SECURITIES
        AND EXCHANGE
        COMMISSION
 Washington,D.C.20549
 
 Form
        10-K
 
 [X]
              ANNUAL
                  REPORT UNDER SECTION 13 OR
                  15(d) OF THE SECURITIES EXCHANGE ACT OF
                  1934
 
 For
        the fiscal year ended September 30,
        2007
 
 [   ]
              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.
 YesNoX.
 
 Indicate
        by check mark if the registrantis not required to
        file
        reports pursuant to Section 13 or 15(d) of the Exchange Act.YesNoX.
 
 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.     YesXNo.
 
 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).
 YesNoX.
 
 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
        registranthasfiled
        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.  YesNo.
 
 (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.Asof
        January 11, 2008, there
        were 20,050,000 shares of commonstock, 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
                
                4ITEM
                    1
                BUSINESS
                4ITEM
                    1A
                RISK
                    FACTORS
                6ITEM
                    1B
                UNRESOLVED
                    STAFF COMMENTS
                8ITEM
                    2
                PROPERTIES
                14ITEM
                    3
                LEGAL
                    PROCEEDINGS
                14ITEM
                    4
                SUBMISSION
                    OF MATTERS TO A VOTE OF SECURITY HOLDERS
                14PART
                    II
                
                15ITEM
                    5
                MARKET
                    FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
                    PURCHASES OF EQUITY SECURITIES
                15ITEM
                    6
                SELECTED
                    FINANCIAL DATA MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
                    OPERATION
                15ITEM
                    7
                MANAGEMENT’S
                    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                    OPERATIONS
                15ITEM
                    7A
                QUANTITATIVE
                    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                16ITEM
                    8
                FINANCIAL
                    STATEMENTS AND SUPPLEMENTARY DATA
                21ITEM
                    9
                CHANGES
                    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                    DISCLOSURE
                21ITEM
                    9A
                CONTROLS
                    AND PROCEDURES
                21ITEM
                    9A (T)
                CONTROLS
                    AND PROCEDURES
                21ITEM
                    9B
                OTHER
                    INFORMATION
                22PART
                    III
                
                23ITEM
                    10
                DIRECTORS
                    AND EXECUTIVE OFFICERS OF THE REGISTRANT
                23ITEM
                    11
                EXECUTIVE
                    COMPENSATION
                24ITEM
                    12
                SECURITY
                    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                    STOCKHOLDER MATTERS
                25ITEM
                    13
                CERTAIN
                    RELATIONSHIPS AND RELATED TRANSACTIONS
                25ITEM
                    14
                PRINCIPAL
                    ACCOUNTANT FEES AND SERVICES
                26PART
                    IV
                
                28ITEM
                    15
                EXHIBITS,
                    FINANCIAL STATEMENTS SCHEDULES
                28
 PART
        I
 
 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.
 
 On
        March
        17, 2006, China Agro Sciences Corp., a Florida corporation formerly known
        as
        M-GAB Development Corporation (hereinafter “We” or “China Agro”) entered into an
        Agreement and Plan of Merger (the “Agreement”) with Dalian Holding Corp., a
        Florida corporation (formerly known as China Agro Sciences Corp.)
        (“DHC”).  This transaction closed on May 1, 2006, at which time, in
        accordance with the Agreement, DHC merged with DaLian Acquisition Corp, a
        Florida corporation that was our wholly-owned subsidiary (“DaLian”) (the
“Merger”).  As a result of the merger, DaLian merged into DHC, with
        DHC remaining as the surviving entity and our wholly-owned subsidiary, DaLian,
        ceased to exist, and we issued 13,449,488 shares of our common stock to the
        former shareholders of DHC.
 
 Prior
        to
        DaLian’s merger with DHC, DHC had 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”).  In the
        transaction in which Ye Shun purchased all the outstanding stock of Runze,
        Runze
        was determined to be the accounting acquirer.  In the transaction in
        which DHC acquired all the outstanding common stock of Ye Shun, Ye Shun was
        determined to be the accounting acquirer.  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, on April 28, 2006, we filed a Form
        N-54C and terminated our status as a business development company and, through
        our wholly-owned subsidiary, commenced operations, specializing in the sale
        and
        distribution of pesticides and herbicides, and consequently ceased being
        a
        development stage company.  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.  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.
 
 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.   During our
        fiscal year, ended September 30, 2006, we only sold one product, Acetochlor,
        and
        that was to one customer, Jilin Ruiye Pesticide Co.
 
 During
        the first six months of fiscal year 2007 we were not able to negotiate the
        same
        discounted rate for the use of DRC’s manufacturing facilities and, as a result,
        we did not manufacture any of our own Acetochlor.  We recently
        received a notice from the Chinese National Environmental Bureau that all
        chemical manufacturing facilities must be located in designated “chemical zones”
going forward, and for manufacturing plants not located there now will have
        to
        be relocated.  Our manufacturing facility is not currently located in
        a “chemical zone” and, therefore, if we wish to manufacture our products at our
        own manufacturing plant we will be forced to build a new facility in an approved
        “chemical zone.”  If we decide to build a new manufacturing plant the
        cost of building a new facility would be substantial, but do not yet have
        an
        estimate as to the cost.  Based on the location of our current
        manufacturing plant our management has determined that our manufacturing
        plant
        is of little or no value and has been categorized as an impaired asset on
        our
        current audited financial statements.  As a result of our inability to
        use DRC’s manufacturing facilities and the inability to utilize our own
        facilities we did not have any revenues during our fiscal year ended September
        30, 2007.
 
 Currently,
        we also do not believe we will be permitted to use DRC’s manufacturing
        facilities to manufacture our product to sell to unrelated third parties
        because
        their manufacturing facilities is also not in a “chemical zone” and they will be
        forced to move their plant so we believe they will utilize their manufacturing
        capacity until that time to manufacture their own
        product.  Additionally, even if we were able to utilize DRC’s
        manufacturing facilities to manufacture our product there is no guarantee
        we
        will receive a discounted rate if we are allowed to use their facilities,
        and
        currently, even with the discounted rate, do not have the funds to pay DRC
        to
        utilize their facility.
 
 Due
        to
        the new government regulations, there is a good chance that we will not continue
        in the business of manufacturing and selling pesticide and herbicide products
        in
        China.  If management makes the determination that we cannot continue
        in the pesticide and herbicide business in China we will look for other business
        alternatives. Based on the location of our current manufacturing plant our
        management has determined that our manufacturing equipment is of little or
        no value and has been categorized as an impaired asset on our current audited
        financial statements.
 
 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 2008.
 
 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.
 
 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.  Although, in
        the past we have only produced Acetochlor, if we ever start producing herbicides
        and pesticides again we hope to start producing up to four different herbicides
        and pesticides:  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 30, 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.  During the first six months of fiscal year 2007
        we were not able to negotiate the same discounted rate for the use of DRC’s
        manufacturing facilities and, as a result, we did not manufacture any of
        our own
        Acetochlor.  We recently received a notice from the Chinese National
        Environmental Bureau that all chemical manufacturing facilities must be located
        in designated “chemical zones” going forward, and for manufacturing plants not
        located there now will have to be relocated.  Our manufacturing
        facility is not currently located in a “chemical zone” and, therefore, if we
        wish to manufacture our products at our own manufacturing plant we will be
        forced to build a new facility in an approved “chemical zone.”  If we
        decide to build a new manufacturing plant the cost of building a new facility
        would be substantial, but do not yet have an estimate as to the
        cost.  Based on the location of our current manufacturing plant our
        management has determined that our manufacturing plant is of little or no
        value
        and has been categorized as an impaired asset on our current audited financial
        statements.  As a result of our inability to use DRC’s manufacturing
        facilities and the inability to utilize our own facilities we did not produce
        any Acetochlor for sale during our fiscal year ended September 30, 2007 and
        do
        not know when, or if, we will ever be able to continue to manufacture pesticide
        and herbicide products.
 
 Currently,
        we also do not believe we will be permitted to use DRC’s manufacturing
        facilities to manufacture our product to sell to unrelated third parties
        because
        their manufacturing facilities is also not in a “chemical zone” and they will be
        forced to move their plant so we believe they will utilize their manufacturing
        capacity until that time to manufacture their own
        product.  Additionally, even if we were able to utilize DRC’s
        manufacturing facilities to manufacture our product there is no guarantee
        we
        will receive a discounted rate if we are allowed to use their facilities,
        and
        currently, even with the discounted rate, do not have the funds to pay DRC
        to
        utilize their facility.
 
 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.
 
 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.  Due to our current inability to manufacture our products
        we currently do not have a sales and marketing strategy.
 
 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
 
 Due
        to
        our current inability to manufacture our products we are not distributing
        any of
        our products and will not until we either build a new facility in a “chemical
        zone,” or contract with an approved facility for the manufacturing of our
        products.  If we were able to manufacture our own products we would
        likely distribute those products 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.
 
 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 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 and currently do not consider them to be
        one of our competitors.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 2007, we did not sell any products.  During fiscal year
        2006, we only sold one product, Acetochlor, and only sold that product to
        one
        customer, Jilin Ruiye Pesticide Co.  We are not currently seeking
        additional customers for our products until we determine if we will be able
        to
        manufacture products in the future.  If we can start producing product
        in the future we hope to sell to more than one customer and to sell more
        than
        one product, but this would likely be contingent upon us either building
        a new
        manufacturing facility in an approved “chemical zone,” or contracted with an
        approved facility to manufacture our products.
 
 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
 
 As
        noted above, due to new regulations,
        only chemical manufacturers with facilities in approved “chemical zones” may
        manufacture any herbicide and pesticide products.  Our manufacturing
        facility if not in a “chemical zone” and, therefore, we will not be able to
        utilize that facility to manufacture our products.
 
 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.
 
 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.
 
 As
        noted above, in May 2007, we
        received a notice from the Chinese National Environmental Bureau that all
        chemical manufacturing facilities must be located in designated “chemical zones”
going forward, and for manufacturing plants not located there now will have
        to
        be relocated.  Our manufacturing facility is not currently located in
        a “chemical zone” and, therefore, if we wish to manufacture our products at our
        own manufacturing plant we will be forced to build a new facility in an approved
        “chemical zone.”  If we decide to build a new manufacturing plant the
        cost of building a new facility would be substantial, but do not yet have
        an
        estimate as to the cost.
 
 Environmental
        Compliance
 
 Although
        we are aware of the impact our
        products have on the environment and attempt to make environmentally-friendly
        products, we had not been too heavily regulated in the China in terms of
        environmental compliance.  However, with the “chemical zone”
regulation our environmental compliance has increased.  We expect
        these regulations to further increase in the future and we could have numerous
        issues meeting any new environmental compliance regulations in the
        future.
 
 Employees
 
 As
        of
        September 30, 2007, we employed a total of 13 full-time employees, 3 of which
        were executives.  We no longer have employees engaged in manufacturing
        our products, nor involved in sales. 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:
 
 We
        currently cannot manufacture products at our own manufacturing facility and
        do
        not have any agreements in place to manufacture products at another
        facility.
 
 We
        recently received a notice from the Chinese National Environmental Bureau
        that
        all chemical manufacturing facilities must be located in designated “chemical
        zones” going forward, and for manufacturing plants not located there now will
        have to be relocated.  Our manufacturing facility is not currently
        located in a “chemical zone” and, therefore, if we wish to manufacture our
        products at our own manufacturing plant we will be forced to build a new
        facility in an approved “chemical zone.”  If we decide to build a new
        manufacturing plant the cost of building a new facility would be substantial,
        but do not yet have an estimate as to the cost.  Based on the location
        of our current manufacturing plant our management has determined that our
        manufacturing plant is of little or no value and has been categorized as
        an
        impaired asset on our current audited financial statements.
 
 Therefore,
        our only way to manufacture product is to contract with an approved
        facility.  We currently do not have any such agreements in place and
        do not know if we will able to manufacture product in the future.  As
        a result of our inability to use DRC’s manufacturing facilities and the
        inability to utilize our own facilities we did not produce any Acetochlor
        for
        sale during our fiscal year ended September 30, 2007 and do not know when,
        or
        if, we will ever be able to continue to manufacture pesticide and herbicide
        products.  If we are not able to manufacture pesticide or herbicide
        products for sale in China it would have a significant impact on our ability
        to
        continue has an operating company.
 
 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, including the recent enactment
        of the “chemical zones.”  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.
 
 Recently,
        the Chinese government implemented new regulations related to the manufacturing
        of herbicides and pesticides.  Our current manufacturing facilities do
        not meet these new stricter regulations and, therefore, we cannot use these
        facilities to manufacture our products.  Therefore, our only way to
        manufacture product is to contract with an approved facility.  We
        currently do not have any such agreements in place and do not know if we
        will
        able to manufacture product in the future.
 
 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 meant we could not manufacture any
        product(s).  Additionally, with the new regulation that our plant must
        be moved to a “chemical zone” we do not know if we will able to comply with this
        regulation and therefore may not be able to manufacture products and may
        have to
        cease doing business.
 
 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 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.
 
 Currently,
        since our primary operations are in the PRC, all of our revenues will be
        settled
        in RMB, not U.S. Dollars.  Due to certain restrictions on currency
        exchanges that exist in the PRC, our ability to use revenue generated in
        RMB to
        pay any dividend payments to its shareholders may be limited.
 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.  Although, as noted above, due to currency restrictions in
        the PRC we are precluded from paying dividends even if we were in a position
        to
        do so.
 
 During
        our fiscal
        year ended September 30, 2007, we did not sell any products and had no
        revenues.
 
 During
        our fiscal year ended September 30, 2007, we had no revenues.  Due to
        the fact that we were not able to negotiate discounted rates to use the plant
        and equipment of DRC and the new government regulations and standards on
        herbicides and pesticides, which our own facilities could not meet for most
        of
        the year, combined with the new “chemical zone” regulation, we did not sell any
        products in the year ended September 30, 2007.   We hope this
        will not continue in future quarters and years, but if we are not able to
        use
        DRC’s facilities and cannot contract with a third party to use their facilities
        we will not be able to manufacture any product to sell.  If this
        occurs it would have a significant impact on our ability to continue as an
        operating company.  We are currently looking for additional
        manufacturing and 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 manufacturing products will be
        implemented.
 
 Currently,
        we cannot manufacture any of our own product and will not be able to unless
        we
        build a new manufacturing facility, at a substantial cost, or enter into
        an
        agreement with another company to utilize their manufacturing
        facilities.  If we cannot build a new facility or contract with an
        approved manufacturing facility we may have to look for alternatives to
        pesticide and herbicide production and sale as our primary
        business.
 
 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.  Many 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.  We do not yet know the impact of the “chemical zone”
requirement on our competitors.
 
 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.
 
 Our
        business is largely seasonal and sales of our products are subject to changes
        in
        the weather.
 
 Since
        we
        are in the business of manufacturing and selling herbicide and pesticide
        products our clients and end users are engaged in farming and crop production,
        which is subject to changes in the seasons and weather.  Therefore,
        the sales of our products will generally substantially decrease during the
        autumn and winter months.  Unusual weather such as prolonged freezing
        temperatures or particularly hot temperatures also effect crop production
        and,
        therefore, could affect the sales of our products.
 
 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 did 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.  We have responded to those comments and filed a Second Amended
        Annual Report on Form 10-K/A for the transition period ended September 30,
        2006
        as a result of these comments.
 
 ITEM
        2 - PROPERTIES
 
 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 new regulations in China, we
        did not utilize our manufacturing facility to produce any of our products
        and
        will not be able to do so in the future..
 
 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, 2007.
 
 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 original trading symbol was
        MGBD.  Following the DHC merger transaction and our name change our
        trading symbol changed to CHAS, which is our current trading
        symbol.  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
                September
                  30,
              
              
              
              Bid
                  PricesPeriod
              
              High
              
              Low2005
              
              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
              
              $1.18
              
              $0.55Third
                  Quarter
              
              $0.60
              
              $0.28Fourth
                  Quarter
              
              $0.31
              
              $0.062008
              
              First
                  Quarter
              
              $0.20
              
              $0.05Second
                  Quarter (through January 11, 2008)
              
              $0.07
              
              $0.06
 
 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.
 
 There
        are
        currently no outstanding options 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.
 
 Holders
 
 The
        number of holders of record of shares of our common stock is one hundred
        twenty
        three (123).
 
 Dividends
 
 We
        have
        never declared or paid any cash dividends on our common stock.  We do
        not anticipate paying any cash dividends to stockholders in the foreseeable
        future.  In addition, any future determination to pay cash dividends
        will be at the discretion of the Board of Directors and will be dependent
        upon
        our financial condition, results of operations, capital requirements, and
        such
        other factors as the Board of Directors deem relevant.
 
 Securities
        Authorized for Issuance
        under Equity Compensation Plans
 
 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.  There were no stock or options granted under these
        Plans.  There have not been any other equity compensation plans
        approved by our Board of Directors.
 
 ITEM
        6 – SELECTED FINANCIAL DATA
 
 China
                  Agro Sciences Corp. (1)
              For
                  the Years Ended September 30,2007
              
              2006
              
              2005
              
              2004
              
              2003Statement
                  of Operations Data:Total
                  revenues
              $
              -
              
              12,749,788
              
              -
              
              -
              
              -Net
                  income (loss)
              
              (2,146,721)
              
              1,931,558
              
              (287,204)
              
              -
              
              -Balance
                  Sheet Data:Current
                  assets
              $
              819,465
              
              2,537,925
              
              252,708
              
              -
              
              -Total
                  assets
              
              4,820,815
              
              7,843,728
              
              6,014,573
              
              -
              
              -Current
                  liabilities
              
              1,029,962
              
              2,159,855
              
              2,504,078
              
              -
              
              -Total
                  liabilities
              
              1,371,466
              
              2,483,218
              
              2,815,144
              
              -
              
              -Total
                  stockholders’ equity
              
              3,449,349
              
              5,360,510
              
              3,199,429
              
              -
              
              -Total
                  dividends per common share
              
              -0-
              
              -
                  0
                  -
              
              -
                  0
                  -
              
              -
              
              -
 
 (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.).
 
 
 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
 
 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.
 
 On
        March
        17, 2006, China Agro Sciences Corp., a Florida corporation formerly known
        as
        M-GAB Development Corporation entered into an Agreement and Plan of Merger
        with
        Dalian Holding Corp., a Florida corporation (formerly known as China Agro
        Sciences Corp.) (“DHC”).  This transaction closed on May 1, 2006, at
        which time, in accordance with the Agreement, DHC merged with DaLian Acquisition
        Corp, a Florida corporation that was our wholly-owned subsidiary (“DaLian”) (the
“Merger”).  As a result of the merger, DaLian merged into DHC, with
        DHC remaining as the surviving entity and our wholly-owned subsidiary, DaLian,
        ceased to exist, and we issued 13,449,488 shares of our common stock to the
        former shareholders of DHC.
 
 After
        the
        merger transaction between our subsidiary, Dalian, and 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.  However, during the fiscal year ended September 30, 2007,
        we did not sell any product or have any revenues as a result of not being
        able
        to utilize DRC’s facilities and the new regulation regarding all manufacturing
        plants being in “chemical zones.”  We recently received a notice from
        the Chinese National Environmental Bureau that all chemical manufacturing
        facilities must be located in designated “chemical zones” going forward, and for
        manufacturing plants not located there now will have to be
        relocated.  Our manufacturing facility is not currently located in a
“chemical zone” and, therefore, if we wish to manufacture our products at our
        own manufacturing plant we will be forced to build a new facility in an approved
        “chemical zone.”  If we decide to build a new manufacturing plant the
        cost of building a new facility would be substantial, but do not yet have
        an
        estimate as to the cost.
  Although
        we hope to be able to manufacture product in 2008, we may not be able to
        do so
        and would have to undertake a significant expense in building a new
        manufacturing facility if we decided to continue with our current business
        plan
        and manufacture herbicides and pesticides.
 
 Results
        of Operations
 
 Introduction
  
 Our
        financial statements for the year
        ended September 30, 2007 and September 30, 2006 are consolidated with Runze’s
        since the only operations we have are 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.  We did not sell any product in the year ended
        September 30, 2007 and did not have any revenues.
 
 Year
        ended September 30, 2007 compared to year ended September 30, 2006
 
 Revenues,
        Expenses and Loss from Operations
  
 We
        had revenue of $0 for the year ended
        September 30, 2007, compared to $12,749,788 for the year ended September
        30,
        2006.  Our revenues, cost of sales, general and administrative
        expenses, and net loss for the years ended September 30, 2007 and September
        30,
        2006, respectively, are as follows:
 
 September
                  30, 2007
              
              
              September
                  30, 2006
              
              Percentage
                  ChangeRevenue
              $
              -
              
              $
              12,749,788
              
              N/ACost
                  of Sales
              
              -
              
              
              9,837,089
              
              N/AGeneral
                  and Administrative Expenses
              
              1,042,946
              
              
              981,141
              
              6%Impairment
                  Loss
              
              1,103,775
              
              
              -
              
              N/ANet
                  Income (Loss)
              $
              (2,146,721)
              
              $
              1,931,558
              
              N/A
 
 Revenues
        and Income (Loss)
        from Operations
  
 Our
        revenues went from $12,749,788 for the year ended September 30, 2006 to $0
        for
        the year ended September 30, 2007.  As noted above, this significant
        decrease in revenue was due to our inability to manufacture product at either
        DRC’s plant or our own manufacturing facility.  In 2006 all of our
        $12,749,788 in revenue was derived from sales by Runze of Acetochlor, an
        herbicide.  Going forward we will not be able to manufacture product
        at our existing plant due to the new “chemical zone”
regulation.  Therefore, if we are not able to contract with a third
        party to utilize a qualified manufacturing facility to produce our products
        we
        do not know if we will be able to manufacture product in the
        future.  If we do build a new manufacturing facility in a “chemical
        zone” it will be at a substantial cost to the company.
 
 Our
        cost
        of sales for the year ended September 30, 2006, totaled $9,837,089, compared
        to
        $0 for the year ended September 30, 2007.  Our cost of sales for the
        year ended September 30, 2007 was $0 because we did not sell any products
        during
        this period.  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 $175,000 for the twelve months ended September 30,
        2006.  We believe these costs would have been 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 $1,042,946 for the year ended September
        30, 2007 consisted primarily of $462,750 in depreciation expense, $252,739
        in
        financial consulting fees, $26,450 for salaries, $17,974 in property tax
        expenses, and $283,033 in other expenses.
 
 Net
        Income
        (Loss)
  
 Our
        net
        income (loss) for the year ended September 30, 2007 was ($2,146,721), compared
        to $1,931,558 for the year ended September 30, 2006.  Of our net loss
        for the year ended September 30, 2007, $1103,775 was attributable to the
        impairment of asset loss we incurred as a result of our manufacturing facility
        not being located in a “chemical zone” and, therefore, not being able to be
        utilized, now or in the future, to manufacture our products, causing us to
        determine the equipment has little or no residual or future
        value.  The remainder of our net loss was attributable to our general
        and administrative expenses.  We expect to continue at a significant
        net loss until we are able to contract with a third party with an approved
        manufacturing facility to manufacture our products, if we are able to do
        so.
 
 Currently
        we do not have any operations, income, or expenses in the United States,
        and,
        therefore, we do not owe any income taxes in the United States and we are
        not
        accruing for income taxes in the United States.  If this changes in
        the future and we become subject to income taxes in the United States and
        either
        pay or accrue such taxes it will have a negative impact on our net income
        (loss).
 
 We
        did
        not make a provision for income taxes in China, since we are not subject
        to
        income tax during our first two years of operations in
        China.  However, if we had been subject to income taxes in China
        during the year ended September 30, 2006, we would have been subject to an
        income tax rate of 27% of net income, which would have totaled approximately
        $520,000.  For the current year that income tax would have been $0
        since we did not have any revenues.
 
 Liquidity
        and Capital Resources
 
 Introduction
  
 During
        the year ended September 30, 2007 we did not generate positive cash flows
        as we
        had in the year ended September 30, 2006.  Cash totaled $114,271 and
        $103,817 at September 30, 2007 and 2006, respectively.
 
 Our
        cash, current assets, total assets,
        current liabilities, and total liabilities as ofSeptember 30, 2007
        and 2006,
        respectively, are as follows:
 
 September
                  30, 2007
              
              
              September
                  30, 2006
              
              
              Increase
                  (Decrease)Cash
              $
              114,271
              
              $
              103,817
              
              
              10,454Total
                  Current Assets
              
              819,465
              
              
              2,537,925
              
              
              (1,718,460)Total
                  Assets
              
              4,820,815
              
              
              7,843,728
              
              
              (3,022,913)Total
                  Current Liabilities
              
              1,029,962
              
              
              2,159,855
              
              
              (1,129,893)Total
                  Liabilities
              $
              1,371,466
              
              $
              2,483,218
              
              
              (1,111,752)
 
 Sources
        and
        Uses of Cash
 
 Operations
 
 Our
        net cash provided by (used in)
        operating activities for the year ended September 30, 2007 totaled $687,519,
        compared to $785,944 for the same
        period one year ago.  We anticipate that both our cash generated from
        operations and used for operations will decrease significantly the longer
        we do
        not manufacture or sell our products.
 
 Investments
 
 Our
        investing activities for the year
        ended September 30, 2007 consisted of the acquisition of property and equipment
        in the amount of$0.  During
        the year ended
        September 30, 2006, our net cash provided by (used in) investing activities
        totaled $31,930, with $349,888 attributable to the receipt of a government
        grant
        for the purchase of property and equipment and ($317,958) related to the
        acquisition of property and equipment.
 
 Financing
 
 During
        the year ended September 30,
        2007, we had ($653,965)
        net cashused infinancing
        activities, with ($653,965) in
        loans from affiliated company.For
        the year ended September 30, 2006,
        our financing activities totaled ($1,036,017), all of which consisted of
        loans
        from an affiliated 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.
 
 ITEM
        8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
 Index
                  to Financial StatementsReport
                  of Independent Certified Public AccountantsConsolidated
                  Balance Sheet as of September 30, 2007
              F-1Consolidated
                  Statement of Operations for the years ended September 30, 2007
                  and
                  2006
              F-2Statement
                  of Changes in Stockholders’ Equity
              F-3Consolidated
                  Statements of Cash Flows for the years ended September 30, 2007
                  and
                  2006
              F-4Notes
                  to Financial Statements
              F-5
 
  
  
 
 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, 2007 and the related consolidated statements of operations,
        changes in owners’ equity and cash flows for the years ended September 30, 2007
        and 2006.  Our audits also included the financial statement Schedule
        1.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.
 
 The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern.  As of September 30, 2007 the
        Company had no operations and its current liabilities exceeded its current
        assets by $210,497.    These factors, among others, raise
        substantial doubt about the Company’s ability to continue as a going
        concern.  The accompanying financial statements do not include any
        adjustments that might result from the outcome of these
        uncertainties.
 
 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, 2007, and the results of its operations and its cash flows
        for the
        years ended September 30, 2007 and 2006 in conformity with accounting principles
        generally accepted in the United States of America.
 
 
 Paritz
&
Company,
        P.A.
 
 Hackensack,
        New Jersey
 December
        4, 2007
 
 
 CHINA
        AGRO SCIENCES CORP.
 
 CONSOLIDATED
        BALANCE SHEET
 
 SEPTEMBER
        30, 2007
 (U.S.
        $)
 
 
 ASSETSCURRENT
                  ASSETS:Cash
              $   114,271Prepaidfinancial
                  consultingexpenses
              405,271Due
                  from affiliated
                  company
              291,345Other
                  current
                  assets
              8,578TOTAL
                  CURRENT ASSETS
              819,465Property
                  and equipment, net of
                  accumulated depreciation
              4,001,350TOTAL
                  ASSETS
              $4,820,815LIABILITIES
                  ANDOWNERS’EQUITYCURRENT
                  LIABILITIES:Accounts
                  payable
              $996,894Accrued
                  expenses
              33,068TOTAL
                  CURRENT LIABILITIES
              1,029,962LONG-TERM
                  DEBT
              341,504OWNERS’EQUITY:Common
                  stock, $0.001
                  par
                  value100,000,000
                  shares authorized20,000,000
                  shares issued and outstanding
              20,000Additional
                  paid-in
                  capital
              3,738,900Accumulated
                  deficit
              (774,060)Accumulated
                  other
                  comprehensive income
              464,509TOTAL
                  OWNERS’EQUITY
              3,449,349TOTAL
                  LIABILITIES ANDOWNERS’EQUITY
              $4,820.815
 
 See
        notes to financial
        statements
 
   F-1
 
 CHINA
        AGRO SCIENCES
        CORP.
 
 CONSOLIDATED
        STATEMENTS OF
        OPERATIONS
 (U.S.$)
 YEAR
                  ENDED SEPTEMBER
                  30,2007
              2006SALES
              $               -
              
              $12,749,788COST
                  OF SALES(Note
                  8)
              -
              
              9,837,089GROSS
                  PROFIT
              -
              
              2,912,699COSTS
                  AND EXPENSES:General
                  and administrative expenses
              1,042,946
              
              914,385Impairment
                  loss
              1,103,775
              
              -Government
                  grant
              -
              
              66,756TOTAL
                  COSTS AND EXPENSES
              2,146,721
              
              981,141NET
                  INCOME (LOSS)
              $(2,146,721)
              
              $1,931,558BASIC
                  AND DILUTED EARNINGS(LOSS)
                  PER COMMON SHARE
              (0.11)
              
              $   0.10WEIGHTED
                  AVERAGE NUMBER OF COMMONSHARES
                  OUTSTANDING
              20,000,000
              
              20,000,000
 
 See
        notes
        to financial statements
 
  F-2
  
 CHINA
        AGRO SCIENCES CORP.
 
 STATEMENT
        OF CHANGES IN OWNERS’ EQUITY
 (U.S.
        $)
 --------COMMON
                  STOCK--------
                SHARES              AMOUNT
                (See
                  Note 6)
              ADDITIONAL
                PAID-IN
                CAPITAL
              RETAINED
                EARNINGS
                (DEFICIT)
              OTHER
                COMPREHENSIVE
                INCOME
              TOTAL
 
 BALANCE
                  – SEPTEMBER 30, 2005
              -
              
              $3,738,900
              
              $            -
              
              $  (558,896)
              
              $   19,425
              
              $3,199,429Common
                  stock, $0.001 par value,
                100,000,000
                  shares authorized,
                20,000,000   shares
                  issued and outstanding
              20,000,000
              
              20,000
              
              -
              
              -
              
              -
              
              20,000Effect
                  of stock splits and return of shares
              
              
              (3,738,900)
              
              3,738,900
              
              -
              
              -
              
              -Foreign
                  currency translation adjustment
              -
              
              -
              
              -
              
              -
              
              209,523
              
              209,523Net
                  income
              -
              
              -
              
              -
              
              1,931,558
              
              -
              
              1,931,558BALANCE
                  – SEPTEMBER 30, 2006
              20,000,000
              
              20,000
              
              3,738,900
              
              1,372,662
              
              228,948
              
              5,360,510Foreign
                  currency translation adjustment
              -
              
              -
              
              -
              
              -
              
              235,561
              
              235,561Net
                  income (loss)
              -
              
              -
              
              -
              
              (2,146,722)
              
              -
              
              (2,146,722)BALANCE
                  – SEPTEMBER 30, 2007
              20,000,000
              
              $20,000
              
              $3,738,900
              
              $   (774,060)
              
              $464,509
              
              $3,449,349
 
 See
        notes
        to financial statements
 
   F-3
 
 CHINA
        AGRO SCIENCES
        CORP.
 
 CONSOLIDATED
        STATEMENTS OF CASH FLOWS
 (U.S.
        $)
 YEAR
                  ENDED SEPTEMBER
                  30,2007
              2006OPERATING
                  ACTIVITIES:Net
                  income (loss)
              $(2,146,721)
              
              $  1,931,558Adjustments
                  to reconcile net income (loss)to
                  net cash provided by operating activities:Depreciation
              462,749
              
              420,667Impairment
                  loss
              1,103,757Changes
                  in operating assets and liabilities:Accounts
                  receivable
              2,121,681
              
              (2,013,529)Inventories
              -
              
              (274,069)Prepaid
                  expenses
              (405,271)
              
              35,560Other
                  current assets
              13,490
              
              (6,036)Accounts
                  payable
              (495,251)
              
              691,793Accrued
                  expenses
              33,067
              
              -NET
                  CASH PROVIDED BY OPERATING ACTIVITIES
              687,519
              
              785,944INVESTING
                  ACTIVITIES:Government
                  grant for purchase of property and equipment
              -
              
              349,888Acquisition
                  of property and equipment
              -
              
              (317,958)NET
                  CASH USED IN INVESTING ACTIVITIES
              -
              
              31,930FINANCING
                  ACTIVITIES:Loans
                  from affiliated company
              (653,965)
              
              (1,036,017)NET
                  CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
              (653,965)
              
              (1,036,017)EFFECT
                  OF EXCHANGE RATE ON CASH
              (23,100)
              
              244,710INCREASE
                  IN CASH
              10,454
              
              26,567CASH  –
                  BEGINNING OF YEAR
              103,817
              
              77,250CASH  –
                  END OF YEAR
              $  114,271
              
              $  103,817Supplemental
                  disclosures of cash flow information:Cash
                  paid during the year
                  for:Interest
              $      3,911
              
              $    66,707Non-cash
                  operating
                  activities:Repayment
                  of accounts payable by inventory
              $  421,101
              
              $             -
 
 See
        notes
        to financial statements
 
 F-4
 CHINA
        AGRO SCIENCES CORP.
 
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
 
 SEPTEMBER
        30, 2007
 
 
 
 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.
 
 
 
 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.
  Impairment
                  of long-lived assets
  The
        Company accounts for the impairment of long-lived assets in accordance with
        SFAS
        No. 144, “Accounting for the
        Impairment or Disposal of Long-Lived Assets”.  Long-lived
        assets are reviewed for impairment when circumstances indicate the carrying
        value of an asset may not be recoverable.  For assets that are to be
        held and used, an impairment is recognized when the estimated undiscounted
        cash
        flows associated with the asset or group of assets is less than their carrying
        value.  If impairment exists, an adjustment is made to write the asset
        down to its fair value, and a loss is recorded as the difference between
        the
        carrying value and fair value.  Fair values are determined based on
        quoted market values, discounted cash flows or internal and external appraisals,
        as applicable.  Assets to be disposed of are carried at the lower of
        carrying value or estimated net realizable value.
 
 Deferred
        income taxes
 
 The
        Company accounts for income taxes in accordance with Statement of Financial
        Accounting Standards No. 109 (ASFAS
        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 (ARMB@).  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.
 
 2           
        GOING CONCERN AND IMPAIRMENT LOSS
 
 The
        financial statements have been prepared using accounting principles generally
        accepted in the United States of America applicable for a going concern,
        which
        assumes that the Company will realize its assets and discharge its liabilities
        in the ordinary course of business.  The Company’s ability to continue
        as a going concern is dependent on, among other things, its ability to achieve
        profitable operations, to maintain its existing financing and to obtain
        additional financing to meet its obligations and to pay its liabilities when
        they come due.  The Company is currently pursuing new debt and equity
        financing in conjunction with proposed future acquisitions and
        operations.
 
 
 
 At
        the
        present time, the Company does not have sufficient working capital to meet
        its
        needs.  The Company intends to raise additional funds through the
        issuance of equity or convertible debt securities.  There can be no
        assurance that additional financing will be available on terms favorable
        to the
        Company, or at all.  The inability to raise the additional funds could
        cause the Company to cease all operations.
 
 In
        May
        2007, the Company received a notice from the Chinese National Environmental
        Bureau that all chemical manufacturing facilities must be located in designated
        “chemical zones” going forward, and for manufacturing plants not located there
        now will have to be relocated.  The Company’s manufacturing facility
        is not currently located in a “chemical zone” and, therefore, it will be forced
        to move the facility to a “chemical zone” at some point in the next one to two
        years.  As a result, the Company has incurred an impairment loss
        representing the net book value of equipment.
 
 
 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, 2007 is as
        follows:
 
 AMOUNT
              LIFEFurniture,
                  fixtures and office equipment
              $     21,082
              5-7
                yearsBuilding
                  and building improvements
              4,247,499
              40
                yearsAutomobile
              28,420
              5
                years4,297,001Accumulated
                  depreciation
              295,651$4,001,350













3           
      DUE TO AFFILIATED COMPANY





This
      amount is non-interest bearing and due on demand.








4           
      LONG-TERM DEBT





This
      obligation bears interest at 0.3% over the prime rate in effect in the PRC
      and
      is payable interest only through July 2009, followed by annual installments
      of
      approximately 233,000 RMB ($29,000) commencing in August 2010.








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 an entity controlled by the
      sole officer and director of the Company during the year ended September 30,
      2006.  The Company believes that the costs to manufacture the products
      it sold may have been $1.5 Million to $2.0 Million if an unrelated party
      manufactured the goods.  The Company was unable to negotiate the same
      discounted rate for the year ended September 30, 2007.








8
            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





Cash
      is
      currently the only financial instrument that potentially subjects the Company
      to
      significant concentration of credit risk is primarily cash.  The
      Company maintains its cash with various banks and trust companies located in
      China which are not insured or otherwise protected.  Should any of
      these institutions holding the Company’s cash become insolvent, or if the
      Company is unable to withdraw funds for any reason, the Company could lose
      the
      cash on deposit with that institution.





Environmental
      issues





The
      Company conducts business in an industry that is subject to a broad array of
      environmental laws and regulations.  The production of the products
      the Company intends to produce will create pollutants.  The Company
      will incur significant costs if additional government regulations are introduced
      to protect the environment.


































9           
      SUMMARY OF QUARTERLY OPERATING RESULTS (UNAUDITED)








-------------------------------------QUARTER-----------------------------------First
            Second
            Third
            Fourth
            TOTAL





2007


Revenue
            $              -
            
            $              -
            
            $              -
            
            $                 -
            
            $                 -Operating
                loss
            (208,644)
            
            (218,490)
            
            (187,153)
            
            (1,532,434)
            
            (2,146,721)Net
                loss
            (208,644)
            
            (218,490)
            
            (187,153)
            
            (1,532,434)
            
            (2,146,721)Basic
                and diluted earnings per
              common
                share
            (0.01)
            
            (0.01)
            
            (0.01)
            
            (0.08)











-------------------------------------QUARTER-----------------------------------First
            Second
            Third
            Fourth
            TOTAL


2006


Revenue
            $986,894
            
            $4,827,290
            
            $4,094,201
            
            $2,841,403
            
            $12,749.788Operating
                income (loss)
            169,038
            
            1,060,959
            
            786,506
            
            (84,945)
            
            1,931,558Net
                income (loss)
            169,038
            
            1,060,959
            
            786,506
            
            (84,945)
            
            1,931,558Basic
                and diluted earnings per
              common
                share
            N/A
            
            N/A
            
            0.039
            
            0.004
















Schedule
      1 – Condensed Financial Information of Registrant








CHINA
      AGRO SCIENCES CORP.


BALANCE
      SHEET


SEPTEMBER
      30, 2007


ASSETSINVESTMENT
                IN SUBSIDIARIES
            $3,449,349TOTAL
                ASSETS
            $3,449,349LIABILITIES
                AND STOCKHOLDERS’ EQUITYSTOCKHOLDERS’
                EQUITY
            $3,449,349TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY
            $3,449,349





CHINA
      AGRO SCIENCES CORP.


STATEMENT
      OF OPERATIONS


YEAR
      ENDED SEPTEMBER 30, 2007


LOSS
                FROM EARNINGS OF SUBSIDIARIES
            $(2,146,721)NET
                INCOME BEFORE INCOME TAXES
            $(2,146,721)





CHINA
      AGRO SCIENCES CORP.


STATEMENT
      OF CASH FLOWS


YEAR
      ENDED SEPTEMBER 30, 2007


OPERATING
                ACTIVITIES:Net
                loss
            $(2,146,721)Adjustments
                to reconcile net income to netcash
                provided by operating activities:Loss
                from earnings of subsidiaries
            (2,146,721)NET
                CASH PROVIDED BY OPERATING ACTIVITIES
            -CASH
                – BEGINNING OF PERIOD
            -CASH
                – END OF PERIOD
            $                   -











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





We
      conducted an evaluation, with the
      participation of our Chief Executive Officer and Chief Financial Officer, of
      the
      effectiveness of the design and operation of our disclosure controls and
      procedures, as defined in
      Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
      amended, or theExchange
      Act, as of September 30,
      2007,
      to ensure that information required to
      be disclosed by us in the reports filed or submitted by us under the Exchange Act is
      recorded,
      processed, summarized and reported, within the time periods specified in the
      Securities Exchange Commission’s
      rules and forms, including to ensure
      that information required to be disclosed by us in the reports filed or
      submitted
      by us under the Exchange Act is
      accumulated and communicated to our management, including our principal
      executive and principal financial officers, or persons performing similar
      functions, as appropriate to allow timely decisions regarding required
      disclosure.  Based
      on that
      evaluation, our Chief Executive Officer and Chief Financial Officer have
      concluded that as ofSeptember 30, 2007,
      our disclosure controls and procedures
      were not effective at the reasonable assurance level due to the material
      weaknesses described
      below.





In
      light of the material weaknesses
      described below, we performed additional analysis and other post-closing
      procedures to ensure our consolidated financial statements were prepared in
      accordance with generally accepted accountingprinciples.  Accordingly, we
      believe that the consolidated financial statements included in this report
      fairly present, in all material respects, our financial condition, results
      of
      operations and cash flows for the periods presented.





A
      material weaknessis a control deficiency
      (within the
      meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing
      Standard No. 2) or combination of control deficiencies, that results in more
      than a remote likelihood that a material misstatement of the annualor
      interim financial statements will not
      be prevented or detected.  Management has identified the following
      three material weaknesses which have caused management to conclude that, as
      ofSeptember 30,
      2007, our disclosure
      controls and procedures were not effective at the reasonable
      assurance
      level:





1.           
      We do not have written
      documentation of our internal control policies and
      procedures.  Written documentation of key internal controls over
      financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Actand
      will be applicable to us for the
      year endingSeptember
      30, 2008.  Management
      evaluatedthe impact of our
      failure to have written documentation of our internal controls and procedures
      on
      our assessment of our disclosure controls and proceduresand has concluded that
      the control
      deficiency that resulted represented a material weakness.





2.           
      We do not have sufficient segregation of duties within accounting functions,
      which is a basic internal control. Due to our size and nature, segregation
      of
      all conflicting duties may not always be possible and may not be economically
      feasible. However, to the extent possible, the initiation of transactions,
      the
      custody of assets and the recording of transactions should be performed by
      separate individuals. Management evaluated the impact of our failure to have
      segregation of duties on our assessment of our disclosure controls and
      procedures and has concluded that the control deficiency that resulted
      represented a material weakness.





3.           
      We have had a number of audit adjustments. Audit adjustments are the result
      of a
      failure of the internal controls to prevent or detect misstatements of
      accounting information. The failure could be due to inadequate design of the
      internal controls or to a misapplication or override of controls. Management
      evaluated the impact of our significant number of audit adjustments and has
      concluded that the control deficiency that resulted represented a material
      weakness.





To
      address these material weaknesses,
      management performed additional analyses and
      other procedures to
      ensure that the financial statements included herein fairly present, in all
      material respects, our financial position, results of operations and cash flows
      for the periods presented.





Remediation
      of Material Weaknesses





We
      have attempted toremediate the material
      weaknesses in our
      disclosure controls and procedures identified abovebyworking
      with our independentregistered public
      accounting firm andrefiningour
      internal procedures.  To
      date, we have not been
      successful in reducing the
      number of audit adjustments, but will continue our efforts in the coming fiscal
      year.





Changes
      in
      Internal Control over Financial Reporting





Except
      as noted above, there were no
      changes in our internal control over financial reporting, as defined in Rules
      13a-15(f) and
      15d-15(f) under the Exchange Act, during our most recently completed fiscal
      quarter that have materially affected, or are reasonably likely to materially
      affect, our internal control over financial reporting.





ITEM
      9A(T) – CONTROLS AND PROCEDURES





We
      are not required to furnish the
      information required by this item until we report on our fiscal year ending
      September 30, 2008.





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.





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
      Wangwas 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 September 30, 2007 and 2006, 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 or 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.





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 sole
      officer and director has elected to forego a salary during the early
      developmental stages, and also provided office space.  As of September
      30, 2007 we did not have any amounts owed to our president and director as
      he
      elected 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, 2007, 2006
      and 2005.  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 CompensationAwards
            
            PayoutsName
                and
              Principal
                Position
            Year
            Salary
              ($)
            Bonus
              ($)
            Other
                Annual
              Compensation
              ($)
            
            Restricted
                Stock
              Awards
              ($)
            Securities
                Underlying Options SARs
              (#)
            
            LTIP
                Payouts
              ($)
            All
                Other
              Compensation
              ($)Zhengquan
                Wang
            2007
            -0-
            -0-
            -0-
            
            -0-
            -0-
            
            -0-
            -0-Chief
                Executive Officer, Chief Financial Officer, Secretary, and
                Director
            2006
            -0-
            -0-
            -0-
            
            -0-
            -0-
            
            -0-
            -0-John
                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-Kevin
                J. Gadawski
            2006
            -0-
            -0-
            -0-
            
            -0-
            -0-
            
            -0-
            -0-Ex-Director
            2005
            -0-
            -0-
            5,000
            
            -0-
            -0-
            
            -0-
            -0-Mark
                Stewart
            2006
            -0-
            -0-
            -0-
            
            -0-
            -0-
            
            -0-
            -0-Ex-Director
            2005
            -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
                DateZhengquan
                Wang
            -0-
            N/A
            N/A
            N/A








AGGREGATED
                OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
              AND
                FY-END OPTION/SAR VALUESName
            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/UnexercisableZhengquan
                Wang
            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.





Compensation
      Discussion and Analysis





As
      set forth in the above tables, with
      the exception of $5,000 paid to Kevin Gadawski during our 2005 fiscal year,
      we
      have not paid any compensation to any of our officers or directors during the
      last three fiscal years.








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





The
      following table sets forth, as of January 11, 2008, 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.





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
      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
      had an
      agreement with Dalian Raiser Chemurgy Co., Ltd. (“DRC”), a related-party that
      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 ended September 30, 2006, but none for our most
      recent fiscal year end.  Under our past agreement with DRC, we paid
      DRC $100 per one ton of product we produced at their facility.  This
      total cost was approximately $175,000 for the twelve months ended September
      30,
      2006.  We believe these costs would have been 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.  We are no longer manufacturing any products under this
      agreement.





ITEM
      14 – PRINCIPAL ACCOUNTING FEES AND SERVICES





Audit
      Fees





During
      the fiscal years ended September
      30, 2007 and 2006, our current independent auditor, Paritz & Company, P.A.
      billed us$25,000and
      $25,000, 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.  Prior to our change in fiscal year to September 30, for the
      fiscal year ended December 31, 2005, our former auditors, Ramirez International,
      billed us $19,000 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.





Audit
      – Related Fees





During
      the fiscal years ended September
      30, 2007 and 2006, our current independent auditor, Paritz & Company, P.A.
      billed us $25,000and
      $25,000, respectively,
      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 year ended December 31, 2005, our
      former auditors, Ramirez International, billed us $19,000 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 years ended September
      30, 2007 and 2006, our current independent auditor, Paritz & Company, P.A.
      billed us$0and
      $0, respectively, in fees for
      professional services for tax planning and preparation.  Prior to our change in
      fiscal year to September 30, for the fiscal year ended December 31, 2005, our
      former auditors, Ramirez International, billed us $1,020 in fees for
      professional services for tax planning and preparation.





All
      Other Fees





During
      the fiscal years ended September 30, 2007 and 2006, our current independent
      auditor, Paritz & Company, P.A. billed us $0 and $0, respectively, for other
      fees.  Prior to our
      change in fiscal year to September 30, for the fiscal year ended December 31,
      2005, our former auditors, Ramirez International,did not bill us for any
      other fees.





Of
      the
      fees described above for the fiscal years ended September 30, 2007 and 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 then Audit Committee of the Board of Directors of the Company.





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, 2007 and 2006
            F-1Consolidated
                Statement of Operations for the years ended September 30, 2007 and
                2006
            F-2Statement
                of Changes in Stockholders’ Equity
            F-3Consolidated
                Statements of Cash Flows for the years ended September 30, 2007 and
                2006
            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
                Date10.3
                (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.








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.Dated:                      
                January 15,
                2008
            /s/
              Zhengquan WangBy:           
                Zhengquan WangIts:           
                President, Director,Chief
                Executive
                Officer,
              Chief
                Financial
                Officer