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SEC Company Response from Smart Powerr Corp. (CREG) (CIK 0000721693) (CREG) — Jun 10, 2014

Smart Powerr Corp. (CREG) (CIK 0000721693)
Date: June 10, 2014 · CIK: 0000721693 · Accession: 0001144204-14-036771

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File numbers found in text: 333-194470

Referenced dates: May 7, 2014

Date
June 10, 2014
Author
/s/ Thomas Wardell, Esq.
Form
CORRESP
Company
Smart Powerr Corp. (CREG) (CIK 0000721693)

Letter

Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Re: China Recycling Energy Corporation Registration Statement on Form S-3 Filed March 10, 2014 File No. 333-194470

Dear Ms. Ransom:

On behalf of our client, China Recycling Energy Corporation (“CREG” or the “Company” and sometimes referred to as “we” or “our”), this firm is filing a response to the SEC Comment Letter, dated June 9, 2014, in connection with complying with the issues and outstanding disclosure items set forth therein. For convenience of reference, we have included, in this response letter, the same caption and paragraph number, as well as the text of the comment, set forth in your June 9, 2014 comment letter followed by our response.

General

Comment 1. We note your response to comment 1 in our letter dated May 7, 2014. Please amend the Form 8-K filed on September 16, 2013 to change the date of the reportable event and to clarify the fact that the agreements in question were effective upon execution on September 11, 2013, as opposed to on September 5, 2013 as currently stated in the Form 8-K.

Response:

The Company has filed an amendment no. 1 to the 8-K in question to change the date of the reportable event and to clarify the fact that the agreements in question were effective upon execution on September 11, 2013.

United States Securities and Exchange Commission

June 10, 2014

Page 2

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, Derek Swanson at (404) 527-4037 or Jeffrey Li at (202) 496-7443.

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

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CORRESP
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    Albany

        Atlanta

        Brussels

        Denver

        Los Angeles

        Miami

        New York

        Thomas
        Wardell

        404.527.4990

        mckennalong.com

        Northern
        Virginia

        Orange
        County

        Rancho
        Santa Fe

        San
        Diego

        San
        Francisco

        Seoul

        Washington,
        DC

        email
        address

        twardell@mckennalong.com

June 10, 2014

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-0405

    Attn:
    Mara Ransom, Assistant Director

    Lilyanna Peyser, Legal Branch Chief

    Scott M. Anderegg

    Re:
    China Recycling Energy Corporation

    Registration Statement on Form S-3

    Filed March 10, 2014

    File No. 333-194470

Dear Ms. Ransom:

On behalf of our
client, China Recycling Energy Corporation (“CREG” or the “Company” and sometimes referred to as “we”
or “our”), this firm is filing a response to the SEC Comment Letter, dated June 9, 2014, in connection with complying
with the issues and outstanding disclosure items set forth therein. For convenience of reference, we have included, in this response
letter, the same caption and paragraph number, as well as the text of the comment, set forth in your June 9, 2014 comment letter
followed by our response.

General

    Comment 1.
    We note your response to comment 1 in our letter dated May 7, 2014. Please amend the Form 8-K filed on September 16, 2013 to change the date of the reportable event and to clarify the fact that the agreements in question were effective upon execution on September 11, 2013, as opposed to on September 5, 2013 as currently stated in the Form 8-K.

Response:

The Company
has filed an amendment no. 1 to the 8-K in question to change the date of the reportable event and to clarify the fact that the
agreements in question were effective upon execution on September 11, 2013.

United States Securities and Exchange Commission

June 10, 2014

Page 2

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, Derek Swanson at (404) 527-4037 or Jeffrey Li at (202) 496-7443.

    Very truly yours,

    /s/ Thomas Wardell, Esq.

    Thomas Wardell, Esq.

    cc:
    David Chong, CFO, China Recycling Energy Corp.

    Jeffrey Li, Esq.

    Derek Swanson, Esq.