SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

April 19, 2010

By facsimile to (212) 688-7273 and U.S. Mail

Mr. Rong Yang
Chairman, President, and Chief Executive Officer China Infrastructure Construction Corporation Shidai Caifu Tiandi Building Suite 1906-09 1 Hangfeng Road Fe ngtai District
Beijing, People’s Republic of China 100070  Re: China Infrastructure Construction Corporation  Registration Statement on Form S-1  Filed March 26, 2010  File No. 333-165742

Dear Mr. Yang:

We have limited our review of your filing to  those issues that we have addressed
in our comments.  Where indicated, we th ink that you should revise your document in
response to these comments.  If you disagree , we will consider your explanation why our
comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us
information so that we may better understa nd your disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our review is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions that you may have a bout comments or any other aspect of our
review.  You may call us at the telephone numbers listed at the end of this letter.
 General

 1. To the extent applicable, comments on the underwritten offering prospectus are also comments on the resale prospectus and vice versa.

Mr. Rong Yang
April 19, 2010
Page 2  2. Please tell us whether the selling securityho lders identified in the resale prospectus
will be able to sell their s ecurities at the same time that  the underwriter can sell the
securities that it will receive in th e underwritten offering.  If the selling
securityholders are subject to lock-up agreem ents or other contractual restrictions on
their ability to sell their securities for some period of time after the underwritten
offering, please revise your disclosu re to describe such restrictions.
 Calculation of Registration Fee Table

 3. Indicate by footnote or othe rwise the number of shares  of common stock in the
underwritten offering and the number of sh ares of common stock in the resale
offering.
 Prospectus Cover Page

 4. Please add a brief description of the underwriting arrangemen ts.  Please refer to Item
501(b)(8) of Regulation S-K.
 Special Note Regarding Forward-Looking Statements, page 15

 5. We note the disclaimer that China Infrastr ucture Construction cannot guarantee the
accuracy or completeness of the statistical and other industry data contained in the
prospectus.  Since China Infr astructure Construction may not disclaim responsibility
for information that it has chosen to incl ude in the prospectus, please delete the
disclaimer.
 Directors and Executive Officers, page 37

 6. Please provide disclosure of the qualificati ons of each director as required by Item
401(e) of Regulation S-K.  For guidance, you may wish to refer to Release No. 33-
9089.
 Certain Relationships and Relate d Party Transactions, page 42

 7. Please specify the subject matter of each related party payable transaction.  See
 Item
404 of Regulation S-K.

Principal Stockholders, page 44

8. We note that in the table you show that  Rong Yang beneficially owns 400,000 shares,
Rui Shen beneficially owns 5,860,022 shares, and Guiping Liao beneficially owns
1,440,607 shares.

• We note from footnote nine to the table that Ms. Liao is Mr. Yang’s spouse.
Please provide us your analysis why their share holdings reflected in the table

Mr. Rong Yang
April 19, 2010
Page 3
do not include each other’s holdings.  For guidance, you may wish to refer to Question and Answer 105.05 in the Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Owner ship Reporting of our “Compliance
and Disclosure Interpretations” wh ich are available on the Commission’s
website at http://www.sec.gov
.

• We note from footnote three to the table that Mr. Yang has the option to
purchase 6,684,706 shares from Mr. Shen.  Please provide us your analysis
why you have not included these shares in the holdings in the table for Mr.
Yang.  In addition, please provide us your analysis why you have not included
all of these shares in the holdings in the table for Mr. Shen.
 Description of Capital Stock, page 46

 9. We note the “qualified in its  entirety” language in th e first paragraph.  China
Infrastructure Construction may not qua lify information in the prospectus by
reference to information outside the prosp ectus unless incorporation by reference or a
summary of a document filed as an exhib it is required by the form.  Accordingly,
please delete the reference to Colorado law.  See
 Rule 411(a) of Regulation C under
the Securities Act.
 Material United States Federal In come Tax Considerations, page 47

 10. Please remove the word “certain” in the first sentence of the first and last paragraphs
under “General” because the word “certain ” may imply that China Infrastructure
Construction has not disclosed all material United States federal income tax considerations.
 U.S. Holders, page 48

 11. Remove the word “generally” in the first two paragraphs under “Taxation of
Distributions” on page 48 and the words “I n general” and “generally” in the first
paragraph under “Gain or Loss on Sale, Taxable Exchange or Other Taxable
Disposition of Common Stoc k” on page 49 because the words may imply that
investors cannot rely on the disclosure.
 Resale Prospectus’ Outside Front Cover Page

 12. We note the statements:

• “Under the terms of the warrants, cashless exercise is permitted in certain circumstances.”

• “We will not receive any proceeds from any cashless exercise of the
warrants.”

Mr. Rong Yang
April 19, 2010
Page 4

Since no warrants are being registered and offered under this registration statement,
please delete the statements.
 Selling Stockholders, page 18

 13. We note the statements:

• “Except as noted below, neither of the Selling Stockholders is a broker-dealer
or an affiliate of a broker-dealer.”

• “Excepted as noted below, neither of the Selling Stockholders has or has had
within the past three years any position, office, or other material relationship
with the Company or any of its predecessors or affiliates.”

Since there are more than two selling stoc kholders, please revise  these and any other
similar statements to encompass all of the selling stockholders.
 Undertakings, page 59

 14. Please include the Rule 430B undertaki ng required by Item  512(a)(5)(ii) of
Regulation S-K, the Rule 430A undertaking required by Item 512(i)(2) of Regulation S-K, and the primary offering undertakings required by Item 512( a)(6) of Regulation
S-K.
 Exhibit 5.1

 15. We note that China Infrastructure Constr uction intends to file  the legal opinion by
amendment to the registration statement.  Pl ease allow us sufficient time to review the
legal opinion before requesting accelera tion of the registration statement’s
effectiveness.
 Exhibit 21.1

 16. Please list the state or other jurisdiction of incorporation or organization of each
subsidiary as required by Item 601(b)(21)(a) of Regulation S-K.

Closing

 As appropriate, please amend your filing in response to the comments.  You may
wish to provide us marked courtesy copies of the filing to expedite our review.  Please furnish a cover letter tagged as corresponde nce with your amendment that keys your
responses to our comments and provides a ny requested information.  Detailed cover

Mr. Rong Yang
April 19, 2010
Page 5  letters greatly facilitate our review.  Please understand that we may have additional comments after review of your amendm ent and responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosures in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information that
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts  relating to a company’s disclosures, they ar e responsible for the adequacy and accuracy
of the disclosures th at they have made.
Notwithstanding our comments, when the company requests acceleration of the
effective date of the registration statement, it should furnish a letter, at the time of the
request, acknowledging that:

• 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.

• The action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing eff ective, does not re lieve the company
from its full responsibility for the ade quacy and accuracy of the disclosure
in the filing.

• The company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal secu rities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information that you provide to the staff of  the Division of Corporation Finance in
connection with our review of your filing or  in response to our comments on your filing.
 We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registrati on statements.  We will act on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
 We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

 You may direct questions on comments and disclosure issues to Edward M. Kelly,

Mr. Rong Yang
April 19, 2010 Page 6  Senior Counsel, at (202) 551- 3728 or Dietrich A. King, St aff Attorney, at (202) 551-
3338.       Very truly yours,         Pamela A. Long      A s s i s t a n t  D i r e c t o r   cc: Darren Ofsink, Esq.  Guzov Ofsink, LLC  600 Madison Avenue, 14th Floor  New York, NY 10022