UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~PERSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

~~Date~~DATE ofOF ~~Report~~EARLIEST ~~(Date~~REPORTED ~~of earliest event reported)~~EVENT: ~~April~~September 412, 2012

CHINA NORTH EAST PETROLEUM HOLDINGS LIMITED

(Exact name of Registrant as specified in its charter)

Nevada	~~001~~000-~~34378~~49846	87-0638750
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification
of incorporation)		Number)

445 Park Avenue, New York, New York 10022

(Address of principal executive offices)

(212) 307-3568

(Registrant’s telephone number, including area code)

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 o Soliciting material pursuant to Rule 14a-12 under the Exchange Act o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

oItem ~~Soliciting~~8.01. ~~material~~Other ~~pursuant to Rule 14a-12 under the Exchange Act~~Events.

oOn ~~Pre-commencement~~September ~~communications~~12, 2012, China North East Petroleum Holdings Limited (the "Company") received notification from the staff of the Securities and Exchange Commission (the "Commission") that the staff is considering recommending that the Commission institute a public administrative proceeding against the Company pursuant to ~~Rule~~Section ~~14d-2~~12(bj) ~~under~~of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to determine whether the Commission should suspend or revoke the registrations of each class of the Company's securities for failure to comply with Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder.

oIn ~~Pre-commencement~~accordance ~~communications~~with ~~pursuant~~Rule to5(c) ~~Rule~~of ~~13e-4~~the Commission’s Rules on Informal and Other Procedures, 17 C.F.R. § 202.5(c), ~~under~~the staff of the ~~Exchange~~Commission ~~Act~~has offered the Company an opportunity to provide a written response (a “Wells Submission”) to this proposed action by 11:00 am EDT September 25, 2012.

~~Item~~The ~~3.01~~Company ~~Notice~~cannot predict the outcome of ~~Delisting~~the orabove ~~Failure~~matter, toincluding ~~Satisfy~~whether alegal ~~Continued~~action ~~Listing~~will ~~Rule~~ensue or ~~Standard;~~whether ~~Transfer~~the ofCommission ~~Listing~~will approve any settlement. The Company will determine how to proceed based on consultation with its legal counsel.

OnAt ~~April~~this 4time, ~~2012, China North East Petroleum Holdings Limited (~~the “Company”) ~~received~~does anot ~~letter~~expect ~~from NYSE Amex LLC (“NYSE”) stating that~~ the ~~NYSE~~notice ~~was~~to ~~initiating~~materially ~~delisting~~interfere ~~proceedings~~with ~~against~~its ~~the~~day-to-day ~~Company~~operating business.

NYSE alleges that the Company is not in compliance with the following sections of the NYSE Amex LLC Company Guide: (i) Section 120 (Certain Relationships and Transactions); (ii) Section 1003(f)(iii) (Operations Contrary to Public Interest); (iii) Section 127 (Use of Discretionary Authority); (iv) Section 132(e) (Additional Information); (v) Section 1003(d) (Failure to Comply with Listing Agreements and/or SEC Requirements); and (vi) Sections 134 (Filing Requirements) and 1101 (General).SIGNATURE

In general, the NYSE allegations primarily relate to issues concerning documentation and disclosures for transactions between the Company and related parties, including those identified in the John Lees & Associates report to the Company, dated July 2010 and the failure of the Company to file its Form 10-K for 2011 on time.

The Company intends to appeal the attempted delisting before the Listing Qualifications Panel of the NYSE in accordance with Sections 1203 and 1009(d) of the Company Guide.

The Company’s press release dated April 11, 2012 with respect to the notification from the NYSE is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release, dated April 11, 2012 of China North East Petroleum Holdings Limited

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 NORTH EAST PETROLEUM HOLDINGS LIMITED
Date: April 11, 2012	By:	/s/ Jingfu Li
Date: September 24, 2012	By:	/s/ Jingfu Li
		Jingfu Li
		Acting Chief Executive Officer

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