8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 reported): February 19, 2008

China Dongsheng International, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-26598	22-3137907
(Commission File Number)	(IRS Employer Identification No.)

Jilin Dongsheng Weiye Science and Technology Development Co., Ltd.

Jifeng East Road, Gaoxin District

Jilin, Jilin Province, PRC

 (Address of Principal Executive Offices)(Zip Code)

c/o American Union Securities 100 Wall Street 15th Floor New York, NY 10005

(Address of principal agent offices)

86-432-4566702

(212) 232-0120

(Issuer’s telephone number)

None

(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 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS.

On February 19, 2008, we entered into a Letter of Intent with Mr. Zhang Qiang.  Pursuant to the terms of the Letter of Intent, we are acquiring the right to use 3,133 acres of land located in Jiaohe, Jilin Province until February 7, 2034.  The land is used for harvesting of ginseng crops and approximately 18.8 million ginseng plants have already been planted since 2004.  The total purchase price for the land use right and ginseng crops is $8,965,900.  We have already paid a total of $7,328,708 and will pay the remaining $1,637,192 on or before March 31, 2008.

Item 7.01 Regulation FD Disclosure

On February 19, 2008 we issued a press release regarding the Letter of Intent to acquire the land use rights and ginseng plants. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information contained in the press releases attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(a)	Financial statements of business acquired:
	None
(b)	Pro Forma Financial Information
	None
(c)	Exhibits.
	10.1  Letter of Intent
	99.1  Press Release

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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 hereunto duly authorized.

	China Dongsheng International, Inc.
February 25, 2008	By:	/s/ Aidong Yu
		Aidong Yu
		Chairman and President

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EX-99.1

EXHIBIT 99.1

China Dongsheng International, Inc. Enters into Letter of Intent to Acquire Strategic Ginseng Property

Tuesday February 19, 8:00 am ET

NEW YORK, Feb. 19 /Xinhua-PRNewswire-FirstCall/ -- China Dongsheng International, Inc. (OTC Bulletin Board: CDSG.OB - News; the "Company") announced today that it has reached final terms and entered into a letter of intent to acquire land and ginseng crops in Jiaohe, Jilin Province for approximately $8,965,900. At the closing, the Company will have successfully acquired land use rights for the 3,133 acre property until February 7, 2034. This property has been planted with approximately 18.8 million ginseng plants (or 6,000 per acre) since 2004.

According to an independent evaluation from the Tonghua Huiyuan Ginseng Institute, the property, which is located at Changbai Mountain (known as the top ginseng production area of China), is a superior geographical environment for the cultivation of high-quality forest ginseng. As the current market price for 8 year-old ginseng is approximately $7 per plant, the total ginseng crop on this property would be valued at approximately $132 million in 4 years at today's market prices.

According to industry reports, high-end healthcare product sales in China are expected to increase by over 13 percent annually, reaching $24 billion by 2010. Higher demand for ginseng related products in China is expected over the coming years due to growing affluence and the aging population.

"This acquisition is another important step in our expansion plans to vertically integrate our operations. The process began when we brought the manufacturing of our chitosan based products in-house during the second quarter in fiscal year 2008," stated Aidong Yu, Chairman and President of China Dongsheng, "This source of raw materials for ginseng will be a strategic asset for the Company as we continue our plan to enhance and expand our product offerings. With our extensive distribution network, branded products, expanded R&D team, and new GMP certified manufacturing facilities, the Company is becoming increasingly well-positioned to take advantage of the growing demand for healthcare products in China."

About China Dongsheng International, Inc.

China Dongsheng International, Inc., through its 100%-owned subsidiary, Jilin Dongsheng Weiye Science and Technology Development Co., Ltd, is engaged in the development and manufacture of nutritional supplements and personal care products domestically in China. The Company sells these products through approximately 200,000 distributors (with 18,000 full time salespersons) and 2,500 retail outlets (with over 400 exclusive franchise stores) in twenty-six provinces throughout China.

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Safe Harbor Statement

The statements contained herein that are not historical facts are "forward-looking statements" within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as "believes," "expects," "may," "will," "should," or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. In particular, our statements regarding the potential growth of the markets are examples of such forward-looking statements. The forward-looking statements include risks and uncertainties, including but not limited to, general economic conditions and regulatory developments, not within our control. The factors discussed herein and expressed from time to time in our filings with the Securities and Exchange Commission could cause actual results and developments to be materially different from those expressed or implied by such statements. The forward-looking statements are made only as of the date of this filing, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

     Contact:

     Peter D. Zhou

     (212) 232-0058

Source: China Dongsheng International, Inc.

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EX-10.1

EXHIBIT 10.1

Party A: Mr. Zhang Qiang

Party B: Jilin Dongsheng Weiye Science & Technology Development Co.

Jifeng East Road, Heilongjiang China.

This agreement is made and entered into by and between the parties concerned on October 10, 2007 in Jilin Province, PR China on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows:

1.   Party A owns land use rights to a field of 3,133 acres in Jiaohe Jilin province for 30 years from Feb 8, 2004 to Feb 7, 2034.

2.   This land property has been fully planted with ginseng crops by Party A.

3.   Party B and Party A hereby reached and entered into an agreement that Party B agrees to acquire the land use right from Party A. Since the 3,133 acres of ginseng was planted in spring 2004 and October 2006 respectively, the ginseng’s age is one of the key factors in determining the purchase price.

4.   Party B agrees to acquire 1799 acres with ginseng crops  planted in spring 2004 at   approximately $3,934 per acre, and approximately $1415 per acre for the other 1334 acres planted in October 2006. The total acquiring price for 3133 acres land use right with planted ginseng crops is approximately $8,965,900.

5.   Party B agrees to pay $994,444 as an initial deposit. The balance will be made separately, with $6,334,264 to be paid by Jan 15, 2008 and $1,637,192 to be paid by Mar 31, 2008.

6.   Party B assumes responsibility for all subsequent legal related procedures and corresponding fees.

7.   In the case that Party B does not make the subsequent payment by March 31, 2008, a 15 day grace period will be extended. On March 31, 2008, Party A will transfer land use rights to Party B as a percentage of the total payment received on March 31, 2008.

8.   This agreement, when duly signed by the both parties concerned, shall remain effect from Jan 15, 2008 to Mar 31, 2008.

Party A:	/s/ Zhang Qiang
	Mr. Zhang Qiang
Party B:	/s/ Aidong Yu
	Aidong Yu, President
	Jilin Dongsheng Weiye Science & Technology Development Co.