UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




Amendment
No.1


on


FORM
10-K/A




x
            Annual report pursuant to
      section 13 or 15(d) of the Securities Exchange Act of 1934.


For
      the fiscal year ending December 31,
2009




Or





 ̈
            Transition report pursuant to
      Section 13 or 15(d) of the Securities Exchange Act of
      1934.


For
      the transition period from
      ________    to ________.




Commission
file number  000-52716




China
Tractor Holdings, Inc.


(Exact
name of registrant as specified in its charter)




Delaware
              
              98-0445019(State
      or other jurisdiction
                of
      incorporation or organization)
              
              (IRS
      Employer
                Identification
      number)Kalun
      Industrial Park
                JiuTai
      Economic Development Zone
                ChangChun
      City, P.R.China
              
              130507(Address
      of Principal Executive Offices)
              
              (Zip
      Code)




86-431-82561001


(Registrant’s
Telephone Number, Including Area Code)




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





None





Securities
registered pursuant to Section 12(g) of the Act: None





Title
of Each Class


Common
Stock, $.001 par value per share




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




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act.  ̈





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.


YES  xNO   ̈




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





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. 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  ̈
              Smaller
      reporting company x




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




The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant was approximately $703,054 as of June 30,
2009 (based on the closing price for such stock as of June 30,
2009).





As of
April 1, 2010, there were 18,340,539 shares of common stock, par value $0.001
per share, of the registrant outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





None





EXPLANATORY
NOTE





The
annual report of China Tractor Holdings, Inc. (the “Company”), for the fiscal
year ended December 31, 2009, filed on Form 10-K with the Securities and
Exchange Commission on April 15, 2010, is hereby amended solely for the purpose
of correcting a clerical error on the cover of the Form 10-K that had mistakenly
identified the Company as a shell company. The annual report for the fiscal year
ended December 31, 2009 on Form 10-K/A as hereby amended correctly checks of the
box to indicate that the Company is not a shell company.





SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.





Dated:
July 27, 2010


/s/ Lau SanLau
      SanChief
      Executive Officer and
Chairman




Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.




Signature
                        
                        Title
                        
                        Date/s/
      Lau San
                        
                        Chief
      Executive Officer and Chairman
                        
                        July
      27, 2010Lau
      San/s/
      Chen Guocheng
                        
                        Chief
      Financial Officer and Director
                        
                        July
      27, 2010Chen
      Guochen/s/
      Liu Jingdong
                        
                        President
      and Director
                        
                        July
      27, 2010Liu
      Jingdong/s/
      Changfu Wang
                        
                        Director
                        
                        July
      27, 2010Changfu
      Wang/s/ Dr. Baoyun
      Qiao
                        
                        Director
                        
                        July
      27, 2010Dr.
      Baoyun Qiao