SMARTHEAT INC.
A-1, 10, Street 7
Shenyang Economic and Technological Development Zone
Shenyang, China 110027
+86 (24) 2519-7699
June 22, 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 23, 2009 at 4:00 p.m. eastern daylight savings time. This request supersedes the prior request made on June 19, 2009.
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. |