UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K




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





o
            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.  o




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. o





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  o









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.  o





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 o
            Accelerated
      filer o
            Non-accelerated
      filer o
            Smaller
      reporting company ý




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




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




2





TABLE OF
CONTENTS





PART
      I
            4Item
      1.
            Business
            4Item
      1A.
            Risk
      FactorsItem
      1B.
            Unresolved
      Staff CommentsItem
      2.
            Properties
            8Item
      3.
            Legal
      Proceedings
            8Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            8PART
      II
            9Item
      5.
            Market
      For Registrant's Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
            9Item
      6.
            Selected
      Financial Data
            10Item
      7.
            Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
            10Item 7A.
            Quantitative
      and Qualitative Disclosures About Market Risk
            17Item
      8.
            Financial
      Statements and Supplementary Data
            17Item
      9.
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
            17Item 9A.
            Controls
      and Procedures
            17Item 9B.
            Other
      Information
            18PART
      III
            19Item
      10.
            Directors
      and Executive Officers of the Registrant
            19Item
      11.
            Executive
      Compensation
            21Item
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            22Item
      13.
            Certain
      Relationships and Related Transactions
            22Item
      14.
            Principal
      Accounting Fees and Services
            23PART
      IV
            25Item
      15.
            Exhibits
            25




3




PART
I






ITEM
1.  BUSINESS




History





References
in this Form 10-K to the “Company,” “we,” “our” and “us” refer to China
Tractor Holding, Inc. and our consolidated subsidiaries.





We were
incorporated in the state of Delaware on April 13, 2004 as Royaltech Corp., with
our principal place of business in Montreal, Quebec, Canada.  At that
time, we were a developmental stage company in the business of the development,
manufacturing and marketing of biotech products.  In September 2008,
we consummated a share exchange with Densen Equipment Ltd., whereby we acquired
all the assets of Densen Equipment Ltd. in exchange for approximately 91.3% of
our common stock.





As a
result of the share exchange with Densen Equipment Ltd., Densen Machinery
Investment Limited, a Hong Kong limited corporation ("Densen Machinery"), became
our wholly-owned subsidiary. In June 2005, Densen Machinery invested an
aggregate of $15,180,000 to establish Changchun Densen Agricultural Machinery
Equipment Co., Ltd. (“Changchun Densen”). Changchun Densen commenced operations
on September 27, 2005 and is engaged in the research, development and production
of low-speed vehicles, including tractors and construction machinery. Changchun
Densen acquired certain trademark rights from Changchun Tractor (Group) Co.,
Ltd. on January 9, 2007 for a 3% equity interest in Densen Machinery. Changchun
Densen changed its corporate name to Changchun Densen Changtuo Agricultural
Machinery Equipment Co., Ltd. On November 20, 2007, Changchun Densen and
State-owned Assets Supervision and Administration Commission of Changchun (the
“Commission”) started a joint venture to establish Chang Tuo Agricultural
Machinery Equipment Group Co., Ltd. (“Chang Tuo”).  Up until December
1, 2009, the business operation of Chang Tuo was the sole business of the
Company.





On
December 1, 2009, the Company entered into a letter of intent to transfer all
shares owned by the Company in Chang Tuo to the Commission. As a result, on
December 1, 2009, the Company lost control over Chang Tuo as the Commission took
over Chang Tuo’s management and operations. Accordingly, Chang Tuo is reported
as a discontinued operation in accordance with ASC 205-20.  The shares
of Chang Tuo will be sold to the Commission at the price of approximately
$9,799,333 (RMB67,000,000). The transfer of the shares is expected to be
completed on or about May 1, 2010.





Description
of Business





We currently do not have any
operations.  Upon the closing of the transfer of the shares in Chang
Tuo, to be completed on or about May 1, 2010, we expect to receive a sum of
$9,799,333.  Management has not yet decided on the future
plans.





Reports
to Security Holders




We file
reports with the Securities and Exchange Commission, or SEC, including annual
reports and quarterly reports as well as other information we are required to
file pursuant to securities laws. You may read and copy materials we file with
the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site that contains reports, proxy and information statements and other
information regarding issuers that file electronically with the SEC which is
http://www.sec.gov.




4





SPECIAL
NOTE ON FORWARD LOOKING STATEMENTS




In
addition to historical information, this Annual Report on Form 10-K contains
forward looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995.  The forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to differ
materially from those reflected in such forward-looking statements. 
Factors that might cause such a difference include, but are not limited to,
those discussed in the sections entitled “Business”, “Risk Factors”, and
“Management’s Discussion and Analysis or Plan of Operation.”  Readers are
cautioned not to place undue reliance on these forward-looking statements, which
reflect management’s opinions only as of the date thereof.  We undertake no
obligation to revise or publicly release the results of any revision of these
forward-looking statements.  Readers should carefully review the risk
factors described in this Annual Report and in other documents that we file from
time to time with the Securities and Exchange Commission.




In
some cases, you can identify forward-looking statements by terminology such as
“may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,”
“estimates,” “predicts,” “potential,” “proposed,” “intended,” or “continue” or
the negative of these terms or other comparable terminology. You should read
statements that contain these words carefully, because they discuss our
expectations about our future operating results or our future financial
condition or state other “forward-looking” information. There may be events in
the future that we are not able to accurately predict or control. You should be
aware that the occurrence of any of the events described in these risk factors
and elsewhere in this Annual Report could substantially harm our business,
results of operations and financial condition, and that upon the occurrence of
any of these events, the trading price of our securities could decline. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, growth rates, levels of
activity, performance or achievements.





Except
as required by applicable law, including the securities laws of the United
States, we do not intend to update any of the forward-looking statements to
conform these statements to actual results. The following discussion should be
read in conjunction with our financial statements and the related notes that
appear elsewhere in this report.





We
cannot give any guarantee that these plans, intentions or expectations will be
achieved. All forward-looking statements involve risks and uncertainties, and
actual results may differ materially from those discussed in the forward-looking
statements as a result of various factors, including those factors described in
the “Risk Factors” section of this Annual Report.





RISKS
ASSOCIATED WITH INVESTING IN OUR COMMON STOCK





There
can be no assurance that an established trading market will
develop.





Although
quotations for our common stock appear on the OTC Bulletin Board, the absence of
a large trading volume in the common stock indicates there is no established
trading market for the common stock. We can provide no assurance an established
trading market will develop in the future or that you will be able to sell all
or any portion of the holdings when you choose.




If
a trading market for our common stock does develop, trading prices may be
volatile and sporadic, which could depress the market price of our common stock
and make it difficult for our stockholders to resell their shares.




In the
event a trading market develops, the market price of our common stock may be
based on factors that may not be indicative of future market performance.
Consequently, the market price of our common stock may vary greatly. If a market
for our common stock develops, there is a significant risk our stock price may
fluctuate dramatically in the future in response to any of the following
factors, some of which are beyond our control:




5





·
            variations
      in our quarterly operating results;


·
            announcements
      that our revenue or income/loss levels are below analysts'
      expectations;


·
            general
      economic slowdowns;


·
            changes
      in market valuations of similar
companies;


·
            announcements
      by us or our competitors of significant contracts;
  or


·
            acquisitions,
      strategic partnerships, joint ventures or capital
    commitments.




This
volatility could depress the market price of our common stock for reasons
unrelated to operating performance. Moreover, the OTC Bulletin Board is not a
stock exchange, and trading of securities on the OTC Bulletin Board is often
more sporadic than trading of securities listed on a quotation system like
Nasdaq or a stock exchange like the American Stock Exchange. Accordingly, our
stockholders may have difficulty reselling any of their shares.




There is no
assurance our common stock will remain on the OTC Bulletin
Board.





In order
to maintain the quotation of our common stock on the OTC Bulletin Board, we must
remain a reporting company under the Securities Exchange Act of 1934. It is
possible our common stock could be removed from the OTC Bulletin Board and be
traded on the Pink Sheets. In either venue, an investor may find it difficult to
obtain accurate quotations as to the market value of the common stock. In
addition, if we fail to meet the criteria set forth in SEC regulations, various
requirements would be imposed by law on broker-dealers who sell our securities
to persons other than established customers and accredited investors.
Consequently, such regulations may deter broker-dealers from recommending or
selling our common stock, which may further affect its liquidity. This would
also make it more difficult for us to raise additional capital.




We
are subject to the reporting requirements of the federal securities
laws.





We are a
public reporting company in the United States and, accordingly, subject to the
information and reporting requirements of the Securities Exchange Act of 1934
and other federal securities laws, and the compliance obligations of the
Sarbanes-Oxley Act. The costs of preparing and filing annual and quarterly
reports and other information with the SEC will cause our expenses to be higher
than they would be if we were a privately-held company. We are also required to
prepare our financial statements in accordance with US GAAP, which further
increases our operating expenses.





We
have no dividend history and have no intention to pay dividends in the
foreseeable future.





We have
never paid dividends on or in connection with any class of our common stock and
do not intend to pay any dividends to common stockholders for the foreseeable
future.





Our
officers, directors and principal stockholders own approximately 85% of our
outstanding shares of common stock, allowing these stockholders to control
matters requiring approval of our stockholders.





All of
our officers and directors as a group own, in the aggregate, approximately 61.4%
of our outstanding shares of common stock, giving them such concentrated control
reduces your ability to influence the direction of the company and may adversely
affect the price of our common stock. Control over matters requiring approval by
our security holders, including the election of directors.




Trading
of our stock may be restricted by the SEC’s penny stock regulations and FINRA’s
sales practice requirements, which may limit a stockholder’s ability to buy and
sell our stock.




6




Our stock
is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9
which generally defines “penny stock” to be any equity security that has a
market price (as defined) less than $5.00 per share or an exercise price of less
than $5.00 per share, subject to certain exceptions. Our securities are covered
by the penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
“accredited investors”. The term “accredited investor” refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the SEC which
provides information about penny stocks and the nature and level of risks in the
penny stock market. The broker-dealer also must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction and monthly account
statements showing the market value of each penny stock held in the customer’s
account. The bid and offer quotations, and the broker-dealer and salesperson
compensation information, must be given to the customer orally or in writing
prior to effecting the transaction and must be given to the customer in writing
before or with the customer’s confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from
these rules, the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchaser’s written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe the penny stock rules discourage investor interest in,
and limit the marketability of, our common stock.




Financial
Industry Regulatory Authority (FINRA) sales practice requirements may also limit
a stockholder’s ability to buy and sell our stock.




In
addition to the “penny stock” rules promulgated by the Securities and Exchange
Commission (see above for a discussion of penny stock rules), FINRA rules
require that in recommending an investment to a customer, a broker-dealer must
have reasonable grounds for believing the investment is suitable for that
customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer’s financial status, tax status, investment
objectives and other information. Under interpretations of these rules, FINRA
believes there is a high probability that speculative low priced securities will
not be suitable for at least some customers. FINRA requirements make it more
difficult for broker-dealers to recommend their customers buy our common stock,
which may limit your ability to buy and sell our stock, which could have an
adverse effect on the market price for our shares and on your ability to dispose
of your securities.




7





ITEM 2. DESCRIPTION OF
PROPERTY




None.





ITEM 3. LEGAL PROCEEDINGS




From time
to time, we may become involved in various lawsuits and legal proceedings that
arise in the ordinary course of business. However, litigation is subject to
inherent uncertainties, and an adverse result in these or other matters may
arise from time to time that may harm our business. We are currently not aware
of any such legal proceedings or claims that we believe will have a material
adverse affect on our business, financial condition or operating
results.





ITEM 4. Reserved




8




PART
II




ITEM
      5.  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES





(a)Market
Information. The following
chart sets forth the closing high and low sales prices of our common stock for
each quarter from January 1, 2007 through December 31,
2009.




High
            
            
            Low2010
      First Quarter
            
            $
            0.10
            
            
            $
            0.102009 by
      QuarterJanuary
      1 - March 31
            
            $
            1.80
            
            
            
            1.20April
      1 - June 30
            
            $
            1.20
            
            
            
            1.20July
      1 - September 30*
            
            $
            1.20
            
            
            
            .75October
      1 - December 31*
            
            $
            1.31
            
            
            
            0.452008 by
      QuarterJanuary
      1 - March 31
            
            $
            1.80
            
            
            
            1.20April
      1 - June 30
            
            $
            1.20
            
            
            
            1.20July
      1 - September 30*
            
            $
            1.20
            
            
            
            .75October
      1 - December 31*
            
            $
            1.31
            
            
            
            0.45





* A
reverse split of one for fifteen was effected on August 12, 2008.





1
            Our
      common stock received approval to be quoted on the OTC Bulletin Board on
      June 21, 2007.





On April
15, 2010, the closing price for shares of our common stock, as reported by the
Over-the-Counter Bulletin Board, was $0.10.





No
prediction can be made as to the effect, if any, that future sales of shares of
our common stock or the availability of our common stock for future sale will
have on the market price of our common stock prevailing from time-to-time. The
registration of additional shares of our common stock and the sale of
substantial amounts of our common stock in the public market could adversely
affect the prevailing market price of our common stock.





(b) Record
Holders. As of April 9, 2010, there were 123 registered holders of our
common stock. As of April 9, 2010, there were 18,340,539 shares of common stock
issued and outstanding.





(c) Dividends.
We have not paid dividends on our common stock in the past and do not anticipate
doing so in the foreseeable future. We currently intend to retain future
earnings, if any, to fund the development and growth of our business. In
addition, the Loan and Security Agreement with Access Capital requires that we
obtain their consent prior to paying any dividends.




(d) Sales of
Unregistered Securities




During
the period covered by this report we did not issue any other securities that
were not registered under the Securities Act of 1933, as amended, except as
previously disclosed in a quarterly report on Form 10-Q or a current report on
Form 8-K.




9




ITEM
6. SELECTED FINANCIAL DATA




We are a
“smaller reporting company” as defined by Regulation S-K and as such, are not
providing the information contained in this item pursuant to Regulation
S-K.





ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS




The
following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our financial statements and notes
thereto and the other financial information included elsewhere in this
report.




Note on Forward Looking
Statements




This yearly report on Form 10-K includes and incorporates by reference
“forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934
with respect to our financial condition, results of operations, plans,
objectives, future performance and business, which are usually identified by the
use of words such as “will,” “may,” “anticipates,” “believes,” “estimates,”
“expects,” “projects,” “plans,” “predicts,” “continues,” “intends,” “should,”
“would,” or similar expressions. We intend for these forward-looking statements
to be covered by the safe harbor provisions for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995, and are
including this statement for purposes of complying with these safe harbor
provisions.




These forward-looking statements reflect our current views and expectations
about our plans, strategies and prospects, which are based on the information
currently available and on current assumptions.




We cannot give any guarantee that these plans, intentions or expectations will
be achieved. Investors are cautioned that all forward-looking statements involve
risks and uncertainties, and actual results may differ materially from those
discussed in the forward-looking statements as a result of various factors,
including those Risk Factors set forth in our Form 8-K filed with the SEC on
September 15, 2008. Listed below and discussed elsewhere in this yearly report
are some important risks, uncertainties and contingencies that could cause our
actual results, performances or achievements to be materially different from the
forward-looking statements included in this yearly report. These risks,
uncertainties and contingencies include, but are not limited to, the
following:




You
should read this document with the understanding that our actual future results
may be materially different from what we expect. We may not update these
forward-looking statements, even though our situation may change in the future.
We qualify all of our forward-looking statements by these cautionary
statements.




History





We are a
Delaware Corporation incorporated on April 13, 2004 under the name Royaltech
Corp. From inception to September 2008, we were a developmental stage company
focused on developing and manufacturing clinical diagnostic kits in the People’s
Republic of China (“PRC”). From inception to September 2008, we had not
manufactured or sold any products, and had limited operating
history.





On
September 9, 2008, we entered into a share exchange agreement with by Densen
Equipment Ltd. (“DEL”), which resulted in a change of control. For acquiring all
the assets of DEL, the former shareholders of DEL acquired over 90% of the
issued and outstanding shares of our common stock. The former officers and
directors of DEL were also appointed to serve as our officers and directors.
Following the acquisition of these assets, we changed our corporate name to
China Tractor Holdings, Inc. and our business is focused on the research,
production, and sales of low-speed vehicles, tractors and construction machinery
in the PRC, through our wholly owned subsidiary, Densen Machinery Investment
Limited, incorporated in Hong Kong in April 2005 ("Densen Machinery"). For
further details regarding the share exchange transaction with DEL, please see
our Current Report on Form 8-K, filed with the SEC on September 15,
2008.




10





Up until
December 1, 2009 Our corporate structure is summarized in the chart below and
the accompanying summary:











On
December 1, 2009, the Company entered into a letter of intent to transfer all
shares owned by the Company in Chang Tuo to the Commission. As a result, on
December 1, 2009, the Company lost control over Chang Tuo as the Commission has
taken over its management and operations. Accordingly, Chang Tuo is reported as
a discontinued operation in accordance with ASC 205-20.  The shares of
Chang Tuo will be sold to the Commission at the price of approximately
$9,799,333 (RMB67,000,000). The transfer of the shares is expected to be
completed on or about May 1, 2010.





After the
completion of the transaction, the Company will have no substantial business
operations until it enters a new industry through merger or acquires other
operational entities.   As a direct result of the incident, the
Company has experienced significant operating losses for the year ended December
31, 2009.  The discontinued operation and the ensuing operating losses
raises substantial doubt as to the Company's ability to continue as a going
concern.  Management is attempting to evaluate other potential
industries to enter.





Overview





At the
present time, our business is solely comprised of the business of our
wholly-owned subsidiary, Densen Machinery. Densen Machinery invested $15,180,000
to establish Changchun Densen Agricultural Machinery Equipment Co., Ltd.
(“Changchun Densen”) on September 2005. Changchun Densen is engaged in the
research and development and production of low-speed vehicles, tractors and
construction machinery. In November 2007, Changchun Densen and SOASACC entered
into a joint venture to establish Chang Tuo Chang Tuo to put itself in a better
position in the marketplace. As of September 30, 2008, the total registered
capital of Chang Tuo was RMB200,000,000 ($29.3 million) and was engaged in the
research, development, production, and sale of low-speed vehicles, tractors and
construction machineries, and sales of agricultural machineries and
accessories.





Densen
Machinery is a recipient of subsidies and tax incentives from the Chinese
government as part of its plan to promote the development of agriculture in the
northeast regions of China. The major markets for our products are located
mainly in the provinces of Jilin, Liaoning, Heilongjiang and Shandong. For the
changing of our business operation strategy, ownership in Chang Tuo will be
wholly transferred in a nearly future, we’ve reported Chang Tuo as discontinued
operation in our financial statement at the year ended December 31,
2009.




11




Critical
Accounting Policies and Estimates





The
preparation of consolidated financial statements in conformity with generally
accepted accounting principles in the United States (“US GAAP”) requires us to
make estimates and judgments that affect our reported assets, liabilities,
revenues, and expenses, and the disclosure of contingent assets and liabilities.
We base our estimates and judgments on historical experience and on various
other assumptions we believe to be reasonable under the circumstances. Future
events, however, may differ markedly from our current expectations and
assumptions. While there are a number of significant accounting policies
affecting our consolidated financial statements, we believe the following
critical accounting policies involve the most complex, difficult and subjective
estimates and judgments: allowance for doubtful accounts; income taxes; and
asset impairment.





Revenue
Recognition





In
accordance with US GAAP, revenue is recognized only when the price is fixed or
determinable, persuasive evidence of an arrangement exists, the service is
performed, and collection of the resulting receivable is reasonably
assured.





Revenue
is recognized at the date of shipment to customers when a formal arrangement
exists, the price is fixed or determinable, the delivery is completed, no other
significant obligations of the Company exist and collect ability is reasonably
assured. Payments received before all of the relevant criteria for revenue
recognition are satisfied are recorded as advances from customers. Please see
Note 1 of our financial statements.





Allowance
for doubtful accounts




We
maintain an allowance for doubtful accounts to reduce trade receivable amounts
to their estimated realizable value. A judgment is required when we assess the
realization of accounts receivables, including assessing the probability of
collection and the current credit-worthiness of each customer. If the financial
condition of our customers were to deteriorate, resulting in an impairment of
their ability to make payments, an additional provision for doubtful accounts
could be required.. In estimating the provision for doubtful accounts, we
consider:




(i)
            the
      aging of the accounts receivable;




(ii)
            trends
      within and ratios involving the age of the accounts
      receivable;




(iii)
            the
      customer mix in each of the aging categories and the nature of the
      receivable;




(iv)
            our
      historical provision for doubtful
accounts;




(v)
            the
      credit worthiness of the customer;




(vi)
            the
      economic conditions of the customer’s industry as well as general economic
      conditions, among other factors.





Income
taxes




We
account for income taxes in accordance with ASC 740 “Income Taxes”, previously
SFAS No. 109, which prescribes the use of the liability method. Under this
method, deferred tax assets and liabilities are recognized for the future tax
consequences attributable to temporary differences between the financial
statement carrying amounts and the tax basis of assets and liabilities. Deferred
tax assets and liabilities are measured using the enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. We then assess the likelihood that our
deferred tax assets will be recovered from future taxable income and to the
extent we believe that recovery is not likely, we establish a valuation
allowance. To the extent we establish a valuation allowance, or increase or
decrease this allowance in a period, we increase or decrease our income tax
provision in our statement of operations. If any of our estimates of our prior
period taxable income or loss prove to be incorrect, material differences could
impact the amount and timing of income tax benefits or payments for any period.
In addition, as a result of the significant change in the Company’s ownership,
the Company's future use of its existing net operating losses may be
limited.




12





We are
subject to numerous domestic and foreign tax jurisdictions and tax agreements
and treaties among the various taxing authorities. Our operations in these
jurisdictions are taxed on various bases: income before taxes, deemed profits
and withholding taxes based on revenue. The calculation of our tax liabilities
involves consideration of uncertainties in the application and interpretation of
complex tax regulations in a multitude of jurisdictions across our global
operations.





We
recognize potential liabilities and record tax liabilities for anticipated tax
audit issues in the U.S. and other tax jurisdictions based on our estimate of
whether, and the extent to which, additional taxes will be due. The tax
liabilities are reflected net of realized tax loss carry forwards. We adjust
these reserves upon specific events; however, due to the complexity of some of
these uncertainties, the ultimate resolution may result in a payment that is
different from our current estimate of the tax liabilities. If our estimate of
tax liabilities proves to be less than the ultimate assessment, an additional
charge to expense would result. If payment of these amounts ultimately proves to
be less than the recorded amounts, the reversal of the liabilities would result
in tax benefits being recognized in the period when the contingency has been
resolved and the liabilities are no longer necessary.





Changes
in tax laws, regulations, agreements and treaties, foreign currency exchange
restrictions or our level of operations or profitability in each taxing
jurisdiction could have an impact upon the amount of income taxes that we
provide during any given year.





Asset
Impairment




We
periodically evaluate the carrying value of other long-lived assets, including,
but not limited to, property and equipment and intangible assets, when events
and circumstances warrant such a review. The carrying value of a long-lived
asset is considered impaired when the anticipated undiscounted cash flows from
such asset is less than its carrying value. In that event, a loss is recognized
based on the amount by which the carrying value exceeds the fair value of the
long-lived asset. Fair value is determined primarily using the anticipated cash
flows discounted at a rate commensurate with the risk involved. Significant
estimates are utilized to calculate expected future cash flows utilized in
impairment analyses. We also utilize judgment to determine other factors within
fair value analyses, including the applicable discount rate.





Results
of Operations for the years ended December 31, 2009 and 2008





CHINA
TRACTOR HOLDINGS, INC.


CONSOLIDATED
STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE GAINS/LOSS


YEARS
ENDED DECEMBER 31, 2009 AND 2008


2009
            
            
            
            2008
            
            
            
            ChangeAmount
            
            
            
            %Net
      revenue
            
            
            
            $
            18,991
            
            
            
            $
            191,191
            
            
            
            $
            (172,200
            )
            
            
            
            (90
            %)Cost
      of sales
            
            
            
            
            (159,058
            )
            
            
            
            (70,313
            )
            
            
            
            (88,745
            )
            
            
            
            126
            %Gross
      profit/(loss)
            
            
            
            
            (140,067
            )
            
            
            
            120,878
            
            
            
            
            (260,945
            )
            
            
            
            (216
            %)Operating
      expenses:Selling
      and general and administrative expenses
            
            
            
            (349,539
            )
            
            
            
            (211,149
            )
            
            
            
            (138,390
            )
            
            
            
            66
            %Impairment
      loss of assets
            
            
            
            
            
            
            
            
            
            (2,543
            )
            
            
            
            2,543
            
            
            
            
            (100
            %)(Loss)
      from operations
            
            
            
            
            (489,606
            )
            
            
            
            (92,814
            )
            
            
            
            (396,792
            )
            
            
            
            428
            %Other
      income
            
            
            
            
            966
            
            
            
            
            117,697
            
            
            
            
            (116,731
            )
            
            
            
            (99
            %)Income/(loss)
      before income taxes
            
            
            
            
            (488,640
            )
            
            
            
            24,883
            
            
            
            
            (513,523
            )
            
            
            
            (2,064
            %)Discontinued
      operations, net of tax
            
            
            
            
            (3,328,549
            )
            
            
            
            1,481,203
            
            
            
            
            (4,809,752
            )
            
            
            
            (325
            %)Net
      income/(loss)
            
            
            
            
            (3,817,189
            )
            
            
            
            1,506,086
            
            
            
            
            (5,323,275
            )
            
            
            
            (353
            %)Net
      income/(loss) attributable to noncontrolling interest
            
            
            
            
            114,516
            
            
            
            
            (800,299
            )
            
            
            
            914,815
            
            
            
            
            (114
            %)Net
      Income/(loss) attributable to China Tractor Holdings, Inc.
            
            
            
            
            (3,702,673
            )
            
            
            
            705,787
            
            
            
            
            (4,408,460
            )
            
            
            
            (625
            %)Other
      comprehensive income/(loss)
            
            
            
            
            39,701
            
            
            
            
            943,830
            
            
            
            
            (904,129
            )
            
            
            
            (96
            %)Comprehensive
      income/(loss)
            
            
            
            
            (3,662,972
            )
            
            
            
            1,649,617
            
            
            
            
            (5,312,589
            )
            
            
            
            (322
            %)Comprehensive
      (loss) attributable to  noncontrolling interest
            
            
            
            (1,203
            )
            
            
            
            (77,369
            )
            
            
            
            (76,166
            )
            
            
            
            (98
            %)Net
      profit/(loss) attributable to stockholders
            
            
            $
            (3,664,175
            )
            
            
            $
            1,572,248
            
            
            
            
            (5,236,423
            )
            
            
            
            (342
            %)




13




Revenue





Revenue
for the year ended December 31, 2009 was $18,991, compared to $191,191 for 2008,
a decrease of $172,200 or 90%. The decrease mainly resulted from Densen
transfering its operation to Chang Tuo in 2008, and the decline in its business
operations in 2009. In 2007, we established Chang Tuo with SOASACC and
transferred all business operations to Chang Tuo in 2008, resulting in almost
all finished tractors and raw materials being sold by Chang Tuo in 2009. In
2009, Densen primarily played a management role.





Cost
of sales





Cost of
sales for the year ended December 31, 2009 increased to $159,058 from $70,313
for 2008, an increase of $88,745 or 126%.  The increase is resulted
from the impairment loss of raw materials. The cost of sales for the year 2009
included $16,939 from sales of raw materials and $142,119 from impairment loss
of inventory.





Gross
profit (loss)





The gross
loss for 2009 was $140,067, a decrease of $260,945 or 216% compared to gross
profit of $120,878 for 2008.  The decrease is due to no business
operation and all revenue was resulted from the sales of out-of-date raw
materials in 2009.  The cost of sales for year 2009 included $16,939
from sales of raw materials and $142,119 from impairment loss of
inventory.





Selling,
general and administrative expenses





Selling,
general and administrative expenses increased to $349,538 in 2009 from $211,149
in 2008, an increase of $138,389 or 66%.  The increase
generally resulted from the increase of agency fee, which is $207,139 and
$52,562 respectively for the years ended December 31, 2009 and 2008. Agency fee
mainly includes audit fees.





Provision
for impairment of assets





The
provision for impairment of assets in 2008 represents the provision for accounts
receivable of $2,543.




14





Other
income/(expenses)-net





Other
income-net for 2009 was $966, compared to $117,697 for 2008. Other income for
2009 mainly consisted of subsidies from governments for international business
development of $2,924 while other expenses mainly consisted of interest. Other
income for the year ended December 31, 2009 mainly consisted of subsidies from
governments for agricultural machinery manufacturers of $71,816.





Non-controlling
interest





Non-controlling
interest resulted in loss of $113,313 and gain of $877,668 for 2009 and 2008
respectively, representing the 3% minority interest of Changchun Tractor in
Densen.





Other
comprehensive income





Other
comprehensive loss in 2009 was $39,701 compared to comprehensive income of
$943,830 in 2008. It represents the foreign currency translation income resulted
from appreciation of RMB against the US dollar.





Net
income/(loss)





Net loss
in the year ended December 31, 2009 was $3,664,175, compared to net income of
$1,572,248 in 2008. This mainly resulted from discontinued operations of Chang
Tuo. Subsidy income in Chang Tuo for the years ended December 31, 2009 and 2008
was $5,847 and $871,845 respectively. Interest expense in Chang Tuo for the
years ended December 31, 2009 and 2008 was $741,136 and $11,274 respectively. In
addition, loss on disposal of operations of Chang Tuo was $3,264,057 in
2009.





Liquidity
and Capital Resources





China
Tractor generally finances its operations from short-term loans from
domestic banks. As of December 31, 2009, we had cash and cash
equivalents of $15,967 which represented an increase of $15,549 from
$418 as of December 31, 2008.





Operating
Activities





The net
cash provided in operating activities in 2009 was $1,154,073 compared to
net cash used in operating activities was $1,641,809 in 2008. The net cash
inflow from operating activities in 2009 was mainly due to the decrease in
receivable from sale of discontinued operation of $1,030,412.





Investing
Activities





Net cash
used for investing activities amounted to $5,776,160 in 2009, primarily due
to increase in payments for construction in progress.





Financing
Activities





Net cash
provided by financing activities was $2,658,891 in the year ended
December 31, 2009 which included an inflow by short-term loans; a net
inflow from related party borrowings of $612,383 and a net inflow from third
party borrowings of $1,315,613.





Going
forward, over the next 12 months, China Tractor intends to continue to rely
on short-term loans to fund its operational cash needs.





15





Inflation





In the
opinion of management, inflation has not had a material effect on the Company's
financial condition or results of its operations.





Trends
and uncertainties





The
consolidated financial statements of the Company have been prepared in
accordance with US GAAP assuming the Company will continue as a going concern.
Under that assumption, it is expected that assets will be realized and
liabilities will be satisfied in the normal course of business. On December 1,
2009, the Company signed a letter of intent to transfer all shares owned by the
Company in Chang Tuo to SOASACC.  After the completion of the
transaction, the Company will have no substantial business operations until it
enters a new industry through merger or acquisition of other operating
entities.  As a direct result of this transfer of ownership, the
Company has experienced significant operating losses for the year ended December
31, 2009.  The discontinued operation and the ensuing operating losses
raise substantial doubt as to the Company's ability to continue as a going
concern.  Management is attempting to evaluate other potential
industries to enter.





Off-Balance
Sheet Arrangements





We had no
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on the Company’s financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources, that are material to investors at
December 31, 2009 or 2008.




16





ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




We are a
“smaller reporting company” as defined by Regulation S-K and as such, are not
providing the information contained in this item pursuant to Regulation
S-K.




ITEM
8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




Our
Consolidated Financial Statements and Notes thereto and the report of Goldman
Parks Kurland Mohidin LLP, our independent registered public accounting firm,
are set forth on pages F-1 through F-22 of this Report.




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




None


.


ITEM
9A. CONTROLS AND PROCEDURES




Evaluation
of controls and procedures.




As of the
end of the period covered by this Annual Report, the Company’s management, with
the participation of the Company’s Chief Executive Officer and Chief Financial
Officer (“the Certifying Officers”), conducted evaluations of the Company’s
disclosure controls and procedures. As defined under Sections 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), the term “disclosure controls and procedures” means controls and other
procedures of an issuer that are designed to ensure that information required to
be disclosed by the issuer in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Commission’s rules and forms. Disclosure controls and
procedures include without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer’s management, including the Certifying Officers, to allow timely
decisions regarding required disclosures. Based on this evaluation, the
Certifying Officers have concluded that the Company’s disclosure controls and
procedures were not effective to ensure that material information is recorded,
processed, summarized and reported by management of the Company on a timely
basis in order to comply with the Company’s disclosure obligations under the
Exchange Act and the rules and regulations promulgated thereunder due to
material weaknesses in its internal control over financial reported as described
below.  In addition, disclosure controls and procedures were not
effective because management requires a better understanding of its disclosure
obligations under the Exchange Act.





Management’s
Report on Internal Controls Over Financial Reporting.




Our Chief
Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), are responsible
for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Rule 13a-15(f) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)




Internal
control over financial reporting is promulgated under the Exchange Act as a
process designed by, or under the supervision of, our CEO and CFO and effected
by our board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles and includes those policies and procedures
that:


·
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of our
      assets;


17


·
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of our management and
      directors; and





·
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition or disposition of our assets that could have a
      material effect on the financial
statements.




Readers
are cautioned that internal control over financial reporting, no matter how well
designed, has inherent limitations and may not prevent or detect misstatements.
Therefore, even effective internal control over financial reporting can only
provide reasonable assurance with respect to the financial statement preparation
and presentation.




Our
management, under the supervision and with the participation of our CEO and CFO,
has evaluated the effectiveness of our disclosure controls and procedures and
internal controls over financial reporting as defined in Exchange Act Rules
13a-15(e) and (f) and 15d-15(e) and (f) as of the end of the period covered by
this Report based upon the framework in Internal Control—Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Based on such evaluation, our management has made an assessment that our
internal control over financial reporting is not effective as of December 31,
2009 for the following reasons:





a.
            Our
      internal accounting staff do not have sufficient U.S. GAAP knowledge and
      experiences


b.
            Our
      senior financial staff lacks knowledge of internal control obligations,
      including Section 404


c.
            The
      audit committee oversight was not effective in
  2009.





We plan
to take the following steps to remediate the significant deficiencies in
internal control over financial reporting that are identified
above.





a.     Hire
a senior accounting staff who has experiences in U.S. GAAP and SOX 404 to
oversee the financial reporting process in order to ensure the Company’s
compliance with U.S. GAAP and security laws.


b.     Provide
training to accounting staff on U.S. GAAP





This
annual report does not include an attestation report of the company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the company to provide only management’s report
in this annual report.





Changes
in internal control over financial reporting.




No
significant changes were made in our internal control over financial reporting
during the Company’s fourth quarter of 2009 that have materially affected, or
are reasonably likely to materially affect, the Company’s internal control over
financial reporting.




ITEM 9B. OTHER INFORMATION





Not
applicable.




18




PART
III





ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.





The
following table sets forth the names and ages of our current directors and
executive officers, the principal offices and positions with us held by each
person and the date such person became a director or executive officer. Each
year the stockholders elect the members of our Board of Directors


The
following sets forth the name and position of each of our current executive
officers and directors.





Name
            
            Age
            
            TitleLau
      San
            
            58
            
            CEO,
      ChairmanLiu
      Jingdong
            
            33
            
            President,
      DirectorChen
      Guocheng
            
            46
            
            CFO,
      DirectorChangfu
      Wang
            
            68
            
            Independent
      DirectorDr.
      Baoyun Qiao
            
            44
            
            Independent
      Director




LAU San Chairman of the Board
of Directors and Chief Executive Officer. Mr. Lau became our Chairman and Chief
Executive Officer on September 9, 2008, upon consummation of our share exchange
with Densen. Mr. Lau is the founder of Densen and Changchun Densen, and served
as Chairman of these two companies since their inception in 2005. From 1992 to
2005, Mr. Lau was mainly engaged in real estate development through Densen
Investment Co., Ltd., which was established in December 1991. In 2003, Mr. Lau
was elected as member of the Chinese People's Political Consultative Conference
of Heilongjiang Province Vice President of the Overseas Friendship Association
of Heilongjiang Province and Vice President of the Federation of Chinese
Businessmen. Mr. Lau graduated from University of Heilongjiang, with a Masters
degree in Law.





Jingdong LIU President
and Director. Mr. Liu became President and Director on September 9, 2008, upon
consummation of our share exchange with Densen. Mr. Liu has been the President
of Changchun Densen since its inception in 2005, and is in charge of purchasing
and sales management. Mr. Liu graduated with a Bachelor of Economic Management
from the North York University of Canada in 2004. Mr. Jingdong Liu is the son of
Mr. Lau San.





Guocheng CHEN Chief
Financial Officer and Director. Mr. Chen became a Director and our
Chief Financial Officer on September 9, 2008, upon consummation of our share
exchange with Densen. Mr. Chen has been the Chief Financial Officer of Changchun
Densen since October 2005. He has 25 years experience in corporate accounting
and finance. From 2001 to October 2005, he served as the Chief Financial Officer
of Changchun Dahe Company, a Hong Kong listed company. From 1984 to 2001, Mr.
Chen worked for Shulan Mining Bureau, and held the positions of Financial
Controller, Chief Financial Officer, and Director of Operations. Mr. Chen
graduated with a Bachelor of Industrial Accounting from Jilin Economic Trade
College.





Changfu WANGIndependent
Director. Mr. Wang became our Independent Director on September 9, 2008, upon
consummation of our share exchange with Densen. Before joining us, Mr. Wang was
a top provincial official. He served as Vice Secretary General of Heilongjiang
provincial government from March 2003 to March 2008. During the period of 1965
to 2003, Mr. Wang was engaged in forestry resource management for Heilongjiang
provincial government and served as Director of Bureau for Main Office of
Heilongjiang Forestry Industry. Mr. Wang graduated with a Bachelor of Forestry
Industry from Northeast Forestry Industry College.





Dr. Baoyun
QIAO Independent Director. Dr. Qiao became our Independent Director
on September 9, 2008 upon consummation of our share exchange with Densen. He is
a Professor of Economics and Dean at the China Academy of Public Finance and
Policy, at the Central University of Finance and Economics since July, 2008. Dr.
Qiao graduated from Georgia State University, where he earned his Ph.D. in
economics. He has been a senior research associate of Georgia State University
since January, 2003. He has published numerous papers and his research interest
is in the area of finance, public economics, development economics and
macroeconomics as well as China’s economy. Professor Qiao has served as the Vice
President of Chinese Economist Society since 2007.




19





Code
of Conduct and Ethics





Our Board of Directors adopted a Code of Business Conduct and
Ethics.  As adopted, our Code of Business Conduct and Ethics sets
forth written standards designed to deter wrongdoing and to
promote:





·
            honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships;





·
            full,
      fair, accurate, timely and understandable disclosure in reports and
      documents we file with, or submit to, the SEC and in other public
      communications made by us;





·
            compliance
      with applicable governmental laws, rules and
  regulations;





·
            the
      prompt internal reporting of violations of the code to an appropriate
      person or persons identified in the Code;
and





·
            accountability
      for adherence to the Code.





A copy of
our Code of Business Conduct and Ethics has been filed with the SEC as an
exhibit to this report. The Code of Business Conduct and Ethics is available at
our website at www.densen.com.cn. We will provide a copy, without charge, to any
person desiring a copy of the Code of Business Conduct and Ethics, by written
request to Kalun Industrial Zone, Jiutai Economic Development Zone, Changchun
City, Jilin Province, People’s Republic of China, Attention: CTHL Corporate
Secretary.





Director
Independence





The Board
has reviewed each of the directors’ relationships with the Company in
conjunction with the definitions set out in NASDAQ Rule 4200(a)(15) and has
affirmatively determined that two of our directors, Changfu Wang and Baoyun
Qiao, are independent of management and free of any relationship that would
interfere with the independent judgment as members of the Board of Directors or
any committee thereof.




Committees
of the Board of Directors





Our Board
of Directors in its entirety acts as the audit committee, nominating committee
and compensation committee. Our Board of Directors may create an audit
committee, nominating committee and compensation committee in the future. Our
Board of Directors intends to adopt charters for these committees at such time
as the committee is created.





Section
16(a) Beneficial Ownership Reporting Compliance





Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our officers,
directors and persons who beneficially own more than 10% of a registered class
of our equity securities (“ten percent stockholders”) to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission.  Officers, directors and ten percent stockholders are charged
by the SEC regulations to furnish us with copies of all Section 16(a) forms they
file.




20




Based
solely upon a review of copies of Section 16(a) reports and representations
received by us from reporting persons, and without conducting any independent
investigation of our own, in fiscal year 2009, our officers, directors and ten
percent stockholders are in compliance with Section 16(a), except that the Form
3s filed by each of our officers and directors, Lau San, Liu Jingdong, Chen
Guochen, Wang Changfu, and Qiao Baoyun were late.





ITEM 11. EXECUTIVE
COMPENSATION.





The
following table sets forth the compensation paid by the Company for services
rendered for the past two completed fiscal years to the principal executive
officer at the end of the year ended December 31, 2008. We did not have any
officer whose cash compensation exceeded $100,000.  No equity awards
were given to our officers and directors.





SUMMARY COMPENSATION
      TABLEName and
      Principal
              Position
            
            Year
            
            Salary
              ($)
            
            Bonus
              ($)
            
            Stock
              Awards
              ($)
            
            Option
              Awards
              ($)
            
            Non-Equity
              Incentive
      Plan
              Compensation
              ($)
            
            Change
      in
              Pension Value
              and
              Nonqualified
              Deferred
              Compensation
              Earnings
              ($)
            
            All Other
              Compensation
              ($)
            
            Total
              ($)Lau
      San
            
            
            2009
            
            
            Nil
            
            
            Nil
            
            
            Nil
            
            
            Nil
            
            
            Nil
            
            
            Nil
            
            
            Nil
            
            
            NilCEO
      &
              Chairman(1)
            
            
            2008
            
            
            Nil
            
            
            Nil
            
            
            Nil
            
            
            Nil
            
            
            Nil
            
            
            Nil
              Nil
            
            
            Nil
              Nil
            
            
            Nil
              Nil




(1) Lau
San became our CEO on September 9, 2008.





Following
the share exchange and reorganization effected on September 9, 2008, we have
decided, and our Chief Executive Officer has agreed that no compensation will be
paid in 2008 and 2009.





Director
Compensation




Directors
of our company may be paid for their expenses incurred in attending each meeting
of the directors. In addition to expenses, directors may be paid a sum for
attending each meeting of the directors or may receive a stated salary as
director. No payment precludes any director from serving our company in any
other capacity and being compensated for such service. During the fiscal year
ended December 31, 2009, our compensation to our directors is set forth in the
following table.




DIRECTOR
COMPENSATION


Name
      (a)
            
            Fees
              Earned
              or Paid
              in Cash
              ($)
            
            Stock
              Awards
              ($)
            
            Option
              Awards
              ($)
            
            Non-Equity
              Incentive
      Plan
              Compensation
              ($)
            
            Non-Qualified
              Deferred
              Compensation
              Earnings
              ($)
            
            All
      Other
              Compensation
              ($)
            
            Total
      ($)Lau
      San
            
            
            0
            
            0
            
            0
            
            
            0
            
            0
            
            0
            
            
            0Liu
      Jingdong
            
            
            0
            
            0
            
            0
            
            
            0
            
            0
            
            0
            
            
            0Chen
      Guochen
            
            
            0
            
            0
            
            0
            
            
            0
            
            0
            
            0
            
            
            0Wang
      Changfu
            
            
            0
            
            0
            
            0
            
            
            0
            
            0
            
            0
            
            
            0Qiao
      Baoyun
            
            
            0
            
            0
            
            0
            
            
            0
            
            0
            
            0
            
            
            0




21




Following
the share exchange and reorganization effected on September 9, 2008, we have
decided, and our Board of Directors have agreed that no compensation will be
paid to them in 2008 and 2009.





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




The table
sets forth below certain information regarding the beneficial ownership of our
common stock, our only class of outstanding voting securities, as of April 6,
2009, based on 18,340,539 aggregate shares of common stock outstanding as of
such date, by: (i) each person who is known by us to own beneficially more than
5% of our outstanding common stock with the address of each such person, (ii)
each of our present directors and officers, and (iii) all officers and directors
as a group.





Unless
otherwise indicated, we believe all persons named in the table have sole voting
and investment power with respect to all common shares beneficially owned by
them.





Name and Address of
              Beneficial
      Owner
            
            Title, if any
            
            Amount and Nature of Beneficial
              Ownership
            
            Percentage of
              Common StockLau
      Lau San
            
            CEO
      & Chairman
            
            
            10,000,000
            
            
            54.6
            %Liu
      Jingdong
            
            President,
      Director
            
            
            1,000,000
            
            
            5.5
            %Chen
      Guocheng
            
            CFO,
      Director
            
            
            200,000
            
            
            1.1Changfu
      Wang
            
            Independent
      Director
            
            
            50,000
            
            
            *Dr.
      Baoyun Qiao
            
            Independent
      Director
            
            
            30,000
            
            
            *All
      of our officers and directors as a group (5 individuals)
            
            
            
            
            
            11,280,000
            
            
            61.4
            %





*less
than 1%




ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
PARTY TRANSACTIONS





As of
December 31, 2009 and 2008, due from related parties was summarized as
follows:





2009
            
            
            2008Lau
      San
            
            $
            284,553
            
            
            $
            -Mudanjiang
      Binjiang Garden City
            
            
            -
            
            
            
            1,900,128Total
      due from related parties
            
            $
            284,553
            
            
            $
            1,900,128




A
director of the Company, Mr. Lau San, borrowed money from the Company. These
amounts are interest-free, unsecured and repayable on demand.




22




Due to related
parties





As of
December 31, 2009 and 2008, due to related parties was summarized as
follows:





2009
            
            
            2008Lau
      San
            
            $
            -
            
            
            $
            1,005,084Changchun
      Junming Machinery Co., Ltd. (“CJMCL”)
            
            
            149,105
            
            
            
            148,734Shenzhen
      Junsheng Property Management Co., Ltd. (“SJPMCL”)
            
            
            14,626
            
            
            
            14,590Zhongji
      North Machinery Co., Ltd. (“Zhongji North”)
            
            
            409,524
            
            
            
            413,666Total
      due to related parties
            
            $
            573,255
            
            
            $
            1,582,074





The
Company borrowed from CJMCL, which is controlled by Mr. Lau San, a director of
the Company for use in operations. The loan bore no interest and the principal
is due upon demand.





The
Company borrowed from SJPMCL, which is controlled by Ms. Yang, Fengyan, Mr. Lau
San’s wife, for use in operations. The loan bore no interest and the principal
is due upon demand.





The
Company, as noncontrolling shareholder of Zhongji North, borrowed from Zhongji
North, to fund the Company’s operations.  These amounts are
interest-free, unsecured and the principal is due upon demand.





ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.





The
following table sets forth fees billed to us by our independent registered
public accounting firms during the fiscal years ended December 31, 2009 and
December 31, 2008 for: (i) services rendered for the audit of our annual
financial statements and the review of our quarterly financial statements; (ii)
services by our independent registered public accounting firms that are
reasonably related to the performance of the audit or review of our financial
statements and that are not reported as audit fees; (iii) services rendered in
connection with tax compliance, tax advice and tax planning; and (iv) all other
fees for services rendered.




December
              31,
      2009
            
            
            December
              31,
      2008Audit
      Fees
            
            $
            90,000
            
            
            $
            90,000Audit
      Related Fees
            
            $
            -
            
            
            $
            -Tax
      Fees
            
            $
            -
            
            
            $
            -All
      Other Fees
            
            $
            -
            
            
            $
            -TOTAL
            
            $
            90,000
            
            
            $
            90,000




23




Audit Committee
Policies





The Board
of Directors is solely responsible for the approval in advance of all audit and
permitted non-audit services to be provided by the independent auditors
(including the fees and other terms thereof), subject to the de minimus
exceptions for non-audit services provided by Section 10A(i)(1)(B) of the
Exchange Act, which services are subsequently approved by the Board of Directors
prior to the completion of the audit. None of the fees listed above are for
services rendered pursuant to such de minimus exceptions.




24





Part
IV





ITEM 15. EXHIBITS




ItemNumber
            
            Description(3)
            
            Articles of Incorporation and
      By-laws3.1
            
            Certificate
      of Incorporation (incorporated by reference from our Registration
      Statement on Form SB-2, filed on February 13, 2006)3.2
            
            Certificate
      of Amendment filed with the Delaware Secretary of State on July 31, 2008
      effective August 12, 2008 (incorporated by reference from our Current
      Report on Form 8-K, filed on August 12, 2008)3.3
            
            Bylaws
      (incorporated by reference from our Registration Statement on Form SB-2
      filed on February 13, 2006)(10)
            
            Material
      Contracts10.1
            
            Licensing
      Agreement dated October 2004 between Royaltech Corp. and Mr. Kang Zhang
      (incorporated by reference from our Registration Statement on Form SB-2
      filed on February 13, 2006)10.2
            
            Investment
      Agreement dated January 10, 2006 between Royaltech Corp. and Aventech
      Capital Inc. for 350,000 shares (incorporated by reference from our
      Registration Statement on Form SB-2 filed on February 13,
      2006)10.3
            
            Investment
      Agreement dated January 10, 2006 between Royaltech Corp. and Alliance PKU
      Management Consultants Ltd for 350,000 shares (incorporated by reference
      from our Registration Statement on Form SB-2 filed on February 13,
      2006)10.4
            
            Investment
      Agreement dated January 10, 2006 between Royaltech Corp. and Hong Sheng
      for 30,000 shares (incorporated by reference from our Registration
      Statement on Form SB-2 filed on February 13, 2006)10.5
            
            Form
      of Subscription Agreement (incorporated by reference from our Registration
      Statement on Form SB-2 filed on February 13, 2006)10.6
            
            Pro-Forma
      Invoice dated December 22, 2004 from China Westerprises Canada Holdings to
      Royaltech Corp. (incorporated by reference from our Registration Statement
      on Form SB-2 filed on February 13, 2006)10.7
            
            Pro-Forma
      Invoice dated August 11, 2005 from China Westerprises Canada Holdings to
      Royaltech Corp. (incorporated by reference from our Registration Statement
      on Form SB- 2 filed on February 13, 2006)10.8
            
            Share
      Exchange Agreement, entered into on September 8, 2008, by and among
      Royaltech, Densen, and the shareholders of all the outstanding shares of
      Densen. (incorporated by reference from our Current Report on Form 8-K,
      filed on September 15, 2008)10.9
            
            Stock
      Purchase Agreement, entered into on September 8, 2008, by and between
      Royaltech and FirsTrust Group Inc. (incorporated by reference from our
      Current Report on Form 8-K, filed on September 15,
2008)(21)
            
            Subsidiaries
      of the registrant21.1*
            
            List
      of Subsidiaries(31)
            
            Section 302
      Certification31.1*
            
            Certification
      of Registrant’s Chief Executive Officer pursuant to Rule
      13a-14(a)/15d-14(a) of the Securities Exchange Act of
  1934.31.2*
            
            Certification
      of Registrant’s Chief Financial Officer pursuant to Rule
      13a-14(a)/15d-14(a) of the Securities Exchange Act of
  1934.(32)
            
            Section 906
      Certification32.1*
            
            Certification
      of Registrant’s Chief Executive Officer pursuant to Rule
      13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C.
      Section 1350.32.2*
            
            Certification
      of Registrant’s Chief Financial Officer pursuant to Rule
      13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C.
      Section 1350







* filed
herewith





25




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
shareholders of China Tractor Holdings, Inc.
 
 We have
audited the consolidated statements of financial position of China Tractor
Holdings, Inc. and Subsidiaries (the “Company”) as of December 31, 2009 and 2008
and the related consolidated statements of operations and other comprehensive
income (loss), stockholders’ equity and cash flows for each of the years ended
December 31, 2009 and 2008.  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 audits.
 
 We
conducted our audits in accordance with the 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. The Company is not required to
have, nor were we engaged to perform, an audit of internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over
financial reporting. Accordingly, we express no such opinion. 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 audits provide 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 the Company as of December 31, 2009
and 2008, and the results of its operations and its cash flows for the years
then ended, in conformity with U.S. generally accepted accounting
principles.
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to the
financial statements,  the Company has incurred a loss of $3,702,673,
including loss from continuing operations of $488,640, that raises
substantial doubt about the Company’s ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
 
 
 /s/
Goldman Parks Kurland Mohidin LLP
 
 Goldman
Parks Kurland Mohidin LLP
 Encino,
California
 April 15,
2010


F-1




FINANCIAL
INFORMATION






CHINA
TRACTOR HOLDINGS, INC. CONSOLIDATED
STATEMENT OF FINANCIAL POSITION AS
OF DECEMBER 31, 2009 AND 2008


2009
              
              
              2008ASSETSCurrent
      assetsCash
      and cash equivalents
              
              $
              15,967
              
              
              $
              1,979,153Accounts
      receivable
              
              
              -
              
              
              
              2,275,976Other
      receivables, net of allowance for doubtful accounts
              
              
              53,053
              
              
              
              470,632Advance
      to suppliers
              
              
              -
              
              
              
              554,376Inventories,
      net
              
              
              -
              
              
              
              8,960,235Prepaid
      expenses
              
              
              -
              
              
              
              8,754Taxes
      recoverable
              
              
              57,952
              
              
              
              663,836Assets
      held for sale
              
              
              4,729,298
              
              
              
              -Due
      from related parties
              
              
              284,553
              
              
              
              1,900,128Total
      current assets
              
              
              5,140,823
              
              
              
              16,813,090Property,
      plant and equipment, net
              
              
              1,981
              
              
              
              21,832,068Construction
      in progress
              
              
              -
              
              
              
              600,398Intangible
      assets
              
              
              484,610
              
              
              
              553,465Land
      use right
              
              
              700,267
              
              
              
              3,071,373Land
      use right deposit
              
              
              -
              
              
              
              1,038,174Long-term
      equity investments
              
              
              392,189
              
              
              
              1,877,836Receivable
      from sale of discontinued operation
              
              
              9,799,333
              
              
              
              -Deferred
      tax asssets
              
              
              -
              
              
              
              30,394TOTAL
      ASSETS
              
              $
              16,519,203
              
              
              $
              45,816,798LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilitiesShort-term
      loans
              
              $
              731,294
              
              
              $
              4,376,878Accounts
      payable
              
              
              459,026
              
              
              
              6,628,498Advance
      from customers
              
              
              11,954
              
              
              
              282,235Salary
      payable
              
              
              26,745
              
              
              
              116,823Accrued
      expenses and other payables
              
              
              380,408
              
              
              
              718,450Borrowing
      from third parties
              
              
              1,316,328
              
              
              
              -Due
      to related parties
              
              
              573,255
              
              
              
              1,582,074Total
      current liabilities
              
              
              3,499,010
              
              
              
              13,704,958STOCKHOLDERS’
      EQUITYComon
      shares, authorized, issued and outstanding; 18,310,539 shares as of
      December 31, 2009 and 2008, par value $0.001 per share
              
              
              1,831
              
              
              
              1,831Additional
      paid-in capital
              
              
              15,183,276
              
              
              
              15,183,276Accumulated
      other comprehensive income
              
              
              2,540,091
              
              
              
              2,501,593Accumulated
      deficit
              
              
              (5,119,841
              )
              
              
              (1,417,168
              )TOTAL
      CHINA TRACTOR HOLDINGS, INC. SHAREHOLDERS' EQUITY
              
              
              12,605,357
              
              
              
              16,269,532Noncontrolling
      Interest
              
              
              414,836
              
              
              
              15,842,308TOTAL
      STOCKHOLDERS’ EQUITY
              
              
              13,020,193
              
              
              
              32,111,840TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
              
              $
              16,519,203
              
              
              $
              45,816,798


The
accompanying notes are an integral part of these consolidated financial
statements.
  F-2
 
  CHINA
TRACTOR HOLDINGS, INC. CONSOLIDATED
STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS) YEARS
ENDED DECEMBER 31, 2009 AND 2008


2009
              
              
              2008Net
      revenue
              
              $
              18,991
              
              
              $
              191,191Cost
      of sales
              
              
              (159,058
              )
              
              
              (70,313
              )Gross
      profit/(loss)
              
              
              (140,067
              )
              
              
              120,878Operating
      expenses:Sales
      and marketing expenses
              
              
              (12,435
              )
              
              
              (631
              )General
      and administrative expenses
              
              
              (337,104
              )
              
              
              (210,518
              )Provision
      for impairment of assets
              
              
              -
              
              
              
              (2,543
              )Profit/(Loss)
      from operations
              
              
              (489,606
              )
              
              
              (92,814
              )Equity
      in earnings in investee
              
              
              -
              
              
              
              26,065Government
      grant income
              
              
              2,924
              
              
              
              71,816Other
      income
              
              
              95
              
              
              
              20,083Interest
      expense
              
              
              (1,930
              )
              
              
              -Other
      expenses
              
              
              (123
              )
              
              
              (267
              )Income/(loss)
      before income taxes
              
              
              (488,640
              )
              
              
              24,883Income
      tax expenses
              
              
              -
              
              
              
              -Income/(loss)
      from continuing operations
              
              
              (488,640
              )
              
              
              24,883Discontinued
      operations, net of income taxes (including loss on disposal of $3,264,057
      in 2009)
              
              
              (3,328,549
              )
              
              
              1,481,203Net
      income/(loss)
              
              
              (3,817,189
              )
              
              
              1,506,086Less:
      Net income attributable to noncontrolling interest
              
              
              114,516
              
              
              
              (800,299
              )Net
      Income/(loss) attributable to China Tractor Holdings, Inc.
              
              
              (3,702,673
              )
              
              
              705,787Other
      comprehensive income/(loss)
              
              
              39,701
              
              
              
              943,830Comprehensive
      income/(loss)
              
              
              (3,662,972
              )
              
              
              1,649,617Comprehensive
      (loss) attributable to  noncontrolling interest
              
              
              (1,203
              )
              
              
              (77,369
              )Comprehensive
      income/(loss) attributable to China Tractor Holdings, Inc.
              
              $
              (3,664,175
              )
              
              $
              1,572,248Basic
      and diluted income/(loss) per commom share:Basic
              
              $
              (0.20
              )
              
              $
              0.04Diluted
              
              
              (0.20
              )
              
              
              0.04Weighted
      average common shares outstanding:Basic
              
              
              18,310,539
              
              
              
              18,310,539Diluted
              
              
              18,310,539
              
              
              
              18,310,539




The
accompanying notes are an integral part of these consolidated financial
statements.
  F-3




CHINA
TRACTOR HOLDINGS, INC. CONSOLIDATED
STATEMENTS OF CASH FLOWS


YEARS
ENDED DECEMBER 31, 2009 AND 2008


2009
              
              
              2008Cash
      flows from operating activities:Net
      income/loss
              
              $
              (3,817,189
              )
              
              $
              1,506,086Adjustments
      to reconcile net income/(loss) to cash provided (used) by operating
      activities:Loss
      from discontinued operations
              
              
              3,328,549
              
              
              
              -Depreciation
      and amortization
              
              
              67,557
              
              
              
              766,377Provision
      for doubtful receivables
              
              
              -
              
              
              
              80,981Investment
      income
              
              
              -
              
              
              
              (125,113
              )Deferred
      tax assets
              
              
              -
              
              
              
              (29,922
              )Changes
      in operating assets and liabilities:Accounts
      receivable
              
              
              -
              
              
              
              (2,240,654
              )Inventories
              
              
              161,602
              
              
              
              (7,523,917
              )Advances
      to suppliers
              
              
              -
              
              
              
              527,885Other
      receivables
              
              
              96,370
              
              
              
              (310,173
              )Prepaid
      expenses
              
              
              -
              
              
              
              (5,425
              )Due
      from related party
              
              
              1,030,412
              
              
              
              -Accounts
      payable
              
              
              (6,128
              )
              
              
              5,535,605Advance
      from customers
              
              
              -
              
              
              
              235,935Accrued
      expenses and other current liabilities
              
              
              292,900
              
              
              
              (59,474
              )Cash
      provided by operating activities
              
              
              1,154,073
              
              
              
              (1,641,809
              )Cash
      flows from investing activities:Cash
      paid for long- term investment
              
              
              -
              
              
              
              (545,801
              )Purchase
      of property and equipment and other long-term assets
              
              
              (3,797,425
              )
              
              
              (1,927,085
              )Cash
      decrease due to disposal of subsidiaries
              
              
              (1,978,735
              )
              
              
              -Cash
      increase due to acquisition of subsidiaries
              
              
              -
              
              
              
              207Net
      cash used for investing activities
              
              
              (5,776,160
              )
              
              
              (2,472,679
              )Cash
      flows from financing activities:Proceeds
      from short-term loan
              
              
              803,985
              
              
              
              4,308,952Proceeds
      from (payments to) related parties - net
              
              
              612,383
              
              
              
              (1,097,430
              )Proceeds
      from third party borrowings
              
              
              1,315,613
              
              
              
              -Repayments
      of short-term loan
              
              
              (73,090
              )
              
              
              -Net
      cash provided by financing activities
              
              
              2,658,891
              
              
              
              3,211,522Effect
      of exchange rate changes on cash
              
              
              10
              
              
              
              167,880Net
      increase (decrease) in cash and cash equivalents
              
              
              (1,963,186
              )
              
              
              (735,086
              )Cash
      and cash equivalents, beginning balance
              
              
              1,979,153
              
              
              
              2,714,239Cash
      and cash equivalents, ending balance
              
              $
              15,967
              
              
              $
              1,979,153Supplemental
      cash flow data:Income
      tax paid
              
              
              -
              
              
              
              -Interest
      paid
              
              
              -
              
              
              
              -




The
accompanying notes are an integral part of these consolidated financial
statements.
  F-4




CHINA
TRACTOR HOLDINGS, INC. CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY YEARS
ENDED DECEMBER 31, 2008 AND 2009




Shares
              
              
              Common
      Stock
              
              
              Additional
      Paid-in Capital
              
              
              Other
      comprehensive income (loss)
              
              
              Accumulated
      deficit
              
              
              TotalBalance
      December 31, 2007
              
              
              16,720,354
              
              
              
              1,672
              
              
              
              15,183,228
              
              
              $
              1,557,763
              
              
              $
              (2,122,955
              )
              
              $
              14,619,708Recapitalization
      of Densen on reverse acquisition
              
              
              1,590,185
              
              
              
              159
              
              
              
              48
              
              
              
              
              
              
              
              
              
              
              
              207Foreign
      Currency Translation
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              943,830
              
              
              
              -
              
              
              
              943,830Net
      income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              -
              
              
              
              705,787
              
              
              
              705,787Balance
      December 31, 2008
              
              
              18,310,539
              
              
              
              1,831
              
              
              
              15,183,276
              
              
              $
              2,501,593
              
              
              $
              (1,417,168
              )
              
              $
              16,269,532Foreign
      Currency Translation
              
              
              
              
              
              
              -
              
              
              
              
              
              
              
              38,498
              
              
              
              -
              
              
              
              38,498Net
      income
              
              
              
              
              
              
              -
              
              
              
              
              
              
              
              -
              
              
              
              (3,702,673
              )
              
              
              (3,702,673
              )Balance
      December 31, 2009
              
              $
              18,310,539
              
              
              $
              1,831
              
              
              $
              15,183,276
              
              
              $
              2,540,091
              
              
              $
              (5,119,841
              )
              
              $
              12,605,357


The
accompanying notes are an integral part of these consolidated financial
statements


F-5




CHINA
TRACTOR HOLDINGS, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 AND 2008


NOTE 1 - ORGANIZATION AND
PROPOSED BUSINESS OPERATIONS





China
Tractor Holdings, INC. ("China Tractor") was incorporated in April 2005 in Hong
Kong. In June 2005, China Tractor signed an agreement with Densen Investment
Limited (“Densen Investment”) to obtain assets from Densen Investment. China
Tractor invested $15,180,000 to establish Changchun Densen Agriculture Machinery
Manufacturing Co., Ltd. (“Changchun Densen”) on September 27, 2005. Changchun
Densen is engaged in the R&D and production of low-speed vehicles, tractors
and construction machinery. According to the revised articles of association
dated January 9, 2007, Changchun Tractor (Group) Co., Ltd. (“Changchun Tractor”)
invested a trademark of $471,445 to Changchun Densen. After this investment,
Changchun Tractor obtained 3% equity in Changchun Densen. On April 23, 2007, the
company name of Changchun Densen was changed to Changchun Densen Changtuo
Agriculture Machinery Manufacturing Co., Ltd. Based on an agreement signed on
November 20, 2007, Changchun Densen and State-owned Assets Supervision and
Administration Commission of Changchun (“SOASACC”) jointly invested to establish
Chang Tuo Agricultural Machinery Equipment Group Co., Ltd. (“Chang Tuo”). The
total registered capital of Chang Tuo is RMB200,000,000 ($29.3 million) which
includes 50% (RMB100,000,000) from SOASACC, 47.5% (RMB95,000,000) from Changchun
Densen and 2.5% (RMB5,000,000) from the operator, Mr. Yu Han. Chang Tuo is
engaged in the R&D and production of low-speed vehicles, tractors and
construction machineries, and sales of agricultural machinery and
accessories.





Pursuant
to the Share Exchange Agreement by and among Royaltech Corp. (“Royaltech”), a
Delaware corporation, China Tractor, and the shareholders of all the outstanding
shares of Densen Machinery, on September 9, 2008 (the “Closing Date”), Royaltech
issued 16,720,354 shares of its common stock for all the issued and outstanding
shares of China Tractor. The former shareholders of China Tractor acquired 91.3%
of the issued and outstanding shares of Royaltech. This transaction resulted in
a change in control of Royaltech to the former shareholders of China Tractor.
Immediately after the closing of the Share Exchange and the Stock Purchase
Agreements, Royaltech had 18,310,539 shares of Common Stock issued and
outstanding. In connection with the change in control, Mr. Lau San became
Chairman of the Board of Directors and Chief Executive Officer, Mr. Lau Jingdong
became President, and Mr. Chen Guocheng became Chief Financial Officer of
Royaltech. This transaction was accounted for as a recapitalization of China
Tractor and not as a business combination. Accordingly, no pro forma information
is presented. The historical financial statements are those of China
Tractor.





The share
exchange agreement also states Royaltech’s existing shareholders assumed all the
liabilities of Royaltech at the date of merger.





On
September 19, 2008, Royaltech amended Article I of its Certificate of
Incorporation to change its corporate name from “Royaltech Corp.) to “China
Tractor Holdings, Inc.” (“China Tractor”, or “the Company”, or “We”, or
“us”)




F-6




CHINA
TRACTOR HOLDINGS, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 AND 2008





On
December 1, 2009, the Company entered into a stock transfer agreement to
transfer all shares owned in Chang Tuo to SOASACC. Such agreement will be
implemented in the near future.   In the meantime, as of December
31, 2009, the statements of operations of the Company report the results of
operations of Chang Tuo as discontinued operations.




NOTE 2 - BASIS OF
PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Principles of
Consolidation





The
accompanying consolidated financial statements include the accounts of China
Tractor, its 100%-owned subsidiary, Densen machinery, its 97%-owned subsidiary
Changchun Densen for the year ended December 31, 2009 and 2008.  All
significant inter-company accounts and transactions were eliminated in
consolidation.





Basis of
Presentation





The
consolidated financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in the United States of
America (“US GAAP”), assuming the Company will continue as a going concern.
Under that assumption, it is expected assets will be realized and liabilities
will be satisfied in the normal course of business. On December 1, 2009, the
Company signed a letter of intent to transfer all shares owned by the Company in
Chang Tuo to SOASACC.  As discussed in Note 19 to the financial
statements, Chang Tuo was reported as discontinued operation as the Company lost
its control before the end of 2009.   After the completion of the
transaction, the Company will have no substantial business operations until it
enters a new industry through merger or acquires other operational
entities.   As a direct result of the incident, the Company has
experienced significant operating losses for the year ended December 31, 2009.
 The discontinued operation and the ensuing operating losses raises
substantial doubt as to the Company's ability to continue as a going
concern.  Management is attempting to evaluate other potential
industries to enter.




Use of
Estimates





The
preparation of consolidated financial statements in conformity with US GAAP
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 dates of the consolidated financial statements and the amount
of revenues and expenses during the reporting periods.  Management
makes these estimates using the best information available at the time the
estimates are made. However, actual results could differ materially from those
results.





F-7




CHINA
TRACTOR HOLDINGS, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 AND 2008





Risks and
Uncertainties





The
Company is subject to substantial risks from, among other things, intense
competition associated with the industry in general, other risks associated with
financing, liquidity requirements, rapidly changing customer requirements,
limited operating history, foreign currency exchange rates and the volatility of
public markets.





Comprehensive
Income





The
Company adopted the provisions of ASC 220 “Reporting Comprehensive Income”,
previously SFAS No. 130, establishes standards for the reporting and display of
comprehensive income, its components and accumulated balances in a full set of
general purpose financial statements.





ASC 220
defines comprehensive income is comprised of net income and all changes to the
statements of stockholders' equity, except those due to investments by
stockholders, changes in paid-in capital and distributions to stockholders,
including adjustments to minimum pension liabilities, accumulated foreign
currency translation, and unrealized gains or losses on marketable
securities.





Foreign Currency
Transactions





The
reporting currency of the Company is the US $. The functional currency of PRC
subsidiaries is RMB. The financial statements of PRC subsidiaries are translated
to United States dollars using quarter-end exchange rates as to assets and
liabilities and average exchange rates as to revenues, expenses and cash
flows.  Capital accounts are translated at their historical exchange
rates when the capital transaction occurred.  Translation adjustments
resulting from this process are included in accumulated other comprehensive
income in the statement of shareholders’ equity.  Transaction gains
and losses that arise from exchange rate fluctuations on transactions
denominated in a currency other than the functional currency are included in the
results of operations as incurred.





The
balance sheet amounts with the exception of equity at December 31, 2009 were
translated 6.8372 RMB to $1.00 compared to 6.8542 RMB at December 31,
2008.  The equity accounts were stated at their historical exchange
rate.  The average translation rates applied to the income and cash
flow statement amounts for the years ended December 31, 2009 and 2008 were
6.84092 RMB and 6.96225 RMB to $1.00 respectively.





Translations
adjustments resulting from this process are included in accumulated other
comprehensive loss in the consolidated statement of stockholders’ equity and
were $2,540,091 and $2,501,593 as of December 31, 2009 and 2008,
respectively.





F-8




CHINA
TRACTOR HOLDINGS, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 AND 2008





Cash and Cash
Equivalents





For
Statement of Cash Flows purposes, the Company considers all cash on hand and in
banks, including accounts in book overdraft positions, certificates of deposit
and other highly-liquid investments with maturities of three months or less,
when purchased, to be cash and cash equivalents.  The Company
maintains cash with various banks and trust companies located in
China.  Cash accounts are not insured or otherwise
protected.  Should any bank or trust company holding cash deposits
become insolvent, or if the Company is otherwise unable to withdraw funds, the
Company would lose the cash on deposit with that particular bank or trust
company.





Accounts
Receivable





The
Company’s policy is to maintain reserves for potential credit losses on accounts
receivable.  Management reviews the composition of accounts receivable
and analyzes historical bad debts, customer concentrations, customer credit
worthiness, current economic trends and changes in customer payment patterns to
evaluate the adequacy of these reserves.   Accounts are written
off against the allowance when it becomes evident collection will not
occur.





Inventories





Inventories
are stated at the lower of cost or market.  Cost is determined on a
weighted average basis and includes all expenditures incurred in bringing the
goods to the point of sale and putting them in a saleable
condition.  In assessing the ultimate realization of inventories, the
management makes judgments as to future demand requirements compared to current
or committed inventory levels.  Our reserve requirements generally
increase as our projected demand requirements; or decrease due to market
conditions and product life cycle changes.  The Company estimates the
demand requirements based on market conditions, forecasts prepared by its
customers, sales contracts and orders in hand.





In
addition, the Company estimates net realizable value based on intended use,
current market value and inventory ageing analyses.  The Company
writes down inventories for estimated obsolescence or unmarketable inventory
equal to the difference between the cost of inventories and their estimated
market value based upon assumptions about future demand and market
conditions.




Property, Plant and
Equipment





Property,
plant and equipment are recorded at cost.  Gains or losses on
disposals are reflected as gain or loss in the year of disposal.  All
ordinary repair and maintenance costs are expensed as
incurred.  Expenditures for maintenance and repairs are expensed as
incurred.  Major renewals and betterments are charged to the property
accounts while replacements, maintenance and repairs, which do not improve or
extend the lives of the respective assets, are expensed in the current
period.




F-9


CHINA
TRACTOR HOLDINGS, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 AND 2008


Depreciation
for financial reporting purposes is provided using the straight-line method over
the estimated useful lives of assets as set out below.





Estimated
      Useful LifePlant
      and Building
            30-40
  yearsMachinery
      and Equipment
            10
      yearsOffice
      Furniture and Equipment
            5
      yearsTransportation
      Equipment
            5
      years





Construction
in progress represents direct costs of construction or acquisition and design
fees incurred. Capitalization of these costs ceases and the construction in
progress is transferred to plant and equipment when substantially all the
activities necessary to prepare the assets for their intended use are completed.
No depreciation is provided until on item is completed and ready for intended
use.





Capitalized
Interest





Interest
associated with major development and construction projects is capitalized and
included in the cost of the project.  When no debt is incurred
specifically for a project, interest is capitalized on amounts expended on the
project using weighted-average cost of the Company’s outstanding
borrowings.  Capitalization of interest ceases when the project is
substantially complete or development activity is suspended for more than a
brief period. Capitalized interest for the years ended of December 31, 2009 and
2008 were $60,723 and Nil respectively.





Land Use
Rights





Land use
right is stated at cost less accumulated amortization. Amortization is provided
using the straight-line method over the designated terms of the lease of 50
years obtained from the relevant PRC land authority.





Other Intangible
Assets





Other
intangible assets include non-patent techniques, trademarks and capitalized
accounting software. The cost of intangible assets is stated at cost less
accumulated amortization. Amortization is provided using the straight-line
method over estimated useful lives.





F-10




CHINA
TRACTOR HOLDINGS, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 AND 2008





Long-Term
Investment





The
Company accounted for its 5% investment in Zhongji North Machinery Co., Ltd,
(Zhongji North) using the cost method, under which the share of Zhongji North’
net income is recognized in the period in which it is earned.





Impairment of Long-Lived
Assets





In
accordance with ASC 360,
“Property, Plant and Equipment”, previously SFAS No. 144, the Company
reviews the carrying values of long-lived assets, including property, plant and
equipment, land use right and other intangible assets, whenever facts and
circumstances indicate the assets may be impaired. Recoverability of assets to
be held and used is measured by comparing the carrying amount of an asset to
future net undiscounted cash flows expected to be generated by the asset. If an
asset is considered impaired, the impairment is measured by the amount by which
the carrying amount the asset exceeds the fair value. Assets to be disposed of
are reported at the lower of the carrying amount or fair value, less costs of
disposal.  The Company reviews its investments to identify and
evaluate investments that have an indication of possible impairment. Factors
considered in determining whether a loss is temporary include the length of time
and extent to which fair value has been less than the cost basis, the financial
condition and near-term prospects of the investee, and our intent and ability to
hold the investment for a period of time sufficient to allow for any anticipated
recovery in market value. Credit losses and other-than-temporary impairments
declines in fair value that are not expected to recover are
expensed.





Revenue
Recognition





The
Company recognizes sales in accordance with United States Securities and
Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 101, “Revenue
Recognition in Financial Statements” and SAB No. 104, “Revenue Recognition.” The
Company recognizes revenue when the following criteria are met: (i) persuasive
evidence of an arrangement exists, (ii) delivery has occurred or services were
rendered, (iii) the price to the customer is fixed or determinable and (iv)
collection of the resulting receivable is reasonably assured. After the
customers of the Company taking the goods and signing on the shipping order, the
Company considers the signed shipping order as customer acceptance and the risk
of goods is transferred, as the price in invoice or sales contract with
customers is fixed, the Company recognize revenue accordingly. Revenue is not
recognized until title and risk of loss is transferred to the customer, which
occurs upon delivery of goods, and objective evidence exists that customer
acceptance provisions have were met. Provisions for discounts and returns are
provided for at the time the sale is recorded, and are recorded as a reduction
of sales. The Company bases its estimates on historical experience taking into
consideration the type of products sold, the type of customer, and the type of
specific transaction in each arrangement. Revenues represent the invoiced value
of goods, net of value added tax (“VAT”).




F-11




CHINA
TRACTOR HOLDINGS, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 AND 2008





The
Company provides a product warranty to customers; meanwhile, as an assembling
company, all parts are purchased from related suppliers, suppliers provide a
same terms warranty to the Company as that the Company provides to customers. In
case customers claim problem products to the Company, the Company will claim the
related parts to suppliers accordingly. Further more, the labor costs and
overheads related to the problem products are not material compared to the parts
cost, so the company do not accrue any warranty liabilities in financial
statements.





The
Company does not offer promotional payments, customer coupons, rebates or other
cash redemption offers to its customers. Deposits or advance payments from
customers prior to delivery of goods and passage of title of goods are recorded
as advanced from customers.





Income
Taxes





The
Company accounts for income taxes in accordance with ASC 740 “Income Taxes”,
previously SFAS No. 109.  Under this method, deferred income taxes are
recognized for the estimated tax consequences in future years of differences
between the tax bases of assets and liabilities and their financial reporting
amounts and each year-end based on enacted tax laws and statutory rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established to reduce deferred tax
assets to the amount expected to be realized when, in management’s opinion; it
is more likely than not that some portion of the deferred tax assets will not be
realized.  The provision for income taxes represents current taxes
payable net of the change during the period in deferred tax assets and
liabilities.





Earnings (loss) Per
Share





The
Company reports earnings per share in accordance with the provisions of ASC 260
“Earnings Per Share”, previously SFAS No. 128.  ASC 260 requires
presentation of basic and diluted earnings per share in conjunction with the
disclosure of the methodology used in computing such earnings per
share.  Basic earnings per share excludes dilution and is computed by
dividing income available to common stockholders by the weighted average common
shares outstanding during the period.  Diluted earnings per share
takes into account the potential dilution that could occur if securities or
other contracts to issue common stock were exercised and converted into common
stock using the treasury method.




Common
stock equivalents represent the dilutive effect of the assumed exercise of the
outstanding stock options and warrants, using the treasury stock method, at
either the beginning of the respective period presented or the date of issuance,
whichever is later, and only if the common stock equivalents are considered
dilutive based upon the Company’s net income (loss) position at the calculation
dates.




F-12




CHINA
TRACTOR HOLDINGS, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 AND 2008




Fair Value of Financial
Instruments





ASC 820
“Fair Value
Measurements and Disclosures”, previously FAS
157, adopted January 1, 2008, defines fair value, establishes a three-level
valuation hierarchy for disclosures of fair value measurement and enhances
disclosure requirements for fair value measures.  The carrying amounts
reported in the balance sheets for current receivables and payables qualify as
financial instruments.  Management concluded the carrying values are a
reasonable estimate of fair value because of the short period of time between
the origination of such instruments and their expected realization and if
applicable, their stated interest rate approximates current rates
available.  The three levels are defined as follows:


·


·





·  Level
3  inputs to the valuation methodology are unobservable and
significant to the fair value.





The
assets measured at fair value on a recurring basis subject to the disclosure
requirements of ASC 820 as of December 31, 2009 are as follows:





The
Company's financial instruments include cash and cash equivalents, restricted
cash, accounts receivable, notes receivables, other receivables, accounts
payable, notes payable and convertible notes payable.  Cash and cash
equivalents consist primarily of high rated money market funds at a variety of
well-known institutions with original maturities of three months or
less.  Restricted cash represents time deposits on account to secure
short-term bank loans and notes payable. Management estimates that the carrying
amounts of the non related party financial instruments approximate their fair
values due to their short-term nature.





Fair
Value Measurements at Reporting Date Using Quoted Prices in





Carrying
      value as Of December 31
            
            
            Active markets
      For identical Assets
            
            
            Significant
      other Observable
              Inputs
            
            
            Significant
      Unobservable Inputs2009
            
            
            (Level
      1)
            
            
            (Level
      2)
            
            
            (Level
      3)Cash
      and cash equivalents
            
            $
            15,967
            
            
            $
            15,967
            
            
            
            -
            
            
            
            -





F-13




CHINA
TRACTOR HOLDINGS, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 AND 2008





Concentration of
Risk




Financial
instruments that potentially subject the Company to significant concentrations
of credit risk consist principally of cash and cash equivalents and trade and
bills receivables. As of December 31, 2009, substantially all of the Company’s
cash and cash equivalents were held by major financial institutions located in
the PRC, which management believes are of high credit quality. With respect to
trade receivables, the Company extends credit based on an evaluation of the
customer’s financial condition. The Company generally does not require
collateral for trade receivables and maintains an allowance for doubtful
accounts of trade receivables.





Noncontrolling
Interests





Effective
January 1, 2009, the Company adopted the provisions of ASC 810, previously SFAS
No. 160 “Noncontrolling Interests in Consolidated Financial Statements-reported
in equity” for reporting noncontrolling interest (“NCI”) in a
subsidiary.  As a result, the Company reported NCI as a separate
component of Stockholders’ Equity in the Condensed Consolidated Balance Sheet.
Additionally, the Company reported the portion of net income and comprehensive
income (loss) attributed to the Company and NCI separately in the Condensed
Consolidated Statement of Operations.  The Company also included a
separate column for NCI in the Consolidated Statement of Changes in
Equity.  All related disclosures were adjusted
accordingly.  Prior year amounts associated with NCI in the financial
statements and accompanied footnotes were retrospectively adjusted to conform to
the adoption.





Statement of Cash
Flows





In
accordance with ASC 230, “Statement of Cash Flows”, previously SFAS No. 95, cash
flows from the Company's operations are calculated based upon the local
currencies.  As a result, amounts related to assets and liabilities
reported on the statement of cash flows may not necessarily agree with changes
in the corresponding balances on the balance sheet.




Recent Accounting
Pronouncements





Noncontrolling
Interests (Included in ASC 810 “Consolidation”, previously SFAS No. 160
“Noncontrolling Interests in Consolidated Financial Statements”, an amendment of
ARB No. 51).  SFAS 160 establishes accounting and reporting standards
for the noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary.  It clarifies that a noncontrolling interest in a
subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements.  We
adopted SFAS 160 on January 1, 2009.  As a result, we reclassified
financial statement line items within our Condensed Consolidated Balance Sheets
and Statements of Income and Comprehensive Income for the prior period to
conform to this standard.




F-14


CHINA
TRACTOR HOLDINGS, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 AND 2008


Business
Combinations (Included in ASC 805 “Business Combinations”, previously SFAS No.
141(R)).  This ASC guidance revised SFAS No. 141, “Business
Combinations” and addresses the accounting and disclosure for identifiable
assets acquired, liabilities assumed, and noncontrolling interests in a business
combination.  The adoption of this standard had no material impact on
the Company’s financial statements.





Intangibles-Goodwill
and Other (Included in ASC 350”, previously FASB staff position (“FSP”) FAS
142-3, Determination of the Useful Life of Intangible Assets).  FSP
FAS 142-3 amends the factors an entity should consider in developing renewal or
extension assumptions used in determining the useful life of recognized
intangible assets under FASB Statement No. 142, “Goodwill and Other Intangible
Assets”.  This new guidance applies prospectively to intangible assets
that are acquired individually or with a group of other assets in business
combinations and asset acquisitions.  FSP FAS 142-3 is effective for
financial statements issued for fiscal years and interim periods beginning after
December 15, 2008.  Early adoption is prohibited.  The
adoption of this standard had no material effect on the Company's financial
statements.





Business
Combinations (Included in ASC 805, previously FSP No. 141R-1 “Accounting for
Assets Acquired and Liabilities Assumed in a Business Combination That Arise
from Contingencies”). FSP 141R-1 amends the provisions in FASB Statement 141R
for the initial recognition and measurement, subsequent measurement and
accounting, and disclosures for assets and liabilities arising from
contingencies in business combinations.  FSP 141R-1 eliminates the
distinction between contractual and non-contractual contingencies, including the
initial recognition and measurement criteria in Statement 141R and instead
carries forward most of the provisions in SFAS 141 for acquired
contingencies.  FSP 141R-1 is effective for contingent assets and
contingent liabilities acquired in evaluating the impact of SFAS
141(R).  The management is in the process of evaluating the impact of
adopting this standard on the Company’s financial statements.





Fair
Value Measurements and Disclosures (Included in ASC 820, previously FSP No.
157-4, “Determining Whether a Market is Not Active and a Transaction Is Not
Distressed”).  FSP No. 157-4 clarifies when markets are illiquid or
that market pricing may not actually reflect the “real” value of an
asset.  If a market is determined to be inactive and market price is
reflective of a distressed price then an alternative method of pricing can be
used, such as a present value technique to estimate fair value.  FSP
No. 157-4 identifies factors to be considered when determining whether or not a
market is inactive.  FSP No. 157-4 would be effective for interim and
annual periods ending after June 15, 2009, with early adoption permitted for
periods ending after March 15, 2009 and shall be applied
prospectively.  The adoption of this standard had no material effect
on the Company's financial statements.




F-15




CHINA
TRACTOR HOLDINGS, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 AND 2008





Investments
- Debt and Equity Securities - Overall - Transition and Open Effective Date
Information (Included in ASC 320-10-65, previously FASB Staff Position No. 115-2
and Statement of Financial Accounting Standards No. 124-2, “Recognition and
Presentation of Other-Than-Temporary Impairments”).  ASC 320-10-65
amends the other-than-temporary impairment guidance in U.S. GAAP for debt
securities through increased consistency in the timing of impairment recognition
and enhanced disclosures related to the credit and noncredit components of
impaired debt securities that are not expected to be sold.  In
addition, increased disclosures are required for both debt and equity securities
regarding expected cash flows, credit losses, and securities with unrealized
losses.  The adoption of this statement had no material impact on the
Company’s financial statements.





Interim
Disclosures about Fair Value of Financial Instruments (Included in ASC 825
“Financial Instruments”, previously FSP SFAS No. 107-1).  This
guidance requires that the fair value disclosures required for all financial
instruments within the scope of SFAS No. 107, “Disclosures about Fair Value of
Financial Instruments”, be included in interim financial
statements.  This guidance also requires entities to disclose the
method and significant assumptions used to estimate the fair value of financial
instruments on an interim and annual basis and to highlight any changes from
prior periods.  FSP 107-1 was effective for interim periods ending
after September 15, 2009.  The adoption of FSP 107-1 had no material
impact on the Company’s financial statements.





Subsequent
Events (Included in ASC 855 “Subsequent Events”, previously SFAS No.
165).  SFAS No.165, “Subsequent Events” establishes accounting and
disclosure requirements for subsequent events.  SFAS 165 details the
period after the balance sheet date during which we should evaluate events or
transactions that occur for potential recognition or disclosure in the financial
statements, the circumstances under which we should recognize events or
transactions occurring after the balance sheet date in its financial statements
and the required disclosures for such events.  We adopted this
statement effective June 1, 2009 and have evaluated all subsequent events
through the filing date with the SEC.





Accounting
for Transfers of Financial Assets (To be included in ASC 860 “Transfers and
Servicing”, previously SFAS No. 166, “Accounting for Transfers of Financial
Assets - an Amendment of FASB Statement No. 140”).  SFAS 166 addresses
information a reporting entity provides in its financial statements about the
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor’s continuing
involvement in transferred financial assets.  Also, SFAS 166 removes
the concept of a qualifying special purpose entity, limits the circumstances in
which a transferor derecognizes a portion or component of a financial asset,
defines participating interest and enhances the information provided to
financial statement users to provide greater transparency.  SFAS 166
is effective for the first annual reporting period beginning after November 15,
2009 and will be effective for us as of January 1, 2010.  The
management is in the process of evaluating the impact of adopting this standard
on the Company’s financial statements.




F-16




CHINA
TRACTOR HOLDINGS, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 AND 2008





Consolidation
of Variable Interest Entities – Amended (To be included in ASC 810
“Consolidation”, previously SFAS 167 “Amendments to FASB Interpretation No.
46(R)”).  SFAS 167 amends FASB Interpretation No. 46 (revised December
2003), “Consolidation of Variable Interest Entities,” to require an enterprise
to perform an analysis to determine the primary beneficiary of a variable
interest entity; to require ongoing reassessments of whether an enterprise is
the primary beneficiary of a variable interest entity and to eliminate the
quantitative approach previously required for determining the primary
beneficiary of a variable interest entity.  SFAS 167 also requires
enhanced disclosures that will provide users of financial statements with more
transparent information about an enterprise’s involvement in a variable interest
entity.  SFAS 167 is effective for the first annual reporting period
beginning after November 15, 2009 and will be effective for us as of January 1,
2010.  The management is in the process of evaluating the impact of
adopting this standard on the Company’s financial statements.





FASB
Accounting Standards Codification (Accounting Standards Update “ASU”
2009-1).  In June 2009, the Financial Accounting Standard Board
(“FASB”) approved its Accounting Standards Codification (“Codification”) as the
single source of authoritative United States accounting and reporting standards
applicable for all non-governmental entities, with the exception of the SEC and
its staff.  The Codification is effective for interim or annual
financial periods ending after September 15, 2009 and impacts our financial
statements as all future references to authoritative accounting literature will
be referenced in accordance with the Codification.  There were no
changes to the content of our financial statements or disclosures as a result of
implementing the Codification.





As a
result of our implementation of the Codification during the year ended December
31, 2009, previous references to new accounting standards and literature are no
longer applicable.  In the current year financial statements, we will
provide reference to both new and old guidance to assist in understanding the
impacts of recently adopted accounting literature, particularly for guidance
adopted since the beginning of the current fiscal year but prior to the
Codification.





In August
2009, the FASB issued Accounting Standards Update No. 2009-05 (“ASC Update
2009-05”), an update to ASC 820, Fair Value Measurements and
Disclosures.  This update provides amendments to reduce potential
ambiguity in financial reporting when measuring the fair value of
liabilities.  Among other provisions, this update provides
clarification that in circumstances, in which a quoted price in an active market
for the identical liability is not available, a reporting entity is required to
measure fair value using one or more of the valuation techniques described in
ASC Update 2009-05.  ASC Update 2009-05 will become effective for the
Company’s annual financial statements for the year ended December 31, 2009. The
adoption of ASC 820 had no material impact on the Company’s financial
statements.




F-17




CHINA
TRACTOR HOLDINGS, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 AND 2008





In
October 2009, the FASB issued Accounting Standards Update, 2009-13, Revenue
Recognition (Topic 605) “Multiple Deliverable Revenue Arrangements - A Consensus
of the FASB Emerging Issues Task Force”.  This update provides
application guidance on whether multiple deliverables exist, how the
deliverables should be separated and how the consideration should be allocated
to one or more units of accounting.  This update establishes a selling
price hierarchy for determining the selling price of a
deliverable.  The selling price used for each deliverable will be
based on vendor-specific objective evidence, if available, third-party evidence
if vendor-specific objective evidence is not available, or estimated selling
price if neither vendor-specific or third-party evidence is
available.  The Company will be required to apply this guidance
prospectively for revenue arrangements entered into or materially modified after
January 1, 2011; however, earlier application is permitted.  The
management is in the process of evaluating the impact of adopting this standard
on the Company’s financial statements.





NOTE
3    ACCOUNTS RECEIVABLE





As of
December 31, 2009 and 2008, the Company’s accounts receivable consisted of the
following:





2009
            
            
            2008Accounts
      receivable
            
            $
            2,590
            
            
            $
            2,278,559Less:
      Allowance for doubtful accounts
            
            
            (2,590
            )
            
            
            (2,583
            )Accounts
      receivable, net
            
            $
            -
            
            
            $
            2,275,976





NOTE
4   INVENTORIES





Inventories,
by major categories, as of December 31, 2009 and 2008 were as
follows:





2009
            
            
            2008Raw
      materials
            
            $
            140,998
            
            
            $
            4,435,034Work
      in progress
            
            
            -
            
            
            
            1,119,496Low
      value consumables
            
            
            461
            
            
            
            123,437Packaging
      materials
            
            
            -
            
            
            
            1,579Materials
      on consignment for further processing
            
            
            737
            
            
            
            18,638Finished
      goods
            
            
            -
            
            
            
            3,284,065142,196
            
            
            
            8,982,249Less:
      Allowance for obsolete inventories
            
            
            (142,196
            )
            
            
            (22,014
            )Inventories,
      net
            
            $
            -
            
            
            $
            8,960,235





F-18


CHINA
TRACTOR HOLDINGS, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 AND 2008


NOTE
5    TAXES RECOVERABLE





As of
December 31, 2009 and 2008, tax recoverable comprised the
following:





2009
            
            
            2008Input
      VAT
            
            $
            1,788,216
            
            
            $
            7,115,252Unpaid
      VAT transfer out
            
            
            286
            
            
            
            96Output
      VAT
            
            
            (1,806,416
            )
            
            
            (6,177,609
            )Input
      VAT Transfer Out
            
            
            -
            
            
            
            (20
            )VAT
      Paid
            
            
            14,811
            
            
            
            -Offset
      input VAT of FA
            
            
            61,067
            
            
            
            239,240IIT
      payable
            
            
            -
            
            
            
            (164
            )Corporate
      income tax
            
            
            -
            
            
            
            (512,959
            )Total
            
            $
            57,952
            
            
            $
            663,836





Changchun
Densen is subject to value-added tax at a low rate of 13% and an ordinary rate
of 17% for its tractor sales and raw materials sales respectively.








NOTE
6    OTHER RECEIVABLES





As of
December 31, 2009 and 2008, other receivables comprised the
following:





2009
            
            
            2008Advance
      to employees for business purposes
            
            $
            3,372
            
            
            $
            123,698Prepayment
            
            
            5,803
            
            
            
            28,827Rebate
      receivable
            
            
            
            
            
            
            48,496Other
            
            
            43,878
            
            
            
            284,20153,053
            
            
            
            485,222Less:
      Allowance for doubtful accounts
            
            
            -
            
            
            
            (14,590
            )Total
      other receivables, net
            
            $
            53,053
            
            
            $
            470,632








NOTE
7    PROPERTY, PLANT AND EQUIPMENT





As of
December 31, 2009 and 2008, property, plant and equipment consisted of the
following:





2009
            
            
            2008Cost:Plant
      and Building
            
            
            
            
            
            20,940,518Machinery
      and Equipment
            
            
            
            
            
            1,967,750Office
      Furniture and Equipment
            
            $
            4,141
            
            
            $
            125,881Transportation
      Equipment
            
            
            -
            
            
            
            296,274Total
      at cost
            
            
            4,141
            
            
            
            23,330,423Less:
      Accumulated depreciation
            
            
            (2,160
            )
            
            
            (1,498,355
            )Total
      property, plant and equipment, net
            
            $
            1,981
            
            
            $
            21,832,068





F-19


CHINA
TRACTOR HOLDINGS, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 AND 2008


Depreciation
for the years ended December 31, 2009 and 2008 was $4,159 and $641,735respectively.





NOTE
8    CONSTRUCTION IN PROGRESS





As of
December 31, 2008, construction in progress was as follow:





Phase
      II plant project
            
            $
            600,398





The
Company started the construction of phase II plant in 2008 to increase the
production of tractors.





NOTE
9    ASSETS HELD FOR SALE





As of
December 31, 2009, assets held for sale was as follow:





Phase
      II plant project
            
            $
            4,729,298





The
Company started the construction of phase II plant in 2008. On December 1, 2009,
the Company entered into a letter of intent to transfer all shares owned by the
Company in Chang Tuo Agricultural Machinery Equipment Group Co., Ltd. (“Chang
Tuo”) to SOASACC, the Company discontinued the construction of phase II plant
and plans to transfer it to SOASACC as well.




F-20


CHINA
TRACTOR HOLDINGS, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 AND 2008


NOTE
10    LAND USE RIGHTS





As of
December 31, 2009, land use rights were as follows:





2009
            
            
            2008Cost
      of land use right
            
            $
            712,382
            
            
            $
            3,950,862Less:
      Accumulated amortization
            
            
            (12,115
            )
            
            
            (113,278
            )700,267
            
            
            
            3,767,195Less:
      Impairment loss on land use right
            
            
            -
            
            
            
            (695,822
            )Land
      use rights, net
            
            $
            700,267
            
            
            $
            3,071,373





The
Company obtained the right from the relevant PRC land authority for forty nine
years to use the land on which the office premises, production facilities and
warehouse of the Company are situated.





Amortization
expense for the year ended December 31, 2009 was $12,109. The estimated annual
amortization for land use rights for the next five years as of December 31, 2009
and thereafter is expected to be as follows by years:





2010
            
            $
            14,5382011
            
            
            14,5382012
            
            
            14,5382013
            
            
            14,5382014
            
            
            14,538Thereafter
            
            
            627,577Total
            
            $
            700,267




NOTE
11    LAND USE RIGHTS DEPOSIT





Land use
right deposit as of December 31, 2008 was $1,038,174. The land use right deposit
represented the prepayment to obtain the land use rights in the
future.





NOTE
12    OTHER INTANGIBLE ASSETS





As of
December 31, 2009 and 2008, the Company’s intangible assets were summarized as
follows:





Useful
      life
            
            2009
            
            
            2008Amortizable
      intangible assets:Trademark
            10
      years
            
            $
            539,695
            
            
            $
            538,356Capitalized
      accounting software
            10
      years
            
            
            6,875
            
            
            
            14,185Non-patent
      techniques
            10
      years
            
            
            87,755
            
            
            
            87,538Total
      at historical cost
            
            
            
            634,325
            
            
            
            640,079Less:
      Total accumulated amortization
            
            
            
            (149,715
            )
            
            
            (86,614
            )Other
      intangible assets, net
            
            
            $
            484,610
            
            
            $
            553,465




F-21




CHINA
TRACTOR HOLDINGS, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 AND 2008




Other
intangible assets were stated at cost less accumulated amortization. The
amortization of other intangible assets for the years ended December 31, 2009
and 2008 was $63,398 and $61,758 respectively. The estimated amortization
expense for the next five years as of December 31, 2009 and thereafter is
expected to be as follows by years:


2010
            
            $
            63,4332011
            
            
            63,4332012
            
            
            63,4332013
            
            
            63,4332014
            
            
            63,433Thereafter
            
            
            167,445Total
            
            $
            484,610





NOTE
13   LONG-TERM INVESTMENTS





As of
December 31, 2009 and 2008, the Company’s investment consisted of:





2009
            
            2008Zhongji
      North Machinery Co., Ltd.
            
            
            5%
            392,189
            
            
            24%
            $     1,877,836





Zhongji
North was established on November 22, 2007 and the total registered capital is
RMB50,000,000. Zhongji North’s principal activities are development,
manufacturing, sale and foreign trading of agricultural machineries and other
machineries, manufacturing and sale of parts and accessories of agricultural
machineries and other machineries.




F-22




CHINA
TRACTOR HOLDINGS, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 AND 2008




NOTE
14   SHORT-TERM LOANS





Short-term
loans are due to various financial institutions which are normally due
within one year. As of December 31, 2009, the Company’s short term loans
consisted of the following:





2009
            
            
            2008From
      Jilin Jiutai Rural Commercial Bank Chengqu-Branch, due from March 27,
      2009 to March 24, 2010. With interest at 11.16%, secured by
      the Company’s land use right.
            
            $
            731,294
            
            
            $Loan
      from Jilin bank Changchun Ruixiang Sub-Branch, due from December 10, 2008
      to November 26, 2009. with interest rate at 7.2540% per
      annum, pledged by the Company’s building and land use
      right.
            
            
            
            
            
            
            4,376,878Total
      short-term loans
            
            $
            731,294
            
            
            $
            4,376,878




NOTE
15   ACCRUED EXPENSES AND OTHER PAYABLES





As of
December 31, 2009 and 2008, the accrued expenses and other liabilities of the
Company were summarized as follows:





2009
            
            
            2008Accrued
      expenses
            
            $
            195,756
            
            
            $
            -Acquisition
      of assets
            
            
            94,133
            
            
            
            63,109Warrant
      Deposit
            
            
            21,289
            
            
            
            109,013borrowing
      from third party
            
            
            -
            
            
            
            542,441Others
            
            
            69,230
            
            
            
            3,887Total
      accrued expenses and other payables
            
            $
            380,408
            
            
            $
            718,450





The
security deposit is deposit from clients for the maintenance of
tractors.





NOTE
16   BORROWING FROM THIRD PARTY





As of
December 31, 2009, the borrowing from third party was summarized as
follows:





Zheng
      Yin
            
            $
            146,258Shanghai
      Sibo Education Co., Ltd.
            
            
            1,170,070Total
      accrued expenses and other payables
            
            $
            1,316,328




F-23




CHINA
TRACTOR HOLDINGS, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 AND 2008




The
borrowing from third party has no repayment term and bore no
interest.  Borrowed for operational use, they will be repaid in the
near future.





NOTE
17   RELATED PARTY BALANCE AND TRANSCATIONS




Duefromrelated
parties





As of
December 31, 2009 and 2008, due from related parties was summarized as
follows:





2009
            
            
            2008Lau
      San
            
            $
            284,553
            
            
            $
            -Mudanjiang
      Binjiang Garden City
            
            
            -
            
            
            
            1,900,128Total
      due from related parties
            
            $
            284,553
            
            
            $
            1,900,128




A
director of the Company, Mr. Lau San, borrowed money from the Company. These
amounts are interest-free, unsecured and repayable on demand.




Due to related
parties





As of
December 31, 2009 and 2008, due to related parties was summarized as
follows:





2009
            
            
            2008Lau
      San
            
            $
            -
            
            
            $
            1,005,084Changchun
      Junming Machinery Co., Ltd. (“CJMCL”)
            
            
            149,105
            
            
            
            148,734Shenzhen
      Junsheng Property Management Co., Ltd. (“SJPMCL”)
            
            
            14,626
            
            
            
            14,590Zhongji
      North Machinery Co., Ltd. (“Zhongji North”)
            
            
            409,524
            
            
            
            413,666Total
      due to related parties
            
            $
            573,255
            
            
            $
            1,582,074




F-24




CHINA
TRACTOR HOLDINGS, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 AND 2008


The
Company borrowed from CJMCL, which is controlled by Mr. Lau San, a director of
the Company for use in operations. The loan bore no interest and the principal
is due upon demand.





The
Company borrowed from SJPMCL, which is controlled by Ms. Yang, Fengyan, Mr. Lau
San’s wife, for use in operations. The loan bore no interest and the principal
is due upon demand.





The
Company, as noncontrolling shareholder of Zhongji North, borrowed from Zhongji
North, to fund the Company’s operations.  These amounts are
interest-free, unsecured and the principal is due upon demand.





NOTE
18   GOVERNMENT GRANT INCOME





The
Company records government grants when received and shows it as government grant
income on the face of consolidated statements of operations and other
comprehensive income (loss). All subsidies are nonrefundable.





In 2009,
Changchun Densen received a $2,924 subsidy from Jiutai Municipal Bureau of
Finance (“JMBF”) for the international business development. In 2008, Changchun
Densen received a $71,816 subsidy from JMBF for the improvement of the assembly
line of big and medium tractors.





NOTE
19   NONCONTROLLING INTERESTS





Noncontrolling
interests on the consolidated statement of income and comprehensive income of
$(114,516) and $800,299 for the years ended December 31, 2009 and 2008
respectively, represented the noncontrolling shareholders’ proportionate share
of the net income/(loss) of the Company.





NOTE
20   DISCONTINUED OPERATION





On
December 1, 2009, the Company entered into a letter of intent to transfer all
shares owned by the Company in Chang Tuo to SOASACC. As of December 31, 2009,
the Company lost control over Chang Tuo as SOASACC took over the management and
operations of Chang Tuo. Accordingly, Chang Tuo is reported as a discontinued
operation in accordance with ASC 205-20. The estimated transfer price is
$9,799,333 (RMB67,000,000). The final agreement is expected to be closed
around May 1, 2010.





NOTE
21   INCOME TAX





Changchun
Densen is governed by the Income Tax Law of the PRC concerning the private-run
enterprises, which are generally subject to tax at a statutory rate of 25% on
income reported in the statutory financial statements after appropriated tax
adjustments.




F-25




CHINA
TRACTOR HOLDINGS, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 AND 2008





Changchun
Densen is exempt from income tax in PRC for two years starting from the 1st
profitable year or 2008, whichever is earlier, and subject to 50% discount on
normal income tax rate for the following three years.





The
pre-tax accounting income/(loss) of our subsidiaries were as follows, for the
years ended December 31, 2009 and 2008:





2009
            
            
            2008Changchun
      Densen
            
            $
            (488,640
            )
            
            $
            24,883





The
following table reconciles the U.S. statutory rates to the Company’s effective
tax rate for the years ended December 31, 2009 and 2008:





2009
            
            2008US
      statutory rates
            34.0%
            
            34.0%Tax
      rate difference
            (9.0%)
            
            (9.0%)Valuation
      allowance
            (25.0%)
            
            (25.0%)Effect
      of tax holiday
            0.0%
            
            0.0%Non-deductable
      expenses
            0.0%
            
            0.0%Equity
      in earnings of investee
            0.0%
            
            0.0%Tax
      per financial statements
            0.0%
            
            0.0%




NOTE
22   OPERATING RISK





(a)
            Country
      risk





Currently,
the Company’s revenues are primarily derived from the sale of agriculture
tractors to customers in the People’s Republic of China (“PRC”). The Company
hopes to expand its operations to other countries, however, such expansion has
not commenced and there is no assurance that the Company will be able to achieve
such expansion. Therefore, a downturn or stagnation in the economic environment
of the PRC could have a material adverse effect on the Company’s financial
condition.





(b)
            Products
      risk





In
addition to competing with other manufacturers of agricultural machinery, the
Company competes with larger PRC companies which have greater funds available
for expansion, marketing, research and development and the ability to attract
more qualified personnel. These PRC companies may be able to offer products at a
lower price. There can be no assurance the Company will remain competitive
should this occur.




F-26




CHINA
TRACTOR HOLDINGS, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 AND 2008





(c)
            Exchange
      risk





The
Company can not guarantee the Renminbi, US dollar exchange rate will remain
steady, therefore the Company could post the same profit for two comparable
periods and post higher or lower profit depending on exchange rate of Renminbi
and US dollars. The exchange rate could fluctuate depending on changes in the
political and economic environments without notice.





(d)
            Political
      risk





Currently,
PRC is in a period of growth and is openly promoting business development in
order to bring more business into PRC. Additionally PRC currently allows a
Chinese corporation to be owned by a United States corporation. If the laws or
regulations relating to ownership of a Chinese corporation are changed by the
PRC government, the Company's ability to operate the PRC subsidiaries could be
affected.





(e)
            Interest
      risk





The
Company is exposed to interest rate risk arising from short-term variable rate
borrowings from time to time. The Company’s future interest expense will
fluctuate in line with any change in borrowing rates. The Company does not have
any derivative financial instruments as of December 31, 2009 and 2008 and
believes its exposure to interest rate risk is not material.




F-27




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:
April 15, 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
            
            April
      15, 2010Lau
      San/s/ Chen
      Guocheng
            
            Chief
      Financial Officer and Director
            
            April
      15, 2010Chen
      Guochen/s/ Liu
      Jingdong
            
            President
      and Director
            
            April
      15, 2010Glenn
      Peipert/s/ Changfu
      Wang
            
            Director
            
            April
      15, 2010Changfu
      WangDr.
      Baoyun Qiao
            
            Director




26