---

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

FORM 10-Q/A
(Amendment No. 1)

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ To ____________

Commission File Number: 001-34542

CHINA VALVES TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)

Nevada	86-0891931
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer
	Identification No.)
21F Kineer Plaza, 226 Jinshui Road ,Zhengzhou, Henan Province, People’s Republic of China	450008
(Address of principal executive offices)	(Zip Code)
(86) 371-8612-7222
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

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 ninety (90) days.      YES [X]      NO [_]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).      YES [X]      NO [_]

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

Large accelerated filer [_]	Accelerated filer [X]
Non-accelerated filer [_] (Do not check if a smaller reporting company)	Smaller reporting company [_]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      YES [_]      NO [X]

As of May 6, 2012, there were 36,119,654 shares of common stock of the registrant outstanding. There is only one class of common stock.

1

---

 Explanatory Note

This Amendment No. 1 on Form 10-Q/A is an amendment to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2012 (the “Report”) filed with the Securities and Exchange Commission on May 8, 2012. This Form 10-Q/A is being filed for the sole purpose of amending its financial notes and some disclosures in Management Discussion and Analysis. This Form 10-Q/A does not alter any other part of the content of the Report and does not affect the information originally set forth in the Report, the remaining portions of which have not been amended.

2

---

CHINA VALVES TECHNOLOGY, INC.
FORM 10-Q
INDEX

			Page
Part I	Financial Information		4
	Item 1.	Condensed Financial Statements:	4
		Condensed Consolidated Balance Sheets	5
		Condensed Consolidated Statements of Income and Other Comprehensive Income	6
		Condensed Consolidated Statements of Cash Flows	7
		Notes to Condensed Consolidated Financial Statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
	Item 4.	Controls and Procedures	30
Part II	Other Information		31
	Item 1.	Legal Proceedings	31
	Item1A.	Risk Factors	32
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
	Item 3.	Defaults Upon Senior Securities	32
	Item 4.	(Removed and Reserved)	32
	Item 5.	Other Information	32
	Item 6.	Exhibits	32
Signatures			33

3

---

Part I - Financial Information

Item 1. Condensed Financial Statements

The accompanying unaudited condensed consolidated balance sheets for the periods ended March 31, 2012 and September 30, 2011,condensed consolidated statements of income and other comprehensive income for the three and six months ended March 31, 2012, and the related notes thereto, have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission (“SEC”).

Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. The financial statements reflect all adjustments, consisting only of normal, recurring adjustments, which are, in the opinion of management, necessary for a fair presentation for the interim periods.

As previously disclosed, the Company has determined that the financial statements for the year ended September 30, 2011 can no longer be relied upon. The Company has not yet determined the amount of the adjustment that impacts each quarterly period. Since they are unable to determine the amount of the error impacting the three and six month periods ended March 31, 2011, these income statements and the related statement of cash flows for the six month period ended March 31, 2011 are not considered to be reviewed. See note 2 to the interim financial statements.

The accompanying financial statements should be read in conjunction with the notes to the aforementioned financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended September 30, 2011.

The results of operations for the three and six months ended March 31, 2012 are not necessarily indicative of the results to be expected for the entire fiscal year or any other period.

4

---

CHINA VALVES TECHNOLOGY INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in U.S. dollars)

		March 31, 2012			September 30, 2011
ASSETS		(Unaudited)			(Unaudited)
Current assets:
Cash and cash equivalents	$	11,060,540		$	28,076,692
Restricted cash		4,044,152			2,344,276
Notes receivable		1,058,666			1,465,369
Accounts receivable, net of allowance for doubtful accounts of $8,134,227and $4,052,398 as of March 31, 2012 and September 30, 2011, respectively		152,665,973			124,514,274
Other receivables		7,746,257			5,106,572
Inventories, net of allowance of $1,959,843 and $ 2,394,319 as of March 31, 2012 and September 30, 2011, respectively		28,050,218			23,868,885
Advances on inventory and purchases		4,169,883			2,421,390
Advances on inventory purchase - related party		-			1,552,123
Prepaid expenses and other current assets		98,658			79,295
Total current assets		208,894,347			189,428,876
Property, plant and equipment, net		39,267,005			40,192,636
Accounts receivable - retainage, long term		4,484,135			5,724,024
Goodwill		34,415,741			33,976,186
Intangible assets, net		23,003,465			22,914,008
Other investments, cost		825,610			815,066
Other non-current assets		14,302			395,514
Deferred tax assets		1,885,817			-
Total assets	$	312,790,422		$	293,446,310
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable – trade	$	25,067,784		$	24,575,461
Accounts payable - related parties		-			786,471
Short-term loans		8,182,314			6,513,810
Other payables		3,280,532			5,287,964
Other payables - related parties		1,030,121			94,226
Notes payable		3,010,044			469,200
Accrued liabilities		5,173,615			4,091,998
Customer deposits		13,221,098			11,139,936
Income and other taxes payable		8,241,407			8,462,128
Total current liabilities		67,206,915			61,421,194
Commitments and contingencies					-

Shareholder’s Equity:
Common stock, $0.001 par value; 300,000,000 shares authorized;36,119,654 and 35,869,654 shares issued and outstanding as of March 31, 2012 and September 30, 2011, respectively		36,119			35,869
Additional paid-in capital		107,208,452			106,508,099
Statutory reserves		11,460,305			11,224,490
Retained earnings		105,305,580			95,571,501
Accumulated other comprehensive income		21,573,051			18,685,157
Total shareholders’ equity		245,583,507			232,025,116
Total liabilities and shareholders’ equity	$	312,790,422		$	293,446,310

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

5

---

CHINA VALVES TECHNOLOGY INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME

(Amounts in U.S. dollars)

		Three months ended March 31,						Six months ended March 31,
		2012			2011			2012			2011
		(unaudited)			(unaudited and			(unaudited)			(unaudited and
					not reviewed)						not reviewed)
Sales	$	38,395,870		$	41,825,806		$	94,062,843		$	93,536,188
Sales – related parties		16,979			127,775			68,928			746,568
Total sales		38,412,849			41,953,581			94,131,771			94,282,756
Cost of sales		(24,338,612	)		(24,450,331	)		(59,772,511	)		(58,332,576	)
Gross profit		14,074,237			17,503,250			34,359,260			35,950,180
Operating expenses:
Selling expenses		(2,603,717	)		(2,294,616	)		(6,380,848	)		(6,058,068	)
General and administrative expenses		(7,925,419	)		(5,963,702	)		(13,796,361	)		(12,497,733	)
Research and development expenses		(162,180	)		(59,078	)		(269,240	)		(106,075	)
Total operating expenses		(10,691,316	)		(8,317,396	)		(20,446,449	)		(18,661,876	)
Income from operations		3,382,921			9,185,854			13,912,811			17,288,304
Other income (expenses):
Other income, net		231,978			(3,102	)		372,653			175,592
Gain from acquisition		-			-			-			2,698,642
Interest and finance expense, net		(122,081	)		(57,670	)		(212,722	)		(76,378	)
Change in fair value of warrant liabilities		-			912,207			-			389,490
Total other income, net		109,897			851,435			159,931			3,187,346
Net income before income taxes		3,492,818			10,037,289			14,072,742			20,475,650
Provision for income taxes		(1,722,182	)		(2,467,843	)		(4,102,848	)		(6,498,045	)
Net income after income taxes		1,770,636			7,569,446			9,969,894			13,977,605
Other comprehensive income:
Foreign currency translation adjustment		1,648,731			645,910			2,887,894			3,127,346
Comprehensive income	$	3,419,367		$	8,215,356			12,857,788			17,104,951
Basic earnings per share:
Weighted average number of shares		36,083,940			35,623,376			35,976,211			35,132,917
Earnings per share	$	0.05		$	0.21			0.28			0.40
Diluted earnings per share:
Diluted weighted average number of shares		36,083,940			35,678,277			35,976,211			35,216,138
Earnings per share	$	0.05		$	0.21			0.28			0.40

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

6

---

CHINA VALVES TECHNOLOGY INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

		Six months ended March 31,
		2012			2011
		(unaudited)			(unaudited and
					not reviewed)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	9,969,894		$	13,977,605
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expenses		2,994,782			3,238,022
Allowance for doubtful accounts		4,020,804			1,049,806
Gain on acquisition		-			(2,698,642	)
Loss(Gain) on disposal of fixed assets		(12,068	)		6,798
Stock-based compensation		700,603			41,282
Change in fair value of warrant liabilities		-			(389,490	)
Deferred tax assets		(1,881,792	)		-
Change in operating assets and liabilities:
Restricted cash due to sales covenant		-			(95,775	)
Notes receivable		424,753			(294,546	)
Accounts receivable-trade and retainage, short term		(30,505,000	)		(16,385,371	)
Accounts receivable - related parties		-			(402,794	)
Other receivables		(2,568,982	)		60,663
Other receivables-related party		-			(171,194	)
Prepaid expenses and other current assets		81,101			2,401,668
Inventories, net		(3,864,272	)		3,563,801
Advances on inventory purchases		(1,713,502	)		(1,935,805	)
Advances on inventory purchases-related party		1,568,847			(560,961	)
Accounts receivable - retainage, long term		1,311,137			(3,899,147	)
Accounts payable-trade		174,014			3,570,702
Accounts payable-trade- related parties		(794,945	)		1,499,948
Other payables		(2,019,904	)		3,024,468
Other payables - related parties		915,115			(57,264	)
Accrued liabilities		1,041,463			(53,355	)
Customer deposits		1,932,910			(151,841	)
Taxes payable		(326,947	)		(1,414,144	)
Net cash provided by(used in) operating activities		(18,551,989	)		3,924,434
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of intangible assets		(208,852	)		(369,275	)
Cash proceeds from sale of equipment		61,175			-
Purchases of equipment		(947,081	)		(1,123,082	)
Net cash used in investing activities		(1,094,758	)		(1,492,357	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease (Increase) in restricted cash		(1,665,984	)		159,331
Short term notes payable		2,529,364			-
Cash proceeds from public offering and warrants exercised		-			9,391,482
Net proceeds from short-term loan - banks and others		1,580,853			3,614,497
Repayments of notes payables		-			(297,700	)
Net cash provided by financing activities		2,444,233			12,867,610
Effects of foreign currency translation		186,362			514,939
Net increase (decrease) in cash and cash equivalents		(17,016,152	)		15,814,626
Cash and cash equivalents, beginning of period		28,076,692			8,387,646
Cash and cash equivalents, ending of period	$	11,060,540		$	24,202,272
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	212,722		$	134,585
Cash paid for income taxes	$	4,476,715		$	12,117,336

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

7

---

Note 1 –Description of Business and Basis of Presentation

China Valves Technology, Inc. (the “Company”), was incorporated in Nevada in August 1997. Through its direct and indirect subsidiaries, the Company focuses primarily on the development, manufacture and sale of high-quality metal valves for the electricity, petroleum, chemical, water, gas and metal industries in the People’s Republic of China (the “PRC”). The Company’s operations are headquartered in Zhengzhou, Henan Province, PRC.

REPORTING ENTITIES

The accompanying condensed consolidated financial statements include the following subsidiaries:

Note 2 – Summary of significant accounting policies

RESTATEMENT

The presentation of certain line items presented on the consolidated financial statements and the relevant notes for the year ended September 30,2011 have been restated to correct the under accrued Value Added Tax for the year ended September 30,2011. The restatement made the Company’s previously reported cost of sales in the consolidated statements of income for the year ended September 30,2011 increase $2,670,688 and the income and other tax payables in the consolidated balance sheet as of September 30,2011 increased $2,670,688. The retained earnings in the consolidated balance sheet and consolidated statements of stockholders’ equity as of September 30,2011 decreased $2,670,688. The restatement has no effect for the cash flow for the six months ended March 31, 2012. Currently, the Company is still evaluating the quarterly financial impact for the year ended September 30, 2011.

As a result of the restatement, the accompanying 2011 interim financial statements and notes thereto for the quarterly periods ended March 31, 2011 have not been reviewed in accordance with Statement of Auditing Standards No. 100 ("SAS 100"), as required by Rule 10-01(d) of Regulation S-X promulgated under the Securities Act of 1934. The Company intends to file an amendment to this Form 10-Q to file unaudited interim financial statements for the quarterly periods ended March 31, 2011 reviewed in accordance with SAS 100 as required by Rule 10-01(d) as promptly as practicable after it has resolved outstanding matters addressed in the related Form 8-K which was filed with the SEC on February 14, 2012. Because the financial statements contained in this Form 10-Q do not meet the requirements of Rule 10-01 (d) of Regulation S-X, the Company may not be considered current in our filings under the Securities Exchange Act of 1934. Filing an amendment to this report, when the independent registered public accountants' review is complete, would eliminate certain consequences of a deficient filing, but the Company may become ineligible to use Form S-3 to register securities until all required reports under the Securities Exchange Act of 1934 have been timely filed for the 12 months prior to the filing of the registration statement for those securities. The Company is evaluating the impact of filing a deficient Form 10-Q due to lack of a review by an independent registered public accounting firm on its covenants under its contractual commitments, its obligations under NASDAQ Stock Market listing standards, and the Securities Exchange Act.

BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements of the Company and its wholly owned subsidiaries (collectively referred to herein as the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States of America for interim consolidated financial information. Accordingly, they do not include all the information and notes necessary for comprehensive consolidated financial statements.

In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the operating results for the three and six months ended March 31, 2012 have been made. It is suggested that these condensed consolidated financial statements be read in conjunction with the audited financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended September 30, 2011. The Company follows the same accounting policies in preparation of interim reports.

Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year.

USE OF ESTIMATES

The preparation of consolidated financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of fixed assets; the allowance for doubtful accounts; the fair value determination of financial and equity instruments, realizability of inventories; the recoverability of goodwill, intangible assets, land use right, plant and equipment; and accruals for income tax uncertainties and other contingencies. The current economic environment has increased the degree of uncertainty inherent in those estimates and assumptions.

FOREIGN CURRENCY TRANSLATIONS AND TRANSACTIONS

The Renminbi (“RMB”) of the People’s Republic of China has been determined to be the Company’s functional currency. The Company uses the U.S. dollar for financial reporting purposes.

For those entities whose currency is other than the US dollar, all assets and liabilities are translated into U.S. dollars at the exchange rate on the balance sheet date; shareholders’ equity is translated at historical rates and items in the statements of income and of cash flows are translated at the average rate for the period. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported in the statement of cash flows will not necessarily agree with changes in the corresponding balances in the balance sheet. 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.

8

---

REVENUE RECOGNITION

The Company recognizes revenue in accordance with Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605, Revenue Recognition, when persuasive evidence of an arrangement exists, the price is fixed or determinable, collection is reasonably assured and delivery of products has occurred or services have been rendered. These criteria are generally satisfied at the time of delivery for domestic sales when risk of loss and title passes to the customer. For international sales, the revenue recognition criteria are generally satisfied under Freight on Board (“FOB”) terms, in which the Company’s responsibility ends once the goods clear the port of shipment. Revenues presented on the consolidated statements of operations and comprehensive income is net of a value-added tax (“VAT”) taxes.

The Company allows its customers to retain 5% to 10% of the contract prices as retainage during the warranty period, usually 12 or 24 months after the products were put into use, to guarantee product quality. Retainage is considered as a payment term included as a part of the contract price, and recognized as revenue based upon delivery of products. Due to nature of the retainage, the Company’s policy is to take into revenue the full value of the contract without VAT, including any retainage, as it performs against the contact since the Company has experienced insignificant warranty claims historically resulting in the Company having to repair or exchange a defective product. Due to the infrequency and insignificant amount of warranty claims, the ability to collect retainage is reasonably assured and is recognized at the time of delivery.

The Company also provides services to some of its sales agents and distributors. The Company recognizes revenue on these services once a contract is signed and the services have been rendered.

WARRANTIES

The Company typically provides warranty for all of its products and provides replacement or credit to its customers who are not satisfied with the products for a period of one year from the date of shipment. The Company has not established reserve funds for potential customer claims because, historically, the Company has not experienced significant customer complaints about its products. The Company believes that its customer support teams, quality assurance team and manufacturing monitoring procedures will continue to keep claims at a level that does not support a need for a reserve. The Company reviews customer claims on a monthly basis and may establish a reserve when necessary.

VALUE ADDED TAX (“VAT”)

All China-based enterprises are subject to a VAT imposed by the PRC government on their domestic product sales. The output VAT is charged to customers who purchase goods from the Company and the input VAT is paid when the Company purchases goods from its vendors. Input VAT rates are 17% for the purchasing activities conducted by the Company. Output VAT rate is 17% for all products. The input VAT can be offset against the output VAT. The VAT payable or recoverable balance presented on the consolidated balance sheets represents either the input VAT less than or larger than the output VAT.

COST OF GOODS SOLD

Cost of goods sold consists primarily of direct material costs, direct labor costs, direct depreciation and related direct expenses attributable to the production of the products. Inbound shipping and handling costs and purchasing are included in direct material costs. Manufacturing overhead includes expenses such as indirect labor, depreciation as it relates to the cost of production, rent, utilities, receiving costs, and equipment maintenance and repairs.

SHIPPING AND HANDLING COSTS

Shipping and handling costs incurred for shipping of finished products to customers are included in selling expense and totaled $224,527 and $130,801for the three months ended March 31, 2012, and 2011, respectively;$469,168 and $516,457 for the six months ended March 31, 2012 and 2011, respectively.

ADVERTISING EXPENSES

Advertising costs are expensed when incurred and are included in selling, general and administrative expenses, which amounted to $30,189 and $27,870 for the three months ended March 31, 2012, and 2011, respectively;$88,971 and $114,618 for the six months ended March 31, 2012 and 2011, respectively.

RESEARCH AND DEVELOPMENT COSTS

Research and development costs are expensed as incurred. The costs of material and equipment that are acquired or constructed for research and development activities and which have alternative future uses, either in research and development, marketing, or sales, are classified as property and equipment and depreciated over their estimated useful lives.

9

---

CASH AND CASH EQUIVALENTS

The Company considers all highly-liquid investments with maturity of three months or less to be cash equivalents. The Company maintains its cash accounts at creditworthy financial institutions and closely monitors the movements of its cash positions.

RESTRICTED CASH

The Company’s restricted cash consists of cash in the bank as security for its exported products, security deposits for contract performance, notes payable and cash held in escrow to pay for certain investor relations expenses. For restricted cash held in bank, the restriction is released after the customers have received and inspected the products. The Company has notes payable outstanding with various banks and is required to keep certain amounts on deposit that are subject to withdrawal restrictions. Cash held in escrow is expensed as incurred.

ACCOUNTS RECEIVABLES

The Company’s business operations are conducted in the PRC by selling on various payment terms.

The Company regularly evaluates and monitors the creditworthiness of each of its customers in accordance with the prevailing practice in the valve industry and based on general economic conditions in China. The Company maintains a general policy of providing allowance for doubtful accounts as follows:

Aging of Accounts Receivables	Allowance Percentage
With 12 months	-
12-24months	5%
24-36months	25%
Above 36months	100%

Management reviews its receivables on a quarterly basis to determine if the allowance for doubtful accounts is adequate. An estimate for doubtful accounts is recorded when collection of the full amount is no longer probable. Known bad debts are written off against the allowance for doubtful accounts when identified. The Company’s existing reserve is consistent with its historical experience and considered adequate by management.

INVENTORIES

Inventories are stated at the lower of cost or market determined using the weighted average method which approximates cost and estimated net realizable value. Cost of work in progress and finished goods comprise direct material, direct production costs and an allocated portion of production overhead costs based on normal operating capacity.

The Company provides a reserve for estimated inventory obsolescence or excess quantities on hand equal to the difference between the cost of the inventory and its estimated realizable value. The future estimated realizable value of inventory is generally based on the historical usage of such inventory. The Company ages its inventory with no recent demand and applies various valuation factors based on the last demand from customers for such material. If future conditions cause a reduction in the Company’s current estimate of realizable value, due to a decrease in customer demand, a drop in commodity prices or other market-related factors that may influence demand for particular products, additional provisions may be required. In addition, the Company also reviews most recent quotes from vendors and compares with the carrying value of its inventory. If carrying amount of raw materials exceeds prices available at the balance sheet date, then the excess amount is directly written off and included in cost of the goods sold.

Semi-finished products are work-in-process (“WIP”) inventory at the finishing stages of production. These products that are awaiting final assembly have similar physical shape to finished goods. The Company differentiates these products from WIP for inventory management purposes.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are recorded at cost and are stated net of accumulated depreciation. Depreciation expense is determined using the straight-line method over the estimated useful lives of the assets, as follows:

	Estimated Useful
	Economic Life
Buildings and improvement	10-30 years
Machinery and equipment	5-10 years
Office furniture and equipment	5 years
Motor Vehicles	8-10 years

10

---

Maintenance and repairs are charged directly to expense as incurred, whereas improvements and renewals are generally capitalized in their respective property accounts. When an item is retired or otherwise disposed of, the cost and applicable accumulated depreciation are removed and the resulting gain or loss is recognized and reflected as a line item in statements of income before income from operations.

Construction in progress represents direct costs of construction as well as acquisition and design fees incurred. Capitalization of these costs ceases and the construction in progress is transferred to property, plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. Interest incurred during the period required to complete the construction is capitalized into construction in progress. All other interest is expensed as incurred. No depreciation is provided until construction is completed and the asset is ready for its intended use. Maintenance, repairs and minor renewals are charged directly to expenses as incurred. Major additions and betterments to property and equipment are capitalized.

INTANGIBLE ASSETS

Intangible assets consist of patents, software and land use rights. Patents are being amortized over 5-20 years as management believes those are the estimated useful life of the patents currently owned by the Company. Software is amortized over 10 years, its estimated useful life.

According to the laws of the PRC, the government owns all the land in the PRC. Companies or individuals are authorized to possess and use the land only through the land use rights granted by the government. The land use rights represent cost of the rights to use the land in respect of properties located in the PRC. Land use rights are carried at cost and amortized on a straight-line basis over the period of rights of 46.4 -50 years.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company, in accordance with ASC 360, Property, Plant and Equipment, reviews for impairment of long-lived assets and certain identifiable intangibles whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability is determined by comparing projected undiscounted cash flows associated with such assets to the related carrying value.

An impairment loss would be recognized when estimated discounted future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. The Company performed impairment review on its long-lived assets.For the products manufactured by certain equipment that did not meet the customer’s needs any more, the Company determined that the equipment was technically obsolete and needed to be replaced with new equipment to meet the customer’s current and future needs. $0 and $0 impairment losses were recognized for the three month periods ended March 31, 2012 and 2011, respectively;$0and $1,341,962 for the six months ended March 31, 2012 and 2011, respectively.

11

---

RETIREMENT AND OTHER POST RETIREMENT BENEFITS

Full-time employees of the Company in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require the Company to make contributions to the government for these benefits based on certain percentages of the employees’ salaries. The Company accounts for the mandated defined contribution plan under the vested benefit obligations approach based on the guidance of ASC 715, Compensation—Retirement Benefits.

The total amounts for such employee benefits which were expensed were $519,997 and $729,489 for the three month periods ended March 31, 2012 and 2011, respectively;$1,072,752 and $1,169,631 for the six months ended March 31, 2012 and 2011, respectively.

INCOME TAXES

The Company follows ASC 740, Income Taxes, which require the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company adopted ASC 740-10-25, which provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax position. The Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company did not recognize any additional liabilities for uncertain tax positions as a result of the implementation of ASC 740-10-25.

COMPREHENSIVE INCOME

The Company adopted ASC 220, Comprehensive Income, which establishes standards for reporting and presentation of comprehensive income and its components in a full set of general-purpose financial statements. The Company has chosen to report comprehensive income in the statements of operations and comprehensive income. Comprehensive income is comprised of net income and all changes to stockholders’ equity except those due to investments by owners and distributions to owners.

12

---

CONCENTRATIONS OF CREDIT RISK AND RISK FACTORS

Environment—The Company’s operations are carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC’s economy. The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, restrictions on currency conversion and remittance abroad, and rates and methods of taxation, among other things.

Bank Deposits—Certain financial instruments may subject the Company to concentration of credit risk. The Company maintains bank deposits within state-owned banks within the PRC, Hong Kong and the United States. Balances at financial institutions of state owned banks within the PRC are not covered by insurance. As of March 31, 2012 and September 30, 2011, the Company’s cash and restricted cash balances, totaling $15,049,854 and $29,508,367 respectively were not covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.

Trade Accounts Receivable—Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers dispersed across diverse markets and generally short payment terms. Credit is extended based on an evaluation of the customer’s financial condition and collateral generally is not required. The Company evaluates the collectability of accounts receivable based on a combination of factors. In cases where the Company is aware of circumstances that may impair a specific customer’s ability to meet its financial obligations subsequent to the original sale, the Company will record a specific allowance against amounts due, and thereby reduce the net recognized receivable to the amount the Company reasonably believes will be collected. There is no customer individually with over 10% of accounts receivable balance as of March 31, 2012 and 2011.

Revenues—Substantially all of the Company’s revenues are derived from sales of valves in the PRC. Any significant decline in market acceptance of the Company’s products could impair our ability to operate effectively. Five major customers represented approximately 24% and 30% of the Company’s total sales for the three months ended March 31, 2012 and 2011, respectively;16% and 13% of the Company’s total sales for the six months ended March 31, 2012 and 2011.Sales from the largest customer accounted for 8% and 12% of total sales for the three months ended March 31, 2012 and 2011, respectively;7% and 4% of the Company’s total sales for the six months periods ended March 31, 2012 and 2011

FAIR VALUE OF FINANCIAL INSTRUMENTS

ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value:

Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company holds. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2—Valuation based on quoted prices in markets that are not active for which all significant inputs are observable, either directly or indirectly.

Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The Company adopted ASC 820, Fair Value Measurements and Disclosures, on January 1, 2008 for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The Company has not adopted ASC 820 for nonfinancial assets and nonfinancial liabilities, as these items are not recognized at fair value on a recurring basis. The adoption of ASC 820 for all financial assets and liabilities did not have any impact on the Company’s consolidated financial statements and the Company does not expect to have any impact on the Company’s consolidated financial statements if ASC 820 for nonfinancial assets and liabilities is adopted.

Financial instruments include cash and cash equivalents, restricted cash, accounts receivables, prepayments and other receivables, investments, short term borrowings from banks, accounts payable and accrued expenses and other payables. The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, prepayments and other receivables, investments, short -term loans, accounts payable and accrued expenses approximate their fair value due to the short-term maturities of these instruments.

13

---

OTHER INVESTMENTS

The Company invested in China Perfect Machinery Industry Co., Ltd. in 1996 and Kaifeng Commercial Bank in 1997. The Company owns approximately 0.0955% of China Perfect Machinery Industry Co. Ltd. and approximately 1.6% of Kaifeng Commercial Bank. The Company does not have the ability to exercise control over the investee companies and the investments have been recorded under the cost method. These long term investments amounted to $825,610 and $815,066 as of March 31, 2012 and September 30, 2011, respectively. There has been no change in the carrying value since initial investment, other than the effects of translation difference.

The Company evaluates potential impairment whenever events or changes in circumstances indicate that the carrying amount of the investments may not be recoverable. For investments carried at cost, the Company recognizes impairment in the event that the carrying value of the investment exceeds the Company’s proportionate share of the net book value of the investee. As of March 31, 2012, management believes no impairment charge is necessary.

CUSTOMER DEPOSITS

Customer deposits represent amounts advanced by customers on product orders. The product normally is shipped within six months after receipt of the advance payment and the related sale is recognized in accordance with the Company’s revenue recognition policy. As of March 31, 2012 and September 30, 2011, customer deposits amounted to $ 13,221,098 and $11,139,936, respectively.

STOCK COMPENSATION

The Company receives employee and certain non-employee services in exchange for (a) equity instruments of the Company or (b) liabilities that are based on the fair value of the Company’s equity instruments or that may be settled by the issuance of such equity instruments. The Company accounts for stock compensation expense under the fair value recognition provisions of the ASC 718, which requires companies to estimate the fair value of share-based payment awards on the date of grant using an option pricing model.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In April 2011, the FASB issued ASU No. 2011-03, Transfers and Servicing (Topic 860): Reconsideration of Effective Control for Repurchase Agreements (ASU 2011-03), intended to improve financial reporting of repurchase agreements and refocus the assessment of effective control on a transferor’s contractual rights and obligations rather than practical ability to perform those rights and obligations. The guidance in ASU 2011-03 is effective for the first interim or annual period beginning on or after December 15, 2011. The Company does not expect the adoption of ASU 2011-03 to have a significant impact on its consolidated financial statements.

In May 2011, the FASB issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 represents the converged guidance of the FASB and the International Accounting Standards Board (IASB) on fair value measurement. A variety of measures are included in the update intended to either clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for disclosing information about fair value measurements. For many of requirements, the FASB does not intend to change the application of existing requirements under Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011 and early application is not permitted. The Company is evaluating the impact adoption of ASU 2011-04 and does not expect the adoption of ASU 2011-04 will have significant impact on its consolidated financial statements.

In July 2011, the FASB issued accounting guidance on disclosures about the credit quality of financing receivables and the allowance for credit losses. The guidance expands disclosures for the allowance for credit losses and financing receivables by requiring entities to disclose information at disaggregated levels. It also requires disclosure of credit quality indicators, past due information and modifications of financing receivables. The Company does not expect the adoption of this guidance to have a significant impact on its consolidated financial statements.

In September 2011, the FASB issued Intangibles – Goodwill and Other (Topic 350) – Testing Goodwill for Impairment (ASU No. 2011-08), which amends ASC 350 to first assess qualitative factors before performing the quantitative goodwill impairment testing. The ASU provides the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the results of the qualitative analysis indicate it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative two-step impairment test, which is required under current U.S. GAAP, would not be necessary. The ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The implementation of the ASU is not expected to have a material impact on the Company’s financial statements.

14

---

Note 3 – Accounts receivable, net

Accounts receivable consists of the following:

		March 31, 2012			September 30, 2011
		(unaudited)			(unaudited)
Total accounts receivable	$	165,284,335		$	134,290,696
Allowance for bad debts		(8,134,227	)		(4,052,398	)
Accounts receivable, net		157,150,108			130,238,298
Accounts receivable – non-current retainage		(4,484,135	)		(5,724,024	)
Accounts receivable (including related party) – current	$	152,665,973		$	124,514,274

As of March 31, 2012 and September 30, 2011, retainage held by customers included in the Company’s accounts receivable was as follows:

		March 31, 2012			September 30, 2011
		(unaudited)			(unaudited)
Retainage
Current	$	18,800,086		$	13,854,814
Non-current		4,484,135			5,724,024
Total retainage	$	23,284,221		$	19,578,838

The following represents the changes in the allowance for doubtful accounts:

		March 31, 2012			September 30,2011
		(unaudited)			(unaudited)
Balance, beginning of the period	$	4,052,398		$	998,739
Additions to the reserve		4,020,804			2,974,399
Foreign currency translation adjustment		61,025			79,260
Balance, end of the period	$	8,134,227		$	4,052,398

15

---

Note 4 – Inventories, net

		March 31, 2012			September 30,2011
		(unaudited)			(unaudited)
Raw materials	$	7,592,385		$	5,438,464
Work-in-progress		9,486,444			9,088,975
Finished goods		11,059,774			8,613,573
Semi-finished products		1,871,458			1,417,185
Inventory in transit					1,705,007
Total		30,010,061			26,263,204
Less: Inventory allowance		(1,959,843	)		(2,394,319	)
Inventories, net	$	28,050,218		$	23,868,885

As of March 31, 2012 and September 30, 2011, the management of the Company estimated its inventories at the lower of cost or market, determined on a weighted average method, or net realizable value.

Per the estimation, the Company recognized $1,959,843 and $2,394,319 inventory allowance for slow moving inventory as of March 31, 2012 and September 30, 2011, respectively, most of which were slow moving commodity valves produced for general usage whose technical specification was obsolete. The Company recognized $0 and $213,229 inventory impairment loss as cost of sales for the three months periods ended March 31, 2012 and 2011, respectively; $0 and $920,065 inventory impairment loss as cost of sales for the six months periods ended March 31, 2012 and 2011, respectively. During the six months periods ended March 31, 2012, the Company disposed some of slow moving inventories, which made the inventory allowance decrease $434,476 as of March 31, 2012.

Note 5 –Property, plant and equipment, net

Property, plant and equipment consist of the following:

		March 31, 2012			September 30,2011
		(unaudited)			(unaudited)
Buildings and improvements	$	23,930,507		$	23,592,085
Machinery and equipment		29,228,816			27,934,105
Motor vehicles		2,963,772			2,925,919
Office equipment		1,687,005			1,665,384
Construction in progress		132,395			165,511
Total		57,942,495			56,283,004
Less: Accumulated depreciation		(18,675,490	)		(16,090,368	)
Property plant and equipment, net	$	39,267,005		$	40,192,636

Depreciation expenses were $1,301,451 and $1,282,428 for the three months ended March 31, 2012 and 2011, respectively; $2,571,204 and $2,855,240 for the six months ended March 31, 2012 and 2011, respectively.

Certain buildings with an aggregate carrying value of $1,513,061 and $1,522,456 were pledged as collateral for bank loans as of March 31, 2012 and September 30, 2011 respectively.

Note 6 – Goodwill

Goodwill represents the excess of cost of an acquisition business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination at the date of the acquisition.

Goodwill for impairment has been tested annually, or whenever events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is below its carrying amount. The Company determines the reporting units based on following factors: a. it engages in business activities from which it may earn revenues and incur expenses; b. its operating results are regularly reviewed by the Company’s chief operating decision makers to make decisions about resources to be allocated to the segment and assess its performance; and c. its discrete financial information is available. No impairment loss was incurred for the three months ended March 31, 2012 and 2011 based on the Company’s estimation; No impairment loss was incurred for the six months ended March 31, 2012 and 2011 based on the Company’s estimation.

A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include current period operating or cash flow losses combined with a historical of operating or cash flow losses, a projection or forecast that demonstrates continuing operating or cash flow losses, a significant adverse change in AR collection and unanticipated technology revolution in valves industry, among others. The Company performs its annual impairment review of goodwill every year at September 30 and when a triggering event occurs between annual impairment tests. The goodwill impairment test is a two-step test. Under the first step, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit, and the Company must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed.

16

---

A summary of changes in the Company’s goodwill was as follows:

		Goodwill
Balance, September 30, 2011	$	33,976,186
Foreign currency translation adjustment		439,555
Balance, March 31, 2012	$	34,415,741

The goodwill was generated from the acquisitions of a number of companies engaged in production of valves in China. According to ASC805 “Business Combinations”, the acquisition of these businesses should be treated as acquisition of a business. Any excess of the purchase prices over the estimated fair values of the net assets acquired is recorded as goodwill.

In 2004, the Company acquired two companies engaged in the production of valves. The Company recognized approximately $21 million goodwill representing the excess of cost of an acquisition business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination at the date of the acquisition.

On April 8, 2010, the Company acquired 100% of Hanwei Valve and recognized approximately $11 million goodwill representing the excess of cost of an acquisition business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination at the date of the acquisition.

The goodwill recognized in conjunction with the acquisition of Hanwei Valve represents intangible values that Hanwei Valve has built over its more than 16 years of history, which do not qualify for separate recognition. These values include but are not limited to:

	i)	Expected synergies from combining operations of the Company’s operating subsidiaries and Hanwei Valve;
	ii)	The experienced work force;
	iii)	Proprietary technologies related to certain products; and
	iv)	The proprietary manufacturing processes.

The Company has six operating subsidiaries as reporting units included in continuing operations as of March 31, 2012, among which three reporting units had goodwill. The following table represents goodwill of the three subsidiaries as of March 31, 2012 and September 30, 2011, respectively.

(in thousands)		March 31, 2012			September 30, 2011
		(Unaudited)			(unaudited)
Kaifeng Valve	$	10,783		$	10,783
ZD Valve		10,029			10,029
Hanwei Valve		11,046			11,046
Foreign currency translation adjustment		2,558			2,118
Total	$	34,416		$	33,976

As at March 31, 2012, the Company updated its goodwill impairment tests because the market capitalization is significantly below the carrying value of its net assets. The result is that the fair values of our reporting units are substantially in excess of their carry values. Therefore, the management believed no goodwill was subject to the risk of impairment.

The management believe the difference between the market capitalization and the carrying value of our net assets is to due (a) a control premium that should be applied to the market capitalization in determining the fair value of the entire Company and (b) a temporary decline in the stock price suffered by Chinese companies that are public in the U.S. as a result of negative press surrounding accounting practices and reverse mergers of certain Chinese companies.

17

---

Note 7 - Intangible assets, net

Intangible assets consist of the following:

		March 31, 2012			September 30, 2011
		(unaudited)			(unaudited)
Patents	$	2,801,618		$	2,765,836
Software		2,084,227			1,850,982
Land use rights		20,278,187			20,019,196
Total		25,164,032			24,636,014
Less: Accumulated amortization:
Patents		(405,245	)		(307,061	)
Software		(553,132	)		(442,451	)
Land use rights		(1,202,190	)		(972,494	)
Total accumulated amortization		(2,160,567	)		(1,722,006	)
Intangibles, net:
Patents		2,396,373			2,458,775
Software		1,531,095			1,408,531
Land use rights		19,075,997			19,046,702
Intangible assets, net	$	23,003,465		$	22,914,008

Amortization expense was $220,636 and $193,191 for the three months ended March 31, 2012 and 2011, respectively; $423,578 and $382,782 for the six months ended March 31, 2012 and 2011, respectively.

Certain land use rights with an aggregate carrying value of $5,900,322 and $5,894,995 were pledged as collateral for short-term bank loans as of March 31, 2012 and September 30, 2011 respectively.

Note 8 – Loans

SHORT-TERM LOANS:		March			September 30,
		31, 2012			2011
		(unaudited)			(unaudited)
Bank of Communications , Changsha branch, due December 2012, annum interest at 7.872%, pledged by Changsha Valve’s land use rights	$	633,693		$	625,600
China Everbright Bank, Changsha branch, due June 2012, annum interest at 7.572%, pledged by Changsha Valve’s land use rights and buildings		950,540			938,400
China Citic Bank, Zhengzhou branch, due December 2012 annum interest at 8.528%, guaranteed by Kaifeng High-pressure valve steel casting Iron Co., Ltd.		4,752,701			3,128,000

Unrelated third parties, due on demand, annum interest rate range from 0% to 10.000%, and unsecured		995,223			982,511
Local Bureau of Finance, Kaifeng City, due on demand, non-interest bearing and unsecured		850,157			839,299
Total short-term loans	$	8,182,314		$	6,513,810

Interest expense incurred for the three months ended March 31, 2012 and 2011 amounted to $122,081 and $57,670, respectively; the six months ended March 31, 2012 and 2011 amounted to $212,722 and $76,378, respectively. For the three months ended March 31, 2012 and 2011, $0 and $0 interest expense was capitalized for assets, respectively; and for the six months ended March 31, 2012 and 2011, $0 and $60,152 interest expense was capitalized for assets, respectively. As of March 31, 2012, there are no restrictive covenants related to the loans stated above.

18

---

Note 9 – Statutory reserves

The laws and regulations of the PRC require that before a foreign invested enterprise can legally distribute profits, it must first satisfy all tax liabilities, provide for losses in previous years, and make allocations, in proportions determined at the discretion of the board of directors, to the statutory reserve. The statutory reserves include the surplus reserve fund.

The Company is required to transfer 10% of its net income, as determined in accordance with the PRC accounting rules and regulations, to a statutory surplus reserve fund until such reserve balance reaches 50% of the Company’s registered capital. The transfer to this reserve must be made before distribution of any dividends to shareholders. The Company had $11,460,305 and $11,224,490 statutory reserves as of and March 31, 2012 and September 30, 2011, respectively.

The surplus reserve fund is non-distributable other than during liquidation and can be used to fund previous years’ losses, if any, and may be utilized for business expansion or converted into share capital by issuing new shares to existing shareholders in proportion to their shareholding or by increasing the par value of the shares currently held by them, provided that the remaining reserve balance after such issue is not less than 50% of the registered capital.

Note 10 – Commitments and contingencies

The Company’s subsidiary, ZD Valve entered into a lease agreement for a manufacturing plant and office space with Zhengzhou Cheng Long Corporation, a related party, from January 1, 2008 to December 31, 2008. The lease agreement was subsequently extended to December 31, 2012. In 2009, ZD Valve made leasehold improvements to its leased manufacturing plant in the amount of $615,260, which has been used as rental payments for the following two years. As of March 31, 2012, the prepaid rental had been fully amortized as rental expense and a new lease contract has been signed at annual rental of $212,466 for three years.

The Company’s subsidiary, Tonghai entered into a lease agreement for an office space with Jia Hong Yao, an unrelated party, from September 20, 2009 to September 19, 2014 with annual lease payments of $230,493.

For the three months ended March 31, 2012 and 2011, total lease expense, including amounts included in cost of sales and administrative expenses, were totally $125,870 and $284,965, respectively; for the six months ended March 31, 2012 and 2011,were totally $302,211 and $447,067, respectively.

The future minimum lease payments at March 31, 2012, are as follows:

		Amount
Year ending March 31, 2013	$	260,183
Year ending March 31, 2014		260,183
Year ending March 31, 2015		189,934
Year ending March 31, 2016 and thereafter		6,601
Total	$	716,901

19

---

Contingency

On February 4, 2011, a plaintiff filed a purported class action naming the Company, its Chairman and certain present and former senior executives as defendants, asserting claims for certain violations of the securities laws and seeking unspecified damages. The complaint, which was styled Donald Foster, et al. v. China Valves Technology, Inc., et al., was filed in the U.S. District Court for the Southern District of New York. Several substantially identical complaints were subsequently filed in the same court. On or about June 29, 2011, the Court consolidated the three cases referenced above and appointed Bristol Investment Fund, LTD (“Bristol”) as lead plaintiff. In the consolidation order the Court renamed the case In re China Valves Technology Securities Litigation. On August 29, 2011, Bristol filed a consolidated class action complaint, which named additional defendants including an individual shareholder of the Company and the Company’s auditor. The Company and the individual defendants filed a motion to dismiss the consolidated complaint in the class action on November 21, 2011. The briefing on the motion to dismiss is complete, and the parties are waiting for the Court either to set a hearing date for oral argument on the motion or to rule on the motion. Discovery continues to be stayed pending resolution of the motion.

The consolidated complaint purports to assert claims on behalf of a purported class of persons and entities who purchased shares of the Company’s common stock at allegedly artificially high prices during the period between December 1, 2009 and January 13, 2011 and who suffered damages as a result of such purchases. The allegations in the consolidated complaint relate to the Company’s acquisitions of Able Delight and Hanwei Valves and include allegations regarding the Company’s financial statements and press releases. The complaint alleges, among other things, that the Company’s statements about the nature and quality of the Company’s acquisition of Able Delight were materially false and misleading and that the Company’s statements failed to describe the role in the transaction of an alleged related party. In addition, the complaint alleges that the Company’s statements about the Hanwei Valves acquisition were materially false and misleading because they failed to disclose the alleged involvement of certain related parties and allegedly misdescribed the transaction as a purchase of assets rather than as a purchase of an entity. The Company intends to contest the allegations and to defend itself vigorously.

On September 14, 2011, a plaintiff filed an action, derivatively and on behalf of the Company, naming its Chairman and certain senior executives as defendants, and naming the Company as a nominal defendant. The complaint, which is styled Gervat v. Fang et al., was filed in the U.S. District Court for the Southern District of New York, and asserts claims for breach of fiduciary duty, gross mismanagement, and other common law claims, and seeks unspecified damages. On October 11, 2011, the plaintiff filed an Amended Complaint with substantially similar claims. The parties have stipulated to a scheduling order that would stay all proceedings in the derivative action pending resolution by the Court of the defendants’ motion to dismiss the class action consolidated complaint.

Nevertheless, there is possibility that a loss may have been incurred from above class actions. In accordance with ASC Topic 450, no loss contingency was accrued as of March 31, 2012 since the possible loss or range of loss cannot be reasonable estimated.

Note 11 – Related party transactions

The Company had the following significant related party balances as of March 31, 2012 and September 30, 2011, respectively:

		March 31,			September 30,
		2012			2011
		(Unaudited)			(unaudited)
Advances on inventory purchase - related party, the Casting Company		-			1,552,123
Accounts payable – related party, payable to Zhengzhou Tonghai Trade		-			(783,148	)
Accounts payable – related party: Kaifeng Zhenghe Northern Song Porcelain Art Co., Ltd.		-			(3,323	)
Other payable: cash advance from officers, unsecured, interest-free, due on demand		(1,030,121	)		(94,226	)

Total

$

(1,030,121

)

671,426

The Company had the following significant related party transactions for the three and six months periods ended March 31, 2012 and 2011, respectively:

(1)On August 26, 2008, Kaifeng Valve purchased some land use rights and real estate from Kaifeng High-Pressure Valve Steel Casting Co., Ltd(the “ Casting Company”), a company controlled by the Company’s chairman, Mr. Siping Fang, through the issuance of 2,750,000 shares of the Company’s common stock at $3.576 per share. On April 11, 2009, Kaifeng Valve and the Casting Company entered into a leasing agreement pursuant to which the Casting Company leased back the portion of the Real Estate used at an annual rental of $400,000 for a period of two years starting on April 1, 2009. The lease agreement was automatically extended for one more year when no disagreement was raised as of April 1, 2011. For the three months period ended March 31, 2012 and 2011, total rental income from the Casting Company amount to $100,000 and $100,000, respectively. For the six months period ended March 31, 2012 and 2011, total rental income from the Casting Company amount to $200,000 and $200,000, respectively.

(2)The Company also purchases raw material, such as castings, from and sells scrap metals and valves to the Casting Company. Total raw material purchase from the related party amounted to $500,106 and $5,420,032 for the three months ended March 31, 2012 and 2011, respectively;$1,163,838 and $6,790,354 for the six months ended March 31, 2012 and 2011, respectively. The Company also sold a total of $5,592 and $0 of valves to the Casting Company for the three months ended March 31, 2012 and 2011, respectively,$36,972 and $42,240 for the six months ended March 31, 2012 and 2011, respectively.

(3)The Company makes finished goods and raw material purchases from and valve sales to related party Zhengzhou Tonghai Trade Co., Ltd, which is established by an officer of the Company. Total valve purchases from Zhengzhou Tonghai Trade Co., Ltd amounted to $1,000,745 and $5,929,325 for the three months ended March 31, 2012 and 2011, respectively; $2,213,799 and $7,401,117 for the six months ended March 31, 2012 and 2011, respectively. Total valve sales to Zhengzhou Tonghai Trade Co., Ltd amounted to $11,101 and $127,775 for the three months ended March 31, 2012 and 2011, respectively; $31,955 and $704,328 for the six months ended March 31, 2012 and 2011, respectively.

20

---

Note 12 – Stock compensation

On April 27, 2011, the Compensation Committee of the Board of Directors approved the grant of restricted stock to three directors and three officers of the Company. On May 1, 2011, the Company entered into a restricted stock grant agreement with each of the directors. Pursuant to the Stock Grant Agreement, the Company granted 25,000 shares of restricted stock to each of Mr. William Haus, Mr. Peter Li and Mr. Zengbiao Yu, independent directors of the Company. The restricted stock granted vested immediately on May 1, 2011.

On May 16, 2011, the Company entered into the Stock Grant Agreement with three officers of the Company. Pursuant to the Stock Grant Agreement, the Company granted 500,000 shares of restricted stock to Mr. Jianbao Wang, the Company’s Chief Executive Officer, 250,000 shares to Mr. Gang Wei, the Company’s Chief Financial Officer, and 125,000 shares to Mr. Renrui Tang, the Company’s Vice President of Finance. 125,000 shares of Mr. Jianbao Wang’s restricted stock vested immediately on May 16, 2011. The remaining shares for Mr. Jianbao Wang and all restricted shares for Mr. Gang Wei and Mr. Renrui Tang will vest in three equal installments over a three-year period starting from January 1, 2012, subject to performance criteria set forth by the Board and the Compensation Committee. As of January 13, 2012, 125,000 shares of Mr.Jianbao Wang’ restricted stock,83,333 shares of Mr.Gang Wei’s restricted stock and 41,667 shares of Mr.Renrui Tang’s restricted stock were vested.

For the three months ended March 31, 2012 and 2011, $153,103 and $9,111 were recorded as compensation expense in the Company’s income statements, respectively. For the six months ended March 31, 2012 and 2011, $700,603 and $41,282 were recorded as compensation expense in the Company’s income statements, respectively.

The following is a summary of the stock options activity:

		Number of			Weighted-Average			Aggregate
		Options			Exercise			Intrinsic
		Outstanding			Price			Value
Outstanding at October 1, 2011		50,000		$	6.90		$	-
Granted		-			-			-
Forfeited		-			-			-
Exercised		-			-			-
Outstanding at March 31, 2012		50,000			6.90			-
Exercisable at March 31,2012		50,000			6.90			-

Following is a summary of the status of options outstanding at March 31, 2012:

Outstanding and Exercisable Options

					Average
					Remaining
Exercise Price		Number			Contractual
					Life
$6.00		27,500			2.50
$8.00		22,500			1.90
Total		50,000			2.23

There is no aggregate intrinsic value of exercisable shares as of March 31, 2012.

21

---

Note 13 - Earnings per Share

The Company reports earnings per share in accordance with the provisions of the accounting standard regarding ASC260 "Earnings per Share." This accounting standard 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 (using the treasury stock method) that could occur if securities or other contracts to issue common stock were exercised and converted into common stock.

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 date.

The following is a reconciliation of the basic and diluted earnings per share computation for the three and six months ended March 31, 2012 and 2011:

		Three months ended March 31,
Basic earnings per share		2012			2011
		(unaudited)			(unaudited)
Net income attributable to holders of common shares	$	1,770,636		$	7,569,446
Basic weighted average number of common shares outstanding		36,083,940			35,623,376
Basic earnings per share	$	0.05		$	0.21

		Three months ended March 31,
Dilutive earnings per share		2012			2011
		(unaudited)			(unaudited)
Net income attributable to holders of common shares	$	1,770,636		$	7,569,446
Basic weighted average number of common shares outstanding		36,083,940			35,623,376
Warrants
Stock compensation
Dilutive weighted average number of common shares outstanding		36,083,940			35,678,277
Dilutive earnings per share
	$	0.05		$	0.21

		Six months ended March 31,
Basic earnings per share		2012			2011
		(unaudited)			(unaudited)
Net income attributable to holders of common shares	$	9,969,894		$	13,977,605

Basic weighted average number of common shares outstanding		35,976,211			35,132,917
Basic earnings per share	$	0.28		$	0.40

		Six months ended March 31,
Dilutive earnings per share		2012			2011
		(unaudited)			(unaudited)
Net income attributable to holders of common shares	$	9,969,894		$	13,977,605
Basic weighted average number of common shares outstanding		35,976,211			35,132,917
Warrants
Stock compensation
Dilutive weighted average number of common shares outstanding		35,976,211			35,216,138
Dilutive earnings per share	$	0.28		$	0.40

No options in the three and six months ended March 31, 2012.

The 50,000 option shares granted to its independent directors and 500,000 restricted stock granted to its officers in 2012 were anti-dilutive for the three and six months ended March 31, 2012 as the average stock price was lower than the exercise prices. No dilution of shares from options or restricted stocks for the three and six months ended March 31, 2011

22

---

Note 14 – Segment reporting

The Company sells valves which are used by customers in various industries. The production process, class of customer, selling practice and distribution process are the same for all valves. The Company’s chief operating decision-makers (i.e. chief executive officer and his direct reports) review financial information presented on a consolidated basis, accompanied by disaggregated information about revenues by product lines for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable for operations, operating results and plans for levels or components below the consolidated unit level. Based on qualitative and quantitative criteria established by the accounting standard regarding “Disclosures about Segments of an Enterprise and Related Information”, the Company considers itself to be operating within one reportable segment.

In accordance with the enterprise-wide disclosure requirements of the accounting standard, the Company’s net revenue from external customers by main product lines (based upon primary markets defined by the Chinese Valve Industry Association) and by geographic areas is as follows (unaudited):

(in thousands)		Three Months Ended March 31,
		2012			2011
		(Unaudited)
Power Supply	$	7,282		$	12,646
Petrochemical and Oil		9,986			13,945
Water Supply		5,874			8,059
Metallurgy		1,551			1,608
Other		13,721			5,696
Total sales revenue	$	38,413		$	41,954

(in thousands)		Three Months Ended March 31,
		2012			2011
		(Unaudited)
Domestic sales in the PRC	$	35,305		$	39,720
International sales		3,108			2,234
Total sales revenue	$	38,413		$	41,954

(in thousands)		Six Months Ended March 31,
		2012			2011
		(Unaudited)
Power Supply	$	20,307		$	25,811
Petrochemical and Oil		31,024			32,234
Water Supply		13,402			17,137
Metallurgy		4,944			4,371
Other		24,455			14,730
Total sales revenue	$	94,132		$	94,283

(in thousands)		Six Months Ended March 31,
		2012			2011
		(Unaudited)
Domestic sales in the PRC	$	87,679		$	89,870
International sales		6,453			4,413
Total sales revenue	$	94,132		$	94,283

23

---

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Special Note Regarding Forward Looking Statements

In addition to historical information, this report contains 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, as amended. We use words such as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will” or similar expressions which are intended to identify forward-looking statements. Such statements include, among others, those concerning market and industry segment growth and demand and acceptance of new and existing products; any projections of sales, earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding future economic conditions or performance; as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including those identified in Item 1A, “Risk Factors” described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2011, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause the results of the Company to differ materially from those expressed or implied by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this report speak only as of the date hereof and we disclaim any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.

Use of Terms

Except as otherwise indicated by the context and for the purposes of this report only, references in this report to:

• “China Valves,” the “Company,” “we,” “us” and “our” are to the combined business of China Valves Technology, Inc., a Nevada corporation, and its direct and indirect subsidiaries;

• “China Valves Holdings” are to our wholly-owned direct subsidiary China Valves Technology Holdings Limited, a Hong Kong company;

• “Changsha Valve” are to our wholly-owned indirect subsidiary China Valves Technology (Changsha) Valve Co., Ltd., a PRC company;

• “Hanwei Valve” are to our wholly-owned indirect subsidiary Shanghai Pudong Hanwei Valve Co., Ltd., a PRC company;

• “Kaifeng Valve” are to our wholly-owned indirect subsidiary Henan Kaifeng High Pressure Valve Co., Ltd., a PRC company;

• “Taide Valve” are to our wholly-owned indirect subsidiary TaizhouTaide Valve Co., Ltd., a PRC company;

• “ZD Valve” are to our wholly-owned indirect subsidiary Zhengzhou City ZD Valve Co., Ltd., a PRC company;

• “Yangzhou Rock” are to our wholly-owned indirect subsidiary Yangzhou Rock Valve Lock Technology Co., Ltd., a PRC company;

• “Henan Tonghai Fluid” are to our wholly-owned indirect subsidiary Henan Tonghai Fluid Equipment Co., Ltd., a PRC company;

• “Hong Kong” are to the Hong Kong Special Administrative Region of the People’s Republic of China; 

• “PRC” and “China” are to the People’s Republic of China; 

• “SEC” are to the Securities and Exchange Commission;

• “Securities Act” are to the Securities Act of 1933, as amended; 

• “Exchange Act” are to the Securities Exchange Act of 1934, as amended; 

• “Renminbi” and “RMB” are to the legal currency of China; and

•  “U.S. dollars,” “dollars” and “$” are to the legal currency of the United States.

24

---

Overview of Our Business

China Valves Technology, Inc. is a leading developer, manufacturer and after market service provider of comprehensive flow management products and services in China. Our flow service solutions help customers solve problems in critical industries around the world.

As a recognized leader in supplying valves, actuators, forging and castings, valve locks and related services, we supply global infrastructure industries, including nuclear power, fossil power, hydropower, oil and gas, chemical and petrochemical, water treatment, mining and metal, as well as general industrial markets where our products and services add value. With approximately 2,000 employees in China and more than 50 distributors in more than 30 cities, we provide the most convenient services with a local presence.

China Valves has evolved through organic growth and strategic acquisitions. The Company was created in 2007 with the merger of two leading fluid motion and control companies - ZD Valve and Kaifeng Valve. We continually evaluate acquisitions and other strategic investment opportunities to broaden our product portfolio, service capabilities, geographic presence or operational capabilities to meet the growing needs of our customers. We now have six wholly-owned operating subsidiaries, six heritage brands and a comprehensive product line including over 800 models and 10,000 series.

Our principal executive offices are located at 21F Kineer Plaza, 226 Jinshui Road, Zhengzhou, Henan Province, the People’s Republic of China, 475002. Our corporate telephone number is (86) 371-8612-7222. We maintain a website at http://www.cvalve.com that contains information about our company, but that information is not part of this report.

Second Quarter Financial Performance Highlights

We experienced decreased demand for our products and services during the three months period ended March 31, 2012, and for the six months period ended March 31, 2012, which resulted in a decrease in our sales and net income. The following are some financial highlights for the three months period ended March 31, 2012:

• Sales: Sales decreased $3.6 million, or 8.4%, to $38.4 million for the three months ended March 31, 2012, from $42.0 million for the same period in 2011;

• Gross profit: Gross profit decreased $3.4 million, or 19.6%, to $14.1 million for the three months ended March 31, 2012, from $17.5 million for the same period in 2011.

• Income from operations: Income from operations decreased $5.8 million, or 63.2%, to $3.4 million for the three months ended March 31, 2012, from $9.2 million for the same period in 2011.

• Net income: Net income decreased $5.8 million, or 76.6%, to $1.8 million for the three months ended March 31, 2012, from $7.6 million for the same period in 2011.

• Fully diluted net income per share: Fully diluted net income per share was $0.05 for the three months ended March 31, 2012, as compared to $0.21 for the same period in 2011.

The following are some financial highlights for the six months period ended March 31, 2012:

• Sales: Sales decreased $0.2 million, or 0.2%, to $94.1 million for the six months ended March 31, 2012, from $94.3 million for the same period in 2011.

• Gross profit: Gross profit decreased $1.6 million, or 4.4%, to $34.4 million for the six months ended March 31, 2012, from $36.0 million for the same period in 2011.

• Income from operations: Income from operations decreased $3.4 million, or 19.5%, to $13.9 million for the six months ended March 31, 2012, from $17.3 million for the same period in 2011.

• Net income: Net income decreased $4.0 million, or 28.7%, to $10.0 million for the six months ended March 31, 2012, from $14.0 million for the same period in 2011.

• Fully diluted net income per share: Fully diluted net income per share was $0.28 for the six months ended March 31, 2012, as compared to $0.40 for the same period in 2011.

Our results of operations in the second fiscal quarter of 2012, as compared to the same period in fiscal 2011, was materially impacted by 1) less demand from larger customers due to their project process and 2) higher accounts receivable allowance accrued due to our management’s assessment of accounts receivable collectability.

25

---

Results of Operations

Comparison of Three Months Ended March 31, 2012 and 2011

The following table sets forth key components of our results of operations for the periods indicated.

(All amounts, other than percentages, in thousands of U.S. dollars)

		Three months ended						Three months ended
		March 31, 2012						March 31, 2011
		Amount			% of Total			Amount			% of Total
					Sales						Sales
		(Unaudited)						(Unaudited)
TOTAL SALES	$	38,413			100.0		$	41,954			100.0
COST OF SALES		(24,339	)		(63.4	)		(24,450	)		(58.3	)
GROSS PROFIT		14,074			36.6			17,504			41.7
OPERATING EXPENSES:
Selling		(2,604	)		(6.8	)		(2,295	)		(5.5	)
General and administrative		(7,925	)		(20.6	)		(5,964	)		(14.2	)
Research and development		(162	)		(0.4	)		(59	)		(0.1	)
Total operating expenses		(10,691	)		(27.8	)		(8,318	)		(19.8	)
INCOME FROM OPERATIONS		3,383			8.8			9,186			21.9
OTHER INCOME (EXPENSE):
Other income, net		232			0.6			(3	)		(0.0	)
Interest and finance expense, net		(122	)		(0.3	)		(58	)		(0.1	)
Change in fair value of warrant liabilities		-			-			912			2.2
Total other income, net		110			0.3			851			2.0
INCOME BEFORE INCOME TAXES		3,493			9.1			10,037			23.9
PROVISION FOR INCOME TAXES		(1,722	)		(4.5	)		(2,468	)		(5.9	)
NET INCOME	$	1,771			4.6		$	7,569			18.0

Sales. Our sales revenue for the three months ended March 31 2012 amounted to $38.4 million, which is approximately $3.6 million, or 8.4%, less than that of the same period in 2011, when we had revenue of $42.0 million. The decrease was primarily attributable to fewer orders from our large customers as a result of their lowered budget and delays in projects.

The following tables set forth our sales by valve types, in terms of sales revenues for the three months ended March 31, 2012 and 2011.

		Three Months Ended March 31,
(All amounts in thousands of U.S. dollars)		2012			2011
		(Unaudited)
Gate valves	$	6,137		$	8,830
Check valves		1,104			1,987
Globe valves		1,185			1,558
Safety valves		219			524
Butterfly valves		19,803			17,413
Ball valves		5,487			7,553
Vent valves		256			32
Other valves and accessories		4,222			4,057
Total sales revenue		38,413			41,954

The China Valve Industry Association divides the valve market into five primary segments; (i) power; (ii) petrochemical and oil; (iii) water supply; (iv) metallurgy; and (v) other. Our revenues in these markets are as follows:

		Three Months Ended March 31,
		2012			2011
(All amounts in thousands of U.S. dollars)		(Unaudited)
Power Supply	$	7,282		$	12,646
Petrochemical and Oil		9,986			13,945
Water Supply		5,874			8,059
Metallurgy		1,551			1,608
Other		13,720			5,696
Total sales revenue	$	38,413		$	41,954

Cost of sales. Cost of sales, which consists of raw materials, direct labor and manufacturing overhead expenses, was $24.3 million for the three month period ended March 31, 2012, a decrease of $0.2 million, or 0.5%, as compared with $24.5 million for the same period in 2011. Cost of sales as a percentage of total sales were 63.4% and 58.3% for the three month periods ended on March 31, 2012 and 2011, respectively. The raw material costs in the overall costs were approximately 82% and 81% for the three months ended March 31, 2012 and 2011, respectively. Labor cost in the overall costs was approximately 9% and 8% for the three months ended March 31, 2012 and 2011, respectively. The decrease in our cost of sales in the three months ended March 31, 2012 was consistent with our decrease in sales revenue during the same period.

Gross profit and gross margin. Gross profit was $14.1 million for the three months ended March 31, 2012, a decrease of $3.4 million, or 19.6%, as compared with $17.5 million for the three months ended March 31, 2011. Our gross profit margin decreased to 36.6% as compared to 41.7% in the same period of 2011. The decrease in gross margin was mainly attributed to higher labor and raw material costs which resulted in lower overall gross profit percentage. Furthermore, during the period the Company sold more medium to low price pressure valves, which generally have lower selling prices and lower gross profit margin.

Operating expenses. Our total operating expenses increased by $2.4 million, or 28.5%, to $10.7 million for the three months ended March 31, 2012, from $8.3 million for the same period in 2011. The increase was primarily attributable to a 32.9% increase in our general and administrative expenses during the 2012 period. The reasons for the increase are elaborated below. Total expenses as a percentage of sales increased to 27.8% for the three months ended March 31, 2012 from 19.8% for the same period in 2011.

Selling expenses. Selling expenses, which consist primarily of sales commission, advertising and marketing expenses, freight charges and related compensation, were $2.6 million for the three month period ended March 31, 2012, compared with $2.3 million for the three month period ended March 31, 2011, an increase of $0.3 million, or approximately 13.5%. The increase in our selling expenses in the three months ended March 31, 2012 resulted from higher marketing expenses during the period.

General and administrative expenses. Our general and administrative expenses consist primarily of stock compensation expenses, related salaries and benefits, business development, traveling expenses, legal and professional expenses, depreciation, and bad debt expenses. The general and administrative expenses were $7.9 million for the three month period ended March 31, 2012, compared with $6.0 million for the period ended March 31, 2011, an increase of $1.9 million, or approximately 32.9% . The increase was mainly caused by an increase of allowance in accounts receivables of $3.5 million as compared with $1.2 million in the same period in 2011. Our management periodically reviewed accounts receivable balances and based on our assessment of the historical bad debt rate on individual customer receivable balances and aging, customers’ financial conditions, project status in which our valves are used, retainage and current economic trends. Generally we consider a trade receivable as a doubtful account if it remains uncollected for more than one year from the due date or as specific events occurred to our customers which may require us to reserve allowance even if the trade balance is less than one year. Due to the specificities of our industry, collectability of accounts receivable with aging more than one year was assessed case by case. Before our customers’ projects in which our valves installed are completed and/or the corresponding retainage is due, the customers’ receivable with aging more than one year is generally considered to be recoverable.

26

---

Further, our allowance for doubtful debts accounted for an insignificant portion of the receivable balance in spite of the increasing trade receivable balance throughout the reporting periods. Many of our customers with whom we have long-term business relationships have good settlement histories. In the absence of significant bad debt experience, we consider the existing policy adequate.

Based on individual collectability assessment including aging analysis, customer visit and interviews and background research, and historical rate of bad debt write-off by aging, a $3.5 million of allowance has been reserved against the Company’s accounts receivable for the three months ended March 31, 2012.

Income from Operations. Income from operations was $3.4 million for the three months ended March 31, 2012, compared with $9.2 million for the period ended March 31, 2011. The decrease was primarily attributable to more allowance in accounts receivable being accrued in the second quarter of 2012.

Income taxes. We incurred income tax expenses of $1.7 million for the three months ended March 31, 2012. This is a decrease of $0.8 million, or 30.2%, from the taxes we incurred for the same period in 2011, which was $2.5 million. The decrease was primarily due to lower profits in the current quarter. Our effective tax rate was 49.3% for the three months ended March 31, 2012, compared with 24.5% for the same quarter in 2011. The increase was mainly due to the accounts receivable allowance accrued which cannot be deductible according to PRC tax law.

Net income. As a result of the foregoing factors, our net income decreased by $5.8 million, or 76.6%, to $1.8 million for the three-month period ended March 31, 2012, from $7.6 million for the same period in 2011. Net income as a percentage of sales was 4.6% and 18.0% for the three month periods ended March 31, 2012 and 2011, respectively. The decrease was mainly attributable to the account receivable allowance accrued.

Comparison of Six Months Ended March 31, 2012 and 2011

The following table sets forth key components of our results of operations for the periods indicated.

(All amounts, other than percentages, in thousands of U.S. dollars)

		Six months ended						Six months ended
		March 31, 2012						March 31, 2011
		Amount			% of Total			Amount			% of Total
					Sales						Sales
		(Unaudited)						(Unaudited)
TOTAL SALES	$	94,132			100.0		$	94,283			100.0
COST OF SALES		(59,773	)		(63.5	)		(58,333	)		(61.9	)
GROSS PROFIT		34,359			36.5			35,950			38.1
OPERATING EXPENSES:
Selling		(6,381	)		(6.8	)		(6,058	)		(6.4	)
General and administrative		(13,796	)		(14.7	)		(12,498	)		(13.3	)
Research and development		(269	)		(0.3	)		(106	)		(0.1	)
Total operating expenses		(20,446	)		(21.7	)		(18,662	)		(19.8	)
INCOME FROM OPERATIONS		13,913			14.8			17,288			18.3
OTHER INCOME (EXPENSE):
Other income, net		373			0.4			176			0.2

Interest and finance expense, net		(213	)		(0.2	)		(76	)		(0.1	)
Gain from acquisition		-			-			2,699			2.9
Change in fair value of warrant liabilities		-			-			389			0.4
Total other income, net		160			0.2			3,188			3.4
INCOME BEFORE INCOME TAXES		14,073			15.0			20,476			21.7
PROVISION FOR INCOME TAXES		(4,103	)		(4.4	)		(6,498	)		(6.9	)
NET INCOME	$	9,970			10.6		$	13,978			14.8

Sales. Our sales revenue for the six months ended March 31 2012 amounted to $94.1 million, which is approximately $0.2 million, or 0.2%, less than that of the same period in 2011, when we had revenue of $94.3 million. The slight decrease is primarily attributed to lower demand from large customers due to the customer project process and macro economic slowdown.

The following tables set forth our sales by valve types, in terms of sales revenues for the six months ended March 31, 2012 and 2011.

		Six Months Ended March 31,
(All amounts in thousands of U.S. dollars)		2012			2011
		(Unaudited)
Gate valves	$	16,757		$	20,193
Check valves		3,611			4,793
Globe valves		3,779			3,949
Safety valves		1,030			1,292
Butterfly valves		41,135			36,643
Ball valves		14,423			15,964
Vent valves		530			101
Other valves and accessories		12,867			11,348
Total sales revenue		94,132			94,283

The China Valve Industry Association divides the valve market into five primary segments; (i) power; (ii) petrochemical and oil; (iii) water supply; (iv) metallurgy; and (v) other. Our revenues in these markets are as follows:

		Six Months Ended March 31,
		2012			2011
(All amounts in thousands of U.S. dollars)		(Unaudited)
Power Supply	$	20,307		$	25,811
Petrochemical and Oil		31,024			32,234
Water Supply		13,402			17,137
Metallurgy		4,944			4,371
Other		24,455			14,730
Total sales revenue	$	94,132		$	94,283

Cost of sales. Cost of sales, which consists of raw materials, direct labor and manufacturing overhead expenses, was $59.8 million for the six months ended March 31, 2012, an increase of $1.5 million, or 2.5%, as compared with $58.3 million for the same period in 2011. Cost of sales as a percentage of total sales were 63.5% and 61.9% for the six months ended on March 31, 2012 and 2011, respectively. The raw material costs in the overall costs were approximately 80% and 81% for the six months ended March 31, 2012 and 2011, respectively. Labor cost in the overall costs was approximately 10% and 8% for the six months ended March 31, 2012 and 2011, respectively. The increase in our cost of sales in the six months ended March 31, 2012 was caused by the increase in labor and raw material costs.

Gross profit and gross margin. Gross profit was $34.4 million for the six months ended March 31, 2012, a decrease of $1.6 million, or 4.4%, as compared with $36.0 million for the six months ended March 31, 2011. Our gross profit margin decreased to 36.5% as compared to 38.1% in the same period of 2011. The decrease in gross margin was mainly because the higher labor and raw material costs resulted in lower overall gross profit percentage. Furthermore, during the period the Company sold more medium to low price pressure valves, which generally have lower selling prices, which also contributed to the decrease in gross profit percentage.

Operating expenses. Our total operating expenses increased by $1.7 million, or 9.6%, to $20.4 million for the six months ended March 31, 2012, from $18.7 million for the same period in 2011. The increase was primarily attributable to a 14.7% increase in our general and administrative expenses during the 2012 period. The reasons for the increase are elaborated below. Total expenses as a percentage of sales increased to 21.7% for the six months ended March 31, 2012 from 19.8% for the same period in 2011.

Selling expenses. Selling expenses, which consist primarily of sales commission, advertising and promotion expenses, freight charges and related compensation, were $6.4 million for the six month period ended March 31, 2012, compared with $6.1 million for the period ended March 31, 2011, an increase of $0.3 million, or approximately 5.3%. The increase in our selling expenses in the six months ended March 31, 2012, was caused by higher promotional expenses during the period.

General and administrative expenses. Our general and administrative expenses consist primarily of stock compensation expenses, related salaries and benefits, business development, traveling expenses, legal and professional expenses, depreciation, and bad debt expenses. The general and administrative expenses were $13.8 million for the six months ended March 31, 2012, compared with $12.5 million for the period ended March 31, 2011, an increase of $1.3 million, or approximately 10.4% . The increase was mainly caused by the allowance in accounts receivable accrued by $4.0 million, compared with $1.1 million in the same period in 2011. Management periodically reviewed accounts receivable balances and based on its assessment of the historical bad debt rate on individual customer receivable balances and aging, customers’ financial conditions, project status in which our valves are used, retainage and current economic trends. Generally we consider a trade receivable as a doubtful account if it remains uncollected for more than one year from the due date or as specific events occurred to our customers which may require us to reserve allowance even if the trade balance is less than one year. Due to the specificities of our industry, collectability of accounts receivable with aging more than one year was assessed case by case. Before our customers’ projects in which our valves installed are completed and/or the corresponding retainage is due, the customers’ receivable with aging more than one year is generally considered to be recoverable.

Further, our allowance for doubtful debts accounted for an insignificant portion of the receivable balance in spite of the increasing trade receivable balance throughout the reporting periods. Many of our customers with whom we have long-term business relationships have good settlement histories. In the absence of significant bad debt experience, we consider the existing policy as adequate.

Based on individual collectability assessment including aging analysis, customer visit and interviews, and background research, and the historical rate of bad debt write-off by aging, a $4.0 million allowance was reserved against their accounts receivable for the six months ended March 31, 2012.

Income from Operations. Income from operations was $13.9 million for the six month period ended March 31, 2012, compared with $17.3 million for the period ended March 31, 2011. The decrease was primarily attributable to the increase in bad debt expenses.

Income taxes. We incurred income tax expense of $4.1 million for the six months ended March 31, 2012. This is a decrease of $2.4 million, or 36.9%, from the taxes we incurred for the same period in 2011, which was $6.5 million. The decrease was primarily due to lower taxable income resulting from lower non-deductible expenses. Our effective tax rate was 29.2% for the six-month period ended March 31, 2012, compared with 31.7% for the same quarter in 2011. The decrease was mainly due to the decrease of the income tax rate of ZD Valve from 25% to 15% as a High-Tech Company of PRC in the year of 2011and the lower non-deductible expenses.

Net income. As a result of the foregoing factors, our net income decreased by $4.0 million, or 28.7%, to $10.0 million for the six months ended March 31, 2012, from $14.0 million for the same period in 2011. Net income as a percentage of sales was 10.6% and 14.8% for the six months ended March 31, 2012 and 2011, respectively. The decrease was mainly caused by an increase in bad debts expenses of $4.0 million.

Liquidity and Capital Resources

We have financed our operations primarily through cash flows from operations, augmented by short-term bank borrowings and equity contributions by our shareholders. As of March 31, 2012, we had cash and cash equivalents of $11.1million. The following table sets forth a summary of our cash flows for the periods indicated:

27

---

Cash Flow
(all amounts in thousands of U.S. dollars)

		Three Months Ended March 31,
		2012			2011
		(Unaudited)			(Unaudited)
Net cash (used in) provided by operating activities	$	(10,559	)	$	(10,425	)
Net cash used in investing activities		(243	)		(633	)
Net cash (used in) provided by financing activities		328			9,383
Effect of foreign currency translation		156			56
Net decrease in cash and cash equivalents		(10,318	)		(1,619	)
Cash and cash equivalents at beginning of the period		21,379			25,821
Cash and cash equivalent at end of the period	$	11,061		$	24,202

Operating Activities

Net cash used in operating activities was $10.6 million for the three months ended March 31, 2012, compared with net cash used in operating activities of $10.4 million for the same period in 2011. The decrease was primarily attributable to the increase in accounts receivable.

Investing Activities

Net cash used in investing activities was $0.2 million for the three months ended March 31, 2012, compared with $0.6 million for the same period in 2011.The net cash used in investing activities during the period ended March 31, 2012 was primarily used for the purchase of equipment, software and payments made for construction in progress.

Financing Activities

Net cash provided by financing activities was $0.3 million in the three months ended March 31, 2012, compared with $9.4 million provided by financing activities in the same period in 2011, as we paid a $1.9 million deposit for notes payables during period.

Capital Expenditures

The capital expenditures in the three months ended March 31, 2012 and 2011 are set out as below. Our capital expenditures were used primarily for plant construction and the purchase of equipment to expand our production capacity. The table below sets forth the breakdown of our capital expenditures by use for the periods indicated.

(All amounts in thousands of U.S. dollars)

		Three Months Ended March 31,
		2012			2011
		(Unaudited)-			(Unaudited)
Acquisition of intangible assets	$	(156	)	$	(17	)
Purchase of equipment		(112	)		(217	)
Construction costs		-			(316	)
Advance on equipment purchases		-			(83	)
Total capital expenditures	$	(268	)	$	(633	)

28

---

Cash Flow
(all amounts in thousands of U.S. dollars)

		Six Months Ended March 31,
		2012			2011
		(Unaudited)			(Unaudited)
Net cash (used in) provided by operating activities	$	(18,552	)	$	3,924
Net cash used in investing activities		(1,095	)		(1,492	)
Net cash provided by financing activities		2,445			12,868
Effect of foreign currency translation		186			515
Net increase (decrease) in cash and cash equivalents		(17,016	)		15,815
Cash and cash equivalents at beginning of the period		28,077			8,388
Cash and cash equivalent at end of the period	$	11,061		$	24,202

Operating Activities

Net cash used in by operating activities was $18.6 million in the six months ended March 31, 2012, compared with net cash provided by operating activities of $3.9 million for the same period in 2011. The decrease was primarily attributable to the increase in accounts receivable.

Investing Activities

Net cash used in investing activities was $1.1 million in the six months ended March 31, 2012, compared with $1.5 million in the six months ended March 31, 2011. The net cash used in investing activities during the period ended March 31, 2012 was primarily used for the purchase of equipment, software and payments made for construction in progress.

Financing Activities

Net cash provided by financing activities was $2.4 million in the six months ended March 31, 2012, compared with $12.9 million in the same period in 2011, as we received less net proceeds from short term notes payables since the Company’s cash could meet the operating needs and paid the deposit for notes payables.

Capital Expenditures

The capital expenditures in the six months ended March 31, 2012 and 2011 are set out as below. Our capital expenditures were used primarily for plant construction and the purchase of equipment to expand our production capacity. The table below sets forth the breakdown of our capital expenditures by use for the periods indicated.

(All amounts in thousands of U.S. dollars)

		Six Months Ended March 31,
		2012			2011
		(Unaudited)			(Unaudited)

Acquisition of intangible assets	$	(209	)	$	(369	)
Purchase of equipment		(947	)		(724	)
Construction costs		-			(316	)
Advance on equipment purchases		-			(83	)
Total capital expenditures	$	(1,156	)	$	(1,492	)

We believe that our current available working capital and bank loans should be adequate to sustain our operations at our current levels through at least the next twelve months.

Obligations under Material Contracts

Below is a table setting forth our contractual obligations as of March 31, 2012:

(All amounts in thousands of U.S. dollars)

Seasonality of our Sales

Our operating results and operating cash flows historically have not been subject to seasonal variations. This pattern may change, however, as a result of new market opportunities or new product introductions.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our investors.

Critical Accounting Policies and Estimates

Critical accounting policies are those we believe are most important to portraying our financial conditions and results of operations and also require the greatest amount of subjective or complex judgments by management. Judgments and uncertainties regarding the application of these policies may result in materially different amounts being reported under various conditions or using different assumptions. There have been no material changes to the critical accounting policies previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2011.

Recent Accounting Pronouncements

See Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this report.

29

---

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Our operations are carried out in the PRC and we are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. Accordingly, our business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, and by the general state of the PRC economy. Our results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

Interest Rate Risk

We are exposed to interest rate risk primarily with respect to our short-term bank loans. Although the interest rates, which are based on the banks’ prime rates with respect to our short-term loans, are fixed for the terms of the loans, the terms are typically three to twelve months for short-term bank loans and interest rates are subject to change upon renewal. There were no material changes in interest rates for short-term bank loans renewed during the three and six months ended March 31, 2012.

A hypothetical 1.0% increase in the annual interest rates for all of our credit facilities under which we had outstanding borrowings as of March 31, 2012 would decrease net income before provision for income taxes by approximately $0.03 million and $0.06 million for the three and six months ended March 31, 2012. Management monitors the banks’ prime rates in conjunction with our cash requirements to determine the appropriate level of debt balances relative to other sources of funds. We have not entered into any hedging transactions in an effort to reduce our exposure to interest rate risk.

Foreign Exchange Risk

While our reporting currency is the U.S. Dollar, all of our consolidated revenues and consolidated costs and majority of expenses are denominated in RMB. All of our assets are denominated in RMB, except certain cash balances. As a result, we are exposed to foreign exchange risk as our revenues and results of operations may be affected by fluctuations in the exchange rate between U.S. Dollars and RMB. If RMB depreciates against the U.S. Dollar, the value of our RMB revenues, earnings and assets as expressed in our U.S. Dollar financial statements will decline. Assets and liabilities are translated at exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates and shareholders’ equity is translated at historical exchange rates. Any resulting translation adjustments are not included in determining net income but are included in determining other comprehensive income, a component of stockholder’s equity. We have not entered into any hedging transactions in an effort to reduce our exposure to foreign exchange risk.

The value of the RMB against the U.S. dollar and other currencies is affected by, among other things, changes in China’s political and economic conditions. Since July 2005, the RMB has not been pegged to the U.S. dollar. Although the People’s Bank of China is regularly involved in the foreign exchange market to prevent significant short-term fluctuations in the exchange rate, the RMB may appreciate or depreciate significantly in value against the U.S. dollar or Euro in the medium to long term. Moreover, it is possible that in the future, PRC authorities may lift restrictions on fluctuations in the RMB exchange rate and lessen involvement in the foreign exchange market.

Account Balances

We maintain balances at financial institutions which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits for the banks located in the United States or may exceed Hong Kong Deposit Protection Board insured limits for the banks located in Hong Kong. Balances at financial institutions or state-owned banks within the PRC are not covered by insurance. Total cash in banks and restricted cash as of March 31, 2012 and September 30, 2011 amounted to $15,049,854 and $29, 508, 367, respectively, all of which are not covered by insurance. We have not experienced any losses in such accounts and we do not believe that we are exposed to any significant risks on our cash in bank accounts.

Inflation

Inflationary factors such as increases in the cost of our sales and overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of net sales if the selling prices of our products do not increase with these increased costs.

ITEM 4.CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(e), our management has carried out an evaluation, with the participation and under the supervision of our Chief Executive Officer, Mr. Jianbao Wang and our Chief Financial Officer, Mr. Gang Wei, of the effectiveness of the design and operation of our disclosure controls and procedures, as of March 31, 2012. Based upon, and as of the date of this evaluation, Mr. Wang and Wei, determined that, because of the material weaknesses described in Item 9A “Controls and Procedures” of our Annual Report on Form 10-K for the year ended September 30, 2011, which we are still in the process of remediating as of March 31, 2012, our disclosure controls and procedures were not effective. Investors are directed to Item 9A of our Annual Report on Form 10-K for the year ended September 30, 2011 for the description of these weaknesses.

During the quarter, the Company made following progress to improve internal controls.

(a) Hired a third party to help the Company to improve disclosure controls and procedures; and
(b) Strengthened the internal audit function by hired qualified personnel.

Changes in Internal Control over Financial Reporting

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

There were no changes in our internal controls over financial reporting during the second quarter of fiscal 2012 that have materially affected, or are reasonably likely to materially affect, our financial reporting.

30

---

PART II
OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

On February 4, 2011, a plaintiff filed a purported class action naming the Company, its Chairman and certain present and former senior executives as defendants, asserting claims for certain violations of the securities laws and seeking unspecified damages. The complaint, which was styled Donald Foster, et al. v. China Valves Technology, Inc., et al., was filed in the U.S. District Court for the Southern District of New York. Several substantially identical complaints were subsequently filed in the same court. On or about June 29, 2011, the Court consolidated the three cases referenced above and appointed Bristol Investment Fund, LTD (“Bristol”) as lead plaintiff. In the consolidation order the Court renamed the case In re China Valves Technology Securities Litigation. On August 29, 2011, Bristol filed a consolidated class action complaint, which named additional defendants including an individual shareholder of the Company and the Company’s auditor.

The consolidated complaint purports to assert claims on behalf of a purported class of persons and entities who purchased shares of the Company’s common stock at allegedly artificially high prices during the period between December 1, 2009 and January 13, 2011 and who suffered damages as a result of such purchases. The allegations in the consolidated complaint relate to the Company’s acquisitions of Able Delight and Hanwei Valves and include allegations regarding the Company’s financial statements and press releases. The complaint alleges, among other things, that the Company’s statements about the nature and quality of the Company’s acquisition of Able Delight were materially false and misleading and that the Company’s statements failed to describe the role in the transaction of an alleged related party. In addition, the complaint alleges that the Company’s statements about the Hanwei Valves acquisition were materially false and misleading because they failed to disclose the alleged involvement of certain related parties and allegedly misdescribed the transaction as a purchase of assets rather than as a purchase of an entity. The Company intends to contest the allegations and to defend itself vigorously.

On September 14, 2011, a plaintiff filed an action, derivatively and on behalf of the Company, naming its Chairman and certain senior executives as defendants, and naming the Company as a nominal defendant. The complaint, which is styled Gervat v. Fang et al., was filed in the U.S. District Court for the Southern District of New York, and asserts claims for breach of fiduciary duty, gross mismanagement, and other common law claims, and seeks unspecified damages. On October 11, 2011, the plaintiff filed an Amended Complaint with substantially similar claims. The parties have stipulated to a scheduling order that would stay all proceedings in the derivative action pending resolution by the Court of the defendants’ motion to dismiss the class action consolidated complaint.

The Company and the individual defendants filed a motion to dismiss the consolidated complaint in the class action on November 21, 2011. The briefing on the motion to dismiss is complete, and the parties are waiting for the Court either to set a hearing date for oral argument on the motion or to rule on the motion. Discovery continues to be stayed pending resolution of the motion.

31

---

ITEM 1A.RISK FACTORS.

There are no material changes from the risk factors previously disclosed in Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended September 30, 2011.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. REMOVED AND RESERVED.

None.

ITEM 5.OTHER INFORMATION.

We have no information to disclose that was required to be in a report on Form 8-K during the period covered by this report, but was not reported. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

ITEM 6.EXHIBITS.

The following exhibits are filed as part of this report or incorporated by reference:

Exhibit No.	Description
31.1	Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certifications of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.
32.2	Certifications of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.

32

---

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 10, 2012

33

---