UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OFof ~~THE~~the

~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

~~_____________________________~~Date of Report (Date of earliest event reported) March 24, 2011

~~Date of Report~~ (~~Date~~March ~~of earliest event reported) December 16~~11, ~~2010~~2011)

(December 14, 2010)

NEW ORIENTAL ENERGY & CHEMICAL CORP.

(Exact name of registrant as specified in its charter)

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

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

Xicheng Industrial Zone of Luoshan, Xinyang

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

(Address of principal executive offices)	(Zip Code)

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))

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

On March 11, 2011, New Oriental Energy & Chemical Corp. (the “Company”) received a notification letter from the NASDAQ Stock Market stating that the Company had failed to pay certain fees in violation of NASDAQ Listing Rule 5210(d) and that the Company would be subject to delisting procedures if the outstanding fees were not paid in full. The notification letter indicated that the Company could appeal the delisting determination no later than March 18, 2011. The notification letter also indicated that the Company needed to publicly disclose receipt of the notification letter within four (4) days. The Company failed to timely disclose receipt and trading of the Company’s common stock on the NASDAQ Capital Market was halted on March 18, 2011.

On March 22, 2011, the Company received another notification letter from NASDAQ indicating that the Company had failed to appeal the previous delisting determination and that the Company’s common stock would be suspended effective as of March 23, 2011.

On March 24, 2011, the Company paid the outstanding fees to NASDAQ and requested that the delisting determination be reconsidered. The Company is awaiting a response from NASDAQ on its request for reconsideration.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 15, 2011 Mr. Howard S. Barth submitted his resignation as Director and Audit Committee Chairman from the Company’s Board of Directors effective immediately. In submitting his resignation, Mr. Barth did not cite any material disagreements with respect to the Company or its Board of Directors with respect to the Company’s operations or public disclosures.

Item 8.01 Other Events.

AsOn ~~previously~~March ~~disclosed on July 9~~23, ~~2010,~~2011 the Company ~~received~~adjourned ~~notification~~its ~~from~~annual ~~NASDAQ~~meeting ~~that the Company’s stockholders’ equity~~ of ~~$1,225,480,~~shareholders asto ~~reported in the Company’s Annual Report on Form 10-K for the fiscal year ended~~ March 31, ~~2010,~~2011 ~~did~~at ~~not~~9 ~~comply~~am ~~with~~EDT at the ~~minimum~~offices ~~stockholders’~~of ~~equity~~K&L ~~requirement~~Gates ~~of $2~~LLP,~~500,000~~ ~~for~~599 ~~continued~~Lexington ~~listing~~Avenue, onNew ~~The~~York, ~~NASDAQ~~NY ~~Capital~~10222 ~~Market~~for ~~pursuant~~additional time to ~~NASDAQ~~achieve ~~Listing~~a ~~Rule 5550(b)(1)~~quorum. OnNo ~~August~~other ~~27,~~business ~~2010,~~was asconducted ~~provided~~at in the ~~NASDAQ~~meeting ~~Listing~~prior ~~Rules,~~to the ~~Company submitted to NASDAQ a plan and timeline to achieve and sustain compliance~~adjournment.

AsOn ~~previously~~March ~~disclosed on September 16~~24, ~~2010,~~2011 the Company ~~received~~issued a ~~determination~~press ~~letter~~release ~~stating~~concerning ~~that~~the ~~NASDAQ~~adjournment ~~had~~of ~~denied~~ the ~~Company’s~~annual ~~request~~meeting ~~for~~and ~~continued~~the ~~listing on The~~ NASDAQ ~~Capital~~notice ~~Market. The~~of ~~determination letter stated that the Company could appeal the~~ delisting, ~~determination~~along bywith ~~requesting~~other amatters. A ~~hearing~~copy ~~and~~of ~~presenting~~that ~~its~~press ~~plan~~release ofis ~~compliance~~attached athereto ~~such~~as ~~hearing~~Exhibit 99.1.

The Company appealed the delisting determination and subsequently presented its plan of compliance at a hearing with NASDAQ. Following the hearing, the Company provided additional information at the request of NASDAQ in support of its plan of compliance.

On December 14, 2010, the Company received a determination letter stating that NASDAQ has granted the Company’s request to remain listed on The NASDAQ Capital Market. NASDAQ also invoked its authority under Listing Rule 5815(d)(4)(A) to impose a Hearings Panel Monitor to monitor the Company’s continued compliance with the stockholders’ equity rule through December 15, 2011.

On December 16, 2010, the Company issued a press release regarding the determination letter from NASDAQ described above. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release of New Oriental Energy & Chemical Corp., dated ~~December~~March 1624, ~~2010~~2011.

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: ~~December~~March 1624, ~~2010~~2011

	NEW ORIENTAL ENERGY & CHEMICAL CORP.

	By:	/s/ Donglai Li
		Name: Donglai Li
		Title: Chief Financial Officer

~~EXHIBIT~~Exhibit ~~INDEX~~Number Description

Exhibit No.	Description
99.1	Press Release of New Oriental Energy & Chemical Corp., dated December 16, 2010.

99.1	Press Release of New Oriental Energy & Chemical Corp., dated March 24, 2011.

Exhibit 99.1

Filing Compare · New Oriental Energy & Chemical Corp.