CORRESP 1 filename1.htm

awbasch@kaufcan.com

804 / 771-5700

fax: 804 / 771-5777

Mailing Address:

P.O. Box 27828

Richmond, VA 23261

Three James Center, 12^th Floor

1051 East Cary Street

Richmond, VA 23219

February 13, 2008

By EDGAR and U.S. Mail

Max A. Webb, Esq.

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549

Re:

Sino-Global Shipping America, Ltd

Amendment No. 1 to Registration Statement on Form S-1

File No: 333-148611

Dear Mr. Webb:

On behalf of Sino-Global Shipping America Ltd. (the “Registrant”) and in response to the comments set forth in your letter dated February 5, 2008, we are writing to supply additional information and to indicate the changes that have been made in the enclosed Amendment No. 1 to the captioned registration statement (the “Amendment”). Factual information provided herein has been provided to us by the Registrant. Capitalized terms used herein shall have the meanings ascribed to them in the Registration Statement unless otherwise defined herein. We have also enclosed three redlined copies of the Amendment for your review.

General

Please provide us with any artwork that you intend to use. The inside front cover artwork should be clear illustrations of your product or business with concise language describing the illustrations. Artwork that does not convey the business purpose and language that strays beyond a limited scope will not be appropriate inside the front cover. Please refer to Section VIII of the Division of Corporation Finance March 31, 2001 Current Issues and Rulemaking Projects Quarterly Update available at www.sec.gov.

The Registrant acknowledges the comment and has provided the requested artwork.

Disclosure Required by Internal Revenue Service Circular 230: This communication is not a tax opinion. To the extent it contains tax advice, it is not intended or written by the practitioner to be used, and it cannot be used by the taxpayer, for the purpose of avoiding tax penalties that may be imposed on the taxpayer by the Internal Revenue Service.

Chesapeake

Hampton

Newport News

Norfolk

Virginia Beach

Williamsburg

www.kaufmanandcanoles.com

Max A. Webb, Esq.

February 13, 2008

Page 2

Please tell us how the timing of the two prospectuses is supposed to work. Is the intent that the mini/max transaction will close before any of the selling shareholders will be able to sell their shares? If so, what provisions are in place to monitor this?

The mini/max transaction will close before any of the selling shareholders may sell any of their shares of common stock of the Registrant (the “Shares”). Pursuant to Section 3(a) of the Put Agreements (previously filed Exhibits 10.5 and 10.7) between the Registrant and each of the selling shareholders, the selling shareholders are not permitted to “sell, gift or otherwise transfer the Shares” during the term of the Put Agreement.

Pursuant to Section 2(a) of the Put Agreement, the selling shareholders’ Shares will be automatically redeemed by the Registrant upon the earlier of December 31, 2008 or the date on which the Registrant notifies the selling shareholders that it will not complete the initial public offering of its common stock. In this case, the selling shareholders would never be able to sell their Shares, as the Registrant would automatically redeem the Shares under Section 2(a) before the restrictions under Section 3(a) terminated.

Alternatively, if the initial public offering is completed, then Put Agreement obligations will terminate automatically pursuant to Section 2(a) and the selling shareholders may sell their Shares pursuant to the resale prospectus. For purposes of the Put Agreement, “completes an initial public offering” means that the Registrant has both registered its common stock with the Commission and that it has listed its common stock for trading on a national securities exchange. Because the Shares will not be listed on a national securities exchange until the mini/max transaction closes, it is impossible for the Shares to be sold pursuant to the resale prospectus until after the closing of the initial public offering.

Since Form SB-2 has been eliminated, please file the amendment on Form S-l. You may continue to use the SB-2 disclosure metrics for the next six months.

The Registrant acknowledges the comment and has filed the enclosed First Amendment on Form S-1.

Max A. Webb, Esq.

February 13, 2008

Page 3

Our Company, page 1

Because of the disparity in size between you and the two largest shipping agency companies, we suggest that you revise the statement in the second sentence that you are “one of the largest” of such companies. Instead, give the percentages of the market you and each of the two large companies have.

The Registrant acknowledges the Commission’s comment. As discussed by telephone with Commission staff, such statistics are not publicly available and verifiable and, as a result, the Registrant has revised the language in question to remove such comparative statements.

Summary and Selected Financial Information, pages 5 and 28

Please explain in detail to us why it is appropriate under generally accepted accounting principals to consolidate Sino-Global Shipping Agency Ltd. for the periods presented in your filing, considering that the contractual relationship was consummated on November 14, 2007, which is after the date of your latest balance sheet. In this regard, you should provide a detailed explanation of the nature of the relationship between Sino-Global Shipping America, Ltd. and Sino-Global Shipping Agency Ltd. prior to the consummation of the contractual relationship. Your response should include the specific accounting literature relied upon in your treatment and, assuming a satisfactory response, the notes to the consolidated financial statements will require clear and complete disclosure of this accounting treatment, thereof.

The Registrant acknowledges the comment and has revised the registration statement accordingly. The Registrant has presented pro forma basic earnings per share before non-controlling interest in income to illustrate the effect of consolidating Sino-China’s income.

Sino-China is considered a variable interest entity (“VIE”), and the Registrant is the primary beneficiary. Mr. Cao Lei owns more than 80% of both Sino-China and the Registrant (before completion of the offering). Sino-China was designed to operate in China for the benefit of the Registrant. Prior to November 14, 2007, Sino-China received fees from the Registrant under an agency agreement in exchange for providing services to the Registrant. This agency agreement was replaced with new control agreements on November 14, 2007, pursuant to which the Registrant receives 90% of Sino-China’s net income. In accordance with these new control agreements, Sino-China pays consulting and marketing fees equal to 85% and 5%, respectively, of its net income to the Registrant’s new wholly owned foreign subsidiary, Trans Pacific, and Trans Pacific supplies the technology and personnel needed to service Sino-China.

Max A. Webb, Esq.

February 13, 2008

Page 4

The accounts of Sino-China are consolidated in the accompanying financial statements pursuant to Financial Accounting Standards Board Interpretation No. 46 (Revised), “Consolidation of Variable Interest Entities - an Interpretation of ARB No. 51”. As a VIE, Sino-China’s sales are included in the Registrant’s total sales, its income from operations is consolidated with the Registrant’s, and the Registrant’s net income from continuing operations before non-controlling interest in income includes all of Sino-China’s net income. The Registrant’s non-controlling interest in its income is then subtracted in calculating the net income attributable to the Registrant. After November 13, 2007, 90% of Sino-China’s net income is included in the Registrant’s net income as discussed above, and only the 10% of Sino-China’s net income not paid to the Registrant represents the Registrant’s non-controlling interest.

The PRC owns part of our two largest competitors, page 6

Please revise or remove the first two sentences, as it is inappropriate to include such marketing language in the risk factors section.

The Registrant acknowledges the comment and has revised the Registration Statement by removing the sentences in question on page 6.

Our revenues are highly dependent on China’s use of iron ore, page 7

Please include a separate, appropriately captioned risk factor for the risk disclosed in the last two sentences of the first paragraph of this factor.

The Registrant acknowledges the comment and has revised the Registration Statement by adding a new risk factor headed “China’s reaction to perceived inequities in the iron ore industry may adversely affect our company” on page 8.

We are heavily dependent upon the services of experienced personnel, page 8

We note your disclosure that the quality of your software products and the effectiveness of installation and training could be materially impaired if you are unable to effectively obtain and maintain skilled personnel. Please (i) describe for us each of your software products and the nature of the installation; (ii) tell us if you have capitalized any costs associated with these software products and quantify the amount; and (iii) provide your accounting policy for software products and installation.

The Registrant acknowledges the comment and has revised page 8 of the Registration Statement to remove reference to such software products, which reference was in error. Accordingly, the Registrant has not responded to the subparts of the foregoing comment.

Max A. Webb, Esq.

February 13, 2008

Page 5

We rely on dividends paid by our subsidiary for our cash needs, page 11

Please add a separate, appropriately captioned risk factor for the risk that the new tax will reduce your income by 20%. The risk might include the pro forma amounts such a change might have made to your historical net income to show the effects.

The Registrant acknowledges the comment and has revised page 11 of the Registration Statement to disclose the effect of the new tax on the Registrant. As disclosed in the Registration Statement, the new tax does not appear likely to have a significant effect on the Registrant, given tax treaties in effect between China and the United States and the Registrant’s ability to claim tax credits for foreign withholding taxes on foreign dividends.

Fluctuation in the Value of the Renminbi may have a material adverse effect, page 12

10.

Reference is made to the last sentence whereby you state that the Renminbi is your reporting currency. This appears contrary to disclosure in note 2(d) - Translation of Foreign Currency on page F-7 in the consolidated financial statements that states your consolidated financial statements are presented in U.S. dollars. Please advise or clarify the disclosure in this narrative risk factor section to conform with the presentation of your reporting currency in the consolidated financial statements.

The Registrant acknowledges the comment and has revised the Registration Statement to conform the language on page 12 with that in the financial statements. The U.S. dollar is the Registrant’s reporting currency.

We have received guidance from our underwriter’s counsel, page 17

11.

Please delete this entire risk factor as an impermissible disclaimer of liability under federal securities laws.

The Registrant acknowledges the comment and has deleted the risk factor in its entirety.

Overview, page 29

12.

It appears that the consolidated net income of $0.56 million, $1.l4 million and $0.20 million should be income before non-controlling interest in income. Please revise your discussion.

The Registrant acknowledges the comment and has revised page 29 of the Registration Statement to change the term used.

Max A. Webb, Esq.

February 13, 2008

Page 6

Consolidation of Variable Interest Entities, page 31

13.

Please revise your disclosure to provide greater detail in why you believe Sino-China should be considered a VIE. For example, disclose why the equity holders of Sino-China lack the characteristics of a controlling financial interest and disclose the reason why you believe that you are the primary beneficiary.

The Registrant acknowledges the comment and has revised the section headed “Consolidation of Variable Interest Entities” on page 31 of the Registration Statement to read as follows:

The agency relationship between our business and its branches is governed by a series of contractual arrangements with which we have substantial control over Sino-China. As such, we believe that Sino-China is a VIE and that we are Sino-China’s primary beneficiary. Mr. Cao Lei owns more than 80% of both Sino-China and our company (prior to completion of this offering). Sino-China was designed to operate in China for the benefit of our company. Prior to November 14, 2007, Sino-China received fees from us under an agency agreement in exchange for providing services to our company. This agency agreement was replaced with new control agreements on November 14, 2007, pursuant to which our company receives 90% of Sino-China’s net income. In accordance with the new control agreements, Sino-China pays consulting and marketing fees equal to 85% and 5%, respectively, of its net income to our new wholly owned foreign subsidiary, Trans Pacific, and Trans Pacific supplies the technology and personnel needed to service Sino-China.

The accounts of Sino-China are consolidated in the accompanying financial statements pursuant to Financial Accounting Standards Board Interpretation No. 46 (Revised), “Consolidation of Variable Interest Entities - an Interpretation of ARB No. 51”. As a VIE, Sino-China’s sales are included in our total sales, its income from operations is consolidated with ours, and our net income from continuing operations before non-controlling interest in income includes all of Sino-China’s net income. Our non-controlling interest in its income is then subtracted in calculating the net income attributable to our company. After November 13, 2007, 90% of Sino-China’s net income is included in our net income as discussed above, and only the 10% of Sino-China’s net income not paid to us represents our non-controlling interest.

Earnings per Share, page 33 and Note 2(a) Basis of Presentation, page F-7

Max A. Webb, Esq.

February 13, 2008

Page 7

14.

Reference is made to the disclosure in note 1 to the summary and selected financial information on pages 5 and 28, the discussion on earnings per share in MD&A as well as your consolidated financial statement presentation whereby you state that you have only been able to include the net income of Sino-Global Shipping Agency (“Sino-China”) in your net income since November 14, 2007 when you executed a number of control agreements. It appears this statement represents the reason why the presentation in your consolidated financial statements reflects a non-controlling interest amount attributable to Sino-China that reduces your net income in all periods. Please explain why this presentation and treatment of excluding the net income of Sino-China for periods prior to November 14, 2007 is consistent with your presentation in otherwise consolidating Sino-China for all periods as a VIE when the contractual relationship agreements were not executed until November 14, 2007. We also refer you to our other comment on the appropriateness to consolidate Sino-China for all periods presented in the filing.

The Registrant has presented pro forma basic earnings per share before non-controlling interest in income to illustrate the effect of consolidating Sino-China’s income.

Sino-China is considered a VIE, and the Registrant is the primary beneficiary. Mr. Cao Lei owns more than 80% of both Sino-China and the Registrant (before completion of the offering). Sino-China was designed to operate in China for the benefit of the Registrant. Prior to November 14, 2007, Sino-China received fees from the Registrant under an agency agreement in exchange for providing services to the Registrant. This agency agreement was replaced with new control agreements on November 14, 2007, pursuant to which the Registrant receives 90% of Sino-China’s net income. In accordance with the new control agreements, Sino-China pays consulting and marketing fees equal to 85% and 5%, respectively, of its net income to the Registrant’s new wholly owned foreign subsidiary, Trans Pacific, and Trans Pacific supplies the technology and personnel needed to service Sino-China.

Max A. Webb, Esq.

February 13, 2008

Page 8

Results of Operations, page 33

15.

Please explain to us and in your filing the reason for the decline in the average charge rate and whether you believe that this trend will continue. In addition, discuss the impact of this decline on your future financial condition and results of operation.

The Registrant acknowledges the comment and has revised page 33 of the Registration Statement to insert a section headed “Decrease in average charge rate”, which discloses the information in the following paragraphs regarding the reasons for such a decrease. In sum, the Registrant believes these changes point toward a diversification of the sorts of services and clients the Registrant serves, rather than a weakening of the charges per ship served.

The Registrant’s service charge rate depends largely on the size and types of ships served. Specifically, high rates are normally charged for larger ships than for smaller ships. For example, the Registrant served 16 ships for a new client, Ocean Bulk, in the first quarter of 2007 with an average charge rate of $34,416, comparing to the average charge rate of $73,451 for the Registrant’s major customer, Beijing Shou Rong, whose ships are much larger.

The charge rate also relates to the types of services the Registrant provides. The less extensive the services are, the lower the rates will ordinarily be. For example, the Registrant provided services to Eagle Shipping, which services related primarily to ship equipment repairing and other owner affair services. As a result, the average charge rate per ship for Eagle Shipping was $10,562 in the first quarter of 2007.

While competitive pressures may in the future affect the Registrant’s average charge rate, the Registrant does not believe that such pressures have resulted in the decline in average charge rate to date. Additionally, the Registrant believes that the trend is less one of decreasing fees and more one of increasing the number and scope of companies for which the Registrant provides shipping agency services. To the extent this growth results in the Registrant serving smaller ships or providing more limited services to clients, the average charge rate will likely decrease.

16.

Given the size of the decreases in the average charge rate and to the extent that they are indicative of an overall trend, consider adding disclosure in the prospectus summary section in regards to the decreased rates.

The Registrant believes that the referenced decrease is more associated with a diversification in the scope of services provided and a growth in number and sorts of clients served than it is with any decrease in rates for similar services provided to similar clients. The Registrant does not believe that the decrease in the average charge rate is indicative of an overall trend other than as described above and in answer to comment 15 and has not, as a result, incorporated additional disclosure in the prospectus summary section.

Max A. Webb, Esq.

February 13, 2008

Page 9

17.

Please expand your disclosure to discuss in greater detail the substantial increase in the number of ships you serve. For example, clarify whether this is because you started servicing a new port, whether you obtained a new client, or whether your largest clients increased their amount of business with you. Adding greater detail will help investors better understand your current financial position and assess any related trends.

The Registrant acknowledges the comment and has revised page 33 of the Registration Statement by adding a new section headed “Increase in number of ships served.” As described in that section, the Registrant believes that the following factors have contributed to the increase in the number of ships it serves:

The Registrant has increased the scope of services it provides and has provided services in lower charge areas such as owner affairs in order to maintain existing clients and attract new clients. As these services may be less extensive than services the Registrant provided in the past, the Registrant has been able to provide such services to more clients.

·	The Registrant has been able to provide services to smaller clients. While these services may result in lower average charge rates, they also increase the raw number of ships served by the Registrant.

·	The Registrant’s main client, Beijing Shou Rong, has consistently increased its shipping of iron ore, and the Registrant has been involved in this growth.

·	In addition to growing the number of clients the Registrant serves, the Registrant has focused on growing the scope of services and number of ships served for each of its existing clients.

Operating Activities, page 35

18.

Please discuss the material factors that impact the comparability of operating cash flows in terms of cash. As you use the indirect method, merely reciting changes in line items reported in the statement of cash flows is not sufficient. Refer to Section IV. B of FR-72 for guidance.

The Registrant acknowledges the comment and has revised the section headed “Operating Activities” on page 35 of the Registration Statement to read as follows:

Max A. Webb, Esq.

February 13, 2008

Page 10

Operating Activities

Net cash provided by operating activities decreased to approximately $0.33 million in the first quarter of 2007 from approximately $0.37 million in the first quarter of 2006. The decrease was mainly attributable to several factors, including (i) the non-controlling interest in income contribution of approximately $0.12 million in the first quarter of 2007 compared to that of approximately $0.29 million incurred in the first quarter of 2006 which was due to higher operating expenses and loss in gross margin from approximately 28% to 18% because of competition; (ii) increase in advances to suppliers for the anticipated sales in the second quarter of 2007 and (iii) the increase in accounts receivable amounting to approximately $2.4 million which was a result of increase in sales in the first quarter 2007 compared to 2006. The increase in operating cash flow was partially offset by (i) the net income of approximately $0.08 million in the first quarter of 2007 compared to a net income of approximately $0.05 million incurred in the first quarter of 2006 which was due to increase in sales in the first quarter of 2007; (ii) the increase in add-back of non-cash expenses, consisting of depreciation expenses of approximately $0.02 million which was due to additional property and equipment purchased ; (iii) the increase in advances from customer of approximately $2.4million which was due to increase in sales deposits for sales contracts from customers; and (iv) the increase in accounts payable, accrued expenses and other current liabilities were due to increase in operating expenses for new branch offices and permanent tax adjustment (mainly entertainment expense) to tax liabilities.

Net cash generated from operating activities increased to approximately $0.87 million in 2007 from approximately $0.72 million in 2006. The increase was primarily due to several factors, including (i) the net income of approximately $0.10 million in 2007 compared to a net income of approximately $0.29 million in 2006 which was due to higher operating expenses and lower margin from approximately 18% to 16% because of competition; (ii) the non-controlling interest in income contribution of approximately $1.04 million in 2007 compared to that of approximately $0.27 million incurred in 2006 which was due to all new branch offices were operating during the year ended 2007; (iii) the increase in add-back of non-cash expenses, consisting of depreciation expenses of approximately $0.06 million which was due to the additional property equipment purchased for the expansion of the business; and (iv) the increase in accounts payable, accrued expenses and other current liabilities of approximately $0.12 million were due to increase in operating expenses and income taxes because of increase in sales and permanent tax adjustment (mainly entertainment expense) to tax liabilities . The increase in operating cash flow was partially offset by (i) the increase in accounts receivable amounting to approximately $0.60 million which was due to increase in sales for the year ended 2007; and (ii) the increase in advances to suppliers of approximately $0.19 million which was due the anticipated sales in the first quarter of 2007.

Max A. Webb, Esq.

February 13, 2008

Page 11

Company Structure, page 37

19.

Please provide a more detailed discussion of your ability to receive dividends from Trans Pacific. Your revised disclosure should, among other things, discuss the limitations on your ability to receive dividends and the impact these limitations have on your liquidity.

The Registrant acknowledges the comment and has revised the discussion headed “Company Structure” on page 38 to clarify that, other than as stated in that section, Chinese law currently permits Trans Pacific to pay such dividends to the Registrant.

China’s Economic Development. page 39

20.

Please provide support to us for your assertion that 400 of the world’s largest 500 companies are investing in China.

The Registrant acknowledges the comment and has enclosed support for the assertion, which is taken from a report provided to the U.S.-China Security Review Commission by Dr. Charles W. McMillion (see page 8 of Dr. McMillion’s article available online at http://www.uscc.gov/researchpapers/2000_2003/pdfs/2_6_china_tech_rept.pdf: “Over 400 of the 500 largest companies in the world are now invested in China, including Microsoft, General Electric, Sony, Exxon-Mobile, Royal Dutch Shell, General Motors, Toyota, Volkswagen, Boeing, Matsushita, Siemens, Toshiba, Intel, Kodak, Hewlett-Packard, and IBM”).

Our Strategy, page 40

21.

Please provide support for your claim that you “offer an attractive alternative to companies that wish to have a closer relationship with their shipping agency” or revise to remove this assertion.

The Registrant acknowledges the comment and has revised page 41 of the Registration Statement by removing this assertion.

22.

Please expand your disclosure to discuss what it means that you have obtained IS09000 and UKAS certifications.

The Registrant acknowledges the comment and has revised page 41 of the Registration Statement to further explain the nature of these certifications of the Registrant’s quality management systems.

Max A. Webb, Esq.

February 13, 2008

Page 12

Customers, page 41

23.

For purposes of consistency, we recommend that you disclose the percentage of your revenues that are derived from Jardine Shipping Agencies. Also, please remove the marketing language from your customer descriptions, such as the indication that Jardine is a “leading” shipping services provider.

The Registrant acknowledges the comment and has revised page 41 of the Registration Statement to remove the referenced language and to disclose the percentage of revenues derived from Jardine Shipping Agencies.

Position as one of the largest Chinese shipping agencies, page 41

24.

Consistent with comment number 4 above, please tell us whether any of the other non-government owned shipping agencies also have branches in 5 or more ports.

The Registrant acknowledges the Commission’s comment. As discussed by telephone with Commission staff, such statistics are not publicly available and verifiable. Accordingly, the Registrant has revised the language in question to focus on the Registrant’s presence in all of China’s commercial ports.

Competition, page 42

25.

While it is helpful to understand that your industry is dominated by two large competitors, if applicable, please expand your disclosure to also discuss competitors that are comparable to you in regards to their size and revenues.

The Registrant acknowledges the Commission’s comment. As discussed by telephone with Commission staff, such statistics are not publicly available and verifiable and, as a result, the Registrant has been unable to revise the language in question with regard to other competitors.

Executive Officers and Directors, page 46

26.

Please clarify whether Zhang Mingwei is the Chief Executive Officer, as indicated in the narrative description, or the Chief Financial Officer, as indicated in the table.

The Registrant acknowledges the comment and has revised page 47 of the Registration Statement. Mr. Zhang is the Chief Financial Officer of the Registrant.

Max A. Webb, Esq.

February 13, 2008

Page 13

27.

Please disclose the period during which each director has served in that capacity.

The Registrant acknowledges the comment and has revised pages 47 and 48 of the Registration Statement to insert this information in the biographical sketches for each director.

Executive Compensation, page 47

28.

Please revise the table so that it discloses annual compensation rather than the estimated compensation paid.

The Registrant acknowledges the comment and has revised page 48 of the Registration Statement to disclose actual compensation.

Consolidated Financial Statements

(g) Revenue Recognition, page F-8

29.

Considering your disclosure that you act as an agent for your clients, please explain how your revenue recognition policy complies with EITF 99-19.

The Company has revised its disclosure on page F-8 of the Registration Statement to explain how its revenue recognition policy complies with EITF 99-19.

In accordance with EITF 99-19, the Registrant reports its revenue on the gross amounts billed to customers based on several criteria: (1) the Registrant assumes all credit risk for the amounts billed to customers, (2) the Registrant has multiple suppliers for services ordered by customers and discretion to select the supplier that provides the services, and (3) the Registrant determines the nature, type or specifications of the services ordered by customers and the Registrant is responsible for fulfilling these services.

Max A. Webb, Esq.

February 13, 2008

Page 14

PRC Business Tax and Surcharges, page F-9

30.

From disclosure in MD&A - Revenues (page 29), we note that the business tax and surcharges is accounted for as a deduction from gross revenues in determining net revenues in your consolidated statements of operations. As this is an accounting policy decision to present these items on a net basis (exclude from revenues) rather than on a gross basis (included in revenues and costs), please expand your disclosure in the notes to provide this accounting policy decision in accordance with the guidance in paragraph 4 of EITF 06-3.

The Registrant acknowledges the comment and has expanded the disclosure on page F-9 of the Registration Statement to address this accounting policy decision.

Note 17(c) -Repayment of Director’s Loan to the Company, page F-14

Loan to Mr. Cao Lei, page 51

31.

We note that in connection with the December 31, 2007 private sale of Mr. Cao Lei’s shares, the company granted the investors (purchasers) a right to put the acquired shares of common stock valued at $1.25 million to you in the event that such shares are not registered in accordance with applicable securities laws within 12 months. In accordance with the general guidance in EITF Topic D-98, ASR 268 and Rule 5-02(28) of Regulation S-X, securities with redemption features that are not solely within the control of the issuer should be classified outside of permanent equity without regard to probability of the triggering event. In your circumstance, it appears the triggering event is not appropriate for permanent equity classification as provided in the events included in paragraph 9 of EITF Topic D-98. In your updated December 31, 2007 unaudited interim consolidated financial statements, please classify these common share subject to the “put” right outside of permanent equity with appropriate note disclosure of their circumstance and accounting treatment, thereto.

The Registrant acknowledges the comment. The Registrant will file financial information for the period requested as soon as it is available and will further amend its Registration Statement at such time to address the issues raised in this comment. At this time, however, the private sale by Mr. Cao does not affect the Registrant’s financial information for the period indicated.

Max A. Webb, Esq.

February 13, 2008

Page 15

Other

32.

The independent public accountants in each amendment should furnish manually signed and currently dated consents to the registration statement.

The Registrant acknowledges the comment and has filed the requested consent with the First Amendment to its Registration Statement on Form S-1.

33.

In the event of delay in effectiveness of the registration statement, please update the financial statements in accordance with Item 310(g) of Regulation S-B

The Registrant acknowledges the comment and will update its financial statements in accordance with Item 310(g) as appropriate.

The Registrant is eager to complete the registration process. Thank you in advance for your assistance in reviewing this response and the First Amendment to Registration Statement on Form S-1. Should you have any questions with respect to the above responses, please contact me.

Sincerely,

/s/ Anthony W. Basch

Anthony W. Basch

cc:	John Stickel, Esq.

Mr. Cao Lei

Mr. Chi Tai Shen

Mr. L. McCarthy Downs III

Bradley A. Haneberg, Esq.

Enclosures:

Three (3) redlined copies of First Amendment to

Registration Statement on Form S-1