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 event reported):

December 1614, ~~2011~~2012

CHINA BCT PHARMACY GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		033-145620		20- 8067060
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

No. 102, Chengzhan Road

Liuzhou City, Guangxi Province, P.R.C. 545007

(Address of principal executive offices, including zip code)

(011) 86-(772) 363 8318

(Registrant’s telephone number, including area code)

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 (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))

1Item 4.01 Change in Registrant’s Certifying Accountant

~~Item5.02~~Effective December 1, 2012, the Glendale, California office of PKF, Certified Public Accountants, A Professional Corporation (e“PKF”), ~~Departure~~our independent registered public accounting firm, moved their practice to another independent registered accounting firm, Hutchinson and Bloodgood, LLP, also located in Glendale, California. As with PKF, Hutchinson and Bloodgood LLP is a member firm of ~~Directors~~the orPKF ~~Certain~~International ~~Officers;~~Limited ~~Election~~network of ~~Directors;~~legally ~~Appointment~~independent firms. As a result of ~~Certain~~the ~~Officers;~~move, ~~Compensatory~~on ~~Arrangements~~December 14, 2012, the Company’s Audit Committee approved the termination of ~~Certain~~PKF ~~Officers~~and the engagement of Hutchinson and Bloodgood LLP as the Company’s independent registered public accounting firm.

OnIn connection with the audits of the Company’s financial statements for the fiscal years ended December 1631, 2010 and 2011, and the ~~Board~~subsequent ofinterim ~~the~~period ~~Directors~~through November 14, 2012, (i) PKF’s report on the ~~“Board”)~~financial ofstatements ~~China~~for ~~BCT~~such ~~Pharmacy~~periods ~~Group~~did not contain any adverse opinion or disclaimer or opinion, ~~Inc.~~nor ~~(the~~were ~~“Company”~~such reports qualified or modified as to uncertainty, audit scope, or accounting principles, (ii) ~~made~~there ~~grants~~were no disagreements with PKF on any matter of ~~stock~~accounting ~~options~~principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to ~~the~~PKF’s ~~following~~satisfaction, ~~executive~~would ~~officers~~have caused PKF to make reference in connection with its opinion to the subject matter of the ~~Company~~disagreement, and (iii) there were no “reportable events,” as that term is described in ~~the~~Item ~~amounts~~304(a)(1)(v) ~~set~~of ~~forth~~Regulation ~~below:~~S-K.

Name	Award Amount
Tang Huitian, Chief Executive Officer	762,500
Zhang Xiaoyan, Chief Financial Officer	762,500

Attached as Exhibit 16.1 is a copy of PKF’s letter addressed to the SEC relating to the statements made by the Company in this Current Report on Form 8-K.

~~These~~During ~~stock~~the ~~options~~Company’s ~~have~~two anmost ~~exercise~~recent ~~price~~fiscal ofyears ~~$2.00~~and ~~per~~in ~~share;~~the ~~50%~~subsequent ofinterim period prior to November 14, 2012, the ~~options~~Company ~~vest~~did ~~and~~not ~~become~~consult ~~exercisable~~with ~~immediately~~Hutchinson and Bloodgood LLP regarding (i) the ~~remaining~~application ~~50%~~of ~~vest~~accounting ~~and~~principles ~~become~~to ~~exercisable~~a onspecific ~~December~~completed 31or contemplated transaction, ~~2012. These~~or ~~options~~the ~~are~~type ~~not~~of ~~granted~~audit ~~pursuant~~opinion tothat might be rendered on the Company’s ~~2010~~consolidated ~~Omnibus~~financial ~~Securities~~statements and ~~Incentive~~ ~~Plan~~no (written or oral advice was provided by Hutchinson and Bloodgood LLP that was an important factor considered by the ~~“Plan”),~~Company ~~but~~in ~~are~~reaching ~~granted~~a ~~pursuant~~decision as to the ~~Board’s~~accounting, ~~authority~~auditing toor ~~grant~~financial ~~options~~reporting issue or (ii) any matter that was either the subject of a disagreement or event, as set forth in Item 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K.

In addition, on December 16, 2011, the Board made grants of stock options to the following employees, executive officers and directors of the Company in the amounts set forth below:

Name	Award Amount
Tang Huitian, Chief Executive Officer	1,245,000
Zhang Xiaoyan, Chief Financial Officer	830,000
Simon Cho, director	10,000
James Chiu, director	10,000
Chin Kam Cheung, director	10,000
Kwok Wai Ng, senior staff	20,000
Li Yee Yik, senior staff	10,000

These stock options are granted pursuant to the Plan and have an exercise price of $2.00 per share. The first 25% of these options vest and become exercisable on June 30, 2013, the second 25% vest and become exercisable on December 31, 2013, the third 25% vest and become exercisable on June 30, 2014 and the remaining 25% vest and become exercisable on December 31, 2014.

The Board provided the right of the recipients to have a cashless exercise election for their stock options granted above and in the event of a Change in Control of the Company (as defined in the form of stock option agreement attached), then any portion of the above options that has not become vested and exercisable shall immediately vest and become exercisable.

On December 16, 2011, the Board also approved the Form of Stock Option Agreement – Not Granted Pursuant to the Plan and the Form of Stock Option Agreement– Pursuant to 2010 Omnibus Securities and Incentive Plan (the “Option Agreements”). The Company entered into the Option Agreements with the above recipients on December 16, 2011. The Agreements set forth the terms and conditions of awards of stock options to employees, directors or officers, including, but not limited to, number of underlying shares, exercise price, vesting, termination of employment, change in control, option term, method of exercise of stock option and transfer restrictions.

A copy of the Form of Stock Option Agreement – Not Granted Pursuant to the Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference. A copy of the Form of Stock Option Agreement Pursuant to 2010 Omnibus Securities and Incentive Plan is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibit is filed with this report.

Exhibit Number		Description
10.1		Form of Stock Option Agreement – Not Granted Pursuant to the Plan
16.1		Letter of PKF to the SEC dated December 17, 2012
10.2		Form of Stock Option Agreement Pursuant to 2010 Omnibus Securities and Incentive Plan

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 BCT Pharmacy Group, Inc.
Date: December 19, 2011	/s/ Tang Huitian
Date: December 18, 2011	/s/ Tang Huitian
	Tang Huitian
	Chief Executive Officer

Filing Compare · China BCT Pharmacy Group, Inc.