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      <TD align=center><B>As filed with the Securities and Exchange Commission
        on June 21, 2010 </B></TD></TR>
    <TR vAlign=top>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=right>&nbsp; &nbsp;
        &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
        &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
        &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
        &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
        &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
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        &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
        &nbsp; &nbsp;<B>Registration No. 333- </B></TD></TR></TABLE>
  <P align=center><B><FONT size=5>UNITED STATES</FONT><BR></B><B><FONT
  size=5>SECURITIES AND EXCHANGE COMMISSION</FONT><BR></B><B>WASHINGTON, DC 20549
  </B></P>
  <P align=center><FONT size=4><FONT size=5><B>FORM S-8</B></FONT></FONT><B>
  <BR>REGISTRATION STATEMENT <BR></B><B><I>UNDER <BR></I></B><B><I>THE SECURITIES
  ACT OF 1933</I></B></P>
  <P align=center><B><font size="6">YAYI INTERNATIONAL INC. <BR></font></B>(Exact name of
  registrant as specified in its charter) </P>
  <TABLE
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      <TD align=center><B>Delaware </B></TD>
      <TD align=center width="50%"><B>87-0046720 </B></TD></TR>
    <TR vAlign=top>
      <TD align=center>(State or other jurisdiction of incorporation or organization) </TD>
      <TD align=center width="50%">(I.R.S. Employer Identification Number)
  </TD></TR>
    <TR vAlign=top>
      <TD align=center>&nbsp;</TD>
      <TD align=center width="50%">&nbsp; </TD></TR></TABLE>
  <P align=center>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>No. 9 Xingguang Road,
  <BR>Northern Industrial Park of Zhongbei Town, <BR>Xiqing District, Tianjin
  300384, China<BR></B>(Address of Principal Executive Offices, including zip
  code) </P>
  <P align=center><B>Yayi International Inc. 2010 Employee Stock Option and
  Stock Award Plan<BR></B>(Full title of the plan)</P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
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    <TR vAlign=top>
      <TD align=center>&nbsp; </TD>
      <TD align=center width="50%"><I>Copies of Correspondence to: </I></TD></TR>
    <TR>
      <TD align=center>&nbsp; </TD>
      <TD align=center width="50%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=center><B>Li Liu </B></TD>
      <TD align=center width="50%"><B>Louis A. Bevilacqua, Esq. </B></TD></TR>
    <TR vAlign=top>
      <TD align=center><b>Chief Executive Officer and President </b> </TD>
      <TD align=center width="50%"><b>Pillsbury Winthrop Shaw Pittman LLP </b> </TD></TR>
    <TR vAlign=top>
      <TD align=center><b>No. 9 Xingguang Road, </b> </TD>
      <TD align=center width="50%"><b>2300 N Street, N.W. </b> </TD></TR>
    <TR vAlign=top>
      <TD align=center><b>Northern Industrial Park of Zhongbei Town, </b> </TD>
      <TD align=center width="50%"><b>Washington, DC 20037 </b> </TD></TR>
    <TR vAlign=top>
      <TD align=center><b>Xiqing District, Tianjin 300384, China </b> </TD>
      <TD align=center width="50%"><b>(202)663-8000 </b> </TD></TR>
    <TR vAlign=top>
      <TD align=center><b>(86)22-2798-4033 </b></TD>
      <TD align=center width="50%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=center>(Name, address, and telephone number, including area
        <BR>code, of agent for service) </TD>
      <TD align=center width="50%"></TD></TR></TABLE>
  <P align=justify>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 the definitions of &#147;large accelerated filer,&#148;
  &#147;accelerated filer&#148; and &#147;smaller reporting company&#148; in Rule 12b-2 of the
  Exchange Act. (Check one):</P>
  <TABLE
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  cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=top>
      <TD align=center>Large accelerated filer [ ] </TD>
      <TD align=center width="25%">Accelerated filer [ ] </TD>
      <TD align=center width="25%">Non-accelerated filer [ ] </TD>
      <TD align=center width="25%">Smaller reporting </TD></TR>
    <TR vAlign=top>
      <TD align=center>&nbsp; </TD>
      <TD align=center width="25%">&nbsp; </TD>
      <TD align=center width="25%">&nbsp; </TD>
      <TD align=center width="25%">company [x] </TD></TR>
    <TR vAlign=top>
      <TD align=center>&nbsp; </TD>
      <TD align=center width="25%">&nbsp; </TD>
      <TD align=center width="25%">(Do not check if a smaller </TD>
      <TD align=center width="25%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=center>&nbsp; </TD>
      <TD align=center width="25%">&nbsp; </TD>
      <TD align=center width="25%">reporting company) </TD>
      <TD align=center width="25%">&nbsp; </TD></TR></TABLE><BR>
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  <P align=center><B>CALCULATION OF REGISTRATION FEE</B></P>
  <DIV>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 8pt; BORDER-COLLAPSE: collapse; "
  borderColor=#000000 cellSpacing=0 cellPadding=3 width="100%" border=1>
  
    <TR vAlign=top>
      <TD align=center style="border-right-style: none; border-right-width: medium"><BR><BR>Title of securities <BR>to be registered </TD>
      <TD align=center width="2%" style="border-left-style: none; border-left-width: medium">&nbsp;</TD>
      <TD align=center width="18%" style="border-right-style: none; border-right-width: medium"><BR><BR>Amount to be <BR>registered<SUP>(1)
        </SUP></TD>
      <TD align=center width="2%" style="border-left-style: none; border-left-width: medium">&nbsp;</TD>
      <TD align=center width="18%" style="border-right-style: none; border-right-width: medium">Proposed <BR>maximum <BR>offering price per
        <BR>share </TD>
      <TD align=center width="2%" style="border-left-style: none; border-left-width: medium">&nbsp;</TD>
      <TD align=center width="18%" style="border-right-style: none; border-right-width: medium">Proposed <BR>maximum <BR>aggregate
        <BR>offering price </TD>
      <TD align=center width="2%" style="border-left-style: none; border-left-width: medium">&nbsp;</TD>
      <TD align=center width="18%"><BR><BR>Amount of <BR>registration fee </TD></TR>
    <TR>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-right-style:none; border-right-width:medium" align=center bgcolor="#E6EFFF">&nbsp;Common
        stock, $0.001 par value per share (Common Stock&#148;) </TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-left-style:none; border-left-width:medium" align=center
      width="2%" bgcolor="#E6EFFF">&nbsp;</TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-right-style:none; border-right-width:medium" align=center
        width="18%" bgcolor="#E6EFFF">&nbsp;2,359,974 </TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-left-style:none; border-left-width:medium" align=center
      width="2%" bgcolor="#E6EFFF">&nbsp;</TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-right-style:none; border-right-width:medium" align=center
        width="18%" bgcolor="#E6EFFF">$1.75 (2) </TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-left-style:none; border-left-width:medium" align=center
      width="2%" bgcolor="#E6EFFF">&nbsp;</TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-right-style:none; border-right-width:medium" align=center
        width="18%" bgcolor="#E6EFFF">&nbsp;$4,129,954.5 </TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-left-style:none; border-left-width:medium" align=center
      width="2%" bgcolor="#E6EFFF">&nbsp;</TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
        width="18%" bgcolor="#E6EFFF">$295&nbsp;&nbsp;</TD></TR></TABLE></DIV><BR>
  <P align=justify>(1) Pursuant to Rule 416(a) promulgated under the
  Securities Act of 1933, as amended (the &#147;Securities Act&#148;), this registration
  statement shall also cover any additional securities that become issuable by
  reason of any stock dividend, stock split, recapitalization or other similar
  transaction.</P>
  <P align=justify>(2) Estimated solely for the purpose of calculating
  the registration fee pursuant to Rule 457(h)(1) and (c) under the Securities
  Act. The registration fee for the 2,359,974 shares available to be offered or
  sold under the Yayi International Inc. 2010 Employee Stock Option and Stock
  Award Plan is based upon the closing price of $1.75 per share of the Common
  Stock on the Over-the-Counter Bulletin Board on June 17, 2010.</P>
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  <P align=center><B>PART I<BR></B><B>INFORMATION REQUIRED IN THE SECTION 10(a)
  PROSPECTUS</B></P>
  <P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All Information required by Part I
  of Form S-8 to be contained in the prospectus is omitted from this registration
  statement in accordance with Rule 428 under the Securities Act.</P>
  <P align=center>1</P>
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  <P align=center><B>PART II<br>
  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B></P>
  <P align=justify><B>ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.</B></P>
  <P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents, which
  have been filed by Yayi International Inc. (&quot;the Company&quot;) with the Securities and Exchange Commission (the
  &#147;SEC&#148;), are incorporated in this Registration Statement by reference:
  </P>
  <P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The
  Company&#146;s Annual Report on Form 10-K for the year ended October 31, 2009 filed
  with the SEC on February 16, 2010; </P>
  <P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) The
  Company&#146;s Quarterly Report on Form 10-Q for the quarter ended January 31, 2010,
  filed with the SEC on March 17, 2010; </P>
  <P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) The
  Company&#146;s Current Reports on Form 8-K, filed with the SEC on March 2,
  2010, March 29, 2010, May 6, 2010 and June 4, 2010; and</P>
  <P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) The
  description of the Company&#146;s Common Stock contained in the Registration
  Statement on Form 8-A/A, filed with the SEC on October 2, 2003, pursuant to
  Section 12(g) under the Securities Exchange Act of 1934, as amended (the
  &#147;Exchange Act&#148;) and any further amendment or report filed hereafter for the
  purpose of updating such description.</P>
  <P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents that the Company
  files after the date of this prospectus pursuant to Section 13(a), 13(c), 14 or
  15(d) of the Exchange Act, prior to the termination of this offering, shall be
  deemed to be incorporated by reference into this prospectus and will
  automatically update information in this prospectus; provided, however, that
  notwithstanding the forgoing, unless specifically stated to the contrary, none
  of the information that the Company discloses under Items 2.02 or 7.01 of any
  Current Report on Form 8-K that the Company may from time to time furnish to the
  SEC will be incorporated by reference into, or otherwise included in, this
  prospectus.</P>
  <P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statement contained in a
  document incorporated or deemed to be incorporated by reference herein shall be
  deemed to be modified or superseded for purposes of this Registration Statement
  to the extent that a statement contained herein or in any other subsequently
  filed document which also is or is deemed to be incorporated by reference herein
  modifies or supersedes such statement. Any statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this Registration Statement. </P>
  <P align=justify><B>ITEM 4. DESCRIPTION OF SECURITIES.</B></P>
  <P style="MARGIN-LEFT: 5%" align=justify>Not applicable. </P>
  <P align=justify><B>ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.</B></P>
  <P style="MARGIN-LEFT: 5%" align=justify>Not applicable.</P>
  <P align=justify><B>ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.</B></P>
  <P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 145 of the Delaware
  General Corporation Law provides that a corporation may indemnify directors and
  officers as well as other employees and individuals against expenses (including
  attorneys&#146; fees), judgments, fines and amounts paid in settlement actually and
  reasonably incurred by such person in connection with any threatened, pending or
  completed actions, suits or proceedings in which such person is made a party by
  reason of such person being or having been a director, officer, employee or
  agent to the Company. The Delaware General Corporation Law provides that Section
  145 is not exclusive of other rights to which those seeking indemnification may
  be entitled under any by-law, agreement, vote of stockholders or disinterested
  directors or otherwise. </P>
  <P align=center>2</P>
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  <P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As permitted by the Delaware
  General Corporation Law, the Company&#146;s Amended and Restated Certificate of
  Incorporation includes provisions that eliminate, to the fullest extent
  permitted by the Delaware General Corporation Law or any other law of the State
  of Delaware, the personal liability of its directors for monetary damages for
  breach of fiduciary duty as a director.</P>
  <P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s By-laws require
  indemnification, to the fullest extent permitted under Delaware law, of any
  person who was or is made a party or is threatened to be made a party to or is
  otherwise involved in any action, suit or proceeding, whether civil, criminal,
  administrative or investigative, by reason of the fact that he or she is or was
  a director or an officer of the Company or is or was serving at the request of
  the Company as a director, officer, employee or agent of another corporation or
  of a partnership, joint venture, trust or other enterprise, including service
  with respect to an employee benefit plan, whether the basis of such proceeding
  is alleged action in an official capacity as a director, officer, employee or
  agent or in any other capacity while serving as a director, officer, employee or
  agent, against expenses, judgments, fines and amounts paid in settlement
  actually and reasonably incurred by such person in connection with such action,
  suit or proceeding; provided that the foregoing shall not apply to a director or
  officer with respect to a proceeding that was commenced by such director or
  officer except under certain circumstances. </P>
  <P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, the By-laws provide
  that expenses incurred by or on behalf of a current or former director or
  officer in connection with defending any action, suit or proceeding will be
  advanced to the director or officer by the Company upon the request of the
  director or officer, which request, if required by law, will include an
  undertaking by or on behalf of the director or officer to repay the amounts
  advanced if ultimately it is determined that the director or officer was not
  entitled to be indemnified against the expenses. </P>
  <P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The indemnification rights
  provided in the By-laws are not exclusive of any other right to which persons
  seeking indemnification may otherwise be entitled.</P>
  <P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification by us
  for liabilities arising under the Securities Act may be permitted to our
  directors, officers or persons controlling the Company pursuant to provisions of
  our Amended and Restated Certificate of Incorporation and By-laws, or otherwise, we have been advised
  that in the opinion of the SEC, such indemnification is against public policy as
  expressed in the Securities Act and is therefore unenforceable. In the event
  that a claim for indemnification by such director, officer or controlling person
  of us in the successful defense of any action, suit or proceeding is asserted by
  such director, officer or controlling person in connection with the securities
  being offered, we will, unless in the opinion of our counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by us is against public policy as
  expressed in the Securities Act and will be governed by the final adjudication
  of such issue.</P>
  <P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At the present time, there is no
  pending litigation or proceeding involving a director, officer, employee or
  other agent of ours in which indemnification would be required or permitted. We
  are not aware of any threatened litigation or proceeding, which may result in a
  claim for such indemnification. </P>
  <P align=justify><B>ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.</B></P>
  <P align=justify>Not Applicable.</P>
  <P align=justify><B>ITEM 8. EXHIBITS.</B></P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=top>
      <TD align=left><B><I><U>Exhibit</U></I></B> </TD>
      <TD align=left width="92%"><B><I><U>Description</U></I></B> </TD></TR>
    <TR>
      <TD align=left>&nbsp;</TD>
      <TD align=left width="92%">&nbsp;</TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee>4.1 </TD>
      <TD align=left width="92%" bgColor=#eeeeee>Yayi International Inc. 2010
        Employee Stock Option and Stock Award Plan (incorporated
        by&nbsp;&nbsp;reference to the Company&#146;s Current Report on Form 8-K filed
        on June 4, 2010) </TD></TR>
    <TR vAlign=bottom>
      <TD align=center colSpan=2>&nbsp;&nbsp;&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee><a href="exhibit5-1.htm">5.1 </a></TD>
      <TD align=left width="92%" bgColor=#eeeeee><a href="exhibit5-1.htm">Opinion of Pillsbury Winthrop
        Shaw Pittman LLP </a></TD>
    </TR>
    <TR>
      <TD align=left>&nbsp;</TD>
      <TD align=left width="92%">&nbsp;</TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee><a href="exhibit23-1.htm">23.1 </a></TD>
    <TD align=left width="92%" bgColor=#eeeeee><a href="exhibit23-1.htm">Consent of Morison Cogen LLP  </a></TD></TR></TABLE>
  <P align=center>3</P>
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  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>
  
    <TR>
      <TD vAlign=top width="8%" bgColor=#eeeeee ><a href="exhibit5-1.htm">23.2 </a> </TD>
      <TD bgColor=#eeeeee>
        <P align=justify><a href="exhibit5-1.htm">Consent of Pillsbury Winthrop Shaw Pittman LLP (included
        in Exhibit 5.1)</a></P></TD></TR>
    <TR>
      <TD width="8%" >&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="8%" bgColor=#eeeeee ><a href="#POWER OF ATTORNEY">24.1
      </a> </TD>
      <TD bgColor=#eeeeee>
        <P align=justify><a href="#POWER OF ATTORNEY">Power of Attorney (included on the Signature Page to this
        Registration Statement)</a></P></TD></TR></TABLE>
  <P align=justify><B>ITEM 9. UNDERTAKINGS.</B></P>
  <P align=justify>(A) The undersigned Registrant hereby undertakes:</P>
  <P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) To file, during any period in
  which offers or sales are being made, a post-effective amendment to this
  Registration Statement:</P>
  <P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp; (i) To include
  any prospectus required by Section 10(a)(3) of the Securities Act;</P>
  <P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) To
  reflect in the prospectus any facts or events arising after the effective date
  of this Registration Statement (or the most recent post-effective amendment
  thereof) which, individually or in the aggregate, represent a fundamental change
  in the information set forth in this Registration Statement. Notwithstanding the
  foregoing, any increase or decrease in volume of securities offered (if the
  total dollar value of securities offered would not exceed that which was
  registered) and any deviation from the low or high and of the estimated maximum
  offering range may be reflected in the form of prospectus filed with the SEC
  pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
  represent no more than 20 percent change in the maximum aggregate offering price
  set forth in the &#147;Calculation of Registration Fee&#148; table in the effective
  Registration Statement; and</P>
  <P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) To
  include any additional or changed material information with respect to the plan
  of distribution not previously disclosed in this Registration Statement;</P>
  <P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>provided, however</I>, that
  the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not
  apply if the Registration Statement is on Form S-8, and the information required
  to be included in a post-effective amendment by those paragraphs is contained in
  periodic reports filed with or furnished to the SEC by the Registrant pursuant
  to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
  this Registration Statement.</P>
  <P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) That, for the purpose of
  determining any liability under the Securities Act, each such post-effective
  amendment shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that time
  shall be deemed to be the initial <I>bona fide </I>offering thereof.</P>
  <P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) To remove from registration
  by means of a post-effective amendment any of the securities being registered
  which remain unsold at the termination of the offering.</P>
  <P align=justify>(B) The undersigned Registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act, each filing of
  the Registrant&#146;s annual report pursuant to Section 13(a) or 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan&#146;s
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in this Registration Statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.</P>
  <P align=justify>(C) Insofar as indemnification for liabilities arising under
  the Securities Act may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the SEC such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.</P>
  <P align=center>4</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_8></A>
  <P align=center><B>SIGNATURES</B></P>
  <P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of
  the Securities Act of 1933, the Registrant certifies that it has reasonable
  grounds to believe that it meets all of the requirements for filing on Form S-8
  and has duly caused this registration statement to be signed on its behalf by
  the undersigned, thereunto duly authorized, in City of Tianjin, People&#146;s
  Republic of China, on this 21<SUP>st </SUP>day of June, 2010.</P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=top>
      <TD align=left  >&nbsp;</TD>
      <TD align=left width="48%" colSpan=2><B>YAYI INTERNATIONAL INC.</B> </TD></TR>
    <TR>
      <TD  >&nbsp;</TD>
      <TD width="5%" >&nbsp; </TD>
      <TD width="43%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left  >&nbsp;</TD>
      <TD align=left width="5%" >By </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="43%">/s/ Li
        Liu </TD></TR>
    <TR vAlign=top>
      <TD align=left  >&nbsp;</TD>
      <TD align=left width="5%" >&nbsp; </TD>
      <TD align=left width="43%">Li Liu </TD></TR>
    <TR vAlign=top>
      <TD align=left  >&nbsp;</TD>
      <TD align=left width="5%" >&nbsp; </TD>
      <TD align=left width="43%">President and Chief Executive Officer
    </TD></TR></TABLE>
  <P align=center><B><a name="POWER OF ATTORNEY">POWER OF ATTORNEY</a></B></P>
  <P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL PERSONS BY THESE
  PRESENTS, that each person whose signature to this Registration Statement on
  Form S-8 appears below hereby constitutes and appoints Li Liu and Jing Chen, and
  each or any of them, his true and lawful attorney-in-fact and agent, with full
  power of substitution and resubstitution, for him and in his name, place and
  stead, in any and all capacities, to sign any and all amendments (including
  post-effective amendments) to this Registration Statement on Form S-8, and to
  sign any registration statement for the same offering covered by this
  Registration Statement on Form S-8 that is to be effective on filing pursuant to
  Rule 462(b) promulgated under the Securities Act of 1933, and all post-effective
  amendments thereto, and to file the same, with all exhibits thereto and other
  documents in connection therewith, with the Securities and Exchange Commission, granting
  unto said attorneys-in-fact and agents full power and authority to do and
  perform each and every act and thing requisite and necessary to be done in and
  about the premises, as fully to all intents and purposes as he might or could do
  in person, hereby ratifying and confirming all that said attorneys-in-fact and
  agents or his substitute or their substitutes, may lawfully do or cause to be
  done by virtue hereof.</P>
  <P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of
  the Securities Act of 1933, this Registration Statement has been signed by the
  following persons in the capacities indicated on June 21, 2010.</P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=top>
      <TD align=left width="35%" nowrap><B>SIGNATURE</B> </TD>
      <TD align=left>&nbsp;</TD>
      <TD align=left width="50%"><B>TITLE</B> </TD></TR>
    <TR>
      <TD width="35%" nowrap>&nbsp; </TD>
      <TD>&nbsp;</TD>
      <TD width="50%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left width="35%" nowrap style="border-bottom-style: solid; border-bottom-width: 1">/s/ Li Liu</TD>
      <TD align=left>&nbsp;</TD>
      <TD align=left width="50%">Chief Executive Officer, President and Chairman
      </TD></TR>
    <TR vAlign=top>
      <TD align=left width="35%" nowrap style="border-top-style: solid; border-top-width: 1">Li Liu </TD>
      <TD align=left>&nbsp;</TD>
      <TD align=left width="50%">(Principal Executive Officer) </TD></TR>
    <TR>
      <TD width="35%" nowrap>&nbsp; </TD>
      <TD>&nbsp;</TD>
      <TD width="50%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left width="35%" nowrap style="border-bottom-style: solid; border-bottom-width: 1">/s/ Jing Chen</TD>
      <TD align=left>&nbsp;</TD>
      <TD align=left width="50%">Chief Financial Officer </TD></TR>
    <TR vAlign=top>
      <TD align=left width="35%" nowrap style="border-top-style: solid; border-top-width: 1">Jing Chen </TD>
      <TD align=left>&nbsp;</TD>
      <TD align=left width="50%">(Principal Financial Officer and Accounting
        Officer) </TD></TR>
    <TR>
      <TD width="35%" nowrap>&nbsp; </TD>
      <TD>&nbsp;</TD>
      <TD width="50%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left width="35%" nowrap style="border-bottom-style: solid; border-bottom-width: 1">/s/ Fung Shek</TD>
      <TD align=left>&nbsp;</TD>
      <TD align=left width="50%">Director </TD></TR>
    <TR vAlign=top>
      <TD align=left width="35%" nowrap style="border-top-style: solid; border-top-width: 1">Fung Shek </TD>
      <TD align=left>&nbsp;</TD>
      <TD align=left width="50%">&nbsp; </TD></TR>
    <TR>
      <TD width="35%" nowrap>&nbsp; </TD>
      <TD>&nbsp;</TD>
      <TD width="50%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left width="35%" nowrap style="border-bottom-style: solid; border-bottom-width: 1">/s/ Yanli Ci</TD>
      <TD align=left>&nbsp;</TD>
      <TD align=left width="50%">Director </TD></TR>
    <TR vAlign=top>
      <TD align=left width="35%" nowrap style="border-top-style: solid; border-top-width: 1">Yanli Ci </TD>
      <TD align=left>&nbsp;</TD>
      <TD align=left width="50%">&nbsp; </TD></TR>
    <TR>
      <TD width="35%" nowrap>&nbsp; </TD>
      <TD>&nbsp;</TD>
      <TD width="50%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left width="35%" nowrap style="border-bottom-style: solid; border-bottom-width: 1">/s/ Kenneth Jue Lee</TD>
      <TD align=left>&nbsp;</TD>
      <TD align=left width="50%">Director </TD></TR>
    <TR vAlign=top>
      <TD align=left width="35%" nowrap style="border-top-style: solid; border-top-width: 1">Kenneth Jue Lee </TD>
      <TD align=left>&nbsp;</TD>
      <TD align=left width="50%">&nbsp; </TD></TR>
    <TR>
      <TD width="35%" nowrap>&nbsp; </TD>
      <TD>&nbsp;</TD>
      <TD width="50%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left width="35%" nowrap style="border-bottom-style: solid; border-bottom-width: 1">/s/ Gang Sheng</TD>
      <TD align=left>&nbsp;</TD>
      <TD align=left width="50%">Director </TD></TR>
    <TR vAlign=top>
      <TD align=left width="35%" nowrap style="border-top-style: solid; border-top-width: 1">Gang Sheng </TD>
      <TD align=left>&nbsp;</TD>
      <TD align=left width="50%">&nbsp; </TD></TR></TABLE>
  <P align=center>5</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_9></A>
  <P align=center><B>INDEX TO EXHIBITS</B></P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=top>
      <TD align=left ><B><I><U>Exhibit</U></I></B> </TD>
      <TD align=left width="92%"><B><I><U>Description</U></I></B> </TD></TR>
    <TR>
      <TD align=left >&nbsp;</TD>
      <TD align=left width="92%" >&nbsp;</TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee >4.1 </TD>
      <TD align=left width="92%" bgColor=#eeeeee>Yayi International Inc. 2010
        Employee Stock Option and Stock Award Plan (incorporated
        by&nbsp;&nbsp;reference to the Company&#146;s Current Report on Form 8-K filed
        on June 4, 2010) </TD></TR>
    <TR vAlign=bottom>
      <TD align=center></TD>
      <TD align=center width="92%" >&nbsp;</TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee ><a href="exhibit5-1.htm">5.1 </a></TD>
      <TD align=left width="92%" bgColor=#eeeeee><a href="exhibit5-1.htm">Opinion of Pillsbury Winthrop
        Shaw Pittman LLP </a></TD>
    </TR>
    <TR>
      <TD align=left >&nbsp;</TD>
      <TD align=left width="92%" >&nbsp;</TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee ><a href="exhibit23-1.htm">23.1 </a></TD>
    <TD align=left width="92%" bgColor=#eeeeee><a href="exhibit23-1.htm">Consent of Morison Cogen LLP  </a></TD></TR>
    <TR>
      <TD align=left >&nbsp;</TD>
      <TD align=left width="92%" >&nbsp;</TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee ><a href="exhibit5-1.htm">23.2 </a> </TD>
      <TD align=left width="92%" bgColor=#eeeeee><a href="exhibit5-1.htm">Consent of Pillsbury Winthrop
        Shaw Pittman LLP (included in Exhibit 5.1) </a> </TD></TR>
    <TR>
      <TD align=left >&nbsp;</TD>
      <TD align=left width="92%" >&nbsp;</TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee ><a href="#POWER OF ATTORNEY">24.1 </a> </TD>
      <TD align=left width="92%" bgColor=#eeeeee><a href="#POWER OF ATTORNEY">Power of Attorney (included on
  the Signature Page to this Registration Statement)</a></TD></TR></TABLE>
  <BR>
  <HR align=center width="100%" color=black noShade SIZE=5>
  
  </BODY>
  
  </HTML>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "forms8.htm", "description": "FORM S-8", "secsgml_size_bytes": 33913}]
metadata_filer: {"company-data": {"conformed-name": "Yayi International Inc", "cik": "0000789860", "assigned-sic": "2020", "irs-number": "870446720", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-167651", "film-number": "10908145"}, "business-address": {"street1": "9 XING GUANG ROAD,", "street2": "ZHONG BEI INDUSTRIAL PARK", "city": "XI QING DISTRICT, TIANJIN,", "state": "F4", "zip": "300384", "phone": "8012953400"}, "mail-address": {"street1": "9 XING GUANG ROAD,", "street2": "ZHONG BEI INDUSTRIAL PARK", "city": "XI QING DISTRICT, TIANJIN,", "state": "F4", "zip": "300384"}, "former-company": [{"former-conformed-name": "Ardmore Holding CORP", "date-changed": "20070612"}, {"former-conformed-name": "I NET INC", "date-changed": "19931025"}, {"former-conformed-name": "FIN USA INC", "date-changed": "19931001"}]}
text: Yayi International Inc.: Form S-8- Filed by newsfilecorp.com
  As filed with the Securities and Exchange Commission
        on June 21, 2010
  Registration No. 333-
  UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  WASHINGTON, DC 20549
  FORM S-8
  REGISTRATION STATEMENT
  UNDER
  THE SECURITIES
  ACT OF 1933
  YAYI INTERNATIONAL INC.
  (Exact name of
  registrant as specified in its charter)
  Delaware
  87-0046720
  (State or other jurisdiction of incorporation or organization)
  (I.R.S. Employer Identification Number)
  No. 9 Xingguang Road,
  Northern Industrial Park of Zhongbei Town,
  Xiqing District, Tianjin
  300384, China
  (Address of Principal Executive Offices, including zip
  code)
  Yayi International Inc. 2010 Employee Stock Option and
  Stock Award Plan
  (Full title of the plan)
  Copies of Correspondence to:
  Li Liu
  Louis A. Bevilacqua, Esq.
  Chief Executive Officer and President
  Pillsbury Winthrop Shaw Pittman LLP
  No. 9 Xingguang Road,
  2300 N Street, N.W.
  Northern Industrial Park of Zhongbei Town,
  Washington, DC 20037
  Xiqing District, Tianjin 300384, China
  (202)663-8000
  (86)22-2798-4033
  (Name, address, and telephone number, including area
  code, of agent for service)
  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 the definitions of "large accelerated filer,"
  "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
  Exchange Act. (Check one):
  Large accelerated filer [ ]
  Accelerated filer [ ]
  Non-accelerated filer [ ]
  Smaller reporting
  company [x]
  (Do not check if a smaller
  reporting company)
  CALCULATION OF REGISTRATION FEE
  Title of securities
  to be registered
  Amount to be
  registered
  (1)
  Proposed
  maximum
  offering price per
  share
  Proposed
  maximum
  aggregate
  offering price
  Amount of
  registration fee
  Common
        stock, $0.001 par value per share (Common Stock")
  2,359,974
  $1.75 (2)
  $4,129,954.5
  $295
  (1) Pursuant to Rule 416(a) promulgated under the
  Securities Act of 1933, as amended (the "Securities Act"), this registration
  statement shall also cover any additional securities that become issuable by
  reason of any stock dividend, stock split, recapitalization or other similar
  transaction.
  (2) Estimated solely for the purpose of calculating
  the registration fee pursuant to Rule 457(h)(1) and (c) under the Securities
  Act. The registration fee for the 2,359,974 shares available to be offered or
  sold under the Yayi International Inc. 2010 Employee Stock Option and Stock
  Award Plan is based upon the closing price of $1.75 per share of the Common
  Stock on the Over-the-Counter Bulletin Board on June 17, 2010.
  PART I
  INFORMATION REQUIRED IN THE SECTION 10(a)
  PROSPECTUS
  All Information required by Part I
  of Form S-8 to be contained in the prospectus is omitted from this registration
  statement in accordance with Rule 428 under the Securities Act.
  1
  PART II
  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  The following documents, which
  have been filed by Yayi International Inc. ("the Company") with the Securities and Exchange Commission (the
  "SEC"), are incorporated in this Registration Statement by reference:
  (a) The
  Company's Annual Report on Form 10-K for the year ended October 31, 2009 filed
  with the SEC on February 16, 2010;
  (b) The
  Company's Quarterly Report on Form 10-Q for the quarter ended January 31, 2010,
  filed with the SEC on March 17, 2010;
  (c) The
  Company's Current Reports on Form 8-K, filed with the SEC on March 2,
  2010, March 29, 2010, May 6, 2010 and June 4, 2010; and
  (d) The
  description of the Company's Common Stock contained in the Registration
  Statement on Form 8-A/A, filed with the SEC on October 2, 2003, pursuant to
  Section 12(g) under the Securities Exchange Act of 1934, as amended (the
  "Exchange Act") and any further amendment or report filed hereafter for the
  purpose of updating such description.
  All documents that the Company
  files after the date of this prospectus pursuant to Section 13(a), 13(c), 14 or
  15(d) of the Exchange Act, prior to the termination of this offering, shall be
  deemed to be incorporated by reference into this prospectus and will
  automatically update information in this prospectus; provided, however, that
  notwithstanding the forgoing, unless specifically stated to the contrary, none
  of the information that the Company discloses under Items 2.02 or 7.01 of any
  Current Report on Form 8-K that the Company may from time to time furnish to the
  SEC will be incorporated by reference into, or otherwise included in, this
  prospectus.
  Any statement contained in a
  document incorporated or deemed to be incorporated by reference herein shall be
  deemed to be modified or superseded for purposes of this Registration Statement
  to the extent that a statement contained herein or in any other subsequently
  filed document which also is or is deemed to be incorporated by reference herein
  modifies or supersedes such statement. Any statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this Registration Statement.
  ITEM 4. DESCRIPTION OF SECURITIES.
  Not applicable.
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  Not applicable.
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  Section 145 of the Delaware
  General Corporation Law provides that a corporation may indemnify directors and
  officers as well as other employees and individuals against expenses (including
  attorneys' fees), judgments, fines and amounts paid in settlement actually and
  reasonably incurred by such person in connection with any threatened, pending or
  completed actions, suits or proceedings in which such person is made a party by
  reason of such person being or having been a director, officer, employee or
  agent to the Company. The Delaware General Corporation Law provides that Section
  145 is not exclusive of other rights to which those seeking indemnification may
  be entitled under any by-law, agreement, vote of stockholders or disinterested
  directors or otherwise.
  2
  As permitted by the Delaware
  General Corporation Law, the Company's Amended and Restated Certificate of
  Incorporation includes provisions that eliminate, to the fullest extent
  permitted by the Delaware General Corporation Law or any other law of the State
  of Delaware, the personal liability of its directors for monetary damages for
  breach of fiduciary duty as a director.
  The Company's By-laws require
  indemnification, to the fullest extent permitted under Delaware law, of any
  person who was or is made a party or is threatened to be made a party to or is
  otherwise involved in any action, suit or proceeding, whether civil, criminal,
  administrative or investigative, by reason of the fact that he or she is or was
  a director or an officer of the Company or is or was serving at the request of
  the Company as a director, officer, employee or agent of another corporation or
  of a partnership, joint venture, trust or other enterprise, including service
  with respect to an employee benefit plan, whether the basis of such proceeding
  is alleged action in an official capacity as a director, officer, employee or
  agent or in any other capacity while serving as a director, officer, employee or
  agent, against expenses, judgments, fines and amounts paid in settlement
  actually and reasonably incurred by such person in connection with such action,
  suit or proceeding; provided that the foregoing shall not apply to a director or
  officer with respect to a proceeding that was commenced by such director or
  officer except under certain circumstances.
  In addition, the By-laws provide
  that expenses incurred by or on behalf of a current or former director or
  officer in connection with defending any action, suit or proceeding will be
  advanced to the director or officer by the Company upon the request of the
  director or officer, which request, if required by law, will include an
  undertaking by or on behalf of the director or officer to repay the amounts
  advanced if ultimately it is determined that the director or officer was not
  entitled to be indemnified against the expenses.
  The indemnification rights
  provided in the By-laws are not exclusive of any other right to which persons
  seeking indemnification may otherwise be entitled.
  Insofar as indemnification by us
  for liabilities arising under the Securities Act may be permitted to our
  directors, officers or persons controlling the Company pursuant to provisions of
  our Amended and Restated Certificate of Incorporation and By-laws, or otherwise, we have been advised
  that in the opinion of the SEC, such indemnification is against public policy as
  expressed in the Securities Act and is therefore unenforceable. In the event
  that a claim for indemnification by such director, officer or controlling person
  of us in the successful defense of any action, suit or proceeding is asserted by
  such director, officer or controlling person in connection with the securities
  being offered, we will, unless in the opinion of our counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by us is against public policy as
  expressed in the Securities Act and will be governed by the final adjudication
  of such issue.
  At the present time, there is no
  pending litigation or proceeding involving a director, officer, employee or
  other agent of ours in which indemnification would be required or permitted. We
  are not aware of any threatened litigation or proceeding, which may result in a
  claim for such indemnification.
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  Not Applicable.
  ITEM 8. EXHIBITS.
  Exhibit
  Description
  4.1
  Yayi International Inc. 2010
        Employee Stock Option and Stock Award Plan (incorporated
        by  reference to the Company's Current Report on Form 8-K filed
        on June 4, 2010)
  5.1
  Opinion of Pillsbury Winthrop
        Shaw Pittman LLP
  23.1
  Consent of Morison Cogen LLP
  3
  23.2
  Consent of Pillsbury Winthrop Shaw Pittman LLP (included
        in Exhibit 5.1)
  24.1
  Power of Attorney (included on the Signature Page to this
        Registration Statement)
  ITEM 9. UNDERTAKINGS.
  (A) The undersigned Registrant hereby undertakes:
  (1) To file, during any period in
  which offers or sales are being made, a post-effective amendment to this
  Registration Statement:
  (i) To include
  any prospectus required by Section 10(a)(3) of the Securities Act;
  (ii) To
  reflect in the prospectus any facts or events arising after the effective date
  of this Registration Statement (or the most recent post-effective amendment
  thereof) which, individually or in the aggregate, represent a fundamental change
  in the information set forth in this Registration Statement. Notwithstanding the
  foregoing, any increase or decrease in volume of securities offered (if the
  total dollar value of securities offered would not exceed that which was
  registered) and any deviation from the low or high and of the estimated maximum
  offering range may be reflected in the form of prospectus filed with the SEC
  pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
  represent no more than 20 percent change in the maximum aggregate offering price
  set forth in the "Calculation of Registration Fee" table in the effective
  Registration Statement; and
  (iii) To
  include any additional or changed material information with respect to the plan
  of distribution not previously disclosed in this Registration Statement;
  provided, however
  , that
  the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not
  apply if the Registration Statement is on Form S-8, and the information required
  to be included in a post-effective amendment by those paragraphs is contained in
  periodic reports filed with or furnished to the SEC by the Registrant pursuant
  to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
  this Registration Statement.
  (2) That, for the purpose of
  determining any liability under the Securities Act, each such post-effective
  amendment shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that time
  shall be deemed to be the initial
  bona fide
  offering thereof.
  (3) To remove from registration
  by means of a post-effective amendment any of the securities being registered
  which remain unsold at the termination of the offering.
  (B) The undersigned Registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act, each filing of
  the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in this Registration Statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  (C) Insofar as indemnification for liabilities arising under
  the Securities Act may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the SEC such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  4
  SIGNATURES
  Pursuant to the requirements of
  the Securities Act of 1933, the Registrant certifies that it has reasonable
  grounds to believe that it meets all of the requirements for filing on Form S-8
  and has duly caused this registration statement to be signed on its behalf by
  the undersigned, thereunto duly authorized, in City of Tianjin, People's
  Republic of China, on this 21
  st
  day of June, 2010.
  YAYI INTERNATIONAL INC.
  By
  /s/ Li
        Liu
  Li Liu
  President and Chief Executive Officer
  POWER OF ATTORNEY
  KNOW ALL PERSONS BY THESE
  PRESENTS, that each person whose signature to this Registration Statement on
  Form S-8 appears below hereby constitutes and appoints Li Liu and Jing Chen, and
  each or any of them, his true and lawful attorney-in-fact and agent, with full
  power of substitution and resubstitution, for him and in his name, place and
  stead, in any and all capacities, to sign any and all amendments (including
  post-effective amendments) to this Registration Statement on Form S-8, and to
  sign any registration statement for the same offering covered by this
  Registration Statement on Form S-8 that is to be effective on filing pursuant to
  Rule 462(b) promulgated under the Securities Act of 1933, and all post-effective
  amendments thereto, and to file the same, with all exhibits thereto and other
  documents in connection therewith, with the Securities and Exchange Commission, granting
  unto said attorneys-in-fact and agents full power and authority to do and
  perform each and every act and thing requisite and necessary to be done in and
  about the premises, as fully to all intents and purposes as he might or could do
  in person, hereby ratifying and confirming all that said attorneys-in-fact and
  agents or his substitute or their substitutes, may lawfully do or cause to be
  done by virtue hereof.
  Pursuant to the requirements of
  the Securities Act of 1933, this Registration Statement has been signed by the
  following persons in the capacities indicated on June 21, 2010.
  SIGNATURE
  TITLE
  /s/ Li Liu
  Chief Executive Officer, President and Chairman
  Li Liu
  (Principal Executive Officer)
  /s/ Jing Chen
  Chief Financial Officer
  Jing Chen
  (Principal Financial Officer and Accounting
        Officer)
  /s/ Fung Shek
  Director
  Fung Shek
  /s/ Yanli Ci
  Director
  Yanli Ci
  /s/ Kenneth Jue Lee
  Director
  Kenneth Jue Lee
  /s/ Gang Sheng
  Director
  Gang Sheng
  5
  INDEX TO EXHIBITS
  Exhibit
  Description
  4.1
  Yayi International Inc. 2010
        Employee Stock Option and Stock Award Plan (incorporated
        by  reference to the Company's Current Report on Form 8-K filed
        on June 4, 2010)
  5.1
  Opinion of Pillsbury Winthrop
        Shaw Pittman LLP
  23.1
  Consent of Morison Cogen LLP
  23.2
  Consent of Pillsbury Winthrop
        Shaw Pittman LLP (included in Exhibit 5.1)
  24.1
  Power of Attorney (included on
  the Signature Page to this Registration Statement)