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 1630, 2010

(September 1028, 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 31.01. ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~ ~~Listing~~Material ~~Rule or Standard; Transfer of Listing.~~Definitive Agreement

On September 1028, 2010, New Oriental Energy & Chemical Corp. (the “Company”) entered ~~received~~into Indebtedness Conversion Agreements with each of Chen Siqiang, Mai Xiaofu, Wang Guiquan, Zhou Dianchang, Yu Zhiyang and Yang Hongtao (collectively, the “Holders”) for the conversion of $938,496, $221,239, $132,743, $73,746, $54,351 and $54,351 of debt, respectively, into shares of common stock of the Company at a ~~notification~~conversion ~~letter~~rate of $1.00 per share. The converted debt ~~stating~~consisted ~~NASDAQ~~of ~~has~~loans ~~denied~~used to fund the construction of the Company’s ~~request~~methanol production ~~for~~facility. The ~~continued~~information ~~listing~~in onItem ~~The~~3.02 below is included ~~NASDAQ~~by ~~Capital~~reference ~~Market~~herein.

The foregoing description of the principal terms of the Indebtedness Conversion Agreements with the Holders 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 the Holders attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 respectively, which are incorporated herein by this reference.

~~As previously disclosed on July 9,~~Item ~~2010~~3.02 Unregistered ~~the~~Sales ~~Company received notification from that the Company’s stockholders’ equity~~ of ~~$1,225,480, as reported in the Company’s Annual Report on Form 10-K~~Equity for the fiscal year ended March 31, 2010, did not comply with the minimum stockholders’ equity requirement of $2,500,000 for continued listing on The NASDAQ Capital Market pursuant to NASDAQ Listing Rule 5550(b)(1). On August 27, 2010, as provided in the NASDAQ Listing Rules, the Company submitted to NASDAQ a plan and timeline to achieve and sustain compliance.Securities

~~The~~On ~~determination~~September ~~letter~~28, ~~states~~2010, ~~that~~ the Company's ~~appeal~~entered ofinto ~~the~~Indebtedness ~~delisting~~Conversion Agreements ~~determination~~with ~~must~~the beHolders, ~~made~~pursuant to awhich ~~NASDAQ~~the ~~Listing~~Holders ~~Qualification~~agreed ~~Panel~~to ~~(the~~convert ~~“Panel”) by~~loans ~~submitting~~to athe Company ~~hearing~~in ~~request~~the onamount orof ~~before~~$938,496, ~~4:00~~$221,239, ~~p.m.~~$132,743, ~~Eastern~~$73,746, ~~Time~~$54,351 ~~on September~~and 17$54,351 ~~2010~~of ~~and~~debt, ~~that~~respectively, aheld ~~hearing~~by ~~request~~each ~~will~~Holder ~~stay~~into ~~the~~shares ~~suspension~~ of ~~the~~common ~~Company's~~stock ~~securities~~of ~~and~~ the ~~filing~~Company ofat ~~the~~a ~~Form~~conversion ~~25-NSE~~rate ~~pending~~of ~~the~~$1.00 ~~Panel's~~per ~~decision~~share. The converted ~~Company~~debt ~~intends~~consisted toof ~~timely~~loans ~~submit~~used ~~a hearing request and~~ to ~~present~~fund ~~its~~the ~~plan~~construction of ~~compliance~~ ~~in support of~~ the Company'’s ~~position~~methanol production ~~at the hearing~~facility. The ~~Company~~consideration ~~is currently~~for ~~considering~~the ~~actions~~issuance ~~that~~of ~~may allow it to regain compliance with~~ the ~~NASDAQ~~ ~~continued listing standards and maintain its NASDAQ listing. However,~~shares ~~there~~of ~~can~~common bestock noof ~~assurances that~~ the ~~Panel~~Company ~~will~~is ~~grant~~the acancellation ~~request~~of ~~for a hearing or that~~ the ~~Company~~debt ~~will~~owed beby ~~able to successfully argue in support of its~~the ~~position~~Holders.

The shares of the Company’s common stock were issued to 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 September 30, 2010, the Company issued a press release regarding its entry into the conversion agreements with the Holders as described above. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1

Indebtedness Conversion Agreement, dated as of September 28, 2010, by and between New Oriental Energy & Chemical Corp. and Chen Siqiang.

10.2

Indebtedness Conversion Agreement, dated as of September 28, 2010, by and between New Oriental Energy & Chemical Corp. and Mai Xiaofu.

10.3

Indebtedness Conversion Agreement, dated as of September 28, 2010, by and between New Oriental Energy & Chemical Corp. and Wang Guiquan.

10.4

Indebtedness Conversion Agreement, dated as of September 28, 2010, by and between New Oriental Energy & Chemical Corp. and Zhou Dianchang.

10.5

Indebtedness Conversion Agreement, dated as of September 28, 2010, by and between New Oriental Energy & Chemical Corp. and Yu Zhiyang.

10.6

Indebtedness Conversion Agreement, dated as of September 28, 2010, by and between New Oriental Energy & Chemical Corp. and Yang Hongtao.

99.1

Press Release of New Oriental Energy & Chemical Corp., dated September 30, 2010.

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 16 30, 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 September 28, 2010, by and between New Oriental Energy & Chemical Corp. and Chen Siqiang.

10.2		Indebtedness Conversion Agreement, dated as of September 28, 2010, by and between New Oriental Energy & Chemical Corp. and Mai Xiaofu.

10.3		Indebtedness Conversion Agreement, dated as of September 28, 2010, by and between New Oriental Energy & Chemical Corp. and Wang Guiquan.

10.4		Indebtedness Conversion Agreement, dated as of September 28, 2010, by and between New Oriental Energy & Chemical Corp. and Zhou Dianchang.

10.5		Indebtedness Conversion Agreement, dated as of September 28, 2010, by and between New Oriental Energy & Chemical Corp. and Yu Zhiyang.

10.6		Indebtedness Conversion Agreement, dated as of September 28, 2010, by and between New Oriental Energy & Chemical Corp. and Yang Hongtao.

99.1		Press Release of New Oriental Energy & Chemical Corp., dated September 30, 2010.

Filing Compare · New Oriental Energy & Chemical Corp.