UNITED
STATES


SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C. 20549




FORM 10-K/A


(Amendment
No. 3)





(Mark One)


x
            Annual
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
      of 1934





For the fiscal year ended
December 31,
2008 .




or




 ̈
            Transition
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
      of 1934





For the transition period from
__________ to __________.





Commission
File Number 000-83125





YUHE
INTERNATIONAL, INC.


(Exact
name of registrant as specified in its charter)




Nevada
            
            87-0569467(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (I.R.S.
      Employer
              Identification
      No.)301
      Hailong Street
              Hanting
      District, Weifang, Shandong Province
              The
      People’s Republic of China(Address including zip code of
      principal executive offices)




Registrant’s
telephone number, including area code (86) 536 736 3688





Securities
registered pursuant to Section 12(b) of the Act: None





Securities registered pursuant to
Section 12(g) of the Act:   Common stock, $0.001 par
value




Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.  ̈  Yes No x





Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d)
of the Act.    Yes  ̈ No x




Indicate by check mark whether the
registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes
x No o




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every


Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the


preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).  Yes o   No
o





Indicate by check mark if disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405
of this chapter) is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of “accelerated filer,” “large accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):





Large accelerated filer  ̈ Accelerated filer  ̈


Non-accelerated filer  ̈ 
x  Smaller reporting
company





Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the
Act).    Yes  ̈ No x





The
aggregate market value of voting and non-voting common equity held by
non-affiliates of the registrant as of June 30, 2008, based upon the closing
price of the common stock as reported by the OTC Bulletin Board under the symbol
“YUII” on such date, was approximately $13,700,000.




There were 15,722,180 shares of the registrant’s common
stock issued and outstanding as of March 19, 2009.










EXPLANATORY
NOTE




This
Amendment No. 3 on Form 10-K/A, the “Amendment”, amends the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2008, as filed with the Securities and Exchange Commission, the “SEC”, on
March 31, 2009, as amended by the Company’s Form 10K/A No. 1 and No. 2, as
filed with the SEC on April 22, 2009 and May 13, 2009 respectively, the
“Original Filing”, and  is being filed for the sole purpose to include
a further revised Item 9A of Part II discussing the Company’s (i) disclosure
controls and procedures and (ii) internal control over financial
reporting.





In
connection with the filing of this Amendment No. 3, and as required by
Rule 12b-15 of the Securities Exchange Act of 1934, the Company is also
filing as exhibits to this Amendment the certifications pursuant to
Rule 13a-14(a). Because no financial statements are contained within this
Amendment, the Company is not including those parts of the
Rule 13a-14(a) certifications pertaining to financial statements and
is not including certifications pursuant to Rule 13a-14(b) (18 U.S.C.
§1350).





This
Amendment No. 3 to the Original Filing is solely for the purpose described
above.  The Company has not revised, modified or updated any other
disclosures that were presented in the Original Filing, unless such revisions,
modification or updates were expressly set forth herein.  This Amendment
No. 3 does not reflect any events that may have occurred subsequent to the
Original Filing.  All other information not affected by this Amendment No.
3 remains unchanged and reflects the disclosure made at the time of the filing
of the Original Filing.










ITEM
9A. CONTROLS AND PROCEDURES
 
 (a)
                Disclosure
      controls and procedures
 
 The
Company’s disclosure controls and procedures are designed to provide reasonable
assurance of achieving the Company’s objectives, and management necessarily
applies its judgment in evaluating the cost-benefit relationship of possible
controls and procedures.
 
 The
Company’s management, with the participation of its chief executive officer and
chief financial officer, Messrs. Gao Zhentao and Hu Gang, respectively evaluated
the effectiveness of the Company’s disclosure controls and procedures. The term
“disclosure controls and procedures,” as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act, means controls and other procedures of a
company that are designed to ensure that information required to be
disclosed by a company in the reports, such as this 10-K, that it files or
submits under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the SEC’s rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by a company in the
reports that it files or submits under the Exchange Act is accumulated and
communicated to the company’s management, including its principal executive and
principal financial officers, as appropriate to allow timely decisions regarding
required disclosure.   Based on that evaluation, Messrs. Gao and
Hu concluded that because of the existence of certain related party loans in
violation of Section 402 of the Sarbanes-Oxley Act of 2002 contributed to in
part by a lack of review and approval of these related party loans by
independent directors constituting a significant deficiency in internal control
over financial reporting, the Company’s disclosure controls and procedures were
not effective as of December 31, 2008.
  
 
 (b)
                Management’s
      report on internal control over financial
  reporting
 
 Management
of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting. The Company’s internal control system was
designed to provide reasonable assurance to its management and Board of
Directors regarding the preparation and fair presentation of financial
statements, and includes those policies and procedures which:-
 
 (i)
              Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of its
      assets;
 
 (ii)
              Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with U.S. GAAP, and that
      its receipts and expenditures are being made only in accordance with the
      authorization of the Company’s management and directors;
    and
 
 (iii)
              Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the Company’s assets that
      could have a material effect on the financial
  statements.
 
 In making
its assessment of internal control over financial reporting, the management used
the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in Internal Control—Integrated Framework .
 
 Pursuant
to Rule 15d-15 of the Exchange Act, the Company’s management, with the
participation of its chief executive officer and chief financial officer,
Messrs. Gao Zhentao and Hu Gang, respectively, evaluated the effectiveness of
the Company’s internal control over financial reporting as of December 31,
2008.  Based on this evaluation, the Company’s management concluded
that as of December 31, 2008, the Company’s internal controls over financial
reporting were not effective.
  Management
had concluded, as of December 31, 2008, that a material weakness existed with
respect to compliance with Section 402 of the Sarbanes-Oxley Act of
2002.  As of December 31, 2008, the Company advanced money to four
related parties with a total outstanding amount in excess of $3.7 million, of
which, the Company advanced over $3.5 million to one related party, Shandong
Yuhe Food Group Co., Ltd.  The Company has concluded that the above
loans are prohibited transactions under Section 402 of the Sarbanes-Oxley Act of
2002, but not because of any improper accounting of such loans.
  
  In order
to address the foregoing material weakness, the Company has taken or is taking
the following remedial measures:-
 
 ·
                The
      Company will no longer make payments to any related parties that would be
      classified as a loan and will collect the outstanding amount from Shandong
      Yuhe Food Group Co., Ltd. and other related parties;
  and
 ·
                  The
      Company’s independent directors will undertake a thorough review of the
      Company’s internal controls and procedures with the intention of expanding
      and formalizing its policies and procedures to avoid future violations of
      the Sarbanes-Oxley Act of 2002, and other applicable laws, rules and
      regulations, including controls and procedures for
      reviewing  the making and extension of any related party loan in
      the future.
 
 The
Company believes that the foregoing steps will remediate the material weakness
identified above, and the Company will continue to monitor the effectiveness of
these steps and make any changes that the Company’s management deems
appropriate.
 
 Separately,
the Company has determined to adopt the measures set forth below to generally
improve its corporate governance and oversight.  The measures set
forth below are not necessarily related to, or in response to, the material
weakness identified above:-
 
 ·
                The
      Company is in the process of arranging necessary training for its
      accounting department staff;
 ·
                The
      Company is in the process of engaging external professional accounting or
      consultancy firms to assist it in the preparation of the US GAAP
      accounts;
 ·
                The
      Company has committed to the establishment of effective internal audit
      functions; however, due to the scarcity of qualified candidates with
      extensive experiences in U.S. GAAP reporting and accounting in the region,
      the Company was not able to hire sufficient internal audit resources
      before the end of its reporting period.  However, the Company
      will increase its search for qualified candidates with assistance from
      recruiters and through referrals;
and
 ·
                The
      Company has allocated significant financial and human resources to
      strengthen the internal control structure.  As part of its
      efforts to comply with Section 404 of the Sarbanes-Oxley Act of 2002 for
      fiscal year 2009, the Company has been actively working with external
      consultants to assess its data collection, financial reporting, and
      control procedures and to strengthen its internal controls over financial
      reporting.
 
 There
were no changes in the Company’s internal control over financial reporting
identified in connection with the evaluation performed that occurred during the
period covered by this report that has materially affected or is reasonably
likely to materially affect, the Company’s internal control over financial
reporting.
 
 This
annual report does not include an attestation report of the Company’s
independent registered public accounting firm regarding internal control over
financial reporting.  Management’s report was not subject to attestation by
the Company’s registered public accounting firm pursuant to temporary rules of
the Securities and Exchange Commission that permit the Company to provide only
management’s report in this annual report.







SIGNATURES




In
accordance with Section 13 or 15(d) of the Exchange Act, the Company caused this
report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto
duly authorized.





Date:
June 3, 2009




Yuhe International, Inc.By:
              /s/
      Gao ZhentaoGao ZhentaoChief Executive Officer(On behalf of the Registrant and as
                Principal Executive Officer)





By:
                /s/
      Hu GangHu GangChief Financial Officer(On behalf of the Registrant and as
                  Principal Financial Officer)By:
                /s/
      Jiang YingjunJiang YingjunChief Accounting Officer(On behalf of the Registrant and as
                  Principal Accounting Officer)


Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated:










Dated
      June 3, 2009
                                    /s/
      Gao ZhentaoGao
      ZhentaoChief
      Executive Officer and DirectorDated
      June 3, 2009
                                    /s/
      Hu GangHu
      GangChief
      Financial OfficerDated
      June 3, 2009
                                    /s/
      Gao ZhentaoGao
      Zhentao, attorney-in-fact executing on behalf of Peter Li,
      Directorof
      the RegistrantDated
      June 3, 2009
                                    /s/
      Gao ZhentaoGao
      Zhentao, attorney-in-fact executing on behalf of Liu Yaojun, Director of
      the RegistrantDated
      June 3, 2009
                                    /s/
      Gao ZhentaoGao
      Zhentao, attorney-in-fact executing on behalf Greg
  Huett,Director
      of the RegistrantDated
      June 3, 2009
                                    /s/
      Han ChengxiangHan
      ChengxiangDirector
















Exhibit
Index


Exhibit
                    Number
                  
                  Description
      of Document24.1
                  
                  Power
      of Attorney [Incorporated by reference to Exhibit 24.1 to the registrant’s
      Annual Report on Form 10-K filed on March 31, 2009]*31.1
                  
                  Certification
      of the Chief Executive Officer pursuant to Rules 13a-14(a) and
      15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
      of 2002*31.2
                  
                  Certification
      of the Chief Financial Officer pursuant to Rules 13a-14(a) and
      15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
      of 2002
                    
                    *Filed
      herewith