8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/ A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF EARLIEST REPORTED EVENT: August 8, 2010

CHINA NORTH EAST PETROLEUM

HOLDINGS LIMITED

(Exact name of Registrant as specified in its charter)

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

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

EXPLANATORY NOTE

China North East Petroleum Holdings Limited (the “Company”) is filing this Current Report on Form 8-K/A in order to amend its previously filed Current Report on Form 8-K, as filed with the Securities and Exchange Commission on August 12, 2010, to include the letter dated July 22, 2010 by Mr. Bruce (“July 22 Letter”) which is referenced in his resignation dated August 8, 2010 as well as the response to the July 22 Letter from the Company’s Chairman of the Board dated August 5, 2010.

Item 5.02                      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 8, 2010, Mr. Robert Bruce provided China North East Petroleum Holdings Limited (the “Company”) written notice of his decision to resign from the board of directors and his position as chair of the audit committee of the board of directors, effective immediately. Mr. Bruce’s resignation is the result of a disagreement with the Company, the bases of which are set forth in his resignation letter and the July 22, Letter which is filed herewith as Exhibits 17.1 and 17.2. The Company’s response by its Chairman to the July 22 Letter is filed herewith as Exhibit 99.1.

The Company has provided Mr. Bruce with a copy of the foregoing disclosure and requested that Mr. Bruce provide the Company with a letter addressed to the Securities and Exchange Commission stating whether he agrees with the statements made by the Company in response to this item.

On August 9, 2010, the board of directors of the Company appointed Mr. Yau-Sing Tang as a director of the board of director the Company and chair of the audit committee of the board of directors effective immediately.

Mr. Tang is the Chief Financial Officer and Controller of China Agritech, Inc. which is listed on NASDAQ Global Market under the symbol “CAGC,” and has served in that capacity since October 22, 2008. Prior to that from April 2008 to September 2008, Mr. Tang was the director of AGCA CPA Limited, a CPA firm in Hong Kong. From August 2006 to March 2008, Mr. Tang served as financial controller of Carpenter Tan Holdings Ltd., a company listed on The Stock Exchange of Hong Kong Limited. Prior to that, he was the founder and managing director of AGCA CPA, Limited from January 2006 to July 2006. From April 2003 to December 2005, he was executive director and chief financial officer of China Cable & Communication, Inc., which is quoted on the Pink Sheets under the symbol CCCI.PK. Mr. Tang received his Bachelor of Social Sciences (H onors) degree from the University of Hong Kong in 1986. He is a fellow of the Association of Chartered Certified Accountants in the U.K. and the Hong Kong Institute of Certified Public Accountants. He is also a member of the Institute of Chartered Accountants in England and Wales and the Taxation Institute of Hong Kong.

Mr. Tang will receive the standard compensation package offered to non-employee directors of the Company for his services. The compensation package consists of (i) cash compensation of $25,000 per year and (ii) $1,000 per board meeting attended and $5,000 per meeting attended in person for directors residing outside of Jilin or Heilongjiang Provinces of China and (iii) option to purchase up 20,000 shares of the Company’s common stock. In addition, Mr. Tang will receive an annual cash compensation of $5,000 for his service as the chair of the audit committee of the board of directors.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
17.1	Letter from Robert Bruce dated August 8, 2010 (previously filed).
17.2*	Letter from Robert Bruce dated July 22, 2010.
99.1*	Letter from Chairman of the Board dated August 5, 2010

* Filed herewith

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: August 16 , 2010	By:	/s/ Jingfu Li
		Jingfu Li
		Acting Chief Executive Officer

EX-17.2

Exhibit 17.2

Robert C. Bruce

c/o Oakmont Advisory Group, LLC

477 Congress Street, Suite 1002

Portland, ME 04101

Tel: 207-553-2177

Via Email

July 22, 2010

CONFIDENTIAL

Members of the Board of Directors

China North East Petroleum Holdings, Ltd

445 Park Avenue, 10th Floor

New York, NY 10022

Dear Mr. Wang, Mr. Li, Mr. Hu and Mr. Rule,

I am writing to express my strong concern that the Company faces a number of new and evolving financial reporting and accounting questions that require additional investigation, as I recommend below.

I have welcomed the Company's efforts to investigate and respond to accounting and internal control problems discovered during the preparation of the Company's 2009 year-end financial statements and associated 10-K filing.  However, I believe that the Company must take additional steps to investigate questions raised by the John Lees Associates (“JLA”) report dated July 10, 2010 (the “JLA Report” or the “Report”), including: a) whether the Company's previously filed financial reports and associated financial statements are materially correct under U.S. Generally Accepted Accounting Principles (“US GAAP”), and b) whether the Company has made payments to government officials as proscribed by the U.S. Foreign Corrupt Practices Act (“FCPA”).

The JLA Report has indicated that, in spite of a very large number and amount of unauthorized transfers of Company funds between certain Company directors (namely Mr. Hongjun Wang and Ms. Guizhi Ju) and the Company's Chinese subsidiaries, no evidence exists to indicate that funds were misappropriated, stolen or otherwise misused by Mr. Wang and Ms. Ju.  This is indeed a favorable result, and is consistent with conte ntions by Mr. Wang and Ms. Ju that they have not misused or stolen any of the Company funds that were transferred to them.  However, the JLA Report does not answer the two questions noted above. In fact, information contained in the JLA Report, essentially all of which was not known to me (and I presume to the other independent directors, Mr. Rule and Mr. Li) prior to completion of the Report, clearly raises important questions with respect to both the potential for material misstatements on a US GAAP basis a nd the ability of the Company to affirmatively attest to compliance with the FCPA (simply based on the massive internal control failures documented in the JLA Report).

CONFIDENTIAL

Page 1 of  3

Therefore, I formally recommend that the Company immediately take the following steps:

1.	Authorize the Audit Committee of the Board of Directors (the “Committee”) to undertake a thorough and independent review of the Company's prior financial statements, associated SEC filings, and cash payments to persons who may be deemed “government officials” under the FCPA, over the past five years;
2.	Authorize necessary funding for this Committee review process;
3.	Authorize the Committee to retain additional outside investigative and accounting resources, as required or beneficial in the Committee's sole judgment, including:
	a.	A U.S. legal firm that has a strong SEC enforcement and FCPA practice;
	b.	A forensic accounting firm with a strong understanding of U.S. GAAP;
	c.	Other investigative resources, as necessary, to answer definitively the questions referred to above.

I recognize that these recommendations have significant ramifications for the Company.  Namely, a full and complete investigation will likely require at least three months to complete, and possibly as long as twelve months.  Additionally, the costs would be likely be very significant - I estimate that these efforts would require $2 million to $5 million, in addition to the amounts spent to date for the JLA Report and related legal costs.  This investigative effort would require that the Company's financial statement and SEC reporting process would be further delayed, most likely until the investigations could be competed. This in turn would likely lead to the Company's delisting by NYSE AMEX and possible additional shareholder litigation.

However, failure by the Company to undertake what I believe are necessary additional investigative efforts as outlined above will, in my opinion, lead to an end result that is likely worse for shareholders, Company management and directors.  Absent these immediate additional investigative efforts, I would be unable to continue in my capacity as an independent director for the Company.

On a related note, I believe that the findings of the JLA Report require that the Company immediately initiate a self-reporting process with the Enforcement Division of the SEC.  The Company cannot consider its prior communications with the SEC's Division of Corporate Finance to constitute any form of communication to the Enforcement Division. Given the internal control problems and the possible US GAAP issues with the Company's historical financials statements identified in the JLA Report, self-re porting will establish a record with the SEC of the Company's commitment to investigate and remediate historic issues, which the SEC would certainly take into account when considering sanctions for potential regulatory or legal violations that the Company may ultimately be found to have committed.

CONFIDENTIAL

Page 2 of 3

I would like to make clear that by recommending these additional investigative efforts, I am not implying or stating knowledge of any violations of FCPA, that Company funds have been misused, or that the Company's financial statements and prior SEC filings are materially misleading (other than findings with respect to each of these areas outlined in the JLA Report, and with respect to the previously announced restatement effort).  Rather, I believe that the information and findings contained in the JLA Report unambiguously indicates that neither the Company nor the directors can state with confidence that: a) the Company is free of FCPA violations, b) that Company funds have not been misused in periods prior to January 1, 2009, or c) that the Company's financial statements and prior SEC filings are free of material misstatements.

Unfortunately, the only way to arrive at an affirmative conclusion regarding these important questions is through the further in-depth investigation I have recommended above.  I therefore request that the board convene a meeting at the soonest possible opportunity to consider these recommendations.

Sincerely,

/s/ Robert C. Bruce

Robert C. Bruce

Director, and Chair of the Audit Committee

Cc:	Mark Crone, Esq., The Crone Law Group
	Randall Bodner, Esq., Ropes & Gray
	Asheesh Goel, Esq., Ropes & Gray

CONFIDENTIAL

Page 2 of 2

EX-99.1

Exhibit 99.1

445 Park Avenu, 10th Floor, New York, NY 10022 Tel: (212) 307-3588 Fax. (911)-322-2105 Website. cnepetroleum.com  

August 5, 2010

Robert C. Bruce

Oakmont Advisory Group, LLC

477 Congress Street, Suite 1002

Portland, ME 04101

Re: The letter to the Board of Director

Dear Mr. Bruce,

As Chairman of the NEP Board of Directors, I would like to thank you for your letter dated July 22, 2010.  The Company very much appreciates the thought you devoted to the letter.  I also want to acknowledge the hard work you have expended on behalf of the Company and your commitment to improving the quality and productivity of its business. I would like to take this opportunity to respond briefly to the concerns and assertions in your letter.

I appreciate that you “welcome the Company’s efforts to investigate and respond to the accounting and internal control problems” that recently have emerged.  I also appreciate your express acknowledgement that, after the painstaking forensic audit of John Lees Associates (“JLA”), “no evidence exists to indicate that funds were misappropriated, stolen or otherwise misused” by anyone. I assume you also appreciate the substantial and costly efforts of the Company in assembling the restated 10Qs for the first three quarters both of 2008 and 2009, as well as finishing the 10K for 2009 and the 10Qs for the first two quarters of the year.  Your input into these efforts was invaluable.

I also appreciate your express acknowledgment that, by suggesting certain action, you do not intend to imply or state “any knowledge of any violations” of the Foreign Corrupts Practices Act (“FCPA”).  As you know, in its meticulous forensic report, JLA did not identify a single violation of the anti-bribery provisions of the FCPA or identify a single transaction in which such a violation even may have occurred. Nor did JLA recommend any investigation into any prior transactions.

Regarding the “additional steps” to which you allude, we wish to make some brief comments.  As you know, the Board of Directors has now received a confidential memorandum from company counsel, the Crone Law Group, that recommends certain action and changes for the Board to consider regarding the FCPA.  The Board will duly consider the recommendations at its upcoming meeting.

I anticipate that the Board also will undertake, at the appropriate time, through the appropriate personnel, a review of the Company’s financial filings prior to 2009, although based at least on the JLA report, it seems unlikely the review would necessitate any material changes.  Nor does it appear that such an undertaking is urgent or at all time sensitive.  The Company is focused on the goal of completing the compliance plan that NYSE-AMEX has approved and thus ending the current trading halt of its stock.  I believe this goal is in the best interests of our shareholders, and see no basis to jeopardize this goal with a review of the 2008 and 2007 filings at this time for the reasons stated.  Further, as you note, you are unaware that any of the filings in those years contain any “ materially misleading” statements.

I also do not believe, however, as you apparently do, that taking action that results in the delisting of the Company from NYSE AMEX is in the best interests of our shareholders.  You suggest that rather than focus on completing the current compliance plan that NYSE AMEX has approved, the Company instead conduct an FCPA investigation, which you project could last as long as a full year and cost the Company as much as several millions of dollars,  notwithstanding  that a recent forensic audit did not find any basis to presume the likelihood  of a single FCPA violation.  And, you admit that this action “would likely lead to the Company’s delisting by NYSE AMEX and possible additional sharehol der litigation.” As you know, a delisting could destroy shareholder value.  Thus, the course of action you recommend that the Board pursue seems at odds with the prudent discharge of duties to the shareholders.

I look forward to discussing these matters further at the next board meeting

Very truly yours,

/s/ Edward Rule

Edward Rule

Chairman of the Board of Directors

China North East Petroleum