UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

~~The~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~Earliest Event Reported): November 25, 2010

Date of Report (Date of earliest event reported): October 6, 2010

Dongsheng Pharmaceutical International Co., Ltd.

__________________________________________

(Exact name of registrant as specified in its charter)

Delaware	333-154787	~~26-2603989~~		26-2603989
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction	(Commission			(I.R.S. Employer
of incorporation)	File Number)			Identification No.)
	China Bing’qi Plaza, Floor 17, No 69, Zi Zhu Yuan Rd, Hai’dian District, Beijing People’s Republic of China 100089
	(Address of principal executive offices)
Registrant’s telephone number, including area code:			+86-10-88580708

~~China~~Not ~~Bing’qi Plaza, Floor 17, No 69,~~Applicable

~~Zi Zhu Yuan Rd, Hai’dian District, Beijing~~_____________________________________________

~~People’s~~Former ~~Republic~~name ofor ~~China~~former ~~100089~~address, if changed since last report

~~(Address~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of ~~principal~~the ~~executive~~registrant ~~offices)~~under any of the following provisions:

~~+86-10-88580708~~[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~(Telephone~~[ ] Soliciting ~~number,~~material ~~including~~pursuant ~~area~~to ~~code~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Check the appropriate box below if the Form 8~~[ ] Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~Rule ~~satisfy~~14d-2(b) ~~the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Exchange ~~provisions~~Act (~~see~~17 ~~General~~CFR ~~Instruction A~~240.14d-2~~. below~~(b):)

~~o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o~~ [ ] Pre-commencement communications pursuant to Rule ~~14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule~~ 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.~~02 Departure~~01 ofEntry ~~Directors~~into ora ~~Certain~~Material ~~Officers;~~Definitive ~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Appointment~~On November 25, 2010, Dongsheng Pharmaceutical International Co., Ltd. (the “Company”) entered into a Product Transfer and Cooperation Agreement (the “Transfer Agreement”) with Shanghai Wan’Te Pharmaceutical Co., Ltd. (“Wan’Te”) pursuant to which Wan’Te transferred to the Company all intellectual property rights, along with exclusive sales and manufacturing rights, of ~~Director~~micro-emulsion alprostadil injection (the “Product”) for an aggregate purchase price of RMB 10 million (the “Purchase Price”). The Company shall pay the first RMB 2.4 million of the Purchase Price in cash within seven days of signing the Transfer Agreement. The Company shall pay the remaining RMB 7.6 million of the Purchase Price following approval of the product by the State Food and Drug Administration of China as follows: (i) RMB 2.6 million in cash and (ii) the issuance to Wan’Te of 505,000 shares of the common stock of the Company (the “Second Payment Shares”). Notwithstanding the foregoing, if the closing price of the Company’s common stock on the date on which the Second Payment Shares would otherwise be issuable to Wan’Te pursuant to the Transfer Agreement is lower than $1.50 per share, Wan’Te shall have the right, but not the obligation, to require the Company to pay to Wan’Te RMB 5 million in cash in lieu of the Second Payment Shares.

~~Effective~~The ~~October~~Company 6,intends ~~2010,~~to file the ~~board~~Transfer ofAgreement ~~directors~~as ofan ~~Dongsheng~~exhibit ~~Pharmaceutical~~to ~~International~~its ~~Co.,~~Quarterly ~~Ltd.~~Report (on Form 10-Q for the ~~“Company”)~~period ~~appointed~~ending ~~Robert~~December I31, 2010. The ~~Adler~~foregoing (description of the ~~“Director”)~~Transfer toAgreement ~~the~~is ~~Company’s~~qualified ~~board~~in ofits ~~directors~~entirety ~~(the~~by ~~“Board”)~~reference to such exhibit. AsThe ofCompany ~~the~~issued ~~date~~a ofpress ~~this~~release ~~filing~~on November 29, ~~Mr.~~2010 ~~Adler~~describing ~~has~~the ~~been~~Transfer ~~appointed~~Agreement toand the ~~Audit~~transactions ~~Committee~~contemplated thereby, a copy of ~~the~~which ~~Board~~is attached hereto as Exhibit 99.1.

~~Robert~~Item I3.02. ~~Adler,~~Unregistered ~~age~~Sales ~~76,~~of ~~Director~~Equity Securities.

~~Mr.~~As ~~Adler~~more ~~currently~~fully ~~serves~~described asin aItem ~~director~~1.01 ~~and~~above, ~~chairman~~ on ~~the~~November ~~audit~~25, ~~committee~~2010 of the ~~board~~Company ofentered ~~directors~~into ofthe ~~Precision~~Transfer ~~Aerospace~~Agreement ~~Components,~~with ~~Inc.~~Wan’Te, apursuant ~~stocking~~to ~~distributor~~which ofthe ~~precision~~Company ~~fasteners~~may ~~based~~issue ~~in New York, NY (“POAC”). Mr. Adler has served POAC in this capacity since 2006. From April 2006~~ to ~~September~~Wan’Te ~~2010,~~the ~~Mr.~~Second ~~Adler~~Payment ~~served~~Shares asupon ~~a director and chairman of~~ the ~~audit~~occurrence ~~committee~~ of ~~Sinoenergy~~certain Corporation, a developer and operator of retail compressed natural gas (CNG) stations as well as a manufacturer of CNG transport vehicles, natural gas conversion kits for automobiles, and gas station equipment in Chinaevents. ~~From~~The ~~April~~Second ~~2006~~Payment ~~until~~Shares ~~May~~were ~~2010,~~offered ~~Mr. Adler served as a director~~ and ~~chairman~~may ofbe ~~the~~sold ~~audit committee of China Medicine Corp., a comprehensive enterprise engaging~~ in ~~the~~reliance ~~production~~on ~~and distribution of prescription and over~~ the ~~counter~~exemption ~~drugs,~~from ~~traditional~~registration ~~Chinese~~afforded ~~medicine~~by ~~products,~~Section herbs and dietary-supplements, medical devices, and medical formulations in China. From 2002 to 2003, Mr. Adler served as an investment advisor for UBS Financial Services. In 2002, Mr. Adler served as managing director for ING Furman Selz Asset Management 4(~~“ING”~~2)~~. Prior~~ toof ~~joining, ING, Mr. Adler served as~~ the ~~vice president and senior investment officer of BHF~~ Securities ~~Corp.~~Act ~~from 1991 to 2000. Mr. Adler obtained a B.A. degree from Swathmore College and is a member~~ of ~~the~~1933, ~~Institute~~as ~~of Chartered Financial Analysts and the New York Society of Security Analysts~~amended.

~~The~~Item ~~Company believes that Mr~~9.01 ~~Adler’s~~Financial ~~experience~~Statements ~~serving~~and ~~on the audit committees of other Chinese companies as well as his knowledge of the internal controls of public reporting companies makes him a key addition to the Board~~Exhibits.

~~Family~~(d) ~~Relationships~~Exhibits.

Mr. Adler does not have a family relationship with any of the officers or directors of the Company.

Related Party Transactions

There are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.

Director Agreement

Pursuant to a director agreement, dated October 6, 2010 (the “Director Agreement”), Mr. Adler was appointed to Board. The Director Agreement is filed as Exhibit 10.1 to the current report on Form 8-K and is incorporated herein by reference.

The term of the Director Agreement is for a period of one year, commencing on October 6, 2010, and terminating on October 6, 2011, or the earliest of certain enumerated events in the Director Agreement (the “Term”). During the Term, the Company shall pay to the Director (i) $12,000 in quarterly installments, commencing on October 6, 2010 and (ii) 30,000 stock options, such options to vest pursuant to the following schedule: (a) 10,000 stock options to vest on October 6, 2011; (b) 10,000 stock options to vest on October 6, 2012, contingent upon the renewal of the Director Agreement from October 6, 2011 to October 6, 2012; and (c) 10,000 stock options to vest on October 6, 2013, contingent upon the renewal of the Director Agreement from October 6, 2012 to October 6, 2013.

The above description of the Director Agreement does not purport to be complete and is qualified in its entity by reference to such Director Agreement, which the Company has filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Director Agreement by and between the Company and Mr. Robert Adler, effective October 6, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the ~~Registrant~~Company has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

Dated: October 12, 2010		DONGSHENG PHARMACEUTICAL INTERNATIONAL CO., LTD.
	Dongsheng Pharmaceutical International Co., Ltd.
	By:	/s/ Xiaodong Zhu
November 30, 2010	By:	/s/ Jianping Chen
		Xiaodong Zhu Chief Executive Officer
		Name: Jianping Chen
		Title: Chief Financial Officer

Exhibit Index

Exhibit No. Description

99.1	Press Release of Dongsheng Pharmaceutical International Co., Ltd. dated November 29, 2010

Filing Compare · Dongsheng Pharmaceutical International Co., Ltd.