SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 2

x	Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the fiscal year ended December 31, 2009

¨	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Commission file number 0-52549

RINO International Corporation

(Exact name of registrant as specified in its charter)

Nevada		41-1508112
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

11 Youquan Road, Zhanqian Street, Jinzhou District

Dalian, China 116100

(Address of principal executive offices)

00186 411 8766 1222

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered

Common stock, par value $.0001 per share	NASDAQ Global Market

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant (assuming for these purposes, but without conceding, that all executive officers and directors and 10% stockholders are “affiliates” of the Registrant) as of June 30, 2009 (based on the closing sale price on such date of the Registrant’s common stock, on the Over-the-Counter Bulletin Board as reported on Yahoo Finance) was $70,469,791.

As of March 31, 2010, there were 28,603,321 shares of common stock of the registrant, par value 0.0001 per share issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

Explanatory Note

This Annual Report on Form 10-K/A, Amendment No. 2 (“Amendment No. 2”) is being filed by the registrant solely to amend Part IV, Item 15 (Exhibits and Financial Statement Schedules) of the Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 31, 2010 add Exhibit 23.2 and to file herewith such Exhibit 23.2.

Except as described in the above, no other provisions of the Annual Report on Form 10-K are being amended.

Part IV

Item 15. Exhibits and Financial Statement Schedules.

23.2	Consent of Global Law Office*

* Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused

this report to be signed on October 29, 2010 on its behalf by the undersigned, thereunto duly authorized.

RINO INTERNATIONAL CORPORATION

By	/s/ Zou Dejun
	Zou Dejun
	Chief Executive Officer (Principal Executive Officer)

By	/s/ Ben Wang
	Ben Wang
	Chief Financial Officer (Principal Financial Officer)

By	/s/Yu Li
	Yu Li
	Chief Accounting Officer (Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE

/s/ Zou Dejun	Director	October 29, 2010
Zou Dejun

/s/ Qiu Jianping	Chairman of the Board	October 29, 2010
Qiu Jianping

/s/ Zejin Li	Director	October 29, 2010
Zejin Li

/s/ Quan Xie	Director	October 29, 2010
Quan Xie

/s/ Kennith Johnson	Director	October 29, 2010
Kennith Johnson

RINO International CORP 10-K/A