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): April 9, 2010
______________

 

CHINA JO-JO DRUGSTORES, INC.

(Exact name of registrant as specified in Charter)

Nevada

333-147698

98-0557852

(State or other jurisdiction of

incorporation or organization)

(Commission File No.)

(IRS Employer Identification No.)

 

Room 507-513, 5th Floor, A Building, Meidu Plaza
Gongshu District, Hangzhou, Zhejiang Province
People’s Republic of China

 

(Address of Principal Executive Offices)

 

+86 (571) 88077078

(Issuer Telephone Number)

 

N/A

(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:

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 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective April 9, 2010, the Registrant’s Articles of Incorporation was amended pursuant to a Certificate of Change Pursuant to Nevada Revised Statutes (“NRS”) 78.209 (the “Certificate of Change”) filed with the Nevada Secretary of State on April 6, 2010. The Certificate of Change was filed in connection with a 1-for-2 reverse stock split of the Registrant’s issued and outstanding common stock and a proportional decrease of the Registrant’s authorized common stock (the “Reverse Split”). A copy of the Certificate of Change is included as Exhibit 3.1 to this Current Report on Form 8-K. The Reverse Split had been previously authorized by the Registrant's board of directors on March 24, 2010.

Pursuant to the Reverse Split, each two (2) shares of the Registrant’s common stock, par value $0.001 per share, issued and outstanding immediately prior to the record date of April 9, 2010 was automatically reclassified as and converted into one (1) share of the Registrant’s common stock, par value $0.001 per share. No fractional shares were issued. Further, the total number of authorized shares of common stock of the Registrant was decreased from 500,000,000 to 250,000,000 shares.

Prior to the Reverse Split, the Registrant’s common stock was quoted on the OTC Bulletin Board under the trading symbol “CJJD,” with the following CUSIP number: 16949A 107. In connection with the Reverse Split, the trading symbol for the Registrant’s common stock as quoted on the OTC Bulletin Board will temporarily be “CJJDD” for 20 business days commencing at the open of business on April 14, 2010, and revert back to “CJJD” thereafter. The new CUSIP number for the Registrant’s common stock is: 16949A 206.

Item 8.01 Other Events.

On April 14, 2010, the Registrant issued a press release regarding the Reverse Split, a copy of which is included as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 8.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d)   Exhibits

Exhibit

Number

  Description
 
3.1 Certificate of Change Pursuant to NRS 78.209 with an effective date of April 9, 2010
99.1 Press Release dated April 14, 2010

SIGNATURES

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 thereunto duly authorized.

 

China Jo-Jo Drugstores, Inc.

Date:

April 14, 2010

(Registrant)
 

 

 

By:

/s/ Bennet P. Tchaikovsky

Bennet P. Tchaikovsky

Chief Financial Officer

Exhibit 3.1

GRAPHIC

STATE OF NEVADA ROSSMILLER SCOTT W ANDERSON Secretary of State Deputy Secretary for Commercial Recordings OFFICE OF THE SECRETARY OF STATE Certified Copy April 6, 2010 Job Number: C20100406-1317 Reference Number: Expedite: Through Date: The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State's Office, Commercial Recordings Division listed on the attached report. Document Number(s) Description Number of Pages 20100219104-10 Stock Split 1 Pages/l Copies Respectfully, ROSS MILLER Secretary ofState Certified By: Robert Sandberg Certificate Number: C20100406-1317 You may verify this certificate online at http://www.nvsos.gov/  Commercial Recording Division 202 N. Carson Street Carson City, Nevada 89701-4069 Telephone (775) 684-5708 Fax (775) 684-7138


GRAPHIC

Exhibit 99.1

China Jo-Jo Drugstores Announces 1-for-2 Reverse Stock Split

HANGZHOU, China--(BUSINESS WIRE)--April 14, 2010--China Jo-Jo Drugstores (OTCBB: CJJDD) ("Jo-Jo Drugstores" or the "Company"), which operates a retail pharmacy chain in the People’s Republic of China (the “PRC”), today announced a 1-for-2 reverse split of its issued and outstanding common shares, effective for shareholders of record on April 9, 2010, and a proportional reduction of its authorized common shares. Immediately after the stock split, the Company has 10,000,000 common shares issued and outstanding and 250,000,000 common shares authorized.

In connection with the stock split, Jo-Jo Drugstore’s trading symbol as quoted on the OTC Bulletin Board has been temporarily changed from “CJJD” to “CJJDD” for 20 business days, and will revert back to “CJJD” thereafter. The new CUSIP number for the Company’s common stock is 16949A 206.

"We undertook the reverse stock split as part of our plan to list our common stock for trading on the NASDAQ Capital Market,” commented Dr. Lei Liu, the Company’s chairman. “We are hopeful that this will bring us one step closer to that goal.”

About China Jo-Jo Drugstores, Inc.

China Jo-Jo Drugstores, Inc., through its contractually controlled affiliates Hangzhou Jiuzhou Grand Pharmacy Chain Co., Ltd., Hangzhou Jiuzhou Clinic of Integrated Traditional and Western Medicine General Partnership, and Hangzhou Jiuzhou Medical & Public Health Service Co., Ltd., operates a retail pharmacy chain in China offering both western and traditional Chinese medicine. The chain currently has 25 stores throughout Hangzhou, the provincial capital of the Zhejiang Province.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Certain of the statements made in the press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “project,” “plan,” “seek,” “intend,” or “anticipate” or the negative thereof or comparable terminology. Such statements typically involve risks and uncertainties and may include financial projections or information regarding the progress of new product development. Actual results could differ materially from the expectations reflected in such forward-looking statements as a result of a variety of factors, including the risks associated with the effect of changing economic conditions in The People's Republic of China, variations in cash flow, reliance on collaborative retail partners and on new product development, variations in new product development, risks associated with rapid technological change, and the potential of introduced or undetected flaws and defects in products, and other risk factors detailed in reports filed with the Securities and Exchange Commission from time to time.

CONTACT:
China Jo-Jo Drugstores, Inc.
Bennet Tchaikovsky, Chief Financial Officer
310-622-4515
bennet@jojodrugstores.com