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SEC Company Response from Smart Powerr Corp. (CREG) (CIK 0000721693) (CREG) — Nov 9, 2011

Smart Powerr Corp. (CREG) (CIK 0000721693)
Date: Nov. 9, 2011 · CIK: 0000721693 · Accession: 0001144204-11-062310

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File numbers found in text: 333-174484

Date
November 9, 2011
Author
/s/ Thomas Wardell, Esq.
Form
CORRESP
Company
Smart Powerr Corp. (CREG) (CIK 0000721693)

Letter

VIA EDGAR & FACSIMILE Division of Corporation Finance Attention: H. Christopher Owings, Assistant Director Re: China Recycling Energy Corporation Form S-3 Registration Statement on Form S-3, as amended File No. 333-174484

Dear Mr. Owings:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, on behalf of our client, China Recycling Energy Corporation (the “Company”), we hereby request the Securities and Exchange Commission (the “Commission”) to accelerate the effective date of the above- referenced Registration Statement and declare such Registration Statement effective as of 4:00 p.m. EST, on November 11, 2011, or as soon thereafter as practicable. The Company also requests that the Commission specifically confirm such effective date and time to the Company and the undersigned.

In connection with the acceleration request, the Company hereby acknowledges that: (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please note, as requested and agreed to, the Company will be submitting an amendment to its Form S-3/A the morning of November 11, 2011.

If 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) 527-4593.

Very truly yours,
/s/ Thomas Wardell, Esq.

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CORRESP
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Albany

Atlanta

Brussels

Denver

Los Angeles

THOMAS WARDELL

(404) 527-4990

www.mckennalong.com

New York

Philadelphia

Sacramento

San Diego

San Francisco

Washington, DC

EMAIL ADDRESS

twardell@mckennalong.com

November 9, 2011

VIA EDGAR & FACSIMILE

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0405

Attention:     H. Christopher Owings, Assistant Director

       Lisa Kohl

Re:

China Recycling Energy Corporation

Form S-3 Registration Statement on Form S-3, as amended

File No. 333-174484

Dear Mr. Owings:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, on behalf of our client, China Recycling Energy Corporation (the “Company”), we hereby request the Securities and Exchange Commission (the “Commission”) to accelerate the effective date of the above- referenced Registration Statement and declare such Registration Statement effective as of 4:00 p.m. EST, on November 11, 2011, or as soon thereafter as practicable. The Company also requests that the Commission specifically confirm such effective date and time to the Company and the undersigned.

In connection with the acceleration request, the Company hereby acknowledges that: (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please note, as requested and agreed to, the Company will be submitting an amendment to its Form S-3/A the morning of November 11, 2011.

If 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) 527-4593.

                Very truly yours,

                /s/ Thomas Wardell, Esq.

                Thomas Wardell, Esq.