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): ~~November~~July 2523, ~~2010~~2011

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	(Commission			(I.R.S. Employer
_____________________ (State or other jurisdiction of incorporation)	_____________ (Commission File Number)	______________ (I.R.S. Employer Identification No.)
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
	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)
	(Address of principal executive offices)
Registrant’s telephone number, including area code:			+86-10-88580708

Registrant’s telephone number, including area code: +86-10-88580708

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:

[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 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnIn ~~November~~consideration ~~25,~~of ~~2010,~~recent ~~Dongsheng~~market ~~Pharmaceutical~~conditions ~~International~~and ~~Co.,~~costs ~~Ltd.~~associated ~~(the~~with ~~“Company”)~~being ~~entered into~~ a ~~Product~~public ~~Transfer~~company, ~~and Cooperation Agreement (~~the ~~“Transfer~~Board ~~Agreement”)~~of ~~with~~Directors ~~Shanghai~~of ~~Wan’Te~~Dongsheng Pharmaceutical International Co., Ltd. (the “~~Wan’Te~~Company”) ~~pursuant~~recently todetermined ~~which~~that ~~Wan’Te~~it ~~transferred~~is toadvisable ~~the Company all intellectual property rights, along with exclusive sales~~ and ~~manufacturing~~in ~~rights, of micro-emulsion alprostadil injection (~~the ~~“Product”)~~best ~~for~~interests ~~an aggregate purchase price~~ of ~~RMB 10 million (~~the ~~“Purchase Price”). The~~ Company ~~shall~~to ~~pay~~file ~~the~~with ~~first RMB 2.4 million of~~ the ~~Purchase~~Securities ~~Price~~and inExchange ~~cash~~Commission ~~within~~a ~~seven~~Form ~~days~~15 ofto ~~signing~~suspend the ~~Transfer Agreement. The~~ Company’s ~~shall~~reporting ~~pay~~obligations ~~the~~under ~~remaining RMB 7.6 million of~~ the ~~Purchase~~Securities ~~Price~~Exchange ~~following~~Act ~~approval~~ of ~~the~~1934, ~~product by the State Food and Drug Administration of China~~ as ~~follows:~~amended (i)the ~~RMB~~“Exchange 2Act”).6 The ~~million~~Company inanticipates ~~cash~~filing ~~and~~the ~~(ii)~~Form ~~the~~15 ~~issuance~~no tolater ~~Wan’Te~~than ofAugust ~~505~~8,~~000~~ ~~shares~~2011. ofFollowing the ~~common~~filing ~~stock~~ of the ~~Company~~Form ~~(the “Second Payment Shares”). Notwithstanding the foregoing~~15, if the ~~closing~~Company ~~price~~plans ofto ~~the~~streamline ~~Company’s~~its ~~common~~operations ~~stock~~and onfocus ~~the~~more ~~date~~ on ~~which~~expanding ~~the~~its ~~Second~~drug ~~Payment~~sales ~~Shares~~netowrk, ~~would~~increasing ~~otherwise~~market beshare ~~issuable~~in toChina ~~Wan’Te~~and ~~pursuant~~diversifying toits ~~the~~product ~~Transfer~~lines, ~~Agreement~~mainly isthorough ~~lower~~research ~~than~~and ~~$1.50~~development ~~per~~initiatives ~~share,~~and ~~Wan’Te~~pursuing ~~shall~~acquisition ~~have the right~~opportunities, ~~but~~which ~~not~~are ~~the~~anticipated ~~obligation,~~ to ~~require~~benefit the Company ~~to pay to Wan’Te RMB 5 million~~ in ~~cash in lieu of~~ the ~~Second~~long ~~Payment Shares~~run.

~~The~~In ~~Company~~connection ~~intends~~with tothe ~~file~~Board’s ~~the~~approval ~~Transfer~~of ~~Agreement~~suspending asthe anCompany’s ~~exhibit~~reporting toobligations ~~its~~under ~~Quarterly~~the ~~Report~~Exchange Act, on ~~Form~~July ~~10-Q~~23, ~~for~~2011, Ms. Jianping (Jennifer) Chen, the ~~period~~Chief ~~ending~~Financial ~~December~~Officer ~~31,~~and ~~2010. The~~Principal ~~foregoing~~Accounting ~~description~~Officer of the ~~Transfer~~Company, ~~Agreement~~submitted isher ~~qualified~~resignation into ~~its~~the ~~entirety~~Board byof ~~reference~~Directors toof ~~such~~the ~~exhibit~~Company, effective the same day. ~~The~~Ms. ~~Company~~Chen ~~issued~~resigned ain ~~press~~order ~~release~~to onpursue ~~November~~other ~~29,~~professional ~~2010~~opportunities ~~describing~~that ~~the~~would ~~Transfer~~allow ~~Agreement~~her ~~and~~to ~~the~~utilize ~~transactions~~her ~~contemplated~~accounting ~~thereby,~~and afinance ~~copy~~skills, ofand ~~which~~not isdue ~~attached~~to ~~hereto~~any asdisagreement ~~Exhibit~~with 99the Company.1.

~~Item~~Mr. 3Xiaodong Zhu, the Chief Executive Officer of the Company, stated, “During Ms.02 Chen’s tenure as Chief Financial Officer and Principal Accounting Officer, Ms. ~~Unregistered~~Chen ~~Sales~~has ofmade ~~Equity~~significant ~~Securities~~contributions in enhancing our financial management system and corporate governance procedures, and in helping the Company generate trust in the investor community, which we will continue to endeavor to enhance going forward. I thank her for the great value added to the Company and wish her all the best in the future.”

As more fully described in Item 1.01 above, on November 25, 2010 the Company entered into the Transfer Agreement with Wan’Te, pursuant to which the Company may issue to Wan’Te the Second Payment Shares upon the occurrence of certain events. The Second Payment Shares were offered and may be sold in reliance on the exemption from registration afforded by Section 4(2~~) of the Securities Act of 1933, as amended.~~

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

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

	Dongsheng Pharmaceutical International Co., Ltd.
November 30, 2010	By:	/s/ Jianping Chen
July 25, 2011	By: /s/ Xiaodong Zhu
		Name: Jianping Chen
	Name: Xiaodong Zhu
		Title: Chief Financial Officer
	Title: President, Chief Executive Officer and Chairman

~~Exhibit Index~~ 3

Exhibit No. Description

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

Filing Compare · Dongsheng Pharmaceutical International Co., Ltd.