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 1822, 2010

RINO International Corporation

(Exact name of Registrant as specified in charter)

Nevada	0 - 52549	41 - 1508112
(State of Incorporation)	(Commission File No.)	(IRS Employer
		Identification Number)

11 Youquan Road, Zhanqian Street, Jinzhou District, Dalian, ~~People’s Republic of China 116100 (Address of principal executive offices) (Zip Code)~~

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 43.0201 NOTICE ~~NON-RELIANCE~~OF ONDELISTING ~~PREVIOUSLY~~OR ~~ISSUED~~FAILURE ~~FINANCIAL~~TO ~~STATEMENTS~~SATISFY OR A ~~RELATED~~CONTINUED ~~AUDIT~~LISTING ~~REPORT~~RULE OR ~~COMPLETED~~STANDARD; ~~INTERIM~~TRANSFER ~~REVIEW.~~OF LISTING

On November 1829, 2010, ~~the Board of Directors (the “Board”) of~~ RINO International Corporation (the “~~Registrant~~Company”) areceived ~~Nevada corporation, concluded that previously~~a ~~issued~~letter ~~audited~~from ~~financial~~The ~~statements~~NASDAQ ofStock ~~the~~Market ~~Registrant~~(“NASDAQ”) ~~for~~stating ~~its~~that ~~fiscal~~based ~~years~~upon ~~ended~~its ~~December~~review ~~31,~~of ~~2008 and 2009, which were included in~~ the ~~Registrant’s~~Company ~~Annual Reports~~and onpursuant ~~Form~~to ~~10-K~~NASDAQ ~~for~~Listing ~~the~~Rules ~~fiscal years ended December 31~~5101, ~~2008~~5250(a)(1) and ~~2009~~ 5250(c)(1), ~~and previously~~the ~~issued~~staff ~~interim~~of ~~unaudited~~NASDAQ ~~financial~~believes ~~statements~~that ~~which~~the ~~were~~continued ~~included~~listing ~~in the~~of ~~Registrant~~the Company’s ~~Quarterly~~securities ~~Reports~~ on ~~Form~~NASDAQ ~~10-Q~~is ~~for the periods ended March 31, 2008 to September 30, 2009 should~~ no longer bewarranted ~~relied~~(the “NASDAQ onLetter”).1 ~~The Board~~NASDAQ ~~also~~stated ~~concluded~~ that ~~previously~~its ~~issued interim unaudited financial statements which were included in the Registrant~~staff’s ~~Quarterly~~determination ~~Reports~~was onbased ~~Form~~upon ~~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.~~following:

1. The ~~conclusion~~Company’s ofannouncement ~~the~~that ~~Board~~its ~~that~~previously ~~the~~filed financial ~~statements~~reports for ~~the above-described~~fiscal ~~periods should not be relied upon was based on statements made by the Registrant’s Chief Executive Officer~~2008, ~~Mr.~~2009 ~~Zou~~and ~~Dejun, after consultation with the Registrant’s Chief Accountant, who reported~~ year-to-date ~~the~~2010 ~~Board~~could ~~that~~no ~~the~~longer ~~Registrant~~be ~~did not~~relied ~~enter into two contracts for which it reported revenue during the Registrant’s 2008 and 2009 fiscal years.~~upon;

~~Three~~2. ofThe ~~the Registrant~~Company’s ~~Board~~admission ~~members,~~that ~~including~~it ~~the~~had ~~Chairman~~not ofentered ~~its~~into ~~Audit~~certain ~~Committee and~~previously ~~Chief Executive Officer, discussed the foregoing matters with the~~disclosed ~~Registrant’s~~contracts; ~~independent accountant on November 16~~ and ~~17, 2010.~~

3. The ~~Registrant~~Company’s ~~Board~~failure ~~has authorized its Audit Committee~~ to ~~take~~respond ~~all steps necessary~~ to ~~investigate~~ the ~~matters~~NASDAQ ~~set~~staff’s ~~forth~~request ~~above~~for ~~and~~additional information ~~other~~regarding allegations ~~of misstatements,~~raised ~~and~~by ~~address~~the ~~any~~Muddy ~~deficiencies found~~Waters, ~~including authorization to~~LLC ~~engage an outside law firm to conduct an independent investigation with the assistance of such other professionals as it may require~~report.

1 The ~~Board~~NASDAQ ~~meeting~~Letter ~~was~~stated ~~held~~that ~~with~~the ~~three~~statement ofby the ~~five~~Company’s ~~sitting~~independent ~~members~~auditors that astheir ~~the~~audit ~~other~~reports ~~two were~~for ~~unavailable. It~~2008 isand ~~anticipated~~2009 ~~that~~can ~~the~~no ~~other~~longer ~~two~~be ~~members~~relied upon ~~will~~constitutes ~~execute~~a ~~waivers~~violation ofby ~~notice~~the Company of ~~the~~NASDAQ ~~meeting~~Listing asRule ~~the~~5250(c)(1). ~~meeting~~The letter ~~was~~also ~~held~~states ~~without~~ that the ~~requisite~~Company’s ~~notice~~failure ~~due~~to respond to a letter from the ~~urgency~~NASDAQ ofstaff ~~the~~dated ~~matters~~November 17, 2010 constitutes a violation of ~~considered~~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

(c)

Exhibits

99.1	Press Release issued on December 2, 2010

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~~December 182, 2010

	(Registrant)

	RINO International Corporation

	By:	/s/ Zou Dejun
		Zou Dejun
		Chief Executive Officer

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