April 29, 2011
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Alexandra M. Ledbetter, Staff Attorney
| Re: | Request for Acceleration of Effectiveness of Registration Statement on Form S-1, as amended, for Rich Star Development Corporation (File No. 333-166454) |
Ladies and Gentlemen:
Rich Star Development Corporation (“Company”) hereby withdraws its prior request dated April 21, 2011 for acceleration of effectiveness on April 27, 2011 of above-captioned registration statement (“Registration Statement”) and pursuant to Rule 461 under the Securities Act of 1933, as amended, hereby requests that the effectiveness of the be accelerated so that such Registration Statement will become effective on Tuesday, May 3, 2011, at 10:00 a.m., Eastern Standard Time, or as soon thereafter as practicable.
The Company acknowledges that:
| | · | should the Securities and Exchange Commission (“Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, 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 effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| | · | 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 securities laws of the United States. |
Very Truly Yours,
/s/ Man Yee Kung
Man Yee Kung
President
Rich Star Development Corporation
