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) September 116, 2010

(~~August~~September 2610, 2010)

NEW ORIENTAL ENERGY & CHEMICAL CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-33470	20-1917956
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Xicheng Industrial Zone of Luoshan, Xinyang
Henan Province, The People’s Republic of China	464200

(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (86) 27 853 75701

(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 (see General Instruction A.2. below):

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

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

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

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On August 27, 2010, New Oriental Energy & Chemical Corp. (the “Company”) entered into Indebtedness Conversion Agreements with two former stockholders, Long Triumph Investments Limited and Intellect Goal Investments Limited, for the conversion of $700,000 and $739,899 of debt, respectively, into shares of common stock of the Company at a conversion rate of $1.00 per share. The converted debt consisted of advances made from time to time to pay expenses on behalf of the Company. The information in Item 3.02 below is included by reference herein.

The foregoing description of the principal terms of the Indebtedness Conversion Agreements with Long Triumph Investments Limited and Intellect Goal Investments Limited is a general description only, does not purport to be complete, and is qualified in its entirety by reference to the terms of the Indebtedness Conversion Agreements with Long Triumph Investments Limited and Intellect Goal Investments Limited attached hereto as Exhibits 10.1 and 10.2, respectively, which are incorporated herein by this reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~August~~September 2610, 2010, ~~the~~New ~~Company received~~Oriental ~~notification~~Energy ~~from~~& ~~the~~Chemical ~~NASDAQ~~Corp. ~~Listings Qualification Department~~ (the “~~NASDAQ~~Company”) ~~that for~~received ~~the~~a ~~previous~~notification 30letter stating ~~consecutive~~NASDAQ ~~business~~has ~~days,~~denied the ~~bid price of the~~ Company’s ~~common~~ ~~stock~~request ~~(the “Common Stock”) had closed below the minimum $1.00 per share requirement~~ for continued ~~inclusion~~listing on ~~the~~ The NASDAQ Capital Market ~~pursuant to NASDAQ Marketplace Rule 5550(a)(2)~~. ~~This notification has no effect on the listing of the Common Stock at this time.~~

NASDAQ stated in its letter that in accordance with NASDAQ Marketplace Rule 5810(c)(3)(A), the Company will be provided 180 calendar days, or until February 22, 2011, to regain compliance with the minimum bid price requirement. The NASDAQ letter also states that if, at any time before February 22, 2011, the bid price of the Common Stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, the NASDAQ staff will provide the Company with written notification that it has achieved compliance with the minimum bid price requirement.

IfAs ~~the~~previously ~~Company~~disclosed ~~does~~on ~~not~~July ~~regain~~9, ~~compliance~~2010 ~~with~~ the ~~minimum~~Company ~~bid~~received ~~price~~notification ~~requirement~~from bythat ~~February~~the ~~22,~~Company’s ~~2011, the~~stockholders’ ~~NASDAQ~~equity ~~staff~~of ~~will~~$1,225,480, ~~provide~~as reported in the Company’s ~~with~~Annual ~~written~~Report ~~notification~~on ~~that~~Form ~~the Common~~10-K ~~Stock~~for ~~will~~the befiscal ~~delisted~~year ~~from~~ended ~~the~~March ~~NASDAQ~~31, ~~Capital~~2010, ~~Market.~~did Atnot ~~that~~comply ~~time,~~with the ~~Company~~minimum ~~may~~stockholders’ ~~appeal~~equity ~~the~~requirement ~~delisting~~of ~~determination~~$2,500,000 tofor acontinued listing on The NASDAQ ~~Listings~~Capital ~~Qualifications~~Market ~~Panel~~ pursuant to ~~applicable~~ NASDAQ ~~rules.~~Listing ~~There~~Rule ~~can~~5550(b)(1). On August be27, no2010, ~~assurance~~as ~~that,~~provided ifin the ~~Company~~ ~~appeals~~NASDAQ Listing Rules, the Company submitted to NASDAQ ~~staff's~~a ~~determination,~~plan ~~such~~and ~~appeal~~timeline ~~would~~to ~~be successful~~achieve and sustain compliance.

The determination letter states that the Company’'s ~~press~~appeal ~~release~~of ~~dated~~the delisting ~~September~~determination 1must be made to a NASDAQ Listing Qualification Panel (the “Panel”) by submitting a hearing request on or before 4:00 p.m. Eastern Time on September 17, 2010 ~~with~~and ~~respect~~that toa hearing request will stay the ~~notification~~suspension ~~from~~of ~~NASDAQ~~the ~~described~~Company's securities ~~above~~and the filing of the Form 25-NSE pending the Panel's decision. The Company intends to timely submit a hearing request and to present its plan of compliance in ~~this~~support ~~Item~~of 3the Company's position at the hearing.01 The Company is currently ~~attached~~considering actions that may allow it to ~~this~~regain ~~Form~~compliance ~~8-K~~with asthe NASDAQ ~~Exhibit~~continued ~~99.1~~listing standards and ismaintain its NASDAQ listing. However, ~~incorporated~~there ~~herein~~can bybe ~~reference~~no assurances that the Panel will grant a request for a hearing or that the Company will be able to successfully argue in support of its position.

Item 3.02 Unregistered Sales of Equity Securities

On August 27, 2010, the Company entered into Indebtedness Conversion Agreements with two former stockholders of the Company, Long Triumph Investments Limited and Intellect Goal Investments Limited, pursuant to which the former stockholders agreed to convert loans to the Company of in the amount of $700,000 and $739,899 of debt, respectively, held by such former stockholder into shares of common stock of the Company at a conversion rate of $1.00 per share. The converted debt consisted of advances made from time to time to pay expenses on behalf of the Company. The consideration for the issuance of the shares of common stock of the Company is the cancellation of the debt owed by the Company to Long Triumph Investments Limited and Intellect Goal Investments Limited.

The shares of the Company’s common stock were issued to an accredited investors in reliance on exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder, and in reliance on similar exemptions under applicable state securities laws.

Item 8.01 Other Events

On August 27, 2010, the Company submitted to NASDAQ its response to the letter received from NASDAQ on July 6, 2010 regarding the company’s non-compliance with NASDAQ’s minimum shareholder equity requirement for continued listing on the NASDAQ Capital Market (the “Response Letter”). In the Response Letter the Company outlined the steps it is undertaking to achieve compliance with NASDAQ’s minimum shareholder equity requirement of $2,500,000, including the entry into the Indebtedness Conversion Agreements as described in Item 3.02 above. In addition, the Company informed NASDAQ that it is in the process of negotiating similar agreements for the conversion of additional loans to common stock at $1.00 per share and anticipates these agreements will be executed in the near future.

The Company prepared a pro forma balance sheet reflecting the change to the Company’s shareholder equity after giving effect to the loan conversions discussed above. A copy of the pro forma balance sheet submitted to NASDAQ is attached to this Form 8-K as Exhibit 99.2 and is incorporated herein by reference.

The Company also informed NASDAQ that it is pursuing additional approaches to meet the minimum shareholder equity requirement, including negotiating with the holder sof the Company’s warrants to lower the exercise price on the warrants from $2.00 to $1.00 to provide holders of the warrants an incentive to convert their warrants into common stock, discussions with management of the Company about providing their personal funds for additional paid-in capital, and discussions with holders of an additional RMB 70MM in loans about possible conversion of these loans into common stock.

The foregoing description of the response letter submitted by the Company to NASDAQ is a general description only, does not purport to be complete, and is qualified in its entirety by reference to the Response Letter attached hereto as Exhibit 99.3, which is incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Indebtedness Conversion Agreement, dated as of August 27, 2010, by and between New Oriental Energy & Chemical Corp. and Long Triumph Investments Limited.

10.2 Indebtedness Conversion Agreement, dated as of August 27, 2010, by and between New Oriental Energy & Chemical Corp. and Intellect Goal Investments Limited.

99.1 Press Release of New Oriental Energy & Chemical Corp., dated September 1, 2010.

99.2 Pro Forma Balance Sheet of New Oriental Energy & Chemical Corp. as of June 30, 2010.

99.3 Letter dated August 27, 2010 from New Oriental energy & Chemical Corp. to the NASDAQ Stock Market (without attachments).

SIGNATURE

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.

Dated: September 116, 2010

NEW ORIENTAL ENERGY & CHEMICAL CORP. By: /s/ Donglai Li Name: Donglai Li Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
10.1		Indebtedness Conversion Agreement, dated as of August 27, 2010, by and between New Oriental Energy & Chemical Corp. and Long Triumph Investments Limited.
10.2		Indebtedness Conversion Agreement, dated as of August 27, 2010, by and between New Oriental Energy & Chemical Corp. and Intellect Goal Investments Limited.
99.1		Press Release of New Oriental Energy & Chemical Corp., dated September 1, 2010.
99.2		Pro Forma Balance Sheet of New Oriental Energy & Chemical Corp. as of June 30, 2010.
99.3		Letter dated August 27, 2010 from New Oriental energy & Chemical Corp. to the NASDAQ Stock Market (without attachments).

Filing Compare · New Oriental Energy & Chemical Corp.