UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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~~May 177, 2012

CHINA SHENGHUO PHARMACEUTICAL HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-33537	20-2903562
(Commission File Number)	(IRS Employer Identification No.)

No. 2, Jing You Road
Kunming National Economy &
Technology Developing District
People’s Republic of China 650217	N/A
(Address of Principal Executive Offices)	(Zip Code)

0086-871-728-2628

( Registrant’s Telephone Number, Including Area Code)

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 (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~~o ~~3.01.~~Soliciting ~~Notice~~material ofpursuant ~~Delisting or Failure~~ to ~~Satisfy~~Rule a14a-12 ~~Continued~~under ~~Listing~~the ~~Rule~~Exchange orAct ~~Standard;~~(17 ~~Transfer~~CFR ~~of Listing~~240.14a-12)

Ono ~~April~~Pre-commencement ~~17,~~communications ~~2012,~~pursuant China Shenghuo Pharmaceutical Holdings, Inc. (the “Company”) received a deficiency letter (the “Deficiency Letter”) from the NYSE Amex LLC (“AMEX”) stating that the Company has resolved the continued listing deficiency with respect to ~~Section~~Rule ~~1003~~14d-2(ab)~~(i) of~~ ~~the~~under ~~AMEX’s Company Guide (~~the ~~“Company~~Exchange ~~Guide”)~~Act referenced in AMEX’s letter dated September 22, 2010. However, as a result of the Company sustaining losses which are so substantial in relation to its overall operations or its existing financial resources, or its financial condition has become so impaired that it appears questionable, in the opinion of AMEX, as to whether such issuer will be able to continue operations and/or meet its obligations as they mature, the Company is no longer in compliance with Section 1003(~~a)(iv)~~17 ofCFR ~~the Company Guide~~240. The Deficiency Letter states that, in order to maintain its AMEX listing, the Company must submit a plan of compliance by May 1, 2012, advising AMEX how it intends to regain compliance with Section 100314d-2(ab)~~(iv~~) of the Company Guide by July 2, 2012. If the Company does not submit such a plan or if the plan is not accepted by AMEX, the Company would be subject to delisting procedures as set forth in Section 1010 and part 12 of the Company Guide.

Ino ~~view~~Pre-commencement ~~of,~~communications ~~among~~pursuant ~~other things, the belief of the Board of Directors that under the Company’s current circumstances it is not reasonably practicable for the Company~~ to ~~establish~~Rule and implement a plan of compliance that would satisfy AMEX’s continued listing requirements, the substantial financial burden on the Company as a result of its status as a U.S. public company, the Company’s inability to raise capital in the United States and the minimal benefits derived from being a U.S. public company, the Board of Directors of the Company determined on April 19, 2012 that it is in the best interest of the Company to voluntarily delist the Company’s common stock from AMEX and deregister its shares with U.S. Securities & Exchange Commission 13e-4(~~the “SEC”~~c). ~~In connection therewith, the Company notified AMEX on April 20, 2012 of the Company’s intention to file a Form 25 - Notification of Removal from Listing and/or Registration~~ under ~~Section 12(b) of~~ the ~~Securities~~ Exchange Act ~~of 1934~~ (~~the~~17 ~~“Exchange~~CFR ~~Act”), with the SEC on or about April 30, 2012~~240.13e-4(c))

ItItem ~~is expected that the delisting will take effect on or about May 10, 2012~~8.01. ~~Accordingly,~~Other ~~the Company expects that the last day of trading of its common stock on AMEX will be on or about May 10, 2012~~Events.

OnIn ~~the~~a ~~effective~~Press ~~date~~Release ofdated ~~the~~April ~~delisting~~20, 2012, ~~the~~China ~~Company~~Shenghuo ~~plans~~Pharmaceutical toHoldings, ~~file~~Inc. ~~a Form 15 with~~ (the ~~SEC~~“Company”) toannounced ~~suspend~~ its ~~duty~~intention to file ~~reports~~a ~~under~~Form ~~Section~~ 15~~(d)~~, ofwhich ~~the~~would, upon ~~Exchange~~such ~~Act. Upon~~ filing, ofsuspend the ~~Form 15, the~~ Company's ~~obligation~~obligations to file certain reports with the U.S. Securities & Exchange Commission (the “SEC”), including reports on ~~Forms~~Form 10-K, 10-Q, and 8-K,. ~~will~~It ~~immediately~~was anticipated that such Form 15 would be ~~suspended~~filed on or about May 10, 2012, upon the effectiveness of the Form 25 - Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filed in connection with the Company's voluntary delisting of its common stock from trading on NYSE Amex.

~~After~~In discussions between the Company's legal counsel and the SEC, the SEC has ~~filed~~taken the ~~Form~~position that the exemption that the Company had sought to rely upon under Section 15,(d) of the Exchange Act to suspend its ~~common~~reporting ~~stock~~obligations is ~~anticipated~~unavailable to beit ~~available~~at ~~for~~this ~~trading~~time. onAs such, the ~~OTC~~Company ~~Pink~~at ~~Sheets~~this time will not file a Form 15, ~~although~~and ~~there~~it ~~can~~will nocontinue ~~assurances~~to ~~that~~be ~~any~~a ~~trading~~reporting company under Section 15(d) of the Exchange Act until such time as it ~~market~~is ~~for~~allowed to suspend its reporting obligations, which the Company's ~~securities~~expects ~~will~~to ~~exist,~~be ~~and~~no later than the ~~liquidity~~first quarter of ~~such~~2013. ~~trading~~The ~~market~~Company therefore ~~may~~is bepreparing ~~very~~its ~~limited~~quarterly report on Form 10-Q for the three months ended March 31, 2012, and expects to file it as soon as practicable.

On ~~April~~May 207, 2012, the Company issued a a press release announcing ~~receipt~~its ofintent ~~the~~not ~~Deficiency~~to ~~Letter~~file Form 15 at this time and ~~the~~continue ~~Company’s~~to ~~voluntary~~be ~~delisting~~a ~~from~~reporting ~~the~~company ~~AMEX~~until ~~and~~such ~~deregistration~~time ~~with~~as ~~the~~it ~~SEC~~is allowed to suspend its reporting obligations. A copy of that press release is ~~attached~~furnished toherewith ~~this Current Report on Form 8-K~~ as Exhibit 99.1, and ~~the information therein~~ is incorporated herein by reference.

Safe Harbor Statement

This current report on Form 8-K may contain certain "forward-looking statements," as defined in the United States Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and the actual results and future events could differ materially from management's current expectations. Such factors include, but are not limited to, uncertainties regarding the eligibility for and timing of the Company’s planned deregistration under the Exchange Act, including any relief that the SEC might grant to the Company pursuant to a “no-action” letter with respect to the SEC deregistration requirements should the Company seek such relief; risks of litigation and governmental or other regulatory proceedings arising out of or related to any of the matters described in recent press releases, including arising out of the restatement of the Company's financial statements; the Company's ability to refinance or repay loans received; the Company's uncertain business condition; risks related to the lower liquidity, trading volume and price resulting from the voluntary delisting of the Company’s stock and the anticipated deregistration under the Exchange Act; risks arising from potential weaknesses or deficiencies in the Company's internal controls over financial reporting; the Company's reliance on one supplier for Sanchi; the possible effect of adverse publicity on the Company's business, including possible contract cancellation; the Company's ability to develop and market new products; the Company's ability to establish and maintain a strong brand; the Company's continued ability to obtain and maintain all certificates, permits and licenses required to open and operate retail specialty counters to offer its cosmetic products and conduct business in China; protection of the Company's intellectual property rights; market acceptance of the Company's products; changes in the laws of the People's Republic of China that affect the Company's operations; cost to the Company of complying with current and future governmental regulations; the impact of any changes in governmental regulations on the Company's operations; general economic conditions; and other factors detailed from time to time in the Company's filings with the United States Securities and Exchange Commission and other regulatory authorities. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number		Description
99.1		Press Release, dated ~~April~~May 207, 2012.

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.

	CHINA SHENGHUO PHARMACEUTICAL HOLDINGS, INC.
Date: April 20, 2012
Date: May 7, 2012
	By:	/s/ Feng Lan
		Name: Feng Lan Title: Chief Executive Officer and President

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release, dated ~~April~~May 207, 2012.

Filing Compare · China Shenghuo Pharmaceutical Holdings Inc