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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: 0001144204-11-062485

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File numbers found in text: 333-174484

Date
November 9, 2011
Author
/s/ David Chong
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, China Recycling Energy Corporation (the “Company”) hereby requests 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 10, 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 10, 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 Mr. Thomas Wardell at (404) 527-4990 or Mr. Jay Shah at (404) 527-4593.

Very truly yours,
/s/ David Chong

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CORRESP
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    Unassociated Document

China Recycling Energy Corporation

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, China Recycling Energy Corporation (the “Company”) hereby requests 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 10, 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 10, 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 Mr. Thomas Wardell at (404) 527-4990 or Mr. Jay Shah at (404) 527-4593.

                Very truly yours,

                /s/ David Chong

                David Chong

                Chief Financial Officer and Secretary