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): ~~July~~August 329, 2014 (~~June~~August 2726, 2014)

______________

LIHUA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

______________

Delaware	001- 34445	14-1961536
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

c/o Lihua Holdings Limited

Houxiang Five-Star Industry District

Danyang City, Jiangsu Province PRC 212312

(Address of Principal Executive Office) (Zip Code)

(86) 511 86317399

(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:

¨ 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 54.02. ~~Departure~~Non-Reliance ofon ~~Directors~~Previously orIssued ~~Certain~~Financial ~~Officers;~~Statements ~~Election~~or ofa ~~Directors;~~Related ~~Appointment~~Audit ofReport ~~Certain~~or ~~Officers;~~Completed ~~Compensatory~~Interim ~~Arrangements of Certain Officers~~Review.

On ~~June~~August 2726, 2014, the Board of Directors of Lihua International, Inc. (the “Company”) concluded, ~~received~~after adiscussion ~~letter~~with ofthe ~~resignation~~Company’s ~~from~~management, ~~Mr.~~that ~~Robert~~the ~~Bruce~~Company’s infinancial ~~which~~statements ~~Mr.~~for ~~Bruce~~the ~~resigned~~year asended aDecember ~~member~~31, of2013, and the ~~Company’s~~report ~~Board~~ of ~~Directors.~~its Inindependent ~~his~~registered ~~letter~~public ofaccounting ~~resignation~~firm, ~~Mr.~~Crowe ~~Bruce~~Horwath ~~stated~~(HK) ~~that~~CPA ~~his~~Limited ~~resignation~~(“Crowe ~~was~~HK”) ~~due~~included toin ~~a disagreement with~~ the Company’s ~~that~~Annual ~~Mr.~~Report ~~Bruce~~on ~~had~~Form ~~regarding~~10-K, ~~the~~should ~~failure~~no oflonger ~~the~~be ~~Company~~relied toupon. ~~fund~~In anaddition, ~~independent~~management ~~investigation~~and ~~of (a)~~ the ~~allegations~~Board of ~~possible~~Directors ~~illegal~~have ~~activity~~determined ~~made~~that ~~against~~ the Company’s ~~former~~financial ~~Chairman~~statements ~~and~~for ~~Chief~~the ~~Executive~~quarters ~~Officer~~ended March 31, ~~Mr.~~2013, ~~Jian~~June ~~Hua~~30, ~~Zhu~~2013, ~~(b)~~and ~~the~~September ~~circumstances~~30, ~~surrounding~~2013, included in the ~~transfer~~Company’s ofQuarterly ~~the~~Reports ~~44%~~on ~~ownership~~Form ~~stake~~10-Q ~~controlled~~for bysuch ~~Mr.~~periods ~~Zhu~~should tono ~~Power~~longer ~~Apex~~be ~~Holdings~~relied ~~Limited,~~upon. On ~~and~~August ~~(c)~~27, 2014, the ~~operational~~Company ~~and~~notified ~~financial~~Crowe ~~status~~HK of ~~the~~these ~~Company’s~~Board ~~two~~of ~~China-based~~Directors’ ~~operating subsidiaries~~determinations.

AAs ~~copy~~a result of ~~Mr.~~the ~~Bruce~~Company’s ~~letter~~efforts to collect relevant information, the management and the Board of ~~resignation~~Directors ishave ~~attached~~learned asthat ~~Exhibit~~during ~~17.~~2013, and between January 1~~. The~~, 2014 and April 30, 2014, the Company’s ~~provided~~PRC ~~Mr.~~subsidiaries ~~Bruce~~entered ~~with~~into acertain ~~copy~~letters of credit and other short-term borrowing transactions that were not authorized by the ~~disclosure~~Board ~~set~~of ~~forth~~Directors; that such letters of credit and other short-term borrowing transactions are not reflected in ~~Item~~the ~~5.02~~financial statements included in the above-referenced reports; and that information regarding such letters of ~~this~~credit ~~Form~~and 8other short-Kterm borrowing transactions was concealed from the Company’s Board of Directors, Chief Financial Officer and Crowe HK by the Company’s former Chief Executive Officer and former Chief Operating Officer and/or former personnel under their control.

~~Item~~On 8July 3, 2014, the Company announced that its Board of Directors and management were working to collect financial information for each of the Company’s operating subsidiaries, including seeking to obtain the banking records for the subsidiaries.01 On July 25, 2014, the Board of Directors approved the engagement of the Asia Pacific CPA Group, a PRC CPA firm, to provide, among other things, a report of the financial condition of the Company’s subsidiaries as of June 30, 2014. ~~Other~~Asia ~~Events~~Pacific CPA Group has been engaged, and its work is ongoing. Upon conclusion of Asia Pacific CPA Group’s work, the Company will provide further information.

OnTo ~~April~~date ~~30, 2014,~~ the Company ~~announced~~has ~~that~~been itunable ~~was~~to ~~aware~~locate certain of ~~published~~the ~~allegations~~books ~~that~~and ~~Mr.~~records ~~Zhu~~of ~~Jianhua~~its subsidiaries, ~~the Company’s former CEO~~ and ~~Chairman~~therefore of the Company’s ~~Board,~~can ~~may~~provide ~~have~~no ~~diverted~~assurance orthat ~~attempted~~it towould ~~divert~~be ~~Company~~in ~~assets and as~~ a ~~result~~position ~~may~~to ~~have~~restate ~~been~~ the ~~subject~~financial ofstatements ~~action~~included byin ~~local~~the ~~law~~above-referenced ~~enforcement~~public inreports ~~the~~on ~~People's~~a ~~Republic~~timely ofbasis, ~~China~~if ~~(PRC)~~at all.

OnItem ~~May 6, 2014, the Company received a letter from Mr~~4.01 ~~Zhu~~Changes ~~Jianhua~~in ~~resigning as the Company~~Registrant’s ~~Chief~~Certifying ~~Executive Officer, President and Chairman of the Board, and from Ms. Yaying Wang resigning as Chief Operating Officer and as a member of the Board.~~Accountant

On ~~May~~August 1128, 2014, ~~Magnify~~Crowe ~~Wealth~~HK ~~Enterprises~~resigned ~~Limited,~~as athe ~~BVI~~Company’s ~~company~~independent ~~(“Magnify~~registered ~~Wealth”)~~public ~~and~~accounting ~~Power~~firm. In ~~Apex Holdings Limited~~addition, aCrowe ~~BVI~~HK ~~company~~notified ~~(“Power~~the ~~Apex”)~~Company ~~entered~~that ~~into~~its areport ~~stock~~dated ~~purchase~~March ~~agreement~~17, ~~whereby~~2014 ~~Magnify~~regarding ~~Wealth~~the ~~sold~~Company ~~13,195,000~~financial ~~shares~~statements as of ~~common~~December ~~stock~~31, 2013 and 2012 and regarding each of the ~~Company~~years in athe ~~private~~three-year ~~transaction~~period toended ~~Power~~December ~~Apex.~~31, ~~The~~2013, ~~shares~~and ~~represent~~the ~~approximately~~Company’s ~~44%~~internal ofcontrol ~~the~~over ~~total~~financial ~~share~~reporting ~~ownership~~as of December 31, 2013 (the ~~Company.~~“Auditor’s ~~Power~~Report”), ~~Apex~~should isno alonger ~~wholly~~be ~~owned~~associated ~~subsidiary~~with ofthe ~~Jiangsu~~December ~~Jinhong~~31, ~~Import~~2013 financial statements and ~~Export~~should ~~Co.~~no ~~(“Jinhong”). Jinhong~~longer isbe ~~one~~relied upon. A copy of ~~the~~Crowe ~~subsidiaries~~HK’s ofresignation ~~Wuxi~~letter ~~Jinde~~is ~~Asset~~filed ~~Management~~as CoExhibit 16.,1 ~~which~~to this report and is aincorporated ~~subsidiary~~herein ofby ~~Wuxi~~reference; ~~Industrial~~and ~~Development~~all ~~Group~~disclosures ~~Co.,~~in ~~Ltd.,~~this aItem ~~state-owned~~4.01 ~~enterprise~~relating ofto ~~the~~that ~~People’s~~resignation ~~Republic~~letter ofare ~~China,~~qualified ~~which~~in ~~was~~their ~~established~~entirety by the ~~Wuxi~~actual ~~City~~text ~~government~~of inthe ~~2008~~resignation letter.

OnIn ~~June~~each ~~10, 2014, the Board~~ of ~~Directors of~~ the Company’s bypast ~~unanimous~~two ~~written~~fiscal ~~consent,~~years ~~appointed~~ended ~~Mr.~~December ~~Tian Bao Wang to serve as Chief Executive Officer~~31, ~~President~~2013 and ~~Chairman~~December of31, ~~the Board~~2012, ~~and~~Crowe ~~Mr.~~HK’s ~~Ming~~reports ~~Zhang to serve as a director~~ on the ~~Board. Mr. Tian Bao Wang (who is unrelated to the~~ Company'’s ~~former~~financial ~~Chief~~statements ~~Operating~~did ~~Officer,~~not ~~Yaying Wang)~~contain isadverse aopinions ~~director~~or ofdisclaimers ~~Jinhong and Mr. Ming Zhang is the chairman~~ of ~~Jinhong. Since~~opinion ~~that time Mr. Wang has been working to familiarize himself with United States law applicable to the Company's circumstance,~~ and iswere ~~working~~not ~~with~~qualified ~~the~~or ~~Company's~~modified ~~Board~~as ~~of Directors and Chief Financial Officer~~ to ~~construct a plan of action to deal with the difficult circumstances before the Company. During the period from June 23~~uncertainty, ~~2014~~audit ~~through~~scope ~~June~~or ~~27,~~accounting ~~2014, Jinhong loaned the Company $309,200, which borrowings were approved by the Audit Committee~~principles. ~~The terms of the loans have not yet been finalized.~~

~~Mr.~~In ~~Wang,~~its ~~the~~resignation ~~balance~~letter, ofCrowe ~~the~~HK ~~Board~~informed ~~and~~ the Company’s ~~Chief~~that ~~Financial~~subsequent ~~Officer are working~~ to ~~collect~~the ~~financial~~issuance ~~information for each~~ of the ~~Company~~Auditor’s ~~operating~~Report, ~~subsidiaries. Management~~it ~~and~~became ~~the~~aware ~~Board~~that offacts ~~Directors~~may ~~are~~have inexisted ~~the~~at ~~process~~that ofdate ~~seeking~~which tomight ~~obtain~~have affected the ~~banking~~Auditor’s ~~records~~Report, ~~for~~had ~~the~~Crowe ~~subsidiaries. Additionally,~~HK ~~Mr.~~been ~~Wang~~aware ~~engaged~~of ansuch ~~accounting~~facts; ~~consultant~~and tothat ~~assist~~it ~~him~~has inbeen ~~obtaining~~unable ~~financial~~to ~~information~~conduct ~~about~~a ~~the~~satisfactory ~~Company's~~investigation ~~subsidiaries~~of ~~prior~~this toinformation ~~Messrs.~~and ~~Wang~~is ~~and~~unable ~~Zhang~~to ~~joining~~determine whether the ~~Board~~information ofis ~~Directors~~true, and ~~Mr.~~whether ~~Wang~~the ~~becoming~~financial ~~Chief~~statements ~~Executive~~need ~~Officer~~revision. ~~That~~ ~~work~~Crowe ~~was~~HK ~~limited~~also stated in ~~scope~~its asresignation itletter ~~was~~that ~~intended~~members ~~to provide Messrs. Wang and Zhang with a sense~~ of the ~~subsidiaries~~Company's ~~solvency~~current ~~prior~~Board toof ~~Messrs.~~Directors ~~Wang~~ and ~~Zhang~~current ~~joining~~management ~~the~~have ~~Company. Nonetheless,~~informed ~~the~~Crowe ~~conclusion~~HK of(i) that ~~work~~they iswould ~~that~~provide ~~the~~whatever ~~subsidiaries~~information ~~were~~they ~~insolvent~~have asat oftheir ~~April~~disposal ~~30,~~to ~~2014.~~Crowe ~~Mr.~~HK, ~~Wang~~(ii) ~~has~~but ~~shared~~ that ~~work~~they ~~with~~have ~~the~~been ~~Company's~~unable ~~Board~~to ofsatisfy ~~Directors~~Crowe ~~and~~HK’s ~~Chief~~requests ~~Financial~~because ~~Officer. The~~relevant ~~Board~~information ofis ~~Directors~~unavailable ~~and the Chief Financial Officer are not yet in a position~~ to ~~verify~~ the ~~conclusion~~current Board of ~~the~~Directors ~~accounting~~and ~~consultant,~~current ~~but their efforts are ongoing~~management.

~~Following the allegations regarding Mr. Zhu~~Finally, ~~members~~Crowe ofHK ~~the~~stated ~~Board~~that ~~and management traveled to~~ the ~~site in the PRC where the~~ Company’s ~~subsidiaries~~informed ~~operated,~~it ~~which they had previously visited regularly in the course of their duties. Based upon their recent~~ on~~-site~~ ~~observations~~August 27, ~~the~~2014 ~~Company~~that ~~believes~~ the ~~factories operated by the~~ Company’s ~~subsidiaries~~management ~~in the PRC, although visibly undamaged~~ and ~~containing~~Board ~~inventory,~~of Directors have ~~been~~determined ~~closed by court order. In addition, managment has been informed (but has not received documentary evidence of such)~~ that ~~Mr. Zhu Jianhua has transferred his assets to~~ the ~~PRC government, which assets are believed to include assets belonging to the~~ Company’s orfinancial tostatements ~~which~~for the ~~Company~~year ~~may~~ended ~~have~~December a31, ~~claim~~2013, and ~~that preliminary indications from~~ the ~~PRC~~report ~~government~~of ~~are~~Crowe ~~that~~HK ~~the~~included ~~government~~in ~~intends to transfer such assets back to~~ the Company’s to2013 ~~permit~~Annual ~~the~~Report ~~Company~~on toForm ~~partially satisfy its obligations to its creditors~~10-K, ~~although~~and ~~such obligations are believed to exceed~~ the ~~assets of the~~ Company~~. At~~’s ~~this~~financial ~~time,~~statements ~~the~~for ~~Company can provide no assurance that it will receive~~ the ~~benefit~~quarters ofended ~~the~~March ~~assets~~31, ~~that~~2013, ~~Mr.~~June ~~Zhu~~30, ~~Jianhua~~2013 ~~transferred~~and toSeptember ~~the~~30, ~~PRC government~~2013, ~~that~~included ~~its factories will restart operations~~ in the ~~future,~~Company’s orQuarterly ~~whether~~Reports aon ~~liquidation~~Form ~~will~~10-Q befor ~~commenced~~such periods, orshould ~~whether~~no ~~the~~longer ~~Company~~be ~~and/or~~relied ~~its subsidiaries will seek protection from creditors~~upon.

InExcept ~~order~~as toset ~~recommence~~forth ~~operations~~above, during the Company’s ~~likely~~past ~~would~~two ~~need~~fiscal toyears ~~raise~~and ~~external~~through ~~capital~~August ~~for~~28, ~~which~~2014, itthe ~~has~~Company had no ~~commitments~~disagreements, ~~and~~as ~~which~~that ~~will~~term beis ~~difficult~~defined toin ~~obtain~~Item ~~based~~304(a)(1)(iv) onof ~~the~~Regulation ~~financial~~S-K, ~~condition~~with ofCrowe ~~the~~HK ~~Company. As~~on ~~the~~any ~~Company’s~~matter ~~investigation~~of ~~proceeds,~~accounting itprinciples ~~intends~~or topractices, ~~provide~~financial ~~additional~~statement ~~information~~disclosure, toor ~~its~~auditing ~~shareholders. Furthermore~~scope or procedure, ~~the~~which ~~Company’s~~disagreement ~~management,~~would ~~Board~~have ofcaused ~~Directors~~Crowe ~~and~~HK ~~Audit~~to ~~Committee~~make ~~are~~reference into the ~~process~~subject matter of ~~attempting~~the todisagreement ~~determine~~in ~~whether~~its report on the Company’s ~~prior~~ financial statements ~~may be relied upon~~.

At this time, the Company has not engaged another independent registered public accounting firm.

The Company requested that Crowe HK furnish it with a letter addressed to the SEC stating whether it agrees with the above statements. A copy of such letter, dated August 29, 2014, is filed as Exhibit 16.2 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
17.1	Letter of Resignation dated June 27, 2014.

Exhibit

Number Description

16.1 Letter of Crowe Horwath (HK) CPA Limited to the Company dated August 28, 2014

16.2 Letter of Crowe Horwath (HK) CPA Limited to the SEC dated August 29, 2014.

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.

	Lihua International, Inc.


	By:	/s/ Daphne Huang
		Daphne Huang Chief Financial Officer

Date: ~~July~~ August 329, 2014

Exhibit Index

Exhibit Number	Description
17.1	Letter of Resignation dated June 27, 2014.

Filing Compare · LIHUA INTERNATIONAL INC.