CORRESP 1 filename1.htm

Albany

 

Atlanta

 

Brussels

 

Denver

 

Los Angeles

 

Miami

 

New York

 

Thomas Wardell

404.527.4990

Description: MLAlogo_no-tagline

 

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.