8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report: June 28, 2010

CHINA KANGTAI CACTUS BIO-TECH, INC.

 (Exact name of registrant as specified in its charter)

Nevada	000-33097	87-0650263
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

No. 99 Taibei Road Limin Economy and Technology Developing District Harbin, P.R.C.	150025
(Address of principal executive offices)	(Zip Code)

Registrant’s Telephone Number, including area code:  (86) 451-57351189 ext 126

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02        Entry into a Material Definitive Agreement.

On June 28, 2010, China Kangtai Cactus Bio-Tech, Inc. (the “Company”) through its wholly-owned subsidiary, Harbin Hainan Kangda Cacti Hygienical Foods Co., Ltd. entered into an Asset Purchase Agreement (the “Agreement”) with Dadi Tobacco Trade Center (the “Seller”) of Raoping County in Guangdong Province of China. The Company has agreed to purchase from Seller certain real property and all improvements thereon, and all equipment, fixtures used in connection with the Seller’s operations for RMB (“Renminbi”) 3,500,000 (approximately US$5,147,000) in cash. The real property consists of the land use right to 4,784 square meters of land located in Raoping County of Guangdong Province of China for a period of 50 years.

Pursuant to the Agreement, the Company will make payments to the Seller in three installments. First installment will consist of 30% of the total purchase price to be paid within 10 days from the date of the execution of the Agreement. Second installment of 30% of the total purchase price will be paid at the commencement of the title transfer for the assets to be purchased under the Agreement with the applicable regulatory agencies. The third installment of 40% of the total purchase price will be paid within 5 days following the completion of the title transfer of all assets purchased. If the Seller does not complete all transfer of title of the assets required by law within 4 months from the date of the Agreement, the Seller will be subject to a penalty equal to 10% of the aggregate purchase price. If the Company does not make payment of the purchased price as set forth in the Agreement, the Company will be subject to a penalty payment equal to 10% of the amount of the installment payment not made at the time set out in the Agreement.

The Company currently outsources its cactus cigarettes. This acquisition will provide the Company with cigarette manufacturing capabilities to produce its own cactus cigarettes.

The description of the Agreement set forth above does not purport to be complete and are qualified in its entirety by the full text of the English version of the Agreement which is attached as Exhibit 10.1 hereto and incorporated by reference.

Item 9.01  Financial Statements and Exhibits.

Exhibit No.	Description
10.1	English Translation of the Asset Purchase Agreement Dated June 28, 2010.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.

CHINA KANGTAI CACTUS BIO-TECH, INC.
By:	/s/ JINJIANG WANG
	President and Chief Executive Officer

Date: July 2, 2010

EX-10.1

Exhibit 10.1

Asset Purchase Agreement

(English Translation)

Transferor: Raoping County Dadi Tobacco Trade Center (hereinafter referred to as Party A)

Transferee: Harbin Hainan Kangda Cacti Hygienical Foods Co., Ltd. (hereinafter referred to as Party B)

Business nature of Party A: Individual operation.

Major business: the wholesale and retail of daily necessities, hardware and electrical appliances, clothes etc.

Party A is willing to transfer its assets to Party B according to the provisions as specified in this agreement.

Business nature of Party B: Foreign-invested enterprise with registered capital of RMB 36,800,000.

Major business: manufacturing and marketing of cactus food, introducing, cultivating and research of cactus improved breeds.

Party B is willing to purchase the assets of Party A according to the provisions as specified in the agreement.

On the basis of principle of equality and sincerity, through friendly consultation, party A agrees to transfer its assets (hereinafter referred to as “Target Asset”) to Party B as follows:

Article I. Constitution of the target asset:

1. Land use right

Land use right for a period of 50 years of state-owned land covering 4,784 square meters located at Qianyang, Jishan Village, Qiandong Town, Raoping County.

2. Building ownership

Buildings covering 2,030 square meters located at Qianyang Industrial area, Qiandong Town, Raoping County.

3. Fixed assets ownership

All machinery, equipments and facilities (including equipment information) in the factory of the target company.

Article II.  Terms of disposal of debt and liability

All debt and liabilities (including unpaid wages, social security funds, tax fee, loan from banks and other debt ), and all related litigation and disputes arising before the execution of this agreement should be disposed by Party A prior to the closing.

Article III. Purchase price and payment mode

The two parties agree that the total purchase price of the assets is RMB 35,000,000 which include all assets transferred by Party A, but not including the fees to be paid to the land management department associated with the transfer of land use-right of state-owned land leasing which shall be the responsibility of Party B and all taxes relating to the transfer of assets shall be paid by Party B.

Party B will make payments to Party A in three installments. First installment will consist of 30% of the total purchase price to be paid within 10 days from the date of the Agreement. Second installment of 30% of the total purchase price will be paid at the commencement of the title transfer for the assets to be purchased under the Agreement with the applicable regulatory agencies. The third installment of 40% of the total purchase price will be paid within 5 days following the completion of the title transfer of all assets purchased.

Article IV. Terms of asset transfer

1. From the date of this agreement, both parties shall indentify all assets to be transferred in accordance with the schedule of assets attached hereto.  The asset identification process shall be completed within 60 days after the execution of this agreement.

2. From the date of this agreement, and after Party B pays Party A the first installment, Party A shall be responsible for completing all transfer of title of the assets within 4 months including the procedures of land use right transfer and building ownership transfer.

3. Party A is responsible for completing all transfer of title of the assets, Party B shall cooperate with Party A, and to pay all related fees.

4. From the date of the agreement until the completion of all the assets transfer, Party A shall maintain the target assets in good condition, and shall ensure that the target assets do not sustain any damage.

Article V. Representation and Warranty

1. Representation and Warranty of Party A

（1）Party A guarantees that the quality condition, age of use and performance with respect to the list of target assets are true.

（2）Party A guarantees that there are no dispute, liens or other encumbrances on the clear title and ownership of target asset. Party A has the full right of the ownership of the target asset. If any dispute arising with respect to the ownership of the target asset, Party A shall be responsible for resolving such disputes and be responsible for all damages thereby.

（3）With respect to the asset transfer, Party A has acquired all official approval from relevant government department, and Party A has obtained all approval of its board of directors and shareholders on the transferring the target assets to Party B.

2. Representation and Warranty of Party B

（1）Party B guarantees to fulfill its obligations according to the terms and conditions as specified in this agreement.

（2）Party B guarantees the legality of the source of funds used in the purchase the target asset.

Article VI. Confidentiality

Both Parties shall keep all commercial document, data and materials acquired from each other during the transfer of assets confidential, and shall not disclose any information to any third party, except as required otherwise by law.

Article VII.  Liability for breach of contract

Both parties should fulfill its obligations, if any party violates the agreement the party should reimburse the other party accordingly.

1. If Party A does not complete all transfer of title of the assets required by law by the date specified in this agreement, Party A shall be subject to a penalty equal to 10% of the aggregate purchase price.

2. If Party B does not make payment of the installment according to the schedule specified in the agreement, Party B shall be subject to a penalty equal to 10% of the amount of payable installment for such period.

Article VIII. Exhibits

This agreement includes 4 exhibits as follows:

1. Target Asset Appraisal

2. Land Use Right Certification

3. Certificate of Rights to Buildings

4. Resolutions adopted by the board of directors and shareholders of Party A approving the transfer of all target assets.

Article IX. Dispute Resolution

Any disputes arising out of or relating to this Agreement must be resolved by mediation. In the event the parties are unable to resolve the disputes through mediation, either party shall have the right to bring an action in a court of competent jurisdiction.

Article X. Miscellaneous

1. This Agreement may be amended or modified in writing duly and validly executed by both parties. Any amendment or modification shall have the same force and effect as this Agreement.

2. This Agreement shall be executed in two originals with each party keeping one original.

Party A (seal) Party B (seal)

Representative (SIGNATURE)	Representative (SIGNATURE)
Date: June 28, 2010	Date: June 28, 2010