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): ~~April~~November 2717, 2010

RINO International Corporation

(Exact name of Registrant as specified in charter)

Nevada	0 - 52549	041 -~~52549~~ 1508112	~~26-4551943~~
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
(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)

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.~~14a-12~~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~~ITEM 54.02~~. Departure~~ ofNON-RELIANCE ~~Directors~~ON orPREVIOUSLY ~~Principal~~ISSUED ~~Officers;~~FINANCIAL ~~Election~~STATEMENTS ~~of Directors,~~OR ~~Appointment~~A ofRELATED ~~Certain~~AUDIT REPORT ~~Officers;~~OR ~~Compensatory~~COMPLETED ~~Arrangements~~INTERIM ~~of Certain Officers~~REVIEW.

~~Effective~~On ~~on April~~November 2717, 2010 Frazer Frost, LLP, the ~~Chief~~independent ~~Financial~~auditors ~~Officer~~ of ~~Rino International~~RINO International Corporation. (the “~~Company~~Registrant”), Yidelivered ~~(Jenny)~~a ~~Liu,~~letter ~~resigned~~(the ~~as Chief Financial~~“Auditor’s ~~Officer~~Letter”) ofto the ~~Company. There~~Registrant ~~were~~and noeach ~~disagreements~~of ~~between~~its Msdirectors. ~~Liu~~ ~~and~~The ~~the Company on any matter relating to the Company~~Auditor’s ~~operations, policies~~Letter orstates ~~practices that resulted~~ in ~~her resignation as Chief Financial Officer of the Company.~~part:

~~The~~“In ~~Board~~a telephone conversation on November 16, 2010, Mr. Zou Dejun, the ofChief ~~Directors~~Executive Officer of the Company, ~~appointed~~informed ~~Ben~~Ms. ~~Wang~~Susan toWoo ~~serve~~of our firm, in substance, that as to the ~~Chief Financial~~six ~~Officer~~RINO customer contracts discussed in the recent report of Muddy Waters LLC, the Company ~~effective~~did onnot ~~April~~in 27fact enter into two of the six purported contracts, ~~2010~~and a third contract among the six was explainable. When Ms. Woo inquired about the Company’s other contracts, Mr. Zou said he was ~~Wang~~not ~~has~~sure, nobut ~~family~~there ~~relationships~~might be problems with ~~any~~20 of- ~~the~~40% ~~executive~~of ~~officers~~them. orAssuming ~~directors~~that these ofstatements ~~the~~were ~~Company. There~~reasonably ~~were~~accurate, noit ~~arrangements~~appears orthat ~~understandings~~our ~~between~~reports would have been ~~Mr.~~affected ~~Wang~~if ~~and~~this ~~any~~information ~~other~~had ~~person~~been ~~pursuant~~known to ~~which~~us ~~she~~at ~~was~~the ~~selected~~date asof ~~Chief~~our reports, ~~Financial~~although ~~Officer. There~~the ~~have~~effect ~~been~~on nothe ~~related~~financial ~~party~~statements ~~transactions~~is currently unknown and cannot be quantified without a thorough investigation. We further note that in a conversation the ~~past~~following ~~two~~day, ~~years~~November in17, ~~which~~2010, involving Ms. Woo, several directors of the Company, orCompany ~~any~~counsel, ofand ~~its~~Mr. ~~subsidiaries~~Zou, Mr. Zou stated that he was ornot issure the day before and went back to be alook ~~party~~into some things, inand ~~which~~found that ~~Mr.~~apart ~~Wang~~from ~~had,~~the ortwo ~~will~~problematic ~~have~~contracts, aall ~~direct~~other orcontracts ~~indirect material~~are ~~interest~~legitimate and can be verified.

~~Mr. Wang,~~The ~~age~~auditing ~~37,~~standards ~~was Chief Financial Officer~~ of ~~China~~the ~~Prosperous~~Public ~~Clean~~Company ~~Energy~~Accounting ~~Co.,~~Oversight ~~Ltd.,~~Board provide anprocedures ~~OTCBB~~to ~~listed~~be ~~company~~followed ~~engaged~~by inan ~~the~~auditor ~~sale~~to ofprevent ~~liquefied~~continued ~~petroleum~~reliance ~~natural~~on ~~gas,~~audit ~~from~~reports ~~February~~in ~~2009~~such ~~to April 2010~~circumstances. ~~From~~In ~~April~~view ~~2007~~of tothe ~~February~~information ~~2009~~provided heby ~~was~~Mr. ~~Chief~~Zou ~~Financial~~Dejun, ~~Officer~~we ofhereby ~~New~~advise ~~Oriental~~the ~~Energy~~Company &to ~~Chemical~~promptly ~~Co.,~~notify ~~Ltd.,~~any aperson ~~NASDAQ Global~~or ~~Market~~entity ~~listed~~that is ~~company~~known ~~engaging~~to inbe ~~the~~relying ~~sale~~upon ofor ~~alternative~~is ~~energy products.~~likely ~~From May 2006~~ to ~~April~~rely ~~2007~~upon heour ~~was~~audit anreport(s) ~~equity research analyst~~ for ~~Brean~~the ~~Murray~~periods ~~Carret~~ended ~~Co.,~~December ~~Ltd.~~31, an2008 ~~investment~~and ~~banking~~December ~~firm.~~31, ~~From~~2009 ~~April~~and ~~2005~~reviewed toquarterly ~~May~~financial ~~2006~~statements ~~he was an associate in Risk Solutions Consulting~~ for ~~Standard~~periods ~~& Poor’s.~~between ~~Mr.~~March ~~Wang~~31, ~~has~~2008 ato ~~B.E.~~September in30, ~~electronic engineering from University of~~2010 ~~Electronic~~that ~~Science~~they should &no ~~Technology~~longer ofbe ~~China~~relied upon, anand ~~M.E.~~that inrevised ~~electrical engineering~~financial ~~from~~statements ~~Tsinghua University in Beijing, PRC~~ and arevised ~~Ph.D~~auditor's ~~from~~report(s) ~~the~~will ~~Department~~be ~~of Decisions,~~issued ~~Risk~~upon &completion ~~Operations Management~~ of ~~Columbia Business School, New~~an ~~York, New York~~investigation.”

On November ~~May~~17, 32010 certain members of the Board of Directors, including Kennith ~~2009~~Johnson, the ~~Company~~Chairman ~~issued~~of athe ~~press~~Audit ~~release~~Committee, ~~relating~~Jianping toQiu, the ~~resignation~~Chairman of Msthe Board ~~Liu~~of Directors, and Mr. Zou Dejun participated in a conference call with Ms. asSusan ~~Chief~~Woo, ~~Financial~~a ~~Officer~~partner of Frazer Frost, LLP in which the ~~appointment~~foregoing ofstatements Mrwere discussed. ~~Wang~~The astwo ~~Chief~~other ~~Financial~~members of the Board were not available because they ~~Officer~~were traveling and ~~several~~therefore ~~other~~the ~~personnel~~Board ~~changes~~of Directors could not take any formal action regarding the matters discussed in the Auditor’s Letter. AThe ~~copy~~Registrant intends to have a telephonic meeting of ~~that~~the ~~release~~Board isof ~~filed~~Directors to further ~~herewith~~discuss such matters and related matters as ~~Exhibit~~soon 99as all of the members of the Board of Directors are available.1.

Item 9.01. Financial Statements and Exhibits.

99.1 Press Release dated May 3, 2010

SIGNATURES

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

	RINO International Corporation
Date: May 3, 2010	By :	/s/ Dejun Zou
		Name: Dejun Zou
		Title: Chief Executive Officer

Date: November 18, 2010

	(Registrant)

	RINO International Corporation

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

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