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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-K/A-1



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(Mark One)

|x | Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ------------------------------------------------------------------------------

For the fiscal year ended December 31, 2006

or



| ̈ | Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------

For the transition period from  to

000-50096

(Commission File No.)



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Cougar Holdings Inc.

(Exact name of registrant as specified in its charter)



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|                                                              |  |                                     
|------------------------------------------------------------- |  | ------------------------------------
|Nevada                                                        |  | 30-0135720                          
|(State or other jurisdiction of incorporation or organization |  | (I.R.S. Employer Identification No.)

10 Gongnong Rd

Qiaokou District

Wuhan 430035, PRC

(Address of principal executive offices)

Registrants telephone number,
including area code: (027) 8386-6860

Securities registered pursuant to Section 12(b)

of the Securities Exchange Act of 1934:

None

Securities registered pursuant to Section 12(g)

of the Securities Exchange Act of 1934:

Common Stock, $0.001 par value per
share



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Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ̈No  x

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes ̈No  x

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    Yes  x    No ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ̈

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated
filer ̈Accelerated filer ̈Non-Accelerated filer  x

Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x

The aggregate market value of the common stock held by non-affiliates,
based on $0.38 per share, the average bid and asked prices reported on December 29, 2006, was $2,851,525. Shares of common stock held by each executive officer and director and by each person believed by the registrant to own 5% or more of the
outstanding common stock have been excluded from this computation in that such persons may be deemed to be affiliates. This determination of affiliate status is not a conclusive determination for other purposes.

As of March 23, 2007, there were 20,000,000 shares of registrants common stock outstanding.

EXPLANATORY NOTE:

Cougar Holdings Inc. is filing this Amendment No. 1 on
Form 10-K/A (this Amendment) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2006, originally filed on April 12, 2007 (the Annual Report), for the purpose of including the
information required by Part III of Form 10-K. Except as set forth herein, no other changes are made to our Annual Report on Form 10-K for the fiscal year ended December 31, 2006. Other than as set forth herein, we have not
undertaken to update any information provided in the Annual Report.



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TABLE OF CONTENTS



|         |  |                                                                                                |  |     
|-------- |  | ---------------------------------------------------------------------------------------------- |  | ----
|         |  |                                                                                                |  | Page
|         |  |                                                                                               
|         |  | PART III                                                                                       |  |     
|         |  |                                                                                               
|ITEM 10. |  | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                         |  | 4   
|ITEM 11. |  | EXECUTIVE COMPENSATION                                                                         |  | 6   
|ITEM 12. |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |  | 9   
|ITEM 13. |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                      |  | 10  
|ITEM 14. |  | PRINCIPAL ACCOUNTING FEES AND SERVICES                                                         |  | 12  
|         |  |                                                                                               
|         |  | PART IV                                                                                        |  |     
|         |  |                                                                                               
|ITEM 15. |  | EXHIBITS; FINANCIAL STATEMENT SCHEDULES                                                        |  | 12  
|         |  | SIGNATURES                                                                                     |  |     



1



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Introductory Comment

On July 1, 2005, the registrant, Cougar Holdings Inc., a Nevada corporation, completed and closed an Agreement for Acquisition of 100% Ownership in Wuhan Youji Industries Co., Limited, by and among Cougar
Holdings Inc., Hudson Capital Corporation, an Alberta, Canada corporation, Wuhan Youji Industries Co., Limited, a Peoples Republic of China corporation and the Shareholders of Wuhan Youji whereby Cougar acquired 55,835,679 shares of common
stock representing 100% of the issued and outstanding capital stock of Wuhan Youji for 17,150,000 shares of voting common stock of Cougar issued to the shareholders of Wuhan Youji. Upon the closing of this acquisition, Wuhan Youji became a
wholly-owned subsidiary of Cougar and the stockholders of Wuhan Youji became the majority shareholders of Cougar.

In this annual report on
Form 10-K, unless the context states otherwise, references to we, us, our company, our and Wuhan are to the registrant, Cougar Holdings, Inc., and its wholly-owned subsidiary, Wuhan Youji,
after giving effect to the July 1, 2005 acquisition. References to China or the PRC are to the Peoples Republic of China. References to RMB are to renminbi and references to U.S. dollars,
US$ or $ are to United States dollars.

Forward Looking Statements

This annual report contains certain forward-looking statements. These statements are made under the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity,
performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks and other factors include those listed under Risk
Factors. In some cases, you can identify forward-looking statements by terminology such as may, will, should, expect, intend, plan, anticipate,
believe, estimate, predict, potential, continue or the negative of these terms or other comparable terminology. A variety of factors, some of which are outside of our control, may cause our
operating results to fluctuate significantly. They include:



| |  |  | changes in our operating costs and capital expenditures;
| | - |  | --------------------------------------------------------



| |  |  | increased competition;
| | - |  | ----------------------



| |  |  | changes in our regulatory environment;
| | - |  | --------------------------------------



| |  |  | changes in our management team and other key personnel; and
| | - |  | -----------------------------------------------------------

| |  |  | fluctuations in general economic conditions.
| | - |  | --------------------------------------------

One or more of these factors could materially and adversely affect our operating results and financial condition in future periods. We cannot assure you that we will attain any estimates or maintain profitability or that the assumptions on
which they are based are reliable.

Except as required by law, we undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise after the date of this annual report. All forward-looking statements contained in this annual report are qualified by reference to this cautionary statement.



2



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Additional Information

We are subject to the informational requirements of the Exchange Act and, in accordance with the rules and regulations of the Securities and Exchange Commission, we file reports, proxy statements and other
information. The public may read and copy such material at the SECs Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549, at prescribed rates. For further information, the SEC maintains a website that contains reports, proxy
and information statements, and other information regarding reporting companies at http://www.sec.gov or call (800) SEC-0330.

You may
find us on the Web at www.chinaorganic.com. We do not intend to incorporate by reference any information contained on our website into this Form 10-K/A-1, and you should not consider information contained on our website as part of this Form
10-K/A-1.



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PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------

Executive Officers and Directors

Our executive officers are appointed by, and serve at the designation of, the Board of
Directors. Except for our Chief Financial Officer and Secretary, all of our executive officers are employed on a full-time basis. Our Chief Financial Officer, Mr. Wu, and our Secretary, Mr. Hu, are also employed by Linuo Group Co. Limited. No family
relationship exists between any of our executive officers or directors. Our executive officers, together with their respective ages and certain biographical information, are as set forth below.



|             |  |     |  |                                     
|------------ |  | --- |  | ------------------------------------
|NAME         |  | AGE |  | POSITION                            
|Yuankun Gao  |  | 48  |  | President and Director              
|Xingwen Diao |  | 42  |  | Chairman of the Board               
|Zitong Li    |  | 45  |  | Chief Executive Officer and Director
|Fenggang Wu  |  | 41  |  | Chief Financial Officer and Director
|Limin Chen   |  | 50  |  | Chief Operating Officer and Director
|Hongdun Zhou |  | 58  |  | Director                            
|Guangyuan Hu |  | 51  |  | Secretary                           

Yuankun Gao, President and Director. Mr. Gao was Cougar Holdings Chairman
of the Board from August 2005 to September 2006 and continues to serve as a director. He has been the President of Cougar Holdings since August 2005. Mr. Gao has been the Chairman of the Board of Directors and the President of Linuo Group Co.
Limited, a group of companies engaged in multi-business operations in China since 1992. He is also the owner of Wuhan Linuo Investment Co. Limited, which is a major shareholder of Cougar Holdings. Mr. Gao began his career in 1981as a marketing
manager at Shandong Yinan Industries Supply and Marketing Corporation after obtaining his master degree from business school of Shandong University. From 1986 to 1992 he worked as the managing director of Shandong Lunan Medical Glass General
Corporation. From 1992 to 1994 he worked as the deputy chief of Shandong Institute of Medical Machinery Research. Mr. Gao is also the Chairman of Shandong Jinan Association of Industrial and Commercial Enterprises, Vice Chairman of Jinan
Committee of Political Consultative Conference, and the Chairman of Shandong Union of Private Enterprises.

Xingwen Diao, Chairman of
the Board. Mr. Diao has been Cougar Holdings Chairman of the Board of Directors since September 2006. Mr. Diao has been the Chief Executive Officer of Wuhan Linuo Chemicals Group since March 2004 and has substantial
experience in administration, marketing and human resources, serving as General Manager of the Marketing Department, General Manager of the Human Resources Department and Vice General Manager of Linuo Pharmaceutical Group (2003) and Chief
Executive Officer of Xian Flanders Venture Capital Investment Co. (a joint-venture company) (2001-2002 ), Vice General Manager of Xian Ginwa Enterprises Group (2000-2001), Manager of the Human Resources Department of Xian Janssen
Pharmaceutical Co. (1996-2000), and Manager of the Department of Sales of Science Development attached to The Fourth Military Medical University (1988-1996).



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Zitong Li, Chief Executive Officer and Director. Mr. Li has been Cougar Holdings
Chief Executive Officer and a director since September 2006. Mr. Li has served Vice President and a Director of Wuhan Youji Industries Co. Limited since 1994. Mr. Li earned his M.B.A from Peoples University of China and a Masters of
Economics Degree from Huazhong Technology University.

Fenggang Wu, Chief Financial Officer and Director. Mr. Wu has
been Cougar Holdings Chief Financial Officer and a director since September 2006. From 1994 to 1998, Mr. Wu was an officer of the Peoples Bank of China, Jinan Branch. From 1998 to 2001, he completed his Ph.D in Management at Tianjin
University. From 2001 to 2002, he served as an officer of the Foreign Exchange Bureau, Shangdong Province. From 2002 to 2004, he completed post-doctoral work at the Peoples University of China. Since 2004, Mr. Wu has been Vice Director of the
Security Research Institute at Shangdong Economy College. Since 2005, he has also been Vice General Manager of Linuo Group Co. Limited. Mr. Wu has a Ph.D in Management from Tianjin University, a M.A. in Economics from Social Science Institute of
Hubei in Wuhan, Hubei, and a B.A. in Education from Shangdong-Qufu Normal University in Shangdong.

Limin Chen, Chief Operating
Officer and Director. Mr. Chen has been the Chief Operating Officer and a director of Cougar Holdings since August 2005. Mr. Chen has been our Senior Engineer and a vice president and director of Wuhan Youji since 1994.

Hongdun Zhou, Director. Mr. Zhou served as Cougar Holdings Chief Executive Officer from June 2005 to September 2006, served
as a member of the Board of Directors since June 2005 and was appointed Vice-Chairman of the Board in August 2005. Mr. Zhou has been the President and Managing Director of Wuhan Youji Industries Co. Limited since 1994, a director of Wuhan
Youjis majority-owned subsidiary, Wuhan Youji Import & Export Co., since September 2001. Mr. Zhou began his career in 1968 as a technical staff member at Wuhan Youji Hecheng Chemical Plant (presently known as Wuhan Youji
Industries Co. Limited.) after graduating from college. Subsequently, he has held the positions of Deputy Manager and Director at Wuhan Youji Hecheng Chemical Plant. Mr. Zhou has been recognized as a Most Outstanding Entrepreneur in Hubei
Province four times. He is also a representative of Peoples Congress of both the Qiaokou District of Wuhan and the City of Wuhan.

Guangyuan Hu, Secretary. Mr. Hu has been the Secretary of Cougar Holdings since August 2005. Mr. Hu has served as the corporate secretary and a director of Wuhan Youji since November 2003 and has been the President
of Wuhan Linuo Investment Co. Limited since July 2003 and Chief Financial Officer of Linuo Group Co. Limited since 2005. Mr. Hu has substantial experience in financing and financial management and control of a company. Serving as a credit
manager of Standard Chartered Bank and Construction Bank of China for about 10 years, Mr. Hu is also experienced in banking management, project financing and investment.

Code of Conduct

Cougar Holdings adopted a Code of Ethics that applies to our executive officers and
directors. We will provide, without charge, a copy of the Code of Ethics on the written request of any person addressed to us at Cougar Holdings Inc., 10 Gongnong Rd, Qiaokou District, Wuhan 430035, PRC.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than ten percent of our outstanding common stock to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in ownership of common stock. Such persons are required by the SEC regulations to furnish us with copies of all such reports they file. To our knowledge, based solely on a review of the copies of such
reports furnished to us, all Section 16(a) filing requirements applicable to officers, directors and greater than ten percent beneficial owners were current and timely filed during 2006, except as set forth in the table below:



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|             |  |                                  |  |                          
|------------ |  | -------------------------------- |  | -------------------------
|Name         |  | Officer/Director/10% Shareholder |  | Status of Sec. 16 Filings
|Xingwen Diao |  | Chairman of the Board            |  | Form 3 not yet filed     
|Zitong Li    |  | Chief Executive Officer/Director |  | Form 3 not yet filed     
|Fenggang Wu  |  | Chief Financial Officer/Director |  | Form 3 not yet filed     

Nominating Procedures

Since the date of our proxy statement for our 2006 Annual Meeting of Shareholders, we have not changed our procedures by which shareholders may recommend nominees to our Board of Directors.

Audit Committee Financial Expert

Our Board of
Directors has not determined whether our Board has at least one audit committee financial expert serving on its audit committee. Presently, we do not have an audit committee of our Board of Directors. We are not presently listed on a securities
exchange and, presently, we are obligated to maintain an audit committee of our Board of Directors.



|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

Compensation Discussion and Analysis

Our Board of Directors is empowered to review and approve the compensation and compensation procedures for our executive officers. The
primary goal of our Board with respect to executive compensation is to attract and retain the most talented and dedicated executives possible. Our Board evaluates individual executive performance with a goal of setting compensation at levels the
Board committee believes are comparable with executives in other companies of similar size operating in similar industry while taking into account our relative performance and our own strategic goals.

We have not retained a compensation consultant to review our policies and procedures with respect to executive compensation. We conduct an annual review
of the aggregate level of our executive compensation. Based on our Boards general industry knowledge of various companies in our industry, we believe that the salaries of our key officers are fair and reasonable.

Traditionally, executive compensation has consisted of base salaries. Base salaries for our executives are established based on the scope of their
responsibilities, taking into account competitive market compensation paid by other companies for similar positions. Generally, we believe that executive base salaries should be targeted near the median of the range of salaries for executives in
similar positions with similar responsibilities at comparable companies, in line with our compensation philosophy. Base salaries are reviewed periodically, at least annually, and adjusted from time to time to realign salaries with market levels
after taking into account individual responsibilities, performance and experience.

Our Board has the authority to award discretionary
annual bonuses to our executive officers. Our Board did not grant any discretionary bonus to the executive officers named in the Summary Compensation Table for the past three years. Bonuses, if they are awarded, are intended to compensate officers
for achieving financial and operational goals and for achieving individual annual performance objectives. These objectives vary depending on the individual executive, but relate generally to strategic factors such as the financial performance,
results of operation and per share performance of our common stock.



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None of the persons named in the summary compensation table have employment agreements, severance,
retirement or similar agreements or arrangements.

Our Chief Financial Officer Mr. Huajun Yu, was replaced by Mr. Fenggang Wu in
September 2006. Neither Mr. Yu nor Mr. Wu has received any compensation for their service as Chief Financial Officer of our company. During each of their tenure as our Chief Executive Officer, Mr. Yu and Mr. Wu were also
employed, and compensated, by Linuo Group Co., Ltd.

For the past three years, we have not used equity as part of compensation of our
executives or employees, although we may use equity compensation as part of our compensation procedures in the future.

Summary Compensation

The following table shows compensation earned during fiscal years ended December 31, 2006, 2005 and 2004 by our chief executive
officer, chief financial officer, and certain of our executive officers. During fiscal years ended 2006, 2005 and 2004, no director, officer or employee received or accrued any compensation in cash or otherwise of $100,000 or more. None of the
persons named in the Summary Compensation Table received perquisites and personal benefits of $10,000 or more for any of 2006, 2005 or 2004.

Summary Compensation Table



|                                                        |      |      |   |            |        |           |   |       |                            |   |       |           |     |   |        |       
|------------------------------------------------------- | ---- | ---- | - | ---------- | ------ | --------- | - | ----- | -------------------------- | - | ----- | --------- | --- | - | ------ | ------
|Name and Principal Position                             |      | Year |   | Salary ($) |        | Bonus ($) |   |       | All Other Compensation ($) |   |       | Total ($)
|Yuankun Gao President                                   |      | 2006 |   | $          | 0      |           | $ | 0     |                            |   | $     | 0         |     |   | $      | 0     
|                                                        | 2005 |      | $ | 0          |        | $         | 0 |       |                            | $ | 0     |           |     | $ | 0     
|                                                        |      | 2004 |   | $          | 0      |           | $ | 0     |                            |   | $     | 0         |     |   | $      | 0     
|                                                        |      |      |   |            |       
|Zitong Li Chief Executive Officer(1)                    |      | 2006 |   | $          | 26,920 |           | $ | 0     |                            |   | $     | 2,048     | (4) |   | $      | 28968 
|                                                        | 2005 |      | $ | 26,050     |        | $         | 0 |       |                            | $ | 6,203 | (4)       |     | $ | 32,253
|                                                        |      | 2004 |   | $          | 10,750 |           | $ | 0     |                            |   | $     | 1,208     | (4) |   | $      | 11,958
|                                                        |      |      |   |            |       
|Hongdun Zhou Chief Executive Officer (1)                |      | 2006 |   | $          | 42,300 |           | $ | 0     |                            |   | $     | 3,072     | (4) |   | $      | 45,372
|                                                        | 2005 |      | $ | 37,220     |        | $         | 0 |       |                            | $ | 9,305 | (4)       |     | $ | 46,525
|                                                        |      | 2004 |   | $          | 15,350 |           | $ | 0     |                            |   | $     | 1,812     | (4) |   | $      | 17,162
|                                                        |      |      |   |            |       
|Terry G. Cook President and Chief Executive Officer (1) |      | 2006 |   |            |       |           |   |      |                            |   |       |          |     |   |        |      
|                                                        | 2005 |      | $ | 0          |        | $         | 0 |       |                            | $ | 0     |           |     | $ | 0     
|                                                        |      | 2004 |   | $          | 0      |           | $ | 8,000 | (3)                        |   | $     | 0         |     |   | $      | 8,000 



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|                                       |      |      |   |            |        |           |   |                            |   |       |           |     |   |        |       
|-------------------------------------- | ---- | ---- | - | ---------- | ------ | --------- | - | -------------------------- | - | ----- | --------- | --- | - | ------ | ------
|Name and Principal Position            |      | Year |   | Salary ($) |        | Bonus ($) |   | All Other Compensation ($) |   |       | Total ($)
|Fennang Wu Chief Financial Officer (2) |      | 2006 |   |            | 0      |           |   | 0                          |   |       | 0         |     |   | $      | 0     
|                                       | 2005 |      |   |           |        |           |  |                            |   |      |           |     |   |      
|                                       |      | 2004 |   |            |       |           |   |                           |   |       |          |     |   |        |      
|                                       |      |      |   |            |       
|Huajun Yu Chief Financial Officer (2)  |      | 2006 |   | $          | 0      |           | $ | 0                          |   | $     | 0         |     |   | $      | 0     
|                                       | 2005 |      | $ | 0          |        | $         | 0 |                            | $ | 0     |           |     | $ | 0     
|                                       |      | 2004 |   | $          | 0      |           | $ | 0                          |   | $     | 0         |     |   | $      | 0     
|                                       |      |      |   |            |       
|Limin Chen Chief Operating Officer     |      | 2006 |   | $          | 26,920 |           | $ | 0                          |   | $     | 1,280     | (4) |   | $      | 28,200
|                                       | 2005 |      | $ | 26,050     |        | $         | 0 |                            | $ | 3,877 | (4)       |     | $ | 29,927
|                                       |      | 2004 |   | $          | 10,750 |           | $ | 0                          |   | $     | 755       | (4) |   | $      | 11,505

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|(1) | Mr. Li, our principal executive officer, has served as our Chief Executive Officer since September 2006. Mr. Li has served as a Vice President of Wuhan Youji since 1994.
Mr. Zhou served as our Chief Executive Officer from July 1, 2005 through September 2006. Mr. Cook served as the President and Chief Executive Officer of Cougar Holdings, Inc. until June 30, 2005.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Mr. Wu, our principal financial officer, has served as our Chief Financial Officer since September 2006. Mr. Yu served as our Chief Financial Officer from July 2005 to
September 2006.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | In October 2004, Mr. Cook received 400,000 shares of common stock for consulting services valued at $8,000.
|--- | -----------------------------------------------------------------------------------------------------------

|(4) | Represents dividends paid by Wuhan Youji Import & Export Co.
|--- | ------------------------------------------------------------

Compensation Arrangements

We do not have employment or severance agreements with any of the persons named in the Summary
Compensation Table. Except for payment of salaries, we currently do not have any plan, contract, authorization or arrangement, whether or not set forth in any formal document, pursuant to which cash, securities, similar instruments, or any other
property may be received by any of the persons named in the Summary Compensation Table.

We have not granted any stock or stock option or
other equity awards, nor is there any outstanding stock or stock option or other equity award granted to, any of the persons named in the Summary Compensation Table.

None of the persons named in the Summary Compensation Table are beneficiaries of a defined benefit or other retirement plan that provides for specific retirement payments or benefits. See Defined Contribution
Plan below.

Stock Incentive Plans

In April, 2005, the Board of Directors of Cougar Holdings Inc. unanimously adopted the Cougar Holdings Inc. 2005 Stock Incentive Plan. The aggregate number of shares of common stock that may be issued under this plan is 800,000. In May
2005, Cougar Holdings issued to three consultants an aggregate of 789,750 shares of common stock reserved under the plan. There are 10,250 remaining shares of common stock reserved for issuance under the plan. We will not issue any additional shares
under this plan.



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In October, 2004, Cougar Holdings Inc. approved the Cougar Holdings Inc. 2004 Stock Incentive
Plan. The aggregate number of shares of common stock that may be issued under this plan is 400,000. In October 2004, Cougar Holdings issued to its president and a director, Terry Cook, 400,000 shares of common stock reserved under the plan. As
a result, there are no remaining shares of common stock reserved for issuance under the plan.

Defined Contribution Plan

We have a defined contribution plan for all qualified employees in the PRC. We and our employees are each required to make contributions to the plan at
the rates specified in the plan. Our only obligation with respect to retirement scheme is to make the required contributions under the plan. No forfeited contribution is available to reduce the contribution payable in the future years. We
contributed $334,602, $321,379 and $332,582 for the years ended December 31, 2006, 2005 and 2004, respectively. None of the persons named in our Summary Compensation Tables are part of this defined contribution plan or any other deferred
compensation plan.

Directors Compensation

None of our directors received any compensation for his service as a director. All compensation of persons who are also our directors is fully reflected in the Summary Compensation Table.



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------

Security Ownership of Certain Beneficial Owners

The following table sets forth information regarding
each person known by us to be the beneficial owner of more than 5% of our common stock, excluding persons who are our executive officers, directors or director nominees, as of March 23, 2007.

Beneficial ownership has been determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to
the shares. Unless otherwise indicated, the persons named in the table below have sole voting and investment power with respect to the number of shares indicated as beneficially owned by them.



|                                                                                          |  |                                    |  |                       |  
|----------------------------------------------------------------------------------------- |  | ---------------------------------- |  | --------------------- | -
|NAME AND ADDRESS OF BENEFICIAL OWNER                                                      |  | NUMBER OF SHARESBENEFICIALLY OWNED |  | PERCENTAGEOUTSTANDING |  
|Wuhan Youji Employee Trust (1) 10 Gongnong Rd. Qiaokou District Wuhan 430035, PRC         |  | 5,867,546                          |  | 29.3                  | %
|Wuhan Linuo Investment Co. Limited (2) 10 Gongnong Rd. Qiaokou District Wuhan 430035, PRC |  | 5,840,023                          |  | 29.2                  | %

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|(1) | In accordance with Article 10 of the Management Regulations for the Employee Trust of Wuhan Youji Industries Co., Ltd., Mr. Huang Saodi, the Chairman of the Council of the
Employee Trust, has the power to vote and to dispose of the Cougar Holdings shares held by the Trust.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Yuankun Gao controls these shares through his control of Wuhan Linuo Investment Co. Limited.
|--- | --------------------------------------------------------------------------------------------



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Security Ownership of Management

The following table sets forth information regarding the beneficial ownership of our common stock as of March 23, 2007. The information in this table provides the ownership information for



| |  |  | each of our directors,
| | - |  | ----------------------



| |  |  | each of our executive officers, and
| | - |  | -----------------------------------



| |  |  | our executive officers and directors as a group.
| | - |  | ------------------------------------------------

Beneficial ownership has been determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to the shares. Unless otherwise indicated, the persons named in the
table below have sole voting and investment power with respect to the number of shares indicated as beneficially owned by them. Unless otherwise indicated, the address of each beneficial owner is Cougar Holdings, Inc., c/o Wuhan Youji Industries
Company, Ltd., 10 Gongnong Rd, Qiaokou District, Wuhan 430035, PRC.



|                                                            |  |                                    |     |  |                       |  
|----------------------------------------------------------- |  | ---------------------------------- | --- |  | --------------------- | -
|NAME AND ADDRESS OF BENEFICIAL OWNER                        |  | NUMBER OF SHARESBENEFICIALLY OWNED |     |  | PERCENTAGEOUTSTANDING |  
|Yuankun Gao President and Director                          |  | 5,840,023                          | (1) |  | 29.2                  | %
|Zitong Li Chief Executive Officer and Director              |  | 57,339                             |     |  | <1                    | %
|Xingwen Diao Chairman of the Board                          |  | 0                                  |     |  | 0                     |  
|Hongdun Zhou Director                                       |  | 716,743                            |     |  | 3.6                   | %
|Fenggang Wu Chief Financial Officer and Director            |  | 0                                  |     |  | 0                     | %
|Limin Chen Chief Operating Officer and Director             |  | 71,674                             |     |  | <1                    | %
|All Executive Officers and Directors as a Group (6 persons) |  | 6,685,779                          | (1) |  | 33.4                  | %

---

|(1) | Includes 5,840,023 shares of common stock owned by Wuhan Linuo Investment Co. Limited, which is controlled by Mr. Gao.
|--- | ----------------------------------------------------------------------------------------------------------------------



|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|-------- | -------------------------------------------------------------------------

Cougar Holdings, Inc  Prior to Acquisition of Wuhan Youji on July 1, 2005

Hudson Capital Corporation, a company
controlled by Cougars President, Terry G. Cook, has since the companys inception advanced funds for the companys administrative and operating expenses. Prior to the acquisition of Wuhan Youji, Hudson Capital Corporation owned
approximately 94% of the outstanding common stock of Cougar Holdings Inc. On July 1, 2005, Mr. Cook resigned as a director and all of his officer positions with Cougar Holdings.



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Financing Transactions

Hudson Capital has provided management and office services to Cougar Holdings since its inception. During the year ended June 30, 2005, Hudson
Capital advanced $2,036 to Cougar Holdings for the continuation of the companys operations. Hudson Capital also purchased from the company equipment for $200. During the year ended June 30, 2004, Hudson Capital advanced $1,732 to the
company for its operations. Hudson Capital waived the outstanding balance during the year.

Equity Transactions

On October 20, 2004, Cougar Holdings Inc. issued to Terry Cook 400,000 shares of common stock under the Cougar Holdings Inc. 2004 Stock Incentive
Plan for consulting services.

As part of the acquisition of Wuhan Youji, Hudson Capital surrendered 747,751 shares of Cougar
Holdings common stock to Cougar Holdings without any additional consideration.

In May 2005, Cougar Holdings declared a distribution
dividend of all of its shares of common stock of Western Gems Inc., a wholly owned subsidiary company owning the WC1 and WC2 mineral claims previously owned by Cougar Holdings, to the holders of record of Cougar Holdings common stock, as of
the close of business on May 2, 2005, on the basis of one Western Gems Inc. voting common share for each ten shares of Cougar Holdings common stock. As the largest shareholder of Cougar, Hudson Capital and Mr. Cook received
approximately 94% of the stock of Western Gems.

Wuhan Youji

Wuhan Youji Import & Export Co.

We own 51% of Wuhan Youji Import & Export
Co. The remaining 49% is owned by various persons, including three of our executive officers and directors. Zitong Li, a director and our Chief Executive Officer, Hongdun Zhou, a director and our former Chief Executive Officer, and Limin Chen, our
Chief Operating Officer and a director, each own less than five percent of Wuhan Youji Import & Export Co. Other than a proportionate interest in dividends, none of our executive officers or directors is compensated by Wuhan Youji
Import & Export Co.

Operations

Our Chief Operating Officer and a director, Mr. Limin Chen is also an Executive Director of Hubei Zaoyang Jinma Chemical Inc. (Jinma). Jinma mainly manufactures cyanides and other highly poisonous
products. Since 2002, Jinma has been manufacturing such products for Wuhan Youji, as well as purchasing products from Wuhan Youji, at market prices. The following table summarizes the aggregate business between Wuhan Youji and Jinma:



|     |  |                       |       |                                    |   |                              |  |   |      
|---- |  | --------------------- | ----- | ---------------------------------- | - | ---------------------------- |  | - | -----
|     |  | In US$ (in thousands)
|Year |  | Jinmas Total Revenue |       | Purchases by Jinmafrom WuhanYouyji |   | Sales by Jinma toWuhan Youji
|2004 |  | $                     | 1,720 |                                    | $ | 898                          |  | $ | 1,393
|2005 |  | $                     | 2,150 |                                    | $ | 1,130                        |  | $ | 1,680
|2006 |  | $                     | 1,652 |                                    | $ | 280                          |  | $ | 210  

We believe that the terms of the above transactions are commercially reasonable and no less
favorable to us than we could have obtained from an unaffiliated third party on an arms length basis. To the extent we may enter into any agreements with related parties in the future, the Board of Directors has determined that such agreements
must be on similar terms.



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Director Independence

Our Board of Directors has determined that none of our directors is independent within the meaning of the Nasdaq Stock Market listing standards.

Our Board does not have an audit, compensation or nominating committee. Our full Board of Directors will perform such functions. Nominations for election
to the Board of Directors may be made by the Board of Directors, or, subject to certain notice requirements, by any shareholder entitled to vote for the election of directors.

Board Meetings

Our Board of Directors met twice during 2006. Each director participated in these
board meetings. Our Board of Directors acted by unanimous written consent twice times during 2006.

We do not have a policy with regard to
director attendance at the Annual Meeting of Shareholders. All of our Directors attended the 2006 Annual Meeting of Shareholders.



|ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES
|-------- | --------------------------------------

Principal Accounting
Fees and Services

We paid the following fees to PKF (Hong Kong), our independent auditor, during the years ended December 31, 2006
and 2005.



|                  |  |           |        |                   |   |         |  |               |   |  |   |  
|----------------- |  | --------- | ------ | ----------------- | - | ------- |  | ------------- | - |  | - | -
|Year Ending       |  | AuditFees |        | Audit-RelatedFees |   | TaxFees |  | All OtherFees
|December 31, 2006 |  | $         | 66,000 |                   | $ | 24,000  |  | $             | 0 |  | $ | 0
|December 31, 2005 |  | $         | 70,000 |                   | $ | 30,000  |  | $             | 0 |  | $ | 0

Pre-approval Policy and Procedures

Our Board of Directors has not yet adopted policies and procedures for the pre-approval of audit and non-audit services for the purpose of maintaining the
independence of our independent auditors.

PART IV



|ITEM 15. | EXHIBITS; FINANCIAL STATEMENT SCHEDULES
|-------- | ---------------------------------------

Exhibits



|            |  |                                                     
|----------- |  | ----------------------------------------------------
|Exhibit No. |  | Description                                         
|31.1        |  | Section 302 Certification  Chief Executive Officer*
|            | 
|31.2        |  | Section 302 Certification  Chief Financial Officer*
|            | 
|32.1        |  | Section 906 Certification  Chief Executive Officer*
|            | 
|32.2        |  | Section 906 Certification  Chief Financial Officer*

---

|* | Filed herewith.
|- | ---------------



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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, Cougar Holdings Inc. has duly caused this report on Form 10-K/A-1 to be signed on its behalf by the undersigned
thereunto duly authorized.



COUGAR HOLDINGS INC.By

/s/ ZITONG LIZitong LiChief Executives Officer


Date: April 29, 2007

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, this report on Form 10-K/A-1 has been signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.



|                 |  |                                              |  |               
|---------------- |  | -------------------------------------------- |  | --------------
|SIGNATURE        |  | TITLE                                        |  | DATE          
|                 |  |                                             
|                 |  | President and Director                       |  | , 2007        
|Yuankun Gao      |  |                                              |  |               
|                 |  |                                             
|                 |  | Chairman of the Board                        |  | , 2007        
|Xingwen Diao     |  |                                              |  |               
|                 |  |                                             
|/s/ ZITONG LI    |  | Chief Executive Officer and Director         |  | April 29, 2007
|Zitong Li        |  | (principal executive officer)                |  |               
|                 |  |                                             
|/s/ FENGGANG WU  |  | Chief Financial Officer and Director         |  | April 29, 2007
|Fenggang Wu      |  | (principal financial and accounting officer) |  |               
|                 |  |                                             
|/s/ LIMIN CHEN   |  | Chief Operating Officer and Director         |  | April 29, 2007
|Limin Chen       |  |                                              |  |               
|                 |  |                                             
|/s/ HONGDUN ZHOU |  | Director                                     |  | April 29, 2007
|Hongdun Zhou     |  |                                              |  |               



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