UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~WASHINGTON, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~20549

~~Washington,~~FORM DC8-K CURRENT ~~20549~~REPORT

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (~~Date~~date of earliest event reported): June 25, 2012 (June 30, 2011)

January 17, 2012

General Red International, Inc.

(Exact name of registrant as specified in ~~its~~ charter)

Texas	000-50471	75-2524355
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
0174-Citrus Fruits	0001185218
(Standard Industrial Classification)	(Central Index Key)

Texas

(State or other jurisdiction of incorporation)

000-50471
(Commission File Number)

75-2524355
(IRS Employer Identification No.)

Suite 1501, Plaza B, Jianwai SOHU

No. 39, Eastern Three Ring Middle Road

Chaoyang District, Beijing, China

Postal Code: 100020

(Address of principal executive offices, and ~~including~~ zip code)

(86-) 10-~~58699681~~5869-9681

(Registrant’s telephone number, including area code)

86Check the appropriate box below if the Form 8-~~10-58699621~~K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

~~(Registrant’s~~£ Written communications ~~facsimile~~pursuant ~~number,~~to ~~including~~Rule ~~area~~425 ~~code~~under the Securities Act (17 CFR 230.425)

~~Copy~~£ Soliciting material ofpursuant ~~Communication~~ to: Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Bernard~~£ Pre-commencement communications &pursuant ~~Yam,~~to ~~LLP~~Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Attention:~~£ Pre-commencement communications ~~Man~~pursuant ~~Yam,~~to ~~Esq~~Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~401~~Item ~~Broadway~~1.01 Entry into ~~Suite~~a ~~1708~~Material Definitive Agreement.

~~New~~On ~~York~~June 30, NY2011, ~~10013~~the Registrant’s wholly-owned subsidiary, General Red Company, Ltd., a company incorporated under the laws of the British Virgin Islands (“GREC BVI”), assigned to its wholly-owned subsidiary, Sheng Da Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“Sheng Da”), all of its right, title and interest in a series of agreements, dated November 17, 2008 (the “VIE Agreements”). The VIE Agreements included a Consultation Agreement, Operating Agreement, Share Pledge Agreement, Proxy Agreement and Option Agreement, all of which gave GREC BVI control over Xingguo General Red Navel Orange Preservation Company, Ltd., a PRC limited liability company (“Xingguo”). Xingguo is engaged in preserving, packaging and marketing premium navel oranges in the PRC. Prior to June 30, 2011, Xingguo was a variable interest entity controlled by GREC BVI through the VIE Agreements. GREC BVI had no direct equity interest in Xingguo.

~~Phone: 212-219-7783~~ Item 2.01 Completion of Acquisition or Disposition of Assets.

~~Fax:~~On ~~212~~September 26, 2011, GREC BVI sold and transferred all of its equity interests in Sheng Da, to General Red Holding, Inc., a Delaware corporation (“GRED DE”), for a purchase price of $23,000 (the “Purchase Price”). As a result of such transfer, Sheng Da became a wholly-~~219-3604~~owned subsidiary of GRED DE. Sheng Da through the VIE Agreements controlled Xingguo, which was the only operating asset held by the Registrant. As a result of the sale of Sheng Da, the Registrant has ceased to conduct operations.

~~Check~~Xingping ~~the~~Hou ~~appropriate~~is ~~box~~a ~~below~~director ifof the ~~Form~~Registrant ~~8-K~~and ~~filing~~the sole director of each of GREC BVI and GRED DE. Mr. Hou is ~~intended~~also toPresident ~~simultaneously~~of ~~satisfy~~both the ~~filing~~Registrant ~~obligation~~and GRED DE. As of the ~~registrant~~date ~~under~~of ~~any~~this report, shareholders representing approximately 96.84% of the ~~following~~equity ~~provisions~~interests ~~(see~~of ~~General~~the ~~Instruction~~Registrant Aown approximately 48.2.31% ~~below):~~percent of the issued and outstanding shares of GRED DE.

[In ]June ~~Written~~2011, ~~communications~~the ~~pursuant~~Registrant toengaged ~~Rule~~an ~~425~~independent ~~under~~appraiser to value the ~~Securities~~VIE ~~Act~~Agreements ~~(17~~in ~~CFR~~connection ~~230~~with the sale.~~425)~~ [The ]per ~~Soliciting~~share ~~material~~valuation ~~pursuant~~of tothe ~~Rule~~VIE ~~14a-12~~Agreements ~~under~~was aapproximately $0.067 per share. The Purchase Price represents the ~~Exchange~~value ~~Act~~of ~~(17~~the ~~CFR~~shares ~~240.14a-12)~~of [the ]Registrant, ~~Pre-commencement~~in ~~communications~~the ~~pursuant~~aggregate, toowned ~~Rule~~by ~~14d-2(b)~~those ~~under~~shareholders of the ~~Exchange~~Registrant ~~Act~~who ~~(17~~are ~~CFR~~not ~~240~~also shareholders of GRED DE.~~14d-2(b))~~ [Those ]shareholders ~~Pre-commencement~~will ~~communications~~receive ~~pursuant~~$0.067 toper ~~Rule~~share ~~13e-4(c)~~owned ~~under~~by ~~the~~them ~~Exchange~~as ~~Act~~of September ~~(17~~26, ~~CFR~~2011. ~~240~~The remaining shareholders have waived their right to receive any consideration in connection with the sale.~~13e-4(c))~~

Item 4 9.01 Financial ~~Changes~~Statements inand ~~Registrant’s Certifying Accountant~~Exhibits.

(ad) ~~Dismissal of Hamilton, P~~ Exhibits.C.

On January 17, 2012 (the "Dismissal Date"), the Board of Directors of General Red International, Inc. (the "Registrant") dismissed Hamilton, P.C. (“Hamilton, P.C. ”) as its independent registered public accounting firm.

Exhibit No.	Description
10.1	Agreement to Transfer Consulting Agreement, dated June 30, 2011, by and among GREC BVI and Xingguo.
10.2	Agreement to Transfer Operating Agreement, dated June 30, 2011, by and among GREC BVI and Xingguo.
10.3	Amendment to Equity Pledge Agreement, dated June 30, 2011, by and among GREC BVI, Xingguo and the shareholder of Xingguo.
10.4	Designation Agreement, dated June 30, 2011, by and among GREC BVI and Xingguo.
10.5	Agreement to Transfer Option Agreement, dated June 30, 2011, by and among GREC BVI, Xingguo and the shareholder of Xingguo.

During the Registrant's most recent fiscal year and the subsequent interim periods through to the Dismissal Date, there were no disagreements (as defined in Item 304 of Regulation S-K) Hamilton, P.C. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction Hamilton, P.C. , would have caused it to make reference in connection with any opinion to the subject matter of the disagreement. Further, during the Registrant's most recent fiscal year and the subsequent interim periods through to the Dismissal Date, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).2

The Registrant provided Hamilton, P.C. with a copy of this Report prior to its filing with the Securities and Exchange Commission (the SEC") and requested Hamilton, P.C. to furnish the Registrant with a letter addressed to the SEC, stating whether or not it agrees with the statements made above. A copy of such letter was included as Exhibit 16.1 to this Form 8-K.SIGNATURES

(b) Engagement of Patrizio & Zhao, LLC

On January 17, 2012 (the "Engagement Date"), the Registrant's Board of Directors approved the appointment of Patrizio & Zhao, LLC, an independent registered public accounting firm which is registered with, and governed by the rules of, the Public Company Accounting Oversight Board, as the Registrant's independent registered public accounting firm. During the Registrant's two most recent fiscal years, the subsequent interim periods thereto, and through the Engagement Date, neither the Registrant nor anyone on its behalf consulted the Patrizio & Zhao, LLC regarding either (1) the application of accounting principles to a specified transaction regarding the Company, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements; or (2) any matter regarding the Company that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Exhibits

Exhibit No.	Description
16.1	Letter from Hamilton, P.C. to the Securities and Exchange Commission

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.

Date: January 17, 2012		General Red International, Inc.
	GENERAL RED INTERNATIONAL, INC.
		/s/Xingping Hou
Date: June 25, 2012	By:	/s/ Xingping Hou
		Xingping Hou
	Name:	Xingping Hou
		President, Chairman of the Board
	Title:	President, Chairman of the Board

Filing Compare · GENERAL RED INTERNATIONAL, INC.