Sounds more like a divorce than a reconcilation
SECURITIES AND EXCHANGE COMMISSION
Release No. 68601 / January 8, 2013
File No. 3-15167
In the Matter of
China North East Petroleum Holdings Limited,
ORDER INSTITUTING ADMINISTRATIVE PROCEEDINGS
AND NOTICE OF HEARING PURSUANT TO SECTION 12(j) OF
THE SECURITIES EXCHANGE ACT OF 1934
The Securities and Exchange Commission (“Commission”) deems it necessary and
appropriate for the protection of investors that public administrative proceedings be, and hereby
are, instituted pursuant to Section 12(j) of the Securities Exchange Act of 1934 (“Exchange
Act”) against Respondent China North East Petroleum Holdings Limited.
After an investigation, the Division of Enforcement alleges that:
A. Respondent China North East Petroleum Holdings Limited (“CNEP” or
“Respondent”) (CIK No. 0000787251), a Nevada corporation with principal executive offices
located in New York, is purportedly engaged in oil exploration, production and drilling in the
People’s Republic of China (“China”). CNEP’s common stock was registered with the
Commission pursuant to Section 12(b) of the Exchange Act and was listed on the NYSE MKT,
LLC (“NYSE”). On July 6, 2012, the NYSE filed a Form 25 delisting the common stock
effective on July 16, 2012, and deregistering the common stock from Section 12(b) effective on
October 4, 2012. Upon deregistration from Section 12(b), the common stock reverted to its
previous registration pursuant to Section 12(g) of the Exchange Act. As of January 7, 2013,
CNEP securities were quoted on OTC Link (formerly “Pink Sheets”) operated by OTC Markets
Group Inc. at 19 cents per share, had four market makers, and were not eligible for the
“piggyback” exception of Exchange Act Rule 15c2-11(f)(3).
B. CNEP is delinquent in its reporting obligations under Section 13(a) of the
Exchange Act having not filed a periodic report for any period ended after September 30, 2011.
C. Section 13(a) of the Exchange Act and the rules promulgated thereunder require
issuers of securities registered pursuant to Section 12 of the Exchange Act to file with the
Commission current and accurate information in periodic reports. Specifically, Rule 13a-1
requires issuers to file annual reports, and Rule 13a-13 requires domestic issuers to file quarterly
D. As a result of the foregoing, Respondent failed to comply with Section 13(a) of
the Exchange Act and Rules 13a-1 and 13a-13 thereunder.
In view of the allegations made by the Division of Enforcement, the Commission deems
it necessary and appropriate for the protection of investors that public administrative proceedings
be instituted to determine:
A. Whether the allegations contained in Section II above are true and, in connection
therewith, to afford the Respondent an opportunity to establish any defenses to such allegations;
B. Whether it is necessary and appropriate for the protection of investors to suspend
for a period not exceeding twelve months, or revoke the registration of each class of securities
registered pursuant to Section 12 of the Exchange Act of the Respondent identified in Section II
IT IS HEREBY ORDERED that a public hearing for the purpose of taking evidence on
the questions set forth in Section III above shall be convened at a time and place to be fixed, and
before an Administrative Law Judge to be designated by further order as provided by Rule 110
of the Commission’s Rules of Practice [17 C.F.R. § 201.110].
IT IS HEREBY FURTHER ORDERED that Respondent shall file an Answer to the
allegations contained in this Order within ten (10) days after service of this Order, as provided by
Rule 220(b) of the Commission’s Rules of Practice [17 C.F.R. § 201.220(b)].
If Respondent fails to file the directed Answer, or fails to appear at a hearing after being
duly notified, the Respondent may be deemed in default and the proceedings may be determined
against it upon consideration of this Order, the allegations of which may be deemed to be true as
provided by Rules 155(a), 220(f), 221(f), and 310 of the Commission’s Rules of Practice [17
C.F.R. §§ 201.155(a), 201.220(f), 201.221(f), and 201.310].
This Order shall be served forthwith upon Respondent personally or by certified,
registered, or Express Mail, or by other means permitted by the Commission Rules of Practice.
IT IS FURTHER ORDERED that the Administrative Law Judge shall issue an initial
decision no later than 120 days from the date of service of this Order, pursuant to Rule 360(a)(2)
of the Commission’s Rules of Practice [17 C.F.R. § 201.360(a)(2)].
In the absence of an appropriate waiver, no officer or employee of the Commission
engaged in the performance of investigative or prosecuting functions in this or any factually
related proceeding will be permitted to participate or advise in the decision of this matter, except
as witness or counsel in proceedings held pursuant to notice. Since this proceeding is not “rule
making” within the meaning of Section 551 of the Administrative Procedure Act, it is not
deemed subject to the provisions of Section 553 delaying the effective date of any final
By the Commission.
Elizabeth M. Murphy