UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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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 18, 2010
RINO
International Corporation
(Exact
name of Registrant as specified in charter)
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 Identification Number)
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11
Youquan Road, Zhanqian Street, Jinzhou District, Dalian,
People’s
Republic of China 116100
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(Address
of principal executive offices)
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(Zip
Code)
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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
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Written
communications pursuant to Rule 425 under the Securities Act
(17CFR230.425)
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o
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Soliciting
material pursuant to Rule14a-12 under the Exchange
Act(17CFR240.14a12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the
Exchange Act
(17CFR240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR240.13e-4(c))
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ITEM
4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT
REPORT OR COMPLETED INTERIM REVIEW.
On
November 18, 2010, the Board of Directors (the “Board”) of RINO International
Corporation (the “Registrant”) a Nevada corporation, concluded that previously
issued audited financial statements of the Registrant for its fiscal years ended
December 31, 2008 and 2009, which were included in the Registrant’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 Registrant’s Quarterly Reports on Form 10-Q for the periods ended March 31,
2008 to September 30, 2009
should no longer be relied
on.
1
The
Board also concluded that previously issued interim unaudited financial
statements which were included in the Registrant’s Quarterly Reports on Form
10-Q for the periods March 31, 2010, June 30, 2010 and September 30, 2010 should
no longer be relied on inasmuch as such financial statements incorporate results
from 2008 and 2009.
The
conclusion of the Board that the financial statements for the above-described
periods should not be relied upon was based on statements made by the
Registrant’s Chief Executive Officer, Mr. Zou Dejun, after consultation with the
Registrant’s Chief Accountant, who reported to the Board that the Registrant did
not enter into two contracts for which it reported revenue during the
Registrant’s 2008 and 2009 fiscal years.
Three of
the Registrant’s Board members, including the Chairman of its Audit Committee
and Chief Executive Officer, discussed the foregoing matters with the
Registrant’s independent accountant on November 16 and 17, 2010.
The
Registrant’s Board has authorized its Audit Committee to take all steps
necessary to investigate the matters set forth above and other allegations of
misstatements, and address any deficiencies found, including authorization to
engage an outside law firm to conduct an independent investigation with the
assistance of such other professionals as it may require.
1
The
Board meeting was held with three of the five sitting members as the other two
were unavailable. It is anticipated that the other two members
will execute waivers of notice of the meeting as the meeting was held without
the requisite notice due to the urgency of the matters
considered.
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:
November 18, 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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