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

FORM 10-Q

(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

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________to _____________

Commission File No. 333-154610

GOLDENWAY, INC.
(Exact name of registrant as specified in its charter)

Nevada	22-3968194
(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification No.)
organization)

Suites 3701-4, 37/F
Tower 6, The Gateway, Harbour City,
Tsim Sha Tsui, Kowloon,
Hong Kong
(Address of principal executive offices)

+852-3719-9399
(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock

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

Yes [  ]          No [X]

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

Yes [  ]          No [X]

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

Yes [X]          No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes [  ]          No [X]

State the number of shares outstanding of each of the Issuers classes of common equity, as of the latest practicable date:

Common Stock, $0.001 par value per share: 14,660,029 outstanding as of May 14, 2012.

Quarterly Report on Form 10-Q
For the Quarterly Period Ended March 31, 2012

TABLE OF CONTENTS

PART I— FINANCIAL INFORMATION
Item 1.	Interim Condensed Consolidated Financial Statements	3
	Notes to the Interim Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	30
PART II— OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	(Removed and Reserved)	31
Item 5.	Other Information	31
Item 6.	Exhibits	32
SIGNATURES		33

- 3 -

PART I. FINANCIAL INFORMATION

Item 1. Interim Condensed Consolidated Financial Statements.

GOLDENWAY, INC.
Interim Condensed Consolidated Financial Statements
For the Three Months Ended
March 31, 2012 and 2011

Table of Contents

	Page
Interim Condensed Consolidated Balance Sheets	4
Interim Condensed Consolidated Statements of Operations and Comprehensive Income	5
Interim Condensed Consolidated Statements of Shareholders’ Equity	6
Interim Condensed Consolidated Statements of Cash Flows	7
Notes to Interim Condensed Consolidated Financial Statements	8

Goldenway, Inc.
Interim Condensed Consolidated Balance Sheets
(Expressed in US dollars)
(Unaudited)

			March 31,			December 31,
As of	Note		2012			2011
ASSETS
Current Assets:
Cash		$	13,044,503		$	10,267,457
Accounts receivable, net of allowance for doubtful accounts ($Nil for both March 31, 2012 and December 31, 2011)			3,243,778			2,358,677
Unrealized profits on open contracts	3		1,774,000			1,837,642
Other receivables	4		742,432			722,607
Trading precious metals	3		1,921,361			1,674,077
Deposits and prepaid expenses	5		2,756,426			1,965,475
Deferred income tax assets			-			449,234
Total current assets			23,482,500			19,275,169
Property and equipment, net	6		4,790,256			4,828,890
Intangible assets, net	7		2,781,896			2,585,422
Goodwill	7		427,136			427,136
Deposits and prepaid expenses – non-current	5		925,634			1,105,441
Due from majority stockholder	10		-			494,732
Total assets		$	32,407,422		$	28,716,790
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts Payable	8	$	1,606,380		$	1,564,918
Customer deposits			10,980,149			8,389,460
Unrealized losses on open contracts	3		120,307			245,856
Accrued expenses and other liabilities			1,938,324			1,870,947
Income taxes payable			2,137,382			1,921,033
Deferred income tax liabilities			193,865			35,054
Due to a sister company	10		53,235			-
Due to majority stockholder	10		60,354			-
Total current liabilities			17,089,996			14,027,268
Other liabilities:
Deferred income tax liabilities – non-current			367,099			968,464
Total liabilities			17,457,095			14,995,732
COMMITMENTS AND CONTINGENCIES
Shareholders’ Equity
Common Stock, $0.001 par value, 75,000,000 shares authorized, 14,660,029 shares issued and outstanding			14,660			14,660
Additional paid-in capital			12,877,163			12,877,163
Retained earnings			2,079,132			889,060
Accumulated other comprehensive income			(20,628	)		(59,825	)
Total shareholders’ equity			14,950,327			13,721,058
Total liabilities and shareholders’ equity		$	32,407,422		$	28,716,790

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

- 4 -

Goldenway, Inc.
Interim Condensed Consolidated Statements of Operations and Comprehensive Income
(Expressed in US dollars)
(Unaudited)

			For the Three Months Ended
			March 31
	Note		2012		2011
REVENUES
Trading revenue		$	9,344,097	$	7,096,891
Foreign exchange brokerage services			202,336		-
Interest income from customers’ trading accounts			270,814		216,177
Fair value change of precious metals			124,167		62,206
Total revenues			9,941,414		7,375,274
EXPENSES
Management fees	10		196,263		1,856,556
Trading expenses and commissions			3,295,751		1,209,821
Employee compensation and benefits			1,819,640		238,624
General and administrative expenses			1,076,649		97,428
Advertising expenses	10		1,136,789		218,358
Bad debt expenses			-		42,868
Occupancy expenses			189,662		173,286
Depreciation and amortization			277,995		90,655
Data processing and service fees	10		317,626		69,328
Total expenses			8,310,375		3,996,924
Other income			6,117		2,438
INCOME BEFORE INCOME TAXES			1,637,156		3,380,788
INCOME TAXES
Provision for income taxes			410,584		648,607
Deferred income tax provision (recovery)			36,500		(17,140	)
			447,084		631,467
NET INCOME			1,190,072		2,749,321
OTHER COMPREHENSIVE INCOME
Foreign currency translation			39,197		7,332
COMPREHENSIVE INCOME		$	1,229,269		2,756,653
NET INCOME		$	1,190,072	$	2,749,321
WEIGHTED AVERAGE COMMON SHARE OUTSTANDING
Basic and Diluted	9		14,660,029		14,660,029
BASIC AND DILUTED EARNINGS PER COMMON SHARE
Basic and Diluted	9	$	0.08	$	0.19

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

     - 5 -

Goldenway, Inc.
Interim Condensed Consolidated Statements of Shareholders’ Equity
As of March 31, 2012 and December 31, 2011
(Expressed in US dollars)
(Unaudited)

	Common Stock
									Accumulated
					Additional				Other			Total
	Number of				Paid-in		Retained		Comprehensive			Shareholders’
	Shares		Par Value		Capital		Earnings		Income			Equity
BALANCE, December 31, 2011	14,660,029	$	14,660	$	12,877,163	$	889,060	$	(59,825	)	$	13,721,058
Net income for the period	-		-		-		1,190,072		-			1,190,072
Foreign currency translation adjustment	-		-		-		-		39,197			39,197
BALANCE, March 31, 2012	14,660,029	$	14,660	$	12,877,163	$	2,079,132	$	(20,628	)	$	14,950,327

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

- 6 -

Goldenway, Inc.
Interim Condensed Consolidated Statements of Cash Flows
(Expressed in US dollars)
(Unaudited)

		For the Three Months Ended
		31 March
		2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	1,190,072		$	2,749,321
Adjustments to reconcile net income to net cash provided by operating activities:
Net unrealized profit		(61,907	)		(1,630,889	)
Depreciation and amortization		277,995			90,655
Deferred income tax		36,500			(17,140	)
Change in fair value of trading precious metals		(124,167	)		(62,206	)
Allowance for doubtful receivables		-			42,868
Changes in assets and liabilities:
(Increase) decrease in assets -
Accounts receivable		(885,101	)		(1,323,654	)
Other receivables		(19,825	)		(55,695	)
Trading precious metals		(123,117	)		(230,516	)
Deposits and prepaid expenses		(611,144	)		(102,117	)
Increase (decrease) in liabilities -
Accounts payable		41,462			329,308
Accrued expenses and other liabilities		67,377			(120,048	)
Customer deposits		2,590,689			3,137,804
Income taxes payable		186,529			648,607
Due to majority stockholder		555,086			-
Due to a sister company		53,235			-
Net cash provided by operating activities		3,173,684			3,456,298
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(157,216	)		(122,646	)
Purchase of intangible assets		(257,745	)		-
Due to majority stockholder		-			(4,349,092	)
Prepayment on equipment		-			(1,298,318	)
Net cash used in investing activities		(414,961	)		(5,770,056	)
NET INCREASE (DECREASE) IN CASH		2,758,723			(2,313,758	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH		18,323			2,585
Cash, beginning of period		10,267,457			7,975,652
Cash, end of period	$	13,044,503		$	5,664,479
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
Interest received	$	270,814		$	216,177

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

Non-cash Investing Activities

Before the RTO, the Company declared dividends totaling $7,640,940 during the three months ended March 31, 2011 to reduce the due from majority stockholder account. No such dividend was declared during the three months ended March 31, 2012.

- 7 -

Goldenway, Inc.
Notes to Interim Condensed Consolidated Financial Statements
For the Three Months Ended March 31, 2012 and 2011
(Expressed in US dollars)
(Unaudited)

1.	Nature of Operations and Basis of Presentation
	Goldenway, Inc. (formerly Cyber Informatix, Inc.) (“CII”) was organized under the laws of the State of Nevada on September 10, 2007, as a software design and e-commerce company. From September 10, 2007 (date of incorporation) through to the date of reverse acquisition discussed below, CII was a development stage company, engaged in the business of distributing economically-priced downloadable application software via the Internet, but with minimal operations.
	On September 30, 2011, CII closed a share exchange agreement (the “Share Exchange Agreement”), with Goldenway Precious Metals Limited (“GPML”), its sole shareholder, Goldenway Investments Holding Limited (“GIHL”), and Mr. Terry G. Bowering, CII’s majority stockholder, pursuant to which CII acquired 100% of the issued and outstanding capital stock of GPML in exchange for 24,587,299 shares of CII’s common stock, par value $0.001, which constituted 80.80% of CII’s issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement. This transaction was recorded as a reverse merger and recapitalization ("RTO") for accounting purposes whereby CII (the legal acquirer) is considered the accounting acquiree and GPML (the legal acquiree) is considered the accounting acquirer and the historical operations are those of the accounting acquirer. As a result of this transaction, GPML is deemed to be a continuation of the business of CII. Accordingly, the accompanying interim condensed consolidated financial statements are those of GPML. The assets and liabilities of GPML have been brought forward at their book value and no goodwill has been recognized. The historical shareholders’ equity of CII prior to the share exchange has been retroactively restated for the equivalent number of shares received as if the share exchange occurred as of the beginning of the first period presented.
	Subsequent to the RTO, CII changed its name to Goldenway, Inc.
	GPML was incorporated in Hong Kong on April 7, 2009. GPML has obtained licenses from the Chinese Gold & Silver Exchange Society (the “CGSE”) and is involved in the trading of precious metals spot contracts, through its electronic trading platform, and precious metals. The GPML is one of the CGSE’s recognized E-Trading members.
	On November 1, 2011, GPML acquired 100% of Goldenway Global Investments (UK) Limited (“Goldenway UK”) which was incorporated in United Kingdom on July 14, 1997. Goldenway UK has obtained a license from the London Financial Services Authority (“FSA”) and is involved in the provision of foreign exchange brokerage services.
	The accompanying interim condensed consolidated financial statements include the accounts of the CII, GPML and Goldenway UK (collectively referred as the “Company”, “we”, “our” or “us”). All inter-company balances and transactions have been eliminated on consolidation. The accompanying interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
	In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary in order to make the interim financials not misleading have been included and all such adjustments are of a normal recurring nature. The result of operations for any interim period is not necessarily indicative of results for the full year.
	The interim condensed consolidated financial statements are based on accounting principles that are consistent in all material respects with those applied in the Form 10-K dated March 29, 2012; except as disclosed in Note 2. They do not include certain footnote disclosures and financial information normally included in annual financials prepared in accordance with U.S. GAAP and, therefore, should be read in conjunction with the Form 10-K as aforementioned.

- 8 -

Goldenway, Inc.
Notes to Interim Condensed Consolidated Financial Statements
For the Three Months Ended March 31, 2012 and 2011
(Expressed in US dollars)
(Unaudited)

2.	Summary of Significant Accounting Policies
	Recently Adopted Accounting Standards
	In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This standard results in a common requirement between the FASB and the International Accounting Standards Board (IASB) for measuring fair value and for disclosing information about fair value measurements. ASU 2011-04 is effective for fiscal years and interim periods beginning after December 15, 2011. The adoption of this guidance did not have a material impact on the Company’s interim condensed consolidated financial statements.
	In June, 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. ASU 2011-05 requires entities to present net income and other comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and other comprehensive income. ASU 2011-05 is effective for fiscal years and interim periods beginning after December 15, 2011. The adoption of this guidance did not have a material impact on the Company’s interim condensed consolidated financial statements.
	In September 2011, the FASB issued ASU 2011-08, Intangibles Goodwill and Other (Topic 350): The amendments in this Update will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under these amendments, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The adoption of this guidance did not have a material impact on the Company’s interim condensed consolidated financial statements.
	In December 2011, the FASB issued ASU 2011-12, “Comprehensive income”. The amendments are being made to allow FASB time to re- deliberate whether to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. While FASB is considering the operational concerns about the presentation requirements for reclassification adjustments and the needs of financial statement users for additional information about reclassification adjustments, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect before ASU 2011-05.ASU No. 2011-12 is effective for the Company on January 1, 2012. The adoption of this ASU did not have a material impact on the Company’s interim condensed consolidated financial statements
	Recent Accounting Pronouncements
	In December 2011, the FASB issued ASU 2011-11, “Balance Sheet”. The amendments in this Update require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. Entities are required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. This scope would include derivatives, sale and repurchase agreements and reverse sale and repurchase agreements, and securities borrowing and securities lending arrangements. ASU 2011-11 is effective for the Company on January 1, 2013. The adoption of this ASU is not expected to have a material impact on the Company’s interim condensed consolidated financial statements.

- 9 -

Goldenway, Inc.
Notes to Interim Condensed Consolidated Financial Statements
For the Three Months Ended March 31, 2012 and 2011
(Expressed in US dollars)
(Unaudited)

2.	Summary of Significant Accounting Policies - continued
	Foreign exchange rates used:

	March 31,	December 31,	March 31,
	2012	2011	2011
Period end USD/HK$ exchange rate	7.7656	7.7663	7.7750
Average USD/HK$ exchange rate	7.7596	7.7841	7.7872

3.	Fair Value Measurement
	The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and the related hierarchy levels as of March 31, 2012 and December 31, 2011:

		Fair Value Measurements on a Recurring Basis
		As of March 31, 2012
		Level 1		Level 2		Level 3		Total
Assets:
Unrealized profits on open contracts	$	-	$	1,774,000	$	- $		1,774,000
Trading precious metals		1,921,361		-		-		1,921,361
Total	$	1,921,361	$	1,774,000	$	- $		3,695,361
Liabilities:
Unrealized losses on open contracts	$	-	$	120,307	$	-	$	120,307

		Fair Value Measurements on a Recurring Basis
		As of December 31, 2011
		Level 1		Level 2		Level 3		Total
Assets:
Unrealized profits on open contracts	$	-	$	1,837,642	$	- $		1,837,642
Trading precious metals		1,674,077		-		-		1,674,077
	$	1,674,077	$	1,837,642	$	- $		3,511,719
Liabilities:
Unrealized losses on open contracts	$	-	$	245,856	$	-	$	245,856

Level 1 Financial Assets

The Company has investments in gold and silver that are Level 1 financial instruments and are recorded based upon listed or quoted gold and silver market prices. The investments in gold and silver are recorded in Trading precious metals.

Level 2 Financial Assets

The Company has open spot contracts that are Level 2 financial instruments and are recorded based on the difference in market price of the underlying precious metal of the open spot contracts between the date when the contracts are entered and the balance sheet date. The open spot contracts are recorded in Unrealized profits on open contracts and Unrealized losses on open contracts.

- 10 -

Goldenway, Inc.
Notes to Interim Condensed Consolidated Financial Statements
For the Three Months Ended March 31, 2012 and 2011
(Expressed in US dollars)
(Unaudited)

4.	Other Receivables
	Other receivables consisted of the following as of March 31, 2012 and December 31, 2011:

		March 31,		December 31,
		2012		2011
Funds in transit	$	139,391	$	81,868
CGSE rebate receivable		578,458		611,750
Staff loan		24,583		28,989
	$	742,432	$	722,607

Funds in transit represents the amount transferred from agents but have yet to be received by the Company as of March 31, 2012. Funds in transit were received subsequent to the period end date (i.e. April 2012). Normally funds in transit will be received within 5 business days.CGSE charges the Company a fee for each precious metal price trading transaction and issues rebates based on the transaction volume.

The staff loan is the advance to a director of Goldenway UK. The amount is unsecured, non-interest bearing and has no fixed repayment terms.

5.	Deposits and Prepaid Expenses
	Deposits and prepaid expenses consisted of the following as of March 31, 2012 and December 31, 2011:

			March 31,		December 31,
			2012		2011
Deposit in Hantec Bullion Limited	(a)	$	475,750	$	475,708
Advertising expenses			515,148		481,912
Funds to transfer agents			666,851		590,817
Legal and professional fee			577,051		437,078
Other deposits and prepaid expenses	(b)		1,447,260		1,085,401
Deposits and prepaid expenses		$	3,682,060	$	3,070,916
Represented by:
Deposits and prepaid expenses – current		$	2,756,426	$	1,965,475
Deposits and prepaid expenses – non-current			925,634		1,105,441
		$	3,682,060	$	3,070,916

(a)	The Company executed trading of precious metal spot contracts through Hantec Bullion Limited (“Hantec”), a private precious metal trading company in Hong Kong. All the deposit with Hantec can be used for future trading or withdrawn at the Company’s discretion.
(b)	The balance mainly represented the deposits for utility, e-trading fees, other miscellaneous prepaid expenses for daily operations and data processing and service fee prepaid to Shenzhen Gateway Technology Limited (“Gateway”) (Note 10).

- 11 -

Goldenway, Inc.
Notes to Interim Condensed Consolidated Financial Statements
For the Three Months Ended March 31, 2012 and 2011
(Expressed in US dollars)
(Unaudited)

6.	Property and Equipment
	Property and equipment, including leasehold improvements, consisted of the following as of March 31, 2012 and December 31, 2011:

		March 31,			December 31,
		2012			2011
Office equipment	$	23,512		$	23,106
Computer equipment		427,459			411,772
Leasehold improvements		363,194			363,194
Furniture and fixtures		44,503			44,503
Motor vehicle		206,422			80,127
Motor vessel		4,531,193			4,516,244
		5,596,283			5,438,946
Less: Accumulated depreciation		(806,027	)		(610,056	)
Property and equipment, net	$	4,790,256		$	4,828,890

	Depreciation expense was $216,780 and $58,551 for the three months ended March 31, 2012 and 2011, respectively, and was recorded as depreciation and amortization in the Company’s interim condensed consolidated statements of operations and comprehensive income.
7.	Intangible Assets and Goodwill
	Intangible assets and goodwill consisted of the following as of March 31, 2012 and December 31, 2011:

		March 31,			December 31,
		2012			2011
Precious metal price trading licenses (i)	$	637,427		$	637,369
Precious metal trading platform (ii)		901,411			643,807
FSA license (iii)		1,529,578			1,529,578
Intangible assets		3,068,416			2,810,754
Less: accumulated amortization		(286,520	)		(225,332	)
Intangible assets, net	$	2,781,896		$	2,585,422
		March 31,			December 31,
		2011			2011
Goodwill arising on consolidation(iii)	$	427,136		$	427,136

(i)	The Company acquired a precious metal price trading license from an unrelated party in 2009 and a physical precious metal trading license from another unrelated party in 2010. These licenses allow the Company to engage in the precious metal price trading activities with the public in Hong Kong, as a result, the Company became a member of CGSE, and can engage in trading of physical precious metals.
	Both licenses can be traded freely with no expiration date and hence, considered to have indefinite useful lives.
(ii)	In 2010, the Company purchased an online precious metal trading platform from an affiliated company controlled by Mr. Tang Hao. The platform is amortized over its useful life of 5 years. During the three months ended March 31, 2012, the Company acquired another online trading platform from GIHL, which is amortized over its useful life of 5 years. Details are set out in Note 10 to the interim condensed consolidated financial statements.
(iii)	These are FSA licenses identified and goodwill recognized from the acquisition of Goldenway UK.
(iv)	The Company compares the recorded value of its indefinite life intangible assets and goodwill to their fair values on an annual basis and whenever circumstances arise that indicates that impairment may have occurred. We perform goodwill impairment test for each reporting unit. If the fair value of the reporting unit exceeds the carrying value of the reporting unit, goodwill is not impaired. We concluded there was no impairment of intangible assets and goodwill during the three months ended March 31, 2012 and 2011.

- 12 -

Goldenway, Inc.
Notes to Interim Condensed Consolidated Financial Statements
For the Three Months Ended March 31, 2012 and 2011
(Expressed in US dollars)
(Unaudited)

Amortization expense was $61,215 and $32,104 for the three months ended March 31, 2012 and 2011, respectively, and was recorded as depreciation and amortization in the Company’s interim condensed consolidated statements of operations and comprehensive income.

The estimated amortization expenses for the next 5 years are as follow:

2012	$	135,212
2013	$	180,282
2014	$	180,282
2015	$	105,165
2016	$	51,509

8.	Accounts Payable
	Accounts payable consisted of the following as of March 31, 2012 and December 31, 2011:

		March 31,		December 31,
		2012		2011
Commissions payable to agents	$	1,495,046	$	1,143,573
Withdrawals requested by customers		69,054		215,135
Other vendors		42,280		206,210
	$	1,606,380	$	1,564,918

	As of March 31, 2012 and December 31, 2011, the balance with other vendors includes a balance of $Nil and $54,382, respectively, payable to a company whose director is also a director of Goldenway UK.
9.	Earnings Per Share
	Earnings per share (“EPS”) information for the three months ended March 31, 2012 and 2011 were determined by dividing net income attributable to the shareholders for the period by the weighted average number of both basic and diluted shares of common stock and common stock equivalents outstanding.
	For the three months ended March 31, 2012 and 2011, the Company did not have any securities that may potentially dilute the basic earnings per share. Therefore the basic and diluted earnings per share for the respective periods are equal.

		March 31, 2012		March 31, 2011
Numerator
Net income attributable to common shareholders	$	1,190,072	$	2,749,321
Denominator
Weighted average shares of common stock		14,660,029		14,660,029
Basic and diluted earnings per common stock	$	0.08	$	0.19

- 13 -

Goldenway, Inc.
Notes to Interim Condensed Consolidated Financial Statements
For the Three Months Ended March 31, 2012 and 2011
(Expressed in US dollars)
(Unaudited)

10.	Related Party Transactions and Balances
	The Company has engaged in related party transactions with certain majority stockholders, directors and officers of the Company as described below. Management believes that the transactions described below and in the related notes were completed on terms substantially equivalent to those that could prevail in arm’s-length transactions.
	Entities under common control are:

Entities	Business	Relationship
Gateway	IT services	Affiliated Company - Controlled by Mr. Hao Tang
GIHL	Investment	Majority Stockholder
Goldenway Global Investments (New Zealand) Limited (“GWNZ”)	Foreign exchange trading and related brokerage services	GIHL subsidiary or sister company
Goldenway Investments (HK) Limited (“HK”)	Securities and futures broker	GIHL Subsidiary
Mr. Hao Tang	N/A	Controlling Party of Majority Stockholder

- 14 -

Goldenway, Inc.
Notes to Interim Condensed Consolidated Financial Statements
For the Three Months Ended March 31, 2012 and 2011
(Expressed in US dollars)
(Unaudited)

10. Related Party Transactions and Balance - continued

• Gateway
  
  During the three months ended March 31, 2012, the Company incurred $32,218 (March 31, 2011 - $32,105) of IT service fee to Gateway, for which the expense was recorded as a data processing and service fee under the interim condensed consolidated statements of operations and comprehensive income. As of March 31, 2012, the Company prepaid $59,021 to Gateway for future IT services (December 31, 2011 - $91,206) and recorded the amounts as other deposits and prepaid expenses (Note 5).

• GIHL
  
  During the three months ended March 31, 2012 and 2011, the Company incurred $196,263 and $1,856,556 management fees to GIHL, respectively. The Company also made advances to the GIHL during the year ended December 31, 2011. As of March 31, 2012, the Company has $60,354 net payable to the GIHL (December 31, 2011 – net receivable from the GIHL of $494,732).
  
  In addition, during the three months ended March 31, 2012, the Company acquired an online trading platform for approximately $258,000 as well as incurred a monthly maintenance fee of approximately $15,000 from GIHL.

• GWNZ
  
  During the three months ended March 31, 2012 and 2011, the Company earned $202,336 and $Nil commission from GWNZ. As of March 31, 2012, the Company has $53,235 (December 31, 2011- $Nil) net payable to the GWNZ.

• HK
  
  During the three months ended March 31, 2012, the Company incurred $173,978 (March 31, 2011 - $173,361) for advertising services.

• Dividend
  
  On March 31, 2011, prior to the closing of the share exchange transaction, GPML declared a dividend of $7,640,940 or $0.07 per share on the 100,000,000 shares issued to GIHL.

• Mr. Hao Tang
  
  Mr. Hao Tang, the major shareholder and an officer of the Company, has a trading account on the Company’s trading platform as of March 31, 2012. No trading activity was made by Mr. Tang during the three months ended March 31, 2012 and 2011. His deposit balance in the trading account with the Company as of March 31, 2012 was $56,857 (December 31, 2011 - $56,857).

All balances with related parties are unsecured, non-interest bearing and have no fixed terms of repayments.

- 15 -

Goldenway, Inc.
Notes to Interim Condensed Consolidated Financial Statements
For the Three Months Ended March 31, 2012 and 2011
(Expressed in US dollars)
(Unaudited)

11.	Commitments
	Leases - The Company leases office space under non-cancellable operating lease agreements that expire on various dates through 2015. Future annual minimum lease payments, including maintenance and management fees, for non-cancellable operating leases, are as follows:

Year ending December 31,
2012	$	1,351,400
2013		1,615,200
2014		1,594,600
2015		853,700
	$	5,414,900

12.	Regulatory Requirements
	The Company, as a member of CGSE, is subject to working capital and asset requirements. Under the requirements, the minimum required working capital, defined as cash plus precious metals, is approximately $193,000 (HK$ 1.5 million) and the minimum required assets are $643,000 (HK$ 5 million).
	As of March 31, 2012, the GPML has $12,230,851 and $1,921,361 cash and trading precious metals, respectively (December 31, 2011- $9,845,686 and $1,674,077).
	The GPML’s total assets are $32,635,559 as of March 31, 2012 (December 31, 2011- $28,645,454).
	In addition, the FSA requires Goldenway UK to maintain a regulatory basic capital of $162,000 (EUR 125,000), and a Pillar 2 capital requirement of $787,000 (GBP 507,000). As of March 31, 2012, Goldenway UK has net asset of $496,277, but the Company transferred funds to Goldenway UK subsequent to the period to cover the Pillar 2 shortfall to be in compliance with the capital requirements.

- 16 -

Goldenway, Inc.
Notes to Interim Condensed Consolidated Financial Statements
For the Three Months Ended March 31, 2012 and 2011
(Expressed in US dollars)
(Unaudited)

13.	Segment Information
	The Company has two reportable segments: Foreign Exchange Brokerage Services and Others segment and Precious Metals segment. The Foreign Exchange Brokerage Services and Others segment consists of Goldenway UK and CII, while the Precious Metals segment represents GPML. These two segment offer different products and services. The reportable segments are managed separately because they provide distinct products and provide different services.
	Financial information with respect to the reportable segments and reconciliation to the amounts reported in the Company’s interim condensed consolidated financial statements for the first three months of fiscal year 2012 are as follows:
	For the three months ended March 31, 2012 and 2011, the information concerning the Company’s operations by reportable segment is as follows:

	Foreign Exchange
	Brokerage Services		Precious Metals	Elimination		Consolidated
	$		$	$		$
Revenue from foreign exchange brokerage services	202,336		-			202,336
Trading revenue	-		9,344,097			9,344,097
Fair value change of precious metals	-		124,167			124,167
Interest income from customers’ trading accounts	-		270,814			270,814
Total revenues	202,336		9,739,078			9,941,414
Income before income taxes	(585,271	)	2,220,875	1,552		1,637,156
Income taxes	-		447,084			447,084
Depreciation and amortization	20,162		257,833			277,995
Additions to property and equipment	-		157,216			157,216
Additions to intangible assets	-		257,745			257,745
Goodwill	-		-	427,136		427,136
Segment assets	1,404,090		32,635,559	(1,632,227	)	32,407,422

During the three months ended March 31, 2011, the Company had only one reportable segment being the Precious Metals segment.

- 17 -

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto contained elsewhere in this Form 10-Q.

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” included herein, 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 Certain Defined Terms

Except where the context otherwise requires and for the purposes of this report only:

• the “Company,” “we,” “us,” and “our” refer to the combined business of Goldenway, Inc. (formerly, Cyber Informatix, Inc.), a Nevada corporation, and its wholly-owned subsidiaries, (i) Goldenway Precious Metals Limited, a Hong Kong company, or “Goldenway Precious Metals”; and (ii) Goldenway Global Investments (UK) Limited, a United Kingdom company or “Goldenway UK”;
• “BVI” refers to the British Virgin Islands;
• “CGSE” refers to “The Chinese Gold and Silver Exchange Society”;
• “Exchange Act” refers to the Securities Exchange Act of 1934, as amended;
• “Goldenway Investments” refers to Goldenway Investments Holdings Limited, the former sole shareholder of Goldenway Precious Metals and the Company’s 71% majority stockholder;
• “Goldenway HK” refers to Goldenway Investments (HK) Limited, an entity owned and controlled by Goldenway Investments;
• “Hong Kong” refers to the Hong Kong Special Administrative Region of the People’s Republic of China;
• “Renminbi” and “RMB” refer to the legal currency of China;
• “SEC” refers to the Securities and Exchange Commission;
• “Securities Act” refers to the Securities Act of 1933, as amended; and
• “U.S. dollars,” “dollars”, “USD” and “$” refer to the legal currency of the United States.

Business Overview

Through our subsidiary, Goldenway Precious Metals, we are a recognized electronics trading member of the Chinese Gold and Silver Exchange Society, or the CGSE, in Hong Kong, and hold a Type AA License which authorizes us to engage in the electronic trading of Kilo Gold and Loco London Gold and Silver. We also engage in the provision of foreign exchange brokerage services in the United Kingdom through our newly acquired subsidiary, Goldenway UK.

We provide precious metals spot contract trading services via our 24-hour electronic trading platform and telephone transaction system in Hong Kong. Our electronic trading platform provides our customers with CGSE price quotations on gold and silver spot contracts, on a Loco London basis, as well as information updates on the gold and silver market, based on an evaluation of third-party market pricing sources such as M-Finance and Bloomberg. In addition to our retail customers, we also trade spot contracts of precious metals with other third-party providers of spot contract services in Hong Kong, and we purchase gold products from walk-in customers on a spot basis for conversion into bullion. See details regarding our services under the “Our Products, Services and Customers” heading in this report.

- 18 -

We face daily fluctuations in the price of gold and silver, foreign exchange rates, as well as interest rates. Although we have not done so since incorporation, through our client agreement with Goldenway HK, an entity owned and controlled by Goldenway Investments, our majority stockholder, we may engage in the trade of futures contracts and other derivative instruments to hedge against these market risks. Goldenway HK holds Type 1 and Type 2 licenses approved by the Securities and Futures Commission, SFC, which enables Goldenway HK to deal in futures contracts as defined under Hong Kong’s Securities and Futures Ordinance, SFO. Through our client agreement we are also able to ensure our ability to cover any excess customer demand for gold and silver.

Our revenue from our electronic trading platform trading spot contracts of precious metals is derived from the difference between the customer’s bid and offer prices and the eventual settlement price. If we receive customers’ spot contract orders requesting physical delivery, we will meet their demands either by selling bullion from our inventory or purchasing the bullion from a third-party bullion provider and reselling them to our customers. Hence, our revenue from our purchase and sale of gold and silver products is earned on the resale of the resulting bullion to our customers based on the revaluation of precious metals on hand at higher prices.

In addition, through our subsidiary, Goldenway UK, our revenue generated is derived from the provision of foreign exchange brokerage services to active retail customers globally.

Our revenues increased from $7.38 million in the 2011 first quarter to $9.94 million in the 2012 first quarter representing an increase of approximately 34.8%. Our net income decreased to $1.19 million in the 2012 first quarter, from $2.75 million in the 2011 first quarter. Revenue generated from spot contracts traded on the electronic trading platform accounted for approximately 96.7% and 99.2% (including the investment loss from spot contracts) of our revenues for the 2012 and 2011 first quarters, respectively. Revenue generated from realized and revaluation of precious metals accounted for 1.3% and 0.8% of our revenues in the 2012 and 2011 first quarters, respectively. Revenue generated from foreign exchange brokerage services, resulted in 2.0% and nil of our revenues for the 2012 and 2011 first quarters, respectively.

Our principal executive offices are located at Suites 3701-4, 37/F, Tower 6, The Gateway, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong. The telephone number at our principal executive office is +852 3719-9399. All our transactions and the technologies related to our online trading platform, including the servers that carry out these transactions, are executed and located in Hong Kong.

Results of Operations

Three Months Ended March 31, 2012 Compared to Three Months Ended March 31, 2011

The following table sets forth key components of our results of operations during the three months ended March 31, 2012 and 2011, both in dollars and as a percentage of our net sales.

		For the Three Months Ended
		March 31,			March 31,
		2012			2011
		(Unaudited)			(Unaudited)
			% of Total				% of Total
		Amount	Revenue		Amount		Revenue
REVENUES
Trading revenue	$	9,344,097		$	7,096,891
Foreign exchange brokerage services		202,336			-
Interest income from customers’ trading accounts		270,814			216,177
Fair value change of precious metals		124,167			62,206
Total revenues		9,941,414			7,375,274
EXPENSES
Management fees		196,263	2.0%		1,856,556		25.2%
Trading expenses and commissions		3,295,751	33.2%		1,209,821		16.4%
Employee compensation and benefit		1,819,640	18.3%		238,624		3.2%
General and administrative expenses		1,076,649	10.8%		97,428		1.3%
Advertising expenses		1,136,789	11.4%		218,358		3.0%
Bad debt expenses		-	-%		42,868		0.6%
Occupancy expenses		189,662	1.9%		173,286		2.3%
Depreciation and amortization		277,995	2.8%		90,655		1.2%
Data processing and service fees		317,626	3.2%		69,328		0.9%
Total expenses		8,310,375	83.6%		3,996,924		54.2%
Other income		6,117	0.1%		2,438		0.1%
INCOME BEFORE INCOME TAXES		1,637,156	16.5%		3,380,788		45.8%
INCOME TAXES
Provision for income taxes		410,584	4.1%		648,607		8.8%
Deferred income tax provision (recovery )		36,500	0.4%		(17,140	)	(0.2%	)
		447,084	4.5%		631,467		8.6%
NET INCOME		1,190,072	12.0%		2,749,321		37.3%
OTHER COMPREHENSIVE INCOME
Foreign currency translation		39,197	0.4%		7,332		0.1%
COMPREHENSIVE INCOME	$	1,229,269	12.4%	$	2,756,653		37.4%

- 19 -

Revenue. Total revenue increased by $2.56 million, or 34.8%, to $9.94 million for the three months ended March 31, 2012, compared to $7.38 million for the three months ended March 31, 2011. This increase was primarily due to the substantial increase in trading volume which is in line with the increase in the number of customers; and the fact that the market prices of gold and silver during the 2012 period were much more volatile than that of the prior period. Our electronic trading platform accounted for approximately 96.7% and 99.2% of our revenues for the three months ended March 31, 2012 and 2011, respectively. During the three months ended March 31, 2012 and 2011 revenue generated from realized and revaluation of precious metals accounted for 1.3% and 0.8% of our revenues, respectively, and revenue generated from foreign exchange brokerage services (which commenced in January 2012), resulted in 2.0% and nil of our revenues, respectively.

Expenses. During the three months ended March 31, 2012, the expenses were comprised of Management fee, Trading expenses and commissions, Employee compensation and benefit, General and administrative expenses, Advertising expenses, Occupancy expenses, Depreciation and amortization, and Data processing and service fees. Expenses increased by $4.31 million, or 107.9%, during the three months ended March 31, 2012, to $8.31 million, as compared to $4.00 million during the 2011 period, due to increases in each expense component discussed in more detail below.

Management fee. Management fee expenses are comprised of rental, entertainment, travel and employment expenses. Management fee was $0.20 million for the three months ended March 31, 2012, compared to $1.86 million for the three months ended March 31, 2011. The $1.66 million, or 89.4% decrease in management fee is mainly attributable to our amendment of our management fee agreement with Goldenway Investments during the 2011 fourth quarter, to remove the markup-up rate component and to apportion operating costs based on the number of employees engaged in activities for the Company, and the Company now incurs costs, such as employee costs, directly.

Trading expenses and commissions. Trading expenses and commissions increased by $2.09 million, or 172.4%, to $3.30 million for the three months ended March 31, 2012, compared to $1.21 million for the three months ended March 31, 2011. The increase in trading expenses and commissions was mainly driven by the increase in i) trading volume; and ii) customer base brought in by agents, which led to an increase in collection fees for customer deposits and commissions to agents.

Employee compensation and benefit. Employee compensation and benefit increased by $1.58 million, or 662.6%, to $1.82 million for the three months ended March 31, 2012, compared to $0.24 million for the three months ended March 31, 2011. The increase was primarily due to an increase in the number of new employees hired in connection with our amendment of the management fee agreement, as well as in connection with the fulfillment of the necessary vacancies for the newly-developed department.

General and administrative expenses. General and administrative expenses increased by $0.98 million, or 1005.1%, to $1.08 million for the three months ended March 31, 2012, as compared to $0.10 million for the three months ended March 31, 2011. The increase was primarily due to (i) an increase in office supplies necessitated by the increase in employees; and (ii) an increase of $0.45 million in consultancy and professional fees in connection with financial reporting and Sarbanes-Oxley compliance.

Advertising expenses. Advertising expenses increased by $0.92 million, or 420.6%, to $1.14 million for the three months ended March 31, 2012, compared to $0.22 million for the three months ended March 31, 2011. The increase was primarily due to (i) an advertising fee to our celebrity spokesperson during the three months ended March 31, 2012 which was not incurred in the 2011 period as most of it was recognized in early 2010; and (ii) an increase in the cost of our online promotional activities during the 2012 period. Pursuant to our renewed client agreement with Goldenway HK, we are obligated to pay consulting fees to Goldenway HK for marketing and advertising services.

Occupancy expenses. Occupancy expenses increased by $0.02 million, or 8.6%, to $0.19 million for the three months ended March 31, 2012, compared to $0.17 million for the three months ended March 31, 2011. The increase is mainly attributable to additional occupancy expenses for our new subsidiary, Goldenway UK.

- 20 -

Depreciation and amortization. Depreciation and amortization increased by $0.19 million, or 206.7%, to $0.28 million for the three months ended March 31, 2012, as compared to $0.09 million for the three months ended March 31, 2011. This increase was primarily due to the acquisition of a motor vessel in August 2011 and a motor vehicle in January 2012.

Data processing and service fee. Data processing and service fees increased by $0.25 million, or 358.1%, to $0.32 million for the three months ended March 31, 2012, as compared $0.07 million for the three months ended March 31, 2011. The increase was primarily due to (i) an increase in customers which caused a corresponding increase in rental fees for the occupation of more proxy servers; and (ii) the commencement in January 2012 of additional monthly consultancy fee payments to Goldenway Investments for the maintenance of our additional online trading platform (pursuant to a new service and maintenance agreement, dated January 1, 2012, between the Company and Goldenway Investments).

Income before income taxes. Income before income taxes decreased by $1.74 million, or 51.6%, to $1.64 million for the three months ended March 31, 2012, as compared $3.38 million for the three months ended March 31, 2011. This decrease was primarily contributed by the increase in our customer base, resulting in an increase of trading revenue and total expenses of $2.56 million and $4.31 million, respectively, for the three months ended March 31, 2012.

Income taxes. Income taxes decreased by $0.18 million, or 29.2%, to $0.45 million for the three months ended March 31, 2012, compared to $0.63 million for the three months ended March 31, 2011, due to a decrease in income before income taxes for the reasons as explained above during the 2012 first quarter.

Net income. For the foregoing reasons, we generated a net income of $1.19 million for the three months ended March 31, 2012, a decrease of $1.56 million, or 56.7%, from $2.75 million for the three months ended March 31, 2011.

Other comprehensive income. Our other comprehensive income was $0.04 million for the three months ended March 31, 2012, compared with comprehensive income of $0.01 million for the three months ended March 31, 2011. The balance mainly comprised of the operating income, in the ordinary course of business, and the foreign currency translation, which is the exchange rate fluctuations from translation of the Company’s Hong Kong and UK subsidiaries’ accounts from Hong Kong dollars (“HKD”), our functional currency, to United States dollars (“USD”), our reporting currency.

Liquidity and Capital Resources

To date, we have financed our operations primarily through cash flows from operations and equity contributions by our stockholders. We are not aware of any other restrictions that will significantly impact our ability to transfer cash within our corporate structure or restrict the net assets of our subsidiary, Goldenway Precious Metals. As of March 31, 2012, we had cash and cash equivalents of $13.04 million, primarily consisting of cash on hand and demand deposits. The following table provides detailed information about our net cash flow for all financial statement periods presented in this report:

Cash Flows

(all amounts in millions of U.S. dollars)

		Three Months Ended
		March 31,
		2012			2011
		(Unaudited)			(Unaudited)
Net cash provided by operating activities	$	3,173,684		$	3,456,298
Net cash used in investing activities		(414,961	)		(5,770,056	)
Effect of exchange rate changes on cash		18,323			2,585
Net increase (decrease) in cash and cash equivalents		2,776,046			(2,311,173	)
Cash, beginning of the period		10,267,457			7,975,652
Cash, end of the period	$	13,044,503		$	5,664,479

- 21 -

As a member of the CGSE, we are also subject to working capital and minimum asset requirements. Under the requirements, the minimum required working capital, defined as cash plus precious metals, is approximately $193,000 and the minimum required asset is $643,000. We were in compliance with these requirements as of March 31, 2012.

The FSA requires Goldenway UK to maintain a regulatory basic capital of €125,000 (approximately, $162,000), and a Pillar 2 capital requirement of £507,000 (approximately, $787,000). Capital is managed through budgeting, forecasting and daily and monthly entity and consolidated capital reporting. As of March 31, 2012 Goldenway UK had net assets of $496,277, but the Company transferred funds to Goldenway UK subsequent to the period to cover the Pillar 2 shortfall. The Company is in compliance with the foregoing capital requirements as of the date of this filing.

As of March 31, 2012, we had $13,044,503 in cash and $1,921,361 in gold and silver, and $10,267,457 and $1,674,077, respectively, as of December 31, 2011. As of March 31, 2012 and December 31, 2011, we had $32,407,422 and $28,716,790, respectively, in total assets.

Operating Activities

Net cash provided by operating activities was $3.17 million for the three months ended March 31, 2012, as compared to $3.46 million for the three months ended March 31, 2011, a decrease of $0.29 million. The decrease was due to the lower net income and higher adjustments to reconcile net income to net cash provided by operating activities for the three months ended March 31, 2012 as compared to the three months ended March 31, 2011. For the three months ended March 31, 2012, (i) change in accounts receivable held by the Company resulted in a cash outflow of $0.89 million, compared to a cash outflow of $1.32 million for the three months ended March 31, 2011; (ii) change in other receivables resulted in a cash outflow of $0.02 million for the three months ended March 31, 2012, compared to a cash outflow of $0.06 million for the three months ended March 31, 2011; (iii) change in trading precious metals resulted in a cash outflow of $0.12 million for the three months ended March 31, 2012, compared to a cash outflow of $0.23 million for the three months ended March 31, 2011; (iv) change in deposits and prepaid expenses resulted in a cash outflow of $0.61 million for the three months ended March 31, 2012, compared to a cash outflow of $0.10 million for the three months ended March 31, 2011; (v) change in accounts payable resulted in a cash inflow of $0.04 million for the three months ended March 31, 2012, compared to a cash inflow of $0.33 million for the three months ended March 31, 2011; (vi) change in accrued expenses and other liabilities resulted in a cash inflow of $0.07 million for the three months ended March 31, 2012, compared to a cash outflow of $0.12 million for the three months ended March 31, 2011; (vii) change in customer deposits resulted in a cash inflow of $2.59 million for the three months ended March 31, 2012, compared to a cash inflow of $3.14 million for the three months ended March 31, 2011; (viii) change in income taxes payable resulted in a cash inflow of $0.19 million for the three months ended March 31, 2012, compared to a cash inflow of $0.65 million for the three months ended March 31, 2011; (ix) the changes in the balance related to a cash inflow of $0.56 million from Goldenway Investments, our majority stockholder, for the three months ended March 31, 2012; and (x) the changes in the balance related to a cash inflow of $0.05 million from Goldenway Global Investments (New Zealand) Limited(“Goldenway NZ”), a company owned and controlled by Goldenway Investments, for the three months ended March 31, 2012.

Investing Activities

Net cash used in investing activities was $0.41 million for the three months ended March 31, 2012, compared to $5.77 million for the three months ended March 31, 2011, resulting in a change of $5.36 million. The change is mainly due to: (i) a cash outflow of $0.16 million for the acquisition of property and equipment during the three months ended March 31, 2012, compared to $0.12 million in cash used for such purpose during the three months ended March 31, 2011; and (ii) a cash outflow of acquisition of intangible asset of $0.26 million during the first quarter 2012.

In addition, the cash flow related to our majority stockholder as of March 31, 2012 and 2011, respectively, represents movement in balances due from Goldenway Investments, our majority stockholder. There was no movement for the three months ended March 31, 2012 in the investing activities, compared to cash outflow of $4.35 million for the three months ended March 31, 2011 .

Financing Activities

There were no financing activities for the three months ended March 31, 2012 and 2011.

Operating Lease Commitments

The Company leases its office space under non-cancelable operating lease agreements that expire on various dates through 2015. Future annual minimum lease payments, including maintenance and management fees, for non cancelable operating leases, are as follows:

- 22 -

Year ending December 31,		(in‘000)
2012		1,351
2013		1,615
2014		1,595
2015		854
	$	5,415

Obligations under Material Contracts

• Pursuant to a Software Development Contract dated March 26, 2010, between Goldenway Precious Metals and Shenzhen Gateway Technology Co. Ltd., a PRC-based IT services provider in which our former CEO, Hao Tang, holds a 29% equity interest, we are obligated to pay fees to Gateway in exchange for IT maintenance services. As of March 31, 2012, we were obligated to pay $0.39 million (up to March 31, 2015) million in IT maintenance fees to Gateway under this agreement.

• Goldenway Investments is the former parent of Goldenway Precious Metals and is now our majority stockholder. On January 1, 2010, Goldenway Precious Metals entered into a management fee agreement with Goldenway Investments, pursuant to which Goldenway Investments provides management services to Goldenway Precious Metals in exchange for management fees based on the actual operating cost incurred by Goldenway Investments, plus a mark-up rate on certain operational costs. The management fee is payable on an annual basis or on demand after provision of management services by the Goldenway Investments. Since October 1, 2011, the management fee agreement was amended to eliminate the mark-up rate component and apportion operating costs based on the number of employees engaged in activities for the Company. The management fee is payable on monthly basis or on demand after a provision of service by the Goldenway Investments. Management fee was $0.20 million for the three months ended March 31, 2012, compared to $1.86 million for the three months ended March 31, 2011.

• The Company and Goldenway Investments are also party to a maintenance and service agreement, dated January 1, 2012, pursuant to which the Company is obligated pay a monthly fee of HKD 120,000 (approximately, $15,465) to Goldenway Investments in exchange for precious metals trading platform maintenance services. Fees incurred under the maintenance and service agreement totaled $46,394 for the three months ended March 31, 2012.

• The Company is party to a marketing and advertising service agreement, dated October 1, 2009, between the Company and Goldenway Investments (HK) Limited, or Goldenway HK, a Goldenway Investments subsidiary, whereby the Company is obligated to pay an annual fee of $0.70 million to Goldenway HK, in exchange for marketing and advertising consulting services. The contract is subject to annual renewal. As of March 31, 2012, we were obligated to pay $0.2 million to Goldenway HK under this agreement.

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 their financial condition or results of operations.

Critical Accounting Policies

Basis of Accounting

The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Changes in these estimates are recorded when known.

Significant estimates made by management include:

- 23 -

• Valuation of assets and liabilities requiring fair value estimates;

• The allowance for doubtful accounts and bad debt expense;

• The realization of deferred tax assets;

• Useful lives of property and equipment;

• The carrying amount of intangible assets and the amortization period of intangible assets with definite lives;

• Future cash flows associated with impairment testing for tangible and intangible assets; and

• Other matters that affect the reported amounts and disclosure of contingencies in the financial statements.

Actual results could differ from those estimates.

Revenue Recognition

The Company’s revenue is derived from our managed flow activities between our retail customers, where we act as the counterparty to our customers’ trades. Revenue is recognized in accordance with the standard, “Revenue Recognition ("Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition”). The Company, through Goldenway Precious Metals generates revenue from trading precious metal spot contracts. SAB 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the seller’s price to the buyer is fixed and determinable; and (4) collectability is reasonably assured.

Precious metal spot price contracts generally involve the settlement of precious metal prices at market rates. Profits or losses are realized when customer transactions are liquidated and are recorded net as trading revenue on the Interim Condensed Consolidated Statements of Operations and Comprehensive Income. Unrealized profits or losses on open contracts are revalued at prevailing precious metal spot price (the difference between contract price and market price) at the date of the Balance Sheets are included in unrealized profits and losses, respectively, on the Interim Condensed Consolidated Balance Sheets.

The Company, through its wholly-owned subsidiary, Goldenway UK, is engaged in the provision of foreign exchange brokerage services. Goldenway UK follows SAB 104 and recognizes revenues when Goldenway UK and customers enter brokerage service agreement, services rendered, the brokerage service fee is fixed and determinable and collectability is reasonably assured.

The Company is also engaged in trading of precious metal spot price contracts with other trading companies. There were no unrealized profits or losses from open position as of March 31, 2012 and December 31, 2011, respectively. The realized losses are recorded as investment loss on the Interim Condensed Consolidated Statements of Operations and Comprehensive Income.

The Company also holds physical precious metals for trading. The precious metals were marked to market at each period end date. The changes in fair value of these precious metals are recorded as fair value change of precious metals on the Interim Condensed Consolidated Statements of Operations and Comprehensive Income.

The Company earns interest income on unliquidated contract amounts. The interest is accrued and calculated based on agreed upon interest rate (0.75% to 1.25%) .

Advertising

Advertising costs are incurred for the production and communication of advertising, as well as other marketing activities. The Company expenses the cost of advertising as incurred. The Company did not capitalize any production costs associated with advertising for 2012 or 2011.

Cash and cash equivalents

Cash is comprised of cash on hand and unrestricted deposits. Cash equivalents include highly liquid investments with maturities of three months or less when purchased. Cash equivalents are recorded at fair value.

- 24 -

Restricted Cash

Restricted cash represents security deposits withheld by an unrelated precious metal trading company with which the Company opened a trading account.

Fair Value of Financial Instruments

The standard, “Disclosures about Fair Value of Financial Instruments”, defines financial instruments and requires fair value disclosures for those instruments. The standard, “Fair Value Measurements”, defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. The carrying amounts reported in the interim condensed consolidated balance sheets for cash, restricted cash, accounts receivable, due from major stockholder, other receivables, accounts payable, accrued expenses and other liabilities qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.

The standard establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy defined by the standard are as follows:

Level 1	Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, listed equities and U.S. government treasury securities.
Level 2	Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category include non- exchange-traded derivatives such as over the counter forwards, options and repurchase agreements.
Level 3	Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value from the perspective of a market participant. Level 3 instruments include those that may be more structured or otherwise tailored to customers’ needs.

Accounts Receivable

The Company has agreements with several payment transfer agents who assist the customers to transfer funds to their trading accounts with the Company. The balance represents funds collected by the agents from the customers and to be remitted to the Company and the income receivable from the provision of foreign exchange brokerage services.

Allowance for Doubtful Accounts

The Company records an increase in the allowance for doubtful accounts when the prospect of collection becomes doubtful. Management specifically analyzes accounts receivable and historical bad debt experience when evaluating the adequacy of the allowance for doubtful accounts. Should any of these factors change, the estimates made by management will also change, which could affect the level of our future provision for doubtful accounts.

Other Receivables

Other receivables represent miscellaneous receivables from various third parties.

Trading Precious Metals

The Company holds physical precious metals for trade. The precious metals were marked to market at each balance sheet date.

- 25 -

Deposits and Prepaid Expenses

The Company records goods and services paid for but not to be received until a future date as prepaid assets. These include payments for advertising and occupancy related expenses. Any prepaid expense to be realized beyond the next 12 months is classified as non-current.

Property and Equipment

Property and equipment are stated at cost. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its present working condition and locations for its intended use. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets.

Property and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets as follows:

Office equipment	5 years
Furniture and fixtures	5 years
Leasehold improvements	over the lease terms
Computer equipment	4 years
Motor vehicle	5 years
Motor vessel	10 years

Expenditure for maintenance and repairs is charged to expense as incurred. Additions, renewals and betterments are capitalized.

The gain or loss on disposal of property and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets, and, if any, is recognized in the interim condensed consolidated statements of operation and comprehensive income.

Reporting Currency and Foreign Currency Translation

As of March 31, 2012 and December 31, 2011, the accounts of the Company and its subsidiaries are maintained in their functional currencies, the U.S. dollar (“USD”) for Goldenway, Inc. and Goldenway UK, and the Hong Kong dollar ("HK$") for Goldenway Precious Metals. The financial statements of the Company have been translated into U.S. dollars in accordance with the accounting standard on foreign currency translation. All assets and liabilities of the Company are translated at the exchange rate on the balance sheet date, shareholders’ equity is translated at the historical rates and the statements of operations and cash flows are translated at the weighted average exchange rate for the period/year. The resulting translation adjustments are reported under comprehensive income and as a separate component of shareholders’ equity.

Foreign exchange rates used:

	March 31,	December 31,	March 31,
	2012	2011	2011
Period end USD/HK$ exchange rate	7.7656	7.7663	7.7750
Average USD/HK$ exchange rate	7.7596	7.7841	7.7872

Intangible Assets and Goodwill

The standard, “Intangibles — Goodwill and Other”, requires purchased intangible assets other than goodwill to be amortized over their useful lives unless their lives are determined to be indefinite.

Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and intangible assets acquired and liabilities assumed.

The Company has two membership licenses issued by CGSE to trade precious metal price contracts and physical precious metals. In addition, upon acquisition of Goldenway UK, FSA’s license has been recognized as an identifiable intangible asset. All licenses, which are subject to renewal periodically, is not amortized and have an indefinite useful life because the management believes the Company will be able to continuously renew the license in the future. The licenses and goodwill are determined to have indefinite useful lives.

- 26 -

The Company compares the recorded value of its indefinite life intangible assets and goodwill to their fair values on an annual basis and whenever circumstances arise that indicates that impairment may have occurred. We perform goodwill impairment test for each reporting unit. If the fair value of the reporting unit exceeds the carrying value of the reporting unit, goodwill is not impaired. We concluded there was no impairment of intangible assets and goodwill during the three months ended March 31, 2012 and 2011.

The Company accounts for costs to acquire its trading platform and related software in accordance with the standard, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”. The standard requires that such technology be capitalized in the application and infrastructure development stages. Costs related to training, administration and non-value-added maintenance are charged to expense as incurred. Capitalized software development costs are being amortized over the useful life, which the Company has estimated at 5 years.

Long-Lived Assets

In accordance with the standard, “Property, Plant and Equipment”, the Company periodically evaluates the carrying value of long-lived assets when events and circumstances warrant such review. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such an asset is separately identifiable and is less than the carrying value. In that event, a loss is recognized in the amount by which the carrying value exceeds the fair market value of the long-lived asset. The Company has identified no such impairment losses.

Asset Retirement Obligations

In accordance with the standard, “Asset Retirement Obligations”, the Company recognizes an estimated liability for future costs associated with the restoration of the leased office space. A liability for the fair value of an asset retirement obligation and corresponding increase to the carrying value of the related leasehold improvements are recorded at the time the leasehold improvements are acquired. The increase in carrying value is included in property and equipments in the accompanying interim condensed consolidated balance sheets. The Company depreciates the amount added to the related leasehold improvements and recognizes expense in connection with the accretion of the discounted liability over the remaining lease term.

Accounts Payable

The balance represents commission payable to agents, withdrawals requested by customers and other payables to various vendors.

Customer Deposits

Customer deposits include amounts due on cash and margin transactions. These transactions include deposits adjusted for gains or losses arising from settled trades in customer accounts.

Unrealized Profits or Losses on Open Contracts

Unrealized profits or losses on open contracts revalued at prevailing precious metal price (the difference between contract price and market price) at the date of balance sheets are included in unrealized profits or losses on open contracts.

Accumulated Other Comprehensive Income

The Company’s accumulated other comprehensive income, consists of foreign currency translation from the Company`s subsidiaries’ functional currencies, HK$ and GBP, to reporting currency, U.S. dollars.

Income Taxes

The Company utilizes the standard, "Accounting for Income Taxes", which requires 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 the provisions of the interpretation, "Accounting for Uncertainty in Income Taxes”. The Company did not have any material unrecognized tax benefits and there was no effect on its financial condition or results of operations as a result of implementing the interpretation. The Company does not believe there will be any material changes in its unrecognized tax positions over the next 12 months.

- 27 -

Earnings per Share

The Company computes earnings per share (“EPS”) in accordance with FASB ASC 260 “Earnings Per Share”. FASB ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period/year.

Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of contracts to issue ordinary common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. The computation of diluted earnings per share includes the estimated impact of the exercise of contracts to purchase common stocks using the treasury stock method and the potential shares of converted common stock associated with the convertible debt using the if-converted method.

Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

The Company does not have any securities that may potentially dilute the basic earnings per share.

Comprehensive Income

Comprehensive income is comprised of net income and other comprehensive income. Other comprehensive income includes unrealized gains or losses resulting from currency translations of foreign subsidiaries.

Statement of Cash Flows

In accordance with the standard, "Statement of Cash Flows", cash flows from the Company’s operations are calculated based upon the local currencies translated at the weighted average exchange rate for the period/year. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the interim condensed consolidated balance sheets.

Business Combinations

The Company applies ASC 805, Business Combinations to all its business combinations. The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. The purchase price of the acquisition is allocated to tangible assets, liabilities, and identifiable intangible assets acquired based on their estimated fair values. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and restructuring costs are expensed as incurred. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the business combination date, these estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the preliminary purchase price allocation period, which may be up to one year from the business combination date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. After the preliminary purchase price allocation period, the Company records adjustments to assets acquired or liabilities assumed subsequent to the purchase price allocation period in its operating results in the period in which the adjustments were determined.

Recently Adopted Accounting Standards

In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This standard results in a common requirement between the FASB and the International Accounting Standards Board (IASB) for measuring fair value and for disclosing information about fair value measurements. ASU 2011-04 is effective for fiscal years and interim periods beginning after December 15, 2011. The adoption of this guidance did not have a material impact on the Company’s interim condensed consolidated financial statements.

In June, 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. ASU 2011-05 requires entities to present net income and other comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and other comprehensive income. ASU 2011-05 is effective for fiscal years and interim periods beginning after December 15, 2011. The adoption of this guidance did not have a material impact on the Company’s interim condensed consolidated financial statements.

- 28 -

In September 2011, the FASB issued ASU 2011-08, Intangibles Goodwill and Other (Topic 350): The amendments in this Update will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under these amendments, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The adoption of this guidance did not have a material impact on the Company’s interim condensed consolidated financial statements.

In December 2011, the FASB issued ASU 2011-12, “Comprehensive income”. The amendments are being made to allow FASB time to re-deliberate whether to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. While FASB is considering the operational concerns about the presentation requirements for reclassification adjustments and the needs of financial statement users for additional information about reclassification adjustments, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect before ASU 2011-05.ASU No. 2011-12 is effective for the Company on January 1, 2012. The adoption of this ASU did not have a material impact on the Company’s interim condensed consolidated financial statements

Recently Accounting Pronouncements

In December 2011, the FASB issued ASU 2011-11, “Balance Sheet”. The amendments in this Update require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. Entities are required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. This scope would include derivatives, sale and repurchase agreements and reverse sale and repurchase agreements, and securities borrowing and securities lending arrangements. ASU 2011-11 is effective for fiscal years and interim periods beginning after January 1, 2013. The adoption of this ASU is not expected to have a material impact on the Company’s interim condensed consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

Market risk is the risk of losses in on- and off-balance sheet positions arising from movements in market prices. As we operate predominantly on an agency model with the exception of certain trades of our customers, we are not exposed to the market risk of a position moving up or down in value.

Liquidity Risk

In normal conditions, our business of providing electronic trading precious metals and related services is self financing as we generate sufficient cash flows to pay our expenses as they become due. As a result, we generally do not face the risk that we will be unable to raise cash quickly enough to meet our payment obligations as they arise. Our cash flows, however, are influenced by customer trading volume and the income we derive on that volume. These factors are directly impacted by domestic and international market and economic conditions that are beyond our control. In an effort to manage this risk, we maintain a substantial pool of liquidity. As of March 31, 2012, cash and cash equivalents, excluding cash and cash equivalents held for customers and the restricted cash, were 40.2% (December 31, 2011: 35.6%) of total assets.

Operational Risk

Our operations are subject to various risks resulting from technological interruptions, failures, or capacity constraints in addition to risks involving human error or misconduct. We are heavily dependent on our technology infrastructure, among other functions, to operate our trading platform. Our ability to facilitate transactions successfully and provide high quality customer service depends on the efficient and uninterrupted operation of our computer and communications hardware and software systems. Our systems are vulnerable to damage or interruption from human error, natural disasters, power loss, telecommunication failures, break-ins, sabotage, computer viruses, intentional acts of vandalism, computer denial-of-service attacks and other similar events. If our systems fail to perform, we could experience periodic interruptions and disruptions in operations, slower response times or decreased customer satisfaction.

  - 29 -

Our systems have in the past experienced disruptions in operations, which we believe will continue to occur from time to time. On December 8, 2011 and February 29, 2012, our trading system was seriously attacked by unknown actors and our business and operations were temporarily disrupted, which led to quoting errors. As of the date of this report, we have not been notified of any claim against us alleging harm caused to third parties by this disruption, and our customers have continued to actively place precious metals trading orders through their respective trading accounts, but we can provide no assurance that we will not receive any claims in the future in connection with this disruption.

Our IT department is working with IT security consultants to strengthen and protect our network from intentional attacks. We have also established a separate department to monitor our networks and to indentify and minimize human errors, such as clerical mistakes and incorrectly placed trades, as well as intentional misconduct, such as unauthorized trading, mischief and fraud. Furthermore, we seek to mitigate the impact of any operational issues by maintaining insurance coverage for various contingencies. Despite any precautions we may take, any systems failure that causes an interruption in our services or decreases the responsiveness of our services could, among other consequences, impair our reputation, damage our brand name and materially adversely affect our business, financial condition and results of operations and cash flows.

Regulatory Capital Risk

Various domestic and foreign government bodies and self-regulatory organizations responsible for overseeing our business activities require that we maintain specified minimum levels of regulatory capital in our operating subsidiaries. If not properly monitored or adjusted, our regulatory capital levels could fall below the required minimum amounts set by our regulators, which could expose us to various sanctions ranging from fines and censure to the imposition of partial or complete restrictions on our ability to conduct business. To mitigate this risk, we continuously evaluate the levels of regulatory capital at each of our operating subsidiaries and adjust the amounts of regulatory capital in each operating subsidiary as necessary to ensure compliance with all regulatory capital requirements. These may increase or decrease as required by regulatory authorities from time to time. We also maintain excess regulatory capital to provide liquidity during periods of unusual or unforeseen market volatility, and we intend to continue to follow this policy. In addition, we monitor regulatory developments regarding capital requirements to be prepared for increases in the required minimum levels of regulatory capital that may occur from time to time in the future. As of March 31, 2012, the Company regards its capital position to include all financial assets and liabilities, therefore the period end capital position was $14.95 million.

The FSA requires Goldenway UK to maintain a regulatory basic capital of €125,000 (approximately, $162,000), and a Pillar 2 capital requirement of £507,000 (approximately, $787,000). Capital is managed through budgeting, forecasting and daily and monthly entity and consolidated capital reporting. As of March 31, 2012 Goldenway UK had net assets of $496,277, but the Company transferred funds to Goldenway UK subsequent to the period to cover the Pillar 2 shortfall. The Company is in compliance with the foregoing capital requirements as of the date of this filing.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

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

As required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer, Mr. Ricky Wai Lam Lai, and our Chief Financial Officer or CFO, Mr. Yue Yuen Chan, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2012. Based on that evaluation, Mr. Lai and Mr. Chan concluded that, except with respect to Goldenway UK, our new UK subsidiary which we acquired on November 1, 2011, as of March 31, 2012, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed, our disclosure controls and procedures were effective to satisfy the objectives for which they are intended.

Changes in Internal Controls over Financial Reporting

During the three months ended March 31, 2012, we made the following changes in our internal controls:

• There were breaches in the security of our electronic trading platform on December 8, 2011 and February 29, 2012 that temporarily disrupted our business and led to quoting errors. In the wake of the attacks on our trading system, our IT department is working with IT security consultants to strengthen and protect our network from intentional attacks. We have also established a separate department to monitor our networks and to indentify and minimize human errors, such as clerical mistakes and incorrectly placed trades, as well as intentional misconduct, such as unauthorized trading, mischief and fraud. Furthermore, are trying to mitigate the impact of any operational issues by maintaining insurance coverage for various contingencies.

- 30 -

• Our Board of Directors has adopted the Goldenway, Inc. Interested Transactions Policy and Procedures (the "Policy") under which all Interested Transactions are subject to approval or ratification in accordance with the procedures set forth in the Policy. The Policy defines an "Interested Transaction" as any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which (1) the aggregate amount involved will or may be expected to exceed $100,000 in any calendar year, (2) the Company is a participant, and (3) any Related Party has or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10 percent beneficial owner of another entity). A "Related Party" is defined as any (a) person who is or was (since the beginning of the last fiscal year for which the Company has filed a Form 10-K, proxy statement or other disclosure including the information required by Form 10, even if they do not presently serve in that role) an executive officer, director or nominee for election as a director, (b) greater than 5 percent beneficial owner of the Company’s common stock, or (c) immediate family member of any of the foregoing. For more information regarding the Policy see our disclosure under Item 13 “Certain Relationships and Related Transactions, and Director Independence” of this report.

Except as disclosed above, there were no changes in our internal controls over financial reporting during the quarter ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 1A. RISK FACTORS.

There have been no material changes in the Company’s risk factors from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2011.

The risks described in our Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission are not the only risks facing us. Additional risks and uncertainties, not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. (REMOVED AND RESERVED).

ITEM 5. OTHER INFORMATION.

Except as set forth below, 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.

- 31 -

• On September 16, 2011, Goldenway Precious Metals received the approval of the London Financial Services Authority, or the FSA, to complete the acquisition of Goldenway UK, formerly Goldenway Voltrex Investments Limited, a company registered in the United Kingdom. On November 1, 2011, Goldenway Precious Metals acquired all of the equity interest in Goldenway UK for an aggregate purchase price of £1,447,203 (approximately 2,307,757). Goldenway Precious Metals acquired a 90.5% majority interest in Goldenway UK for £1,301,978 (approximately, $2,076,134), pursuant to a share purchase agreement with the prior shareholders of Goldenway UK, and on the same day, Goldenway Precious Metals acquired the remaining 9.5% interest in Goldenway UK from Goldenway Investments, our majority stockholder, for £145,225 (approximately $231,623). Goldenway Investments had acquired its minority interest in Goldenway UK in May 2011 at the same cost. Goldenway UK was formed on July 14, 1997, to engage in the provision of foreign exchange brokerage services in the United Kingdom. On January 9, 2012 we launched Goldenway UK’s business and operations under our management.

• On January 1, 2012, the Company entered into a service level agreement and a maintenance and service agreement with Goldenway Investments, pursuant to which, Goldenway Investments agrees to license to the Company certain software in connection with the Company’s online trading platform. Under the agreements,, and the Company is obligated to pay to Goldenway Investments an initial fee of HKD 2 million (approximately, $257,745), and a monthly fee of HKD 120,000 (approximately, $15,465), in exchange for certain precious metals trading platform maintenance services. The Company may also incur additional fees for supplemental or ad hoc services not included under the agreement, such as for special projects and customization and Goldenway Investments has the right to increase the monthly fees under the agreement upon thirty days’ prior written notice. The Company has the right to terminate the agreement by giving written notice to Goldenway Investments and such termination will automatically terminate the Service Level Agreement between the Company and Goldenway Investments discussed below.

• The Company is party to an inter-company brokerage agreement, dated January 9, 2012, between the Company and Goldenway NZ, pursuant to which Goldenway NZ provides dealing facilities and brokerage services to the Company’s customers, and is obligated to pay the Company a commission based on the volume of transactions. During the three months ended March 31, 2012, the Company received $0.2 million in commission from Goldenway NZ in connection with this agreement.

ITEM 6. EXHIBITS.

The list of exhibits included in the attached Exhibit Index is hereby incorporated herein by reference.

Exhibit No.	Description
10.1	Service and Maintenance Agreement, dated January 1, 2012, between Goldenway Investments Holdings Limited and Goldenway Precious Metals Limited
10.2	Service Level Agreement, dated January 1, 2012, between Goldenway Investments Holdings Limited and Goldenway Precious Metals Limited
10.3	Marketing and Advertising Service Agreement, dated October 1, 2009, between Goldenway Investments (HK) Limited and Goldenway Precious Metals Limited
10.4	Inter-Company Brokerage Agreement, dated January 9, 2012, between the Goldenway Global Investments (UK) Limited and Goldenway Global Investments (New Zealand) Limited
31.1	Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certifications of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certifications of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

- 32 -

SIGNATURES

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

Dated: May 14, 2012

GOLDENWAY, INC.

By: /s/ Ricky Wai Lam Lai                    

Ricky Wai Lam Lai, Chief Executive Officer

(Principal Executive Officer)

By: /s/ Yue Yuen Chan                          

Yue Yuen Chan, Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

EXHIBIT INDEX

Exhibit No.	Description
10.1	Service and Maintenance Agreement, dated January 1, 2012, between Goldenway Investments Holdings Limited and Goldenway Precious Metals Limited
10.2	Service Level Agreement, dated January 1, 2012, between Goldenway Investments Holdings Limited and Goldenway Precious Metals Limited
10.3	Marketing and Advertising Service Agreement, dated October 1, 2009, between Goldenway Investments (HK) Limited and Goldenway Precious Metals Limited
10.4	Inter-Company Brokerage Agreement, dated January 9, 2012, between the Goldenway Global Investments (UK) Limited and Goldenway Global Investments (New Zealand) Limited
31.1	Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certifications of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certifications of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002