CJJD [CHINA JO-JO DRUGSTORES] S-1/A: AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT

[AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HI JO- C Nevada 5912 98-0557852 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) Room 507-513, 5th Floor, A Building, Meidu Plaza Gongshu District, Hangzhou, Zhejiang Province, P.R. China +86-571-88077078 Val-U-Corp Services, Inc. 1802 North Carson] [Underwriting Agreement _____________, 2010 Madison Williams and Company LLC As representative of the Underwriters named in Schedule I hereto, c/o Madison Williams and Company LLC 527 Madison Avenue New York, New York 10022 Ladies and Gentlemen: China Jo-Jo Drugstores, Inc. Company Underwriter s Shares Common Stock ” ), “Firm Securities” Optional Securities.” Securities. 1. (i) “Initial Registration Statement” Commission Rule] [Consent of Independent Registered Public Accounting Firm China Jo-Jo Drugstores, Inc. and Subsidiaries Audited Financial Statements March 31, 2009 and 2008 To The Board of Directors China Jo-Jo Drugstores, Inc. We consent to the incorporation in China Jo-Jo Drugstores, Inc.’s amendment no. 2 of registration statement on Form S-1 (the “Registration Statement”) of our report dated September 22, 2009 on] [Allbright Law Offices March 22, 2010 We hereby consent to the following references to our firm in amendment no. 2 of the Registration Statement on Form S-1 of China Jo-Jo Drugstores, Inc.(Registration Statement No. 333-163879), and any amendments thereto: (1) “Since we do not own any equity interests in Jiuzhou Pharmacy, but controls the drugstore chain through contractual arrangements with] [AGREEMENT FOR LOGISTICS SERVICES Agreement Party A Party B Parties This Agreement for Logistics Services (this “ The Parties desire that Party B provide logistics services and other relevant services to Party A. To clarify the duties and responsibilities of each party, the Parties agree as follows: 1. RETENTION AND SCOPE OF SERVICES 2. TERM OF AGREEMENT The terms and]

CJJD [CHINA JO-JO DRUGSTORES] CORRESP: (Original Filing)

[Richardson & Patel LLP 10900 Wilshire Boulevard, Suite 500 Los Angeles, California 90024 Tel: (310) 208-1182 Fax: (310) 208-1154 March 22, 2010 FILED AS EDGAR CORRESPONDENCE Division of Corporation Finance 100 F. Street, N.E. Attn: Nandini Acharya, Division of Corporation Finance Re: China Jo-Jo Drugstores, Inc. Registration Statement on Form S-1/A Filed January 27, 2010 File No. 333-163879 Dear Ms.]

CJJD [CHINA JO-JO DRUGSTORES] CORRESP: Richardson & Patel LLP 10900 Wilshire Boulevard, Suite

[Richardson & Patel LLP 10900 Wilshire Boulevard, Suite 500 Los Angeles, California 90024 Tel: (310) 208-1182 Fax: (310) 208-1154 March 22, 2010 FILED AS EDGAR CORRESPONDENCE Division of Corporation Finance 100 F. Street, N.E. Attn: Nandini Acharya, Division of Corporation Finance Re: China Jo-Jo Drugstores, Inc. Registration Statement on Form S-1/A Filed January 27, 2010 File No. 333-163879 Dear Ms.]

CJJD [CHINA JO-JO DRUGSTORES] 8-K: (Original Filing)

[China Jo-Jo Drugstores Appoints Independent Director and Strengthens Corporate Governance, And Has Applied for Listing on the NASDAQ Capital Market China Jo-Jo Drugstores, Inc. (OTCBB:CJJD) HANGZHOU, China--(BUSINESS WIRE)--March 18, 2010-- Mr. Serrio is chief financial officer of Zeal Corporation, and is also an independent executive consultant providing business and financial planning and analysis services to companies in various industries. Mr.]

CJJD [CHINA JO-JO DRUGSTORES] 8-K: China Jo-Jo Drugstores Appoints Independent Director and Strengthens

[China Jo-Jo Drugstores Appoints Independent Director and Strengthens Corporate Governance, And Has Applied for Listing on the NASDAQ Capital Market China Jo-Jo Drugstores, Inc. (OTCBB:CJJD) HANGZHOU, China--(BUSINESS WIRE)--March 18, 2010-- Mr. Serrio is chief financial officer of Zeal Corporation, and is also an independent executive consultant providing business and financial planning and analysis services to companies in various industries. Mr.]

CJJD [CHINA JO-JO DRUGSTORES] 8-K: (Original Filing)

[CHINA JO-JO DRUGSTORES, INC. CODE OF BUSINESS CONDUCT AND ETHICS POLICY STATEMENT Code Company · honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; · SEC · compliance with applicable governmental laws, rules, and regulations; · the prompt internal reporting to the appropriate person of violations of this Code;] [CHINA JO-JO DRUGSTORES, INC. Room 507-513, 5th Floor A Building Meidu Plaza Gongshu District, Hangzhou Zhejiang Province, People’s Republic of China Tel: + 86 (571) 88077078 March 15, 2010 Via Electronic Mail Marc Thomas Serrio P.O. Box 91836 Pasadena, CA 91109 Tel: (626) 755-1882 Email: mserrio@hotmail.com Re: Board of Directors – Offer Letter Dear Mr. Serrio: China Jo-Jo Drugstores, Inc.,] [INDEMNIFICATION AGREEMENT THIS AGREEMENT is entered into, effective as of March 15, 2010 by and between China Jo-Jo Drugstores, Inc., a Nevada corporation (the “Company”), and Marc Thomas Serrio (“Indemnitee”). WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; WHEREAS, Indemnitee is a director of the Company; and WHEREAS,]

CJJD [CHINA JO-JO DRUGSTORES] 8-K: CHINA JO-JO DRUGSTORES, INC. CODE OF BUSINESS CONDUCT

[CHINA JO-JO DRUGSTORES, INC. CODE OF BUSINESS CONDUCT AND ETHICS POLICY STATEMENT Code Company · honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; · SEC · compliance with applicable governmental laws, rules, and regulations; · the prompt internal reporting to the appropriate person of violations of this Code;] [CHINA JO-JO DRUGSTORES, INC. Room 507-513, 5th Floor A Building Meidu Plaza Gongshu District, Hangzhou Zhejiang Province, People’s Republic of China Tel: + 86 (571) 88077078 March 15, 2010 Via Electronic Mail Marc Thomas Serrio P.O. Box 91836 Pasadena, CA 91109 Tel: (626) 755-1882 Email: mserrio@hotmail.com Re: Board of Directors – Offer Letter Dear Mr. Serrio: China Jo-Jo Drugstores, Inc.,] [INDEMNIFICATION AGREEMENT THIS AGREEMENT is entered into, effective as of March 15, 2010 by and between China Jo-Jo Drugstores, Inc., a Nevada corporation (the “Company”), and Marc Thomas Serrio (“Indemnitee”). WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; WHEREAS, Indemnitee is a director of the Company; and WHEREAS,]

CJJD [CHINA JO-JO DRUGSTORES] 10-Q: (Original Filing)

[FORM 10-Q (Mark One) x December 31, 2009 For the quarterly period ended: Or ¨ For the transition period from ______________ to _______________ CHINA JO-JO DRUGSTORES, INC. Nevada 333-147698 98-0557852 (State or other jurisdiction of incorporation or organization) (Commission File No.) (IRS Employee Identification No.) Room 507-513, 5th Floor A Building, Meidu Plaza Gongshu District, Hangzhou, Zhejiang Province, P.R. China] [CERTIFICATION I, Lei Liu, certify that: 1. I have reviewed this Quarterly 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period] [CERTIFICATION I, Bennet P. Tchaikovsky, certify that: 1. I have reviewed this Quarterly 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the] [CERTIFICATION (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. Lei Liu Chief Executive Officer] [CERTIFICATION (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. Bennet P. Tchaikovsky Chief Financial Officer (Principal Financial and Accounting Officer)]

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