SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             October 1, 2009
 Rong Yang Chief Executive Officer and Chief Financial Officer China Infrastructure Co nstruction Corporation
C915 Jia Hao Int’l Business Ctr., 116  Zizhuyuan Rd., Haidan District
Beijing, China 100097
 RE: China Infrastructure Construction Corporation
Form 10-K for Fiscal Ye ar Ended May 31, 2009
File No. 333-146758

Dear Mr. Yang:
   We have reviewed your filing and have the following comments.  We have limited our review of your filing to the matters  listed below.  If you disagree with a comment, we will consider
your explanation as to why our comment is inappli cable or a revision is unne cessary.  Please be as
detailed as necessary in your expl anation.  In some of our comments,  we may ask you to provide us
with information so we may better understand your disclosure.  After revi ewing this information,
we may or may not raise additional comments.   Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure re quirements and to enhance the overa ll disclosure in your filing.  We
look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone
numbers listed at the end of this letter.
FORM 10-K FOR THE YEAR ENDED MAY 31, 2009

 General

1. Where a comment below requests additional disclosures or other revisions to be made,
please show us in your supplemental response what the revisions will look like.  These
revisions should be included in your future filings.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Results of Operations

Fiscal Year Ended May 31, 2009 Compared to  Fiscal Year Ended May 31, 2008, page 22

2. Please expand/revise your discussion under results of operations for all periods to:

Mr. Rong Yang
October 1, 2009 Page 2
• Quantify the extent to which material increases in sales are attributable to changes in
prices, volume or amount of goods being sol d, or change in product mix.  For example,
you explain on page 27 the increase in sales is attributable to the successful development
of your customers’ network and to the incr ease in sales prices.  However, you do not
quantify the impact of the price increase s or the development of your customers’
network or the extent to which your networ k has resulted in additional sales;
• Provide a more robust explanation for the chan ges in line items within your statements
of operations.  For example, you indicated that  your gross margin in the fiscal year
ended May 31, 2009 was approximately 19.5%, which was higher than the 15.9% in the
same period last year without further expl anations as to why your gross margin was
higher than in the prio r fiscal year; and
• Quantify each factor you cite  as impacting your operations.  For example, you disclose
the increase in general and administrativ e expenses was primarily due to the
consummation of the Share Exchange Agr eement and related legal and professional
expenses.  However, you have not quan tified the impact of these items.
This is not meant to represent an all-in clusive list of where your MD&A should be
improved.  We encourage you to provide quantif ication of amounts and further clarification
throughout your discussion.  See Item 303(a)(3) of Regulation S-K.

Liquidity and Capital Resources
 Operating Activities, page 24

3. Net cash provided by operating activities was $2.3 million for the fiscal year ended May 31,
2009 compared to $4.9 million for the fiscal year ended May 31, 2008.  You disclose that the net cash reflects the revenues generate d by the operations of Beijing Concrete.
However, you have not identified the components that resulted in the decrease in your cash
flows from operations.  Please expand this disclo sure to discuss the components that resulted
in the decrease in cash flows from operations  as well as the underl ying reasons for changes
in these components, with specific discussions for accounts receivable, inventories, accounts
payable and other payables.

Financial Statements and Supplementary Data, page 25

 4. Please revise your selected financ ial data to include basic and diluted earnings per share for
each period presented.
 Financial Statements

Consolidated Statements of Operations and Comprehensive Income, page F-2

5. Please disclose in your footnotes  the types of amounts included  in the other (expense) line
item for each period presented and also disclo se in your MD&A the business reasons for
changes between periods.

Mr. Rong Yang
October 1, 2009 Page 3  3. Summary of Significant Acc ounting Policies, page F-6

 General

 6. Please disclose the types of expenses that you in clude in the cost of goods sold line item and
the types of expenses that you include in the selling expense and general and administrative
expenses line items.  In doing so, please al so disclose whether you include inbound freight
charges, purchasing and receiving costs, in spection costs, warehous ing costs, internal
transfer costs, and the other co sts of your distribution network in the cost of goods sold line
item.  With the exception of warehousing cost s, if you currently exclude a portion of these
costs from cost of goods sold, please disclose:
• in a footnote the line items that these ex cluded costs are included in and the amounts
included in each line item fo r each period presented; and
• in MD&A that your gross margins may not be  comparable to thos e of other entities,
since some entities include all of  the costs related to their di stribution network in cost of
goods sold and others like you exclude a porti on of them from gro ss profit, including
them instead in a line item, such as sell ing expense and/or general and administrative
expenses.

7. On pages 22 and 23, you refer to reciprocal  arrangements with your suppliers and
promotional measures for your customers’ networ k development.   Please disclose the facts
and circumstances surrounding your  reciprocal arrangements a nd promotional measures.
Please disclose how you are accounting for th ese arrangements.  Please tell us what
consideration you gave to EITF 01-9 and EITF 00-22 in accounting for these arrangements.
 Property and Equipment, page F-8

 8. You had construction in progr ess of $3.3 million as of Ma y 31, 2009.  If trade accounts
payable contains construction in progress or other property, plant and equipment additions,
please disclose in a footnote the related amount s as of each balance sheet date.  Please
supplementally confirm you do not include these amounts in cash used by investing activities until the subsequent period in which the cash payment is made.  Please ensure that supplemental information about non-cash transac tions is disclosed pursuant to paragraph 32
of SFAS 95.
 Advertising Costs, page F-8

9. Please revise your accounting policy to disclose  the total amount ch arged to advertising
costs for each period presented.  Please also disclose the line item in your statement of
operations that your advertising costs are incl uded in.  Refer to paragraph 49 of SOP 93-7.

9. Related Party Transactions, page F-11
 10. Please enhance the disclosures surrounding your related party receivab les to provide the
facts and circumstances of each receivable includ ing but not limited to a description of each
transaction.  You should also disc lose whether the receivable is a loan to a related party or a

Mr. Rong Yang
October 1, 2009 Page 4
note receivable from a related party customer.  Refer to SFAS 57.  Please also tell us when
these related party receivables were establishe d and what consideration you gave to Section
402(a) of Sarbanes-Oxley Act which prohibits most  personal loans to officers and directors.
 15. Concentration of Credit Risk s and Uncertainties, page F-13

 11. You indicate that you had sales to two major cu stomers, which represented 25% and 12% of
your total sales for the fiscal year ended Ma y 31, 2009.  You also had one customer, which
represented 17% of total sales for the year ended May 31, 2008.  Please disclose the name of
each customer that constituted 10% or more of  your sales in any period presented, since it
appears the loss of these customers would have a material adverse effect on your business as
a whole.

Exhibits 31.1 and 31.2

 12. The identification of the certifying individual at  the beginning of the certification required
by Exchange Act Rule 13a-14(a) also includes the title of the certify ing individual.  The
identification of the certifying individual at the beginning of the certification should be
revised so as not to incl ude the individual’s title.

*    *    *    *

  Please respond to these comments within 10 business days, or tell us when you will provide
us with a response.  Please provide us with a response letter that keys  your responses to our
comments and provides any requested information.  De tailed letters greatly fa cilitate our review.
Please file your response on EDGAR as a corresponde nce file.  Please underst and that we may have
additional comments after reviewin g your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing include s all information required under the Securities
Exchange Act of 1934 and that they  have provided all information i nvestors require for an informed
investment decision.  Since the company and its ma nagement are in possession of all facts relating
to a company’s disclosure, they are responsible fo r the accuracy and adequacy of the disclosures
they have made.

 In connection with responding to our comments,  please provide, in writing, a statement from
the company acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclosure in their filings;
• staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action w ith respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

Mr. Rong Yang
October 1, 2009 Page 5   In addition, please be advised th at the Division of Enforcement has access to all information
you provide to the staff of the Division of Corpor ation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Ernest Greene, Staff Accountant, at (202) 5 51-3733, or in his absence, the
undersigned at (202) 551-3769, if you have ques tions regarding comments on the financial
statements and related matters.          Sincerely,            R u f u s  D e c k e r
       Accounting Branch Chief