We hereby submit the responses of China Oumei Real Estate Inc. (the “Company”) to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated April 11, 2011, providing the Staff’s comments with respect to the above referenced registration statement on Form S-1 (the “Registration Statement”).

For the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated basis.

1.	Please revise you disclosure on page 108 to clarify that the three underwriters listed on this page are the lead or managing underwriters. Alternatively, please remove, from the cover page, the underwriters except the one serving in the noted role. See Item 501(b)(8) of Regulation S-K.

Company Response: We have revised our disclosure on page 108 to clarify that Brean Murray, Carret & Co., LLC and Maxim Group LLC are acting as joint book-running managers for the offering and as representatives of the underwriters, and that Chardan Capital Markets, LLC is acting as co-manager for the offering.

We note your disclosure that you believe you qualify as a "foreign private issuer" and intend to use the disclosure forms available to foreign private issuers under the Exchange Act. Please note that you are responsible for determining your status and for meeting the requirements set forth under the Exchange Act. We are not taking a position on the conclusions described in your disclosure and urge you to consider all of the elements applicable to foreign private issuer status.

Please explain the reason you have decided to base your exchange rate on OANDA.com instead of the Federal Reserve Bank of New York, as previously disclosed. Additionally, your tabular disclosure of 0.1520 RMB per U.S Dollar is not consistent with your disclosure in the narrative. Please revise to reconcile.

Company Response: The exchange rates quoted on OANDA.com are the daily “Interbank Rates,” which reflect the market rates for daily actual transactions used by banks when trading between themselves or with their large clients. We decided to base the exchange rates on the Interbank Rates quoted on OANDA.com instead of rates quoted from the Federal Reserve Bank, as previously disclosed, mainly for the following practical reasons:

The Federal Reserve Bank release contains exchange rates of foreign currencies against the U.S. dollar. The data are noon buying rates in New York for cable transfers payable in the listed currencies. In other words, it only contains selling prices of the U.S. dollar (rates of conversion from the U.S. dollar to foreign currencies), but does not contain the rates of conversion from foreign currencies to the U.S. dollar. On the other hand, the Interbank Rates quoted on OANDA.com contain both rates. As we point out in the same section, our business is primarily conducted in China, and the financial records of our PRC subsidiaries are maintained in RMB. However, we use the U.S. dollar as our reporting currency. The assets, liabilities, shareholders’ equity, revenues and expenses of our PRC subsidiaries need to be translated from RMB into the U.S. dollar at the exchange rates to convert RMB to the U.S. dollar. Therefore, we believe using the Interbank Rates instead of the Federal Reserve Bank rates is preferred.

The Federal Reserve Bank exchange release is a weekly release, and data are not available for holidays and weekend days when currency trades are still being settled. The lag in time creates difficulty for our proper reporting. On the other hand, OANDA.com reports Interbank Rates on a daily basis.

According to its website, the publisher of OANDA.com, the OANDA Corporation, is an established player in the foreign exchange market, and the rates published by it are widely used by major corporations, tax authorities and auditing firms.

We note that you have revised your disclosure in this section and your MD&A. Please provide updated support for your revised disclosure. Clearly mark the specific language in the supporting materials that supports each statement. Further, please tell us if any of the supporting materials were prepared specifically for you in connection with this offering.

Company Response: We are attaching herewith as Annex 1 the updated supporting materials. For the convenience of the Staff, we are providing in Annex 1 excerpts of the Registration Statement marked with tabular references, followed by the supporting materials. None of the supporting materials were prepared specifically for us in connection with this offering.

We note you have provided disclosure regarding GDP on page 58. However, you also state: "The official GDP data is not yet available as of the date this prospectus." Please advise how you made the determination that the GDP of Qingdao's was 15.2% in light of the fact that official data is not available.

We note the disclosure here remains unchanged. Considering the profit projection is based off of projected sales, please revise to update this disclosure based on the current market and provide us with your basis for the sales and profit figures. If the costs have not been finalized, clarify if your actual costs have always fit the Construction Cost Budget Standard Index and whether the duration of the projects would affect each project’s costs. Regarding sales projections, please clarify whether you have adjusted projected prices from your experience with prior sales in the same locations and identify the sources used to determine the sales prices.

In regards to unit price projections, we have always adopted a conservative approach in our estimation of unit prices by applying a discount against market comparable prices at the time of the estimation. In addition, we closely monitor current market conditions by gathering current comparable transaction data, and will adjust price projections downwards if current data indicates a drop in market comparable prices below our price projections. According to our recent research, neither comparable market prices nor our recent selling prices for similar projects in comparable locations have seen noticeable declines.

For the Longhai Hotel project, we have found that comparable transactions are in the 35,000 RMB – 50,000 RMB range, more than supporting our price projection of $5,000 per square meters (or 32,660 RMB). As an example, the most recent comparable high-end hotel project, less than 800 meters from our location, has a starting asking price of 45,000 RMB per square meter (see excerpt from a national real estate website (www.Soufun.com: http://newhouse.qd.soufun.com/house/2411505743.htm) attached as Annex 2.

For the Weihai Beach Resort project, we have found that comparable prices in recent transactions within the same trade area are in the 17,000 RMB – 29,800 RMB range, more than supporting our price projection of $2,344 per square meters (or 15,300 RMB). See excerpts from national and regional real estate websites attached as Annex 3: http://runyuanshanhai.soufun.com/; http://www.whhouse.com.cn/newhouse/view_loupan.asp?id=224; and http://www.whhouse.com.cn/newhouse/view_loupan.asp?id=314

For the Jiangshan Dijing project, we have found that comparable prices in recent transactions within the same trade are in the 2,700 RMB – 4,700 RMB range, more than supporting our price projection of $366 per square meters (or 2,400 RMB). See excerpts from national and regional real estate websites attached as Annex 4: http://qd.cityhouse.cn/ha/halist.html?haclcode=pa&district=LXI&&p1=0&p2=6000&;

In terms of cost projections, we have not seen considerable cost fluctuations in our markets and in our other projects under construction, and therefore have not made adjustments to the estimates. However, we have updated the table by replacing “total profit” and “net profit margin” with “total gross profit” and “gross profit margin,” because net profit at a project-specific level is hard to estimate due to the difficulty in projecting general and administrative and other non-project-specific expenses and their allocation. The Construction Cost Budget Standard Index only pertains to the construction cost portion of our total development costs, which also include land cost, engineering, approval, legal and other soft cost related to the development process, and is used in combination with our proprietary database of historical construction costs. We typically pre-negotiate lump-sum construction contracts with our contractors and therefore have a good track record in controlling actual construction costs under budget (including guidelines in the Construction Cost Budget Standard Index).

7.	Considering you have sold units for these projects already, please tell us why providing an estimated/projected sales disclosure is more relevant and beneficial for investors than limiting the disclosure to information related to sales that have already taken place.

Company Response: We have revised the disclosure to include historical sales information in addition to estimations for the entire projects. We have also updated the “Projects under Construction” and “Completed Projects” tables by replacing “total profit” and “net profit margin” with “total gross profit” and “gross profit margin,” for the same reason mentioned in our response to Comment No. 6 above and to be consistent in our disclosure.

You disclose on page F-8 that the value of the 300,000 ordinary shares issued to Brean Murray were charged to additional paid-in capital. This contradicts your disclosure on page 80 which states that the cost of the shares is being deferred and will be charged to additional paid-in capital upon effectiveness of this registration statement. Please clarify to us how you have accounted for the shares and warrants issued to Brean Murray and where all related amounts have been recorded in your financial statements as of December 25, 2010.

“On April 14, 2010, we also issued an aggregate of 300,000 ordinary shares and warrants for the purchase of an aggregate of 138,735 ordinary shares, exercisable for a period of 3 years at an exercise price of $5.00 per share, to Brean Murray, Carret & Co., LLC and/or its designees, as partial compensation for services provided by them in connection with the private placement transaction. The estimated grant date fair value of these shares is $3.39 per share. Both the shares and the warrants issued to Brean Murray, Carret & Co., LLC were considered direct expenses of the offering and charged to additional paid-in capital. The warrants are outstanding at December 25, 2010. Brean Murray, Carret & Co., LLC also received a cash fee of $775,759.39 for its services in connection with the private placement.”

If you would like to discuss any of the responses to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at (86) 532 8099 7969 or Louis A. Bevilacqua, Esq. of Pillsbury Winthrop Shaw Pittman LLP, our outside special securities counsel at (202) 663-8158.

Re:		China Oumei Real Estate Inc.
		Amendment No. 8 to Registration Statement on Form S-1
		Filed March 22, 2011
		File No. 333-166658

	Sincerely,

	China Oumei Real Estate Inc.

	By:	/s/ Weiqing Zhang
		Weiqing Zhang
		Chief Executive Officer