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 20, 2012

China HGS Real Estate, Inc.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (86) 091-62622612

Not Applicable

(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 (see General Instruction A.2. below):

¨ 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 8.01. Other Events.

In a letter dated July 18, 2012, The NASDAQ Stock Market LLC ("NASDAQ") notified China HGS Real Estate, Inc.. (the "Company") that it is eligible for an additional 180-day period, or until January 14, 2013, to regain compliance with the Minimum Bid Price Requirement (as defined below). In connection with the grant of the additional 180-day period, the listing of the Company’s common stock was transferred at the Company’s request to the NASDAQ Capital Market under the existing ticker symbol (HGSH) at the opening of business on July 20, 2012.

On January 18, 2012, the Company had received a letter from NASDAQ stating that for 30 consecutive business days immediately preceding the date of the letter the Company's common stock did not maintain a minimum closing bid price of $1.00 per share ("Minimum Bid Price Requirement") as required by NASDAQ Listing Rule 5550(a)(2). The Company was provided 180 calendar days to regain compliance.

In the July 18,2012 letter, NASDAQ stated that although the Company had not regained compliance with the Minimum Bid Price Requirement by July 18, 2012, it is eligible for an additional 180-day compliance period, or until January 14, 2013, based on the Company meeting the continued listing requirements for market value of publicly held shares and all other applicable standards for initial listing on the NASDAQ Capital Market (except for the Minimum Bid Price Requirement) and having notified NASDAQ of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.

If compliance cannot be demonstrated by January 14, 2013, NASDAQ will provide written notification that the Company's securities will be delisted. At that time, the Company may appeal NASDAQ's determination to a hearings panel with a plan to regain compliance. There can be no assurances that the Company will be able to regain compliance with the Minimum Bid Price Requirement.

SIGNATURE

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.