No. 322, Zhongshan East Road


Hebei Province, 050011

People’s Republic of China


March 15, 2013


Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions
U.S. Securities and Exchange Commission
100 F Street, N.E.  
Washington, D.C. 20549


Re:Prime Acquisition Corp. Schedule TO-I

Filed February 26, 2013

File No. 005-86162


Dear Mr. Duchovny:


Prime Acquisition Corp. (the “Company”) hereby acknowledges that, in connection with the letter submitted by Loeb & Loeb LLP on behalf of the Company in response to comments issued by the staff (the “Staff’) of the Securities and Exchange Commission (the “Commission”) in a letter dated March 14, 2013 (the “Staff’s Letter”) regarding the Company’s Schedule TO-I filed February 26, 2013 (the “Schedule TO”):


·the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
·Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
·the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.



  Prime Acquisition Corp.
  By: /s/ Diana Liu
  Name: Diana Liu
  Title: Chief Executive Officer