UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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: ~~July~~April 1318, ~~2010~~2011

CHINA KANGTAI CACTUS BIO-TECH, INC. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

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

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):

¨ [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

¨Item ~~Soliciting~~1.01 ~~material~~Entry ~~pursuant~~into toa ~~Rule~~Material ~~14a-12~~Definitive ~~under the Exchange Act (17 CFR 240.14a-12)~~Agreement

¨ On ~~Pre~~April 18, 2011, China Kangtai Cactus Bio-~~commencement~~Tech, ~~communications~~Inc., a Nevada corporation (the “Company”) entered into an Investment Agreement (the “Investment Agreement”) with Kodiak Capital Group, LLC (the “Investor”) pursuant to which ~~Rule~~the ~~14d-2~~Company has agreed to issue and sell to the Investor, and the Investor has agreed to purchase from the Company, up to that number of the Company's common stock, at $0.001 par value per share, having an aggregate purchase price of one million five hundred thousand dollars (b$1,500,000) ~~under~~(the “Shares”) (the ~~Exchange~~“Financing”). ~~Act~~Pursuant to the Investment Agreement, the price per share will be determined once the Company submits a written notice (17the ~~CFR~~“Put Notice”) ~~240~~to the Investor stating the dollar amount in U.~~14d~~S. dollars the Company intends to sell to the Investor and will be based on the following formula: eighty five percent (85%) of the volume-2weighted average price of the Company’s common stock five (b5) days immediately preceding the date of the Put Notice and five (5) days immediately following the date of the Put Notice. Under the Investment Agreement, the Company may not deliver the Put Notice until after the resale of the Shares has been registered with the Securities and Exchange Commission. Additionally, provided that the Investment Agreement does not terminate earlier, the Company has a six (6) month period, beginning on the trading day immediately following the effectiveness of the registration statement, during which it may deliver the Put Notice to the Investor (the “Open Period”).

¨ Under ~~Pre-commencement~~the ~~communications~~Investment ~~pursuant~~Agreement tothe ~~Rule~~Investor ~~13e-4(c)~~will ~~under~~only purchase shares when the ~~Exchange~~Company ~~Act~~meets ~~(17~~the ~~CFR~~following ~~240.13e-4(c))~~conditions:

~~Item~~a ~~1.01~~registration ~~Entry~~statement ~~into~~has abeen ~~Material~~declared ~~Definitive Agreement~~effective and remains effective for the resale of the Shares until the closing of the Financing;
Onat ~~July 9,~~all ~~2010,~~times ~~China~~during ~~Kangtai Cactus Bio-Tech, Inc., a Nevada corporation (~~the ~~“Company”)~~ ~~entered~~period ~~into~~beginning anon ~~Investment Agreement (~~the ~~“Investment~~date ~~Agreement”) with~~of ~~Kodiak Capital Group, LLC (~~the ~~“Investor”)~~Put ~~pursuant~~Notice ~~to which the Company has agreed to issue~~ and ~~sell~~ending toon the ~~Investor,~~date ~~and the Investor has agreed to purchase from the Company, up to that number~~ of the ~~Company's~~closing ~~common stock, at $0.001 par value per share, having an aggregate purchase price~~ of ~~one million dollars ($1,000,000) (~~the ~~“Shares”) (the “~~Financing~~”). Pursuant to the Investment Agreement~~, the ~~price per share will be determined once the~~ Company submits a written notice (the “Put Notice”) to the Investor stating the dollar amount in U.S. dollars the Company intends to sell to the Investor and will be based on the following formula: eighty three percent (83%) of the volume-weighted average price of the Company’s common stock ~~five~~has ~~(5)~~been ~~days immediately~~listed ~~preceding~~on the ~~date of~~ Over-the-Counter ~~Put~~Bulletin ~~Notice~~Board and ~~five~~has ~~(5) days immediately following the date of the Put Notice. Under the Investment Agreement, the Company may~~ not ~~deliver the Put Notice until after the resale of the Shares has~~ been ~~registered~~suspended ~~with the Securities and Exchange~~from ~~Commission. Additionally,~~trading ~~provided~~thereon ~~that~~for ~~the~~a ~~Investment~~period ~~Agreement~~of ~~does not~~two ~~terminate earlier, the Company has a three~~ (32) ~~month~~consecutive ~~period, beginning on the~~ trading ~~day~~days ~~immediately following the effectiveness of the registration statement,~~ during ~~which it may deliver~~ the ~~Put Notice to the Investor (the “~~Open Period~~”).~~;
~~As part of~~ the ~~consideration for the Financing the~~ Company has ~~also~~not ~~agreed~~been tonotified ~~pay~~of ~~the Investor~~any apending ~~document~~or ~~preparation~~threatened ~~fee~~proceeding ofor ~~$15,000~~other ~~and~~action to ~~issue~~delist anor ~~additional~~suspend ~~15,000 shares~~the ~~of newly-issued~~ Company’s common stock~~, at $0.001 par value per share, at the closing of the Financing.~~;
~~Under~~the Company has complied with its obligations and is otherwise not in breach of or in default under the Investment Agreement, the ~~Investor~~Registration ~~will~~Rights ~~only~~Agreement ~~purchase~~or ~~shares~~any ~~when~~other ~~the~~agreement ~~Company meets~~executed ~~the~~in ~~following~~connection ~~conditions:~~therewith;
• a registration statement has been declared effective and remains effective for the resale of the Shares until the closing of the Financing; • at all times during the period beginning on the date of the Put Notice and ending on the date of the closing of the Financing, the Company’s common stock has been listed on the Over-the-Counter Bulletin Board and has not been suspended from trading thereon for a period of two (2) consecutive trading days during the Open Period; • the Company has not been notified of any pending or threatened proceeding or other action to delist or suspend the Company’s common stock; • the Company has complied with its obligations and is otherwise not in breach of or in default under the Investment Agreement, the Registration Rights Agreement or any other agreement executed in connection therewith; • no injunction has been issued and remains in force, and no action has been commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of the Shares; ~~• the issuance of the Shares will not violate any shareholder approval requirements of the market or exchange on which the Company’s common stock are principally listed;~~ and
~~The Investment~~the ~~Agreement~~issuance ~~will~~of ~~terminate~~the ~~when~~Shares will not violate any shareholder approval requirements of the ~~following~~market ~~events~~or exchange on which ~~occur:~~the Company’s common stock are principally listed.

	•	the Investor has purchased an aggregate of $1 million of the Company’s common stock;
	•	upon written notice from the Company to the Investor.

The Investment Agreement will terminate when any of the following events occur:

~~Similarly, this~~the ~~Investment~~Investor ~~Agreement,~~has ~~may,~~purchased atan ~~the~~aggregate ~~option~~ of ~~the~~$1.5 ~~non-breaching~~million ~~party, terminate~~of if the ~~Investor or the~~ Company’s ~~commits~~common ~~a material breach, or becomes insolvent or enters bankruptcy proceedings.~~stock;
~~The Company~~upon ~~also~~written ~~entered~~notice ~~into~~from ~~a Registration Rights Agreement with~~ the ~~Investor on~~Company ~~July 9, 2010. Pursuant~~ to the ~~Registration~~Investor; ~~Rights Agreement, the Company is obligated to file a registration statement registering the resale of the Shares.~~and
~~Copies~~upon of the ~~Investment~~expiration ~~Agreement and the Registration Rights Agreement described above are filed as exhibits herewith and the above summary~~ of the ~~agreements~~Open ~~is qualified in its entirety by reference to such agreements, which are incorporated herein by reference~~Period.

~~Item~~ ~~3.02~~Similarly, ~~Unregistered~~this ~~Sale~~Investment Agreement, may, at the option of ~~Equity~~the ~~Securities~~non-breaching party, terminate if the Investor or the Company commits a material breach, or becomes insolvent or enters bankruptcy proceedings.

As ~~described~~The inCompany ~~Item~~also ~~1.01~~entered ofinto ~~this~~a ~~Report~~Registration onRights ~~Form~~Agreement ~~8-K,~~with the ~~Company will issue to the~~ Investor ~~15,000~~on ~~shares of newly-issued Company common stock, at $0.001 par value~~April ~~per share~~18, ~~(the “Additional Shares”) at the closing of the Financing~~2011. ~~These Additional~~Pursuant ~~Shares~~to ~~will not be registered under~~ the ~~Securities~~Registration ~~Act~~Rights ~~of 1933~~Agreement, ~~as amended (~~the ~~“1933~~Company ~~Act”). The~~is ~~issuance~~obligated ofto ~~the~~file ~~Additional~~a ~~Shares~~registration ~~is exempt~~statement ~~under~~registering the ~~1933~~resale ~~Act by reason~~ of the ~~exemption provided by Section 4(2) of the 1933 Act for a transaction not involving a public offering~~Shares.

~~Item~~ ~~9.01~~Copies ~~Financial~~of ~~Statements~~the Investment Agreement and ~~Exhibits~~the Registration Rights Agreement described above are filed as exhibits herewith and the above summary of the agreements is qualified in its entirety by reference to such agreements, which are incorporated herein by reference.

Exhibit No.		Description
10.1		Investment Agreement dated as of July 8, 2010 by and between the Company and Kodiak Capital Group, LLC.
10.2		Registration Rights Agreement dated as of July 8, 2010 by and between the Company and Kodiak Capital Group, LLC.

Item 9.01 Financial Statements and Exhibits.

SIGNATURE

Exhibit No.	Description
10.1	Investment Agreement dated as of April 18, 2011 by and between the Company and Kodiak Capital Group, LLC.
10.2	Registration Rights Agreement dated as of April 18, 2011 by and between the Company and Kodiak Capital Group, LLC.

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

~~CHINA~~ Pursuant ~~KANGTAI~~to ~~CACTUS~~the ~~BIO-TECH,~~requirements ~~INC.~~of ~~By:~~the ~~/s/~~Securities ~~JINJIANG~~Exchange ~~WANG~~Act ~~Jinjiang~~of ~~Wang~~1934, ~~Chief~~the ~~Executive~~registrant ~~Officer~~has duly caused this report to be signed on its behalf by the undersigned duly authorized.

~~Date~~ CHINA KANGTAI CACTUS BIO-TECH, INC. By: /s/ JINJIANG WANG ~~July~~ Jinjiang 13Wang, Chief Executive Officer ~~2010~~

Date: April 18, 2011

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