SECURITIES
      AND EXCHANGE
      COMMISSION


Washington,D.C.20549





Second Amended
          Form 10-K/A


[X]
            ANNUAL
                REPORT UNDER SECTION 13 OR
                15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





For
      the fiscal year ended September 30,
      2006





[   ]
            TRANSITION
                REPORT UNDER SECTION 13
                OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





For
      the transition period from
      _______________to________________





Commission
      file
      number:  000-49687





China
      Agro Sciences
      Corp.


(Exact
      name of registrant as
      specified in its charter)





Florida
              (State
                or other jurisdiction
                of
              incorporation
                or
                organization)
            33-0961490
              (I.R.S.
                Employer
              Identification
                No.)101
                Xinanyao Street, Jinzhou District
              Dalian,
                Liaoning Province
              (Address
                of principal executive
                offices)
            PRC
                116100
              (Zip
                Code)





Issuer’s
      telephone
      number    (212) 232-0120





Securities
      registered pursuant to Section 12(b) of the Act:





Title
                of each class
            
            Name
                of each exchange on which registeredNone
            
            None





Securities
      registered under Section
      12(g) of the Exchange Act:





Common
      stock, par value
      $0.001


(Title
      of class)





Indicate
      by check mark if the registrant
      is a well-known seasoned issuer, as defined in Rule 405 of the Securities
      Act.


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.As ofJanuary
      3,2007, there were 20,050,000
      shares of
      common stock, par value $0.001, issued and outstanding.





DOCUMENTS
      INCORPORATED BY
      REFERENCE





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


China
      Agro Sciences
      Corp.





TABLE
      OF
      CONTENTS
















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
                  9B
              OTHER
                  INFORMATION
              21PART
                  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





Explanatory
      Note





China
          Agro Sciences,Inc. has
          restated its Annual
          Report on Form 10-K.  This Annual Report is for the year ended
          September 30, 2006, and was originally filed with the Commission on Form
          10-K on
          January 16, 2007, and as a First Amended Annual Report on Form 10-K/A on
          January 24, 2007.  The purpose of this amended Annual Report is to
          make corrections to the Annual Report based on comments received by the
          Commission.  There are changes made throughout this documents, but
          primarily to the Items entitled Description of Business, Risk Factors,
          Management’s Discussion and Analysis and the Financial
          Statements.  The Financial Statements have been restated in order to
          properly account for a government grant received from the Chinese government,
          and include the required disclosure under Item 302 of Regulation S-K and
          the
          Schedule I financial statements in accordance with Rule 5-04(c) of Regulation
          S-X.  The grant was originally accounted for as a “reduction in
          operating expenses” and should have properly been accounted for as a “reduction
          of fixed asset.”  The restated Financial Statements make this
          correction, as well as include Item 302 of Regulation S-K disclosure and
          Schedule I financial statements in accordance with Rule 5-04(c) of Regulation
          S-X.


This
      Second Amended Annual Report on Form 10-K/A for the transitional period ended
      September 30, 2006 amends and restates only those items of the previously filed
      First Amended Annual Report on Form 10-K/A which have been affected by the
      restatement.  In order to preserve the nature and character of the
      disclosures set forth in such items as originally filed, no attempt has been
      made in this amendment (i) to modify or update such disclosures except as
      required to reflect the effects of the revisions and restatements or (ii) to
      make revisions to the Notes to the Consolidated Financial Statements except
      for
      those which are required by or result from the effects of the revisions and
      restatements.  For additional information regarding the restatement, see
      Note 12 to our Consolidated Financial Statements included in Part II - Item
      7.  No other information contained in our previously filed Form 10-Ks for
      the transition period ended September 30, 2006 has been updated or
      amended.





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.  Mr. Zhengquan
      Wang, our Chief Executive Officer, Chief Financial Officer and a Director,
      is
      the President and Chairman of the Board of DRC.  After the formation
      of Runze, we initially believed DRC would be one of our primary competitors
      in
      the manufacturing and sale of herbicides and pesticides in China, however,
      due
      to certain manufacturing standards in place at our sole customer to date, Jilin
      Ruiye Pesticide Co., we manufactured all of the herbicides we sold in fiscal
      year 2006 at DRC’s manufacturing plant.   As discussed in more
      detail below, if we improve our manufacturing facilities and/or if DRC ceases
      to
      agree to manufacture our herbicides and pesticides then we believe DRC will
      become one of our primary competitors.





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





The
      Pesticide Industry





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





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





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





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.  We currently
      have four herbicides and pesticides we are either producing or testing for
      future release:  Acetochlor, Razesor, Emamectin benzoate, and
      Clethodim.





Acetochlor





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





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





Razesor





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





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





Emamectin
      benzoate





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





Clethodim





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





Sales
      and Marketing Strategy





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





Research
      and Development





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





Distribution





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





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





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





Intellectual
      Property





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





Government
      Approvals





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





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





Government
      Regulation





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





Environmental
      Compliance





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





Employees





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





ITEM
      1A – RISK FACTORS





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





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





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





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





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





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





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





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





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





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





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





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


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





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





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





Due
      to
      certain manufacturing standards required by our sole customer to date, Jilin
      Ruiye Pesticide Co., and our lack of permits related to environmental
      regulations, we manufactured all of the herbicides we sold in fiscal year 2006
      at DRC’s manufacturing plant because our manufacturing facility does not meet
      those standards.  The manufacturing standards that Jilin Ruiye claims
      our manufacturing facility does not meet relate to quality
      control.  Therefore, for the foreseeable future we will need to
      manufacture our product(s) at DRC’s manufacturing facility.  Under our
      agreement with DRC we paid DRC $100 per one ton of product we produced at their
      facility.  This total cost was approximately $175,000 for the twelve
      months ended September 30, 2006.  We believe these costs would be
      significantly higher if we were forced to use an unrelated third party
      manufacturing facility to manufacture our products, likely $1.5 million to
      $2
      million higher based on the amount of product we manufactured in the twelve
      months ended September 30, 2006.  Based on these factors, if DRC
      ceased to allow us to manufacture our products at their facility we could not
      meet Jilin Ruiye’s strict manufacturing standards and would have to either cease
      selling our products to Jilin Ruiye, our sole customer, or pay another
      manufacturing facility a much higher manufacturing fee to manufacture our
      product, if we could even locate a facility to use.  Any of these
      issues would have a significant impact on our revenues and our ability to
      continue as an operating company.  Although we plan on continuing to
      use DRC’s facilities until we obtain all necessary environmental permits for our
      manufacturing facility and to improve our quality control procedures to meet
      Jilin Ruiye’s standards, there is no assurance we will be successful in either
      of these ventures.





Currently,
      we
      only have one customer for our products.





Currently,
          we only have one customer for our products, Jilin Ruiye Pesticide Co.,
          an
          unrelated third party located in China.  If Jilin Ruiye ceased
          purchasing our product(s) then we would have no revenue from sales of our
          products, which would have a significant impact on our ability to continue
          as an
          operating company.  Jilin Ruiye is an unaffiliated company and we
          therefore do not have detailed information regarding their financial condition,
          but we do not know of any reason why Jilin Ruiye could not or would not
          continue
          to purchase product manufactured by us at DRC’s facility.  As noted
          above, as of September 30, 2006, Jilin Ruiye would not purchase product
          produced
          at our manufacturing plant due to certain deficiencies.  We are
          currently looking for additional sales channels utilizing Mr. Wang’s connections
          in the industry but there is no assurance we will be
          successful.


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





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





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





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





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





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





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





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





ITEM
      1B – UNRESOLVED STAFF COMMENTS





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





ITEM
      2 - 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 lack of certain environmental
      permits and the manufacturing standards of our only customer, Jilin Ruiye
      Pesticide Co., a third-party located in China, we did not utilize our
      manufacturing facility to produce any of our products.  Instead, we
      manufactured all the Acetochlor we produced at the manufacturing plant of DRC,
      a
      related third-party.  We hope to obtain the appropriate environmental
      permits during fiscal year 2007.  Additionally, according to Jilin
      Ruiye Pesticide Co., our manufacturing facility lacks the quality control
      procedures that they require for the production of the products they
      sell.  In the future we hope to improve the conditions at our
      manufacturing plant in order to begin producing Acetochlor at the
      facility.





ITEM
      3 - LEGAL PROCEEDINGS





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





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





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





PART
      II





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





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





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





Fiscal
                Year
              Ended
              September
                30,
            
            
            
            Bid
                PricesPeriod
            
            High
            
            Low2004
            
            First
                Quarter
            
            N/A
            
            N/ASecond
                Quarter
            
            N/A
            
            N/AThird
                Quarter
            
            N/A
            
            N/AFourth
                Quarter
            
            N/A
            
            N/A2005
            
            First
                Quarter
            
            N/A
            
            N/ASecond
                Quarter
            
            N/A
            
            N/AThird
                Quarter
            
            N/A
            
            N/AFourth
                Quarter
            
            $    -
            
            $    -2006
            
            First
                Quarter
            
            N/A
            
            N/ASecond
                Quarter
            
            N/A
            
            N/AThird
                Quarter
            
            $2.30
            
            $0.50Fourth
                Quarter
            
            $1.75
            
            $1.052007
            
            First
                Quarter
            
            $1.40
            
            $1.10Second
                Quarter (through January 3, 2007)
            
            $1.18
            
            $1.17





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





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.





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





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





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





ITEM
      6 – SELECTED FINANCIAL DATA





China
                    Agro Sciences Corp. (1)
                For
                    the Years Ended September 30,2006
                
                2005
                
                2004
                
                2003
                
                2002Statement
                    of Operations Data:Total
                    revenues
                $
                12,749,788
                
                -
                
                -
                
                -
                
                -Net
                    income (loss)
                
                1,931,558
                
                (287,204)
                
                -
                
                -
                
                -Balance
                    Sheet Data:Current
                    assets
                $
                2,537,925
                
                252,708
                
                -
                
                -
                
                -Total
                    assets
                
                7,843,728
                
                6,014,573
                
                -
                
                -
                
                -Current
                    liabilities
                
                2,159,855
                
                2,504,078
                
                -
                
                -
                
                -Total
                    liabilities
                
                2,483,218
                
                2,815,144
                
                -
                
                -
                
                -Total
                    stockholders’ equity
                
                5,360,510
                
                3,199,429
                
                -
                
                -
                
                -Total
                    dividends per common share
                
                -
                    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
      have been conducted through our subsidiary, DHC, which conducts all of its
      operations through its subsidiary, Ye Shun, and its wholly-owned subsidiary,
      Runze.  Therefore, since our relevant operations post merger are
      conducted through Ye Shun and Runze the discussion herein relates to the
      operations of those two entities.





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





Results
      of Operations





Introduction







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





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





Revenues,
      Expenses and Loss from Operations







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





September
                    30, 2006
                
                
                September
                    30, 2005
                
                Percentage
                    ChangeRevenue
                $
                12,749,788
                
                $
                -
                
                N/ACost
                    of Sales
                
                9,837,089
                
                
                -
                
                N/AGeneral
                    and Administrative Expenses
                
                981,141
                
                
                287,204
                
                218%Net
                    Income (Loss)
                $
                1,931,558
                
                $
                (287,204)
                
                N/A


Revenues
      and Income (Loss)
      from Operations







Our
          revenues went from $0 for the year ended September 30, 2005 to $12,749,788
          for
          the year ended September 30, 2006.  As noted above, this significant
          increase in revenue was due to our acquisition of Runze and the subsequent
          sale
          of Runze’s herbicide and pesticide products to one customer, Jilin Ruiye
          Pesticide Co., located in China.  All of our $12,749,788 in revenue
          was derived from sales by Runze of Acetochlor, an herbicide.
 
 Our
          cost
          of sales for the year ended September 30, 2006, totaled $9,837,089, compared
          to
          $0 for the year ended September 30, 2006.  The cost of sales for the
          year ended September 30, 2006, consisted primarily of costs associated
          with the
          acquisition of raw materials.  Included in cost of sales was also the
          money we paid to DRC for the use of their manufacturing facilities to
          manufacture our products.  Under our agreement with DRC we paid DRC
          $100 per one ton of product we produced at their facility.  This total
          cost was approximately $175,000 for the twelve months ended September 30,
          2006.  We believe these costs would be significantly higher if we were
          forced to use an unrelated third party manufacturing facility to manufacture
          our
          products, likely $1.5 million to $2 million higher based on the amount
          of
          product we manufactured in the twelve months ended September 30,
          2006.
 
 Our
          general and administrative expenses of $914,385 for the year ended September
          30,
          2006 consisted primarily of $291,250 in costs of going public, $179,211
          in
          depreciation expenses (exclusive of the $275,737 in depreciation included
          in the
          Company’s total cost of sales), $33,828 in salaries, and $20,322 in property
          taxes.
 
 Net
          Income
          (Loss)
  
 Our
          net
          income (loss) for the year ended September 30, 2006, was $1,931,558, compared
          to
          ($287,204) for the year ended September 30, 2005.  As noted above,
          this significant change in net income (loss) is due to our acquisition
          of Runze,
          and the revenue generated by Runze’s subsequent sale of its herbicide,
          Acetochlor.  For the year ended September 30, 2005, our net income
          (loss) consisted entirely of our general and administrative
          expenses.
 
 As
          noted
          above, we have an agreement with 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
          2006.  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 be significantly higher if we were
          forced to use an unrelated third party manufacturing facility to manufacture
          our
          products, likely $1.5 million to $2 million higher based on the amount
          of
          product we manufactured in the twelve months ended September 30,
          2006.  If we had not been permitted to use DRC’s facilities at a
          discounted rate our net income (loss) would have been significantly
          reduced.  If, in the future, we are not permitted to use DRC’s
          manufacturing facilities at a greatly reduced rate our net income (loss)
          will be
          negatively affected due to the higher operating costs.
 
 Additionally,
          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.


Liquidity
      and Capital Resources





Introduction







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





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





September 30, 2006
                
                
                September 30, 2005
                
                
                Increase (Decrease)Cash
                $
                103,817
                
                $
                77,250
                
                
                26,567Total Current Assets
                
                2,537,925
                
                
                252,708
                
                
                2,285,217Total Assets
                
                7,843,728
                
                
                6,014,573
                
                
                1,829,155Total Current Liabilities
                
                2,159,855
                
                
                2,504,078
                
                
                (344,223)Total Liabilities
                $
                2,483,218
                
                $
                2,815,144
                
                
                (331,926)





Our net
          cash
          provided by (used in) operating activities for the year ended September
          30, 2006
          totaled $785,944, compared to $654,263 for the same period one year
          ago.  We anticipate that both our cash generated from operations and
          used for operations will continue to increase as the operations from Runze
          continue to increase.  Until that time we believe this figure will be
          fairly indicative our cash generation and cash used for operations in a
          year
          period.
  Investments
  Our investing
          activities for the year ended September 30, 2006 consisted of the acquisition
          of
          property and equipment in the amount of ($317,958)and the government grant
          for
          property and equipment purchase.  During the year ended September 30,
          2005, we had investing activities, also related to the acquisition of property
          and equipment, totaling ($632,826).
  Financing
  During
          the year
          ended September 30, 2006, we paid back the loan from DRC of $1,036,017.For
          the
          year ended September 30, 2005, our financing activities totaled $17,310,
          consisting of ($363,000) related to a short term bank loan, $311,066 related
          to
          a loan from a local government agency in China, and $69,244 from a loan
          from an
          affiliate company.





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


























REPORT
      OF INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM














Board
      of
      Directors


China
      Agro Sciences Corp.




















We
          have
          audited the accompanying consolidated balance sheet of China Agro Sciences
          Corp.
          as of September 30, 2006 and the related consolidated statements of operations,
          changes in stockholders’ equity and cash flows for the years ended September 30,
          2006 and 2005.  Our audits also included the financial statement
          schedule I.  These financial statements are the responsibility of the
          Company's management.  Our responsibility is to express an opinion on
          these financial statements based on our audit.


We
      conducted our audit in accordance with auditing standards of the Public Company
      Accounting Oversight Board (United States).  Those standards require
      that we plan and perform the audit to obtain reasonable assurance about whether
      the financial statements are free of material misstatement.  An audit
      includes examining, on a test basis, evidence supporting the amounts and
      disclosures in the financial statements.  An audit also includes
      assessing the accounting principles used and significant estimates made by
      management, as well as evaluating the overall financial statement
      presentation.  We believe that our audit provides a reasonable basis
      for our opinion.





In
          our
          opinion, the financial statements referred to above present fairly, in
          all
          material respects, the financial position of China Agro Sciences Corp.
          as of
          September 30, 2006, and the results of its operations and its cash flows
          for the
          years ended September 30, 2006 and 2005 in conformity with accounting principles
          generally accepted in the United States of America.  Also in our
          opinion, such financial statement schedule, when considered in relation
          to the
          basic consolidated financial statements taken as a whole, present fairly,
          in all
          material respects, the information set forth
          therein.


Paritz
      & Company, P.A.








Hackensack,
      New Jersey


October
      30, 2006, except for Note 12 which


Is
      dated
      December 5, 2007


CHINA
      AGRO SCIENCES CORP.





CONSOLIDATED
      BALANCE SHEET





SEPTEMBER
      30, 2006


(U.S.
      $)








ASSETSCURRENT
                    ASSETS:Cash
                $   103,817Accounts
                    receivable
                2,013,529Inventories
                399,636Other
                    current assets
                20,943TOTAL
                    CURRENT ASSETS
                2,537,925Property
                    and equipment, net of accumulated depreciation (Notes 2 and
                    9)
                5,305,803TOTAL
                    ASSETS
                $7,843,728LIABILITIES
                    AND
                    STOCKHOLDERS’ EQUITYCURRENT
                    LIABILITIES:Accounts
                    payable
                $1,815,719Due
                    to
                    affiliated company
                344,136TOTAL
                    CURRENT LIABILITIES
                2,159,855LONG-TERM
                    DEBT
                323,363STOCKHOLDERS’
                    EQUITYCommon
                    stock, $0.001 par value, 100,000,000 shares authorized20,000,000
                    shares issued and outstanding
                20,000Additional
                    paid in capital
                3,738,900Retained
                    earnings
                1,372,662Accumulated
                    other comprehensive income
                228,948TOTAL
                    STOCKHOLDERS’ EQUITY
                5,360,510TOTAL
                    LIABILITIES AND STOCKHOLDERS’ EQUITY
                $7,843,728


See
      notes to financial
      statements


F-
            1


CHINA
      AGRO SCIENCES
      CORP.





CONSOLIDATED
      STATEMENTS OF
      OPERATIONS


(U.S.$)


YEAR
                  ENDED SEPTEMBER 30,2006
              2005SALES
              $12,749,788
              
              $          -COST
                  OF SALES(Note
                  7)
              9,837,089
              
              -GROSS
                  PROFIT
              2,912,699
              
              -COSTS
                  AND EXPENSES:General
                  and administrative expenses
              914,385
              
              287,204Interest
                  expense
              66,756
              
              -TOTAL
                  COSTS AND EXPENSES
              981,141
              
              287,204NET
                  INCOME (LOSS)
              $1,931,558
              
              $(287,204)BASIC
                  AND DILUTED EARNINGS PER COMMON SHARE
              $    0.097
              
              N/AWEIGHTED
                  AVERAGE NUMBER OF COMMONSHARES
                  OUTSTANDING
              20,000,000
              
              N/A





See
      notes
      to financial statements


F-
            2








CHINA
      AGRO SCIENCES CORP.





STATEMENT
      OF CHANGES IN STOCKHOLDERS’ EQUITY


(U.S.
      $)


COMMON
                  STOCK
                ADDITIONAL
                  PAID-IN
                  CAPITAL
                RETAINED
                  EARNINGS
                  (DEFICIT)
                OTHER
                  COMPREHENSIVE
                  INCOME
                TOTAL
  BALANCE
–
                    SEPTEMBER 30, 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
                
                -
                
                -
                
                -
                
                20,000Preferred
                    stock, $0.001 par value,
                  5,000,000
                    shares authorized,
                  0               shares
                    issued and outstanding
                -
                
                -
                
                -
                
                -
                
                -Effect
                    of
                    stock splits and return of shares
                (3,738,900)
                
                3,738,900
                
                -
                
                -
                
                -Foreign
                    currency translation adjustment
                -
                
                -
                
                -
                
                209,523
                
                209,523Net
                    income
                -
                
                -
                
                1,931,558
                
                -
                
                1,931,558BALANCE
–
                    SEPTEMBER 30, 2006
                $     20,000
                
                $3,738,900
                
                $1,372,662
                
                $228,948
                
                $5,360,510
 
 See notes
      to financial
      statements


F-


CHINA
      AGRO SCIENCES
      CORP.





CONSOLIDATED
      STATEMENTS OF CASH FLOWS


(U.S.
      $)


YEAR
                  ENDED SEPTEMBER 30,2006
              2005OPERATING
                  ACTIVITIES:Net
                  income (loss)
              $  1,931,558
              
              $  (287,204)Adjustments
                  to reconcile net income (loss)to
                  net cash provided by operating activities:Depreciation
              420,667
              
              236,918Changes
                  in operating assets and liabilities:Accounts
                  receivable
              (2,013,529)
              
              11,397Inventories
              (274,069)
              
              125,830Prepaid
                  expenses
              35,560
              
              (9,897)Other
                  current assets
              (6,036)
              
              142,979Accounts
                  payable
              691,793
              
              434,240NET
                  CASH PROVIDED BY OPERATING ACTIVITIES
              785,944
              
              654,263INVESTING
                  ACTIVITIES:Government
                  grant for property and equipment purchase
              349,888
              
              -Acquisition
                  of property and equipment
              (317,958)
              
              (632,826)NET
                  CASH USED IN INVESTING ACTIVITIES
              31,930
              
              (632,826)FINANCING
                  ACTIVITIES:Short-term
                  bank loan
              -
              
              (363,000)Loan
                  from local government
              -
              
              311,066Loans
                  from affiliated company
              (1,036,017)
              
              69,244NET
                  CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
              (1,036,017)
              
              17,310EFFECT
                  OF EXCHANGE RATE ON CASH
              244,710
              
              20,227INCREASE
                  IN CASH
              26,567
              
              58,974CASH  –
                  BEGINNING OF YEAR
              77,250
              
              18,276CASH  –
                  END OF YEAR
              $  103,817
              
              $    77,250Supplemental
                  disclosures of cash flow information:Cash
                  paid during the year
                  for:Interest
              $    66,707
              
              $            -Non-cash
                  financing activities:Sale
                  of inventory to an affiliated company in repayment of debt
              $             -
              
              $125,393





See
      notes
      to financial statements









F-









CHINA
      AGRO SCIENCES CORP.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





SEPTEMBER
      30, 2006








1           
      NATURE OF OPERATIONS AND ACCOUNTING POLICIES





Merger
      transaction




On
      February 10, 2006, the Company entered into a letter of intent with the
      stockholders of DaLian RunZe Chemurgy Co., Ltd. (“DRC” or the
“Purchasers”).  The Purchasers agreed to pay a total of $515,000 to
      the Company and the Company’s controlling stockholders, including the Lebrecht
      Group, APLC (“TLG”), legal counsel for the Company.  Upon signing the
      letter of intent, the Purchasers paid $300,000 as a deposit and the remaining
      amount was paid at the closing of the transaction.  Subsequent to
      entering into this letter of intent, the Purchasers were replaced with China
      Agro Sciences Corp., (“China Agro”) a Florida corporation, and the terms of the
      letter of intent remained the same.







On
      March 15, 2006, the Company entered
      into an Agreement and Plan of Merger with China Agro whereby, at the closing,
      China Agro would 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.   Prior to
      DHC’s merger with DaLian (and the Company), DHC acquired all the outstanding
      common stock of Ye Shun International (“Ye Shun”), a company that owns all the
      outstanding common stock of DaLian Runze Chemurgy Co., Ltd.
      (“Runze”).









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 Merger the Company
          terminated its status as a business development company.  The Company
          commenced sales of its products early in the fiscal year ended September
          30,
          2006, and accordingly, is no longer a development stage company.  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.





Cash





The
      Company maintains cash with financial institutions in the PRC and Hong
      Kong.





Inventories





Inventories,
      consisting of raw materials, are valued at the lower of cost as determined
      by
      the first-in, first-out method or market.





Property
      and equipment





Property
      and equipment are recorded at cost.  Depreciation is provided in
      amounts sufficient to amortize the cost of the related assets over their useful
      lives using the straight line method for financial reporting purposes, whereas
      accelerated methods are used for tax purposes.





Maintenance,
      repairs and minor renewals are charged to expense when
      incurred.  Replacements and major renewals are
      capitalized.





Deferred
      income taxes





The
      Company accounts for income taxes in accordance with Statement of Financial
      Accounting Standards No. 109 (”SFAS 109") which requires that deferred tax
      assets and liabilities be recognized for future tax consequences attributable
      to
      differences between financial statement carrying amounts of existing assets
      and
      liabilities and their respective tax bases.  In addition, SFAS 109
      requires recognition of future tax benefits, such as carryforwards, to the
      extent that realization of such benefits is more likely than not and that a
      valuation allowance be provided when it is more likely than not that some
      portion of the deferred tax asset will not be realized.





Currency
      translation





Since
      the
      Company operates primarily in the PRC, the Company’s functional currency is the
      Chinese Yuan (”RMB“).  Revenue and expense accounts are translated at
      the average rates during the period, and balance sheet items are translated
      at
      year-end rates.  Translation adjustments arising from the use of
      differing exchange rates from period to period are included as a component
      of
      stockholders’ equity.  Gains and losses from foreign currency
      transactions are recognized in current operations.





Research
      and development costs





Research
      and development costs are charged to expense as incurred.  Research
      and development costs charged to operations for the years ended September 30,
      2006 and 2005 aggregated $ 0 and $287,204, respectively.





2           
      PROPERTY AND EQUIPMENT





A
      summary
      of property and equipment and the estimated lives used in the computation of
      depreciation and amortization as of September 30, 2006 is as
      follows:





AMOUNT
              LIFEMachinery
                  and equipment
              $2,121,078
              5-10
                yearsFurniture,
                  fixtures and office equipment
              19,961
              5-7
                yearsBuilding
                  and building improvements
              4,021,868
              40
                yearsAutomobile
              26,910
              5
                years6,189,817Accumulated
                  depreciation
              884,014$5,305,803









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           
          GRANTS FROM LOCAL GOVERNMENT
 
 The
          Company has received grants from the local government during the year ended
          September 30, 2006 totaling $349,888, which amount was credited to property
          and
          equipment.
 
 6           
          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.  However, had the Company been subject to income taxes in China
          during the year ended September 30, 2006, it would have been subject to
          an
          income tax rate of 27% of net income, which would have totaled approximately
          $520,000.


7           
      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.





8           
      RELATED PARTY TRANSACTIONS





The
          Company utilized the manufacturing facilities of DRC to manufacture all
          of its
          products during the year ended September 30, 2006.  DRC is controlled
          by the sole officer and director of the Company.  The Company incurred
          costs of $174,000 in connection with this agreement for the year ended
          September
          30, 2006.


The
      Company believes that the costs to manufacture the products may have been $1.5
      Million to $2.0 Million higher if an unrelated party manufactured the
      goods.





The
          Company had various advances and repayments to/from DRC.  The net
          amounts paid for the year ended September 30, 2006 was
          $1,036,017.


9           
      COMMITMENTS AND CONTINGENCIES





a)           
      All of the Company’s sales for the year ended September 30, 2006 were made to
      one customer.





b)           
      The Company’s manufacturing facilities have not been granted the necessary
      operating environmental permits.  Additionally, the facilities do not
      meet the quality control procedures required by its sole customer (see above
      paragraph).





10
            RISK
                FACTORS





Vulnerability
      due to Operations in PRC





The
      Company’s operations may be adversely affected by significant political,
      economic and social uncertainties in the PRC.  Although the PRC
      government has been pursuing economic reform policies for more than 20 years,
      no
      assurance can be given that the PRC government will continue to pursue such
      policies or that such policies may not be significantly altered, especially
      in
      the event of a change in leadership, social or political disruption or
      unforeseen circumstances affecting the PRC’s political, economic and social
      conditions.  There is also no guarantee that the PRC government’s
      pursuit of economic reforms will be consistent or effective.





Substantially
      all of the Company’s businesses are transacted in RMB, which is not freely
      convertible.  The People’s Bank of China or other banks are authorized
      to buy and sell foreign currencies at the exchange rates quoted by the People’s
      Bank of China.  Approval of foreign currency payments by the People’s
      Bank of China or other institutions requires submitting a payment application
      form together with suppliers’ invoices, shipping documents and signed
      contracts.





Concentration
      of Credit Risk





Financial
      instruments that potentially subject the Company to significant concentration
      of
      credit risk is primarily cash and accounts receivable.  As of
      September 30, 2006, substantially all of the Company’s cash was managed by
      financial institutions.





Substantially
      all sales were made to one customer and all accounts receivable were from one
      customer.





Other
      Risks





The
      Company conducts business in an industry that is subject to a broad array of
      environmental laws and regulations.  The Company’s costs to comply
      with these laws and regulations are charged to expense as incurred.





Dividend
      Restrictions





Since
          the
          Company’s operating subsidiary has its primary operations in the PRC the
          majority of its revenues will be settled in Renminbi, not U.S.
          Dollars.  Due to certain restrictions on currency exchanges that exist
          in the PRC, the Company’s ability to use revenue generated in Renminbi to pay
          any dividend payments to the parent Company and its shareholders may be
          limited.


11           
      SUMMARY OF QUARTERLY OPERATING RESULTS (UNAUDITED)





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





2006


Revenue
            $  986,894
            
            $4,827,290
            
            $4,094,201
            
            $2,841,403
            
            $12,749,788Operating
                income
            169,038
            
            1,060,959
            
            786,506
            
            (84,945)
            
            1,931,558Net
                income
            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














12           
          RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
 
 On February
          15,
          2007, the Company received the first of a series of comment letters from
          the
          Commission related to the Company’s Form 10-K for the period ended September 30,
          2006.  Several of those comments related to the Company’s financial
          statements and particularly to its accounting for a government grant, its
          disclosure related to Item 302 of Regulation S-K, and regarding the failure
          to
          include Schedule I financial statements in accordance with Rule 5-04(c)
          of
          Regulation S-X.  The question relating to the government grant related
          to the fact it was originally accounted for as a “reduction in fixed assets” and
          questioned whether it should have properly been accounted for as a “previously
          acquired fixed asset.”  After further review of when the grant was
          applied for and actually received versus when the fixed asset was purchased,
          the
          Company has amended its accounting of the government and has accounted
          for the
          grant has a “previously acquired fixed asset.”  The correction of this
          calculation resulted in the reclassification of certain amounts in the
          financial
          statements.  .
 
 The
          following tables present a summary of the effects of the restatement adjustments
          on the Company’s consolidated balance sheets at September 30, 2006 and the
          consolidated statements of operations for the years ended September 30,
          2006 and
          2005, and the consolidated statements of cash flows for the years ended
          September 30, 2006 and 2005:


CHINA
                  AGRO SCIENCES CORP.BALANCE
                  SHEETFILED
                  WITH 10K
              
              
              
              
              RESTATEDSEPTEMBER
                  30,
              
              ADJUSTMENTS
              
              
              SEPTEMBER
                  30,2006
              
              
              
              
              2006ASSETSCURRENT
                  ASSETS:Cash
              103,817
              
              
              
              
              103,817Accounts
                  receivable
              2,013,529
              
              
              
              
              2,013,529Inventory
              399,636
              
              
              
              
              399,636Other
                  current assets
              20,943
              
              
              
              
              20,943TOTAL
                  CURRENT ASSETS
              2,537,925
              
              
              
              
              2,537,925PROPERTY
                  AND EQUIPMENT, NET OFACCUMULATED
                  DEPRECIATION
              5,620,703
              
              (314,900)
              (a)
              
              5,305,803TOTAL
                  ASSETS
              8,158,628
              
              (314,900)
              
              
              7,843,728LIABILITIES
                  AND STOCKHOLDERS' EQUITYCURRENT
                  LIABILITIES:Accounts
                  payable
              1,815,719
              
              
              
              
              1,815,719Due
                  to affiliated company
              694,136
              
              (350,000)
              (b)
              
              344,136TOTAL
                  CURRENT LIABILITIES
              2,509,855
              
              (350,000)
              
              
              2,159,855LONG-TERM
                  DEBT
              
              
              323,363
              (c)
              
              323,363TOTAL
                  LIABILITIES
              
              
              (26,637)
              
              
              2,483,218STOCKHOLDERS'
                  EQUITYCommon
                  stock, $0.001 par value, 100,000,000 sharesauthorized,
                  20,000,000 shares issued and outstanding
              20,000
              
              
              
              
              20,000Additional
                  paid in capital
              3,738,900
              
              
              
              
              3,738,900Retained
                  earnings
              1,643,908
              
              (271,246)
              (d)
              
              1,372,662Accumulated
                  other comprehensive income
              245,965
              
              (17,017)
              (e)
              
              228,948TOTAL
                  STOCKHOLDERS' EQUITY
              5,648,773
              
              (288,263)
              
              
              5,360,510TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY
              8,158,628
              
              (314,900)
              
              
              7,843,728(a)  Reclassification
                  of the government grant of $349,888 which was specifically made
                  to
                  subsidize the acquisition of fixed assetsand
                  the related accumulated depreciation of $34,988(b)  Adjust
                  accrual for equipment leased from related company(c)  Reclassification
                  of government grant to long term debt(d)  Net
                  effect of adjustments on income.(e)  Changes
                  on foreign currency translation adjustment because the change of
                  net
                  income.


CHINA
                  AGRO SCIENCES CORP.STATEMENTS
                  OF OPERATIONSFILED
                  WITH 10K
              
              
              
              REVISEDSEPTEMBER
                  30,
              
              ADJUSTMENTS
              
              SEPTEMBER
                  30,2006
              
              
              
              2006REVENUE
              
              12,749,788
              
              
              
              12,749,788COST
                  OF SALES
              
              10,187,089
              
              (350,000)
              (f)
              9,837,089GROSS
                  PROFIT
              
              2,562,699
              
              350,000
              
              2,912,699COSTS
                  AND EXPENSES:(34,493)
              (g)General
                  and administrative expenses
              
              1,015,634
              
              (66,756)
              (h)
              914,385Government
                  grant
              
              (655,739)
              
              655,739
              (i)
              -Interest
                  expense
              
              
              
              66,756
              (j)
              66,756TOTAL
                  COSTS AND EXPENSES
              
              359,895
              
              621,246
              
              981,141NET
                  INCOME (LOSS)
              
              2,202,804
              
              (271,246)
              (k)
              1,931,558(f)
              Adjust
                  accrual for equipment leased from related company(g)
              Reclassification
                  of the accumulated depreciation related to government
                  grant(h)
              Segregate
                  interest expense from general and administrative expense(i)
              Reclassification
                  of government loan and grant(j)
              Segregate
                  interest expense from general and administrative expense(k)
              Net
                  effect of adjustments on income.


CHINA
                  AGRO SCIENCES CORP.STATEMENTS
                  OF CASH FLOWSFILED
                  WITH 10K
              
              
              
              REVISEDSEPTEMBER
                  30,
              
              ADJUSTMENTS
              
              SEPTEMBER
                  30,2006
              
              
              
              2006OPERATING
                  ACTIVITIES:Net
                  income (loss)
              
              2,202,804
              
              (271,246)
              (l)
              1,931,558Adjustments
                  to reconcile net income (loss) to net cashprovided
                  by operating activities:Depreciation
                  of property and equipment
              
              454,948
              
              (34,281)
              (m)
              420,667Adjustments
                  to reconcile net loss to netcash
                  used in operating activities:Accounts
                  receivable
              
              (2,013,529)
              
              
              
              (2,013,529)Inventory
              
              (274,069)
              
              
              
              (274,069)Prepaid
                  expenses
              
              35,560
              
              
              
              35,560Other
                  current assets
              
              (6,036)
              
              
              
              (6,036)Accounts
                  payable
              
              691,793
              
              
              
              691,793NET
                  CASH PROVIDED BY OPERATING ACTIVITIES
              
              1,091,471
              
              (305,527)
              
              785,944INVESTING
                  ACTIVITIES:Government
                  grant to purchase equipment
              
              -
              
              349,888
              (n)
              349,888Acquisition
                  of property and equipment
              
              (317,958)
              
              -
              
              (317,958)NET
                  CASH USED IN INVESTING ACTIVITIES
              
              (317,958)
              
              349,888
              
              31,930FINANCING
                  ACTIVITIES:Grants
                  from local government
              
              (311,066)
              
              311,066
              (o)
              -Loans
                  from affiliated company
              
              (686,017)
              
              (350,000)
              (p)
              (1,036,017)NET
                  CASH USED IN FINANCING ACTIVITIES
              
              (997,083)
              
              (38,934)
              
              (1,036,017)EFFECT
                  OF EXCHANGE RATES ON CASH
              
              250,137
              
              (5,427)
              (q)
              244,710INCREASE
                  ( DECREASE ) IN CASH
              
              26,567
              
              -
              
              26,567CASH
                  - BEGINNING OF PERIOD
              
              77,250
              
              
              
              77,250CASH
                  - END OF PERIOD
              
              103,817
              
              -
              
              103,817(l)  Net
                  effect of adjustments on income.(m)  Reclassification
                  of the accumulated depreciation related to government
                  grant(n)  Reclassification
                  of the government grant which was specifically made to subsidize
                  the
                  acquisition of fixed assets(o)  Reclassification
                  of government grant to long term debt(p)  Adjust
                  accrual for equipment leased from related company(q)  Changes
                  on foreign currency translation adjustment because the change of
                  net
                  income.


Schedule
                  1 – Condensed Financial Information of RegistrantCHINA
                  AGRO SCIENCES CORP.BALANCE
                  SHEETSSeptember
                  30, 2006ASSETSINVESTMENT
                  IN SUBSIDIARIES
              
              $
              5,360,510TOTAL
                  ASSETS
              
              $
              5,360,510LIABILITIES
                  AND STOCKHOLDERS’ EQUITYSTOCKHOLDERS’
                  EQUITY
              
              $
              5,360,510TOTAL
                  LIABILITIES AND STOCKHOLDERS’ EQUITY
              
              $
              5,360,510











In
      response to the Commissions other comments related to the Company’s financial
      statements, the  Company has included a new Note related to the Item
      302 of Regulation S-X and has included Schedule I financial
      statements.








Schedule
                  1 – Condensed Financial Information of RegistrantCHINA
                  AGRO SCIENCES CORP.STATEMENT
                  OF OPERATIONSYEAR
                  ENDED SEPTEMBER, 2006INCOME
                  FROM EARNINGS OF SUBSIDIARIES
              
              $
              1,931,558NET
                  INCOME (LOSS) BEFORE INCOME TAX
              
              $
              1,931,558


Schedule
                  1 – Condensed Financial Information of RegistrantCHINA
                  AGRO SCIENCES CORP.STATEMENTS
                  OF CASH FLOWSYEAR
                  ENDED SEPTEMBER, 2006CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  income
              
              $
              1,931,558Adjustments
                  to reconcile net income tonet
                  cash provided by operating activities:Earnings
                  of subsidiaries
              
              
              (1,931,558)NET
                  CASH PROVIDED BY OPERATING ACTIVITIES
              
              
              -CASH
                  – BEGINNING OF PERIOD
              
              
              -CASH
                  – END OF PERIOD
              
              $
              -








F-
































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





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





ITEM
      9A – CONTROLS AND PROCEDURES





The
      Company’s Chief Executive Officer
      and Chief Financial Officer (or those persons performing similar functions),
      after evaluating the effectiveness of the Company’s disclosure controls and
      procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
      Exchange Act of 1934, as amended) as ofSeptember 30, 2006(the
“Evaluation
      Date”), have concluded
      that, as of the Evaluation Date, the Company’s disclosure controls and
      procedures were effective to ensure the timely collection, evaluation and
      disclosure of information relating to the Company that would potentially be
      subject to disclosure under the Securities Exchange Act of 1934, as amended,
      and
      the rules and regulations promulgated thereunder.  There were no
      significant changes in the Company’s internal controls or in other factors that
      could significantly affect the internal controls subsequent to the Evaluation
      Date.





ITEM
      9B – OTHER INFORMATION





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








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





Audit
      Committee





We
      do not currently have an audit
      committee financial expert.





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





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





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





Code
      of
      Ethics





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





ITEM
      11 - EXECUTIVE COMPENSATION





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





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





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








Annual
                Compensation
            
            Long
                Term 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
            2006
            -0-
            -0-
            -0-
            
            -0-
            -0-
            
            -0-
            -0-Chief
                Executive Officer, Chief Financial Officer, Secretary, and
                DirectorJohn
                C. Leo
            2006
            -0-
            -0-
            -0-
            
            -0-
            -0-
            
            -0-
            -0-Ex-Secretary,
                Ex- DirectorCarl
                M. Berg
            2006
            -0-
            -0-
            -0-
            
            -0-
            -0-
            
            -0-
            -0-Ex-Chairman,
                Ex-President, Ex-Secretary, Ex-Treasurer
            2005
            -0-
            -0-
            -0-
            
            -0-
            -0-
            
            -0-
            -0-2004
            -0-
            -0-
            0-
            
            -0-
            -0-
            
            -0-
            -0-Kevin
                J. Gadawski
            2006
            -0-
            -0-
            -0-
            
            -0-
            -0-
            
            -0-
            -0-Ex-Director
            2005
            -0-
            -0-
            5,000
            
            -0-
            -0-
            
            -0-
            -0-2004
            -0-
            -0-
            5,000
            
            -0-
            -0-
            
            -0-
            -0-Mark
                Stewart
            2006
            -0-
            -0-
            -0-
            
            -0-
            -0-
            
            -0-
            -0-Ex-Director
            2005
            -0-
            -0-
            -0-
            
            -0-
            -0-
            
            -0-
            -0-2004
            -0-
            -0-
            -0-
            
            -0-
            -0-
            
            -0-
            -0-








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











AGGREGATED
                OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
              AND
                FY-END OPTION/SAR 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/AJohn
                C. Leo
            N/A
            N/A
            N/A
            N/A





Compensation
      of Directors





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





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





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





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





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





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





(2)
            Indicates
                one of our officers or directors.





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





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





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





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





ITEM
      13 - CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR
      INDEPENDENCE





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





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





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





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





We
          have
          an agreement with Dalian Raiser Chemurgy Co., Ltd. (“DRC”), a related-party 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 2007.  Under our agreement with DRC, we
          paid DRC $100 per one ton of product we produced at their
          facility.  This total cost was approximately $175,000 for the twelve
          months ended October 31, 2006.  We believe these costs would be
          significantly higher if we were forced to use an unrelated third party
          manufacturing facility to manufacture our products, likely $1.5 million
          to $2
          million higher based on the amount of product we manufactured in the twelve
          months ended October 31, 2006.


ITEM
      14 – PRINCIPAL ACCOUNTING FEES AND SERVICES





Audit
      Fees





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





Audit
      – Related Fees





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





Tax
      Fees





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





All
      Other Fees





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





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





PART
      IV





ITEM
      15 – EXHIBITS, FINANCIAL STATEMENT SCHEDULES





(a)(1)                      
      Financial
      Statements





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





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





(a)(2)                      
      Financial Statement
      Schedules





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





(a)(3)                      
      Exhibits





Refer
      to (b) below.





(b)           
      Exhibits





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