UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No.1

FORM 10-K/A

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

For the fiscal year ending December 31, 2009

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

For the transition period from ________ to ________.

Commission file number 000-52716

China Tractor Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		98-0445019
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification number)

Kalun Industrial Park JiuTai Economic Development Zone ChangChun City, P.R.China		130507
(Address of Principal Executive Offices)		(Zip Code)

86-431-82561001

(Registrant’s Telephone Number, Including Area Code)

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

None

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

Title of Each Class

Common Stock, $.001 par value per share

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

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

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

YES x NO ¨

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer ¨

Smaller reporting company x

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

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

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

DOCUMENTS INCORPORATED BY REFERENCE

None

EXPLANATORY NOTE

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

SIGNATURES

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

Dated: July 27, 2010

	/s/ Lau San
	Lau San
	Chief Executive Officer and Chairman

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

Signature	Title	Date

/s/ Lau San	Chief Executive Officer and Chairman	July 27, 2010
Lau San

/s/ Chen Guocheng	Chief Financial Officer and Director	July 27, 2010
Chen Guochen

/s/ Liu Jingdong	President and Director	July 27, 2010
Liu Jingdong

/s/ Changfu Wang	Director	July 27, 2010
Changfu Wang

/s/ Dr. Baoyun Qiao	Director	July 27, 2010
Dr. Baoyun Qiao

China Tractor Holdings, Inc. 10-K/A