UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest reported): ~~April~~May 18, 2011

CAVICO CORP.

(Exact name of registrant as specified in charter)

Delaware	0-52870	20-4863704
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer
Incorporation or Organization)		Identification No.)

17011 Beach Blvd., Suite 1230,

Huntington Beach, California 92647

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (714) 843-5456

Copies to:

Gregory Sichenzia, Esq.

Peter DiChiara, Esq.

~~Sichenzia~~RICHARDSON ~~Ross~~& ~~Friedman~~PATEL ~~Ference~~ LLP

61750 ~~Broadway~~Third Avenue, ~~32nd~~9th Floor

New York, New York ~~10006~~10017

Phone: (~~212~~646) ~~930~~755-~~9700~~7391

Fax: (~~212~~917) ~~930~~591-~~9725~~6898

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 (see General Instruction A.2. below):

~~Written~~oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Soliciting~~oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Pre~~oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

Item 35.0102 Departure ~~Notice~~ of ~~Delisting~~Directors or ~~Failure~~Certain toOfficers; ~~Satisfy~~Election aof ~~Continued~~Directors; ~~Listing~~Appointment ~~Rule~~of orCertain ~~Standard~~Officers; ~~Transfer~~Compensatory Arrangements of ~~Listing~~Certain Officers.

On ~~April~~May 18, 2011, ~~Cavico~~we ~~Corp~~were notified that Mr. Leonard Hecht, a member of our Board of Directors (the “~~Company~~Board”), ~~received~~had ~~notice~~passed ~~from~~away ~~The~~on ~~NASDAQ~~May ~~Stock~~17, ~~Market~~2011. ~~(“NASDAQ”)~~Mr. ~~stating~~Hecht was one of four members of our Board that ~~the~~had ~~Company~~been isdetermined ~~not~~to inbe ~~compliance~~independent, ~~with~~as ~~Listing~~defined in Rule ~~5250~~5605(ca)(12) ~~for~~of ~~continued~~the ~~listing~~NASDAQ ~~due~~Listing toRules. Rule ~~the~~5605(b)(1) ~~fact~~of ~~that~~the itNASDAQ ~~was~~Listing ~~not~~Rules, ~~able~~ to ~~file~~which ~~with~~we ~~the~~are ~~Securities~~subject, ~~and~~requires ~~Exchange~~that ~~Commission~~a ~~its~~majority ~~Form~~of ~~10-K for~~ the ~~year~~members ~~ended~~of ~~December~~our ~~31,~~Board ~~2010~~are byindependent. ~~the due date~~Mr. ~~The~~ ~~notification~~Hecht’s ~~has~~death noresulted ~~immediate~~in ~~effect~~a onsix ~~the~~member ~~listing~~Board orwith ~~trading~~only ofthree ~~the~~independent ~~Company’s~~members, ~~common~~thus ~~stock~~not onhaving ~~the~~that ~~NASDAQ~~required ~~Capital Market~~majority.

~~The~~In ~~Company~~order ~~has~~for ~~until~~us ~~June~~to 17remain in compliance with NASDAQ Listing Rules, on May 23, 2011, toMr. ~~submit~~Timothy aPham ~~plan~~informed tous ~~regain~~of ~~compliance~~his voluntary resignation from our Board, effective immediately. Mr. Pham’s resignation resulted in a five member Board with ~~respect~~three independent members, thus having the required majority of independent members. Mr. Pham will continue to ~~its~~be ~~delinquent~~our ~~periodic~~Vice ~~reports,~~President and ifwill ~~NASDAQ~~be ~~accepts~~considered ~~the~~for ~~Company’s~~reinstatement ~~plan,~~to itthe ~~can~~Board ~~grant~~in the event an ~~exception~~additional ofmember upis elected to ~~180~~the ~~calendar~~Board ~~days~~who ~~from~~meets the ~~Form~~independence ~~10-K~~requirements ~~due~~set ~~date~~forth toin ~~regain~~Rule ~~compliance~~5605(a)(2) of the NASDAQ Listing Rules.

The Company issued a press release on April 19, 2011, disclosing its receipt of the NASDAQ letter. A copy of the press release is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release issued by the Company on April 19, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CAVICO CORP.
Date: April 22, 2011	By:	/s/ Timothy Dac Pham
Date: May 24, 2011	By:	/s/ Ha Quang Bui
		Timothy Dac Pham
		Ha Quang Bui
		Vice President
		Chairman of the Board, President and Chief Executive Officer

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