**ECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
        D.C. 20549**
 
 **First
          Amended Form 10-K/A**
 
 [X]
              ANNUAL
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934
  **For
        the fiscal year ended September 30, 2006**
 
 [
                  ]
              TRANSITION
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934
  For
        the
        transition period from _______________ to ________________
 
 **Commission
        file number: 000-49687**
 
 **China
        Agro Sciences Corp.**
 (Exact
        name of registrant as specified in its charter)
 
 **Florida**
                (State
                  or other jurisdiction of
                incorporation
                  or organization)
              **33-0961490**
                (I.R.S.
                  Employer
                Identification
                  No.)**101
                  Xinanyao Street, Jinzhou District**
                **Dalian,
                  Liaoning Province**
                (Address
                  of principal executive offices)
              **PRC
                  116100**
                (Zip
                  Code)
 
 **Issuer’s
        telephone number (212) 232-0120**
 
 Securities
        registered pursuant to Section 12(b) of the Act:
 
 Title
                  of each class
              
              Name
                  of each exchange on which registeredNone
              
              None
 
 Securities
        registered under Section 12(g) of the Exchange Act:
 
 **Common
        stock, par value $0.001**
 (Title
        of
        class)
  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 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
        preceding 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 (§229.405 of this chapter) is not contained herein, and will not
        be contained, to the best of 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. [X]
 
 Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, or a non-accelerated filer. See definition of “accelerated
        filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
        one):
 
 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 .
 
 State
        the
        aggregate market value of voting and non-voting common equity held by
        non-affiliates computed by reference to the price at which the common equity
        was
        last sold, or the average bid and asked price of such common equity, as of
        the
        last business day of the registrant’s most recently completed second fiscal
        quarter. There was no market for our common stock.
 
 
 **APPLICABLE
        ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY**


**PROCEEDINGS
      DURING THE PRECEDING FIVE YEARS:**





Indicate
      by check mark whether the registrant has filed all documents and reports
      required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934
      subsequent to the distribution of securities under a plan confirmed by a court.
      Yes  No  .





**(APPLICABLE
      ONLY TO CORPORATE REGISTRANTS)**





Indicate
      the number of shares outstanding of each of registrant’s classes of common
      stock, as of the latest practicable date. As of January 3, 2007, there were
      20,050,000 shares of common stock, par value $0.001, issued and
      outstanding.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





List
      hereunder the following documents if incorporated by reference and the Part
      of
      the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
      incorporated: (1) Any annual report to security holders; (2) Any proxy or
      information statement; and (3) Any prospectus filed pursuant to rule 424(b)
      or
      (c) of the Securities Act of 1933 (“Securities Act”). The listed documents
      should be clearly described for identification purposes (e.g., annual report
      to
      security holders for fiscal year ended December 24, 1980). None.














**China
      Agro Sciences Corp.**





**TABLE
      OF CONTENTS**





PART
                    I
                2ITEM
                    1 - BUSINESS
                2ITEM
                    1A - RISK FACTORS
                8ITEM
                    1B - UNRESOLVED STAFF COMMENTS
                11ITEM
                    2 - PROPERTIES
                11ITEM
                    3 - LEGAL PROCEEDINGS
                12ITEM
                    4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                12PART
                    II
                13ITEM
                    5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
                    ISSUER PURCHASES OF EQUITY SECURITIES
                13ITEM
                    6 - SELECTED FINANCIAL DATAMANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
                    OPERATION
                14ITEM
                    7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS
                15ITEM
                    7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
                    RISK
                18ITEM
                    8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                19ITEM
                    9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                    AND
                    FINANCIAL DISCLOSURE
                19ITEM
                    9A - CONTROLS AND PROCEDURES
                19ITEM
                    9B - OTHER NFORMATION
                19PART
                    III
                20ITEM
                    10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
                20ITEM
                    11 - EXECUTIVE COMPENSATION
                21ITEM
                    12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                    AND
                    RELATED STOCKHOLDER MATTERS
                22ITEM
                    13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
                23ITEM
                    14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES
                24PART
                    IV
                26ITEM
                    15 - EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
                26





1





**PART
      I**




**Explanatory
          Note**
 
 China
          Agro Sciences, Inc. has
          restated its Annual Report on Form 10-K. This Annual Report is for the
          year
          ended September 30, 2006, and was originally filed with the Commission
          on Form
          10-K on January 16, 2007. The purpose of this amendment is to revise the
          Contractual Obligations table by inserting the amounts that were inadvertently
          omitted, and to correct the page numbering of the Financial Statements.
          References throughout this Annual Report are accurate as of the date originally
          filed. We have not undertaken to update all of the information in this
          Annual
          Report, but instead have only (i) revised the Contractual Obligations table
          and (ii) corrected the Financial Statement page numbers. Please read all
          of our
          filings with the Commission in conjunction with this Annual
          Report.





This
      Annual Report includes forward-looking statements within the meaning of the
      Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based
      on management’s beliefs and assumptions, and on information currently available
      to management. Forward-looking statements include the information concerning
      possible or assumed future results of operations of the Company set forth under
      the heading “Management’s Discussion and Analysis of Financial Condition or Plan
      of Operation.” Forward-looking statements also include statements in which words
      such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,”
“consider” or similar expressions are used.





Forward-looking
      statements are not guarantees of future performance. They involve risks,
      uncertainties and assumptions. The Company’s future results and shareholder
      values may differ materially from those expressed in these forward-looking
      statements. Readers are cautioned not to put undue reliance on any
      forward-looking statements.





**ITEM
      1 - BUSINESS**





*Business
      Overview*





We
      were
      incorporated under the name M-GAB Development Corporation in March 2001. From
      inception through early 2003, our business was the development, marketing,
      and
      distribution of an interactive travel brochure. On May 16, 2003, we filed an
      election to be treated as a business development company (“BDC”) under the
      Investment Company Act of 1940 (the “1940 Act”), which became effective on the
      date of filing. As a BDC we never made any investments into eligible portfolio
      companies.





DaLian,
      our wholly-owned subsidiary, was formed on March 10, 2006. On May 1, 2006,
      DaLian merged with DHC (formerly known as China Agro Sciences Corp.), a Florida
      corporation that was formed March 9, 2006 (the “Merger”). As a result of the
      Merger DHC remained as the surviving entity and DaLian ceased to exist. Prior
      to
      DaLian’s merger with DHC, DHC acquired all the outstanding common stock of Ye
      Shun International (“Ye Shun”), a company that owns all the outstanding common
      stock of DaLian Runze Chemurgy Co., Ltd. (“Runze”). Ye Shun is a Hong Kong
      registered enterprise. Runze is classified by the Chinese government as an
      enterprise entity with 100% of its capital coming from Hong Kong. As a result
      of
      the Merger we terminated our status as a business development company and,
      through our wholly-owned subsidiary, became a development stage company
      specializing in the sale and distribution of pesticides and herbicides. Our
      only
      operations are conducted through our wholly-owned subsidiary, which controls
      the
      assets of Runze. The term “we” as used throughout this document refers to China
      Agro Sciences Corp., DaLian, and the operations of Runze, which are controlled
      by DHC.





Our
      subsidiary owns Runze, an entity that was originally formed by the current
      management and principal shareholders of Dalian Raiser Chemurgy Co., Ltd.
      (“DRC”) and subsequently sold to Ye Shun. DRC is a state-appointed manufacturer
      located in the Peoples Republic of China .
      Mr.
      Zhengquan Wang, our Chief Executive Officer, Chief Financial Officer and a
      Director, is the President and Chairman of the Board of DRC. After the formation
      of Runze, we initially believed DRC would be one of our primary competitors
      in
      the manufacturing and sale of herbicides and pesticides in China, however,
      due
      to certain manufacturing standards in place at our sole customer to date, Jilin
      Ruiye Pesticide Co., we manufactured all of the herbicides we sold in fiscal
      year 2006 at DRC’s manufacturing plant.  As
      discussed in more detail below, if we improve our manufacturing facilities
      and/or if DRC ceases to agree to manufacture our herbicides and pesticides
      then
      we believe DRC will become one of our primary competitors.






2




Runze
      contains all our operations and the majority of our assets. We specialize in
      low
      toxic pesticides and herbicides. Our primary product is the herbicide known
      as
      Acetochlor. Our other pesticide products include Razesor, Emamectin benzoate,
      and Clethodim. Our headquarters and manufacturing facilities are located in
      the
      city of ZhuangHe, LiaoNing Province, Peoples Republic of China. China has the
      largest agricultural market in the world, and therefore the largest pesticide
      market in the world. Through the sales and distribution of its pesticide and
      herbicide products, we hope to maintain a strong market share in the highly
      regulated pesticide industry in China.





*The
      Pesticide Industry*




According
      to the projections of the Food and Agricultural Organization of the United
      Nations and the United States Census Bureau, the global population is
      experiencing increasing growth rates. The current world population of 6.1
      billion is projected to increase to 7.2 billion in 2010, and 9.8 billion in
      2050. The urgent need of decent food supplies has become a global issue. Under
      current predictions, only 1/3 of the increasing food demand can be met by the
      expansion of cultivated land, which is limited. The remaining 2/3 will largely
      depend on increasing agricultural productivity. The successful implementation
      of
      pesticide programs is an effective method for increasing agricultural
      productivity. It is estimated that every year about one third of the world’s
      potential harvest is lost to damage caused by plant diseases and insect pests.
      In a typical case, the lack of pesticide or its improper usage can reduce the
      productivity by 25-40% in one year (compared to proper pesticide usage), and
      40-60% the following year. The unique nature among growing population, food
      supply, and pesticide has created a large growing market for the pesticide
      industry.




China
      is
      the largest agricultural country in the world. Due to its population the Chinese
      government is focused on its low income segment of the population, including
      the
      development of agriculture as a means to provide for its population. China
      is
      also a developing country with a serious problem of plant diseases and insect
      pests. Other issues, such as the lack of modern agricultural machinery and
      skills, low unit quality and productivity, and the dispersed layout of its
      cultivated land, have created many challenges. The current population in China
      has reached a total of 1.3 billion, and the total cultivated land remains at
      95
      million hectares, which is equal to 0.073 hectare per person. As a nation,
      China
      is using 7% of the world’s agricultural resources to support 22% of the world’s
      population. Therefore, there is a need to increase productivity in the
      agricultural sector. Advanced technologies, including the broader use of
      pesticides, are needed. According to the Chinese Agriculture Ministry, each
      year
      the implementation of pesticides in China prevents the losses of over 25 million
      tons of foodstuff, 400 thousand tons of cotton, 8 million tons of vegetables,
      and 3.3 million tons of fruit, which are equal to 30 billion Yuan Renminbi
      (“RMB” - the Chinese currency; 1 RMB equals approximately 0.1248 U.S. dollars)
      in fair market value.




The
      pesticide industry in China has experienced tremendous growth in the past 10
      years, with its productivity almost doubled and over 100 new pesticide products
      invented. According to the Centre Bureau of Product & Quality Control, the
      current pesticide production in China has reached an annual output of 800
      thousand tons with 20 billion RMB in value, ranking the second largest in the
      world. Export of pesticides plays an important role, which returns $1.2 billion
      in revenue annually. However, currently in China pesticides are only used on
      60%
      of the cultivated wet land and 30% of the cultivated dry land, compared to
      a
      full 100% in most developed countries. Among all pesticides, insecticides are
      the most common, which are largely organic-phosphide-based (“OPB”) ** with
      high
      toxic contents and residues. Due to these high toxicity levels in the
      insecticides it is currently anticipated that the production and usage of the
      five most popular OPB insecticides, which currently represent 30% of the total
      market share in the nation, will be banned sometime in 2007.





3




Outside
      of China the global demand for pesticides is increasing steadily. With the
      current trend in many developed countries to reduce or cease pesticide
      productions, the Chinese pesticide industry has a great potential in its
      long-term development.




According
      to China’s National Agricultural Technology Centre, the annual sales of
      Acetochlor in China will likely maintain an annual growth rate of 20-30%, and
      it
      is currently projected that Acetochlor will remain in production for at least
      another 20 years. Currently there are over 100 different brands on sale, which
      makes Acetochlor the most popular among all herbicides. Acetochlor has been
      successfully applied to the vast cultivated wet land in China in recent
      years.




In
      2002,
      the Chinese government issued a new guideline on toxic OPB pesticides. Its
      purpose was to reduce toxic OPB pesticide productions and to ban sales and
      usage. Pursuant to regulations, in 2003 toxic OPB pesticides could only be
      applied to cotton; as of 2005 only two manufacturers have production rights
      under license, with combined annual output not exceeding 26,000 tons. By 2007,
      all toxic OPB pesticides will be banned, which will create a sizeable supply
      shortfall. Compared to toxic OPB pesticides, Razesor, a pesticide we produce,
      is
      highly effective with identical results on insects, and it is
      environmental-friendly with minimum toxic contents and residues. Razesor is
      expected to become the best alternative to toxic OPB pesticides in China. The
      manufacturing process of Razesor generates a low amount of industrial wastes,
      which can be managed and creates no pollution to the environment. The potential
      market for Razesor is growing in China with a total demand of 10,000 - 15,000
      tons expected in the next three years. The future demand is expected to be
      even
      higher.





The
      European Union (“EU”) has banned the usage of over 320 different pesticides,
      germicides, and herbicides since December 31, 2003. Agricultural products
      contaminated by related chemical residues have been forbidden to enter the
      EU
      market. The United States and Japan are expected to pass similar regulations,
      which will create a growing market for biological pesticides. The demand for
      the
      most common biological pesticide, Abamectin, has been increasing over the years
      with its unit prices soaring from 900 RMB/kg to 2,300 RMB/kg since March, 2004.
      To address these rising prices, we have developed a substitute product for
      Abamectin called Emamectin benzoate. This pesticide, which we produce (in its
      solution and emulsion forms), contains minimum impurities and causes no
      pollution to the environment. As noted above, it is anticipated that the Chinese
      government will ban the production and usage of five most popular toxic OPB
      pesticides by 2007, which will create an annual market shortfall of over 200,000
      tons. Emamectin benzoate has been appointed as one of the replacement pesticides
      by the Chinese National Reform and Development Committee, and the Chinese Green
      Food Program has approved Emamectin benzoate’s usage on its Green Food product
      lines. We believe these positive endorsements have secured a promising future
      for Emamectin benzoate in the pesticide industry. We have signed an initial
      agreement with Sangenta of Switzerland to cooperate in areas of Emamectin
      benzoate research and development, sales, and rare material
      supplies.




For
      many
      years in China, there have always been shortages of post-sprout herbicides.
      Some
      of the common herbicides, such as Sulfonylurea, cannot be dissolved naturally
      in
      the environment and thus become sources of pollution. The United States and
      other developed countries have banned Sulfonylurea usage. With its continuing
      commitment to environmental protection, China is in the process of replacing
      Sulfonylurea. Sumitomo Chemical Co. Ltd of Japan has obtained the temporary
      registration for its Clethodim product in China, and its Clethodim product
      has
      been a great sales success. The annual import of Clethodim to China reaches
      a
      total of 200 tons, which is not sufficient for a decent supply. We believe
      the
      domestic production of our Clethodim in China can replace a significant amount
      of imported Clethodim and has promise as a successful export to other
      countries.





4








*Principal
      Products and Services*




We
      operate through our subsidiary, Runze. Our primary business is the
      manufacturing, sale and distribution of herbicides and pesticides to reduce
      or
      eliminate the amount of agricultural produce lost to plant diseases and insects.
      We currently have four herbicides and pesticides we are either producing or
      testing for future release: Acetochlor, Razesor, Emamectin benzoate, and
      Clethodim.





Acetochlor





Acetochlor
      is currently the world’s eighth most popular herbicide in terms of sales. It is
      highly productive during the pre-sprout stage of agricultural production and
      is
      currently the only product that we produce in large industrial-use quantities.
      Acetochlor is widely used during the growing of soybeans, corn, peanuts, and
      vegetables. Acetochlor can eliminate most types of weeds with minimum toxic
      contents and residues, and helps to stop weeds from growing in and around the
      crop. Acetochlor poses no threat to humans or livestock. Due to its
      effectiveness and relatively low cost, Acetochlor has gained tremendous
      popularity in China. The annual output of Acetochlor in China has reached 20,000
      tons, which provides protection to over 12 million hectares of cultivated land.





In
      October, 2005, we completed construction on an Acetochlor manufacturing facility
      with a 5,000-ton annual capacity. However, during the fiscal year ended
      September, 2006, due to the lack of certain environmental permits and the
      failure of our manufacturing facility to meet the manufacturing standards of
      our
      only customer, Jilin Ruiye Pesticide Co., a third-party located in China, we
      manufactured all the Acetochlor we produced at the manufacturing plant of DRC,
      a
      related third-party. We hope to obtain the appropriate environmental permits
      during fiscal year 2007. Additionally, according to Jilin Ruiye Pesticide Co.,
      our manufacturing facility lacks the quality control procedures that they
      require for the production of the products they sell. In the future we hope
      to
      improve the conditions at our manufacturing plant in order to begin producing
      Acetochlor at the facility. At some in the future we hope to operate the
      facility at full capacity to supply Acetochlor to the Chinese market. We have
      future plans to utilize this facility to manufacture other Acetochlor-derived
      products, which will have applications in other areas. During fiscal year 2006
      we sold 4,100 tons of Acetochlor.




Razesor





Razesor
      is a pesticide introduced by DRC into the Chinese pesticide market. DRC has
      a
      Chinese patent and a PCT patent (PCT # 02128312.5), which is a patent issued
      by
      the World Intellectual Property Organization pursuant to the Patent Cooperation
      Treaty. **** The
      advanced technology used to manufacture Razesor ensures stable output of the
      pesticide with high product purity. The manufacturing process used generates
      only a small amount of waste and the raw materials used are easily obtainable
      in
      China, keeping production costs low. We hope to obtain a license from DRC to
      manufacture and sell Razesor.





Razesor
      is a general pesticide that is highly effective against Coleoptera insects
      and
      insects with developed resistance to some common pesticides. Razesor has been
      widely applied to rice, cotton, vegetable, tobacco, potato, tea and corn.
      Razesor eliminates the insects and their eggs by destroying the insect’s central
      nervous system.





Emamectin
      benzoate





Emamcetin
      benzoate is a new half-synthesized antibiotic biological pesticide with low
      toxic contents and no residue. Emamectin benzoate intensifies the functional
      activities of an insect’s nerve cells
      and
      undermines the insect’s cellular active functions, causing irreversible
      paralysis, with most results occurring 3-4 days from initial usage. Emamcetin
      benzoate’s typical usage is only 1 gram per hectare and remains 72-100%
      effective up to 15 days after initially applied. The pesticide poses no harm
      to
      useful insects and bees, which is very helpful in quantitative insect control.





5








Clethodim





Clethodim
      is a post-sprout herbicide. It is suitable for over 40 different industrial
      crops such as soybeans, peanuts, and cotton. As an herbicide it effectively
      eliminates almost all types of weeds, both perpetual and perennial. Clethodim
      is
      environmentally-friendly with low toxic contents and no cumulated residue.
      The
      typical usage of Clethodim is 3.6-4.8 grams per hectare and can be used in
      conjunction with other more common herbicides.





*Sales
      and Marketing Strategy*




Our
      original sales and marketing strategy involved the use of a sophisticated sales
      and marketing network in China developed by DRC.. We believed this network
      would
      give us access to the vast rural areas of China and the ability to provide
      products and supports to millions of agricultural producers and the land they
      farm. However, in order to begin selling our products and generate revenue
      in
      the near term we began selling Acetochlor to Jilin Ruiye Pesticide Co., an
      unrelated third party company that came to us, not through DRC’s marketing
      network, but through Mr. Wang’s connections in the herbicide and pesticide
      industry. Therefore, for the foreseeable future we will concentrate on supplying
      our product(s) to Jilin Ruiye Pesticide Co., and look for additional sales
      channels utilizing Mr. Wang’s connections in the industry and not through any
      marketing network.





*Research
      and Development*





From
      our
      inception we have emphasized recruiting and development of quality employees.
      Today we have a strong team of experts, specializing in agriculture protection,
      fine chemical synthesis, and chemical engineering. We hope to obtain
      state-of--the-art equipment and form a strong coalition with many advanced
      research institutes, in order to become one of the most technologically-advanced
      pesticide manufactures in the China, setting industry standards in product
      research and development.





*Distribution*





As
      noted
      above, we are currently only selling one product, Acetochlor, to one customer,
      Jilin Ruiye Pesticide Co. For the foreseeable future we plan to distribute
      our
      products primarily through Mr. Wang’s connections in the pesticide and herbicide
      industry in China.





As
      for
      distribution abroad, we will face mandatory governmental and regulatory
      regulations to distribute our products abroad. These stipulations can and may
      include registering with the proper government boards, provincial and local
      regulatory bodies, and other various groups which monitor the distribution
      of
      pesticide products.










6


Competition




We
        specialize in the sales and distribution of herbicides and pesticides. We
        compete with other herbicide and pesticide for distributors and customers,
        primarily in China. Our primary competitors in China include Jiangsu Ludelai
        Co., Ltd., Hebei Xuanhua Pesticide Co., Ltd., and Jiangsu Nantong Jiangshan
        Pesticide Co., Ltd., As noted above, we initially believed DRC would be one
        of
        our primary  Mr.
        Zhengquan Wang, our Chief Executive Officer, Chief Financial Officer and
        a
        Director, is the President and Chairman of the Board of DRC. Many of the
        herbicide/pesticide companies with whom we compete, including those listed
        herein, have greater financial and technical resources than those available
        to
        us. Accordingly, these competitors may be able to spend greater amounts on
        the
        manufacturing of pesticides and herbicides and also on research and development
        of new products. In addition, they may be able to afford more technical
        expertise in the development of new products. This competition could result
        in
        competitors having herbicides and pesticides of greater quality and interest
        to
        prospective customers. This competition could adversely impact our ability
        to
        acquire additional customers.





*Sources
      and Availability of Raw Materials*





Our
      raw
      materials primarily consist of chemicals used to produce our various herbicides
      and pesticides. Our primary suppliers of these chemicals include Dalian Huachang
      Trade Corporation, Zhipeng Chemistry Corp., Dongfeng Tianze Chemistry Corp.,
      and
      Liangyang Baita Commodity Corp. All our products are obtained domestically
      in
      China and are readily available.





*Dependence
      on a Few Customers*





During
      fiscal year 2006, we only sold one product, Acetochlor, and only sold that
      product to one customer, Jilin Ruiye Pesticide Co. We are currently seeking
      additional customers for our products, however, until then, if Jilin Ruiye
      Pesticide Co. ceased to purchase Acetochlor from us we would not have any sales
      of our products. During fiscal year 2007 we hope to sell to more than one
      customer and to sell more than one product, but this would likely be contingent
      upon us obtaining the necessary environmental permits for our manufacturing
      facility and upgrading our quality control procedures at the facility to help
      ensure we meet the quality control procedures of our customers.





*Intellectual
      Property*





We
      previously reported that we own a Chinese patent and a PCT patent (PCT #
      02128312.5), which is a patent issued by the World Intellectual Property
      Organization pursuant to the Patent Cooperation Treaty, **** on
      the
      Razesor pesticide. This disclosure was in error. This patent is owned by DRC
      and
      not us. We currently do not have any patents on our products.





*Government
      Approvals*





All
      domestic herbicide and pesticide manufacturers in China will be required to
      undergo a Good Manufacturing Practices Assessment in the next two years. We
      believe this assessment process will significantly reduce the number of
      herbicide and pesticide manufacturers from the current 2,000 to a group of
      about
      50-60 strong manufacturers. We believe we will be one of these manufacturers.
      This will reduce the number of competitors in the domestic industry.





As
      for
      distribution abroad, we will face mandatory governmental and regulatory
      regulations to distribute our products abroad. These stipulations can and may
      include registering with the proper government boards, provincial and local
      regulatory bodies, and other various groups which monitor the distribution
      of
      pesticide products.





7





*Government
      Regulation*





The
      herbicide and pesticide industry in China is regulated by the State
      Environmental Protection Administration of China, but the current regulations
      are not stringent. As mentioned above, all companies in our industry will
      undergo a GMP Assessment and we expect the regulation of our industry will
      increase in the future, but we believe we will be able to meet these
      requirements. The expected additional costs of future compliance has been
      factored in by management going forward.





*Environmental
      Compliance*





Although
      we are aware of the impact our products have on the environment and attempt
      to
      make environmentally-friendly products, we are not currently heavily regulated
      in the China in terms of environmental compliance. However, we expect these
      regulations to increase in the future and do not believe we will have any
      material issues meeting any new environmental compliance regulations in the
      future.





*Employees*





As
      of
      September 30, 2006, we employed a total of 128 full-time employees, 13 of which
      were executives, 10 are managers in charge of overseeing the 78 employees we
      employ that are engaged in manufacturing our products, 17 are involved in sales,
      and the remaining 10 are involved with human resources and administration.





**ITEM
      1A - RISK FACTORS**





On
      at
      least an annual basis, we are required to provide our shareholders with a
      statement of risk factors and other considerations for their review. These
      risk
      factors and other considerations include:





***Our
      manufacturing plants are located in China and our pesticide and herbicide
      production, sale and distribution is subject to Chinese
      regulation.***





Economic
      reforms adopted by the Chinese government have had a positive effect on the
      economic development of the country, but the government could change these
      economic reforms or any of the legal systems at any time. This could either
      benefit or damage our operations and profitability. Some of the things that
      could have this effect are: i) level of government involvement in the economy;
      ii) control of foreign exchange; methods of allocating resources; iv)
      international trade restrictions; and v) international conflict. Additionally,
      as a pesticide and herbicide manufacturer located in China, we are a
      state-licensed company and facility and subject to Chinese regulation and
      environmental laws. The Chinese government has been active in regulating the
      pesticide industry. If we were to lose our state-licensed status we would no
      longer be able to manufacture herbicides or pesticides in China, which is our
      sole operation.





***We
      depend upon governmental laws and regulations that may be changed in ways that
      hurt our business.***





Our
      business and products are subject to government regulations mandating the use
      of
      pesticides and herbicides in China and other countries. Changes in the laws
      or
      regulations in China, or other countries we sell into, that govern or apply
      to
      our operations could have a materially adverse effect on our business. For
      example, the law could change so as to prohibit the use of certain chemical
      agents in herbicides and pesticides. If our herbicides or pesticides contained
      that chemical agent then such a change would reduce our productivity of that
      product.





8




***The
      Chinese government exerts substantial influence over the manner in which we
      must
      conduct our business activities.***





China
      only recently has permitted provincial and local economic autonomy and private
      economic activities. Chinese government has exercised and continues to exercise
      substantial control over virtually every sector of the Chinese economy through
      regulation and state ownership. Our ability to operate in China may be harmed
      by
      changes in its laws and regulations, including those relating to taxation,
      import and export tariffs, environmental regulations, land use rights, property
      and other matters. Currently, our only manufacturing facility does not have
      current environmental permits and is not operational, which has caused us to
      manufacture our product(s) at DRC’s manufacturing facility. We hope to obtain
      appropriate permits during fiscal year 2007, but there is no assurance this
      will
      occur. Additionally, even if we obtain appropriate permits, the central or
      local
      governments of these jurisdictions may impose new, stricter regulations or
      interpretations of existing regulations that would require additional
      expenditures and efforts on our part to ensure our compliance with such
      regulations or interpretations.





Accordingly,
      government actions in the future, including any decision not to continue to
      support recent economic reforms and to return to a more centrally planned
      economy or regional or local variations in the implementation of economic
      policies, could have a significant effect on economic conditions in China or
      particular regions thereof, and could require us to divest ourselves of any
      interest we then hold in Chinese properties or joint ventures.





***Future
      inflation in China may inhibit our activity to conduct business in
      China.***





In
      recent
      years, the Chinese economy has experienced periods of rapid expansion and high
      rates of inflation. During the past ten years, the rate of inflation in China
      has been as high as 20.7% and as low as -2.2%. These factors have led to the
      adoption by Chinese government, from time to time, of various corrective
      measures designed to restrict the availability of credit or regulate growth
      and
      contain inflation. While inflation has been more moderate since 1995, high
      inflation may in the future cause Chinese government to impose controls on
      credit and/or prices, or to take other action, which could inhibit economic
      activity in China, and thereby harm the market for our products.





***Restrictions
      on currency exchange may limit our ability to receive and use our revenues
      effectively.***





The
      majority of our revenues will be settled in Renminbi and U.S. Dollars, and
      any
      future restrictions on currency exchanges may limit our ability to use revenue
      generated in Renminbi to fund any future business activities outside China
      or to
      make dividend or other payments in U.S. dollars. Although the Chinese government
      introduced regulations in 1996 to allow greater convertibility of the Renminbi
      for current account transactions, significant restrictions still remain,
      including primarily the restriction that foreign-invested enterprises may only
      buy, sell or remit foreign currencies after providing valid commercial
      documents, at those banks in China authorized to conduct foreign exchange
      business. In addition, conversion of Renminbi for capital account items,
      including direct investment and loans, is subject to governmental approval
      in
      China, and companies are required to open and maintain separate foreign exchange
      accounts for capital account items. We cannot be certain that the Chinese
      regulatory authorities will not impose more stringent restrictions on the
      convertibility of the Renminbi.







9





***The
      value of our securities will be affected by the foreign exchange rate between
      U.S. dollars and Renminbi.***





The
      value
      of our common stock will be affected by the foreign exchange rate between U.S.
      dollars and Renminbi, and between those currencies and other currencies in
      which
      our sales may be denominated. For example, to the extent that we need to convert
      U.S. dollars into Renminbi for our operational needs and should the Renminbi
      appreciate against the U.S. dollar at that time, our financial position, the
      business of the Company, and the price of our common stock may be harmed.
      Conversely, if we decide to convert our Renminbi into U.S. dollars for the
      purpose of declaring dividends on our common stock or for other business
      purposes and the U.S. dollar appreciates against the Renminbi, the U.S. dollar
      equivalent of our earnings from our subsidiaries in China would be
      reduced.





***Currently,
      we manufacture all of our products at DRC’s manufacturing
      facility.***





Due
      to
      due to certain manufacturing standards required by our sole customer to date,
      Jilin Ruiye Pesticide Co., and our lack of permits related to environmental
      regulations, we manufactured all of the herbicides we sold in fiscal year 2006
      at DRC’s manufacturing plant because our manufacturing facility does not meet
      those standards. The manufacturing standards that Jilin Ruiye claims our
      manufacturing facility does not meet relate to quality control. Therefore,
      for
      the foreseeable future we will need to manufacture our product(s) at DRC’s
      manufacturing facility. Under our agreement with DRC we paid DRC $100 per one
      ton of product we produced at their facility. This total cost was approximately
      $524,000 for the twelve months ended September 30, 2006. We believe these costs
      would be significantly higher if we were forced to use an unrelated third party
      manufacturing facility to manufacture our products, likely $1.5 million to
      $2
      million higher based on the amount of product we manufactured in the twelve
      months ended September 30, 2006. Based on these factors, if DRC ceased to allow
      us to manufacture our products at their facility we could not meet Jilin Ruiye’s
      strict manufacturing standards and would have to either cease selling our
      products to Jilin Ruiye, our sole customer, or pay another manufacturing
      facility a much higher manufacturing fee to manufacture our product, if we
      could
      even locate a facility to use. Any of these issues would have a significant
      impact on our revenues and our ability to continue as an operating company.
      Although we plan on continuing to use DRC’s facilities until we obtain all
      necessary environmental permits for our manufacturing facility and to improve
      our quality control procedures to meet Jilin Ruiye’s standards, there is no
      assurance we will be successful in either of these ventures.





***Currently,
      we only have one customer for our products.***





Currently,
      we only have one customer for our products, Jilin Ruiye Pesticide Co., an
      unrelated third party located in China. If Jilin Ruiye ceased purchasing our
      product(s) then we would have no revenue from sales of our products, which
      would
      have a significant impact on our ability to continue as an operating company.
      We
      are currently looking for additional sales channels utilizing Mr. Wang’s
      connections in the industry but there is no assurance we will be
      successful.





***We
      give no assurances that any plans for future expansion will be
      implemented.***





We
      plan
      on improving our current Acetochlor manufacturing facility to meet stricter
      manufacturing standards. In order to accomplish this we must obtain certain
      environmental permits and improve the quality control procedures at our
      facility. However, we have not made any definitive plans or signed any binding
      agreements to improve this facility. We may decide to use operating income
      to
      finance these expenditures, which would reduce our operating capital.





10





We
      have a
      limited operating history and limited historical financial information upon
      which you may evaluate our performance.





We
      are in
      our early stages of development and face risks associated with a new company
      in
      a growth industry. We may not successfully address these risks and uncertainties
      or successfully implement our operating strategies. If we fail to do so, it
      could materially harm our business to the point of having to cease operations
      and could impair the value of our common stock to the point investors may lose
      their entire investment. Even if we accomplish these objectives, we may not
      generate positive cash flows or the profits we anticipate in the
      future.





***We
      will face a lot of competition, some of which may be better capitalized and
      more
      experienced than us*** **.**





We
      face
      competition in the herbicide and pesticide industry. Although we view ourselves
      in a favorable position vis-à-vis our competition, some of the other herbicide
      and pesticide producing companies that sell into our markets may be more
      successful than us and/or have more experience and money that we do. This
      additional experience and money may enable our competitors to produce more
      effective herbicides and/or pesticides and be sell their product with more
      success than we are able to, which would decrease our sales.





***Our
      business is largely subject to the uncertain legal environment in China and
      your
      legal protection could be limited.***





The
      Chinese legal system is a civil law system based on written statutes. Unlike
      common law systems, it is a system in which precedents set in earlier legal
      cases are not generally used. The overall effect of legislation enacted over
      the
      past 20 years has been to enhance the protections afforded to foreign invested
      enterprises in China. However, these laws, regulations and legal requirements
      are relatively recent and are evolving rapidly, and their interpretation and
      enforcement involve uncertainties. These uncertainties could limit the legal
      protections available to foreign investors, such as the right of foreign
      invested enterprises to hold licenses and permits such as requisite business
      licenses. In addition, some of our executive officers and our directors may
      be
      residents of China and not of the United States, and substantially all the
      assets of these persons are located outside the U.S. As a result, it could
      be
      difficult for investors to affect service of process in the United States,
      or to
      enforce a judgment obtained in the United States against us or any of these
      persons.





**ITEM
      1B - UNRESOLVED STAFF COMMENTS**





This
      Item
      is not applicable to us as we are not an accelerated filer, a large accelerated
      filer, or a well-seasoned issuer; however, we have not received written comments
      from the Commission staff regarding our periodic or current reports under the
      Securities Exchange Act of 1934 within the last 180 days before the end of
      our
      last fiscal year.





**ITEM
      2 - PROPERT** **IES**





Our
      executive offices in the United States are not yet open. Currently our
      operations are conducted out of the offices of our manufacturing facility owned
      by Runze, our subsidiary, located in the city of ZhuangHe, LiaoNing Province,
      China. The manufacturing facility is approximately 128,291 square feet, with
      2,000 square feet being used for our executive offices. We own this facility
      and
      therefore do not make any rent payments on this facility. Due to the lack of
      certain environmental permits and the manufacturing standards of our only
      customer, Jilin Ruiye Pesticide Co., a third-party located in China, we did
      not
      utilize our manufacturing facility to produce any of our products. Instead,
      we
      manufactured  all the


11




Acetochlor
      we produced at the manufacturing plant of DRC, a related third-party. We hope
      to
      obtain the appropriate environmental permits during fiscal year 2007.
      Additionally, according to Jilin Ruiye Pesticide Co., our manufacturing facility
      lacks the quality control procedures that they require for the production of
      the
      products they sell. In the future we hope to improve the conditions at our
      manufacturing plant in order to begin producing Acetochlor at the facility.





**ITEM
      3 - LEGAL PROCEEDINGS**





We
      are
      not a party to or otherwise involved in any legal proceedings.





**ITEM
      4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





No
      matters were submitted to a vote of the security holders during the three month
      period ended September 30, 2006.








12





**PART
      II**





**ITEM
      5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
      ISSUER PURCHASES OF EQUITY SECURITIES**





During
      the quarter ended March 31, 2005, a market maker filed an application to list
      our securities on the OTC Bulletin Board of the National Association of
      Securities Dealers, Inc. On October 10, 2005, we were informed by the NASD
      that our common stock was approved by the NASD for trading on the OTC Bulletin
      Board  Our trading symbol is MGBD. Following the DHC merger transaction and
      our name change our trading symbol changed to CHAS. Our common stock has traded
      very minimal amounts since we were listed on the OTC Bulletin Board and there
      is
      no assurance that there will be liquidity in the common stock.





The
      following table sets forth the high and low bid information for each quarter
      within the two most recent fiscal years, as provided by the NASDAQ Stock
      Markets, Inc. The information reflects prices between dealers, and does not
      include retail markup, markdown, or commission, and may not represent actual
      transactions.




**Fiscal
              Year Ended**
            
            
            
            **Bid
                Prices****September
                30,**
            
            **Period**
            
            **High**
            
            **Low**2004
            
            First
                Quarter
            
            N/A
            
            N/ASecond
                Quarter
            
            N/A
            
            N/AThird
                Quarter
            
            N/A
            
            N/AFourth
                Quarter
            
            N/A
            
            N/A2005
            
            First
                Quarter
            
            N/A
            
            N/ASecond
                Quarter
            
            N/A
            
            N/AThird
                Quarter
            
            N/A
            
            N/AFourth
                Quarter
            
            $
                -
            
            $
                -2006
            
            First
                Quarter
            
            N/A
            
            N/ASecond
                Quarter
            
            N/A
            
            N/AThird
                Quarter
            
            $2.30
            
            $0.50Fourth
                Quarter
            
            $1.75
            
            $1.052007
            
            First
                Quarter
            
            $1.40
            
            $1.10Second
                Quarter (through January 3, 2007)
            
            $1.18
            
            $1.17




The
      Securities Enforcement and Penny Stock Reform Act of 1990 requires additional
      disclosure relating to the market for penny stocks in connection with trades
      in
      any stock defined as a penny stock. The Commission has adopted regulations
      that
      generally define a penny stock to be any equity security that has a market
      price
      of less than $5.00 per share, subject to a few exceptions which we do not meet.
      Unless an exception is available, the regulations require the delivery, prior
      to
      any transaction involving a penny stock, of a disclosure schedule explaining
      the
      penny stock market and the risks associated therewith.





13








There
      are
      currently no outstanding o ptions
      or
      warrants to purchase, or securities convertible into, shares of our common
      stock. The warrants and stock options that were previously issued by us were
      cancelled pursuant to the terms of the DHC transaction.





The
      number of holders of record of shares of our common stock is one hundred twenty
      three (123).





There
      have been no cash dividends declared on our common stock. Dividends are declared
      at the sole discretion of our Board of Directors.





As
      noted
      above, our directors and shareholders had approved the 2001 Plan and the 2004
      Plan but both these Plans were cancelled pursuant to the terms of the DHC merger
      agreement.





**ITEM
      6 - SELECTED FINANCIAL DATA**




**China
                  Agro Sciences Corp. (1)**
              
              For
                  the Years Ended September 30,2006
              
              2005
              
              2004
              
              2003
              
              2002Statement
                  of Operations Data:Total
                  revenues
              
              $
              12,749,788
              
              
              -
              
              
              n/a
              
              
              n/a
              
              
              n/aNet
                  income (loss)
              
              
              2,202,804
              
              
              (287,204
              )
              
              n/a
              
              
              n/a
              
              
              n/aBalance
                  Sheet Data:Current
                  assets
              
              $
              2,537,925
              
              
              252,708
              
              
              n/a
              
              
              n/a
              
              
              n/aTotal
                  assets
              
              
              8,158,628
              
              
              6,014,573
              
              
              n/a
              
              
              n/a
              
              
              n/aCurrent
                  liabilities
              
              
              2,509,855
              
              
              2,504,078
              
              
              n/a
              
              
              n/a
              
              
              n/aTotal
                  liabilities
              
              
              2,509,855
              
              
              2,815,144
              
              
              n/a
              
              
              n/a
              
              
              n/aTotal
                  stockholders’ equity (deficit)
              
              
              5,648,773
              
              
              3,199,429
              
              
              n/a
              
              
              n/a
              
              
              n/aTotal
                  dividends per common share
              
              
              -
                  0 -
              
              
              -
                  0 -
              
              
              n/a
              
              
              n/a
              
              
              n/a




(1)
            The
                selected financial data included in this Section is the financial
                data for
                Ye Shun International, which, with its subsidiary, Runze, contains
                all the
                operations of the merged company, Dalian Holding Corp. (now China
                Agro
                Sciences Corp.).








14





**ITEM
      7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATION**





Our
      Management’s Discussion and Analysis contains not only statements that are
      historical facts, but also statements that are forward-looking (within the
      meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
      Securities Exchange Act of 1934). Forward-looking statements are, by their
      very
      nature, uncertain and risky. These risks and uncertainties include
      international, national and local general economic and market conditions;
      demographic changes; our ability to sustain, manage, or forecast growth; our
      ability to successfully make and integrate acquisitions; existing government
      regulations and changes in, or the failure to comply with, government
      regulations; adverse publicity; competition; fluctuations and difficulty in
      forecasting operating results; changes in business strategy or development
      plans; business disruptions; the ability to attract and retain qualified
      personnel; the ability to protect technology; and other risks that might be
      detailed from time to time in our filings with the Securities and Exchange
      Commission.





Although
      the forward-looking statements in this Annual Report reflect the good faith
      judgment of our management, such statements can only be based on facts and
      factors currently known by them. Consequently, and because forward-looking
      statements are inherently subject to risks and uncertainties, the actual results
      and outcomes may differ materially from the results and outcomes discussed
      in
      the forward-looking statements. You are urged to carefully review and consider
      the various disclosures made by us in this report and in our other reports
      as we
      attempt to advise interested parties of the risks and factors that may affect
      our business, financial condition, and results of operations and
      prospects.





*Summary
      Overview*





After
      the
      merger transaction between our subsidiary, Dalian Acquisition Corp. (“Dalian”),
      and Dalian Holding Corp. (“DHC”), all of our operations are conducted through
      our subsidiary, DHC, which conducts all of its operations through its
      subsidiary, Ye Shun, and its wholly-owned subsidiary, Runze. Therefore, since
      our relevant operations post merger are conducted through Ye Shun and Runze
      the
      discussion herein relates to the operations of those two entities.





Ye
      Shun
      is a Hong Kong registered enterprise that has its ownership in Runze as its
      primary asset. Runze is a state-appointed pesticide manufacturer in China.
      Through Runze, we specialize in the manufacturing of various pesticides and
      herbicides, particularly the herbicide Acetochlor. During the fiscal year ended
      September 30, 2006, we only sold one product, Acetochlor, and we sold all our
      Acetochlor to one customer, Jilin Ruiye Pesticide Co. Additionally, all the
      Acetochlor we manufactured was at the manufacturing facilities of Dalian Raiser
      Chemurgy Co., Ltd. (“DRC”), a related-party where our sole officer and Director
      is the President and Chairman of the Board. Although we plan to obtain the
      necessary environmental permits and improve the quality control procedures
      at
      our manufacturing facility during fiscal year 2007, we currently anticipate
      manufacturing the majority of our product(s) at DRC’s production facility during
      fiscal year 2007.





**Results
      of Operations**




Introduction







During
      the year ended September 30, 2005, our primary business consisted of investing
      in companies in industries that we considered to be in growth industries. In
      August 2002, we acquired 25% of Runze’s outstanding common stock, and then
      acquired the remaining 75% in November 2005. Therefore, since our ownership
      in
      Runze was only 25% as of September 30, 2005, Runze’s financial information was
      not consolidated with our financial statements for this period. However, our
      financial statements for the year ended September 30, 2006 are consolidated
      with
      Runze’s since we acquired the remaining 75% of Runze’s common stock in November
      2005. After our acquisition of the remaining 75% of Runze’s common stock our
      operations consisted of Runze’s operations, which consist of the in the
      manufacturing, production, sales, and distribution of various herbicides and
      pesticides. During the year ended September 30, 2006 sales of these products
      generated $12,749,788, all to one customer, Jilin Ruiye Pesticide Co., located
      in China.





15




**Year
      ended September 30, 2006 compared to year ended September 30,
      2005**




**Revenues,
      Expenses and Loss from Operations**




We
      had
      revenue of $12,749,788for the year ended September 30, 2006 compared to no
      revenue for the year ended September 30, 2005. Our general and administrative
      expenses, and net loss for the years ended September 30, 2006 and September
      30,
      2005, respectively, are as follows:





September
                30, 2006
            
            September
                30, 2005
            
            Percentage
                ChangeRevenue
            
            $
            12,749,788
            
            
            -
            
            
            N/ACost
                of Sales
            
            
            10,187,089
            
            
            -
            
            
            N/AGeneral
                and Administrative Expenses
            
            
            1,015,634
            
            
            287,204
            
            
            218
            %Government
                Grant
            
            
            (655,739
            )
            
            -
            
            
            N/ANet
                Income (Loss)
            
            $
            2,202,804
            
            
            (287,204
            )
            
            N/A





Revenues
      and Income (Loss) from Operations




Our
      revenues went from $0 for the year ended September 30, 2005 to $12,749,788
      for
      the year ended September 30, 2006. As noted above, this significant increase
      in
      revenue was due to our acquisition of Runze and the subsequent sale of Runze’s
      herbicide and pesticide products to one customer, Jilin Ruiye Pesticide Co.,
      located in China. All of our $12,749,788 in revenue was derived from sales
      by
      Runze of Acetochlor, an herbicide. In addition to the revenue generated from
      our
      sales of Acetochlor we also received a government grant in the amount of
      $655,738. This grant was given to us by the local government where we are
      located under a small business program for the purpose of developing our
      manufacturing plant and for research and development.





Our
      cost
      of sales for the year ended September 30, 2006, totaled $10,187,089, compared
      to
      $0 for the year ended September 30, 2006. The cost of sales for the year ended
      September 30, 2006, consisted primarily of costs associated with the acquisition
      of raw materials. Included in cost of sales was also the money we paid to DRC
      for the use of their manufacturing facilities to manufacture our products.
      Under
      our agreement with DRC we paid DRC $100 per one ton of product we produced
      at
      their facility. This total cost was approximately $524,000 for the twelve months
      ended September 30, 2006. We believe these costs would be significantly higher
      if we were forced to use an unrelated third party manufacturing facility to
      manufacture our products, likely $1.5 million to $2 million higher based on
      the
      amount of product we manufactured in the twelve months ended September 30,
      2006.





Our
      general and administrative expenses of $1,015,634 for the year ended September
      30, 2006 consisted primarily of $291,250 in costs of going public, $175,000
      in
      property leases, $179,211 in depreciation expenses, $33,828 in salaries, and
      $20,322 in property taxes. This is compared to $287,204 for the year ended
      September 30, 2005, which consisted primarily of property leases and salaries.





16




Net
      Income (Loss)




Our
      net
      income (loss) for the year ended September 30, 2006, was $2,202,804, compared
      to
      ($287,204) for the year ended September 30, 2005. As noted above, this
      significant change in net income (loss) is due to our acquisition of Runze,
      and
      the revenue generated by Runze’s subsequent sale of its herbicide, Acetochlor.
      For the year ended September 30, 2005, our net income (loss) consisted entirely
      of our general and administrative expenses.





**Liquidity
      and Capital Resources**





Introduction




During
      the year ended September 30, 2006 we generated positive operating cash flows,
      but did not do so for the year ended September 30, 2005. Cash totaled $103,817
      and $77,250 at September 30, 2006 and 2005, respectively.





Our
      cash,
      current assets, total assets, current liabilities, and total liabilities as
      of
      September 30, 2006 and 2005 ,
      respectively, are as follows:





September
                30, 2006
            
            September
                30, 2005
            
            ChangeCash
            
            $
            103,817
            
            
            77,250
            
            
            26,567Total
                Current Assets
            
            
            2,537,925
            
            
            252,708
            
            
            2,285,217Total
                Assets
            
            
            8,158,628
            
            
            6,014,573
            
            
            2,423,964Total
                Current Liabilities
            
            
            2,509,855
            
            
            2,504,078
            
            
            5,777Total
                Liabilities
            
            $
            2,509,855
            
            
            2,815,144
            
            
            305,289





Sources
      and Uses of Cash





*Operations*




Our
      net
      cash provided by (used in) operating activities for the year ended September
      30,
      2006 totaled $1,091,471, compared to $654,263 for the same period one year
      ago.
      We anticipate that both our cash generated from operations and used for
      operations will continue to increase as the operations from Runze continue
      to
      increase. Until that time we believe this figure will be fairly indicative
      our
      cash generation and cash used for operations in a year period.





*Investments*




Our
      investing activities for the year ended September 30, 2006 consisted of the
      acquisition of property and equipment in the amount of ($317,958). During the
      year ended September 30, 2005, we had investing activities, also related to
      the
      acquisition of property and equipment, totaling ($632,826).





*Financing*





17





During
      the year ended September 30, 2006, our financing activities totaled
      $997,083, consisting of $311,066 in a grant given in lieu of repayment of a
      prior year loan from the local government and 686,017 in loans from an
      affiliated company. For the year ended September 30, 2005, our financing
      activities totaled $17,310, consisting of ($363,000) related to a short term
      bank loan, $311,066 related to a loan from a local government agency in China,
      and $69,244 from a loan from an affiliate company.





**Critical
      Accounting Policies**





The
      preparation of our financial statements in conformity with accounting principles
      generally accepted in the United States of America requires our management
      to
      make certain estimates and assumptions that affect the reported amounts of
      assets and liabilities and disclosure of contingent assets and liabilities
      at
      the date of the financial statements and the reported amounts of revenues and
      expenses during the reporting period. As such, in accordance with the use of
      accounting principles generally accepted in the United States of America, our
      actual realized results may differ from management’s initial estimates as
      reported. A summary of our significant accounting policies are located in the
      notes to the financial statements which are an integral component of this
      filing.





**Off-balance
      Sheet Arrangements**





We
      have
      no off-balance sheet arrangements that are reasonably likely to have a current
      or future effect on our financial condition, changes in financial condition,
      revenues or expenses, results of operations, liquidity, capital expenditures
      or
      capital resources that is deemed by our management to be material to
      investors.





**Contractual
      Obligations**





Payments
                    due by period (in U.S. Dollars)Obligations
                
                Total
                
                1
                    Year
                
                1-3
                    Years
                
                3-5
                    Years
                
                5
                    YearsLong-Term
                    Debt Obligations
                
                
                -0-
                
                
                -0-
                
                
                -0-
                
                
                -0-
                
                
                -0-Capital
                    Lease Obligations
                
                
                -0-
                
                
                -0-
                
                
                -0-
                
                
                -0-
                
                
                -0-Operating
                    Lease Obligations
                
                
                -0-
                
                
                -0-
                
                
                -0-
                
                
                -0-
                
                
                -0-Purchase
                    Obligations
                
                
                -0-
                
                
                -0-
                
                
                -0-
                
                
                -0-
                
                
                -0-Other
                    Long-Term Liabilities
                
                
                -0-
                
                
                -0-
                
                
                -0-
                
                
                -0-
                
                
                -0-Total
                    Contractual Obligations
                
                
                -0-
                
                
                -0-
                
                
                -0-
                
                
                -0-
                
                
                -0-


**ITEM
      7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK**





Our
      primary operations are located in China. As a result we are exposed to gains
      and
      losses resulting from fluctuations in foreign currency exchange rates relating
      to certain sales and product purchases. We are also exposed to foreign currency
      gains and losses resulting from domestic transactions that are not denominated
      in U.S. dollars, and to fluctuations in interest rates related to our variable
      rate debt. Furthermore, we are exposed to gains and losses resulting from the
      effect that fluctuations in foreign currency exchange rates have on the reported
      results in our consolidated financial statements due to the translation of
      the
      operating results and financial position.





Our
      primary financial instruments are cash in banks and money market instruments.
      We
      do not believe that these instruments are subject to material potential
      near-term losses in future earnings from reasonably possible near-term changes
      in market rates or prices. We do not have derivative financial instruments
      for
      speculative or trading purposes.





18





ITEM
      8 -
      FINANCIAL STATEMENTSAND
      SUPPLEMENTARY DATA





Index
                to Financial StatementsReport
                of Independent Certified Public AccountantsConsolidated
                Balance Sheet as of September 30, 2006
            F-1Consolidated
                Statement of Operations for the years ended September 30, 2006 and
                2005
            F-2Statement
                of Changes in Stockholders’ Equity
            F-3Consolidated
                Statements of Cash Flows for the years ended September 30, 2006 and
                2005
            F-4Notes
                to Financial Statements
            F-5



















**ITEM
      9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE**





There
      have been no events required to be reported by this Item 9.





**ITEM
      9A - CONTROLS AND PROCEDURES**





The
      Company’s Chief Executive Officer and Chief Financial Officer (or those persons
      performing similar functions), after evaluating the effectiveness of the
      Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and
      15d-15(e) under the Securities Exchange Act of 1934, as amended) as of a date
      within 90 days of the filing of this annual report (the “Evaluation Date”), have
      concluded that, as of the Evaluation Date, the Company’s disclosure controls and
      procedures were effective to ensure the timely collection, evaluation and
      disclosure of information relating to the Company that would potentially be
      subject to disclosure under the Securities Exchange Act of 1934, as amended,
      and
      the rules and regulations promulgated thereunder. There were no significant
      changes in the Company’s internal controls or in other factors that could
      significantly affect the internal controls subsequent to the Evaluation
      Date.





**ITEM
      9B - OTHER INFORMATION**





All
      information required to be filed on a Form 8-K during the three months ended
      September 30, 2006 was filed with the Commission on a Form 8-K.











19





**PART
      III**





**ITEM
      10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNACE**





The
      following table sets forth the names and ages of the current directors and
      executive officers of the Company, the principal offices and positions with
      the
      Company held by each person and the date such person became a director or
      executive officer of the Company. The executive officers of the Company are
      elected annually by the Board of Directors. The directors serve one-year terms
      until their successors are elected. The executive officers serve terms of one
      year or until their death, resignation or removal by the Board of Directors.
      Unless described below, there are no family relationships among any of the
      directors and officers.





***Name***
            
            Age
            
            Position(s)Zhengquan
                Wang
            
            63
            
            Chief
                Executive Officer, Chief Financial Officer, Secretary, and Director
                (2006)





**Zhengquan
      Wang** was
      born
      on July 18, 1942. Mr. Wang is currently a professor emeritus at the Shenyang
      Agricultural University. From 1993 through 2002, he served as chairman of the
      board of Dalian Ruize Pesticides, Inc. From 2002 to the present, he has been
      serving as the president and chairman of Dalian Runze Chemurgy Co., Ltd.
      (“DRC”). His duties include overseeing day to day operations along with being
      the chief research architect of new products. At Dalian University, he
      specialized in the research of chemical and dye material production. His
      research has lead to the development of products and production processes that
      have been nationally recognized as new technical products. He has also been
      recognized by the Liaoning province for “Outstanding New Product” awards, the
      office of Liaoning province of Petrochemicals, and by other scientific and
      technology profession journals and publications. Mr. Wang currently acts as
      senior level engineering advisor to the Dalian Municipal People’s Congress, the
      Liaoning Provincial Party Committee, and other provincial government expert
      advisory boards. He serves also on the board of the China Institute of
      Pesticides, the China Industrial Chemicals Association, and the China Pesticide
      Professionals Committee.





Board
      Meetings and Committees





During
      the fiscal years ended December 31, 2005 and 2004, the Board of Directors did
      not meet, but did take action by unanimous written consent on several
      occasions.





Audit
      Committee





We
      do not
      currently have an audit committee financial expert.





Compliance
      with Section 16(a) of the Securities Exchange Act of 1934





Section
      16(a) of the Securities Exchange Act of 1934 requires the Company’s directors
      and executive officers and persons who own more than ten percent of a registered
      class of the Company’s equity securities to file with the SEC initial reports of
      ownership and reports of changes in ownership of Common Stock and other equity
      securities of the Company. Officers, directors and greater than ten percent
      shareholders are required by SEC regulations to furnish the Company with copies
      of all Section 16(a) forms they file.





20





To
      the
      Company’s knowledge, none of the required parties are delinquent in their 16(a)
      filings.





Code
      of Ethics





We
      have
      not adopted a written code of ethics, primarily because we believe and
      understand that our officers and directors adhere to and follow ethical
      standards without the necessity of a written policy.





**ITEM
      11 - EXECUTIVE COMPENSATION**





None
      of
      our employees are subject to a written employment agreement. Our president
      elected to forego a salary during the early developmental stages, and also
      provided office space. We estimate the value of these services to be $6,000
      for
      each year for the years ended December 31, 2005 and 2004. As of December 31,
      2005 we did not have any amounts owed to our president as he elected to forgive
      any outstanding amounts he was owed and to forego a salary until further
      notice.





On
      May
      15, 2001, our directors and shareholders approved the M-GAB, Inc. 2001 Stock
      Option Plan, effective June 1, 2001. The plan offers selected employees,
      directors, and consultants an opportunity to acquire our common stock, and
      serves to encourage such persons to remain employed by us and to attract new
      employees. The plan allows for the award of stock and options, up to 600,000
      shares of our common stock. In November 2003, we agreed to issue options to
      acquire 600,000 shares under the Plan to our two independent directors; however,
      in accordance with the rules governing business development companies, these
      options could not be issued until approved by the Commission. We previously
      filed an Application For an Order Pursuant to Section 61(a)(3)(B) of The
      Investment Company Act of 1940 to Permit the Issuance of Stock Options to
      Non-Interested Directors. With our decision to terminate our status as a
      business development company we withdrew this application.





The
      Summary Compensation Table shows certain compensation information for services
      rendered in all capacities for the fiscal years ended September 30, 2006, 2005
      and 2004. Other than as set forth herein, no executive officer’s salary and
      bonus exceeded $100,000 in any of the applicable years. The following
      information includes the dollar value of base salaries, bonus awards, the number
      of stock options granted and certain other compensation, if any, whether paid
      or
      deferred.




**Annual
                  Compensation**
              
              **Long
                  Term Compensation****Awards**
              
              **Payouts****Name
                  and**
                **Principal
                  Position**
              
              **Year**
              
              **Salary**
                **($)**
              
              **Bonus**
                **($)**
              
              **Other
                  Annual**
                **Compensation**
                **($)**
              
              **Restricted
                  Stock**
                **Awards**
                **($)**
              
              **Securities
                  Underlying Options SARs**
                **(#)**
              
              **LTIP
                  Payouts**
                **($)**
              
              **All
                  Other**
                **Compensation**
                **($)**Zhengquan
                  Wang
              
              
              2006
              
              
              -0-
              
              
              -0-
              
              $
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-Chief
                  Executive Officer, Chief Financial Officer, Secretary, and
                  DirectorJohn
                  C. Leo
              
              
              2006
              
              
              -0-
              
              
              -0-
              
              $
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-Ex-Secretary,
                  Ex- DirectorCarl
                  M. Berg
              
              
              2006
              
              
              -0-
              
              
              -0-
              
              $
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-Ex-Chairman,
                  Ex-President, Ex-Secretary, Ex-Treasurer
              
              
              2005
              
              
              -0-
              
              
              -0-
              
              $
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-2004
              
              
              -0-
              
              
              -0-
              
              $
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-Kevin
                  J. Gadawski
              
              
              2006
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-Ex-Director
              
              
              2005
              
              
              -0-
              
              
              -0-
              
              $
              5,000
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-2004
              
              
              -0-
              
              
              -0-
              
              $
              5,000
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-
    21
   Mark
                  Stewart
              
              
              2006
              
              
              -0-
              
              
              -0-
              
              $
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-Ex-Director
              
              
              2005
              
              
              -0-
              
              
              -0-
              
              $
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-2004
              
              
              -0-
              
              
              -0-
              
              $
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-







**OPTION/SAR
                GRANTS IN LAST FISCAL YEAR**
              **(Individual
                Grants)****Name**
            **Number
                of Securities**
              **Underlying**
              **Options/SARs
                Granted**
              **(#)**
            **Percent
                of Total**
              **Options/SARs
                Granted**
              **to
                Employees In Fiscal**
              **Year**
            **Exercise
                or Base Price**
              **($/Sh)**
            **Expiration
                Date**Zhengquan
                Wang
            -0-
            N/A
            N/A
            N/AJohn
                C. Leo
            -0-
            N/A
            N/A
            N/A











**AGGREGATED
                OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR**
              **AND
                FY-END OPTION/SAR VALUES****Name**
            **Shares
                Acquired On**
              **Exercise**
              **(#)**
            **Value
                Realized**
              **($)**
            **Number
                of Unexercised**
              **Securities
                Underlying**
              **Options/SARs
                at FY-End**
              **(#)**
              **Exercisable/Unexercisable**
            **Value
                of Unexercised**
              **In-The-Money**
              **Option/SARs**
              **at
                FY-End**
              **($)**
              **Exercisable/Unexercisable**Zhengquan
                Wang
            N/A
            N/A
            N/A
            N/AJohn
                C. Leo
            N/A
            N/A
            N/A
            N/A





**Compensation
      of Directors**





In
      November 2003, we agreed to issue to each of Mr. Gadawski and Mr. Stewart
      options to acquire 300,000 shares of our common stock for serving as directors
      of the Corporation. Each of Mr. Gadawski and Mr. Stewart agreed to terminate
      any
      rights they had to these options effective at the time of the
      Merger.





In
      addition, we agreed to pay Mr. Gadawski $1,250 per quarter for additional
      consulting services. This agreement terminated effective at the time of the
      Merger.





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





The
      following table sets forth, as of January 8, 2007, certain information with
      respect to the Company’s equity securities owned of record or beneficially by
      (i) each Officer and Director of the Company;
      (ii) each person who owns beneficially more than 10% of each class of the
      Company’s outstanding equity securities; and (iii) all Directors and Executive
      Officers as a group.





22





Common
                  StockTitle
                  of Class
              Name
                  and Address
                of
                  Beneficial Owner
              Amount
                  and Nature of
                Beneficial
                  Ownership
              Percent
                of
                  Class (1)Common
                  Stock
              Zhengquan
                  Wang (2)(3)
              16,000,000
                  (4)
              80.0%
                  (4)Common
                  Stock
              All
                  Directors and Officers
                As
                  a Group (2 persons)
              16,000,000
                  (4)
              80.0%
                  (4)


(1)
            Unless
                otherwise indicated, based on 20,000,000 shares of common stock issued
                and
                outstanding following the Merger. Shares of common stock subject
                to
                options or warrants currently exercisable, or exercisable within
                60 days,
                are deemed outstanding for purposes of computing the percentage of
                the
                person holding such options or warrants, but are not deemed outstanding
                for the purposes of computing the percentage of any other
                person.





(2)
            Indicates
                one of our officers or directors.





(3)
            Unless
                indicated otherwise, the address of the shareholder is 101 Xinanyao
                Street, Jinzhou District, Dalian, Liaoning Province, PRC
                116100.





(4)
            Includes
                3,000,000 shares held by Xiufen Bi, 3,000,000 shares held by Qiming
                Wang,
                2,000,000 shares held by Yinghua Wang, and 2,000,000 shares held
                by Feng
                Yang, Mr. Wang’s spouse, son, daughter, and son-in-law,
                respectively.





The
      issuer is not aware of any person who owns of record, or is known to own
      beneficially, five percent or more of the outstanding securities of any class
      of
      the issuer, other than as set forth above. There are no classes of stock other
      than common stock issued or outstanding. Other than as set forth herein, there
      are no options, warrants, or other rights to acquire common stock
      outstanding.





There
      are
      no current arrangements which will result in a change in control.





**ITEM
      13 - CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS** **AND DIRECTOR INDEPENDENCE**





On
      April
      20, 2001, our founder, Carl M. Berg, purchased 2,550,000 shares of common stock
      for $255.00. On April 20, 2001, Sadie, LLC, an entity wholly-owned and
      controlled by Mr. Berg, purchased 3,000,000 shares of common stock for $300.00.
      Also on April 20, 2001, Brian A. Lebrecht, our legal counsel, purchased 450,000
      shares of common stock for $45.00. The total purchase price from these
      transactions was $600.00.




Our
      former President, Mr. Berg, elected to forego a salary during our early
      development stages. He also provided office space for us. We estimated the
      value
      of these services to be $6,000 per year for the twelve months ended December
      31,
      2004 and 2003. As of December 31, 2004, we did not have any amounts owed to
      Mr.
      Berg as he agreed to forgive all amounts we owed to him. In addition, one of
      our
      ex-directors, Mr. Gadawski, provided consulting services to us. The services
      of
      Mr. Berg and Mr. Gadawski ended at the time of the Merger.





23








In
      November 2003, we agreed to issue to each of Mr. Gadawski and Mr. Stewart
      options to acquire 300,000 shares of our common stock for serving as directors
      of the Corporation. Each of Mr. Gadawski and Mr. Stewart agreed to terminate
      any
      rights they had to these options effective at the time of the
      Merger.





On
      May 1,
      2006, pursuant to the DHC merger transaction discussed herein, we issued an
      aggregate of 13,449,488 shares of common stock of our common stock to the
      shareholders of DHC, all restricted in accordance with Rule 144.





We
      have
      an agreement with Dalian Raiser Chemurgy Co., Ltd. (“DRC”), a related-party
      where our sole officer and Director is the President and Chairman of the Board.
      We manufactured all of our products at DRC’s manufacturing facility during
      fiscal year 2007. Under our agreement with DRC, we paid DRC $100 per one ton
      of
      product we produced at their facility. This total cost was approximately
      $524,000 for the twelve months ended September 30, 2006. We believe these costs
      would be significantly higher if we were forced to use an unrelated third party
      manufacturing facility to manufacture our products, likely $1.5 million to
      $2
      million higher based on the amount of product we manufactured in the twelve
      months ended September 30, 2006.





**ITEM
      14 - PRINCIPAL ACCOUNTING FEES AND SERVIC** **ES**





**Audit
      Fees**





During
      the fiscal year ended September 30, 2006, our current independent auditor,
      Paritz & Company, P.A. billed us $25,000 in fees for professional services
      for the audit of our annual financial statements and review of financial
      statements included in our Forms 10-K and 10-Q. Prior to our change in fiscal
      year to September 30, for the fiscal years ended December 31, 2005 and 2004,
      our
      former auditors, Ramirez International, billed us $19,000 and $18,860,
      respectively, in fees for professional services for the audit of our annual
      financial statements and review of financial statements included in our Forms
      10-K and 10-Q.





**Audit
      - Related Fees**





During
      the fiscal year ended September 30, 2006, our current independent auditor,
      Paritz & Company, P.A. billed us $25,000 in fees for assurance and related services related to the performance of the audit and
      review of the Company’s financial statements .
      Prior
      to our change in fiscal year to September 30, for the fiscal years ended
      December 31, 2005 and 2004, our former auditors, Ramirez International, billed
      us $19,000 and $18,860, respectively, in fees for assurance and related services related to the performance of the audit and
      review of the Company’s financial statements .





**Tax
      Fees**





During
      the fiscal year ended September 30, 2006, our current independent auditor,
      Paritz & Company, P.A. billed us $0 in fees for professional services for tax planning and preparation .
      Prior
      to our change in fiscal year to September 30, for the fiscal years ended
      December 31, 2005 and 2004, our former auditors, Ramirez International, billed
      us $1,020 and $800, respectively, in fees for professional services for tax planning and preparation .










24


All
      Other Fees




During
      the fiscal year ended September 30, 2006, our current independent auditor,
      Paritz & Company, P.A. billed us $0 for other fees. Prior
      to
      our change in fiscal year to September 30, for the fiscal years ended December
      31, 2005 and 2004, our former auditors, Ramirez International, did
      not
      bill us for any other fees.





Of
      the
      fees described above for the fiscal year ended September 30, 2006, 100% were
      approved by our Board of Directors. Of the fees described above for the fiscal
      year ended December 31, 2005, 100% were approved by the by the Audit Committee
      of the Board of Directors of the Company. Of the fees described above for the
      fiscal year ended December 31, 2004, 100% were either approved in advance by
      the
      Audit Committee if it was in existence at the time of approval, or subsequently
      ratified by the Audit Committee.





25








**PART
      IV**





**ITEM
      15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES**





**(a)(1)**  **Financial
      Statements**




The
      following financial statements are filed as part of this report:





Report
                of Independent Certified Public AccountantsConsolidated
                Balance Sheet as of September 30, 2006 and 2005
            F-1Consolidated
                Statement of Operations for the years ended September 30, 2006 and
                2005
            F-2Statement
                of Changes in Stockholders’ Equity
            F-3Consolidated
                Statements of Cash Flows for the years ended September 30, 2006 and
                2005
            F-4Notes
                to Financial Statements
            F-5





**(a)(2)**  **Financial
      Statement Schedules**





We
      do not
      have any financial statement schedules required to be supplied under this
      Item.





**(a)(3)**  **Exhibits**





Refer
      to
      (b) below.





**(b)**  **Exhibits**





3.1
                (1)
            
            Articles
                of Incorporation of China Agro Sciences Corp.3.2
                (1)
            
            Bylaws
                of China Agro Sciences Corp.3.3
                (2)
            
            Articles
                of Amendment to Articles of Incorporation Changing Name to China
                Agro
                Sciences Corp.3.4
                (2)
            
            Articles
                of Merger Merging DaLian Acquisition Corp. into China Agro Sciences
                Corp.10.1
                (3)
            
            Agreement
                and Plan of Merger dated March 15, 200610.2
                (2)
            
            Extension
                of Closing Date





26








10.3
                (2)
            
            Agreement
                to Terminate Warrants dated April 28, 2006 by and between Clark Johnson
                and M-GAB Development Corporation10.4
                (2)
            
            Agreement
                to Terminate Warrants dated April 28, 2006 by and between AMRES Holding,
                LLC and M-GAB Development Corporation10.5
                (2)
            
            Agreement
                to Terminate Options dated April 28, 2006 by and between Kevin Gadawski
                and M-GAB Development Corporation10.6
                (2)
            
            Agreement
                to Terminate Options dated April 28, 2006 by and between Mark Stewart
                and
                M-GAB Development Corporation10.7
                (2)
            
            Form
                N-54C31.1
            
            Rule
                13a-14(a)/15d-14(a) Certification of Chief Executive
                Officer31.2
            
            Rule
                13a-14(a)/15d-14(a) Certification of Chief Financial
                Officer32.1
            
            Chief
                Executive Officer Certification Pursuant to 18 USC, Section 1350,
                as
                Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.32.2
            
            Chief
                Financial Officer Certification Pursuant to 18 USC, Section 1350,
                as
                Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.





(1)  Incorporated
      by reference from our Pre-Effective Registration Statement on Form SB-2 dated
      and filed with the Commission on August 31, 2001.





(2)  Incorporated
      by reference from our Current Report on Form 8-K dated May 1, 2006 and filed
      with the Commission on May 5, 2006.





(3)  Incorporated
      by reference from our Current Report on Form 8-K dated April 1, 2005 and filed
      with the Commission on April 4, 2005.




27





**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





**China
                    Agro Sciences Corp.**Date: January
                  23, 2007
                By:
                /s/ Zhengquan
                  WangBy:Zhengquan
                    WangIts:President,
                    Director,
                  Chief
                    Executive Officer,
                  Chief
                    Financial
                    Officer







28




***Paritz
          & Company, P.A.***
  
 **CHINA
                      AGRO SCIENCES CORP.**
                    
                    *CONSOLIDATED
                      FINANCIAL STATEMENTS*
                    *WITH*
                    *REPORT
                      OF INDEPENDENT REGISTERED ACCOUNTING FIRM*
                    
                    *YEARS
                      ENDED SEPTEMBER 30, 2006 AND 2005*
 
 
  
 
 
 
 
 
 
 **Paritz
                    & Company, P.A.**
                15
                    Warren Street, Suite 25
                  Hackensack,
                    New Jersey 07601
                  (201)342-7753
                  Fax:
                    (201) 342-7598
                  E-Mail:
                    paritz @paritz.comCertified
                    Public Accountants
 
 **REPORT
          OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 
 
 
 Board
          of
          Directors
 China
          Agro Sciences Corp.
 We
          have
          audited the accompanying consolidated balance sheet of China Agro Sciences
          Corp.
          as of September 30, 2006 and the related consolidated statements of operations,
          changes in stockholders’ equity and cash flows for the years ended September 30,
          2006 and 2005. These financial statements are the responsibility of the
          Company's management. Our responsibility is to express an opinion on these
          financial statements based on our audit.
 
 We
          conducted our audit in accordance with auditing standards of the Public
          Company
          Accounting Oversight Board (United States). Those standards require that
          we plan
          and perform the audit to obtain reasonable assurance about whether the
          financial
          statements are free of material misstatement. An audit includes examining,
          on a
          test basis, evidence supporting the amounts and disclosures in the financial
          statements. An audit also includes assessing the accounting principles
          used and
          significant estimates made by management, as well as evaluating the overall
          financial statement presentation. We believe that our audit provides a
          reasonable basis for our opinion.
 
 In
          our
          opinion, the financial statements referred to above present fairly, in
          all
          material respects, the financial position of China Agro Sciences Corp.
          as of
          September 30, 2006, and the results of its operations and its cash flows
          for the
          years ended September 30, 2006 and 2005 in conformity with accounting principles
          generally accepted in the United States of America.
 
  ***Paritz
          & Company, P.A.***
 
 
 Hackensack,
          New Jersey
 October
          30, 2006
 
  
   **CHINA
          AGRO SCIENCES CORP.**
 
 CONSOLIDATED
          BALANCE SHEET
 
 SEPTEMBER
          30, 2006
 (U.S.
          $)
  **ASSETS****CURRENT
                      ASSETS:**Cash
                  
                  $
                  103,817Accounts
                      receivable
                  
                  
                  2,013,529Inventories
                  
                  
                  399,636Other
                      current assets
                  
                  
                  20,943**TOTAL
                      CURRENT ASSETS**
                  
                  
                  **2,537,925**Property
                      and equipment, net of accumulated depreciation (Notes 2 and
                      8)
                  
                  
                  **5,620,703****TOTAL
                      ASSETS**
                  
                  **$**
                  **8,158,628****LIABILITIES
                      AND STOCKHOLDERS’ EQUITY****CURRENT
                      LIABILITIES:**Accounts
                      payable
                  
                  $
                  1,815,719Due
                      to affiliated company
                  
                  
                  694,136**TOTAL
                      CURRENT LIABILITIES**
                  
                  
                  **2,509,855****STOCKHOLDERS’
                      EQUITY**
                  
                  
                  **5,648,773****TOTAL
                      LIABILITIES AND STOCKHOLDERS’ EQUITY**
                  
                  **$**
                  **8,158,628**
   See
          notes
          to financial statements
  F-1
 
 **CHINA
          AGRO SCIENCES CORP.**
 
 CONSOLIDATED
          STATEMENTS OF OPERATIONS
 (U.S.
          $)
  **YEAR
                    ENDED SEPTEMBER 30,**
                ********
                ****
                ****
                **2006**
                ****
                ****
                **2005****SALES**
                
                **$**
                **12,749,788**
                
                **$**
                **-****COST
                    OF SALES**(Note
                    7)
                
                
                **10,187,089**
                
                
                **-****GROSS
                    PROFIT**
                
                
                **2,562,699**
                
                
                **-****COSTS
                    AND EXPENSES:**General
                    and administrative expenses
                
                
                1,015,634
                
                
                287,204Government
                    grant
                
                
                (655,739
                )
                
                -**TOTAL
                    COSTS AND EXPENSES**
                
                
                **359,895**
                
                
                **287,204****NET
                    INCOME (LOSS)**
                
                **$**
                **2,202,804**
                
                **$**
                **(287,204**
                **)****BASIC
                    AND DILUTED EARNINGS PER COMMON SHARE**
                
                **$**
                **0.11**
                
                
                **N/A****WEIGHTED
                    AVERAGE NUMBER OF COMMON****SHARES
                    OUTSTANDING**
                
                
                **20,000,000**
                
                
                **N/A**
 
 See
          notes
          to financial statements
 
  F-2
   
 
 **CHINA
          AGRO SCIENCES CORP.**
 
 STATEMENT
          OF CHANGES IN STOCKHOLDERS’ EQUITY
 (U.S.
          $)
 
 COMMON
                  STOCK
                
                
                ADDITIONAL
                  PAID-IN
                  CAPITAL
                
                
                RETAINED
                  EARNINGS
                  (DEFICIT)
                
                
                OTHER
                  COMPREHENSIVE
                  INCOME
                
                
                TOTAL**BALANCE
                    - SEPTEMBER 30, 2004**
                
                **$**
                **3,738,900**
                
                **$**
                **-**
                
                **$**
                **(271,692**
                **)**
                **$**
                **(802**
                **)**
                **$**
                **3,466,406**NET
                    LOSS
                
                
                -
                
                
                -
                
                
                (287,204
                )
                
                20,227
                
                
                (266,977
                )**BALANCE
                    - SEPTEMBER 30, 2005**
                
                
                **3,738,900**
                
                
                **-**
                
                
                **(558,896**
                **)**
                
                **19,425**
                
                
                **3,199,429**Common
                    stock, $0.001 par value,
                  100,000,000
                    shares authorized,
                  20,000,000
                    shares issued and outstanding
                
                
                20,000
                
                
                -
                
                
                -
                
                
                -
                
                
                20,000Preferred
                    stock, $0.001 par value,
                  5,000,000
                    shares authorized,
                  0
                    shares issued and outstanding
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -Effect
                    of stock splits and return of shares
                
                
                (3,738,900
                )
                
                3,738,900
                
                
                -
                
                
                -
                
                
                -Foreign
                    currency translation adjustment
                
                
                -
                
                
                -
                
                
                -
                
                
                226,540
                
                
                226,540Net
                    income
                
                
                -
                
                
                -
                
                
                2,202,804
                
                
                -
                
                
                2,202,804**BALANCE
                    - SEPTEMBER 30, 2006**
                
                **$**
                **20,000**
                
                **$**
                **3,738,900**
                
                **$**
                **1,643,908**
                
                **$**
                **245,965**
                
                **$**
                **5,648,773**
 
 See
          notes
          to financial statements
 
  F-3
   **CHINA
          AGRO SCIENCES CORP** .
 
 CONSOLIDATED
          STATEMENTS OF CASH FLOWS
 (U.S.
          $)
  **YEAR
                    ENDED SEPTEMBER 30,**
                ********
                ****
                ****
                **2006**
                ****
                ****
                **2005****OPERATING
                    ACTIVITIES:**Net
                    income (loss)
                
                $
                2,202,804
                
                $
                (287,204
                )*Adjustments
                    to reconcile net income (loss)**to
                    net cash provided by operating activities:*Depreciation
                
                
                454,948
                
                
                236,918*Changes
                    in operating assets and liabilities:*Accounts
                    receivable
                
                
                (2,013,529
                )
                
                11,397Inventories
                
                
                (274,069
                )
                
                125,830Prepaid
                    expenses
                
                
                35,560
                
                
                (9,897
                )Other
                    current assets
                
                
                (6,036
                )
                
                142,979Accounts
                    payable
                
                
                691,793
                
                
                434,240**NET
                    CASH PROVIDED BY OPERATING ACTIVITIES**
                
                
                **1,091,471**
                
                
                **654,263****INVESTING
                    ACTIVITIES:**Acquisition
                    of property and equipment
                
                
                (317,958
                )
                
                (632,826
                )**NET
                    CASH USED IN INVESTING ACTIVITIES**
                
                
                **(317,958**
                **)**
                
                **(632,826**
                **)****FINANCING
                    ACTIVITIES:**Short-term
                    bank loan
                
                
                -
                
                
                (363,000
                )Loan
                    from local government
                
                
                -
                
                
                311,066Grants
                    from local government
                
                
                (311,066
                )
                
                -Loans
                    from affiliated company
                
                
                (686,017
                )
                
                69,244**NET
                    CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES**
                
                
                **(997,083**
                **)**
                
                **17,310****EFFECT
                    OF EXCHANGE RATE ON CASH**
                
                
                **250,137**
                
                
                **20,227****INCREASE
                    IN CASH**
                
                
                **26,567**
                
                
                **58,974****CASH
                    - BEGINNING OF YEAR**
                
                
                **77,250**
                
                
                **18,276****CASH
                    - END OF YEAR**
                
                **$**
                **103,817**
                
                **$**
                **77,250****Supplemental
                    disclosures of cash flow information:***Cash
                    paid during the year for:*Interest
                
                $
                66,707
                
                $
                -*Non-cash
                    financing activities:*Sale
                    of inventory to an affiliated company in repayment of debt
                
                $
                -
                
                $
                125,393Reclassification
                    of government grant
                
                $
                311,066
                
                $
                -
 
 See
          notes
          to financial statements
 
 
 F-4
 **CHINA
          AGRO SCIENCES CORP.**
 
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
 
 SEPTEMBER
          30, 2006
 
 
 **1**  **NATURE
          OF OPERATIONS AND ACCOUNTING POLICIES**
 
 ***Merger
          transaction***
  On
          February 10, 2006, the Company entered into a letter of intent with the
          stockholders of DaLian RunZe Chemurgy Co., Ltd. (“DRC” or the “Purchasers”). The
          Purchasers agreed to pay a total of $515,000 to the Company and the Company’s
          controlling stockholders, including the Lebrecht Group, APLC (“TLG”), legal
          counsel for the Company. Upon signing the letter of intent, the Purchasers
          paid
          $300,000 as a deposit and the remaining amount was paid at the closing
          of the
          transaction. Subsequent to entering into this letter of intent, the Purchasers
          were replaced with China Agro Sciences Corp., (“China Agro”) a Florida
          corporation, and the terms of the letter of intent remained the
          same.
  On
          March
          15, 2006, the Company entered into an Agreement and Plan of Merger with
          China
          Agro whereby, at the closing, China Agro will merge with DaLian Acquisition
          Corp. (“DaLian”), a wholly-owned subsidiary of the Company formed in 2006 (the
“Merger Agreement”), The transaction closed on May 1, 2006, at which time, in
          accordance with the Merger Agreement, DaLian Holding Corp. (“DHC”) merged into
          DaLian, whereby DHC remained the surviving entity and DaLian ceased to
          exist.
          Upon this merger, the Company issued 13,449,488 shares of its common stock
          to
          the former stockholders of DHC.
  In
          addition, certain of the DHC stockholders acquired 5,500,000 shares of
          the
          Company from the then majority stockholder, director and sole officer and
          his
          holding company. Following the closing, the DHC stockholders owned 18,949,488
          shares of the Company’s common stock, or 94.7% of the Company’s outstanding
          20,000,000 shares. As a result of the DHC transaction, the Company terminated
          their status as a business development company and, through DHC, became
          a
          development stage company specializing the sale and distribution of pesticides
          and herbicides. The Company’s only operations after this transaction are
          conducted through their wholly-owned subsidiary (Ye Shen) which controls
          the
          assets and operations of Runze, an entity with operations in the People’s
          Republic of China (“PRC”).
  The
          above
          transaction was accounted for as a reverse merger and, accordingly, DHC
          is
          considered to be the surviving entity.
  ***Business
          description***
  The
          Company specializes in the manufacturing, sale and distribution of herbicides
          and pesticides to reduce or eliminate the amount of agricultural produce
          lost to
          plant diseases and insects. Their manufacturing and distribution operations
          are
          based in the PRC, which is where all of the Company’s sales to date have
          occurred.
 
 ***Accounting
          methods***
 
 The
          Company’s financial statements are prepared using the accrual method of
          accounting. The Company has elected a fiscal year ending on September 30th.
 
 ***Uses
          of estimates in the preparation of financial
          statements***
 
 The
          preparation of financial statements in conformity with generally accepted
          accounting principles requires management to make estimates and assumptions
          that
          affect the reported amounts of assets and liabilities and disclosure of
          contingent assets and liabilities at the date of the financial statements
          and
          the reported amounts of net revenue and expenses during each reporting
          period.
          Actual results could differ from those estimates.
 
 F-5
 ***Cash***
 
 The
          Company maintains cash with financial institutions in the PRC and Hong
          Kong. The
          Company performs periodic evaluation of the relative credit standing of
          financial institutions that are considered in the Company’s investment
          strategy.
 
 
 ***Inventories***
 
 Inventories,
          consisting of raw materials, are valued at the lower of cost as determined
          by
          the first-in, first-out method or market.
 
 
 ***Property
          and equipment***
 
 Property
          and equipment are recorded at cost. Depreciation is provided in amounts
          sufficient to amortize the cost of the related assets over their useful
          lives
          using the straight line method for financial reporting purposes, whereas
          accelerated methods are used for tax purposes.
 
 Maintenance,
                    repairs and minor renewals are charged to expense when incurred.
                    Replacements and major renewals are
                    capitalized.
 
 
 ***Deferred
          income taxes***
 
 The
          Company accounts for income taxes in accordance with Statement of Financial
          Accounting Standards No. 109 ( A SFAS
          109") which requires that deferred tax assets and liabilities be recognized
          for
          future tax consequences attributable to differences between financial statement
          carrying amounts of existing assets and liabilities and their respective
          tax
          bases. In addition, SFAS 109 requires recognition of future tax benefits,
          such
          as carryforwards, to the extent that realization of such benefits is more
          likely
          than not and that a valuation allowance be provided when it is more likely
          than
          not that some portion of the deferred tax asset will not be
          realized.
 
 
 ***Currency
          translation***
 
 Since
          the
          Company operates primarily in the PRC, the Company’s functional currency is the
          Chinese Yuan ( A RMB @ ).
          Revenue and expense accounts are translated at the average rates during
          the
          period, and balance sheet items are translated at year-end rates. Translation
          adjustments arising from the use of differing exchange rates from period
          to
          period are included as a component of stockholders’ equity. Gains and losses
          from foreign currency transactions are recognized in current
          operations.
 
 
 ***Research
          and development costs***
 
 Research
          and development costs are charged to expense as incurred. Research and
          development costs charged to operations for the years ended September 30,
          2006
          and 2005 aggregated $ 0 and $287,204, respectively.
 
 F-6
 
 **2**  **PROPERTY
          AND EQUIPMENT**
 
 A
          summary
          of property and equipment and the estimated lives used in the computation
          of
          depreciation and amortization as of September 30, 2006 is as
          follows:
 
  AMOUNT
                
                LIFEMachinery
                    and equipment
                
                $
                2,470,966
                
                
                5-10
                    yearsFurniture,
                    fixtures and office equipment
                
                
                19,961
                
                
                5-7
                    yearsBuilding
                    and building improvements
                
                
                4,021,868
                
                
                40
                    yearsAutomobile
                
                
                26,910
                
                
                5
                    years6,539,705Accumulated
                    depreciation
                
                
                919,002$
                5,620,703
 
 **3**  **DUE
          TO AFFILIATED COMPANY**
 
 This
          amount is non-interest bearing and due on demand.
 
 **4**  **GRANTS
          FROM LOCAL GOVERNMENT**
 
 The
          Company has received grants from the local government during the year ended
          September 30, 2006 totaling $655,739. These were designated and used for
          the
          improvement of the product manufacturing process.
 
 **5**  **INCOME
          TAX STATUS**
 
 No
          provision for income taxes has been made, since the Company is not subject
          to
          income tax during the first two years of operations in China.
 
 **6**  **EARNINGS
          PER SHARE**
 
 Outstanding
          shares prior to March 15, 2006, the date of the merger, are undeterminable.
          The
          total shares issued are therefore used as the average shares
          outstanding.
 
 **7**  **RELATED
          PARTY TRANSACTIONS**
 
 The
          Company utilized the manufacturing facilities of DRC to manufacture all
          of its
          products during the year ended September 30, 2006. DRC is controlled by
          the sole
          officer and director of the Company. The Company incurred costs of $524,000
          in
          connection with this agreement for the year ended September 30,
          2006.
 
 The
          Company believes that the costs to manufacture the products may have been
          $1.5
          Million to $2.0 Million higher if an unrelated party manufactured the
          goods.
 
 The
          Company had various advances and repayments to/from DRC. The net amounts
          paid/received for the years ended September 30, 2006 and 2005 were $686,017
          and
          $69,244, respectively.
 
 **8**  **COMMITMENTS
          AND CONTINGENCIES**
 
 a)  All
          of
          the Company’s sales for the year ended September 30, 2006 were made to one
          customer.
 
 b)  The
          Company’s manufacturing facilities have not been granted the necessary operating
          environmental permits. Additionally, the facilities do not meet the quality
          control procedures required by its sole customer (see above
          paragraph).
 
 F-7
 
 
 **9**
                **RISK
                    FACTORS**
 
 ***Vulnerability
          due to Operations in PRC***
 
 The
          Company’s operations may be adversely affected by significant political,
          economic and social uncertainties in the PRC. Although the PRC government
          has
          been pursuing economic reform policies for more than 20 years, no assurance
          can
          be given that the PRC government will continue to pursue such policies
          or that
          such policies may not be significantly altered, especially in the event
          of a
          change in leadership, social or political disruption or unforeseen circumstances
          affecting the PRC’s political, economic and social conditions. There is also no
          guarantee that the PRC government’s pursuit of economic reforms will be
          consistent or effective.
 
 Substantially
          all of the Company’s businesses are transacted in RMB, which is not freely
          convertible. The People’s Bank of China or other banks are authorized to buy and
          sell foreign currencies at the exchange rates quoted by the People’s Bank of
          China. Approval of foreign currency payments by the People’s Bank of China or
          other institutions requires submitting a payment application form together
          with
          suppliers’ invoices, shipping documents and signed contracts.
 
 ***Concentration
          of Credit Risk***
 
 Financial
          instruments that potentially subject the Company to significant concentration
          of
          credit risk is primarily cash and accounts receivable. As of September
          30, 2006,
          substantially all of the Company’s cash was managed by financial
          institutions.
 
 Substantially
          all sales were made to one customer and all accounts receivable were from
          one
          customer.
 
 ***Other
          Risks***
 
 The
          Company conducts business in an industry that is subject to a broad array
          of
          environmental laws and regulations. The Company’s costs to comply with these
          laws and regulations are charged to expense as incurred.
   F-8