UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): November 22, 2010
RINO
International Corporation
(Exact
name of Registrant as specified in charter)
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Nevada
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0 - 52549
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41 - 1508112
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(State
of Incorporation)
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(Commission
File No.)
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(IRS
Employer
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Identification
Number)
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11
Youquan Road, Zhanqian Street, Jinzhou District, Dalian,
People’s
Republic of China 116100
(Address
of principal executive
offices) (Zip
Code)
Registrant's
telephone number, including area code:
(011)-86-411-87661222
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act
(17CFR230.425)
o
Soliciting
material pursuant to Rule14a-12 under the Exchange Act
(17CFR240.14a12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17CFR240.13e-4(c))
ITEM
3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING
RULE OR STANDARD; TRANSFER OF LISTING
On
November 29, 2010 RINO International Corporation (the “Company”) received a
letter from The NASDAQ Stock Market (“NASDAQ”) stating that based upon its
review of the Company and pursuant to NASDAQ Listing Rules 5101, 5250(a)(1) and
5250(c)(1), the staff of NASDAQ believes that the continued listing of the
Company’s securities on NASDAQ is no longer warranted (the “NASDAQ
Letter”). NASDAQ stated that its staff’s determination was based upon
the following:
1. The
Company’s announcement that its previously filed financial reports for fiscal
2008, 2009 and year-to-date 2010 could no longer be relied upon;
2. The
Company’s admission that it had not entered into certain previously disclosed
contracts; and
3. The
Company’s failure to respond to the NASDAQ staff’s request for additional
information regarding allegations raised by the Muddy Waters, LLC
report.
The
NASDAQ Letter stated that the statement by the Company’s independent auditors
that their audit reports for 2008 and 2009 can no longer be relied upon
constitutes a violation by the Company of NASDAQ Listing Rule 5250(c)(1). The
letter also states that the Company’s failure to respond to a letter
from the NASDAQ staff dated November 17, 2010 constitutes a violation of
NASDAQ Listing Rule 5250(a).
The
NASDAQ Letter further notified the Company that unless the Company requests an
appeal of the NASDAQ staff’s determination, trading of the Company’s common
stock will be suspended at the opening of business on December 8, 2010 and a
Form 25-NSE will be filed by NASDAQ with the SEC, which will remove the
Company’s securities from listing and registration on NASDAQ.
On
November 22, 2010 all of the directors of the Company signed a Unanimous Written
Consent of the Board of Directors in which, among other things, the directors
(a) ratified the determination of three of the directors participating in a
November 18, 2010 telephone conference call that previously issued audited
financial statements of the Company for its fiscal years ended December 31, 2008
and 2009, which were included in the Company’s Annual Reports on Form 10-K for
the fiscal years ended December 31, 2008 and 2009, and previously issued interim
unaudited financial statements which were included in the Company’s Quarterly
Reports on Form 10-Q for the periods ended March 31, 2008 to September 30, 2010
should no longer be relied on and (b) delegated to the Audit Committee of the
Board of Directors of the Company and authorized the Audit Committee and any one
or more persons authorized by the Audit Committee, in each case at the sole
expense of the Company, to take all actions which are necessary or desirable in
the sole discretion of the Audit Committee, to investigate the allegations
contained in the Muddy Waters, LLC report and the Auditor’s Letter and any
further facts or allegations concerning the Company and its
directors, officers, management and/or employees as may arise in connection with
such independent investigation (collectively, the “Investigation”), and
authorized the Audit Committee to retain counsel for the Audit Committee and
separate counsel for the Chairman of the Audit Committee, as well as one or more
firms of accountants, forensics accountants and other professionals to assist in
the Investigation.
The
Company does not intend to appeal the NASDAQ staff’s determination to delist the
Company’s common stock. Pending the delisting of the Company’s common stock,
which is expected to occur on December 8, 2010, the suspension of trading in the
Company’s common stock, which commenced on November 17, 2010, remains in effect.
However, the Company currently intends to re-apply for a listing of its common
stock on NASDAQ at an appropriate time after (a) the completion of the
Investigation, (b) the filing of restated financial statements of the
Company for its fiscal years ended December 31, 2008 and 2009 and for the
quarterly periods included in the Company’s Quarterly Reports on Form 10-Q for
the periods ended March 31, 2008 to September 30, 2010 and (c) the Company’s
satisfaction of all other listing criteria.
On
December 2, 2010, the Company issued a press release regarding the matters
described in this Item 3.01. The complete text of the press release
is attached hereto as Exhibit 99.1.
ITEM
8.01 OTHER EVENTS.
The
Company has been notified by the Staff of the Securities and Exchange Commission
(the “SEC”) that it is conducting a formal investigation relating to the
Company’s financial reporting and compliance with the Foreign Corrupt Practices
Act for the period January 1, 2008 through the present. The Company is
cooperating with the SEC’s investigation. It is not possible to
predict the outcome of the investigation, including whether or when any
proceedings might be initiated, when these matters may be resolved or what if
any penalties or other remedies may be imposed.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
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99.1
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Press
Release issued on December 2, 2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this Current Report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date:
December 2, 2010
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(Registrant)
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RINO International
Corporation
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By:
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/s/
Zou Dejun
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Zou
Dejun
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Chief
Executive Officer
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RINO (CE) (USOTC:RINO)
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