activities in the energy saving and recycling industry, including purchasing certain equipment, devices, hardware and software for the construction and installation of top gas recovery turbine systems (“TRT”) and other renewable energy products. TRT is an electricity generating system that utilizes the exhaust pressure an