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): ~~January 5, 2012 (December~~February 3114, ~~2011)~~2012

YAYI INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Delaware	000-23806	87-0046720

(State of Incorporation)	(Commission File No.)	(IRS Employer ID No.)

No. 9 Xingguang Road,
Northern Industrial Park of Zhongbei Town,
Xiqing District, Tianjin 300384, China

(Address of Principal Executive Offices)

(86)22-2798-4033

Registrant’s Telephone Number, Including Area Code:

(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):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM~~Item 12.0102. ~~ENTRY~~Results ~~INTO~~of AOperations ~~MATERIAL~~and ~~DEFINITIVE~~Financial ~~AGREEMENT~~Condition.

On ~~December~~February 3114, ~~2011~~2012, Yayi International Inc. ~~(the “Company”) entered into an Amendment and Agreement (the “Amendment”) with Euro Pacific Capital~~, ~~Inc.,~~a asDelaware ~~investor representative (the “Investor~~corporation, ~~Representative”),~~issued ~~pursuant~~a topress ~~which~~release ~~the~~announcing ~~Company~~its ~~and~~financial ~~the~~results ~~Investor Representative~~for ~~agreed to reduce~~ the ~~initial exercise price per share of~~fiscal ~~outstanding~~quarter ~~Series~~ended FDecember ~~common~~31, ~~stock purchase warrants from $2~~2011.~~50 to $0.24.~~ AsA ~~previously~~copy ~~disclosed, the Company issued Series F common stock purchase warrants to purchase up to 1,427,200 shares~~ of ~~Company common stock in connection with~~ the ~~Company’s~~press ~~$8.92~~release ~~million~~is ~~private~~hereby ~~placement~~furnished ~~offering~~as ~~closed~~Exhibit ~~on September 27, 2010~~99. ~~Pursuant~~1 toand ~~a Securities~~incorporated ~~Purchase~~herein ~~Agreement, dated September 27, 2010,~~ by and among the Company, the investor signatories thereto (the “Investors”) and the Investor Representative, the Investor Representative was empowered to enter into the Amendment on behalf of the Investors for the matter described abovereference.

~~The~~In ~~foregoing~~accordance ~~description~~with General Instruction B.2 of Current Report on Form 8-K, the ~~Amendment~~information ~~does~~contained in this Report and the exhibit attached hereto shall not ~~purport~~be deemed to be “filed” for purposes of Section 18 of ~~complete~~the ~~and~~Securities isExchange ~~qualified~~Act inof ~~its~~1934, ~~entirety~~as byamended ~~reference~~(the “Exchange Act”), or otherwise subject to the ~~full~~liabilities ~~text~~of that section, nor shall such ofinformation or such exhibit be deemed incorporated by reference in any filing under the ~~Amendment~~Securities ~~attached~~Act asof ~~Exhibit~~1933, ~~10.1~~as ~~hereto~~amended, ~~and~~or ~~incorporated~~the ~~herein~~Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

~~ITEM~~Item 9.01. ~~FINANCIAL~~Financial ~~STATEMENTS~~Statements ~~AND~~and ~~EXHIBITS~~Exhibits.

(d) Exhibits

Exhibit No.	Description
Exhibit	Description
10.1	Amendment and Agreement, by and between Yayi International Inc. and Euro Pacific Capital, Inc., dated December 31, 2011.
99.1	Press release dated February 14, 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.

YAYI INTERNATIONAL INC. Date: ~~January~~February 514, 2012/s/ Li LiuLi LiuChief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
Exhibit	Description
10.1	Amendment and Agreement, by and between Yayi International Inc. and Euro Pacific Capital, Inc., dated December 31, 2011.
99.1	Press release dated February 14, 2012

Filing Compare · Yayi International Inc