10-Q/A

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

FORM 10-Q/A
Amendment No. 2

(Mark One)
x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2006
o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to __________
Commission file number 000-11991

SORL AUTO PARTS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	30-0091294
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

No. 1169 Yumeng Road

Ruian Economic Development District

Ruian City, Zhejiang Province

People’s Republic Of China

(Address of principal executive offices)

86-577-6581-7720

(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) 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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer x

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

Yes o No x

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the registrant classes of common equity, as of the latest practicable date:

          As of April 30, 2006 there were 13,346,555 shares of Common Stock outstanding

Reasons for Amendment

          This filing is being amended to include, revise or omit information to improve the disclosures as follows:

• The column headings in the statements of cash flows for the quarters ended March 31, 2006 and 2005 have been modified to clearly label them “As Restated”.  This revision was necessitated by a reclassification of cash flows from notes receivable for those quarters from investing cash flows to operating cash flows.

• Disclosure has been added to the financial statements under Note T, “Restatement” to describe the effects of the restatement (of the cash flows from the changes in notes receivable balances from investing cash flows to operating cash flows) on income before extraordinary items, net income, related per share amounts, and stockholders’ equity.

• A current report on Form 8K has been simultaneously filed to notify readers or potential readers that the financial statements previously filed for the quarters ended March 31, 2006 and 2005 on Form 10Q filed on May 15, 2006 and Form 10Q/A (Amendment #1) filed on July 27, 2006 should not be relied upon due to the restatement of cash flows from notes receivable from investing cash flows to operating cash flows.

• Disclosure has been added to Note Q “Stock Compensation Plan” to clearly describe the contractual term of the options issued on March 1, 2006 as being 3 years.  Additionally, Note Q has been revised to correct the intrinsic value of the options issued on March 1, 2006.  The intrinsic value of the options issued were zero at the grant date since the market value of the stock was equal to the strike price of the options.  The previous filing erroneously reported the fair value rather than the intrinsic value.

2

INDEX

PART I.	FINANCIAL INFORMATION (unaudited)	1
Item 1.	Financial Statements:	1
	Consolidated Balance Sheets	2
	Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Stockholders’ Equity	4
	Consolidated Statements of Cash Flows	5
	Notes to the Condensed Financial Statements	6-14
PART II.	OTHER INFORMATION	14
Item 6.	Exhibits	14
SIGNATURES		15

i

PART I
FINANCIAL INFORMATION

Item 1. Financial Statements

SORL AUTO PARTS, INC. AND SUBSIDIARIES
Ruian City, ZheJiang Province, China

TABLE OF CONTENTS
Condensed Consolidated Balance Sheets	2
Condensed Consolidated Statements of Operations and Comprehensive Income	3
Condensed Consolidated Statements of Stockholders’ Equity	4
Condensed Consolidated Statements of Cash Flows	5
Notes to Condensed Consolidated Financial Statements	6-14

1

CONSOLIDATED BALANCE SHEETS

	March 31, 2006			December 31, 2005
		(Unaudited)			(Audited)
ASSETS
Current Assets
Cash and cash equivalents		1,153,781			961,131
Account receivables, net of provision		28,673,136			25,339,774
Notes receivables		2,156,920			1,488,104
Inventory		1,134,773			2,512,583
Prepayments		1,321,678			1,801,829
Other current assets		510,474			48,115
Total Current Assets		34,950,762			32,151,536
Fixed Assets
Property, plant and equipment		10,423,487			10,140,947
Less: Accumulated depreciation		(3,287,358	)		(3,024,281	)
Fixed Assets, Net		7,136,129			7,116,666
Construction in progress		88,276			—
Other Assets
Deferred compensation cost-stock options		173,934			—
Intangible assets		44,590			44,297
Less: Accumulated amortization		(13,790	)		(11,873	)
Intangible Assets, Net		30,800			32,424
Total Other Assets		204,734			32,424
Total Assets		42,379,901			39,300,626
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable		5,349,133			3,485,987
Deposit received from customers		1,081,277			1,324,085
Short term bank loans		14,511,114			16,026,717
Accrued expenses		517,859			482,982
Other current liabilities		1,112,782			260,679
Total Current Liabilities		22,572,165			21,580,450
Minority Interest		1,926,684			1,735,818
Shareholders’ Equity
Common stock, $0.002 par value, 50,000,000 authorized, 13,346,555 issued and outstanding at 03/31/2006 and 12/31/2005		26,693			26,693
Paid in capital		4,623,022			4,444,118
Accumulated other comprehensive income (loss)		451,028			336,993
Retained earnings		12,780,309			11,176,554
Total Current Liabilities		17,881,052			15,984,358
Total Liabilities and Shareholders’ Equity		42,379,901			39,300,626

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

2

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

		For the three months ended March 31,
	2006		2005
Sales	$	19,419,584	$	14,515,866
Cost of Sales		15,023,826		11,296,173
Gross Profit		4,395,758		3,219,692
Operating Expenses
Selling and Distribution Expenses		868,016		927,089
General and Administrative Expenses		1,096,962		554,254
Total Operating Expenses		1,964,978		1,481,343
Operating Income		2,430,780		1,738,349
Financial Expenses		265,547		60,452
Non-Operating Expenses		89,675		9,153
Net Income Before Provision for Income Taxes		2,075,558		1,668,745
Provision for Income Taxes		293,608		—
Net Income Before Minority Interest		1,781,950		1,668,745
Minority Interest		178,195		166,875
Net Income Attributable to Shareholders	$	1,603,755	$	1,501,870
Other Comprehensive Income
Foreign Currency Translation Adjustment		126,705		—
Minority Interest’s Share		12,671		—
Comprehensive Income	$	1,717,789	$	1,501,870
Weighted average common share - Basic		13,346,555		13,285,867
Weighted average common share - Diluted		13,347,123		13,285,867
Earnings Per Share – Basic	$	0.12	$	0.11
Earnings Per Share – Diluted	$	0.12	$	0.11

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

3

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR
 THE PERIOD FROM DECEMBER 31, 2004 THROUGH MARCH 31, 2006.

	Number of Common Shares		Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive  Income		Total  Stockholders’  Equity		Minority Interest
Beginning Balance - Dec 31, 2004		13,282,253	$	26,565	$	4,082,246	$	6,226,944		—	$	10,335,755	$	1,148,418
Common Stock - Adjustment for fractional shares		3,614		7		-7		—		—		—		—
Net Income		—		—		—		1,501,870		—		1,501,870		166,875
Ending Balance - Mar 31, 2005		13,285,867	$	26,572	$	4,082,239	$	7,728,814		—	$	11,837,625	$	1,315,293
Beginning Balance - Dec 31, 2005		13,346,555	$	26,693	$	4,444,118	$	11,176,554	$	336,993	$	15,984,358	$	1,735,818
Net Income		—		—		—		1,603,755		—		1,603,755		178,195
Other Comprehensive Income (Loss)		—		—		—		—		114,035		114,035		12,671
Paid In Capital Contributions		—		—		178,904		—		—		178,904		—
Ending Balance - Mar 31, 2006		13,346,555	$	26,693	$	4,623,022	$	12,780,309	$	451,028	$	17,881,052	$	1,926,684

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

4

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the three months ended March 31,
	(As Restated)			(As Restated)
	2006			2005
Cash Flows from Operating Activities
Net Income	$	1,603,755		$	1,501,870
Adjustments to reconcile net income to net cash from operating activities:
Minority Interest		178,195			168,875
Bad Debt Expense		156,875			—
Depreciation and Amortization		264,994			192,004
Stock-Based Compensation Expense		4,970			—
Changes in Assets and Liabilities:
Accounts Receivable		(3,490,237	)		(4,615,591	)
Other Receivables		(462,357	)		363,465
Notes Receivables		(668,816	)		(634,772	)
Inventory		1,377,810			110,860
Prepayments		480,151			(654,619	)
Account Payables		1,863,146			(273,093	)
Deposits Received from Customers		(242,808	)		931,777
Other Payables and Accrued Expenses		886,686			662,659
Net Cash Flows from Operating Activities		1,952,364			(2,248,564	)
Cash Flows from Investing Activities
Acquisition of Property and Equipment		(282,540	)		(286,703	)
Investment in Construction in Progress		(88,276	)		—
Net Cash Flows from Investing Activities		(370,816	)		(286,703	)
Cash Flows from Financing Activities
Proceeds from (Repayment of) Bank Loans		(1,515,603	)		2,415,459
Net Cash Flows from Financing Activities		(1,515,603	)		2,415,459
Effects on changes in foreign exchange rate		126,705			—
Net Increase (Decrease) in Cash		192,650			(119,808	)
Cash and Cash Equivalents - Beginning of the period		961,131			729,875
Cash and Cash Equivalents - End of the period	$	1,153,781		$	610,067
Supplemental Cash Flow Disclosures:
Interest Paid	$	199,240		$	60,452
Tax Paid	$	—		$	—

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

5

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note A -          Description of Business

SORL Auto Parts, Inc. (the “Company”) is principally engaged in the manufacture and distribution of automotive air brake valves and related components for commercial vehicles weighing more than three tons, such as trucks and buses, through its 90% ownership of Ruili Group Ruian Auto Parts Company Limited (the “Joint Venture”) in the People’s Republic of China (“PRC” or “China”).  The Company distributes products both in China and internationally under the SORL trademarks.  The Company’s product range includes approximately 40 categories of brake valves with over 800 different specifications.

Note B -          Basis of Presentation

The condensed consolidated financial statements include the accounts of SORL Auto Parts, Inc. and its majority owned subsidiaries.  All significant intercompany balances and transactions have been eliminated in the consolidation. Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the annual audited financial statements and the notes thereto included in the Company’s annual report on Form 10-K and other reports filed with the SEC.

The accompanying unaudited interim financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole.

Note C -          Recent Pronouncements

In March 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 156, “Accounting for Servicing of Financial Assets – an amendment of FASB Statement No. 140” (“SFAS 156”).  SFAS 156 amends FASB Statement No. 140 with respect to the accounting for separately recognized servicing assets and servicing liabilities.  SFAS 156 requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practical.  SFAS 156 is effective as of the beginning of the first fiscal year that begins after September 15, 2006.  As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended December 31, 2007.  The Company is currently evaluating the impact of SFAS 156 on its consolidated financial statements.

Note D -          Related Party Transactions

The Company continued to purchase non-valve automotive components, raw materials and packaging materials from the Ruili Group Co., Ltd., which is the minority shareholder of the Joint Venture, and also has the common controlling party, i.e. the Zhang family.

6

The following related party transactions occurred for the first quarter ended March 31, 2006 and 2005:

Note D -          Related Party Transactions-Continued

	Three Months Ended March 31,
	2006		2005
PURCHASES FROM:
Ruili Group Co., Ltd.	$	5,843,210	$	3,891,153
Ruian Ruili Haizhiguan Auto Part Co., Ltd.		—		125,394
Total Purchases	$	5,843,210	$	4,016,547
SALES TO:
Ruili Group Co., Ltd.	$	2,585,814	$	1,280,244
Total Sales	$	2,585,814	$	1,280,244

The total purchases from Ruili Group during the first quarter ended March 31, 2006 consisted of $5.6 million finished products of non-valve auto parts and $0.2 million of packaging materials.

(a)		(b)	March 31, 2006		(c)	(d)	December 31, 2005
(e)	Accounts Payable and Other Payables	(f)			(g)	(h)
(i)	Shuping Chi	(j)	$	—	(k)	(l)	$	273,559
(m)	Total Related Parties included in Accounts Payable	(n)	$	—	(o)	(p)	$	273,559
(q)	(r)	(s)			(t)
(u)	Prepayment	(v)			(w)	(x)
(y)	Ruili Group Co., Ltd.	(z)	$	473,000	(aa)	(bb)	$	1,060,193
(cc)	Total prepayment	(dd)	$	473,000	(ee)	(ff)	$	1,060,193

7

Note E -          Accounts Receivable

The changes in the allowance for doubtful accounts at March 31, 2006 and December 31, 2005 are summarized as follows:

	March 31, 2006		December 31, 2005
Beginning balance	$	914,721	$	68,384
Add: Increase to allowance		156,875		846,337
Less: Accounts written off		—		—
Ending balance	$	1,071,596	$	914,721

The company’s receivables are summarized as follows:

	March 31, 2006			December 31, 2005
Accounts receivable	(rr)	$	29,744,732	(tt)	$	26,254,495
Less: allowance for doubtful accounts	(ww)		1,071,596	(yy)		914,721
				(ddd)
Account receivable balance, net	(ggg)	$	28,673,136	(iii)	$	25,339,774

Note F -          Inventories

          On March 31, 2006 and December 31, 2005, inventories consist of the following:

	March 31, 2006		December 31, 2005
Raw Material	$	222,833	$	747,858
Work in process		398,869		1,057,740
Finished Goods		513,071		706,985
Total Inventory	$	1,134,773	$	2,512,583

8

Note G -          Property, Plant and Equipment

          Property, plant and equipment consisted of the following, on March 31, 2006 and December 31, 2005:

	March 31, 2006			December 31, 2005
Machinery	$	8,967,719		$	8,706,039
Moulds		1,087,434			1,080,291
Office equipment		191,884			185,088
Vehicle		176,450			169,529
Sub-Total		10,423,487			10,140,947
Less: Accumulated depreciation		(3,287,358	)		(3,024,281	)
PPE, Net	$	7,136,129		$	7,116,666

Depreciation expense charged to operations was $263,077 and $190,225 for the first quarter ended March 31, 2006 and 2005, respectively.

Note H -          Intangible Assets

Gross intangible assets were $44,590, less accumulated amortization of $13,790 for net intangible assets of $30,800 as of March 31, 2006.  Gross intangible assets were $44,297, less accumulated amortization of $11,873 for net intangible assets of $32,424 as of December 31, 2005. Amortization expenses were $1,916 and $1,780 for the first quarter ended March 31, 2006 and 2005 respectively.

Future estimated amortization expense is as follows:

2006	2007		2008		2009		2010		Thereafter
$     5,076	$	3,617	$	3,617	$	3,617	$	3,617	$	12,880

Note I -          Prepayment

          Prepayment consisted of the following as of March 31, 2006 and December 31, 2005:

	March 31, 2006		December 31, 2005
Raw material suppliers	$	1,168,456	$	1,584,193
Equipment purchase		153,222		217,637
Total prepayment	$	1,321,678	$	1,801,830

9

Note J -          Accrued Expenses

          Accrued expenses consisted of the following as of March 31, 2006 and December 3, 2005:

	March 31, 2006		December 31, 2005
Accrued payroll	$	287,501	$	297,928
Other accrued expenses		230,358		185,054
Total accrued expenses	$	517,859	$	482,982

Note K -          Bank Borrowings

          Bank borrowings represent the following as of March 31, 2006 and December 31, 2005:

	March 31, 2006		December 31, 2005
Secured	$	14,511,114	$	16,026,717
Less: Current portion		14,511,114		16,026,717
Non-current portion	$	—	$	—

These loans were from two banks, Bank of China and CITIC Bank, to finance general working capital as well as new equipment acquisition. Corporate or personal guarantees are provided for those bank loans as follows:

$8.69M	Guaranteed by Ruili Group Co., Ltd., a related party;
$2.45M	Guaranteed by Ruili Group Co., Ltd., a related party, and Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both principal shareholders;
$3.37M	Guaranteed by Shenghuabo Group Co., Ltd., a non-related party.

The Company does not provide any sort of guarantee to any other parties. Interest rates for the loans ranged between 4.964% and 6.003% per annum.

10

Note L -          Income Taxes

The Joint Venture is registered in the PRC, and is therefore subject to state and local income taxes within the PRC at the applicable tax rate on the taxable income as reported in the PRC statutory financial statements in accordance with relevant income tax laws.  According to applicable tax laws regarding Sino-Foreign Joint Venture Manufacturers, the Joint Venture is exempted from income taxes in the PRC for the fiscal years ended December 31, 2005 and 2004.  Thereafter, the Joint Venture is entitled to a tax concession of 50% of the statutory income tax rate of 26.4%, for the following three years ended December 31, 2006, 2007, and 2008.

The reconciliation of the effective income tax rate of the Joint Venture to the statutory income tax rate in the PRC for the first quarter ended March 31, 2006 is as follows:

Statutory tax rate	26.4	%
Tax holidays and concessions	-13.2	%
Effective tax rate	13.2	%

No provision for deferred tax liabilities has been made, since the Joint Venture had no material temporary differences between the tax bases of assets and liabilities and their carrying amounts.

Note M -          Leases

The Company has a lease agreement with Ruili Group Co., Ltd., a related party, for the rental of a manufacturing plant.  The lease is for a ten year term ending in February 2014.  Rent expense for the first quarter ended March 31, 2006 and 2005, was $109,752 and $109,752 respectively.

Future minimum rental payments for the years ended December 31 are as follows:

2006		2007		2008		2009		2010		Thereafter
$     439,540	$	439,540	$	439,540	$	439,540	$	439,540	$	1,321,620

Note N -          Advertising Costs

Advertising costs are expensed as incurred and are classified as selling expenses.  Advertising costs were $3,819 and $4,275 for the first quarter ended March 31, 2006 and 2005, respectively.

Note O -          Research and Development Expenses

Research and development costs are expensed as incurred and were $63,196 and $24,788 for the first quarter ended March 31, 2006 and 2005, respectively.

11

Note P -          Warranty Claims

Warranty claims were $228,335 and $101,533 for the first quarter ended March 31, 2006 and 2005, respectively. The movement of accrued warranty expenses or the first quarter ended March 31, 2006 is as follows:

Beginning balance at January 01, 2006	$	179,932
Accrued during the first quarter of 2006:	$	176,005
Less: Actual Paid during the first quarter of 2006:	$	127,602
Ending balance at March 31, 2006:	$	228,335

Note Q -          Stock Compensation Plan

The Company’s 2005 Stock Compensation Plan (the Plan) permits the grant of share options and shares to its employees for up to 1,700,000,000 shares of common stock. The Company believes that such awards better align the interests of its employees with those of its shareholders. Option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant.

Pursuant to the Plan, the Company issued 60,000 options with an exercise price of $4.79 per share on March 1, 2006. In accordance with the vesting provisions of the grants, the options will become vested and exercisable under the following schedules.

Number of Shares	% of Shares Issued	Initial Vesting Date
60,000	100%	March 1, 2009

The Company accounts for stock-based compensation in accordance with SFAS No. 123 Revised, “Share-Based Payment.” The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model that uses the assumptions noted in the following table.

12

Dividend Yield		0.00	%
Expected Volatility		96.54	%
Risk-Free Interest Rate		4.59	%
Contractual Term		3 years
Stock Price at Date of Grant	$	4.79
Exercise Price	$	4.79

Total deferred stock-based compensation expenses related to 60,000 stock options granted within the first quarter ended March 31, 2006 amounted to $178,904.  This amount is amortized over three years in a manner consistent with Financial Accounting Standards Board Interpretation No. 123 (R).  The amortization of deferred stock-based compensation for these equity arrangements was $4,970 for the three months ended March 31, 2006. As of March 31, 2006, there was $173,934 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the plan. The cost is expected to be recognized over a period of 2.9 years.

A summary of option activity under the Plan as of March 31, 2006 and changes during the three months then ended is as follows:

	Options		Weighted Average Exercise price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
January 1, 2006		—	$	—		—	$	—
Granted		60,000		4.79		3 Years		—
Exercised		—		—		—		—
Forfeited		—		—		—		—
Outstanding at March 31, 2006		60,000	$	4.79		2.9 Years	$	36,600
Exercisable at March 31, 2006		—		—		—		—

Note R -          Commitments and Contingencies

During the first quarter ended March 31, 2006, the Company has contracted with WenZhou Great Wall Structural Foundation Engineering Company, ZheJiang BaoDing Structural Steelwork Engineering Co., Ltd .and ShangHai YueHai Architectural Design Co., Ltd for the construction of a temporary plant, amounting to $180,052.  During the first quarter ended March 31, 2006, the Company had paid $88,276, and has an obligation with the remaining $91,776 scheduled the date of completion.

Note S -          Subsequent Event

On April 18, 2006, the company was approved to list its common shares on the NASDAQ Capital Market and commence trading its shares on NASDAQ under the symbol NASDAQ: SORL.

13

Note T -          Restatement

          The accompanying financial statements for the quarters ended March 31, 2006 and 2005 have been restated to present changes in cash flows from notes receivable arising from trade customers as a component of operating cash flows rather than investing cash flows as previously reported.  The restatement affected the statements of cash flows only for the three months ended March 31, 2006 and 2005, respectively.  The restatement had no impact on income from continuing operations, net income, earnings per share (basic or diluted) or stockholders’ equity.

Part II   OTHER INFORMATION

Item 6. Exhibits.

(a) Exhibits:

3.1	Articles of Incorporation (1)
3.2	Bylaws (1)
10.1	Share Exchange Agreement and Plan of Reorganization (2)
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.  (3)
31.2	Certification of Principal Accounting Officer pursuant to Rule 13a-14 and Rule 15d-14(a) promulgated under the Securities and Exchange Act of 1934, as amended.  (3)
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  (3)
32.2	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  (3)

(1)	Incorporated herein by reference from the Registrant’s Form 10-QSB filed with the Securities and Exchange Commission, File No. 000-11991 on May 28, 2003.
(2)	Incorporated herein by reference from the Registrant’s Form 8-K Current Report and amendment thereto as filed with the Securities and Exchange Commission, on May 24, 2004.
(3)	Filed herewith.

14

SIGNATURES

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

Dated:	August 15, 2006	SORL AUTO PARTS, INC.
		By:	/s/ Xiao Ping Zhang
		Name:	Xiao Ping Zhang
		Title:	Chief Executive Officer

15

EX-31.1

EXHIBIT 31.1

Certification of Chief Executive Officer
pursuant to Section 302
of the Sarbanes-Oxley Act of 2002

I, Xiao Ping Zhang, certify that:

          (1)          I have reviewed this Amendment #2 to Form 10-Q of SORL AUTO PARTS, INC.;

          (2)          Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

          (3)          Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

          (4)          The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

          (a)          Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

          (b)          Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

          (c)          Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

          (d)          Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

          (5)          The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

          (a)          All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

          (b)          Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date:  August 15, 2006	/s/ Xiao Ping Zhang
	Xiao Ping Zhang
	Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification of Principal Accounting Officer
pursuant to Section 302
of the Sarbanes-Oxley Act of 2002

I, Zong Yun Zhou, certify that:

          1.          I have reviewed this Amendment #2 to Form 10-Q of SORL AUTO PARTS, INC.;

          2.          Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

          3.          Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

          4.          The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

          (a)          Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

          (b)          Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

          (c)          Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

          (d)          Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

          5.          The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

          (a)          All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

          (b)          Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date:  August 15, 2006	/s/ Zong Yun Zhou
	Zong Yun Zhou
	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

          I, Xiao Ping Zhang, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that this Amendment to Quarterly Report of SORL AUTO PARTS, INC. on Form 10Q/A for the fiscal quarter ended March 31, 2006 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of SORL AUTO PARTS, INC.

Date:  August 15, 2006	/s/ Xiao Ping Zhang
	Xiao Ping Zhang
	Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF THE PRINCIPAL ACCOUNTING OFFICER

PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

          I, Zong Yun Zhou, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Amendment to Quarterly Report of SORL AUTO PARTS, INC. on Form 10Q/A for the fiscal quarter ended March 31, 2006 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of SORL AUTO PARTS, INC.

Date:  August 15, 2006	/s/ Zong Yun Zhou
	Zong Yun Zhou
	Chief Financial Officer