SMARTHEAT INC.
A-1, 10, Street 7
Shenyang Economic and Technological Development Zone
Shenyang, China 110027
+86 (24) 2519-7699
June 19, 2009
VIA EDGAR and FACSIMILE (202) 772-9368
Division of Corporation Finance
Securities and Exchange Commission
100 F. Street, N.E.
Mail Stop 4631
Washington, DC 20549-6010
Att: Ms. Jessica Kane
Re: SmartHeat Inc
Registration Statement on Form S-1 Filed June 16, 2009
File No. 333-154415
Ladies and Gentlemen:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, SmartHeat Inc., a Nevada corporation (the “Company”), hereby requests that the Securities and Exchange Commission (“SEC”) take appropriate action to cause the above-referenced Registration Statement to become effective on June 30, 2009 at 4:00 p.m. eastern daylight savings time.
The Company acknowledges that:
| | · | Should the SEC or the staff, acting pursuant to delegated authority, declare the registration statement effective, it does not foreclose the SEC from taking any action on the filing; |
| | · | The action of the SEC or the staff, acting pursuant to delegated authority, in declaring the registration statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the registration statement’s disclosures; and |
| | · | The Company may not assert staff comments or the declaration of the registration statement’s effectiveness as a defense in any proceeding initiated by the Commission or any person under the United States federal securities laws. |
Ms. Jessica Kane
June 19, 2009
Page 2 of 2
Should you have any questions or require any additional information with respect to this filing, please contact Robert Newman at 212-227-7422 or via email at rnewman@nlawglobal.com.
Thank you for your assistance.
Very truly yours,
SMARTHEAT INC.
/s/ Jun Wang______________
By: Jun Wang
Title: Chief Executive Officer
| cc: | Robert Newman, The Newman Law Firm, PLLC |
