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): July 5, 2011 (June 28,
2011)
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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001-34512
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87-0569467
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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301
Hailong Street
Hanting
District, Weifang, Shandong Province
The
People’s Republic of China
(Address
of principal executive offices, including zip code)
(86)
536 736 3688
(Registrant’s
telephone number, including area code)
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing
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On June
28, 2011, Yuhe International, Inc. (the “Company”) received a letter from the
Listing Qualifications Department of The NASDAQ Stock Market LLC (“Nasdaq”)
stating that based on the review of public documents and information provided by
the Company, Nasdaq determined that the continued listing of the Company’s
securities on Nasdaq is no longer warranted. The Nasdaq letter cited the
following criteria as the reasons for the determination:
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1)
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public
interest concerns under Nasdaq Listing Rule 5101
regarding:
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a.
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false
public disclosures, which persisted for well over a year, related to the
Company’s purported acquisition of 13 breeder farms from Weifang Dajiang
(“Dajiang Acquisition”);
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b.
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the
diversion and misappropriation of corporate funds by the Company’s
Chairman and Chief Executive Officer (“CEO”), Zhentao Gao, ostensibly
intended for the purported acquisition, into accounts over which he had
control, all without the knowledge of the Company’s Board of Directors
(“Board”) or its Chief Financial Officer
(“CFO”);
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c.
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the
resignation of the Company’s independent auditor, Child, Van Wagoner &
Bradshaw, PLLC (“Child, Van Wagoner”), on June 17, 2011, and the
withdrawal of its report on the financial statements of the Company for
the year ended December 31, 2010;
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d.
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the
Company’s deliberate failure to make truthful public disclosures of
material information because of management’s belief that truthful
disclosure would have had a negative impact on the price of the Company’s
common stock;
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e.
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the
Company’s failure to conduct a credible investigation into the misconduct
described above, as evidenced by the fact that the CEO and Chief
Accounting Officer (“CAO”), each of whom has been implicated in serious
wrongdoing, remain employed, continue to have full access to their
computers and files and perform their daily
functions;
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f.
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the
lack of adequate internal controls related to disclosure and financial
reporting, as evidenced by the fact that the CEO and CAO were successfully
able to perpetuate the lengthy course of misconduct described above;
and
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2)
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as
a result of Child, Van Wagoner’s actions, the Company is now delinquent in
filing its 2010 Form 10-K and its first quarter 2011 Form 10-Q and
accordingly the Company no longer complies with Listing Rule
5250(c)(1).
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The
delisting determination letter further advises the Company that trading of
Company’s common stock will be suspended at the opening of business on
July 7, 2011 unless it requests a hearing before a Nasdaq Listing
Qualifications Hearing Panel to appeal the proposed delisting. The Company
intends to appeal the staff determination to a Nasdaq Listing Qualifications
Panel (the “Panel”); however, there can be no assurance that the Panel will
grant the Company’s request for continued listing.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Yuhe
International, Inc.
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By:
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/s/
Gang Hu
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Gang
Hu
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Chief
Financial Officer
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