10-Q

U. S. Securities and Exchange Commission

Washington, D. C. 20549

FORM 10-Q

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

              For the quarterly period ended June 30, 2011

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File No. 1-33726

ADVANCED BATTERY TECHNOLOGIES, INC.

(Name of Registrant in its Charter)

Delaware	22-2497491
(State or Other Jurisdiction of	(I.R.S. Employer I.D. No.)
incorporation or organization)

15 West 39th Street, Suite 14A, New York, NY 10018

(Address of Principal Executive Offices)

Issuer's Telephone Number: 212-391-2752

Indicate  by check mark  whether the  Registrant  (1) has filed all reports required to be filed by Sections 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 subjected 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 Web site, 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. (Check One)

Large accelerated filer____       Accelerated filer X____        Non-accelerated filer____         Smaller reporting company____

_

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)  Yes____  No    X   

APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date:

August 15, 2011

Common Voting Stock: 76,135,453

ADVANCED BATTERY TECHNOLOGIES, INC.

QUARTERLY REPORT ON FORM 10Q

FOR THE FISCAL QUARTER ENDED JUNE 30, 2011

TABLE OF CONTENTS

		Page No
Part I	Financial Information
Item 1.	Financial Statements (unaudited):
	Condensed Consolidated Balance Sheet (unaudited) – June 30, 2011 and December 31, 2010	2
	Condensed Consolidated Statements of Income and Other Comprehensive Income (Unaudited) - for the Three and Six Months Ended June 30, 2011 and 2010	3
	Condensed Consolidated Statements of Cash Flows (Unaudited) – for the Six Months Ended June 30, 2011 and 2010	4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	5
Item 2.
	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3	Quantitative and Qualitative Disclosures about Market Risk	46
Item 4.	Controls and Procedures	46
Part II	Other Information
Item 1.	Legal Proceedings	47
Items 1A.	Risk Factors	48
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48
Item 3.	Defaults upon Senior Securities	48
Item 4.	Reserved	48
Item 5.	Other Information	48
Item 6.	Exhibits	48

ADVANCED BATTERY TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2011			2010
	(Unaudited)
ASSETS
Current Assets:
Cash	$	74,044,694		$	111,128,070
Accounts receivable, net of allowance for doubtful accounts of $68,938 and $67,392 as of June 30, 2011 and December 31, 2010, respectively		19,509,545			16,084,366
Inventories, net of allowance for obsolescence of nil as of June 30, 2011 and December 31, 2010		8,076,814			5,224,553
Loan receivable and other receivables		1,991,156			1,872,888
Advance to suppliers, net		7,555,536			4,015,313
Deferred tax asset		457,568			447,305
Total Current Assets		111,635,313			138,772,495
Property, plant and equipment, net		107,508,191			57,452,244
Other assets:
Investment - equity in affiliate		763,973			776,860
Deposit for investment		-			11,721,468
Deposit for property, plant and equipment		10,040,744			2,307,350
Intangible assets, net - other		13,819,788			13,957,505
Goodwill		5,805,499			2,566,337
Other assets		85,961			44,211
Total other assets		30,515,965			31,373,731
TOTAL ASSETS	$	249,659,469		$	227,598,470
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	3,175,085		$	1,282,410
Accrued expenses, other payables and advances from customers		1,934,301			451,294
Income tax payable		3,027,817			5,887,027
Total Current Liabilities		8,137,203			7,620,731
Long term liabilities:
Deferred tax liability		3,025,847			3,025,847
Warrant liability		540,419			11,749,803
Total Liabilities		11,703,469			22,396,381
Commitments and contingencies
Stockholders' Equity
Preferred stock, $0.001 face value; 5,000,000 shares authorized; 2 shares issued and 2 shares outstanding as of June 30, 2011 and December 31, 2010. Liquidation preference of $2,000 as of June 30, 2011 and December 31, 2010.		-			-
Common stock, $0.001 par value; 150,000,000 shares authorized; 76,635,015 and 76,619,220 shares issued as of June 30, 2011 and December 31, 2010, respectively. 76,440,434 and 76,424,639 shares outstanding as of June 30, 2011 and December 31, 2010, respectively.		76,635			76,619
Additional paid-in capital – stock and stock equivalents		101,089,033			100,198,536
Accumulated other comprehensive income		16,036,180			11,414,192
Statutory reserve		5,558,455			4,855,774
Retained earnings		115,695,187			89,156,458
Less: Cost of treasury stock (194,581 shares as of June 30, 2011 and December 31, 2010)		(499,490	)		(499,490	)
Total Stockholders' Equity		237,956,000			205,202,089
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	249,659,469		$	227,598,470

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

2

ADVANCED BATTERY TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND

 COMPREHENSIVE INCOME

(UNAUDITED)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2011			2010			2011			2010
Revenue	$	31,350,652		$	22,835,358		$	59,992,387		$	42,384,375
Cost of Goods Sold		17,931,598			11,796,140			34,739,768			21,729,456
Gross Profit		13,419,054			11,039,218			25,252,619			20,654,919
Operating Expenses
Research and development expenses		298,257			38,980			444,058			86,420
Selling, general and administrative expenses		2,076,392			1,953,851			3,961,029			4,522,360
Operating income		11,044,407			9,046,387			20,847,534			16,046,139
Other Income (Expenses)
Interest income		112,173			80,138			219,392			187,336
Interest (expense)		-			(133	)		-			(39,793	)
Other income		24,823			-			20,378			-
Foreign currency transaction (loss)		(90,677	)		-			(90,677	)		-
Change in fair value of warrants		2,189,565			4,191,406			11,209,384			5,397,280
Total other income		2,235,884			4,271,411			11,358,477			5,544,823
Equity gain (loss) from unconsolidated entity		(923	)		3,315			(12,887	)		1,876
Income before Income Taxes		13,279,368			13,321,113			32,193,124			21,592,838
Provision for Income Taxes
Income tax expense		3,007,163			810,875			4,951,713			1,558,027
Net Income	$	10,272,205		$	12,510,238		$	27,241,411		$	20,034,811
Other Comprehensive Income
Foreign currency translation adjustment		3,452,741			811,204			4,621,987			1,230,789
Comprehensive Income	$	13,724,946		$	13,321,442		$	31,863,398		$	21,265,600
Earnings per share
Basic	$	0.13		$	0.20		$	0.36		$	0.33
Diluted	$	0.12		$	0.18		$	0.33		$	0.29
Weighted average number of common shares outstanding
Basic		76,444,372			61,549,661			76,430,526			61,544,259
Diluted		82,613,233			68,661,790			82,599,387			68,656,388

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

3

ADVANCED BATTERY TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Six Months Ended
	June 30,
	2011			2010
Cash Flows from Operating Activities:
Net income	$	27,241,411		$	20,034,811
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		2,386,938			2,210,253
Amortization of deferred consulting expenses		58,188			58,188
Amortization of stock-based compensation expense		832,324			756,573
Equity loss (gain) of unconsolidated entity		12,887			(1,876	)
Provision for doubtful accounts and inventory valuation allowance		-			636,260
Gain on disposal of fixed asset		-			(146	)
Change in fair value of warrants		(11,209,384	)		(5,397,280	)
Changes in operating assets and liabilities:
Accounts receivable, net		354,235			62,213
Inventories, net		(828,187	)		(2,518,300	)
Other receivables and other assets		(157,958	)		3,291,081
Advance to suppliers		(3,316,058	)		-
Accounts payable		(417,748	)		1,150,261
Accrued expenses, other payables and advances from customers		827,939			(734,579	)
Income tax payable		(2,922,645	)		159,777
Net Cash Provided By Operating Activities		12,861,942			19,707,236
Cash Flows from Investing Activities:
Deposit for property, plant and equipment		(7,590,730	)		(1,419,217	)
Purchase of property, plant and equipment		(40,436,963	)		(6,102,708	)
Proceeds from disposal of property, plant and equipment		-			5,127
Cash acquired from business combination		52,831			-
Acquisition of subsidiary		(3,631,554	)		-
Acquisition of intangible assets		(48,605	)		-
Net Cash (Used in) Investing Activities		(51,655,020	)		(7,516,798	)
Cash Flows from Financing Activities:
Repayment of bank loan		-			(2,929,930	)
Net Cash Provided By (Used In) Financing Activities		-			(2,929,930	)
Effect of Exchange Rate Changes on Cash		1,709,702			232,424
Increase in cash		(37,083,376	)		9,492,932
Cash - Beginning of period		111,128,070			52,923,358
Cash - End of period	$	74,044,694		$	62,416,290
SUPPLEMENTAL CASH FLOW INFORMATION:
During the year, cash was paid for the following:
Interest expense	$	-			47,324
Income taxes	$	7,442,745			2,409,719

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

4

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

1. ORGANIZATION AND BASIS OF PRESENTATION

Advanced Battery Technologies, Inc. ("ABAT" or the "Company") was incorporated in the State of Delaware on January 16, 1984.

On May 6, 2004, the Company completed a share exchange (the "Exchange") with the shareholders of Cashtech Investment Limited (“Cashtech”), a British Virgin Islands Corporation, who, at the time, owned 70% interest of Harbin Zhong Qiang Power-Tech Co., Ltd. (“Harbin ZQPT”), a limited liability company established in the People’s Republic of China (the “PRC”). As result of this share exchange transaction, there was change of control in the Company as the shareholders of Cashtech became the majority shareholders of the Company.  The transaction had been accounted for as a reverse acquisition under the purchase method of accounting. Accordingly, Cashtech was treated as the continuing entity for accounting purposes.

On January 6, 2006, the minority shareholders of Harbin ZQPT transferred the remaining 30% of their interests in Harbin ZQPT to Cashtech in exchange for 11,780,594 shares of the Company’s Common Stock. As result of this transfer, Cashtech now owns 100% of the capital stock of Harbin ZQPT.

On May 4, 2009, the Company acquired 100% interest of Wuxi Angell Autocycle Co., Ltd. (“Wuxi ZQ”).

On January 6, 2011, the Company, through its wholly own subsidiary, Harbin ZQPT, acquired all of the assets of Shenzhen Zhongqiang New Energy Science & Technology Co. Ltd. (“Shenzhen ZQ”).

On August 20, 2002, Heilongjiang Zhongqiang Power-Tech Co., Ltd (“HLJ ZQPT”), was incorporated under the laws of the PRC.  HLJ ZQPT is owned by our Chairman, Mr. Fu, and other individuals but controlled by Harbin ZQPT through a series of contractual arrangements that transferred all of the benefits and all of the responsibilities for the operations of HLJ ZQPT to Harbin ZQPT. During 2009 HLJ ZQPT also transferred to Harbin ZQPT all of its rights in the real property on which HLJ carries on its operations.  The Company is in the process of transferring all of the other assets of HLJ ZQPT to Harbin ZQPT, but has not yet obtained all of the necessary government approvals.  Harbin ZQPT accounts for HLJ ZQPT as a Variable Interest Entity (“VIE”) under ASC 810 “Consolidation.” Accordingly, Harbin ZQPT consolidates HLJ ZQPT’s results, assets and liabilities.

The Company is engaged in design, manufacture and distribution of rechargeable polymer lithium-ion batteries and electric vehicles through its wholly owned subsidiaries, Cashtech, Harbin ZQPT, Wuxi ZQ and the VIE, HLJ ZQPT. The Company’s main operations are located in the PRC.

The accompanying unaudited condensed consolidated financial statements of the Company and its subsidiaries at June 30, 2011 and for the three and six months ended June 30, 2011 and 2010 reflect all adjustments (consisting only of normal recurring adjustments) that, in the opinion of management, are necessary to present fairly the consolidated financial position and results of operations of the Company for the periods presented. Operating results for the three and six months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. The Company follows the same accounting policies in the preparation of interim reports.

5

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

2. SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Cashtech Inc., Harbin ZQPT, Wuxi ZQ, Shenzhen ZQ and the VIE, HLJ ZQPT.  All significant inter-company balances and transactions have been eliminated in consolidation.

Use of estimates

In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Significant estimates required to be made by management include, but are not limited to, useful lives of property, plant and equipment, intangible assets, the recoverability of long-lived assets and the valuation of accounts receivable and inventories. Actual results could differ from those estimates.

Variable Interest Entity

The accounts of Heilongjiang ZQPT have been consolidated with the accounts of the Company because Heilongjiang ZQPT is a variable interest entity with respect to Harbin ZQPT, which is a wholly-owned subsidiary of the Company.  Harbin ZQPT is party to five agreements dated September 8, 2004 with the owners of the registered equity of Heilongjiang ZQPT and with Heilongjiang ZQPT.  In summary, the five agreements contain the following terms:

· Consulting Services Agreement and Operating Agreement. These two agreements provide that Harbin ZQPT will be fully responsible for the management of Heilongjiang ZQPT, both financial and operational. Harbin ZQPT has assumed responsibility for the debts incurred by Heilongjiang ZQPT and for any shortfall in its registered capital. In exchange for these services and undertakings, Heilongjiang ZQPT pays a fee to Harbin ZQPT equal to the net profits of Heilongjiang ZQPT. In addition, Heilongjiang ZQPT pledges all of its assets, including accounts receivable, to Harbin ZQPT. Meanwhile, Heilongjiang ZQPT's shareholders pledged the equity interests of Heilongjiang ZQPT to Harbin ZQPT to secure the payment of the Fee.

· Proxy Agreement. In this agreement, the shareholders of Heilongjiang ZQPT granted an irrevocable proxy to the person designated by Harbin ZQPT to exercise the voting rights and other rights of shareholder.

· Option Agreement. In this agreement, the shareholders of Heilongjiang ZQPT granted to Harbin ZQPT the right to purchase all of their equity interest in the registered capital of Heilongjiang ZQPT or the assets of Heilongjiang ZQPT. The option may be exercised whenever the transfer is permitted under the laws of the PRC. The purchase price shall be equal to the original paid-in price of the Purchased Equity Interest by the Transferor, unless the applicable PRC laws and regulations require appraisal of the equity interests or stipulate other restrictions on the purchase price of equity interests. The agreement also contains covenants designed to prevent any material change occurring in the legal or financial condition of Heilongjiang ZQPT without the consent of Harbin ZQPT.

6

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

· Equity Pledge Agreement. In this agreement, Heilongjiang ZQPT shareholders agree to pledge all the equity interest in Heilongjiang ZQPT to Harbin ZQPT as security for the performance of the obligation under the Consulting Services Agreement and the payment of Consulting Services Fees under each agreement.

Harbin ZQPT may terminate the agreements at will.  Heilongjiang ZQPT may only terminate the agreements if (a) there is an unremedied breach by Harbin ZQPT, (b) the operations of Harbin ZQPT are terminated, (c) Heilongjiang ZQPT loses its business license, or (d) circumstances arise that materially and adversely affect the performance or objectives of the Agreement.  The Consulting Services Agreement, under which all revenues are assigned from Heilongjiang ZQPT to Harbin ZQPT, and the Equity Pledge Agreement have no expiration date.  The other three agreements terminate on September 4, 2014 unless extended by the parties.

In sum, the agreements transfer to Harbin ZQPT all of the benefits and all of the risk arising from the operations of Heilongjiang ZQPT, as well as complete managerial authority over the operations of Heilongjiang ZQPT.   Harbin ZQPT is the guarantor of all of the obligations of Heilongjiang ZQPT.  Since 2004 all of the funds used by Heilongjiang ZQPT to expand and operate its business have been provided by Harbin ZQPT.  By reason of the relationship described in these agreements, Heilongjiang ZQPT is a variable interest entity with respect to Harbin ZQPT because the following characteristics identified in ASC 810-10-15-14 are present:

- The holders of the equity investment in Heilongjiang ZQPT lack the direct or indirect ability to make decisions about the entity’s activities that have a significant effect on the success of Heilongjiang ZQPT, having assigned their voting rights and all managerial authority to Harbin ZQPT.  (ASC 810-10-15-14(b)(1)).

- The holders of the equity investment in Heilongjiang ZQPT lack the obligation to absorb the expected losses of Heilongjiang ZQPT, having assigned to Harbin ZQPT all revenue and responsibility for all payables.  (ASC 810-10-15-14(b)(2).

- The holders of the equity investment in Heilongjiang ZQPT lack the right to receive the expected residual returns of Heilongjiang ZQPT, having granted to Harbin ZQPT all revenue as well as an option to purchase the equity interests at a fixed price.  (ASC 810-10-15-14(b)(3)).

Because the relationship between Heilongjiang ZQPT and Harbin ZQPT is entirely contractual, the Company’s interest in Heilongjiang ZQPT depends on the enforceability of those agreements under the laws of the PRC.  We are not aware of any judicial decision as to the enforceability of similar agreements under PRC law.  However, as the owners of the registered equity of Heilongjiang ZQPT are our Chairman, his spouse, and three close associates, we do not believe that there is a significant risk that Heilongjiang ZQPT will seek to terminate the relationship or otherwise breach the agreements.  Accordingly, we believe that consolidation of the financial statements of Heilongjiang ZQPT with those of the Company is appropriate.

The carrying amount and classification of Heilongjiang ZQPT’s assets and liabilities included in the Consolidated Balance Sheets are as follows:

7

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

	June 30, 2011		December 31, 2010
	(unaudited)
Total current assets*	$	86,958,498	$	83,649,753
Total assets*		131,895,059		133,306,312
Total current liabilities**		17,428,554		32,396,351
Total liabilities**		17,428,554		32,396,351
______________ * Including intercompany accounts of $40,008,156 and $7,314,032 as at June 30, 2011 and December 31, 2010 that are eliminated in consolidation. ** Including intercompany accounts of $14,294,011 and $30,788,579 as at June 30, 2011 and December 31, 2010 that are eliminated in consolidation.

  The following table summarizes the effects of consolidating Heilongjiang ZQPT with Advanced Battery Technologies and its subsidiaries:

	Advanced Battery  Technologies and Subsidiaries			Heilongjiang ZQPT			Intercompany Eliminations			Consolidated
Balance Sheet
Current Assets	$	64,684,971		$	86,958,498		$	(40,008,156	)	$	111,635,313
Property, Plant & Equipment		66,732,249			40,775,942			-			107,508,191
Total Assets	$	117,764,410			131,895,059			-			249,659,469
Current Liabilities		5,002,660			17,428,554			(14,294,011	)		8,137,203
Long-Term Liabilities		3,566,266			-			-			3,566,266
Stockholders’ Equity		123,489,495			114,466,505			-			237,956,000
Statements of Operations - Six Months Ended June 30, 2011
Revenue		35,545,113			31,229,743			(6,782,469	)		59,992,387
Gross Profit		10,573,567			14,691,967			(12,915	)		25,252,619
Operating Income		7,140,343			13,720,106			(12,915	)		20,847,534
Net Income		16,015,332			11,238,994			(12,915	)		27,241,411
Statements of Cash Flows - Six Months Ended June 30, 2011
Net Cash (Used In) Provided By Operating Activities		(7,724,941	)		20,586,883			-			12,861,942
Net Cash (Used In) Investing Activities		(47,177,008	)		(4,478,013	)		-			(51,655,020	)
Net Cash (Used In) Provided By Financing Activities		-			(37,296,042	)		37,296,042			-

8

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

The Company is pursuing governmental approval of the transfer of all of the assets of Heilongjiang ZQPT to Harbin ZQPT.  To date, all of the real property interests have been transferred.  Management believes that transfer of all of the assets will be completed in 2012, at which time the VIE relationship will be terminated.

Fair value of financial instruments

The Company adopted the provisions of Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures.” ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. 

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the balance sheets for cash, accounts receivable, loan receivables, other receivables, advance to suppliers, short-term loan, accounts payable, advance from customers, accrued expenses, other payables and deposits for property, plant and equipment, approximate their fair market value due to the short-term nature of these instruments. The Company uses Level 3 method to measure fair value of its warrant liability.  See Note 11 for disclosure of the inputs and valuation techniques used to measure the fair value of the warrant liability.  During the three and six months ended June 30, 2011 and 2010, the Company’s warrant liability accounts changed as follows:

	Three months ended June 30,						Six months ended June 30,
	2011			2010			2011			2010
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Beginning balance	$	2,729,984		$	16,015,461		$	11,749,803		$	17,221,335
Issuance of warrants		-			-			-			-
Exercise of warrants		-			-			-			-
Change in fair value of warrants included in earnings *		(2,189,565	)		(4,191,406	)		(11,209,384	)		(5,397,280	)
Ending balance	$	540,419		$	11,824,055		$	540,419		$	11,824,055

9

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

_______________

*   Reported on Consolidated Statements of Income and Other Comprehensive Income:  Other Income (Expenses):  Change in Fair Value of Warrants.

The Company did not identify any other assets or liabilities that are required to be re-measured at fair value at a recurring basis in accordance with ASC 820.

Goodwill

Goodwill and other intangible assets are accounted for in accordance with the provisions of ASC 350, “Intangibles - Goodwill and Other.” Under ASC 350, goodwill and intangible assets that are deemed to have indefinite useful lives are not amortized. Rather, they are assessed for impairment. We perform impairment testing on the intangible assets whenever events or changes indicate that the fair value of these intangible might be impacted.  We perform the goodwill impairment assessment on the last day of the each fiscal year.  To test goodwill for impairment, we first assign the recorded goodwill to one of our two reporting units, the battery operations and the electric vehicle operations, by comparing the estimated fair value of the reporting unit as a whole with the fair values of the unit’s identifiable net assets.  We apply the following two-step process to each reporting unit:

- Step 1: We estimate the fair value of the reporting unit (UFV) in the manner described above and compare it with the unit’s book value (UBV), which equals the recorded amounts of assets and allocated goodwill less liabilities. We measure the fair value of the reporting unit by projecting five years of net cash flow from the reporting unit then discounting to present value. When UFV is greater than UBV, there is no impairment, and the test is complete. When UFV is less than UBV, then we go to Step 2.

- Step 2:  We estimate the implied fair value (GFV) of the reporting unit’s goodwill by repeating the process performed at acquisition. This requires subtracting estimated current fair values of the unit’s identifiable net assets from the unit’s estimated fair value (UFV), and comparing the difference with the carrying amount of the goodwill (GBV).  When GFV is greater than GBV, goodwill is not impaired. When GFV is less than GBV, we record an impairment write-off equal to the difference.

Revenue recognition

The Company recognizes revenue in accordance with Staff Accounting Bulletin (“SAB”) 104. Sales revenue is recognized when title and risks have passed, which is generally at the date of shipment and when collectability is reasonably assured.

The Company sells its products to customers who have passed the Company’s credit check. Sales agreements are signed with each customer. The purchase price of products is fixed in the agreement. The Company makes custom products based on sales agreements, so no returns are allowed. The Company provides warranty on the product for one year from the date of shipment only in the event of defects. Historically, the Company has not experienced significant defects, and replacements for defects have been minimal. For the three and six months ended June 30, 2011 and 2010, no sales returns and allowances have been recorded. Should returns increase in the future it would be necessary to adjust estimates, in which case recognition of revenues could be delayed. Payments received before all of the relevant criteria for revenue recognition are recorded as advance from customers.

10

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Net sales of products represent the invoiced value of goods, net of value added taxes (“VAT”), sales returns, trade discounts and allowances. The Company is subject to VAT which is levied on majority of the Company’s products at the rate of 17% on the invoiced value of sales. Output VAT is borne by customers in addition to the invoiced value of sales and input VAT is borne by the Company in addition to the invoiced value of purchases to the extent not refunded for export sales. Input VAT paid is recoverable from output VAT charged to customers.

Research and development costs

Research and development costs are expensed as incurred. The salaries of engineers and technical staff in our research and development division are included in research and development expense. The Company had $298,257 and $38,980 for the three months ended June 30, 2011 and 2010, and $444,058 and $86,420 for the six months ended June 30, 2011 and 2010, respectively.

Comprehensive income

Comprehensive income is defined to include changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. Comprehensive income includes net income and the foreign currency translation gain, net of tax. 

 Statutory Reserves

Under PRC law our Chinese subsidiaries are required to provide for a statutory general reserve, and are permitted to provide for an enterprise expansion fund and a staff welfare and bonus fund.  Each subsidiary is required to allocate at least 10% of its after tax profits as determined under PRC GAAP to the general reserve, but have the right to discontinue allocations to the general reserve when the balance of the general reserve has reached 50% of the subsidiary’s registered capital.  Appropriations to the enterprise expansion fund and the staff welfare and bonus fund are at the discretion of the board of directors of the subsidiary.

The aggregate balance of our subsidiaries’ general reserve funds at June 30, 2011 and December 31, 2010 was $5,558,455 and $4,855,774, respectively.  HLJ ZQPT did not contribute to this fund in the current period, since it has allocated the maximum required.  None of the subsidiaries has contributed to the enterprise expansion fund or to the staff welfare and bonus fund.  The balance of the general reserve fund cannot be distributed to the parent corporation except upon liquidation of the subsidiary, and will not be available for payment of dividends to the Company’s shareholders.

11

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Foreign currency translation and transactions

The functional currency of Harbin ZQPT, HLJ ZQPT and Wuxi ZQ is the Chinese Renminbi (“RMB”). For financial reporting purposes, RMB has been translated into United States dollars ("USD") as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Income statement accounts are translated at the average rate of exchange prevailing for the period. Capital accounts are translated at their historical exchange rates when the capital transaction occurred. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders' equity as "Accumulated other comprehensive income." Gains and losses resulting from foreign currency translation are included in accumulated other comprehensive income.

Gains and losses resulting from transactions denominated in foreign currencies are included in other income (expense) in the consolidated statements of income.

Recently Adopted Accounting Pronouncements

In July 2010, the FASB issued ASU No. 2010-20, Receivables (Topic 310). This update requires new disclosures and enhances current disclosures about the allowance for credit losses and the credit quality of financing receivables. However, the following receivables are excluded from the scope of this amendment: receivables measured at fair value with changes included in earnings and receivables measured at lower of cost or market and trade receivables with contractual maturities of one year or less that arose from the sale of goods or services. This standard is effective for interim and annual periods ending on or after December 15, 2010. The Company adopted the disclosure requirements effective January 1, 2011.

In December 2010, FASB issued an amendment to the disclosure of supplementary pro forma information for business combinations. The amendments in this ASU specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. We adopted this guidance on January 1, 2011 and have disclosed our acquisition of Shenzhen ZQ accordingly

In January 2010, FASB issued an amendment regarding improving disclosures about fair value measurements. This new guidance requires some new disclosures and clarifies some existing disclosure requirements about fair value measurement. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. There was no impact from the adoption of this guidance to our consolidated balance sheets or statements of income as the amendment only addresses disclosures.

12

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

In April 2010, FASB issued an amendment to Stock Compensation. The amendment clarifies that an employee stock-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity shares trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. Our adoption of this guidance does not have impact on the consolidated financial statements since our stock-based payment awards have an exercise price denominated in the same currency of the market in which our Company shares are traded.

In December 2010, the FASB issued amendments to the guidance on goodwill impairment testing. The amendments modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In making that determination, an entity should consider whether there are any adverse qualitative factors indicating that impairment may exist.  The amendments were effective January 1, 2011 and the Company adopted this guidance on January 1, 2011 which did not have a material impact in the Consolidated Financial Statements.

In January 2010, the FASB issued additional disclosure requirements for fair value measurements which the company included in its interim and annual financial statements in 2010. Certain disclosure requirements relating to fair value measurements using significant unobservable inputs (Level 3) were deferred until January 1, 2011. These new requirements did not have an impact in the consolidated financial results as they relate only to additional disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. The amendments change the wording used to describe the requirements in U.S. GAAP for measuring fair value and for disclosing information about the fair value measurements. The amendments include the following:

1. Those that clarify the Board’s intent about the application of existing fair value measurement and disclosure requirements.

2. Those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements.

The amendments in this Update are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. For nonpublic entities, the amendments are effective for annual periods beginning after December 15, 2011. Early application by public entities is not permitted. Nonpublic entities may apply the amendments in this Update early, but no earlier than for interim periods beginning after December 15, 2011.

13

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

The Company is currently evaluating the impact, if any, of ASU No. 2011-04 on the Company’s financial position and results of operations.

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. Under the amendments, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The presentation option under current GAAP to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity has been eliminated.

The amendments in this Update should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. For nonpublic entities, the amendments are effective for fiscal years ending after December 15, 2012, and interim and annual periods thereafter. Early adoption is permitted because compliance with amendments is already permitted. The Company already complies with this presentation.

 3. ACQUISITION

On January 6, 2011, the Company through its wholly owned subsidiary, Harbin ZQPT, acquired all of the assets of Shenzhen ZQ. In exchange for the assets of Shenzhen ZQ, Harbin ZQPT paid to Shenzhen ZQ 135,000,000 Renminbi (approximately $20.5 million), of which 111,250,000 Renminbi (approximately $16.9 million) are being used to satisfy the liabilities of Shenzhen ZQ.

Shenzhen ZQ manufactures small rechargeable polymer lithium-ion batteries. The acquisition was a strategic move to expand the Company’s product variety and manufacturing capacity.  In addition, Shenzhen is a distribution center for batteries, by having a presence in Shenzhen, it will benefit the Company’s overall strategic development plan.

The purchase method of accounting is used to account for the acquisition by the Company. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The excess of the cost of acquisition over the fair value of the Company’s share of the identifiable net assets and intangible assets acquired is recorded as goodwill.

If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the excess of the value of the net assets acquired over the purchase price is recorded as “other income (expense): gain on bargain purchase” in the Company’s Consolidated Statement of Income.  Acquisition-related costs, such as professional fees and administrative costs are recorded as expenses in the period in which they are incurred and the services rendered.

14

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

3. ACQUISITION (Continued)

The purchase price for the assets of Shenzhen ZQ was allocated to tangible assets acquired and liabilities assumed, and a portion of the purchase price was paid to vendors for equipment that Shenzhen ZQ committed to acquire.  The estimated fair value of the tangible assets acquired and liabilities assumed approximated their historical cost basis.  The excess of the purchase price over net assets and payment to vendors for equipment is recorded in goodwill. The Company also acquired an established customer list and certain technology of Shenzhen ZQ, the Company is in the process of appraising the fair value of these intangible assets and expects to complete the appraisal by the end of third quarter of 2011.  Goodwill will be adjusted upon completion of the fair value appraisal of the acquired intangible assets of Shenzhen ZQ.

The purchase price paid for the assets of Shenzhen ZQ has been preliminarily allocated as follows:

Cash and cash equivalents	$	52,588
Accounts receivable		3,359,157
Inventories		1,863,674
Fixed Assets		9,745,726
Intangible assets		9,487
Accounts payable		(2,129,603	)
Taxes payable		(167,845	)
Other payable and accrued expenses		(10,624,173	)
Long-term payable		(100,783	)
Due to previous shareholder		(1,522,047	)
Net assets acquired		486,181
Purchase price used for payment of liability arising from commitment to pay vendors for equipment purchases		16,932,771
Goodwill upon acquisition		3,128,680
Total purchase price	$	20,547,632

 The following unaudited pro forma financial information presents the consolidated results of the Company for the three and six months ended June 30, 2010 as though the acquisition of the assets of Shenzhen ZQ was completed as at the beginning of three and six months ended June 30, 2010.

	For the three months ended June 30, 2010
	As reported		Pro forma adjustments		Pro forma results
Revenue	$	22,835,358	$	2,792,078	$	25,627,436
Net income	$	12,510,238	$	(829,551)	$	11,680,687
Earnings per share - basic	$	0.20	$	(0.02)	$	0.19
Earnings per share - diluted	$	0.18	$	(0.01)	$	0.17

15

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

3. ACQUISITION (Continued)

	For the six months ended June 30, 2010
	As reported		Pro forma adjustments		Pro forma results
Revenue	$	42,384,375	$	4,103,144	$	46,487,519
Net income	$	20,034,811	$	(540,176)	$	19,494,635
Earnings per share - basic	$	0.33	$	(0.01)	$	0.32
Earnings per share - diluted	$	0.29	$	(0.01)	$	0.28

4. INVENTORIES

	June 30, 2011			December 31, 2010
	(unaudited)
Raw materials	$	2,151,008		$	1,443,188
Work-in-process		1,243,735			965,280
Finished goods		4,732,372			2,865,258
		8,127,115			5,273,726
Less: allowance		(50,301	)		(49,173	)
	$	8,076,814		$	5,224,553

4. INVESTMENT IN AFFILIATE

In the fourth quarter of 2008, the Company entered into an equity investment agreement (“Agreement”) with Beyond E-Tech, Inc (BET) to acquire 49% of the issued and outstanding capital stock of BET for a total consideration of $1,500,000.  BET is a newly-organized company that imports and distributes cell phones in the United States.  Pursuant to the Agreement, during any period of time when the Company is a shareholder of BET, BET shall exclusively market products for resale that use ABAT’s rechargeable polymer lithium-ion batteries.

 The Company has significant influence on BET and therefore accounts for its investment in BET under the equity method. According to the Agreement, the Company has significant influence over the operating and financial policies of BET, including a right of approval of its operating budget, veto power over large capital expenses, and other management controls. Net loss on this investment using the equity method was $923 and $12,887 for the three and six months ended June 30, 2011, respectively.  Net loss on this investment was $437 and $1,876 for the three and six months ended June 30, 2010, respectively. The condensed balance sheet and income statement information of the investment in affiliate is not significant.

The Company uses its best estimate of future cash flows expected to result from the use of this asset in accordance with ASC 480. There was no impairment loss for the three and six months ended June 30, 2011 and the comparative periods in 2010.

16

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

5. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment consisted of the following:

	June 30,, 2011		December 31, 2010
	(unaudited)
Building and improvements	$	37,065,203	$	36,067,404
Machinery and equipment		26,508,789		15,724,614
Motor Vehicles		998,355		919,471
		64,572,347		52,711,489
less: Accumulated Depreciation		(10,632,129)		(8,411,355)	)
Construction in Progress		53,567,972		13,152,109
Total property, plant and equipment, net	$	107,508,191	$	57,452,243

Depreciation expense for the three and six months ended June 30, 2011 was $1,035,742 and $2,019,970, respectively. Depreciation expense for the three and six months ended June 30, 2010 was $844,818 and $1,790,193, respectively. Depreciation expense included in cost of goods sold for the three and six months ended June 30, 2011 was $834,785 and $1,620,233, respectively. Depreciation expense included in cost of goods sold for the three and six months ended June 30, 2010 was $401,440 and $956,929, respectively.

Construction in progress represents direct costs of construction and design fees incurred for the Company’s new plant and equipment. Capitalization of these costs ceases and the construction in progress is transferred to plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is provided until it is completed and ready for its intended use.  No interest has been capitalized in construction in process as of June 30, 2011 as the amount is insignificant.

In 2010 the Company entered into various agreements to purchase equipment and machinery in an effort to expand its production. In addition, in January 2011 the Company purchased a group of factories and the related land use right in Dongguan City for approximately $26 million, all of which except for approximate $2,723,000 was paid at that time. The Company expects to pay the remainder amount by the end of 2011. As of June 30, 2011, the entire purchase price was included in construction in progress because it is in the process of obtaining the title and related legal documents. The Company has not allocated the purchase price between buildings, machinery and the land use right because the fair value analysis necessary to determine the appropriate allocation has not been completed.

6. DEPOSIT FOR INVESTMENT

In January 2011, Harbin ZQPT, a subsidiary of the Company, completed the acquisition of all of the assets of Shenzhen ZQ for a purchase consideration of RMB 135,000,000 (approximately $20 million). The initial deposit of $11,721,468 (equivalent to RMB 77,500,000) as of December 31, 2010 served as a portion of the purchase consideration and has been allocated among the acquired assets in the manner described in Note 3.

17

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

7. INTANGIBLE ASSETS - OTHERS

Intangible assets consist of land use rights, patents and marketing network resources. All land in the People’s Republic of China is government owned and cannot be sold to any individual or company. However, the government grants the user a “land use right” (the Right) to use the land and the power line underneath. The Company leases two pieces of land from the PRC Government for a period from August 2003 to September 2043, on which the office and production facilities of Heilongjiang ZQPT are situated. In addition, the Company also leases two pieces of land from the PRC Government for a period from July 2003 to July 2053 and from September 2002 to June 2057 respectively, on which the office and production facilities of Wuxi ZQ are situated. The Company leases the power lines from the local government for a period from July 2003 to July 2013.

Rights to use land and power and patent rights are stated at fair market value less accumulated amortization. The Company amortizes the patents over a 3-10 year period. The Company evaluates finite-lived intangible assets for impairment, at least on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated future cash flows. Recoverability of intangible assets, other long-lived assets, and goodwill is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors including past operating results, budgets, economic projections, market trends and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss. As of June 30, 2011 and December 31, 2010, no impairment of intangible assets has been recorded.

 Net intangible assets at June 30, 2011 were as follows:

							Amortization
	Initial Book Value		Accumulated Amortization		Net Book Value		Period (Years)
Rights to use land and power	$	13,256,011	$	760,076	$	12,495,935	48.6
Patents		1,191,905		205,478		986,427	9
Marketing network resource		1,000,038		732,566		267,472	3
Software		75,290		5,336		69,954	10
Total	$	15,523,244	$	1,703,456	$	13,819,788

Net intangible assets at December 31, 2010 were as follows:

	Initial Book Value		Accumulated Amortization		Net Book Value		Amortization Period (Years)
Rights to use land and power	$	13,094,085	$	591,703	$	12,502,382	48.6
Patents		1,172,612		172,771		999,841	9
Marketing network resource		1,000,038		558,396		441,642	3
Software		16,097		2,457		13,640	10
Total	$	15,282,832	$	1,325,327	$	13,957,505

18

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

7. INTANGIBLE ASSETS - OTHERS (Continued)

Amortization expense was $185,265 and $366,969 for the three and six months ended June 30, 2011, respectively.  Amortization expense was $196,921 and $ $393,906 for the three and six months ended June 30, 2010, respectively.

8. STOCK-BASED COMPENSATION

(1)           2004 Equity Incentive Plan

The Company adopted the 2004 Equity Incentive Plan (the “2004 Plan”) on August 24, 2004. The purpose of the Plan is to promote the success and enhance the value of the Company by linking the personal interests of the participants of the Plan (the "Participants") to those of the Company's stockholders, and by providing the Participants with an incentive for outstanding performance. The Company has reserved 5,000,000 shares of common stock for the options and awards under the Plan.

Subject to the terms and provisions of the Plan, the Board of Directors, at any time and from time to time, may grant shares of stock to eligible persons in such amounts and upon such terms and conditions as the Board of Directors shall determine.

The Committee appointed by the Board of Directors to administer the Plan shall have the authority to determine all matters relating to the options to be granted under the Plan including selection of the individuals to be granted awards or stock options, the number of stock, the date, the termination of the stock options or awards, the stock option term, vesting schedules and all other terms and conditions thereof.

The Company has issued all 5,000,000 shares provided in the Plan in the form of grants of restricted common stock.  As of June 30, 2011, 3,440,000 of those shares had vested and no shares have been cancelled.  A summary of the status of the Company’s unearned stock compensation under the 2004 Equity Incentive Plan as of June 30, 2011, and changes for the six months ended June 30, 2011, is presented below:

Unearned stock compensation as of December 31, 2010	$	1,572,174
Unearned stock compensation granted		-
Compensation expenses recorded on the statement of income with a credit to additional paid-in capital		(132,880	)
Unearned stock compensation as of June 30, 2011 - unaudited	$	1,439,294

19

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

 8. STOCK-BASED COMPENSATION (Continued)

The following table shows the amortization of the unearned stock compensation relating to the 2004 Plan:

For the year ending December 31,	Amortization
Remainder of 2011	$	132,240
2012		264,480
2013		264,480
2014		264,480
2015		146,413
Thereafter		367,201
	$	1,439,294

As of June 30, 2011, the weighted average period that the unearned compensation cost is expected to be recognized in earnings for the 2004 Plan is 7.5 years.

In addition, the compensation cost recorded to additional paid-in capital in relation to shares issued to non-employee consultants under the 2004 Plan in prior years and current period was $469,274. The Company’s contracts with these consultants have terms ranging from 60 months to 120 months.  All shares granted were fully vested and nonforfeitable at the date on which the Company entered into the consulting contract with each non-employee.  However, following ASC 505-50-30-11 and 505-50-30-12, the Company has determined that the disincentives for nonperformance are not sufficiently large to establish a performance commitment, and that, accordingly, the measurement date for the shares is the date on which performance is complete, which is the date of grant.  The Company has continued to account for the shares as a prepaid expense, amortized over the terms of the contracts.  The compensation expense relating to shares issued to non-employee consultants for the three and six months ended June 30, 2011 and 2010 was $29,094 and $58,188, respectively.

The following table shows the projected amortization of the unearned stock compensation relating to consulting contracts:

For the Year Ending December 31,	Amortization
Remainder of 2011	$	54,105
2012		66,043
	$	120,148

20

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

8. STOCK-BASED COMPENSATION (Continued)

 (2)  2006 Equity Incentive Plan

The Company adopted the 2006 Equity Incentive Plan (the “2006 Plan”) on April 24, 2006. The 2006 Plan became effective on April 18, 2006.  The number of shares available for grant under the 2006 Plan shall not exceed 8,000,000 shares and shares of stock and options may be granted to the eligible persons at the discretion of the Company’s Board of Directors or the Committee administering the plan.  Incentive stock options (“ISO”), nonqualified stock options (“NQSO”), or a combination thereof may be granted but ISOs can only be granted to the Company’s employees.  The Committee can also grant shares of restricted stock or performance shares (a performance share is equivalent in value to a share of stock) to eligible persons from time to time.

The exercise price for each ISO awarded under the 2006 Plan shall be equal to 100% of the fair market value of a share on the date the option is granted and be 110% of the fair market value if the eligible person owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of its parent or subsidiary corporations. The exercise price of a NQSO shall be determined by the Committee in its sole discretion.

No option shall be exercisable later than the tenth anniversary date of its grant and each option shall expire at such time as the Committee determines at the time of grant.  The eligible person who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of its parent or subsidiary corporations shall exercise his/her option before the fifth anniversary date of its grant.

 Options shall vest at such timed and under such terms and conditions as determined by the Committee; provided, however, unless a different vesting period is provided by the Committee at or before the grant of an option, the options will vest on the first anniversary of the grant.

Options granted under the 2006 Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which need not be the same for each grant or for each participant.

The Company has issued 7,265,711 of the shares provided in the Plan in the form of grants of restricted common stock.  As of June 30, 2011, 2,190,475 of those shares had vested and 3,000 shares have been cancelled.  A summary of the status of the Company’s unearned stock compensation under the 2006 Equity Incentive Plan as of June 30, 2011 is presented below:

Unearned stock compensation as of December 31, 2010	$	3,872,571
Unearned stock compensation granted		60,000
Compensation expenses recorded on the statement of income with a credit to additional paid-in capital		(699,444	)
Unearned stock compensation as of June 30, 2011 - unaudited	$	3,233,127

21

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

8. STOCK-BASED COMPENSATION (Continued)

 The following table shows the amortization of the unearned stock compensation relating to the 2006 Plan:

For the year ending December 31,	Amortization
Remainder of 2011	$	324,653
2012		240,863
2013		233,363
2014		233,363
2015		233,363
Thereafter		1,967,522
	$	3,233,127

As of June 30, 2011, the weighted average period that the unearned compensation cost is expected to be recognized in earnings for the 2006 Plan is 11.2 years.

(3)  Recent Stock-Based Compensation Activities

There were 340,000 shares of stock options outstanding as of June 30, 2011 and December 31, 2010. The fair value of stock options was calculated using a Black-Scholes option-pricing model with the following assumptions:

Expected life	5.0 years
Expected volatility	89.13%
Risk free interest rate	2.46%
Dividend yield	0%

The risk-free interest rate is based on the U.S. Treasury zero-coupon rate. Expected volatility is estimated based on the Company’s historical stock price using the expected life of the grant. Due to a lack of employee exercise behavior in the past, the expected life is based upon the maximum exercise period.

22

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

8. STOCK-BASED COMPENSATION (Continued)

The following table summarizes the stock option activities of the Company:  

			Options Outstanding						Options Exercisable
	Outstanding		Weighted  Average  Exercise Price		Weighted Average Remaining  Contractual Life (Years)		Aggregate  Intrinsic  Value		Number exercisable		Weighted  average  exercise  price
Outstanding at December 31, 2010		340,000	$	2.66		3.00	$	404,600.00		340,000	$	2.66
Granted		-		-		-		-		-		-
Exercised		-		-		-		-		-		-
Forfeited/Expired		-		-		-		-		-		-
Outstanding at June 30, 2011 - unaudited		340,000	$	2.66		2.51	$	-		340,000	$	2.66

During the six months ended June 30, 2011 the Company granted a total of 15,795 shares of common stock with an aggregate fair value of $60,000 to two of its independent directors pursuant to their respective Service Agreements for a one year service period. Certificates for the shares were issued in April 2011.Stock based compensation expense totaled $22,500 was recorded during the three and six months ended June 30, 2011.

23

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

9. INCOME TAXES

The following table sets forth the components of the Company’s income before income tax expense and the components of income tax expense.

	For The Three Months Ended June 30,					For The Six Months Ended June 30,
	2011			2010		2011		2010
	(unaudited)			(unaudited)		(unaudited)		(unaudited)
China Pre-tax Income	$	12,236,938		$	11,097,716	$	23,218,108	$	19,306,036
BVI Pre-tax Income (loss)		(6,072	)		39,930		36,712		(29,674	)
Domestic Pre-tax Income		2,993,052			2,183,467		8,938,304		2,316,476
Total Pre-tax Income	$	13,279,368		$	13,321,113	$	32,193,124	$	21,592,838
Current:
China Income Tax Expense	$	3,007,163		$	810,875	$	4,951,713	$	1,558,027
Domestic Income Tax Expense		-			-		-		-
Total Current Income Tax Expense	$	3,007,163		$	810,875	$	4,951,713	$	1,558,027
Deferred:
China Income Tax Expense	$	-		$	-	$	-	$	-
Domestic Income Tax Expense		-			-		-		-
Total Deferred Income Tax Expense	$	-		$	-	$	-	$	-

Under the Income Tax Laws of the PRC, the Company is generally subject to tax at a statutory rate of 25% on its taxable income. However, HLJ ZQPT is located in a specially designated technology zone which allows foreign-invested enterprises a five-year income tax holiday. HLJ ZQPT enjoyed a two-year tax exemption through December 31, 2007 and an additional 50% income tax reduction from January 1, 2008 to December 31, 2010.

On March 16, 2007, National People’s Congress passed a new corporate income tax law, which was effective on January 1, 2008. This new corporate income tax unified the corporate income tax rate to 25%, and included cost deductions and tax incentive policies for both domestic and foreign-invested enterprises in China. According to the new corporate income tax law, the applicable corporate income tax rate of the HLJ ZQPT decreased to 12.5% from 2008 to 2010. HLJ ZQPT became subject to the full statutory tax rate of 25% on January 1, 2011.

24

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

9. INCOME TAXES (Continued)

A reconciliation of tax at United States federal statutory rate to provision for income tax recorded in the financial statements is as follows:

	For The Three Months Ended June 30,				For The Six Months EndedJune 30,
	2011	2010			2011	2010
	(unaudited)	(unaudited)			(unaudited)	(unaudited)
U.S. statutory income tax rate	35.0%		35.0	%	35.0%		35.0	%
Foreign income not recognized in the U.S.	-35.0%		-35.0	%	-35.0%		-35.0	%
China Statutory income tax rates	25.0%		25.0	%	25.0%		25.0	%
China income tax exemption	0.0%		-12.5	%	0.0%		-12.5	%
Parent companies' income not subject to China tax	-2.4%		-6.4	%	-7.3%		-5.3	%
Tax refund	0.0%		0.0	%	-2.7%		0.0	%
Other items	0.1%		0.0	%	0.4%		0.0	%
Effective consolidated current income tax rate	22.7%		6.1	%	15.4%		7.2	%

The estimated tax savings as a result of our tax holidays for the six months ended June 30, 2010 amounted to $1,555,284. The net effect on earnings per share had the income tax been applied would decrease basic earnings per share for the six months ended June 30, 2010 from $0.33 to $0.30.

The Company was incorporated in the United States.  It incurred a net operating loss for U.S. income tax purposes for the three and six months ended June 30, 2011 and 2010. The net operating loss carry forwards, including amortization of share-based compensation but excluding change in fair value of warrants, for United States income tax purposes amounted to $9,968,504 and $8,137,837 as of June 30, 2011 and December 31, 2010, respectively, which may be available to reduce future years' taxable income. These carry forwards will expire, if not utilized, beginning in 2027 through 2030. There are also deferred tax asset of $272,181 as of June 30, 2011 and December 31, 2010, resulting from temporary difference on stock options to employees. For United States income tax purposes, the valuation allowances as of June 30, 2011 and December 31, 2010 were $3,761,158 and $3,120,424, respectively.

The change in valuation allowance for the six months ended June 30, 2011 and 2010 were $640,734 and $(2,684,833), respectively.

The Company has cumulative undistributed earnings of foreign subsidiaries of $95,904,891 as of June 30, 2011. These undistributed earnings are included in consolidated retained earnings and will continue to be indefinitely reinvested in international operations.  Accordingly, no provision has been made for U.S. deferred taxes related to future repatriation of these earnings, nor is it practicable to estimate the amount of income taxes that would have to be provided if we concluded that such earnings will be remitted in the future.

25

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

 10. EARNINGS PER SHARE

Earnings per share is determined by dividing net income for the periods by the weighted average number of both basic and diluted shares of common stock and common stock equivalents outstanding pursuant to ASC 260, “Earnings Per Share.”  The following are the calculations for earnings per share for the three and six months ended June 30, 2011 and 2010.

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2011		2010		2011		2010
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Basic earnings per share
Net Income	$	10,272,205	$	12,510,238	$	27,241,411	$	20,034,811
Weighted average number of common share outstanding - Basic		76,444,372		61,549,661		76,430,526		61,544,259
Earnings per share - Basic	$	0.13	$	0.20	$	0.36	$	0.33
Diluted earnings per share
Net Income	$	10,272,205	$	12,510,238	$	27,241,411	$	20,034,811
Weighted average number of common shares outstanding - Basic		76,444,372		61,549,661		76,430,526		61,544,259
Effect of conversion of preferred stock		528		528		528		528
Effect of exercise of options		-		64,268		-		64,268
Effect of diluted securities - unvested shares		6,168,333		7,047,333		6,168,333		7,047,333
Weighted average number of common shares outstanding - Diluted		82,613,233		68,661,790		82,599,387		68,656,388
Earnings per share - Diluted	$	0.12	$	0.18	$	0.33	$	0.29

26

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

10. EARNINGS PER SHARE (Continued)

At June 30, 2011 and 2010, the Company had outstanding warrants of 10,950,113 and 6,825,113, respectively. Warrants were excluded in the diluted earnings per share calculation as the stock market price is below warrants’ exercise price and were anti-dilutive for the three and six months ended June 30, 2011 and 2010.  At June 30, 2011, the Company had outstanding options of 340,000 that were excluded in the diluted earnings per share calculation as the stock market price is below options’ exercise price and were anti-dilutive for the three and six months ended June 30, 2011.

11. EQUITY PLACEMENTS

1) Convertible Preferred Stock

As of June 30, 2011, there were 2 shares of the preferred stock outstanding.  The shares have a liquidation preference of $1,000 each and are each convertible into 264 shares of common stock.

2) Placements:  2008 to 2010

During the period from 2008 to 2010 the Company completed four placements of securities:

August 2008 Offering

On August 8 and August 15, 2008, the Company issued 5,058,834 shares of common stock and warrants to purchase a total of 2,276,474 shares of common stock  to eight accredited institutional funds.  The Company also issued to the Placement Agent warrants to purchase 316,471 shares of common stock.  All the Warrants issued in August 2008 offering permit the holders to purchase common stock from the Company for a price of $5.51 per share.  The Warrants expire in five years.  

June 2009 Offering

On June 1 and June 15, 2009, the Company issued a total of 17,000 shares of preferred stock, consisting of 10,000 shares of Series E preferred stock (“Series E”) and 7,000 shares of Series F preferred stock (“Series F”), to several accredited investors. The aggregate purchase price for the securities was $17,000,000 and the preferred stock could be converted into a total of 4,388,522 shares of common stock of the Company. Each Preferred Share is entitled to a preferential payment of $1,000 in the event of a liquidation of the Company. From the proceeds of the offering, the Company paid a fee of $850,000 to the Placement Agent for the offering.  The Company also reimbursed the Placement Agent for its out-of-pocket expenses totaling $58,132, and issued to the Placement Agent warrants to purchase 219,426 shares of common stock.  The Company realized net proceeds of $16,091,868 from the offering.

During the third quarter of 2009, 16,500 shares of the convertible preferred stock were converted into 4,256,595 shares of common stock. During the fourth quarter of 2009, 498 shares of the convertible preferred stock were converted into 131,398 shares of common stock. As of December 31, 2009, there were 2 shares of the preferred stock outstanding.

In connection with the offering of preferred stock, the Company issued warrants A and B to purchase a total of 6,450,854 shares of common stock of the Company for prices ranging from $3.79 to $5.68 per share.  The warrants issued in the June 2009 offering consist of:

27

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

11. EQUITY PLACEMENTS (Continued)

Series A Warrants

Series A Common Stock Purchase Warrants permit the holder to purchase 1,319,261 shares of common stock for $4.92 per share at any time before November 27, 2014 and 875,000 shares of common stock for the same price at any time before December 12, 2014.

Series B Warrants

Series B Common Stock Purchase Warrants permit the holder to purchase 2,638,523 shares of common stock for $3.79 per share at any time before November 27, 2009 and 1,750,000 shares of common stock for $4.00 per share any time before December 9, 2009.   During December 2009, certain holders exercised 1,722,622 Series B Warrants for the same amount of common stock and paid the Company $6,679,499.   As of December 31, 2009, there was no outstanding Series B Warrants because they are either exercised or expired.

 Series C Warrants

Series C Common Stock Purchase Warrants permit the holders to purchase shares of ABAT’s common stock for $5.68 per share at any time before November 27, 2014 or before December 12, 2014, depending on the issue date of the warrant.  The number of shares for which the Series C Warrants may be exercised equals 25% of the number of Series B Warrants exercised by the Holder.  Accordingly, at December 31, 2009 there were outstanding 179,750 Series C Warrants to purchase 179,750 shares that will expire on November 27, 2014 and Series C Warrants to purchase 250,907 shares that will expire on December 12, 2014.

October 2009 Offering.

On October 5, 2009 the Company sold 4,592,145 shares of common stock and 1,377,644 common stock purchase warrants pursuant to a Securities Purchase Agreement made on September 30, 2009.  The aggregate purchase price for the securities was $19,000,001. Each Warrant will permit the holder to purchase one share of common stock from the Company for the price of $4.70 per share.  The Warrants will expire in five years from the date of the Agreement. The Company paid a fee of $950,000 to the Placement Agent for the offering.  The Company also reimbursed the Placement Agent for its out-of-pocket expenses, and issued to the Placement Agent warrants to purchase 229,608 shares of common stock with a term of five years and an exercise price of $5.17

December 2010 Offering.

On December 3, 2010 the Company sold 7,500,000 shares of common stock and 3,750,000 common stock purchase warrants (the “Warrants”) pursuant to a Securities Purchase Agreement made as of November 29, 2010. The aggregate purchase price for the securities was $30,000,000. The Warrants will permit the holders to purchase up to 3,750,000 shares of common stock from the Company for a period of one year and one week at a price of $4.00 per share. The Company paid a fee of $1,500,000 to the Placement Agent for the offering.  The Company also reimbursed the Placement Agent for its out-of-pocket expenses, and issued to the Placement Agent warrants to purchase 375,000 shares of common stock with a term of three years and an exercise price of $5.00 per share.

28

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

11. EQUITY PLACEMENTS (Continued)

Following is a summary of the status of warrants activities as of June 30, 2011:

	Warrants Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2010		10,950,113	$	4.75		2.30	$	-
Issued		-		-		-		-
Exercised		-		-		-		-
Forfeited/Expired		-		-		-		-
Outstanding at June 30, 2011 - unaudited		10,950,113	$	4.09		0.63	$	-

3) Accounting for Warrants

The Company has determined that both the Investor Warrants and the Placement Agent Warrants issued in the 2010 Financing met the conditions for equity classification pursuant to ASC 815 “Derivatives and Hedging” and ASC 815-40 “Contracts in Entity’s Own Equity” and therefore have been classified as equity instruments on the consolidated balance sheet as of June 30, 2011 and December 31, 2010.

As to the offerings completed in 2008 and 2009, however, both the Investor Warrants and the Placement Agent Warrants contain a covenant that, in the event of a “fundamental transaction,” if the securities to be issued upon exercise of the warrants will not be listed on a national securities exchange, the warrant holder has the option to force the Company to purchase the warrants at present value.  The warrants define a “fundamental transaction” to include:

i.	any merger, sale of assets, tender or exchange offer, reclassification of the common stock or compulsory share exchange, if
ii.	the transaction is either an all-cash transaction, a “going private” transaction, or a transaction in which the Company’s common stock will be exchanged for securities that are not traded on a national securities exchange.

Under those circumstances, the warrant holder could require the Company to redeem the warrant by paying an amount of cash equal to the value of the Warrant on the date preceding the fundamental transaction, determined in accordance with the Black-Scholes Option Pricing Model.  Because, under those circumstances, the Company would be forced to settle the warrants in cash, the warrants do not meet the conditions for equity classification set forth in FASB ASC 815-40-15. Therefore, these warrants have been classified as warrant liability.

For the foregoing reasons, the fair value of the warrants was recorded as an offset to the equity recorded as a result of the offerings.  The fair value of the warrants was determined in the following manner:

29

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

11. EQUITY PLACEMENTS (Continued)

August 2008 Offering.  The fair value of the warrants at the grant date was calculated using the Black-Scholes options pricing model using the following assumptions: Volatility 73.06%, Risk free interest rate 3.27% for August 8, 2008 Placement and August, 15, 2008 Placement, and Expected term of 5 years. The fair value of those warrants at the grant date was calculated at $7,520,805.

June 2009 Offering.  The fair value of the warrants at the grant date was calculated using the Black-Scholes options pricing model using the following assumptions: Volatility: 91.50%; Risk free interest rate: 2.55% and 0.29% for Series A and Series B&C warrants, respectively with respect to June 1, 2009 issuance and  2.69% and 0.31% for Series A and Series B&C warrants, respectively with respect to June 15, 2009 issuance; Expected term: 5.5 years for Series A Warrant  and 0.5 years for Series B warrants. The fair value of those warrants at the grant date was calculated at $9,514,432.   In addition, 430,656 Series C Warrants, whose exercisability was contingent on exercise of Series B Warrants, vested in December 2009. The fair value of the warrants at the grant date was calculated using the Black-Scholes options pricing model using the following assumptions: Volatility: 90.9%; Risk free interest rate: 2.24%, Expected term: 5.0 years. The fair value of those warrants at the grant date was calculated at $997,887.

October 2009 Offering.  The fair value of the warrants at the grant date was calculated using the Black-Scholes options pricing model using the following assumptions: Volatility: 89.08%; Risk free interest rate: 2.21%,; Expected term: 5.0 years. The fair value of those warrants at the grant date was calculated at $4,242,032.

The following table indicates the contributions to equity of each of the four securities offerings:

Offering	Net Proceeds		Warrants – Grant Date Fair Value		Equity
August 2008	$	20,356,481	$	7,520,805	$	12,835,676
June 2009		23,067,535		10,512,319		12,555,216
October 2009		18,017,350		4,242,032		13,775,318
December 2010		28,471,500		-		28,471,500

The fair value of outstanding warrants was $540,419 and $11,749,803 as of June 30, 2011 and December 31, 2010. The fair value of the warrants was calculated using the Black-Scholes options pricing model using the following assumptions:

	As of June 30, 2011			As of December 31, 2010
Volatility		66	%		74.92	%
Risk free interest rate		1.285	%		2.01	%
Expected term	2.16-3.5 years			2.66-4.00 years

The change in fair value of warrants was recorded as other income for the three and six months ended June 30, 2011 and 2010.

30

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

12.  CONCENTRATION OF RISKS

The Company maintains certain bank accounts in the PRC which are not protected by FDIC insurance or other insurance.  Cash balances held in PRC bank accounts were $71,692,565 and $81,738,623 as of June 30, 2011 and December 31, 2010, respectively.  As of June 30, 2011 and December 31, 2010, the Company held $2,352,129 and $29,379,473of cash balances within the United States of which $2,070,000 and $28,540,747 was in excess of FDIC insurance limits, respectively. 

One major customer accounted for 10.6% of the net revenue for the three months ended June 30, 2011. At June 30, 2011, the total receivable balance due from this customer was $2,763,209 representing 14.2% of total accounts receivable. For the six months ended June 30, 2011, there were no customer concentration greater than or equal to 10% of the net revenue.

For the three and six months ended June 30, 2010, there were no customer concentration greater than or equal to 10% of the net revenue.

There were no supplier concentration greater than or equal to 10% of total purchases for the three and six months ended June 30, 2011.

One major supplier accounted for 10.1% of the total purchases for the three months ended June 30, 2010. At June 30, 2010, the total accounts payable balance to this supplier was $263,608 representing 14.4% of total accounts payable There were no supplier concentration greater than or equal to 10% of total purchases for the six months ended June 30, 2010.

13.  LITIGATION

Sui-Yang Huang vs. ABAT

On September 30, 2009, the Company was named as a defendant in an action filed in the United States District Court for the Southern District of New York (the “U.S. District Court”).  The action, brought by the Company’s former Chief Technological Officer, Mr. Sui-yang Huang, alleges that based on his employment contract, he should have been paid certain additional stock-based benefits by November 30, 2008; in an Amended Complaint filed in November 2009, Mr. Huang also purported to state ancillary quasi-contract and tort claims related to his contract claim and his eventual dismissal from the Company.  Mr. Huang’s Amended Complaint demanded between approximately $1.25 and $5 million in compensatory damages, plus an unspecified amount of punitive and other damages. The Company believes that all of Mr. Huang’s claims are without merit. 

The Company filed a motion to dismiss the Amended Complaint, both on forum non conveniens grounds and for failure to state a claim for relief.  On May 26, 2010, the Court granted the Company’s motion to dismiss on forum non conveniens grounds.  The dismissal was subject to the following conditions:  (a) Mr. Huang is able, if he so chooses, to bring a similar action against the Company in a court near his residence in China, (b) the Chinese forum accepts jurisdiction over the dispute, and (c) the Company agrees to (1) consent to a Chinese court’s jurisdiction for these civil actions, (2) toll any applicable statute of limitations for 120 days after the Court’s dismissal on  forum non conveniens grounds, (3) make available in the courts of China any evidence or witnesses in its possession, custody, or control in the United States that a Chinese court hearing these cases may deem relevant, and (4) pay any final, post-appeal judgment awarded against it by a Chinese court.  Huang did not file a notice of appeal of the Court’s order dismissing the action. 

31

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

 13.  LITIGATION (Continued)

Thereafter, on August 9, 2010 Mr. Huang refiled part, but, not all, of his claims in the People’s Court of Bao’an District, Shenzhen (the “Chinese Trial Court”).  The Chinese Trial Court refused to accept the case, holding that since the Company is incorporated in the United States (and, specifically, in Delaware), it was not subject to the jurisdiction of that Court.  Huang appealed, but the appeal was dismissed and the original decision of the Chinese Trial Court was affirmed.  The case was thereafter sent back to the U.S. District Court from China.  In March 2011 the United States District Court denied Mr. Huang’s request to reinstate the case in New York, finding that jurisdiction remains available in China.  To date Mr. Huang has not renewed his effort to file the case in the Chinese Trial Court.

 SFG vs. ABAT

In September 2008, Susquehanna Financial Group, LLLP (“SFG”) commenced an action against the Company in the Court of Common Pleas of Montgomery County, Pennsylvania.  SFG alleges that it was a party to two contracts with the Company, pursuant to which SFG alleges that it was entitled to serve as financial advisor with respect to any offering of securities by the Company completed prior to March 2009.  SFG alleges that the Company failed to afford SFG the opportunity to serve as its financial advisor in connection with the private placement by the Company in August 2008.  SFG alleges that it is entitled to damages in the amount of $1,359,872 and a warrant to purchase 81,882 share of the Company’s common stock exercisable at $8.00 per share.  The Company has answered the complaint and denied that SFG was entitled to serve as financial advisor in connection with the August 2008 private placement by reason of the fact that SFG had terminated its agreements with the Company, had waived any continuing rights under the contracts, and had acted in bad faith in connection with the services it undertook to perform for the Company. The Parties are currently in the midst of the discovery process.  Once discovery is complete, the Court will issue a schedule for the trial date.

Class Actions

Since April 2011 four class actions have been commenced in the United States District Court for the Southern District of New York against the Company and certain of the Company’s senior executive officers, asserting violations of the United States securities laws.  The complaints allege that the Company, in its filings with the Securities and Exchange Commission, made material misrepresentations and omissions.  The plaintiffs in the actions seek to represent a class of persons who purchased the Company’s common stock between November 24, 2008 and March 30, 2011.  The applications of plaintiffs to be appointed “lead plaintiff” in the consolidated action is pending before the Court.  No specific amount of damages has been alleged.  The Company and its senior management believe that the claims are without merit.  They intend to mount a vigorous defense to the actions and to seek their prompt dismissal after a consolidated complaint is filed.

Derivative Action

In May 2011 actions were commenced in the Supreme Court of New York State and in the United States District Court for the Southern District of New York purporting to be derivative actions on behalf of ABAT.  The actions allege that the Company’s Board of Directors breached their fiduciary duties to the Company in connection with the matters that are the subject of the Class Actions described above.  No specific amount of damages has been alleged.  The Company and its directors believe that the claims are without merit.  They intend to mount a vigorous defense to the actions and to seek their prompt dismissal.

32

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

 14. COMMITMENTS AND CONTINGENCIES

The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in the North America and Western Europe. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

The Company’s sales, purchases and expenses transactions are denominated in RMB and all of the Company’s assets and liabilities are also denominated in RMB. The RMB is not freely convertible into foreign currencies under the current law. In China, foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China, the central bank of China. Remittances in currencies other than RMB may require certain supporting documentation in order to affect the remittance.

The Company entered into various agreements to purchase equipment and machinery in an effort to expand its production in 2010.  As of June 30, 2011, the Company made a total payment of $3,931,596 on those equipment and machinery and a payment of $24,506,846 for the factories and land in Dongguan city. Additionally, the Company entered into several contracts and already made payment of $29,890,381 for ongoing construction projects. The Company still has the commitment to pay the remaining contract amount of $18 million in 2011. 

The Company entered into a lease agreement with Pantheon Realty, Inc. to lease its prior administrative office.  Under the agreement, the Company is obligated to pay $4,000 monthly from June 1, 2009 to May 31, 2011.  The Company entered into another lease agreement with 15 W 39th St. NY LLC to lease its administrative office in New York City from June 1, 2009 to May 31, 2012. Under the agreement, the Company is obligated to pay $8,000, $8,200 and $8,405 monthly for the first, second and third year, respectively.  The following table sets forth the Company’s obligations for New York City leaseholds:

	Third Party Lease
Remainder of 2011	$	50,430
2012		42,025
Total	$	92,455

15.  RELATED PARTY TRANSACTIONS

In July 2009, the Company signed a lease agreement with the Chairman of the Company, Mr. Zhiguo Fu, to lease a house owned by Mr. Fu for the purpose of accommodating the frequent travel lodging needs for the Company’s employees in China traveling to the U.S. The monthly rent is $4,000 and the lease will expire in three years.

33

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

15.  RELATED PARTY TRANSACTIONS (Continued)

Rental expense under the lease from the Chairman for each year is as follows:

	Related Party Lease
Remainder of 2011	$	24,000
2012		24,000
	$	48,000

16.  SEGMENT INFORMATION

The Company follows the provisions of ASC 280, “Segment Reporting,” which establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Executive Officer.

The Company has two operating segments, which are batteries and electric vehicles segments.

The batteries segment develops, manufactures, and markets rechargeable Polymer Lithium-Ion (PLI) products.  The batteries segment includes the operation of Heilongjiang ZQPT and Shenzhen ZQ.

The electric vehicles segment develops and manufactures various types of electric vehicles through the operation of Wuxi ZQ. Wuxi ZQ owns three types of products listed in the E-Bike directory, with more than 20 different specifications, including electric bicycles, electric scooters, and various electric sports utility vehicles. Wuxi ZQ products are exported to the countries and regions in Europe, the United States and Asia.

The measurement of segment income is determined as earnings before income taxes. The measurement of segment assets is based on the total assets of the segment, including intercompany advances among the PRC entities. Segment income and segment assets are reported to the Company’s (“CODM”) using the same accounting policies as those used in the preparation of these consolidated financial statements. Historically, there have been sale transactions between the two operating segments in addition to intersegment advances.

For the Three Months Ended June 30, 2011	Batteries		Electric Vehicles		Non-operating entities		Inter-segment Elimination			Consolidated Total
Net Sales	$	21,427,621	$	13,199,869	$	-	$	(3,276,838	)	$	31,350,652
Interest Income (expense)		47,408		22,507		42,258		-			112,173
Depreciation and Amortization		610,487		590,795		19,726		-			1,221,007
Segment assets		142,672,996		73,570,263		253,604,940		(220,188,730	)		249,659,469
Segment net income (loss) before tax		7,783,424		4,041,850		1,189,180		264,915			13,279,368

34

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

16.  SEGMENT INFORMATION (Continued)

For the Three Months Ended June 30, 2010	Batteries		Electric Vehicles		Non-operating entities		Inter-segment Elimination			Consolidated Total
Net Sales	$	14,029,427	$	12,634,303	$	-		(3,828,372	)		22,835,358
Interest Income (expense)		36,894		(133)		43,244			-		80,005
Depreciation and Amortization		425,397		629,789		12,706			-		1,067,892
Segment assets		113,074,511		59,220,347		147,591,880		(147,612,441	)		172,274,297
Segment net income (loss) before tax		6,465,055		4,466,067		3,312,320		(922,329)			13,321,113
For the Six Months Ended June 30, 2011	Batteries		Electric Vehicles		Non-operating entities		Inter-segment Elimination			Consolidated Total
Net Sales	$	40,831,834	$	25,943,022	$	-	$	(6,782,469	)	$	59,992,387
Interest Income (expense)		88,663		44,061		86,668		-			219,392
Depreciation and Amortization		1,213,013		1,134,811		39,113		-			2,386,938
Segment assets		142,672,996		73,570,263		253,604,940		(220,188,730	)		249,659,469
Segment net income (loss) before tax		15,003,286		7,889,784		9,287,138		12,916			32,193,124

For the Six Months Ended June 30, 2010	Batteries		Electric Vehicles		Non-operating entities		Inter-segment Elimination			Consolidated Total
Net Sales	$	27,403,861	$	21,703,953	$	-	$	(6,723,439	)	$	42,384,375
Interest Income (expense)		91,931		(39,793)		95,405		-			147,543
Depreciation and Amortization		850,945		1,260,943		98,365			-		2,210,253
Segment assets		113,074,511		59,220,347		147,591,880		(147,612,441	)		172,274,297
Segment net income (loss) before tax		12,442,271		6,550,035		3,454,638		(854,106)			21,592,838

35

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

16.  SEGMENT INFORMATION (Continued)

Reconciliation of segment incomes to consolidated incomes	For the Three Months Ended June 30, 2011		For the Six Months Ended June 30, 2011
	(unaudited)		(unaudited)
Total segment income (Operating entities)	$	11,825,273	$	22,893,070
Total segment income (Non-operating entities) (1)		1,189,180		9,287,138
Elimination of intersegment profits		264,915		12,916
Consolidated income before income taxes	$	13,279,368	$	32,193,124

Reconciliation of segment assets to consolidated assets	As of June 30, 2011
	(unaudited)
Total segment net assets (Operating entities)	$	216,243,259
Total segment net assets (Non-operating entities) (2)		253,604,940
Elimination of intersegment receivables		(220,188,730	)
Consolidated assets		249,659,469

Reconciliation of segment incomes to consolidated incomes	For the Three Months Ended June 30, 2010			For the Six Months Ended June 30, 2010
	(unaudited)			(unaudited)
Total segment income (Operating entities)	$	10,931,122		$	18,992,306
Total segment income (Non-operating entities) (1)		3,312,320			3,454,638
Elimination of intersegment profits		(922,329	)		(854,106	)
Consolidated income before income taxes	$	13,321,113		$	21,592,838

Reconciliation of segment assets to consolidated assets	As of June 30, 2010
	(unaudited)
Total segment net assets (Operating entities)	$	172,294,858
Total segment net assets (Non-operating entities) (2)		147,591,880
Elimination of intersegment receivables		(147,612,441	)
Consolidated assets		172,274,297

36

ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

16.  SEGMENT INFORMATION (Continued)

 (1) “Non-operating entities” identifies our U.S. parent corporation, Advanced Battery Technologies, Inc., and its subsidiary holding company, Cashtech Investment Limited, a British Virgin Islands corporation. “Segment income (Non-operating entities)” refers to the administrative expenses of those two entities, including the expenses attributable to our New York City office, other income/expenses arising from financing activities conducted by the parent corporation, such as “change in fair value of warrants, and other income/expenses arising from investment activity by the parent corporation.

(2) “Segment net assets (Non-operating entities”) refers to the net assets of the non-operating entities identified in the preceding note, and includes the book value of the two subsidiaries of Cashtech Investment Limited, which are our two operating companies, as well as cash accounts maintained by our parent company.  

17.  SHARE REPURCHASE PROGRAM

On June 30, 2011, the Company’s Board of Directors unanimously approved a share repurchase program that authorizes the Company to repurchase up to $10 million of the Company’s common stock in the open market. Purchases will be made at the discretion of management, with the timing dependent on prevailing market conditions. As of June 30, 2011, no shares have been repurchased.

18.  SUBSEQUENT EVENT

In July 2011, the Company repurchased 89,400 shares of its common stock at an average unit price of $1.0519 per share (a total price before commissions of $94,040) from the market under the share repurchase program. 

37

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

Forward-Looking Statements: No Assurances Intended

In addition to historical information, this Quarterly Report contains forward-looking statements, which are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or similar expressions. These forward-looking statements represent Management’s belief as to the future of Advanced Battery Technologies. Whether those beliefs become reality will depend on many factors that are not under Management’s control. Many risks and uncertainties exist that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in Section 1A of our Annual Report on Form 10-K for the year ended December 31, 2010, entitled “Risk Factors.” Readers are cautioned not to place undue reliance on these forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.

Recent Developments in our Business

In January 2011 Harbin ZQPT, a wholly-owned subsidiary of the Company, acquired all of the assets of Shenzhen Zhongqiang New Energy Science & Technology Co., Ltd. (“Shenzhen ZQ”).  Shenzhen ZQ was a manufacturer of lithium batteries for mobile phones and MP3, MP4 and video game consoles, whose manufacturing facility has a daily production capacity of 70,000 batteries per day.  Shenzhen ZQ’s annual revenues in 2010 were approximately $11 million. The purchase price paid by Harbin ZQPT for the Shenzhen ZQ liabilities was $20 million, of which $16.9 million was applied to satisfy liabilities of Shenzhen ZQ.

On January 5, 2011 Cashtech Investment Limited, a wholly-owned subsidiary of the Company, purchased the land and buildings at 3 Middle, Qingxi Town, Dongguan City, Guangdong Province, China. The buildings consist of four industrial facilities with a total of 36,468 square meters of floor space, an office building with 5246 square meters, three dormitories with a total of 14,710 square meters, and a power supply facility, and the associated land use right. The purchase price was 176 million RMB (approximately $26 million). Those assets have been transferred to a wholly-owned subsidiary of the Company named “Dongguan QiangQiang New Energy Technology Co., Ltd.”  The Company is developing the property as the center of an industrial park in Dongguan City. The new property is now under infrastructure construction and according to Company estimates the commissioning date will be in October 2011.

Results of Operations

The following tables present certain consolidated statement of operations information. Financial information is presented for the three and six months ended June 30, 2011 and 2010 respectively.

For the Three Months Ended June 30,
							Change
	2011			2010			Amount			%
Revenues	$	31,350,652		$	22,835,358		$	8,515,294			37.3	%
Cost of Goods Sold		17,931,598			11,796,140			6,135,458			52.0	%
Gross Profit		13,419,054			11,039,218			2,379,836			21.6	%
Operating Expenses		2,374,649			1,992,831			381,818			19.16	%
Operating Income		11,044,407			9,046,387			1,998,020			22.09	%
Other Income		2,235,884			4,271,411			(2,035,527	)		47.7	%
Net Income	$	10,272,205		$	12,510,238		$	(2,238,033	)		-17.9	%
Gross margin		42.80	%		48.34	%					-5.54	%

For the Six Months Ended June 30,
							Change
	2011			2010			Amount			%
Revenues	$	59,992,387			42,384,375		$	17,608,012			41.5	%
Cost of Goods Sold		34,739,768			21,729,456			13,010,312			59.9	%
Gross Profit		25,252,619			20,654,919			4,597,700			22.3	%
Operating Expenses		4,405,087			4,608,780			(203,693	)		-4.4	%
Operating Income		20,847,534			16,046,139			4,801,393			29.9	%
Other Income		11,358,477			5,544,823			5,813,654			104.8	%
Net Income	$	27,241,411			20,034,811		$	7,206,600			36	%
Gross margin		42.1	%		48.71	%					-6.64	%

38

 Revenues

We had total revenues of $ 31,350,652 for the three months ended June 30, 2011, an increase of $8,515,294 or 37.3%, compared to $22,835,358 for the three months ended June 30, 2010. For the six months ended June 30, 2011, total revenues of $59,992,387 represented an increase of $17,608,012 or 41.5%, compared to $42,384,375 for the six months ended June 30 2010.  The increase in revenues was primarily due to the contribution of revenues from:

1. Wuxi ZQ.  Wuxi ZQ revenues of $13,209,066 for the three months and $25,943,022 for the six months ended June 30, 2011 represented increases of $565,895 and $4,239,398 compared to revenues during the three and six months ended June 30, 2010.

2. Shenzhen-based Operations.  We acquired the assets of Shenzhen ZQ in January, 2011.  The three and six month revenue for the periods ended June 30, 2011 attributable to our new Shenzhen operations was $5,253,910 and $9,602,091, respectively.

3. Harbin-based Operations.  Revenues of $12,896,872 and $24,447,274 from our Harbin- based battery operations for the three and six months ended June 30, 2011 represented increases of 26.4% and 18.2% respectively compared to the comparable periods ended June 30, 2010.

In the three and six month periods ended June 30, 2011 and 2010, the contribution of batteries in our four sales categories as well as the contribution of electric vehicles to our total revenues was:

		For the Three Months Ended June 30,
		2011	% (of total revenue)		2010	% (of total  revenue)
Small Capacity Battery	$	6,776,254	21.61%	$	870,283	3.81%
Medium Capacity Battery		5,974,933	19.06%		2,691,335	11.79%
Large Capacity Battery		4,290,365	13.69%		4,111,822	18.01%
Miner's Lamp		1,100,034	3.51%		2,527,944	11.07%
Electric Vehicle		13,209,066	42.13%		12,633,974	55.33%
Total	$	31,350,652	100.00%	$	22,835,358	100.00%

39

		For the Six Months Ended June 30,
		2011	% (of total revenue)		2010	% (of total revenue)
Small Capacity Battery	$	12,317,264	20.53%	$	2,067,985	4.88%
Medium Capacity Battery		8,626,406	14.38%		7,558,590	17.83%
Large Capacity Battery		11,465,325	19.11%		6,589,801	15.55%
Miner's Lamp		1,640,370	2.73%		4,464,374	10.53%
Electric Vehicle		25,943,022	43.25%		21,703,624	51.21%
Total	$	59,992,387	100.00%	$	42,384,375	100.00%

The increase in the portion of our revenue attributable to small capacity batteries is primarily attributable to the $9,602,091 contributed by our new Shenzhen operations during the first six months of 2011.  In recent years, we had reduced our focus on this market, as we found it difficult to achieve high margins on small capacity batteries, primarily due to the extensive amount of competition.  Our current expectation, however, is that, in time, the advanced technology and facilities that we acquired from Shenzhen ZQ, along with the established customer list, will allow us to achieve worthwhile margins in the small capacity battery sector.  For that reason we expect that the focus of operations at the Dongguan industrial park that we currently have under construction will be in large part on small capacity batteries.

Even with the acquisition of the Shenzhen production facility, which is focused on small capacity batteries, we continue to expect large capacity batteries to lead the growth of our battery segment.  In line with that expectation, sales of the large capacity batteries (used for electric sanitation vehicles, stationary applications, and other large scale battery applications) increased by 74% from the first six months of 2010 to the first six months of 2011.  We expect continued growth in this sector in coming years, as China’ strong recent emphasis on environmentally sound growth should result in expansion of the electric vehicle industry in China.

The contribution of miner’s lamps to our revenue has diminished significantly in recent quarters.  Our expansion in this market had been driven by a three year contract that we made in 2006 with a Hong Kong-based mining company.  Since that contract expired, we have been unable to replace the sales.

           At June 30, 2011 we had a backlog of $61,230,000 for delivery through the next 6 months, including a battery backlog of approximately $33,030,000.

Gross Profit.

Our cost of goods sold consists of the cost of raw materials, labor costs and production overhead. In the three months ended June 30, 2011, our revenue increased by 37.3% but our cost of goods sold increased by 52%, from $11,796,140 to $17,931,598, compared to the same period in 2010.  Similarly, cost of goods sold for the six months ended June 30, 2011 increased by 60% compared to the first half of 2010, although revenue increased by only 42%.  The disproportionate increase on our cost of goods sold primarily occurred because the $9,602,091 in sales of small capacity batteries generated from our new Shenzhen facility yielded a low margin relative to our other revenue.    The overall result was a decrease in our gross margin from 48% in the three months ended June 30, 2010 to 43% in the same period of 2011, and from 49% in the first half of 2010 to 42% in the first half of 2011.   Although we believe that we will be able to improve the profitability of the Shenzhen operation, our gross margins for the remainder of 2011 are likely to remain lower than in 2010 due to the inclusion of Shenzhen sales.

40

           Operating Expenses; Operating Income

The Company’s operating expenses increased by 21%, from $1,992,831 in the three months ended June 30, 2010 to $2,374,648 in the three months ended June 30, 2011.  The primary reason for the increase was the fact that operating expenses of the Shenzhen operation that we acquired in January 2011 were included in our 2011 results.  In addition, research and development expenses increased by $259,277 from the second quarter of 2010 to the second quarter of 2011.  These increases were partially offset by a bad debt expense of $160,000 incurred in the second quarter of 2010 that was not replicated in 2011.

Despite the increase in second quarter operating expenses, our operating expenses for the six months ended June 30, 2011 were 4% lower than our operating expenses in the six months ended June 30, 2010.  In addition to the aforementioned bad debt expense in 2010, the improvement in operating expenses reflected our ongoing efforts at cost containment.

Included in our general and administrative expense during the three and six months ended June 30, 2011 were $443,331 and $890,512, respectively, attributable to amortization of the market value of stock that we granted to employees or consultants.  This non-cash expense resulted from our use of stock during our early years to incentivize key individuals.  The market value of the stock at the time it was issued is being amortized over the term of the employee’s or consultant’s services, thus:

● In the case of employees, the period of amortization is based on a vesting schedule included in the employees’ contracts. The average vesting period for the employees is 3.07 years.  

● In the case of consultants, the period of amortization is based on the term of the consulting contracts, although amortization will be accelerated if the consulting relationship ceases.  Again, to date, the consultants who received stock have remained involved in the Company’s affairs, so there has been no acceleration of amortization.

At June 30, 2011 there remained $4,792,569 in unamortized stock compensation on the Company’s books. The amortization of this sum will contribute to our future operating expenses as described above.

Operating income for the three months ended June 30, 2011 totaled $11,044,407, an increase of 22% from operating income in the three months ended June 30, 2010.  Operating income for the six months ended June 30, 2011 totaled $20,847,534, an increase of 30% from operating income in the six months ended June 30, 2010.

Other Income (Expenses)

During the three months ended June 30, 2011we recorded $2,235,884 in other income (expenses), compared to other income (expenses) of $4,271,411 in the three months ended June 30, 2010. The primary components of this income in the three months ended June 30, 2011 were:

● $112,173 in net interest income,  

● A foreign currency transaction loss of $90,677 resulting from changes in exchange rates between the date when Wuxi ZQ recorded revenue from foreign sales and the date on which it received payment, and  

● An income of $2,189,565 related to the change in the fair value of our outstanding common stock purchase warrants.  

41

 During the six months ended June 30, 2011we recorded $11,358,477 in other income (expenses), compared to of $5,544,823 in the six months ended June 30, 2010. The primary components of this income in the six months ended June 30, 2011 were:

● $219,392 in net interest income,  

● The foreign currency transaction loss of $90,677 described above, and  

● An income of $11,209,384 related to the change in the fair value of our outstanding common stock purchase warrants.

 In the six months ended June 30, 2011, we recorded $219,392 in interest income, primarily attributable to our cash on hand, but also including $80,000 earned on our $1.6 million loan to Harbin Jinhuida Investment Consulting Limited.  During the same period, we incurred no interest expense, as we have no outstanding debt.  By comparison, in the six months ended June 30, 2010, we recorded approximately the same amount of interest income, but incurred $39,660 in interest expense, as we had not yet fully settled the bank loans that Wuxi ZQ had outstanding when we acquired it in 2009.

In 2008 and 2009, the Company issued warrants in conjunction with the issuance of common shares or convertible preferred stock. The warrants permit the investors to buy additional common shares at the prices specified in the warrant agreements.  Because the Company may be required to repurchase the warrants at their fair value in certain circumstances, the fair value of the warrants has been recorded as a liability on our balance sheet.  At the end of each quarter, we re-calculate the fair value of the warrants using the Black-Scholes model, and record any increase or decrease in that fair value as other income or other expense.  Because the market price of our common stock fell during the six months ended June 30, 2011 and the six months ended June 30, 2010, the fair value of the warrants fell by $11,209,384 and $5,397,280 in those periods respectively, which was recognized on our Statements of Income as other income.  If in future quarters the warrants increase in value (e.g. by reason of an increase in the market price of our common stock), we will record an other expense equal to the amount of the increase.

           For the six months ended June 30, 2011, werecognized a $12,887 investment loss from our 49% equity investment in Beyond E-Tech, Inc., a Texas corporation organized to engage in distributing cellular telephones in the United States.  The acquisition has been recorded as an “investment in unconsolidated entity” on our balance sheet, and our participation in that business will be accounted for through the equity method. Based upon its growing positions in the mobile phone distribution business in the United States, Beyond E-Tech anticipates that it will achieve profitability in three years.  Until then, we will continue to record as investment losses our 49% shares of that company’s losses.   The loss is recorded as equity gain (loss) from unconsolidated entity on our Statements of Income.

The table below presents the components of our pre-tax income during the three and six month periods ended June 30, 2011 and 2010.  Pre-tax income was $41,745 greater in the second quarter of 2010 than in the second quarter of 2011, primarily due to the fact that income attributable to the change in fair value of warrants was $2,001,841 greater in the second quarter of 2010 than in the second quarter of 2011.  On the other hand, pre-tax income was $10,600,286 greater in the first six months of 2011 than in the first six months of 2010, reflecting expansion and improvements in our operations, but also reflecting the fact that income attributable to the change in fair value of warrants was $5,812,104 greater in the first six months of 2011 than in the first six months of 2010.

42

	Three months ended June 30				Six months ended June 30
	2011		2010		2011		2010
Pre-tax income - U.S.	$	1,261,751	$	3,313,451	$	9,378,717	$	3,468,262
Pre-tax income - China	$	12,017,617	$	10,007,662	$	22,814,407	$	18,124,576
Pre-tax income - total	$	13,279,368	$	13,321,113	$	32,193,124	$	21,592,838

The income tax expense as a result of our 2011 operations was $3,007,163 for the three months ended June 30, 2011 and $4,951,713 for the six months ended June 30, 2011, based on the standard 25% tax rate on corporate income in China.  During the three and six months ended June 30, 2010, as a result of Chinese tax laws that reward foreign investment in China, Heilongjiang ZQ was entitled to a 50% tax abatement, which results in an effective corporate tax rate of approximately 12.5%.  Accordingly, we only accrued $810,875 in income taxes on our Chinese income during the three months ended June 30, 2010 and $1,558,027 during the six months ended June 30, 2010.  The table below shows our after-tax net income.

	Three months ended June 30				Increase/ (Decrease)			Six months ended June 30				Increase/ (Decrease)
	2011		2010					2011		2010
Net income	$	10,272,205	$	12,510,238		(17.9	%)	$	27,241,411	$	20,034,811		36.0	%

 Our business operates primarily in Chinese Renminbi, but we report our results in our SEC filings in U.S. Dollars.  The conversion of our accounts from RMB to Dollars results in translation adjustments.  While our net income is added to the retained earnings on our balance sheet; the translation adjustments are added to a line item on our balance sheet labeled “accumulated other comprehensive income,” since they are more reflective of changes in the relative values of U.S. and Chinese currencies than of the success of our business.  During the six months ended June 30, 2011, the effect of converting our financial results to Dollars was to add $4,621,987 to our accumulated other comprehensive income. During the six months ended June 30, 2010, when the exchange rate was less volatile, the translation adjustment increased our accumulated other comprehensive income by $1,230,789.

Liquidity and Capital Resources

The growth of our Company has been funded by capital contributions - initially those of our founders and in recent years capital raised by the sale of equity to private investors. In December 2010, we obtained gross proceeds of $30 million from the sale of 7.5 million shares of common stock (accompanied by 3.75 million one year warrants) for a price of $4.00 per share. As a result, at June 30, 2011 we had no debt, having satisfied the bank loans that Wuxi ZQ carried when we acquired it, and we had $74,044,694 in cash on hand.

At June 30, 2011 the Company had a working capital balance of $103,498,110, a reduction of $27,653,654 from our working capital at December 31, 2010.  The reduction was attributable to our payment of over $40 million to purchase equipment and construct facilities in Dongguan City where we are constructing a multi-building battery manufacturing facility.

Our accounts receivable at June 30, 2011 totaled $19,509,545.  We have recorded an allowance for doubtful accounts of $68,938.  The allowance was determined by reviewing all accounts remaining open more than sixty days after shipment.  Consideration was given to the prior payment history of the customer, information we gather regarding the financial capability of the customer, and ongoing information gathered by our accounting personnel regarding the customer’s plans for payment.  The allowance reflects the ongoing relationships we have with most of our customers and a high level of confidence in their ability and intent to make full payment.  We had insignificant bad debt expense incurred during the six months ended June 30, 2011.

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 At June 30, 2011 we had two long term liabilities:

● a deferred tax liability of $3,025,847 attributable to the gain we realized when we acquired Wuxi ZQ in May 2009 for a price less than the fair value of its net assets; and  

● a “warrant liability” of $540,419 attributable to the warrants that we issued in our three equity financing transactions in 2008 and 2009.  Pursuant to provisions of ASC 815 (previously: EITF 07-05) that became effective for 2009 and subsequent years, the present value of the outstanding warrants is considered a liability.  

The table below sets forth our debt service obligations as of June 30, 2011.

			Less than			1-3		4-5	More than 5
Contractual Obligations	Total		1 Year		Years		Years		Years
Long-Term Debt Obligations–	$	0	$	0	$	0	$	0	$	0
Operating Lease Obligations	$	140,455	$	140,455	$	0	$	0	$	0
Capital Expenditure Obligations	$	18,003,601	$	18,003,601	$	0	$	0	$	0
Raw Material Purchase Obligations	$	17,129,579	$	17,129,579	$	0	$	0	$	0
TOTAL	$	35,273,635	$	35,273,635	$	0	$	0	$	0

Our subsidiaries have sufficient liquidity to fund their near-term operations and to fund the working capital demands of future expansion.  During 2011 and 2012 we intend to invest approximately $57 million in our new Dongguan industrial park, where we plan to develop facilities with a production capacity of $151 million per year.  Our plan is to fund the development from our current capital resources.  If we determine that additional funds are needed for other attractive growth opportunities or for the full implementation of our long term expansion plans for ABAT, we have available $107,508,191 in property, plant and equipment that Harbin ZQPT, Heilongjiang ZQPT, Wuxi ZQ and Dongguan QiangQiang own free of liens, for potential collateral loans. On June 30, 2011 our backlog of firm orders was approximately $61,230,000. Based on that backlog of orders, we believe that secured financing will be available on favorable terms if needed.

Given the financial resources available to the Company, management believes that it has sufficient capital and liquidity to sustain operations for the foreseeable future.

Restrictions on Dividends and Other Cash Transfers

All of our business operations are carried out by our two subsidiaries and one variable interest entity in China.  In the future, in order for the U.S. parent corporation to pay dividends to our shareholders from the earnings obtained in China, we will have to transfer funds from our Chinese subsidiaries through Cashtech Investment Limited, our BVI subsidiary, and then to Advanced Battery Technologies, our U.S. parent corporation. Our ability to transfer funds in this manner will limited by two factors:

· Statutory Reserves.  The Company Law of the PRC applicable to Chinese companies with foreign ownership provides that net income can be distributed as dividends only after:

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a. Cumulative prior years’ losses have been recouped;  

b. 10% of after tax income has been allocated to a statutory surplus reserve until the reserve amounts to 50% of the company’s registered capital;

c. 10% of after tax income has been allocated to a statutory common welfare fund, which is established for the purpose of providing employee facilities and other collective benefits to the company’s employees; and

d. Allocations have been made to the discretionary surplus reserve, if such a reserve is approved at the meeting of the equity owners.

· Currency Conversion.  The Chinese Yuan (Renminbi) is not freely convertible into Dollars.  The State Administration of Foreign Exchange (“SAFE”) administers foreign exchange dealings and requires that they be conducted though designated financial institutions.  Foreign Investment Enterprises, such as Harbin ZQPT and Wuxi ZQ, may purchase foreign currency from designated financial institutions in connection with current account transactions, including profit repatriation.

These factors will limit the amount of funds that we can transfer from our Chinese subsidiaries to our U.S. parent company and may delay any such transfer.  In addition, upon repatriation of earnings of our Chinese subsidiaries to the United States, those earnings may become subject to United States federal and state income taxes.  We have not accrued any U.S. federal or state tax liability on the undistributed earnings of our foreign subsidiaries because those funds are intended to be indefinitely reinvested in our international operations.  Accordingly, taxes imposed upon repatriation of those earnings to the U.S. may reduce the net worth of the Company.

Effects of Consolidation of Variable Interest Entity

The financial statements presented in this Report consolidate the financial statements of Advanced Battery Technologies, Inc. with the financial statements of two operating subsidiaries, Harbin ZQPT and Wuxi ZQ.  Also consolidated are the financial statements of an entity, Heilongjiang ZQPT, the legal owners of which are our Chairman, Zhiguo Fu, and four associates.  The financial statements of Heilongjiang ZQPT are consolidated with our financial statements because Heilongjiang ZQPT is a variable interest entity with respect to Harbin ZQPT, which is a wholly-owned subsidiary of Advanced Battery Technologies.  Harbin ZQPT is party to five agreements dated September 8, 2004 with the owners of the registered equity of Heilongjiang ZQPT and with Heilongjiang ZQPT.  The agreements transfer to Harbin ZQPT all of the benefits and all of the risk arising from the operations of Heilongjiang ZQPT, as well as complete managerial authority over the operations of Heilongjiang ZQPT.   Harbin ZQPT is the guarantor of all of the obligations of Heilongjiang ZQPT. 

The following table summarizes the effects of consolidating Heilongjiang ZQPT with Advanced Battery Technologies and its subsidiaries as of and for the six months ended June 30, 2011:

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	Advanced Battery Technologies and Subsidiaries			Heilongjiang ZQPT			Intercompany Eliminations			Consolidated
Balance Sheet
Current Assets	$	64,684,971		$	86,958,498		$	(40,008,156	)	$	111,635,313
Property, Plant & Equipment		66,732,249			40,775,942			-			107,508,191
Total Assets	$	117,764,410		$	131,895,059			-		$	249,659,469
Current Liabilities		5,002,660			17,428,554			(14,294,011	)		8,137,203
Long-Term Liabilities		3,566,266			-			-			3,566,266
Stockholders’ Equity		123,489,495			114,466,505			-			237,956,000
Statements of Operations - Six Months Ended  June 30, 2011
Revenue		35,545,113			31,229,743			(6,782,469	)		59,992,387
Gross Profit		10,573,567			14,691,967			(12,915	)		25,252,619
Operating Income		7,140,343			13,720,106			(12,915	)		20,847,534
Net Income		16,015,332			11,238,994			(12,915	)		27,241,411
Statements of Cash Flows - Six Months Ended  June 30, 2011
Net Cash (Used In) Provided By Operating Activities		(7,724,941	)		20,586,883			-			12,861,942
Net Cash (Used In) Investing Activities		(47,177,008	)		(4,478,013	)		-			(51,655,020	)
Net Cash (Used In) Provided By Financing Activities		-			(37,296,042	)		37,296,042			-

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK  

Our operating subsidiaries, Harbin ZQPT, Wuxi ZQ and Dongguan QiangQiang, and our VIE, Heilongjiang ZQPT, carry on business exclusively in Chinese RMB. Therefore the Company does not have any derivative instruments or other financial instruments that are market risk sensitive.

ITEM 4 CONTROLS AND PROCEDURES  

(a) Evaluation of disclosure controls and procedures.

The term “disclosure controls and procedures” (defined in SEC Rule 13a-15(e)) refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within time periods specified in the rules and forms of the Securities and Exchange Commission.  “Disclosure controls and procedures” include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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The Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, such controls and procedures were not effective. The weaknesses in the Company’s controls and procedures consisted of (a) a lack of expertise in identifying and addressing complex accounting issued under U.S. Generally Accepted Accounting Principles among the personnel in the Company’s accounting department, which has resulted in errors in accounting that necessitated a restatement of our financial statements for 2008 and 2009 and (b) inadequate review by management personnel of the Company’s reports prior to filing, which resulted in errors in prior filings that necessitated the filing of amendments to the 2009 Annual Report and the Quarterly Report for the quarter ended September 30, 2010.

(b) Changes in internal controls.

The term “internal control over financial reporting” (defined in SEC Rule 13a-15(f)) refers to the process of a company that is designed 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. The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated any changes in the Company’s internal control over financial reporting that occurred during the period covered by this report, and they have concluded that there was no change to the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.                      Legal Proceedings.

 Since April 2011 four class actions have been commenced in the United States District Court for the Southern District of New York against the Company and certain of the Company’s senior executive officers, asserting violations of the United States securities laws.  The actions are captioned Cohen v. Advanced Battery Technologies, Inc. et al. (Civil Action No. 11-2849), Burns v. Advanced Battery Technologies, Inc. et al. (Civil Action No. 11-2354), Quan v. Advanced Battery Technologies, Inc. et al. (Civil Action No. 11-2279), and Connors v. Advanced Battery Technologies, Inc. et al. (Civil Action No. 11-3098), The complaints allege that the Company, in its filings with the Securities and Exchange Commission, made material misrepresentations and omissions.  The plaintiffs in the actions seek to represent a class of persons who purchased the Company’s common stock between November 24, 2008 and March 30, 2011.  The applications of plaintiffs to be appointed “lead plaintiff” in the consolidated action is pending before the Court.  No specific amount of damages has been alleged.  The Company and its senior management believe that the claims are without merit.  They intend to mount a vigorous defense to the actions and to seek their prompt dismissal after a consolidated complaint is filed.

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 On May 18, 2011 an action was commenced in the Supreme Court of New York State for New York County.  The action is captioned Anthony Blumka c/f Quintin Blumka UTMA (NY) v. Zhiguo Fu et al. (Index No. 651343/2011).  On June 28, 2011 an action was commenced in the United States District Court for the Southern District of New York.  The action is captioned Carl Braun v. Zhiguo Fu et al.  (Civil Action No. 11-4383).  Each action purports to be a derivative action on behalf of the Company.  The actions allege that the Company’s Board of Directors breached their fiduciary duties to the Company in connection with the matters that are the subject of the class actions described above.  No specific amount of damages has been alleged.  The Company and its directors believe that the claims are without merit.  They intend to mount a vigorous defense to the actions and to seek their prompt dismissal.

Item 1A.Risk Factors.

There have been no material changes from the risk factors included in the Annual Report on Form 10-K for the year ended December 31, 2010.

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds.

(a) Unregistered Sale of Equity Securities

None.

(c) Repurchase of Equity Securities

The Company did not repurchase any shares of its common stock during the 2nd quarter of 2011.

Item 3.       Defaults Upon Senior Securities.

None.

Item 4.       Reserved.

Item 5.       Other Information.

None.

Item 6.       Exhibits

10.1 Consulting Services Agreement dated September 8, 2004 between Harbin ZhongQiang Power-Tech Co., Ltd. and Heilongjiang ZhongQiang Power-Tech Co., Ltd.

10.2 Operating Agreement dated September 8, 2004 among Harbin ZhongQiang Power-Tech Co., Ltd., Heilongjiang ZhongQiang Power-Tech Co., Ltd., and the shareholders of Heilongjiang ZhongQiang Power-Tech Co., Ltd.

10.3 Proxy Agreement dated September 8, 2004 among Harbin ZhongQiang Power-Tech Co., Ltd., Heilongjiang ZhongQiang Power-Tech Co., Ltd., and the shareholders of Heilongjiang ZhongQiang Power-Tech Co., Ltd.

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10.4 Option Agreement dated September 8, 2004 among Harbin ZhongQiang Power-Tech Co., Ltd., Heilongjiang ZhongQiang Power-Tech Co., Ltd., and the shareholders of Heilongjiang ZhongQiang Power-Tech Co., Ltd.

10.5 Equity Pledge Agreement dated September 8, 2004 among Harbin ZhongQiang Power-Tech Co., Ltd. and the shareholders of Heilongjiang ZhongQiang Power-Tech Co., Ltd.

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

31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS XBRL Instance

101.SCH XBRL Schema

101.CAL XBRL Calculation

101.DEF XBRL Definition

101.LAB XBRL Label

101.PRE XBRL Presentation

SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ADVANCED BATTERY TECHNOLOGIES, INC.

Date:  August 15, 2011	By: /s/ Zhiguo Fu
	Name:  Zhiguo Fu
	Title: Chief Executive Officer
Date: August 15, 2011	By: /s/ Guohua Wan
	Name:  Guohua Wan
	Title: Chief Financial Officer

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EX-10.1

CONSULTING SERVICES AGREEMENT

(English Translation)

This Consulting Services Agreement (this “Agreement”) is dated 09/08/2004, and is entered into in Shuancehng, China between Harbin ZhongQiang Power-Tech Co., Ltd, a company incorporated under the laws of the PRC (Party A), located at No.1 Weiyou Road, Economy and Technology Development zone, Shuangcheng City, Heilongjiang Province, China (150100), and Heilongjiang ZhongQiang Power-Tech Co., Ltd., a company with joint stock limited liability organized under the laws of the PRC (“Party B”), with a registered address at No.1 Weiyou Road, Economy and Technology Development zone, Shuangcheng City, Heilongjiang Province, China (150100),. Party A and Party B are referred to collectively in this Agreement as the “Parties.”

RECITALS

(1) Party A is a company incorporated in PRC under the laws of the PRC, which has the technological expertise in battery technology research and development and marketing;

(2) Party B is a battery manufacturing company with limited liability duly incorporated in Shuangcheng, China;

(3) The Parties desire that Party A provide technology consulting services and relevant services to Party B, for compensation.

(4) The Parties are entering into this Agreement to set forth the terms and conditions under which Party A shall provide consulting services to Party B.

NOW THEREFORE, the Parties agree as follows:

1. DEFINITIONS

1.1           In this Agreement the following terms shall have the following meanings:

“Affiliate,” with respect to any Person, shall mean any other Person that directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, “control” shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether ownership of securities or partnership or other ownership interests, by contract or otherwise).

“Consulting Services Fee” shall be as defined in Clause 3.1.

“Indebtedness” shall mean, as to any Person, without duplication, (i) all indebtedness (including principal, interest, fees and charges) of such Person for borrowed money for the deferred purchase price of property or services, (ii) the face amount of all letters of credit issued for the amount of such Person and all drafts drawn thereunder, (iii) all liabilities secured by any Lien on any property owned by such person, whether or not such liabilities have been assumed by such Person, (iv) the aggregate amount required to b~ capitalized under leases under which such Person is the lessee and (v) all contingent obligations (including, without limitation, all guarantees to third parties) of such Person.

“Lien” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under recording or notice statute, and any lease having substantially the same effect as any of the foregoing).

“Person” shall mean any individual, corporation, company, voluntary association, partnership, joint venture, trust, unincorporated organization, entity or other organization or any government body.

“PRC” means the People’s Republic of China.

“Services” means the services to be provided under the Agreement by Party A to Party B, as more specifically described in Clause 2; in this Agreement a reference to a Clause, unless the context otherwise requires, is a reference to a clause of this Agreement.

1.2           The headings in this Agreement shall not affect the interpretation. of this Agreement.

2. RETENTION AND SCOPE OF SERVICES

2.1           Party B hereby agrees to retain the services ofParty A, and Party A accepts such appointment, to provide to Party B services in relation to the current and proposed operations of Party B’s business in the PRC upon the terms and conditions of this Agreement. The services subject to this Agreement shall include, without limitation:

(a) General Business Operation. Advice and assistance relating to development of technology and provision of consultancy services, particularly as related to battery manufacturing.

(b) Human Resources.

(i) Advice and assistance in relation to the staffing of Party B, including assistance in the recruitment, employment and secondment of management personnel, administrative personnel and staff of Party B;

(ii) Training of management, staff and administrative personnel;

(iii) Assistance in the development of sound payroll administrative controls in Party B;

(iv) Advice and assistance in the relocation of management and staff of Party B;

(c) Research and Development

(i) Advice and assistance in relation to research and development of Party B;

(ii) Advice and assistance in strategic planning; and

(d) Other. Such other advice and assistance as may be agreed upon by the Parties.

2.2           Exclusive Services Provider. During the term of this Agreement, Party A shall be the exclusive provider of the Services. Party B shall not seek or accept similar services from other providers unless the prior written approval is obtained from Party A.

2.3           Intellectual Properties Related to the Services. Party A shall own all intellectual property rights developed or discovered through research and development, in the course of providing Services, or derived from the provision of the Services. Such intellectual property rights shall include patents, trademarks, trade names, copyrights, patent application rights, copyright and trademark application rights, research and technical documents and materials, and other related intellectual property rights including the right to license or transfer such intellectual properties. If Party B must utilize any intellectual property, Party A agrees to grant an appropriate license to Party B on terms and conditions to be set forth in a separate agreement.

2.4                      Pledge. Party B shall permit and cause Party B’s shareholders to pledge the equity interests of Party B to Party A for securing the Fee that should be paid by Party B pursuant to this Agreement.

3. PAYMENT

3.1           General.

(a) In consideration of the Services provided by Party A hereunder, Party B shall pay to Party A during the term of this Agreement a consulting services fee (the “Consulting Services Fee”), payable in RMB each quarter, equal to all of its revenue for such quarter based on the quarterly financial statements provided under Clause 5.1 below. Such quarterly payment shall be made within 15 days after receipt by Party A of the financial statements referenced above.

(b) Party B will permit, from time to time during regular business hours as reasonably requested by Party A, or its agents or representatives (including independent public accountants, which maybe Party B’s independent public accountants), (i) to conduct periodic audits of books and records of Party B, (ii) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of Party B (iii) to visit the offices and properties of Party B for the purpose of examining such materials described in clause (ii) above, and (iv) to discuss matters relating to the performance by Party B hereunder with any of the officers or employees of Party B having knowledge of such matters. Party A may exercise the audit rights provided in the preceding sentence at anytime, provided that Party A provides ten days written notice to Party B specifying the scope, purpose and duration of such audit. All such audits shall be conducted in such a manner as not to interfere with Party B’s normal operations.

3.2           Party B shall not be entitled to set off any amount it may claim is owed to it by Party A against any Consulting Services Fee payable by Party B to Party A unless Party B first obtains Party A’s written consent.

3.3           The Consulting Services Fee shall be paid in RMB by wire transfer to a bank account or accounts specified by Party A, as may be specified in writing from time to time.

3.4           Should Party B fail to pay all or any part of the Consulting Service’s Fee due to Party A in RMB under this Clause 3 within the time limits stipulated, Party B shall pay to Party A interest in RMB on the amount overdue based on the three (3) month lending rate for RMB announced

by the Bank of China on the relevant due date.

3.5           All payments to be made by Party B hereunder shall be made free and clear of and without deduction for or on account of tax, unless Party B is required to make such payment subject to the deduction or withholding of tax.

4. FURTHER TERMS OF COOPERATION

4.1 All business revenue of Party B shall be directed in full by Party B into a bank account(s) nominated by Party A.

5. UNDERTAKINGS OF PARTY A

Party B hereby agrees that, during the term of the Agreement:

5.1 Information Covenants. Party B will furnish to Party A:

5.1.1 Preliminary Monthly Reports. Within five (5) days of the end of each calendar month the preliminary income statements and balance sheets of Party B made up to and as at the end of such calendar month, in each case prepared in accordance with the PRC generally accepted accounting principles, consistently applied.

5.1.2 Final Monthly Reports. Within ten (10) days after the end of each calendar month, a final report from Party B on the financial position and results of operations and affairs of Party B made up to and as at the end of such calendar month and for the elapsed portion of the relevant financial year, setting forth in each case in comparative form figures for the corresponding period in the preceding financial year, in each case prepared in accordance with the PRC generally accepted accounting principles, consistently applied.

5.1.3 Quarterly Reports. As soon as available and in any event within forty-five (45) days after each Quarterly Date (as defined below), unaudited consolidated and consolidating statements of income, retained earnings and changes in financial position of the Party B and its subsidiaries, if any, for such quarterly period and for the period from the beginning of the relevant fiscal year to such Quarterly Date and the related consolidated and consolidating balance sheets as at the end of such quarterly period, setting forth in each case actual versus budgeted comparisons and in comparative form the corresponding consolidated and consolidating figures for the corresponding period in the preceding fiscal year, accompanied by a certificate of the chief financial officer of the Party B, which certificate shall state that said financial statements fairly present the consolidated and consolidating financial condition and results of operations, as the case may be, of the Party B and its subsidiaries, if any, in accordance with PRC general accepted accounting principles applied on a consistent basis as at the end of, and for, such period (subject to normal year-end audit adjustments and the preparation of notes for the audited financial statements).

5.1.4 Annual Audited Accounts. Within six (6) months of the end of the financial year, the annual audited accounts of Party B to which they relate (setting forth in each case in comparative form the corresponding figures for the preceding financial year), in each case prepared in accordance with, among others, the PRC generally accepted accounting principles, consistently applied.

5.1.5 Budgets. At least 90 days before the first day of each financial year of Party B, a budget in form satisfactory to Party A (including budgeted statements of income and sources and uses of cash and balance sheets) prepared by Party B for each of the four financial quarters of such financial year accompanied by the statement of the chief financial officer of Party B to the effect that, to the best of his knowledge, the budget is a reasonable estimate for the period covered thereby.

5.1.6 Notice of Litigation. Promptly, and in any event within one (1) business day after an officer of Party B obtains knowledge thereof, notice of (i) any litigation or governmental proceeding pending against Party B which could materially adversely affect the business, operations, property, assets, condition (financial or otherwise) or prospects of Party B and (ii) any other event which is likely to materially adversely affect the business, operations, property, assets, condition (financial or otherwise) or prospects of Party B.

5.1.7 Other Information. From time to time, such other information or documents (financial or otherwise) as Party A may reasonably request For purposes of this Agreement, a “Quarterly Date” shall mean the last day of March, June, November and December in each year, the first of which shall be the first such day following the date of this Agreement; provided that if any such day is not a business day in the PRC, then such Quarterly Date shall be the next succeeding business day in the PRC.

5.2 Books, Records and Inspections. Party B will keep proper books of record and account in which full, true and correct entries in conformity with generally accepted accounting principles in the PRC and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. Party B will permit officers and designated representatives of Party A to visit and inspect, under guidance of officers of Party B, any of the properties of Party B, and to examine the books of record and account of Party B and discuss the affairs, finances and accounts ofParty B with, and be advised as to the same by, its and their officers, all at such reasonable times and intervals and to such reasonable extent as Party A may request .

5.3 Corporate Franchises. Party B will do or cause to be done, all things necessary to preserve and keep in full force and effect its existence and its material rights, franchises and licenses.

5.4 Compliance, with Statutes, etc. Party B will comply with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all governmental bodies, in respect of the conduct of its business arid the ownership of its property, including without limitation maintenance of valid and proper government approvals and licenses necessary to provide the services, except that such noncompliances could not, in the aggregate, have a material adverse effect on the business, operations, property, assets, condition (financial or otherwise) or prospects of Party B.

6. NEGATIVE COVENANTS

Party B covenants and agrees that, during the term of this Agreement, without the prior written consent of Party A.

6.1 Equity. Party B will not issue, purchase or redeem any equity or debt securities of Party B.

6.2 Liens. Party B will not create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets (real or personal, tangible or intangible) of Party B whether now owned or hereafter acquired, provided that the provisions of this Clause 6.1 shall not prevent the creation, incurrence, assumption or existence of:

6.2.1 Liens for taxes not yet due, or Liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established; and

6.2.2 Liens in respect of property or assets of Party B imposed by law, which were incurred in the ordinary course of business, and (x) which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of Party B or (y) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property of assets subject to any such Lien.

6.3 Consolidation, Merger, Sale of Assets, etc. Party B will not wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or any part of its property or assets, or purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets (other than purchases or other acquisitions of inventory, materials and equipment in the ordinary course of business) of any Person, except that (i) Party B may make sales of inventory in the ordinary course of business and (ii) Party B may, in the ordinary course of business, sell equipment which is uneconomic or obsolete.

6.4 Dividends. Party B will not declare or pay any dividends, or return any capital, to its shareholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock now or hereafter outstanding (or any options or warrants issued by Party B with respect to its capital stock), or set aside any funds for any of the foregoing purposes.

6.5 Leases. Party B will not permit the aggregate payments (including, without limitation, any property taxes paid as additional rent or lease payments) by Party B under agreements to rent or lease any real or personal property to exceed US$100,000 in any fiscal year of Party B.

6.6 Indebtedness. Party B will not Contract, create, incur, assume or suffer to exist any indebtedness, except accrued expenses and current trade accounts payable incurred.in the ordinary course of business, and obligations under trade letters of credit incurred by Party B in the ordinary course of business, which are to be repaid in full not more than one (1) year after the date on which such indebtedness is originally incurred to finance the purchase of goods by Party B.

6.7 Advances, Investment and Loans. Party B will not lend money or credit or make advances to any Person, or purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any other Person, except that Parry A may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with Customary trade terms.

6.8 Transactions with Affiliates. Party B will not enter into any transaction or series of related transactions, whether or not in the ordinary course of business, with any Affiliate of Party B, other than on terms and conditions substantially as favorable to Party B as would be obtainable by Party B at the time in a comparable arm’s-length transaction with a Person other than an Affiliate and with the prior written consent of Party A.

6.9 Capital Expenditures. Party B will not make any expenditure for fixed or capital assets (including, without limitation, expenditures for maintenance and repairs which should be “capitalized in accordance with generally accepted accounting principles in the PRC and including capitalized lease obligations) during any period set forth below (taken as one accounting period) which exceeds in the aggregate for Party B the amount of commencing in the fiscal year.

6.10 Modifications to Debt Arrangements, Agreements or Articles of Association. Party B will not (i) make any voluntary or optional payment or prepayment on or redemption or acquisition for value of (including, without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due) any Existing Indebtedness or (ii) amend or modify, or permit the amendment or modification of, any provision of any Existing Indebtedness or of any agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any of the foregoing or (iii) amend, modify or change its Articles of Association or Business License, or any agreement entered into by it, with respect to its capital stock, or enter into any new agreement with respect to its capital stock.

6.11 Line of Business. Party B will not engage (directly or indirectly) in any business other than those types of business prescribed within the business scope of Party B’s business license except with the prior written consent of Party A.

7. TERM AND TERMINATION

7.1 This Agreement shall take effect on the date of execution of this Agreement and shall remain in full force and effect unless terminated pursuant to Clause 7.2.

7.2 This Agreement may be terminated:

7.2.1 by either Party giving written notice to the other Party if the other Party has committed a material breach of this Agreement (including but not limited to the failure by Party B to pay the Consulting Services Fee) and such breach, if capable of remedy, has not been so remedied within, in the case of breach of a non-financial obligation, 14 days, following receipt of such written notice;

7.2.2 either Party giving written notice to the other Party if the other Party becomes bankruptcy or insolvent or is the subject of proceedings or arrangements for liquidation or dissolution or ceases to carry on business or becomes unable to pay its debts as they come due;

7.2.3 by either Party giving written notice to the other Party if, for any reason, the operations of Party A are terminated;

7.2.4 by either Party giving written notice to the other Party if the business license or any other license or approval material for the business operations of Party B is terminated, cancelled or revoked;

7.2.5 by either Party giving written notice to the other Party if circumstances arise which materially and adversely affect the performance or the objectives of this Agreement; or

7.2.6 by election of Party A with or without reason.

7.3           Any Party electing properly to terminate this Agreement pursuant to Clause 7.2 shall have no liability to the other Party for indemnity, compensation or damages arising solely from the exercise of such right. The expiration or termination of this Agreement shall not affect the continuing liability of Party B to pay any Consulting Services Fees already accrued or due and payable to Party A. Upon expiration or termination of this Agreement, all amounts then due and unpaid to Party A by Party B hereunder, as well as all other amounts accrued but not yet payable to Party A by Party B, shall forthwith become due and payable by Party B to Party A.

8. PARTY B’S REMEDY UPON PARTY A’S BREACH

In addition to the remedies provided elsewhere under this Agreement, Party A shall be entitled to remedies permitted under PRC laws, including without limitation compensation for any direct and indirect losses arising from the breach and legal fees incurred to recover losses from such breach.

9. AGENCY

The Parties are independent contractors, and nothing in this Agreement shall be construed to constitute either Party to be the agent, Partner, legal representative, attorney or employee of the other for any purpose whatsoever. Neither Party shall have the power or authority to bind the other except as specifically set out in this Agreement.

10. GOVERNING LAW AND JURISDICTION

10.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the PRC.

10.2 Arbitration. Any dispute arising from, out of or in connection with this Agreement shall be settled through friendly consultations between the Parties. Such consultations shall begin immediately after on~ Party has delivered to the other Party a written request for such consultation. If within ninety (90) days following the date on which such notice is given, the dispute cannot be settled through consultations, the dispute shall, upon the request of any Shareholder with notice to the other Party, be submitted to arbitration in China under the auspices of China International Economic and Trade Arbitration Commission (the “CIETAC”). The Parties shall jointly appoint a qualified interpreter for the arbitration proceedings and shall be responsible for sharing in equal portions the expenses incurred by such appointment.

10.3 Number and Selection of Arbitrators. There shall be three (3) arbitrators. Party B shall select one (1) arbitrator and Party A shall select one (1) arbitrator, and both arbitrator shall be selected within thirty (30) days after giving or receiving the demand for arbitration. Such arbitrators shall be freely selected, and the Parties shall not be limited in their selection to any prescribed list. The chairman of the C1ETAC shall select the third arbitrator. If a Party does not appoint an arbitrator who has consented to participate within thirty (30) days after the selection of the first arbitrator, the relevant appointment shall be made by the chairman of the CIETAC.

10.4 Language. Unless otherwise provided by the arbitration rules of CIETAC, the arbitration proceeding shall be conducted in English. The arbitration tribunal shall apply the arbitration rules of the CIETAC in effect on the date of the signing of this Agreement However, if such rules are in conflict with the provisions of this Clause, including the provisions concerning the appointment of arbitrators, the provisions of this Clause shall prevail. ‘

10.5 Cooperation; Disclosure. Each Party shall cooperate with the other Party in making full disclosure of and providing complete access to all information and documents requested by the other Party in connection with such proceedings, subject only to any confidentiality obligations binding on such Parties.

10.6 Jurisdiction. Judgment upon the award rendered by the arbitration may be entered into by any court having jurisdiction, or application may be made to such court for a judicial recognition of the award or any order of enforcement thereof.

10.7 Continuing Obligations. During the period when a dispute is being resolved, the Parties shall in all other respects continue their implementation of this Agreement.

11. ASSIGNMENT

No part of this Agreement shall be assigned or transferred by either Party without the prior written consent of the other Party. Any such assignment or transfer shall be void. Party A, however, may assign its rights and obligations hereunder to an Affiliate.

12. NOTICES                                           .

Notices or other communications required to be given by any party pursuant to this Agreement shall be written in English and Chinese and delivered personally or sent by registered mail or postage prepaid mail or by a recognized courier service or by facsimile transmission to the address of relevant each party or both parties set forth below or other address of the party or of the other addressees specified by such party from time to time. The date when the notice is deemed to be duly served shall be determined as the follows: (a) a notice delivered personally is deemed duly served upon the delivery; (b) a notice sent by mail is deemed duly served the, tenth (10th) day after the date when the air registered mail with postage prep aid has been sent out (as is shown on the postmark), or the fourth (4th) day after the delivery date to the internationally recognized courier service agency; and (c) a notice sent by facsimile transmission is deemed duly served upon the receipt time as is shown on the transmission confirmation of relevant documents.

Party A:	Harbin ZhongQiang Power-Tech Co., Ltd
Address:	No.1 Weiyou Road, Economy and Technology Development zone,
	Shuangcheng City, Heilongjiang Province, China (150100)
Fax:	86-451-53116419
Phone:	86-451-53118471

Party B:	Heiongjiang ZhongQiang Power-Tech Co., Ltd.
Address:	No.1 Weiyou Road, Economy and Technology Development zone,
	Shuangcheng City, Heilongjiang Province, China (150100)
Fax:	86-451-53116419
Phone:	86-451-53118471

13. GENERAL

13.1 The failure to exercise or de]ay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

13.2 Should any Clause or any part of any Clause contained in this Agreement be declared invalid or unenforceable for any reason whatsoever, all other Clauses or parts of Clauses contained in this Agreement shall remain in full force and effect.

13.3 This Agreement constitutes the entire agreement between the Parties relating to the subject matter o~ this Agreement and supersedes all previous agreements.

13.4 No amendment or variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the Parties.

13.5 This Agreement shall be executed in two originals in English.

IN WITNESS WHEREOF both parties hereto have caused this Agreement to be duly executed by their legal representatives and duly authorized representatives on their behalf as of the date first set forth above. ‘

PARTY A:

Harbin ZhongQiang Power-Tech Co., Ltd

By: /s/ Zhiguo Fu

Name: Zhiguo Fu

Title:   Chairman

PARTY B:

Heilongjiang ZhongQiang Power-Tech Co., Ltd.

By: /s/ Zhiguo Fu

Name: Zhiguo Fu

Title:   Chairman

EX-10.2

OPERATING AGREEMENT

(English Translation)

This Operating Agreement (this “Agreement”) is dated 09/08/2004 and is entered into between and among Harbin ZhongQiang Power-Tech Co., Ltd. a company incorporated under the laws of the PRC (Party A), located at No.1 Weiyou Road, Economy and Technology Development zone, Shuangcheng City, Heilongjiang Province, China (150100), and Heilongjiang ZhongQiang Power-Tech Co., Ltd., a company with joint stock limited liability organized under the laws of the PRC (“Party B”), with a registered address at No.1 Weiyou Road, Economy and Technology Development zone, Shuangcheng City, Heilongjiang Province, China (150100)., and each of the shareholders of Party B listed on Appendix 1 (“Shareholders”). Party A, Party B, Chairman and Shareholders are collectively referred to in this Agreement as the “Parties.”

RECITALS

1. Party A has technological expertise in technological expertise in battery technology research and development and marketing.

2. Party B is a battery development and manufacturing company with joint stock limited liability duly incorporated in Beijing under PRC law.

3. The Chairman is the chairman and a shareholder of Party B; the Shareholders are shareholders of Party B. Chairman and Shareholders collectively own over 100% of the equity interests of Party B;

4. Party A has established a business relationship with Party B by entering into the “Consulting Services Agreement” (hereinafter referred to as the “Services Agreement”)

5. Pursuant to the above-mentioned agreement between Party A and Party B, Party B shall pay certain consulting fees to Party A.

6. The Parties are entering into this Agreement define and clarify the relationship between Party A and Party B, relating to Party B’s operations.

NOW THEREFORE, all parties of this Agreement hereby mutually agree as follows:

1. Party A agrees, subject to the satisfaction of the relevant provisions by Party B herein, as the guarantor for Party B in the contracts, agreements or transactions in connection with Party B’s operation between Party B and any other third party, to provide full guarantee for the performance of such contracts, agreements or transactions by Party B. Party B agrees, as a counter-guarantee, to pledge all of its assets, including accounts receivable, to Party A. According to the aforesaid guarantee, Party A wishes to enter into written guarantee agreements with Party B’s counter-parties thereof to assume liability as the guarantor when and if needed; therefore, Party B, the Chairman and Shareholders shall take all necessary actions (including but not limited to executing and delivering relevant documents and filing of relevant registrations) to carry out the arrangement of counter-guarantee to Party A.

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2. In consideration of the requirement of Article I herein and assuring the performance of the various operation agreements between Party A and Party B and the payment of the payables accounts by Party B to Party A, Party B together with the Chairman and the Shareholders hereby jointly agree that Party B shall not conduct any transaction which may materially affects its assets, obligations, rights or the operations of Party B (excluding the business contracts, agreements, sell or purchase assets during Party B’s regular operation and the lien obtained by relevant counter parties due to such agreements) prior written consent of Party A, including but not limited to the following:

2.1           To borrow money from any third party or assume any debt;

2.2 To sell, license, transfer, or acquire from or to any third party any asset or right, including but not limited to any intellectual property right;

2.3 To provide any guarantees to any third parties using its assets or intellectual property rights;

2.4 To assign to any third party and of its business agreements.

3. In order to ensure the performance of the various operational agreements between Party A and Party B and the payment of the various payables by Party B to Party A, Party B together with the Chairman and the Shareholders hereby jointly agree to accept, from time to time, advice regarding corporate policy advise provided by Party A in connection with company’s daily operations, financial management and the employment and dismissal of the company’s employees.

4. Party B together with the Chairman and the Shareholders hereby jointly agree that the Chairman and the Shareholders shall appoint the person recommended by Party A as the directors of Party B, and Party B shall appoint Party A’s senior managers as Party B’s General Manager, Chief Financial Officer, and other senior officers. If any of the above senior officers leaves or is dismissed by Party A, he or she will lose the qualification to take any position in Party B and Party B shall appoint other senior officers of Party A recommended by Party A to take such position. The person recommended by Party A in accordance with this Article herein should comply with the stipulation on the qualifications of directors, General Manager, Chief Financial Officer, and other. senior officers pursuant to applicable law.

5. Party B together with the Chairman and the Shareholders hereby jointly agree and confirm that Party B shall seek the guarantee from Party A first if it needs any guarantee for its performance of any, contract or loan of flow capital in the course of operation.

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In such case, Party A shall have the right but not the obligation to provide the appropriate guarantee to Party B on its own discretion. If Party A decides not to provide such guarantee, Party A shall issue a written notice to Party B immediately and Party B shall seek a guarantee from other third party.

6. In the event that any of the agreements between Party A and Party B terminates or expires, Party A shall have the right but not the obligation to terminate all agreements between Party A and Party B including but not limited to the Services Agreement

7. Any amendment and supplement of this Agreement shall be made in writing. The amendment and supplement duly executed by all parties shall be deemed as a part of this Agreement and shall have the same legal effect as this Agreement.

8. If any clause hereof is judged as invalid or non-enforceable according to applicable laws, such clause shall be deemed invalid only with respect to the affected clauses, and without affecting other clauses hereof in any way.

9. Party B shall not assign its rights and obligations under this Agreement to any third party without the prior written consent of Party A. Party B hereby agrees that Party A may assign its rights and obligations under this Agreement at its discretion and such transfer shall only be subject to a written notice sent to Party B by Party A, and no any further consent from Party B will be required.

10. All parties acknowledge and confirm that any oral or written materials communicated pursuant to this Agreement are confidential documents. All parties shall keep secret of all such documents and not disclose any such documents to any third party without prior written consent (except the written consent of the Shareholders shall not be required) from other parties except under the following conditions: (a) such documents are known or shall be known by the public (excluding the receiving party discloses such documents to the public without authorization); (b) any documents disclosed iii accordance with applicable laws or rules or regulations of stock exchange; (c) any documents required to be disclosed by any party to its legal counsel or financial consultant for the purpose of the transaction of this Agreement by any party, and such legal counsel or financial consultant shall also comply with the confidentiality as stated hereof. Any disclosure by employees or agencies employed by any party shall be deemed the disclosure of such party and such party shall assume the liabilities for its breach of contract pursuant to this Agreement. This Article shall survive termination of this Agreement

11. This Agreement shall be governed by and construed in accordance with the laws of the PRC.

12. The parties shall strive to settle any dispute arising from the interpretation or performance of this Agreement through friendly consultation. In case no settlement can be reached through consultation, each party can submit such matter to China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration in accordance with its rules of CIETAC. The arbitration proceedings shall take place in Beijing and shall be conducted in Chinese. Any resulting arbitration award shall be final and conclusive and binding upon all the parties.

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13. This Agreement shall be executed by a duly authorized representative of each party as of the date first written above and become effective simultaneously.

14. Notwithstanding Article 13 hereof, the parties confirm that this Agreement shall constitute the entire agreement of the Parties with respect to the subject matters therein and supersedes and replaces all prior or contemporaneous verbal and written agreements and understandings.

15. The term of this agreement is ten (10) years unless early termination occurs in accordance with relevant provisions herein or in any other relevant agreements reached by all parties. This Agreement may be extended only upon Party A’s written confirmation prior to the expiration of this Agreement and the extended term shall be determined by the Parties hereto, through mutual consultation. During the aforesaid term, if Party A or Party B is terminated at expiration of the operation term (including any extension of such term) or by any other reason, this Agreement shall be terminated upon such termination of such party, unless such party has already assigned its rights and obligations in accordance with Article 9 hereof.

16. This Agreement shall be terminated on the expiration date unless it is renewed in accordance with the relevant provision herein. During the valid term of this Agreement, Party B shall not terminate this Agreement. Notwithstanding the above stipulation, Party A shall have the right to terminate this Agreement at any time by issuing a thirty (30) days prior written notice to Party B.

17. This Agreement has been executed in duplicate originals, each Party has received one (1) duplicate original, and all originals shall be equally valid.

IN WITNESS WHEREOF each party hereto have caused this Agreement to be duly executed by itself or a duly authorized representative on its behalf as of the date first set forth above.

PARTY A:

Harbin ZhongQiang Power-Tech Co., Ltd

By: /s/ Zhiguo Fu

Name: Zhiguo Fu

Title:   Chairman

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PARTY B:

Heilongjiang ZhongQiang Power-Tech Co., Ltd.

By: /s/ Zhiguo Fu

Name: Zhiguo Fu

Title:   Chairman

/s/Zhiguo Fu

/s/Xiuhua Tang

/s/Dongmei Chen

/s/Guifen Zuo

/s/Huanyu Wang

/s/Yaozhen Li

/s/Yaman Tao

/s/Guohua Wan

/s/Guopeng Gao

/s/Hongjun Si

/s/Jianjun Chen

/s/Lijian Gao

/s/Ping Gong

/s/Min Wang

/s/Chunli Tian

/s/Shuqin Ai

5

EX-10.3

PROXY AGREEMENT

(English Translation)

This Proxy Agreement (the “Agreement”) is entered into as of 09/08/2004 between Harbin ZhongQiang Power-Tech Co., Ltd. a company incorporated under the laws of the PRC, (“Party A” or “Proxy Holder”), and Heilongjiang ZhongQiang Power-Tech Co., Ltd., a company with joint stock limited liability organized under the laws of the PRC (‘Party B”), with a registered address at No.1 Weiyou Road, Economy and Technology Development zone, Shuangcheng City, Heilongjiang Province, China (150100), (“Party B“), Mr. Zhiguo Fu, chairman and shareholder of Party B (“Chairman”), and each of the parties listed on Appendix 1 of this Agreement (“Shareholders”). In this Agreement, Party A, Party B, the Chairman and the Shareholders are referred to collectively in this Agreement as the “Parties” and each of them is referred to as a ”Party”.

RECITALS

A. The Chairman and the Shareholders hold a majority of the outstanding shares of Heilongjiang ZhongQiang Power-Tech Co., Ltd, a company with joint stock limited liability organized under the laws of the PRC (the “Company”);

B. The Chairman and each of the Shareholders are willing to entrust the person designated by the Proxy Holder with their voting rights (with respect to shares held by each such party) without any limitations, at any shareholder meeting of the Company.

NOW THEREFORE, the parties agree as follows:

1. The Chairman hereby agrees to irrevocably grant the person designated by the Proxy Holder with the right to exercise his shareholder voting rights and other shareholder right, including the attendance at and the voting of such shares at the shareholder’s meeting of Company (or by written consent in lieu of a meeting) in accordance with applicable laws and its Article of Association, including but not limited to the rights to sell or transfer all or any of his equity interests of the Company, and appoint and vote the directors and Chairman as the authorized representative of the shareholders of Company.

2. The Proxy Holder agrees to designate the person who accepts the authority granted by the Chairman pursuant to the Article 1 of this Agreement, and the designated person shall represent the Chairman to exercise the Chairman’s shareholder voting rights and other shareholder rights pursuant to this Agreement.

3. Each Shareholder hereby agrees to irrevocably grant the person designated by the Proxy Holder with the right to exercise his, her or its shareholder voting rights and other shareholder right, including the attendance at and the voting of such shares at the shareholder’s meeting of Company (or by written. consent in lieu of a meeting) in accordance with applicable laws and its Articles of Association, including but not limited to the rights to sell or transfer all or any of his equity interests of the Company, and appoint and vote the directors and the Chairman as the authorized representative of the shareholders of Company.

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4. The Proxy Holder agrees to designate the person who accepts the authority granted by the Shareholders hereunder pursuant to the Article 1 of this Agreement, and the designated person shall represent the Shareholders to exercise the Shareholders’ voting rights and other shareholder rights pursuant to this Agreement.

5. The Chairman and the Shareholders hereby acknowledge that, whatever any change with the equity interests of Company, they shall both entrust the person designated by the Proxy Holder with all shareholder’s voting rights and all the rights of shareholders; if the Chairman and the Shareholders transfer their equity interests of Company to any individual or company, the Proxy Holder, or the individuals or entities designated by the Proxy Holder (the “Transferee”), they shall compel and assure that such Transferee sign an agreement with the same terms and conditions of this Agreement granting the Proxy Holder the shareholder rights of Transferee.

6. The Chairman and the Shareholders hereby acknowledge that the obligations of the Chairman and the Shareholders under this Agreement are separate, and if one such party shall no longer be a shareholder of the Company, the obligations of the other party shall remain intact.

7. The Chairman and the Shareholders hereby acknowledge that if the Proxy Holder withdraws the appointment of the relevant person, the Proxy Holder will withdraw the appointment and authorization to this person and authorize other persons, in substitution, designated by the Proxy Holder for exercising shareholder voting rights and other rights of themselves at the shareholder meetings of the Company.

8. This Agreement has been duly executed by the parties’ authorized representatives as of the date first set forth above and shall be effective simultaneously.

9. The effective term shall be ten (10) years and may be extended by the written agreement among the Parties upon the expiration of this Agreement

10. Any amendment and/or rescission shall be agreed by the Parties in writing.

IN WITNESS WHEREOF each party hereto have caused this Agreement to be duly executed by itself or a duly authorized representative on its behalf as of the date first written above.

PARTY A:

Harbin ZhongQiang Power-Tech Co., Ltd

2

By: /s/ Zhiguo Fu

Name: Zhiguo Fu

Title:   Chairman

PARTY B:

Heilongjiang ZhongQiang Power-Tech Co., Ltd.

By: /s/ Zhiguo Fu

Name: Zhiguo Fu

Title:   Chairman

CHAIRMAN:

/s/Zhiguo Fu

SHAREHOLDERS:

/s/Zhiguo Fu

/s/Xiuhua Tang

/s/Dongmei Chen

/s/Guifen Zuo

/s/Huanyu Wang

/s/Yaozhen Li

/s/Yaman Tao

/s/Guohua Wan

/s/Guopeng Gao

/s/Hongjun Si

/s/Jianjun Chen

/s/Lijian Gao

/s/Ping Gong

/s/Min Wang

/s/Chunli Tian

/s/Shuqin Ai

3

EX-10.4

OPTION AGREEMENT

(English Translation)

This Option Agreement (this “Agreement”) is entered into as of 09/08/2004 between and among Harbin ZhongQiang Power-Tech Co., Ltd, a company incorporated under the laws of the PRC (Party A), located at No.1 Weiyou Road, Economy and Technology Development zone, Shuangcheng City, Heilongjiang Province, China (150100), and Heilongjiang ZhongQiang Power-Tech Co., Ltd., a company with joint stock limited liability organized under the laws of the PRC (“Party B”), with a registered address at No.1 Weiyou Road, Economy and Techno1ogy Development zone, Shuangcheng City, Heilongjiang Province, China (150100),., Mr. Zhiguo Fu, chairman and shareholder of Party B (“Chairman”), and each of the shareholders of Party B listed on Appendix I of this Agreement (the “Shareholders”) In this Agreement, Party A, Party B, the Chairman and the Shareholders are referred to collectively in this Agreement as the “Parties” and each of them is referred to as a

RECITALS

A. Party A is a company incorporated in PRC under the laws of the PRC which has the technological expertise in battery technology research and development and marketing

B. Party B is a battery manufacturing company with limited liability incorporated in Shuangcheng, Heilongjiang China.

C. The Chairman and the Shareholders are shareholders of Party B. The Chairman and the Shareholders collectively own more than 100% of the outstanding equity interest in Party B (each, an “Equity Interest” and collectively the “Equity Interests”);

D. A series of agreements such as the Consulting Services Agreement (the “Service Agreement”) have been entered into between Party A and Party B concurrently with this Agreement;

E. An Equity Pledge Agreement (the “Equity Pledge Agreement”) has been entered into by the Parties concurrently herewith;

F. The Parties are entering into this Option Agreement in conjunction with the Pledge Agreement, Consulting Services Agreement and related agreements.

NOW, THEREFORE, the Parties to this Agreement hereby agree as follows:

I. Option Grant

1.1 Grant of Rights. The Chairman and the Shareholders (hereafter collectively referred to as the “Transferor”) hereby irrevocably grants to Party A an option to purchase or cause any person designated by Party A (“Designated Person”) to purchase, to the extent permitted under PRC Law, according to the steps determined by Party A, at the price specified in Section 1.3 of this Agreement, at any time from the Transferor a portion or all of the equity interests held by Transferor in Party B (the “Option”). No option or similar right shall be granted by Transferor to any third party other than Party A and/or the Designated Persons. Party B hereby agrees to the granting of the Option by The Chairman and the Shareholders to Party A and/or the Designated Persons. The “person” set forth in this clause and this Agreement means an individual corporation, joint venture, partnership, enterprise, trust or a non-corporation organization

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1.2 Exercise of Rights. According to the stipulations of PRC laws and regulations, Party A and/or the Designated Persons may exercise Option by issuing a written notice (the “Notice”) to the Transferor and specifying the equity interest purchased from Transferor (the “Purchased Equity Interest”) and the manner of purchase.

1.3 Purchase Price.

1.3.1 For Party A to exercise the Option, the purchase price of the Purchased Equity Interest (“Purchase Price”) shall be equal to the original paid-in price of the Purchased Equity Interest by the Transferor, unless the applicable PRC laws and regulations require appraisal of the equity interests or stipulate other restrictions on the purchase price of equity interests.

1.3.2 If the applicable PRC laws require appraisal of the equity interests or stipulates other restrictions on the purchase price of the Equity Interest at the time that Party A exercise the Option, the Parties agree that the Purchase Price shall be set at the lowest price permissible under the applicable laws.

1.4 Transfer of the Purchased Equity Interest. Upon each exercise of the Option rights under this Agreement:

1.4.1Party B shall convene a shareholders’ meeting upon request by the Transferor, and Transferor agrees to call such meeting. During the meeting, resolutions shall be proposed, approving the transfer of the appropriate Equity Interest to Party A and/or the Designated

Persons;

1.4.2 The Transferor shall, upon the terms and conditions of this Agreement and the Notice related to the Purchased Equity Interest, enter into Equity Interest purchase agreement in a form reasonably acceptable to Party A, with Party A and/or the Designated Persons (as applicable);

1.4.3 The related parties shall execute all other requisite contracts, agreements or documents, obtain all requisite approval and consent of the government, conduct all necessary actions, without any security interest, transfer the valid ownership of the Purchased Equity Interest to Party A and/or the Designated Persons, and cause Party A and/or the Designated Persons to be the registered owner of the Purchased Equity Interest. In this clause and this Agreement, “Security Interest” means any mortgage, pledge, the right or interest of the third party, any purchase right of equity interest, right of acquisition, right of first refusal, right of set-off, ownership detainment or other security arrangements, however, it does not include any security interest created under the Equity Pledge Agreement.

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1.5 Payment. The payment of the Purchase Price shall be determined by the consultation of Party A and/or the Designated Persons with the Transferor according to the applicable laws at the time of exercise of the Option.

2.           Promises Relating Equity Interest.

2.1           Promises Related to Party B. Party B, the Chairman and the Shareholders hereby promise:

2.1.1 Without prior written consent by Party A, not, in any form, to supplement, change or renew the Articles of Association of Party B, to increase or decrease registered capital of the corporation, or to change the structure of the registered capital in any other forms;

2.1.2 According to customary fiduciary standards applicable to managers with respect to corporations and their shareholders, to maintain the existence of the corporation, prudently and effectively operate the business;

2.1.3 Without prior written consent by Party A, not, upon the execution of this Agreement, to sell, transfer, mortgage or dispose, in any other form, any asset, legitimate or beneficial interest of business or income of Party B, or encumber or approve any encumbrance or imposition of any security interest on Party A’s assets;

2.1.4 Without prior written notice by Party A, not issue or provide any guarantee or permit the existence of any debt, other than (i) the debt arising from normal or daily business but not from borrowing; and (ii) the debt disclosed to Party A and obtained the written consent from Party A;

2.1.5 To normally operate all business to maintain the asset value of Party B, without taking any action or failing to take any action that would result in a material adverse effect on the business or asset value of Party B;

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2.1.6 Without prior written consent by Party A, not to enter into any material agreement, other than agreements in the ordinary course of business (for purposes of this paragraph, if the amount of the Agreement involves an amount that exceeds a hundred thousand Yuan (RMB 100,000) the agreement shall be deemed material);

2.1.7 Without prior written consent by Party A, not to provide loan or credit loan to any others;

2.1.8 Upon the request of Party A, to provide all materials of operation and finance relevant to Party B to the extent they are in possession of such materials;

2.1.9 Purchase and hold insurance from an insurance company acceptable to Party A, and the insurance amount and category shall be the same with those held by the companies in the same industry or field, operating the similar business and owning the similar properties and assets as Party B;

2.1.10 Without prior written consent by Party A, not to cause Party B to merge or associate with any person, or acquire or invest in any person;

2.1.11 To notify Party A of the occurrence or the potential occurrence of the litigation, arbitration or administrative procedure related to the assets, business and income of Party B;

2.1.12 To cause Party B to maintain and preserve its assets, and to execute all requisite or appropriate documents, take all requisite or appropriate actions, and pursue all appropriate claims, or make requisite or appropriate pleas for all claims;

2.1.13 Without prior written notice by Party A, not to assign equity interests to shareholders in any form; however, Party A shall distribute all or part of its distributable profits to their own shareholders upon request by Party A;

2.1.14 According to the request of Party A, to appoint any person designated by Party A to be the directors of Party B.

2.2           Promises Related to Transferor. The Chairman and the Shareholders hereby promise:

2.2.1 Without prior written consent by Party A, not, upon the execution of this Agreement, to sell, transfer, mortgage or dispose in any other form any legitimate or beneficial interest of equity interest, or to approve any other security interest set on it, with the exception of the pledge set on the equity interest of the Transferor subject to Equity Pledge Agreement;

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2.2.2 Without the prior written notice by Party A, not to decide or support or execute any shareholder resolution at any shareholder meeting of Party B that approves any sale, transfer, mortgage or dispose of any legitimate or beneficial interest of equity interest, or allows any other security interest set on it, other than the pledge on the equity interests of Transferor pursuant to Equity Pledge Agreement;

2.2.3 Without prior written notice by Party A, the Parties shall not agree or support or execute any shareholder resolution at any shareholder meeting of Party B that approves Party B’s merger or association with any person, acquisition of any person or investment in any person;

2.2.4 To notify Party A the occurrence or the potential occurrence of the litigation, arbitration or administrative procedure related to the equity interest owned by them;

2.2.5 To cause the Board of Directors of Party B to approve the transfer of the Purchased Equity Interest subject to this Agreement;

2.2.6 In order to keep its ownership of the equity interest, to execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defend against fall claims of compensation;

2.2.7 Upon the request of Party A, to appoint any person designated by Party A to be the directors of Party B;

2.2.8 Upon the request of Party A at any time, to transfer its Equity Interest immediately to the representative designated by Party A unconditionally at any time and abandon its prior right of first refusal of such equity interest transferring to another available shareholder;

2.2.9 To prudently comply with the provisions of this Agreement and other Agreements entered into collectively or respectively by the Transferor, Party B and Party A and perform all obligations under these Agreements, without taking any action or any nonfeasance that sufficiently affects the validity and enforceability of these Agreements;

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3. Representations and Warranties. As of the execution date of this Agreement and every transferring date, Party B, the Chairman and the Shareholders hereby jointly and severally represent and warrant collectively and respectively to Party A as follows:

3.1 It has the power and ability to enter into and deliver this Agreement, and any equity interest transferring Agreement (“Transferring Agreement,” respectively) having it as a party, for every single transfer of the Purchased Equity Interest according to this Agreement, and to perform its obligations under this Agreement and any Transferring Agreement. Upon execution, this Agreement and the Transferring Agreements having it as a party will constitute a legal, valid and binding obligation of it enforceable against it in accordance with its terms;

3.2 To its knowledge and without independent verification, the execution, delivery of this Agreement and any Transferring Agreement and performance of the obligations under this Agreement and any Transferring Agreement will not: (i) cause to violate any relevant laws and regulations of PRC; (ii) constitute a conflict with its Articles of Association or other organizational documents (if an entity); (iii) cause to breach any Agreement or instruments to which it is a party or having binding obligation on it, or constitute the breach under any Agreement or instruments to which it is a party or having binding obligation on it; (iv) cause to violate relevant authorization of any consent or approval to it and/or any continuing valid condition; or (v) cause any consent or approval authorized to it to be suspended, removed, or into which other requests be added;

3.3 The shares of Party B are transferable, and Party B has not permitted or caused any security interest to be imposed upon the shares of Party B.

3.4 Party B does not have any unpaid debt, other than (i) debt arising from its normal business; and (ii) debt disclosed to Party A and obtained by written consent of Party A;

3.5 Party B has complied with all PRC laws and regulations applicable to the acquisition of assets and securities in connection with this Agreement;

3.6 No litigation, arbitration or administrative procedure relevant to the Equity Interests and assets of Party B or Party B itself is in process or to be settled and the Parties have no knowledge of any pending or threatened claim;

3.7 The Transferor bears the fair and salable ownership of its Equity Interest free of encumbrances of any kind, other than the security interest pursuant to the Equity Pledge Agreement.

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4. Assignment of Agreement

4.1 Party B, the Chairman and the Shareholders shall not transfer their rights and obligations under this Agreement to any third party without the prior written consent of the Party A.

4.2 Party B, the Chairman and the Shareholders hereby agree that Party A shall be able to transfer all of its rights and obligation under this Agreement to any third party with its needs, and such transfer shall only be subject to a written notice sent to Party B, the Chairman and the Shareholders by Party A, and no any further consent from Party B, the Chairman and the Shareholders will be required.

5.           Effective Date and Term

5.1 This Agreement shall be effective as of the date first set forth above.

5.2 The term of this Agreement is ten (10) years unless the early termination in accordance with this Agreement or other terms of the relevant agreements stipulated by the Parties. This Agreement may be extended according to the written consent of Party A before the expiration of this Agreement. The term of extension will be decided unanimously through mutual agreement of the Parties.

5.3 If Party A or Party B terminates by the expiration of its operating period (including any extended period) or other causes in the term set forth in Section 5.2, this Agreement shall be terminated simultaneously, except Party A has transferred its rights and obligations in accordance with Section 4.2 of this Agreement

6.           Applicable Law and Dispute Resolution

6.1 Applicable Law. The execution, validity, construing and performance of this Agreement and the resolution of disputes under this Agreement shall be governed by the laws of PRC.

6.2 Dispute Resolution. The parties shall strive to settle any dispute arising from the interpretation or performance in connection with this Agreement through friendly consultation. In case no settlement can be reached through consultation within thirty (30) days after such dispute is raised, each party can submit such matter to China International Economic and Trade Arbitration Commission (the “CIETAC”) in accordance with its rules. Arbitration shall take place in Beijing and the proceedings shall be conducted in Chinese. Any resulting arbitration award shall be final conclusive and binding upon both parties.

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7.           Taxes and Expenses. Each Party shall, according to the PRC laws, bear any and all registering taxes, costs and expenses for equity transfer arising from the preparation and execution of this Agreement and all Transferring Agreements, and the completion of the transactions under this Agreement and all Transferring Agreements.

8.Notices. Notices or other communications required to be given by any party pursuant to this Agreement shall be written in English and Chinese and delivered personally or sent by registered mail or postage prep aid mail or by a recognized courier service or by facsimile transmission to the address of relevant each party or both parties set forth below or other address of the party or of the other addressees specified by such party from time to time. The date when the notice is deemed to be duly served shall be determined as the follows: (a) a notice delivered personally is deemed duly served upon the delivery; (b) a notice sent by mail is deemed duly served the tenth (10th) day after the date when the air registered mail with postage prepaid has been sent out (as is shown on the postmark), or the fourth (4th) day after the delivery date to the internationally recognized courier service agency; and (c) a notice sent by facsimile transmission is deemed duly served upon the receipt time as is shown on the transmission confirmation of relevant documents.

Party A:   Harbin ZhongQiang Power-Tech Co., Ltd

Address:  No.1 Weiyou Road, Economy and Technology Development zone,Shuangcheng City, Heilongjiang Province, China (150100)

Fax:          86-451-53116419

Phone:     86-451-53118471

Party B:   Heilongjiang ZhongQiang Power-Tech Co., Ltd.

Address:

Fax:          86-451-53116419

Phone:     86-451-53118471

Chairman:                           To the address printed on the signature page hereto.

Shareholders: To the respective addresses printed on the signature pages hereto.

9.           Confidentiality.  The Parties acknowledge and confirm any oral or written materials exchanged by the Parties in connection with this Agreement are confidential. The Parties shall maintain the secrecy and confidentiality of all such materials: Without the written approval by the other Parties (except that written approval of the Shareholders shall not be required), any Party shall not disclose to any third party any relevant materials, but the following circumstances shall be excluded:

9.1 The materials that is known or may be known by the general public (but not include the materials disclosed by each party receiving the materials);

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9.2 The materials required to be disclosed subject to the applicable laws or the rules or provisions of stock exchange; or

9.3 The materials disclosed by each Party to its legal or financial consultant relating the transaction of this Agreement, and this legal or financial consultant shall comply with the confidentiality set forth in this Section. The disclosure of the confidential materials by staff or employed institution of any Party shall be deemed as the disclosure of such materials by such Party, and such Party shall bear the liabilities for breaching the contract. This clause shall survive whatever this Agreement is invalid, amended, revoked, terminated or unable to implement by any reason.

10. Further Warranties. The Parties agree to promptly execute documents reasonably required to perform the provisions and the aim of this Agreement or documents beneficial to it, and to take actions reasonably required to perform the provisions and the aim of this Agreement or actions beneficial to it

11.           Miscellaneous.

11.1 Amendment, Modification and Supplement. Any amendment and supplement to this Agreement shall only be effective is made by the Parties in writing.

11.2 Entire Agreement. Notwithstanding the Article 5 of this Agreement, the Parties acknowledge that this Agreement constitutes the entire agreement of the Parties with respect to the subject matters therein and supercede and replace all prior or contemporaneous agreements and understandings in verb or/and in writing.

11.3 Severability. If any provision of this Agreement is judged as invalid or non-enforceable according to relevant Laws, the provision shall be deemed invalid only within the applicable laws and regulations of the PRC, and the validity, legality and enforceability of the other provisions hereof shall not be affected or impaired in any way. The Parties shall, through fairly consultation, replace those invalid, illegal or non-enforceable provisions with valid provisions that may bring the similar economic effects with the effects caused by those invalid, illegal or non-enforceable provisions.

11.4 Headings. The headings contained in this Agreement are for the convenience of reference only and shall not affect the interpretation, explanation or in any other way the meaning of the provisions of this Agreement

11.5 Language and Copies. This Agreement has been executed in Chinese in duplicate originals; each Party holds one (1) original and each duplicate original shall have the same legal effect

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11.6 Successor. This Agreement shall bind and benefit the successor of each Party and the transferee allowed by each Party.

11.7 Survival. Any obligation taking place or at term hereof prior to the end or termination ahead of the end of this Agreement shall continue in force and effect notwithstanding the occurrence of the end or termination ahead of the end of the Agreement Article 6, Article 8, Article 9 and Section 11.7 hereof shall continue in force and effect after the termination of this Agreement.

11.8 Waiver. Any Party may waive the terms and conditions of this Agreement in writing with the signature of the Parties. Any waiver by a Party to the breach by other Parties within certain situation shall not be construed as a waiver to any similar breach by other Parties within other situations.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first set forth above.

PARTY A:

Harbin ZhongQiang Power-Tech Co., Ltd

By: /s/ Zhiguo Fu

Name: Zhiguo Fu

Title:   Chairman

PARTY B:

Heilongjiang ZhongQiang Power-Tech Co., Ltd.

By: /s/ Zhiguo Fu

Name: Zhiguo Fu

Title:   Chairman

CHAIRMAN:

/s/Zhiguo Fu

SHAREHOLDERS:

/s/Zhiguo Fu

/s/Xiuhua Tang

/s/Dongmei Chen

/s/Guifen Zuo

/s/Huanyu Wang

/s/Yaozhen Li

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/s/Yaman Tao

/s/Guohua Wan

/s/Guopeng Gao

/s/Hongjun Si

/s/Jianjun Chen

/s/Lijian Gao

/s/Ping Gong

/s/Min Wang

/s/Chunli Tian

/s/Shuqin Ai

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EX-10.5

EQUITY PLEDGE AGREEMENT

(English Translation)

This Equity Pledge Agreement (hereinafter this “Agreement”) is dated 09/08/2004, and is entered into between Harbin ZhongQiang Power-Tech Co., Ltd., a company incorporated under the laws of the PRC (“Pledgee”), and each of the shareholders of Party B listed on Appendix 3 and the signature pages hereto (collectively, the “Pledgors”), a company with joint stock limited liability registered in Shuancheng, China.

RECITALS

1. The Pledgee, a joint stock limited liability company registered in Shuangcheng, Heilongjiang Province, the People’s Republic of China (hereinafter “PRC”), has been licensed by the PRC relevant government authority to carry on the business of Polymer Lithium-ion battery manufacturing and sale. (except the items not obtained the specified approval).

2. Each Pledgors are the citizens of PRC. The Pledgors collectively own over 100% of the outstanding equity interests of Heilongjiang ZhongQiang Power-Tech Co., Ltd (HZQPT).

3. Pledgee and HZQPT executed a Consulting Services Agreement (hereinafter “Consulting Services Agreement” or “Services Agreement”) concurrently herewith, and such agreement has a term of 10 years. Based on this agreement, HZQPT shall pay technical consulting and service fees (hereinafter the “Consulting Services Fees” or “Services Fee”) to Pledgee for offering consulting and related services.

4. In order to ensure that HZQPT will perform its obligations under the Consulting Services Agreement, and the Pledgee can normally collect the Consulting Services Fees from HZQPT, the Pledgors agree to pledge all their equity interest in HZQPT as security for the performance of the obligations of HZQPT under the Consulting Services Agreement and the payment of Consulting Services Fees under such agreement.

NOW THEREFORE, the Pledgee, HZQPT and the Pledgors through mutual negotiations hereby enter into this Agreement based upon the following terms

1.           Definitions and Interpretation. Unless otherwise provided in this Agreement, the following terms shall have the following meanings:

1.1           “Pledge” refers to the full content of Section 2 hereunder.

1.2           “Equity Interest” refers to all the equity interest in HZQPT legally held by the Pledgors.

1.3           “Term of Pledge” refers to the period provided for under Section 3.2 hereunder.

1.4           “Event of Default” refers to any event in accordance with Section 7.1 hereunder.

1.5           “Notice of Default” refers to the notice of default issued by the Pledgee in accordance with this Agreement.

2.           Pledge. The Pledgors agree to pledge their equity interest in HZQPT to the Pledgee (“Pledged Collateral”) as a security for the obligations of HZQPT under the Consulting Services Agreement. Pledge under this Agreement refers to the rights owned by the Pledgee, who shall be entitled to a priority in receiving payment by the evaluation or proceeds from the auction or sale of the equity interest pledged by the Pledgors to the Pledgee.

3.           Term of Pledge.

3.1           The Pledge shall take effect as of the date when the equity interest under this Agreement is recorded in the Register of Shareholder of HZQPT. The term of the Pledge shall be for two (2) years after the obligations under the Consulting Services Agreement will have been fulfilled. The parties agree that, if situations allow, they will use their best efforts to register the pledge with the competent Administration for Industry and Commerce at the registration venue of HZQPT.

3.2           During the term of the Pledge, the Pledgee shall be entitled to vote, control, sell, or dispose of the pledged assets in accordance with this Agreement in the event that Pledgors do not perform their obligation under the Consulting Services Agreement and HZQPT fails to pay exclusive technology consulting service fee in accordance with the Consulting Services Agreement.

4.           Physical Possession of Documents.

4.1           During the term of Pledge under this Agreement, the Pledgors shall deliver the physical possession of their certificates representing shares of capital stock of HZQPT (“Share Certificates”) to the Pledgee within one (l) week as of the date of conclusion of this Agreement.

4.2           The Pledgee shall be entitled to collect the dividends for the equity interest.

4.3           The Pledge under this Agreement will be recorded in the Register of Shareholders of HZQPT.

5.           Representation and Warranties of Pledgors.

5.1           The Pledgors are the legal owners of the equity interest pledged.

5.2           The Pledgors have not pledged the equity interest to any other party, and or the equity interest is not encumbered to any other person except for the Pledgee.

6.           Covenants of Pledgors.

6.1           During the effective term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:

6.1.1                                Not transfer or assign the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee;

6.1.2                                Comply with and implement laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five (5) days upon receiving such notices, orders or suggestions; and comply with such notices, orders or suggestions; or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee;

6.1.3                                Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest or any part of its right, and any events or any received notices which may change the Pledgor’s any warranty and obligation under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement.

6.2           The Pledgors agree that the Pledgee’s right to the Pledge obtained from this Agreement shall not be suspended or inhibited by any legal procedure launched by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any such other person.

6.3           The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the Services Fees, the Pledgors shall execute in good faith and cause other parties who have interests the pledge to execute all the title certificates contracts and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.

6.4           The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer of the Share Certificates with the Pledgee or its designated person (natural person or a legal entity) and provide the notice order and decision to the Pledgee by who considers to be necessary within reasonable time

6.5                      The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not perform or fully perform their guarantees, covenants, warranties, representations and conditions.

7.           Events Of Default.

7.1           The following events shall be regarded as the events of default:

7.1.1 This Agreement is deemed illegal by a governing authority in the PRC, or the Pledgor is not capable of continuing to perform the obligations herein due to any reason except force majeure;

7.1.2 HZQPT fails to make full payment of the Services Fees as scheduled under the Service Agreement;

7.1.3 A Pledgor makes any material misleading or mistaken representations or warranties under Section 5 herein, and/or the Piedgor breaches any warranties under Section 5 herein;

7.1.4 A Pledgor breaches the covenants under Section 6 herein;

7.1.5 A Pledgor breaches the term or condition herein;

7.1.6 A Pledgor waives the pledged equity interest or transfers or assigns the pledged equity interest without prior written consent from the Pledgee;

7.1.7 HZQPT is incapable of repaying the general debt or other debt;

7.1.8 The property of the Pledgor is adversely affected causing the Pledgee to believe that the capability of the Pledgor to perform the obligations herein is adversely affected;

7.1.9 The successors or agents of the HZQPT are only able to perform a portion of or refuse to perform the payment obligations under the Service Agreement;

7.1.10 The breach of the other terms by action or inaction under this agreement by the Pledgor.

7.2           The Pledgor shall immediately give a written notice to the Pledgee if the Pledgor is aware of or discovers that any event under Section 7.1 herein or any event that may result in the foregoing events has occurred or is likely to occur.

7.3           Unless the event of default under Section 7.1 herein has been solved to the Pledgee’s satisfaction, the Pledgee, at any time when the event of default occurs or thereafter, may give a written notice of default to the Pledgor and require the Pledgor to immediately make full payment of the outstanding Service Fees under the Service Agreement and other payables or exercise other rights in accordance with Section 8 herein.

8.           Exercise of Remedies.

8.1           Authorized Action by Secured Party. The Pledgors hereby irrevocably appoint Pledgee the attorney-in-fact of the Pledgors for the purpose of carrying out the security provisions of this Agreement and taking any action and executing any instrument that the Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement. If an event of default occurs, or is continuing, Pledgee shall have the right to exercise the following rights and powers:

(a)           Collect by legal proceedings or otherwise and endorse, receive and receipt for all payments, proceeds and other sums and property now or hereafter payable on or on account of the Pledged Collateral;

(b)           Enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Pledged Collateral;

(c)           Transfer the Pledged Collateral to its own or its nominee’s name;

(d)           Make any compromise or settlement, and take any action it deems advisable, with respect to the Pledged Collateral;

(e) Notify any obligor with respect to any Pledged Collateral to make payment directly to the Pledgee;

(f)           All rights of the Pledgors to exercise the voting and other consensual rights it would otherwise be entitled to exercise without any action or the giving of any notice shall cease, and all such rights shall thereupon become vested in the Pledgee;

(g)           All rights of the Pledgors to receive distributions with respect to the Pledged Collateral which it would otherwise be authorized to receive and retain shall cease and all such rights shall thereupon become vested in the Pledgee; and

(h)           The Pledgors shall execute and deliver to the Pledgee appropriate instruments as the Pledgee may request in order to permit the Pledgee to exercise the voting and other rights which it may be entitled to exercise and to receive all distributions which it may be entitled to receive.

The Pledgors hereby grant to Pledgee an exclusive, irrevocable power of attorney, with full power and authority in the place and stead of the Pledgors to take all such action permitted under this Section 8.1. Such power of attorney shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral) by any person, upon the occurrence and continuance of an event of default. Pledgee shall not have any duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so.

8.2                      Event of default; Remedies. Upon the occurrence of an event of default, Pledgee may, without notice to or demand on the Pledgors and in addition to all rights and remedies available to Pledgee, at law, in equity or otherwise, do any of the following:

(a)           Require the Pledgors to immediately pay all outstanding unpaid amounts due under the Consulting Services Agreement;

(b)           Foreclose or otherwise enforce Pledgee’s security interest in any manner permitted by law or provided for in this Agreement;

(c)                      Sell or transfer the rights or otherwise dispose of any Pledged Collateral at one or more public or private sales at Pledgee’s place of business or any other place or places, whether or not such Pledged Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and in such manner as Pledgee may determine;

(d)                      Terminate this Agreement pursuant to Section 11.

(e)                      Personally, or by agents or attorneys, immediately take possession of the Pledged Col1ateral or any part thereof, from the Pledgors or any other person who then has possession of any part thereof with or without notice or process of law;

(f)                      Demand, sue for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral;

(g)                      Sell or otherwise liquidate, or direct the Pledgors to sell, assign, transfer or otherwise liquidate the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation;

(h)           Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; and

(i)                      All the rights and remedies of a secured party upon default under applicable law.

8.3           The Pledgee shall give a notice of default to the Pledgors when the Pledgee exercises its remedies under this Agreement.

8.4           Subject to Section 7.3, the Pledgee may exercise its remedies under this Agreement at any time after the Pledgee gives a notice of default in accordance with Section 7.3 or thereafter.

8.5           The Pledgee is entitled to a priority in receiving payment by the evaluation or proceeds from the auction or sale of whole or part of the equity interest pledged herein in accordance with legal procedure until the unpaid Services Fees under the Services Agreement are repaid.

8.6           The Pledgor shall not hinder the Pledgee from exercising its rights in accordance with this Agreement and shall give necessary assistance so that the Pledgee may exercise its rights in full.

9.           Assignment.

9.1           The Pledgors shall not donate or transfer rights and obligations herein without prior consent from the Pledgee.

9.2           This Agreement shall be binding upon each of the Pledgors and his, her or its successors and be binding on the Pledgee and his each successor and assignee.

9.3           The Pledgee may transfer or assign his all or any rights and obligations under the Service Agreement to any individual specified by it (natural person or legal entity) at any time. In this case, the assignee shall enjoy and undertake the same rights and obligations herein of the Pledgee as if the assignee is a party hereto. When the Pledgee transfers or assigns the rights and obligations under the Service Agreement, and such transfer shall only be subject to a written notice serviced to Pledgors, and at the request of the Pledgee, the Pledgors shall execute the relevant agreements and/or documents with respect to such transfer or assignment

9.4           After the Pledgee’s change resulting from the transfer or assignment, the new parties to the pledge shall execute a new pledge contract.

10.           Effectiveness and Term. The agreement is effective as of the date first set forth above and from the date when the pledge is recorded on the Register of Shareholders of HZQPT. This Agreement will replace the Original Equity Pledge Agreement upon its effectiveness.

11.           Termination. This Agreement shall not be terminated until the service fees under the Consulting Services Agreement are paid off and the Pledgors will not undertake any further obligations under the Service Agreement, and the Pledgee shall cancel or terminate this Agreement within reasonable time as soon as practicable.

12.           Formalities, Fees and Other Charges.

12.1                                The Pledgors shall be responsible for all the fees and actual expenses in relation to this Agreement including but not limited to legal fees, cost of production, stamp tax and any other taxes and charges. If the Pledgee pays the relevant taxes in accordance with the laws, the Pledgors shall fully indemnify the Pledgee such taxes paid by the Pledgee.

12.2                                The Pledgors shall be responsible for all the fees (including but not limited to any taxes, formalities fees, management fees, litigation fees, attorney’s fees, and various insurance premiums in connection with disposition of Pledge) incurred by the Pledgors for the reason that the Pledgors fail to pay any payable taxes, fees or charges for other reasons which cause the Pledgee to recourse by any means or ways.

13. Force Majeure

13.1                                “Force Majeure,” shall include but not be limited to acts of governments, acts of nature, fire, explosion, typhoon, flood, earthquake, tide, lightning, war, refers to any unforeseen events beyond the party’s reasonable control and cannot be prevented with reasonable care. However, any shortage of credit, capital or finance shall not be regarded as an event, beyond a Party’s reasonable control. The affected party by Force Majeure shall notify the other party of such event resulting in exemption promptly.

13.2                                In the event that the affected party is delayed in or prevented from performing its obligations under this Agreement by Force Majeure, only within the scope of such delay or prevention, the affected party will not be responsible for any damage by reason of such a failure or delay of performance. The affected party shall take appropriate means to minimize or remove the effects of Force Majeure and attempt to resume performance of the obligations delayed or prevented by the event of Force Majeure. After occurrence of an event of Force Majeure, when such event or condition ceases to exist, both parties agree to resume the performance of this Agreement with their best efforts.

14.           Confidentiality. The parties of this agreement acknowledge and make sure that all the oral and written materials exchanged relating to this contract are confidential. All the parties have to keep them confidential and can not disclose them to any other third party without other parties’ prior written approval, unless: (a) the public know and will know the materials (not because of the disclosure by any contractual party); (b) the disclosed materials are required by laws or stock exchange rules; or (c) materials relating to this transaction are disclosed to parties’ legal consultants or financial advisors, however, who have to keep them confidential as well. Disclosure of confidential information by Employees or hired institutions of the parties is deemed as the act by the parties, therefore, subjecting them to liability.

15.           Dispute Resolution.

15.2                                This Agreement shall be governed by and construed in accordance with the PRC law.

15.3                                The parties shall strive to settle any dispute arising from the interpretation or performance, or in connection with this Agreement through friendly consultation. In case no settlement can be reached through consultation, each party can submit such matter to China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration. The arbitration shall follow the current rules of CIETAC, and the arbitration proceedings shall be conducted in Chinese and shall take place in Beijing. Any resulting arbitration award shall be final and binding upon the parties.

16.           Notices. Any notice which is given by the parties hereto for the purpose of performing the rights and obligations hereunder shall be in writing. Where such notice is delivered personally, the time of notice is the time when such notice actually reaches the addressee; where such notice is transmitted by facsimile, the notice time is the time when such notice is transmitted. If such notice does not reach the addressee on business date or reaches the addressee after the business time, the next business day following such day is the date of notice. The delivery place is the address first written above of the parties hereto or the address advised in writing including via facsimile from time to time.

17.           Entire Contract. All Parties agree that this Agreement constitute the entire agreement of the Parties with respect to the subject matter therein upon its effectiveness and supersedes and replaces all prior oral and/or written agreements and understandings relating to this Agreement.

18.           Severability. Any provision of this Agreement which is invalid or unenforceable because of inconsistent with the relevant laws shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability, without affecting in any way the remaining provisions hereof.

19.           Appendices. The appendices to this Agreement are entire and integral part of thisAgreement.

20.           Amendment or Supplement.

20.1                                Parties may amend and supply this Agreement with a written agreement, provided that such amendment shall be duly executed and signed by the Pledgee, HZQPT, and holders of a majority of the shares of HZQPT held by the Pledgors, and such amendment shall thereupon become a part of this Agreement and shall have the same legal effect as this Agreement.

20.2                                This agreement and any amendments, modification, supplements, additions or changes hereto shall be in writing and come into effect upon being executed and sealed by the parties hereto.

21.           Copies of the Agreement. This Agreement is executed by the Parties in counterparts, each Party holds one counterpart, and each original has the same legal effect.

IN WITNESS WHEREOF, each party hereto has caused this Agreement duly executed by itself or by a duly authorized representatives on its behalf as of the date first set forth above.

PARTY A:

Harbin ZhongQiang Power-Tech Co., Ltd

By: /s/ Zhiguo Fu

Name: Zhiguo Fu

Title:   Chairman

PARTY B:

Heilongjiang ZhongQiang Power-Tech Co., Ltd.

By: /s/ Zhiguo Fu

Name: Zhiguo Fu

Title:   Chairman

PLEDGORS:

/s/Zhiguo Fu

/s/Xiuhua Tang

/s/Dongmei Chen

/s/Guifen Zuo

/s/Huanyu Wang

/s/Yaozhen Li

/s/Yaman Tao

/s/Guohua Wan

/s/Guopeng Gao

/s/Hongjun Si

/s/Jianjun Chen

/s/Lijian Gao

/s/Ping Gong

/s/Min Wang

/s/Chunli Tian

/s/Shuqin Ai

EX-31.1

EXHIBIT 31.1: Rule 13a-14(a) Certification - CEO

I, Zhiguo Fu, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Advanced Battery Technologies, 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 registrant as of, and for, the periods presented in this  report;

4.  The registrant’s other certifying officers 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 controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, 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 controls over financial reporting, or caused such internal controls 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 registrant’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 registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

a)  All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to  adversely affect the registrant’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 registrant’s internal controls over financial reporting.

Date: August 15, 2011	/s/ Zhiguo Fu
	Zhiguo Fu, Chief Executive Officer

EX-31.2

EXHIBIT 31.2: Rule 13a-14(a) Certification - CFO

I, Guohua Wan, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Advanced Battery Technologies, 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 registrant as of, and for, the periods presented in this  report;

4.  The registrant’s other certifying officers 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 controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, 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 controls over financial reporting, or caused such internal controls 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 registrant’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 registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

a)  All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to  adversely affect the registrant’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 small business issuer’s internal controls over financial reporting.

Date: August 15, 2011	/s/ Guahua Wan
	Guohua Wan, Chief Financial Officer

EX-32.1

EXHIBIT 32: Rule 13a-14(b) Certifications

The undersigned officers certify that this report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, and that the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of Advanced Battery Technologies, Inc.

A signed original of this written statement required by Section 906 has been provided to Advanced Battery Technologies, Inc. and will be retained by Advanced Battery Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

August 15, 2011	/s/ Zhiguo Fu
	Zhiguo Fu (Chief Executive Officer)
August 15, 2011	/s/ Guohua Wan
	Guohua Wan (Chief Financial Officer)

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CONDENSED CONSOLIDATED BALANCE SHEETS PARENTHETICAL (USD $)	Jun. 30, 2011	Dec. 31, 2010
Allowance for doubtful accounts receivable	$ 68,938	$ 67,392
Allowance for inventory obsolescence
Preferred stock face value	$ 0.001	$ 0.001
Preferred stock shares authorized	5,000,000	5,000,000
Preferred stock shares issued	2	2
Preferred stock shares outstanding	2	2
Liquidation preference	$ 2,000	$ 2,000
Common stock par value	$ 0.001	$ 0.001
Common stock shares authorized	150,000,000	150,000,000
Common stock shares issued	76,635,015	76,619,220
Common stock shares outstanding	76,440,434	76,424,639
Treasury stock shares	194,581	194,581

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Revenue	$ 31,350,652	$ 22,835,358	$ 59,992,387	$ 42,384,375
Cost of Goods Sold	17,931,598	11,796,140	34,739,768	21,729,456
Gross Profit	13,419,054	11,039,218	25,252,619	20,654,919
Operating Expenses
Research and development expenses	298,257	38,980	444,058	86,420
Selling, general and administrative expenses	2,076,392	1,953,851	3,961,029	4,522,360
Operating income	11,044,407	9,046,387	20,847,534	16,046,139
Other Income (Expenses)
Interest income	112,173	80,138	219,392	187,336
Interest (expense)		(133)		(39,793)
Other income	24,823		20,378
Foreign currency transaction (loss)	(90,677)		(90,677)
Change in fair value of warrants	2,189,565	4,191,406	11,209,384	5,397,280
Total other income	2,235,884	4,271,411	11,358,477	5,544,823
Equity gain (loss) from unconsolidated entity	(923)	3,315	(12,887)	1,876
Income before Income Taxes	13,279,368	13,321,113	32,193,124	21,592,838
Income tax expense	3,007,163	810,875	4,951,713	1,558,027
Net income	10,272,205	12,510,238	27,241,411	20,034,811
Foreign currency translation adjustment	3,452,741	811,204	4,621,987	1,230,789
Comprehensive Income	$ 13,724,946	$ 13,321,442	$ 31,863,398	$ 21,265,600
Earnings per share - basic	$ 0.13	$ 0.20	$ 0.36	$ 0.33
Earnings per share - diluted	$ 0.12	$ 0.18	$ 0.33	$ 0.29
Weighted average number of common shares outstanding - basic	76,444,372	61,549,661	76,430,526	61,544,259
Weighted average number of common shares outstanding - diluted	82,613,233	68,661,790	82,599,387	68,656,388

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SUBSEQUENT EVENTS

3 Months Ended

Jun. 30, 2011

Subsequent Events

Subsequent Events [Text Block]

18.  SUBSEQUENT EVENT

In July 2011, the Company repurchased 89,400 shares of its common stock at an average unit price of $1.0519 per share (a total price before commissions of $94,040) from the market under the share repurchase program. 

XML



Document and Entity Information (USD $)	3 Months Ended
	Jun. 30, 2011	Aug. 15, 2011
Document and Entity Information
EntityRegistrantName	ADVANCED BATTERY TECHNOLOGIES, INC.
DocumentType	10-Q
DocumentPeriodEndDate	Jun. 30, 2011
AmendmentFlag	false
EntityCentralIndexKey	0000745651
CurrentFiscalYearEndDate	--12-31
EntityCommonStockSharesOutstanding		76,135,453
EntityFilerCategory	Accelerated Filer
EntityCurrentReportingStatus	Yes
EntityVoluntaryFilers	No
EntityWellKnownSeasonedIssuer	No
DocumentFiscalYearFocus	2011
DocumentFiscalPeriodFocus	Q2
Entity Public Float	$ 66,852,938

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DEPOSIT FOR INVESTMENT

3 Months Ended

Jun. 30, 2011

Investment (Tables)

Investment [Text Block]

6. DEPOSIT FOR INVESTMENT

In January 2011, Harbin ZQPT, a subsidiary of the Company, completed the acquisition of all of the assets of Shenzhen ZQ for a purchase consideration of RMB 135,000,000 (approximately $20 million). The initial deposit of $11,721,468 (equivalent to RMB 77,500,000) as of December 31, 2010 served as a portion of the purchase consideration and has been allocated among the acquired assets in the manner described in Note 3.

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EQUITY PLACEMENTS

3 Months Ended

Jun. 30, 2011

Equity

Stockholders' Equity Note Disclosure [Text Block]

11. EQUITY PLACEMENTS

1) Convertible Preferred Stock

As of June 30, 2011, there were 2 shares of the preferred stock outstanding.  The shares have a liquidation preference of $1,000 each and are each convertible into 264 shares of common stock.

2) Placements:  2008 to 2010

During the period from 2008 to 2010 the Company completed four placements of securities:

August 2008 Offering

On August 8 and August 15, 2008, the Company issued 5,058,834 shares of common stock and warrants to purchase a total of 2,276,474 shares of common stock  to eight accredited institutional funds.  The Company also issued to the Placement Agent warrants to purchase 316,471 shares of common stock.  All the Warrants issued in August 2008 offering permit the holders to purchase common stock from the Company for a price of $5.51 per share.  The Warrants expire in five years.  

June 2009 Offering

On June 1 and June 15, 2009, the Company issued a total of 17,000 shares of preferred stock, consisting of 10,000 shares of Series E preferred stock (“Series E”) and 7,000 shares of Series F preferred stock (“Series F”), to several accredited investors. The aggregate purchase price for the securities was $17,000,000 and the preferred stock could be converted into a total of 4,388,522 shares of common stock of the Company. Each Preferred Share is entitled to a preferential payment of $1,000 in the event of a liquidation of the Company. From the proceeds of the offering, the Company paid a fee of $850,000 to the Placement Agent for the offering.  The Company also reimbursed the Placement Agent for its out-of-pocket expenses totaling $58,132, and issued to the Placement Agent warrants to purchase 219,426 shares of common stock.  The Company realized net proceeds of $16,091,868 from the offering.

During the third quarter of 2009, 16,500 shares of the convertible preferred stock were converted into 4,256,595 shares of common stock. During the fourth quarter of 2009, 498 shares of the convertible preferred stock were converted into 131,398 shares of common stock. As of December 31, 2009, there were 2 shares of the preferred stock outstanding.

In connection with the offering of preferred stock, the Company issued warrants A and B to purchase a total of 6,450,854 shares of common stock of the Company for prices ranging from $3.79 to $5.68 per share.  The warrants issued in the June 2009 offering consist of:

Series A Warrants

Series A Common Stock Purchase Warrants permit the holder to purchase 1,319,261 shares of common stock for $4.92 per share at any time before November 27, 2014 and 875,000 shares of common stock for the same price at any time before December 12, 2014.

Series B Warrants

Series B Common Stock Purchase Warrants permit the holder to purchase 2,638,523 shares of common stock for $3.79 per share at any time before November 27, 2009 and 1,750,000 shares of common stock for $4.00 per share any time before December 9, 2009.   During December 2009, certain holders exercised 1,722,622 Series B Warrants for the same amount of common stock and paid the Company $6,679,499.   As of December 31, 2009, there was no outstanding Series B Warrants because they are either exercised or expired.

 Series C Warrants

Series C Common Stock Purchase Warrants permit the holders to purchase shares of ABAT’s common stock for $5.68 per share at any time before November 27, 2014 or before December 12, 2014, depending on the issue date of the warrant.  The number of shares for which the Series C Warrants may be exercised equals 25% of the number of Series B Warrants exercised by the Holder.  Accordingly, at December 31, 2009 there were outstanding 179,750 Series C Warrants to purchase 179,750 shares that will expire on November 27, 2014 and Series C Warrants to purchase 250,907 shares that will expire on December 12, 2014.

October 2009 Offering.

On October 5, 2009 the Company sold 4,592,145 shares of common stock and 1,377,644 common stock purchase warrants pursuant to a Securities Purchase Agreement made on September 30, 2009.  The aggregate purchase price for the securities was $19,000,001. Each Warrant will permit the holder to purchase one share of common stock from the Company for the price of $4.70 per share.  The Warrants will expire in five years from the date of the Agreement. The Company paid a fee of $950,000 to the Placement Agent for the offering.  The Company also reimbursed the Placement Agent for its out-of-pocket expenses, and issued to the Placement Agent warrants to purchase 229,608 shares of common stock with a term of five years and an exercise price of $5.17

December 2010 Offering.

On December 3, 2010 the Company sold 7,500,000 shares of common stock and 3,750,000 common stock purchase warrants (the “Warrants”) pursuant to a Securities Purchase Agreement made as of November 29, 2010. The aggregate purchase price for the securities was $30,000,000. The Warrants will permit the holders to purchase up to 3,750,000 shares of common stock from the Company for a period of one year and one week at a price of $4.00 per share. The Company paid a fee of $1,500,000 to the Placement Agent for the offering.  The Company also reimbursed the Placement Agent for its out-of-pocket expenses, and issued to the Placement Agent warrants to purchase 375,000 shares of common stock with a term of three years and an exercise price of $5.00 per share.

Following is a summary of the status of warrants activities as of June 30, 2011:

	Warrants Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2010		10,950,113	$	4.75		2.30	$	-
Issued		-		-		-		-
Exercised		-		-		-		-
Forfeited/Expired		-		-		-		-
Outstanding at June 30, 2011 - unaudited		10,950,113	$	4.09		0.63	$	-

3) Accounting for Warrants

The Company has determined that both the Investor Warrants and the Placement Agent Warrants issued in the 2010 Financing met the conditions for equity classification pursuant to ASC 815 “Derivatives and Hedging” and ASC 815-40 “Contracts in Entity’s Own Equity” and therefore have been classified as equity instruments on the consolidated balance sheet as of June 30, 2011 and December 31, 2010.

As to the offerings completed in 2008 and 2009, however, both the Investor Warrants and the Placement Agent Warrants contain a covenant that, in the event of a “fundamental transaction,” if the securities to be issued upon exercise of the warrants will not be listed on a national securities exchange, the warrant holder has the option to force the Company to purchase the warrants at present value.  The warrants define a “fundamental transaction” to include:

i.	any merger, sale of assets, tender or exchange offer, reclassification of the common stock or compulsory share exchange, if
ii.	the transaction is either an all-cash transaction, a “going private” transaction, or a transaction in which the Company’s common stock will be exchanged for securities that are not traded on a national securities exchange.

Under those circumstances, the warrant holder could require the Company to redeem the warrant by paying an amount of cash equal to the value of the Warrant on the date preceding the fundamental transaction, determined in accordance with the Black-Scholes Option Pricing Model.  Because, under those circumstances, the Company would be forced to settle the warrants in cash, the warrants do not meet the conditions for equity classification set forth in FASB ASC 815-40-15. Therefore, these warrants have been classified as warrant liability.

For the foregoing reasons, the fair value of the warrants was recorded as an offset to the equity recorded as a result of the offerings.  The fair value of the warrants was determined in the following manner:

August 2008 Offering.  The fair value of the warrants at the grant date was calculated using the Black-Scholes options pricing model using the following assumptions: Volatility 73.06%, Risk free interest rate 3.27% for August 8, 2008 Placement and August, 15, 2008 Placement, and Expected term of 5 years. The fair value of those warrants at the grant date was calculated at $7,520,805.

June 2009 Offering.  The fair value of the warrants at the grant date was calculated using the Black-Scholes options pricing model using the following assumptions: Volatility: 91.50%; Risk free interest rate: 2.55% and 0.29% for Series A and Series B&C warrants, respectively with respect to June 1, 2009 issuance and  2.69% and 0.31% for Series A and Series B&C warrants, respectively with respect to June 15, 2009 issuance; Expected term: 5.5 years for Series A Warrant  and 0.5 years for Series B warrants. The fair value of those warrants at the grant date was calculated at $9,514,432.   In addition, 430,656 Series C Warrants, whose exercisability was contingent on exercise of Series B Warrants, vested in December 2009. The fair value of the warrants at the grant date was calculated using the Black-Scholes options pricing model using the following assumptions: Volatility: 90.9%; Risk free interest rate: 2.24%, Expected term: 5.0 years. The fair value of those warrants at the grant date was calculated at $997,887.

October 2009 Offering.  The fair value of the warrants at the grant date was calculated using the Black-Scholes options pricing model using the following assumptions: Volatility: 89.08%; Risk free interest rate: 2.21%,; Expected term: 5.0 years. The fair value of those warrants at the grant date was calculated at $4,242,032.

The following table indicates the contributions to equity of each of the four securities offerings:

Offering	Net Proceeds		Warrants – Grant Date Fair Value		Equity
August 2008	$	20,356,481	$	7,520,805	$	12,835,676
June 2009		23,067,535		10,512,319		12,555,216
October 2009		18,017,350		4,242,032		13,775,318
December 2010		28,471,500		-		28,471,500

The fair value of outstanding warrants was $540,419 and $11,749,803 as of June 30, 2011 and December 31, 2010. The fair value of the warrants was calculated using the Black-Scholes options pricing model using the following assumptions:

	As of June 30, 2011			As of December 31, 2010
Volatility		66	%		74.92	%
Risk free interest rate		1.285	%		2.01	%
Expected term	2.16-3.5 years			2.66-4.00 years

The change in fair value of warrants was recorded as other income for the three and six months ended June 30, 2011 and 2010.

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ACQUISITION

3 Months Ended

Jun. 30, 2011

Business Combinations

Business Combination Disclosure [Text Block]

 3. ACQUISITION

On January 6, 2011, the Company through its wholly owned subsidiary, Harbin ZQPT, acquired all of the assets of Shenzhen ZQ. In exchange for the assets of Shenzhen ZQ, Harbin ZQPT paid to Shenzhen ZQ 135,000,000 Renminbi (approximately $20.5 million), of which 111,250,000 Renminbi (approximately $16.9 million) are being used to satisfy the liabilities of Shenzhen ZQ.

Shenzhen ZQ manufactures small rechargeable polymer lithium-ion batteries. The acquisition was a strategic move to expand the Company’s product variety and manufacturing capacity.  In addition, Shenzhen is a distribution center for batteries, by having a presence in Shenzhen, it will benefit the Company’s overall strategic development plan.

The purchase method of accounting is used to account for the acquisition by the Company. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The excess of the cost of acquisition over the fair value of the Company’s share of the identifiable net assets and intangible assets acquired is recorded as goodwill.

If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the excess of the value of the net assets acquired over the purchase price is recorded as “other income (expense): gain on bargain purchase” in the Company’s Consolidated Statement of Income.  Acquisition-related costs, such as professional fees and administrative costs are recorded as expenses in the period in which they are incurred and the services rendered.

The purchase price for the assets of Shenzhen ZQ was allocated to tangible assets acquired and liabilities assumed, and a portion of the purchase price was paid to vendors for equipment that Shenzhen ZQ committed to acquire.  The estimated fair value of the tangible assets acquired and liabilities assumed approximated their historical cost basis.  The excess of the purchase price over net assets and payment to vendors for equipment is recorded in goodwill. The Company also acquired an established customer list and certain technology of Shenzhen ZQ, the Company is in the process of appraising the fair value of these intangible assets and expects to complete the appraisal by the end of third quarter of 2011.  Goodwill will be adjusted upon completion of the fair value appraisal of the acquired intangible assets of Shenzhen ZQ.

The purchase price paid for the assets of Shenzhen ZQ has been preliminarily allocated as follows:

Cash and cash equivalents	$	52,588
Accounts receivable		3,359,157
Inventories		1,863,674
Fixed Assets		9,745,726
Intangible assets		9,487
Accounts payable		(2,129,603	)
Taxes payable		(167,845	)
Other payable and accrued expenses		(10,624,173	)
Long-term payable		(100,783	)
Due to previous shareholder		(1,522,047	)
Net assets acquired		486,181
Purchase price used for payment of liability arising from commitment to pay vendors for equipment purchases		16,932,771
Goodwill upon acquisition		3,128,680
Total purchase price	$	20,547,632

 The following unaudited pro forma financial information presents the consolidated results of the Company for the three and six months ended June 30, 2010 as though the acquisition of the assets of Shenzhen ZQ was completed as at the beginning of three and six months ended June 30, 2010.

	For the three months ended June 30, 2010
	As reported		Pro forma adjustments		Pro forma results
Revenue	$	22,835,358	$	2,792,078	$	25,627,436
Net income	$	12,510,238	$	(829,551)	$	11,680,687
Earnings per share - basic	$	0.20	$	(0.02)	$	0.19
Earnings per share - diluted	$	0.18	$	(0.01)	$	0.17

	For the six months ended June 30, 2010
	As reported		Pro forma adjustments		Pro forma results
Revenue	$	42,384,375	$	4,103,144	$	46,487,519
Net income	$	20,034,811	$	(540,176)	$	19,494,635
Earnings per share - basic	$	0.33	$	(0.01)	$	0.32
Earnings per share - diluted	$	0.29	$	(0.01)	$	0.28

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STOCK-BASED COMPENSATION

3 Months Ended

Jun. 30, 2011

Compensation Related Costs, Share Based Payments

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

8. STOCK-BASED COMPENSATION

(1)           2004 Equity Incentive Plan

The Company adopted the 2004 Equity Incentive Plan (the “2004 Plan”) on August 24, 2004. The purpose of the Plan is to promote the success and enhance the value of the Company by linking the personal interests of the participants of the Plan (the "Participants") to those of the Company's stockholders, and by providing the Participants with an incentive for outstanding performance. The Company has reserved 5,000,000 shares of common stock for the options and awards under the Plan.

Subject to the terms and provisions of the Plan, the Board of Directors, at any time and from time to time, may grant shares of stock to eligible persons in such amounts and upon such terms and conditions as the Board of Directors shall determine.

The Committee appointed by the Board of Directors to administer the Plan shall have the authority to determine all matters relating to the options to be granted under the Plan including selection of the individuals to be granted awards or stock options, the number of stock, the date, the termination of the stock options or awards, the stock option term, vesting schedules and all other terms and conditions thereof.

The Company has issued all 5,000,000 shares provided in the Plan in the form of grants of restricted common stock.  As of June 30, 2011, 3,440,000 of those shares had vested and no shares have been cancelled.  A summary of the status of the Company’s unearned stock compensation under the 2004 Equity Incentive Plan as of June 30, 2011, and changes for the six months ended June 30, 2011, is presented below:

Unearned stock compensation as of December 31, 2010	$	1,572,174
Unearned stock compensation granted		-
Compensation expenses recorded on the statement of income with a credit to additional paid-in capital		(132,880	)
Unearned stock compensation as of June 30, 2011 - unaudited	$	1,439,294

The following table shows the amortization of the unearned stock compensation relating to the 2004 Plan:

For the year ending December 31,	Amortization
Remainder of 2011	$	132,240
2012		264,480
2013		264,480
2014		264,480
2015		146,413
Thereafter		367,201
	$	1,439,294

As of June 30, 2011, the weighted average period that the unearned compensation cost is expected to be recognized in earnings for the 2004 Plan is 7.5 years.

In addition, the compensation cost recorded to additional paid-in capital in relation to shares issued to non-employee consultants under the 2004 Plan in prior years and current period was $469,274. The Company’s contracts with these consultants have terms ranging from 60 months to 120 months.  All shares granted were fully vested and nonforfeitable at the date on which the Company entered into the consulting contract with each non-employee.  However, following ASC 505-50-30-11 and 505-50-30-12, the Company has determined that the disincentives for nonperformance are not sufficiently large to establish a performance commitment, and that, accordingly, the measurement date for the shares is the date on which performance is complete, which is the date of grant.  The Company has continued to account for the shares as a prepaid expense, amortized over the terms of the contracts.  The compensation expense relating to shares issued to non-employee consultants for the three and six months ended June 30, 2011 and 2010 was $29,094 and $58,188, respectively.

The following table shows the projected amortization of the unearned stock compensation relating to consulting contracts:

For the Year Ending December 31,	Amortization
Remainder of 2011	$	54,105
2012		66,043
	$	120,148

 (2)  2006 Equity Incentive Plan

The Company adopted the 2006 Equity Incentive Plan (the “2006 Plan”) on April 24, 2006. The 2006 Plan became effective on April 18, 2006.  The number of shares available for grant under the 2006 Plan shall not exceed 8,000,000 shares and shares of stock and options may be granted to the eligible persons at the discretion of the Company’s Board of Directors or the Committee administering the plan.  Incentive stock options (“ISO”), nonqualified stock options (“NQSO”), or a combination thereof may be granted but ISOs can only be granted to the Company’s employees.  The Committee can also grant shares of restricted stock or performance shares (a performance share is equivalent in value to a share of stock) to eligible persons from time to time.

The exercise price for each ISO awarded under the 2006 Plan shall be equal to 100% of the fair market value of a share on the date the option is granted and be 110% of the fair market value if the eligible person owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of its parent or subsidiary corporations. The exercise price of a NQSO shall be determined by the Committee in its sole discretion.

No option shall be exercisable later than the tenth anniversary date of its grant and each option shall expire at such time as the Committee determines at the time of grant.  The eligible person who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of its parent or subsidiary corporations shall exercise his/her option before the fifth anniversary date of its grant.

 Options shall vest at such timed and under such terms and conditions as determined by the Committee; provided, however, unless a different vesting period is provided by the Committee at or before the grant of an option, the options will vest on the first anniversary of the grant.

Options granted under the 2006 Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which need not be the same for each grant or for each participant.

The Company has issued 7,265,711 of the shares provided in the Plan in the form of grants of restricted common stock.  As of June 30, 2011, 2,190,475 of those shares had vested and 3,000 shares have been cancelled.  A summary of the status of the Company’s unearned stock compensation under the 2006 Equity Incentive Plan as of June 30, 2011 is presented below:

Unearned stock compensation as of December 31, 2010	$	3,872,571
Unearned stock compensation granted		60,000
Compensation expenses recorded on the statement of income with a credit to additional paid-in capital		(699,444	)
Unearned stock compensation as of June 30, 2011 - unaudited	$	3,233,127

The following table shows the amortization of the unearned stock compensation relating to the 2006 Plan:

For the year ending December 31,	Amortization
Remainder of 2011	$	324,653
2012		240,863
2013		233,363
2014		233,363
2015		233,363
Thereafter		1,967,522
	$	3,233,127

As of June 30, 2011, the weighted average period that the unearned compensation cost is expected to be recognized in earnings for the 2006 Plan is 11.2 years.

(3)  Recent Stock-Based Compensation Activities

There were 340,000 shares of stock options outstanding as of June 30, 2011 and December 31, 2010. The fair value of stock options was calculated using a Black-Scholes option-pricing model with the following assumptions:

Expected life	5.0 years
Expected volatility	89.13%
Risk free interest rate	2.46%
Dividend yield	0%

The risk-free interest rate is based on the U.S. Treasury zero-coupon rate. Expected volatility is estimated based on the Company’s historical stock price using the expected life of the grant. Due to a lack of employee exercise behavior in the past, the expected life is based upon the maximum exercise period.

The following table summarizes the stock option activities of the Company:  

			Options Outstanding						Options Exercisable
	Outstanding		Weighted  Average  Exercise Price		Weighted Average Remaining  Contractual Life (Years)		Aggregate  Intrinsic  Value		Number exercisable		Weighted  average  exercise  price
Outstanding at December 31, 2010		340,000	$	2.66		3.00	$	404,600.00		340,000	$	2.66
Granted		-		-		-		-		-		-
Exercised		-		-		-		-		-		-
Forfeited/Expired		-		-		-		-		-		-
Outstanding at June 30, 2011 - unaudited		340,000	$	2.66		2.51	$	-		340,000	$	2.66

During the six months ended June 30, 2011 the Company granted a total of 15,795 shares of common stock with an aggregate fair value of $60,000 to two of its independent directors pursuant to their respective Service Agreements for a one year service period. Certificates for the shares were issued in April 2011.Stock based compensation expense totaled $22,500 was recorded during the three and six months ended June 30, 2011.

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LITIGATION

3 Months Ended

Jun. 30, 2011

Commitment and Contingencies

Legal Matters and Contingencies [Text Block]

13.  LITIGATION

Sui-Yang Huang vs. ABAT

On September 30, 2009, the Company was named as a defendant in an action filed in the United States District Court for the Southern District of New York (the “U.S. District Court”).  The action, brought by the Company’s former Chief Technological Officer, Mr. Sui-yang Huang, alleges that based on his employment contract, he should have been paid certain additional stock-based benefits by November 30, 2008; in an Amended Complaint filed in November 2009, Mr. Huang also purported to state ancillary quasi-contract and tort claims related to his contract claim and his eventual dismissal from the Company.  Mr. Huang’s Amended Complaint demanded between approximately $1.25 and $5 million in compensatory damages, plus an unspecified amount of punitive and other damages. The Company believes that all of Mr. Huang’s claims are without merit. 

The Company filed a motion to dismiss the Amended Complaint, both on forum non conveniens grounds and for failure to state a claim for relief.  On May 26, 2010, the Court granted the Company’s motion to dismiss on forum non conveniens grounds.  The dismissal was subject to the following conditions:  (a) Mr. Huang is able, if he so chooses, to bring a similar action against the Company in a court near his residence in China, (b) the Chinese forum accepts jurisdiction over the dispute, and (c) the Company agrees to (1) consent to a Chinese court’s jurisdiction for these civil actions, (2) toll any applicable statute of limitations for 120 days after the Court’s dismissal on  forum non conveniens grounds, (3) make available in the courts of China any evidence or witnesses in its possession, custody, or control in the United States that a Chinese court hearing these cases may deem relevant, and (4) pay any final, post-appeal judgment awarded against it by a Chinese court.  Huang did not file a notice of appeal of the Court’s order dismissing the action. 

Thereafter, on August 9, 2010 Mr. Huang refiled part, but, not all, of his claims in the People’s Court of Bao’an District, Shenzhen (the “Chinese Trial Court”).  The Chinese Trial Court refused to accept the case, holding that since the Company is incorporated in the United States (and, specifically, in Delaware), it was not subject to the jurisdiction of that Court.  Huang appealed, but the appeal was dismissed and the original decision of the Chinese Trial Court was affirmed.  The case was thereafter sent back to the U.S. District Court from China.  In March 2011 the United States District Court denied Mr. Huang’s request to reinstate the case in New York, finding that jurisdiction remains available in China.  To date Mr. Huang has not renewed his effort to file the case in the Chinese Trial Court.

SFG vs. ABAT

In September 2008, Susquehanna Financial Group, LLLP (“SFG”) commenced an action against the Company in the Court of Common Pleas of Montgomery County, Pennsylvania.  SFG alleges that it was a party to two contracts with the Company, pursuant to which SFG alleges that it was entitled to serve as financial advisor with respect to any offering of securities by the Company completed prior to March 2009.  SFG alleges that the Company failed to afford SFG the opportunity to serve as its financial advisor in connection with the private placement by the Company in August 2008.  SFG alleges that it is entitled to damages in the amount of $1,359,872 and a warrant to purchase 81,882 share of the Company’s common stock exercisable at $8.00 per share.  The Company has answered the complaint and denied that SFG was entitled to serve as financial advisor in connection with the August 2008 private placement by reason of the fact that SFG had terminated its agreements with the Company, had waived any continuing rights under the contracts, and had acted in bad faith in connection with the services it undertook to perform for the Company. The Parties are currently in the midst of the discovery process.  Once discovery is complete, the Court will issue a schedule for the trial date.

Class Actions

Since April 2011 four class actions have been commenced in the United States District Court for the Southern District of New York against the Company and certain of the Company’s senior executive officers, asserting violations of the United States securities laws.  The complaints allege that the Company, in its filings with the Securities and Exchange Commission, made material misrepresentations and omissions.  The plaintiffs in the actions seek to represent a class of persons who purchased the Company’s common stock between November 24, 2008 and March 30, 2011.  The applications of plaintiffs to be appointed “lead plaintiff” in the consolidated action is pending before the Court.  No specific amount of damages has been alleged.  The Company and its senior management believe that the claims are without merit.  They intend to mount a vigorous defense to the actions and to seek their prompt dismissal after a consolidated complaint is filed.

Derivative Action

In May 2011 actions were commenced in the Supreme Court of New York State and in the United States District Court for the Southern District of New York purporting to be derivative actions on behalf of ABAT.  The actions allege that the Company’s Board of Directors breached their fiduciary duties to the Company in connection with the matters that are the subject of the Class Actions described above.  No specific amount of damages has been alleged.  The Company and its directors believe that the claims are without merit.  They intend to mount a vigorous defense to the actions and to seek their prompt dismissal.

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INCOME TAXES

3 Months Ended

Jun. 30, 2011

Income Taxes

Income Tax Disclosure [Text Block]

9. INCOME TAXES

The following table sets forth the components of the Company’s income before income tax expense and the components of income tax expense.

	For The Three Months Ended June 30,					For The Six Months Ended June 30,
	2011			2010		2011		2010
	(unaudited)			(unaudited)		(unaudited)		(unaudited)
China Pre-tax Income	$	12,236,938		$	11,097,716	$	23,218,108	$	19,306,036
BVI Pre-tax Income (loss)		(6,072	)		39,930		36,712		(29,674	)
Domestic Pre-tax Income		2,993,052			2,183,467		8,938,304		2,316,476
Total Pre-tax Income	$	13,279,368		$	13,321,113	$	32,193,124	$	21,592,838
Current:
China Income Tax Expense	$	3,007,163		$	810,875	$	4,951,713	$	1,558,027
Domestic Income Tax Expense		-			-		-		-
Total Current Income Tax Expense	$	3,007,163		$	810,875	$	4,951,713	$	1,558,027
Deferred:
China Income Tax Expense	$	-		$	-	$	-	$	-
Domestic Income Tax Expense		-			-		-		-
Total Deferred Income Tax Expense	$	-		$	-	$	-	$	-

Under the Income Tax Laws of the PRC, the Company is generally subject to tax at a statutory rate of 25% on its taxable income. However, HLJ ZQPT is located in a specially designated technology zone which allows foreign-invested enterprises a five-year income tax holiday. HLJ ZQPT enjoyed a two-year tax exemption through December 31, 2007 and an additional 50% income tax reduction from January 1, 2008 to December 31, 2010.

On March 16, 2007, National People’s Congress passed a new corporate income tax law, which was effective on January 1, 2008. This new corporate income tax unified the corporate income tax rate to 25%, and included cost deductions and tax incentive policies for both domestic and foreign-invested enterprises in China. According to the new corporate income tax law, the applicable corporate income tax rate of the HLJ ZQPT decreased to 12.5% from 2008 to 2010. HLJ ZQPT became subject to the full statutory tax rate of 25% on January 1, 2011.

A reconciliation of tax at United States federal statutory rate to provision for income tax recorded in the financial statements is as follows:

	For The Three Months Ended June 30,				For The Six Months EndedJune 30,
	2011	2010			2011	2010
	(unaudited)	(unaudited)			(unaudited)	(unaudited)
U.S. statutory income tax rate	35.0%		35.0	%	35.0%		35.0	%
Foreign income not recognized in the U.S.	-35.0%		-35.0	%	-35.0%		-35.0	%
China Statutory income tax rates	25.0%		25.0	%	25.0%		25.0	%
China income tax exemption	0.0%		-12.5	%	0.0%		-12.5	%
Parent companies' income not subject to China tax	-2.4%		-6.4	%	-7.3%		-5.3	%
Tax refund	0.0%		0.0	%	-2.7%		0.0	%
Other items	0.1%		0.0	%	0.4%		0.0	%
Effective consolidated current income tax rate	22.7%		6.1	%	15.4%		7.2	%

The estimated tax savings as a result of our tax holidays for the six months ended June 30, 2010 amounted to $1,555,284. The net effect on earnings per share had the income tax been applied would decrease basic earnings per share for the six months ended June 30, 2010 from $0.33 to $0.30.

The Company was incorporated in the United States.  It incurred a net operating loss for U.S. income tax purposes for the three and six months ended June 30, 2011 and 2010. The net operating loss carry forwards, including amortization of share-based compensation but excluding change in fair value of warrants, for United States income tax purposes amounted to $9,968,504 and $8,137,837 as of June 30, 2011 and December 31, 2010, respectively, which may be available to reduce future years' taxable income. These carry forwards will expire, if not utilized, beginning in 2027 through 2030. There are also deferred tax asset of $272,181 as of June 30, 2011 and December 31, 2010, resulting from temporary difference on stock options to employees. For United States income tax purposes, the valuation allowances as of June 30, 2011 and December 31, 2010 were $3,761,158 and $3,120,424, respectively.

The change in valuation allowance for the six months ended June 30, 2011 and 2010 were $640,734 and $(2,684,833), respectively.

The Company has cumulative undistributed earnings of foreign subsidiaries of $95,904,891 as of June 30, 2011. These undistributed earnings are included in consolidated retained earnings and will continue to be indefinitely reinvested in international operations.  Accordingly, no provision has been made for U.S. deferred taxes related to future repatriation of these earnings, nor is it practicable to estimate the amount of income taxes that would have to be provided if we concluded that such earnings will be remitted in the future.

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INTANGIBLE ASSETS

3 Months Ended

Jun. 30, 2011

Intangible Assets, Goodwill and Other

Intangible Assets Disclosure [Text Block]

7. INTANGIBLE ASSETS - OTHERS

Intangible assets consist of land use rights, patents and marketing network resources. All land in the People’s Republic of China is government owned and cannot be sold to any individual or company. However, the government grants the user a “land use right” (the Right) to use the land and the power line underneath. The Company leases two pieces of land from the PRC Government for a period from August 2003 to September 2043, on which the office and production facilities of Heilongjiang ZQPT are situated. In addition, the Company also leases two pieces of land from the PRC Government for a period from July 2003 to July 2053 and from September 2002 to June 2057 respectively, on which the office and production facilities of Wuxi ZQ are situated. The Company leases the power lines from the local government for a period from July 2003 to July 2013.

Rights to use land and power and patent rights are stated at fair market value less accumulated amortization. The Company amortizes the patents over a 3-10 year period. The Company evaluates finite-lived intangible assets for impairment, at least on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated future cash flows. Recoverability of intangible assets, other long-lived assets, and goodwill is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors including past operating results, budgets, economic projections, market trends and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss. As of June 30, 2011 and December 31, 2010, no impairment of intangible assets has been recorded.

 Net intangible assets at June 30, 2011 were as follows:

							Amortization
	Initial Book Value		Accumulated Amortization		Net Book Value		Period (Years)
Rights to use land and power	$	13,256,011	$	760,076	$	12,495,935	48.6
Patents		1,191,905		205,478		986,427	9
Marketing network resource		1,000,038		732,566		267,472	3
Software		75,290		5,336		69,954	10
Total	$	15,523,244	$	1,703,456	$	13,819,788

Net intangible assets at December 31, 2010 were as follows:

	Initial Book Value		Accumulated Amortization		Net Book Value		Amortization Period (Years)
Rights to use land and power	$	13,094,085	$	591,703	$	12,502,382	48.6
Patents		1,172,612		172,771		999,841	9
Marketing network resource		1,000,038		558,396		441,642	3
Software		16,097		2,457		13,640	10
Total	$	15,282,832	$	1,325,327	$	13,957,505

Amortization expense was $185,265 and $366,969 for the three and six months ended June 30, 2011, respectively.  Amortization expense was $196,921 and $ $393,906 for the three and six months ended June 30, 2010, respectively.

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BASIS OF PRESENTATION

3 Months Ended

Jun. 30, 2011

Organization, Consolidation and Presentation of Financial Statements

BasisOfAccounting

1. ORGANIZATION AND BASIS OF PRESENTATION

Advanced Battery Technologies, Inc. ("ABAT" or the "Company") was incorporated in the State of Delaware on January 16, 1984.

On May 6, 2004, the Company completed a share exchange (the "Exchange") with the shareholders of Cashtech Investment Limited (“Cashtech”), a British Virgin Islands Corporation, who, at the time, owned 70% interest of Harbin Zhong Qiang Power-Tech Co., Ltd. (“Harbin ZQPT”), a limited liability company established in the People’s Republic of China (the “PRC”). As result of this share exchange transaction, there was change of control in the Company as the shareholders of Cashtech became the majority shareholders of the Company.  The transaction had been accounted for as a reverse acquisition under the purchase method of accounting. Accordingly, Cashtech was treated as the continuing entity for accounting purposes.

On January 6, 2006, the minority shareholders of Harbin ZQPT transferred the remaining 30% of their interests in Harbin ZQPT to Cashtech in exchange for 11,780,594 shares of the Company’s Common Stock. As result of this transfer, Cashtech now owns 100% of the capital stock of Harbin ZQPT.

On May 4, 2009, the Company acquired 100% interest of Wuxi Angell Autocycle Co., Ltd. (“Wuxi ZQ”).

On January 6, 2011, the Company, through its wholly own subsidiary, Harbin ZQPT, acquired all of the assets of Shenzhen Zhongqiang New Energy Science & Technology Co. Ltd. (“Shenzhen ZQ”).

On August 20, 2002, Heilongjiang Zhongqiang Power-Tech Co., Ltd (“HLJ ZQPT”), was incorporated under the laws of the PRC.  HLJ ZQPT is owned by our Chairman, Mr. Fu, and other individuals but controlled by Harbin ZQPT through a series of contractual arrangements that transferred all of the benefits and all of the responsibilities for the operations of HLJ ZQPT to Harbin ZQPT. During 2009 HLJ ZQPT also transferred to Harbin ZQPT all of its rights in the real property on which HLJ carries on its operations.  The Company is in the process of transferring all of the other assets of HLJ ZQPT to Harbin ZQPT, but has not yet obtained all of the necessary government approvals.  Harbin ZQPT accounts for HLJ ZQPT as a Variable Interest Entity (“VIE”) under ASC 810 “Consolidation.” Accordingly, Harbin ZQPT consolidates HLJ ZQPT’s results, assets and liabilities.

The Company is engaged in design, manufacture and distribution of rechargeable polymer lithium-ion batteries and electric vehicles through its wholly owned subsidiaries, Cashtech, Harbin ZQPT, Wuxi ZQ and the VIE, HLJ ZQPT. The Company’s main operations are located in the PRC.

The accompanying unaudited condensed consolidated financial statements of the Company and its subsidiaries at June 30, 2011 and for the three and six months ended June 30, 2011 and 2010 reflect all adjustments (consisting only of normal recurring adjustments) that, in the opinion of management, are necessary to present fairly the consolidated financial position and results of operations of the Company for the periods presented. Operating results for the three and six months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. The Company follows the same accounting policies in the preparation of interim reports.

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INVENTORIES

3 Months Ended

Jun. 30, 2011

Inventory

InventoryDisclosureTextBlock

4. INVENTORIES

	June 30, 2011			December 31, 2010
	(unaudited)
Raw materials	$	2,151,008		$	1,443,188
Work-in-process		1,243,735			965,280
Finished goods		4,732,372			2,865,258
		8,127,115			5,273,726
Less: allowance		(50,301	)		(49,173	)
	$	8,076,814		$	5,224,553

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INVESTMENT IN AFFILIATE

3 Months Ended

Jun. 30, 2011

Investments in and Advances to Affiliates

Investments in and Advances to Affiliates, Schedule of Investments [Text Block]

4. INVESTMENT IN AFFILIATE

In the fourth quarter of 2008, the Company entered into an equity investment agreement (“Agreement”) with Beyond E-Tech, Inc (BET) to acquire 49% of the issued and outstanding capital stock of BET for a total consideration of $1,500,000.  BET is a newly-organized company that imports and distributes cell phones in the United States.  Pursuant to the Agreement, during any period of time when the Company is a shareholder of BET, BET shall exclusively market products for resale that use ABAT’s rechargeable polymer lithium-ion batteries.

 The Company has significant influence on BET and therefore accounts for its investment in BET under the equity method. According to the Agreement, the Company has significant influence over the operating and financial policies of BET, including a right of approval of its operating budget, veto power over large capital expenses, and other management controls. Net loss on this investment using the equity method was $923 and $12,887 for the three and six months ended June 30, 2011, respectively.  Net loss on this investment was $437 and $1,876 for the three and six months ended June 30, 2010, respectively. The condensed balance sheet and income statement information of the investment in affiliate is not significant.

The Company uses its best estimate of future cash flows expected to result from the use of this asset in accordance with ASC 480. There was no impairment loss for the three and six months ended June 30, 2011 and the comparative periods in 2010.

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CONCENTRATION OF RISKS

3 Months Ended

Jun. 30, 2011

Risks and Uncertainties

Concentration Risk Disclosure [Text Block]

12.  CONCENTRATION OF RISKS

The Company maintains certain bank accounts in the PRC which are not protected by FDIC insurance or other insurance.  Cash balances held in PRC bank accounts were $71,692,565 and $81,738,623 as of June 30, 2011 and December 31, 2010, respectively.  As of June 30, 2011 and December 31, 2010, the Company held $2,352,129 and $29,379,473of cash balances within the United States of which $2,070,000 and $28,540,747 was in excess of FDIC insurance limits, respectively. 

One major customer accounted for 10.6% of the net revenue for the three months ended June 30, 2011. At June 30, 2011, the total receivable balance due from this customer was $2,763,209 representing 14.2% of total accounts receivable. For the six months ended June 30, 2011, there were no customer concentration greater than or equal to 10% of the net revenue.

For the three and six months ended June 30, 2010, there were no customer concentration greater than or equal to 10% of the net revenue.

There were no supplier concentration greater than or equal to 10% of total purchases for the three and six months ended June 30, 2011.

One major supplier accounted for 10.1% of the total purchases for the three months ended June 30, 2010. At June 30, 2010, the total accounts payable balance to this supplier was $263,608 representing 14.4% of total accounts payable There were no supplier concentration greater than or equal to 10% of total purchases for the six months ended June 30, 2010.

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PROPERTY, PLANT AND EQUIPMENT, NET

3 Months Ended

Jun. 30, 2011

Property, Plant, and Equipment

PropertyPlantAndEquipmentDisclosureTextBlock

5. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment consisted of the following:

	June 30,, 2011		December 31, 2010
	(unaudited)
Building and improvements	$	37,065,203	$	36,067,404
Machinery and equipment		26,508,789		15,724,614
Motor Vehicles		998,355		919,471
		64,572,347		52,711,489
less: Accumulated Depreciation		(10,632,129)		(8,411,355)	)
Construction in Progress		53,567,972		13,152,109
Total property, plant and equipment, net	$	107,508,191	$	57,452,243

Depreciation expense for the three and six months ended June 30, 2011 was $1,035,742 and $2,019,970, respectively. Depreciation expense for the three and six months ended June 30, 2010 was $844,818 and $1,790,193, respectively. Depreciation expense included in cost of goods sold for the three and six months ended June 30, 2011 was $834,785 and $1,620,233, respectively. Depreciation expense included in cost of goods sold for the three and six months ended June 30, 2010 was $401,440 and $956,929, respectively.

Construction in progress represents direct costs of construction and design fees incurred for the Company’s new plant and equipment. Capitalization of these costs ceases and the construction in progress is transferred to plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is provided until it is completed and ready for its intended use.  No interest has been capitalized in construction in process as of June 30, 2011 as the amount is insignificant.

In 2010 the Company entered into various agreements to purchase equipment and machinery in an effort to expand its production. In addition, in January 2011 the Company purchased a group of factories and the related land use right in Dongguan City for approximately $26 million, all of which except for approximate $2,723,000 was paid at that time. The Company expects to pay the remainder amount by the end of 2011. As of June 30, 2011, the entire purchase price was included in construction in progress because it is in the process of obtaining the title and related legal documents. The Company has not allocated the purchase price between buildings, machinery and the land use right because the fair value analysis necessary to determine the appropriate allocation has not been completed.

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RELATED PARTY TRANSACTIONS

3 Months Ended

Jun. 30, 2011

Related Party Disclosures

Related Party Transactions Disclosure [Text Block]

15.  RELATED PARTY TRANSACTIONS

In July 2009, the Company signed a lease agreement with the Chairman of the Company, Mr. Zhiguo Fu, to lease a house owned by Mr. Fu for the purpose of accommodating the frequent travel lodging needs for the Company’s employees in China traveling to the U.S. The monthly rent is $4,000 and the lease will expire in three years.

Rental expense under the lease from the Chairman for each year is as follows:

	Related Party Lease
Remainder of 2011	$	24,000
2012		24,000
	$	48,000

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Cash Flows From Operating Activities:
Net income	$ 27,241,411	$ 20,034,811
Depreciation and amortization	2,386,938	2,210,253
Amortization of deferred consulting expenses	58,188	58,188
Amortization of stock-based compensation expense	832,324	756,573
Equity loss (gain) of unconsolidated entity	12,887	(1,876)
Provision for doubtful accounts and inventory valuation allowance		636,260
Gain on disposal of fixed asset		(146)
Change in fair value of warrants	(11,209,384)	(5,397,280)
Change in accounts receivable, net	354,235	62,213
Change in Inventories, net	(828,187)	(2,518,300)
Change in other receivables and other assets	(157,958)	3,291,081
Change in advance to suppliers	(3,316,058)
Change in accounts payable	(417,748)	1,150,261
Change in accrued expenses, other payables and advances from customers	827,939	(734,579)
Change in income tax payable	(2,922,645)	159,777
Net Cash Provided By Operating Activities	12,861,942	19,707,236
Cash Flows From Investing Activities:
Deposit for property, plant and equipment	(7,590,730)	(1,419,217)
Purchase of property, plant and equipment	(40,436,963)	(6,102,708)
Proceeds from disposal of property, plant and equipment		5,127
Cash acquired from business combination	52,831
Acquisition of subsidiary	(3,631,554)
Acquisition of intangible assets	(48,605)
Net Cash (Used in) Investing Activities	(51,655,020)	(7,516,798)
Cash Flows From Financing Activities:
Repayment of bank loan		(2,929,930)
Net cash provided by (used in) financing activities		(2,929,930)
Effect of Exchange Rate Changes on Cash	1,709,702	232,424
Increase in cash	(37,083,376)	9,492,932
Cash - Beginning of period	111,128,070	52,923,358
Cash - End of period	74,044,694	62,416,290
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest expense		47,324
Income taxes	$ 7,442,745	$ 2,409,719

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SEGMENT INFORMATION

3 Months Ended

Jun. 30, 2011

Segment Reporting

Segment Reporting Disclosure [Text Block]

16.  SEGMENT INFORMATION

The Company follows the provisions of ASC 280, “Segment Reporting,” which establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Executive Officer.

The Company has two operating segments, which are batteries and electric vehicles segments.

The batteries segment develops, manufactures, and markets rechargeable Polymer Lithium-Ion (PLI) products.  The batteries segment includes the operation of Heilongjiang ZQPT and Shenzhen ZQ.

The electric vehicles segment develops and manufactures various types of electric vehicles through the operation of Wuxi ZQ. Wuxi ZQ owns three types of products listed in the E-Bike directory, with more than 20 different specifications, including electric bicycles, electric scooters, and various electric sports utility vehicles. Wuxi ZQ products are exported to the countries and regions in Europe, the United States and Asia.

The measurement of segment income is determined as earnings before income taxes. The measurement of segment assets is based on the total assets of the segment, including intercompany advances among the PRC entities. Segment income and segment assets are reported to the Company’s (“CODM”) using the same accounting policies as those used in the preparation of these consolidated financial statements. Historically, there have been sale transactions between the two operating segments in addition to intersegment advances.

For the Three Months Ended June 30, 2011	Batteries		Electric Vehicles		Non-operating entities		Inter-segment Elimination			Consolidated Total
Net Sales	$	21,427,621	$	13,199,869	$	-	$	(3,276,838	)	$	31,350,652
Interest Income (expense)		47,408		22,507		42,258		-			112,173
Depreciation and Amortization		610,487		590,795		19,726		-			1,221,007
Segment assets		142,672,996		73,570,263		253,604,940		(220,188,730	)		249,659,469
Segment net income (loss) before tax		7,783,424		4,041,850		1,189,180		264,915			13,279,368

For the Three Months Ended June 30, 2010	Batteries		Electric Vehicles		Non-operating entities		Inter-segment Elimination			Consolidated Total
Net Sales	$	14,029,427	$	12,634,303	$	-		(3,828,372	)		22,835,358
Interest Income (expense)		36,894		(133)		43,244			-		80,005
Depreciation and Amortization		425,397		629,789		12,706			-		1,067,892
Segment assets		113,074,511		59,220,347		147,591,880		(147,612,441	)		172,274,297
Segment net income (loss) before tax		6,465,055		4,466,067		3,312,320		(922,329)			13,321,113
For the Six Months Ended June 30, 2011	Batteries		Electric Vehicles		Non-operating entities		Inter-segment Elimination			Consolidated Total
Net Sales	$	40,831,834	$	25,943,022	$	-	$	(6,782,469	)	$	59,992,387
Interest Income (expense)		88,663		44,061		86,668		-			219,392
Depreciation and Amortization		1,213,013		1,134,811		39,113		-			2,386,938
Segment assets		142,672,996		73,570,263		253,604,940		(220,188,730	)		249,659,469
Segment net income (loss) before tax		15,003,286		7,889,784		9,287,138		12,916			32,193,124

For the Six Months Ended June 30, 2010	Batteries		Electric Vehicles		Non-operating entities		Inter-segment Elimination			Consolidated Total
Net Sales	$	27,403,861	$	21,703,953	$	-	$	(6,723,439	)	$	42,384,375
Interest Income (expense)		91,931		(39,793)		95,405		-			147,543
Depreciation and Amortization		850,945		1,260,943		98,365			-		2,210,253
Segment assets		113,074,511		59,220,347		147,591,880		(147,612,441	)		172,274,297
Segment net income (loss) before tax		12,442,271		6,550,035		3,454,638		(854,106)			21,592,838

Reconciliation of segment incomes to consolidated incomes	For the Three Months Ended June 30, 2011		For the Six Months Ended June 30, 2011
	(unaudited)		(unaudited)
Total segment income (Operating entities)	$	11,825,273	$	22,893,070
Total segment income (Non-operating entities) (1)		1,189,180		9,287,138
Elimination of intersegment profits		264,915		12,916
Consolidated income before income taxes	$	13,279,368	$	32,193,124

Reconciliation of segment assets to consolidated assets	As of June 30, 2011
	(unaudited)
Total segment net assets (Operating entities)	$	216,243,259
Total segment net assets (Non-operating entities) (2)		253,604,940
Elimination of intersegment receivables		(220,188,730	)
Consolidated assets		249,659,469

Reconciliation of segment incomes to consolidated incomes	For the Three Months Ended June 30, 2010			For the Six Months Ended June 30, 2010
	(unaudited)			(unaudited)
Total segment income (Operating entities)	$	10,931,122		$	18,992,306
Total segment income (Non-operating entities) (1)		3,312,320			3,454,638
Elimination of intersegment profits		(922,329	)		(854,106	)
Consolidated income before income taxes	$	13,321,113		$	21,592,838

Reconciliation of segment assets to consolidated assets	As of June 30, 2010
	(unaudited)
Total segment net assets (Operating entities)	$	172,294,858
Total segment net assets (Non-operating entities) (2)		147,591,880
Elimination of intersegment receivables		(147,612,441	)
Consolidated assets		172,274,297

 (1) “Non-operating entities” identifies our U.S. parent corporation, Advanced Battery Technologies, Inc., and its subsidiary holding company, Cashtech Investment Limited, a British Virgin Islands corporation. “Segment income (Non-operating entities)” refers to the administrative expenses of those two entities, including the expenses attributable to our New York City office, other income/expenses arising from financing activities conducted by the parent corporation, such as “change in fair value of warrants, and other income/expenses arising from investment activity by the parent corporation.

(2) “Segment net assets (Non-operating entities”) refers to the net assets of the non-operating entities identified in the preceding note, and includes the book value of the two subsidiaries of Cashtech Investment Limited, which are our two operating companies, as well as cash accounts maintained by our parent company.  

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SHARE REPURCHASE PROGRAM

3 Months Ended

Jun. 30, 2011

Equity

Treasury Stock [Text Block]

17.  SHARE REPURCHASE PROGRAM

On June 30, 2011, the Company’s Board of Directors unanimously approved a share repurchase program that authorizes the Company to repurchase up to $10 million of the Company’s common stock in the open market. Purchases will be made at the discretion of management, with the timing dependent on prevailing market conditions. As of June 30, 2011, no shares have been repurchased.

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SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Jun. 30, 2011

Accounting Policies

SignificantAccountingPoliciesTextBlock

2. SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Cashtech Inc., Harbin ZQPT, Wuxi ZQ, Shenzhen ZQ and the VIE, HLJ ZQPT.  All significant inter-company balances and transactions have been eliminated in consolidation.

Use of estimates

In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Significant estimates required to be made by management include, but are not limited to, useful lives of property, plant and equipment, intangible assets, the recoverability of long-lived assets and the valuation of accounts receivable and inventories. Actual results could differ from those estimates.

Variable Interest Entity

The accounts of Heilongjiang ZQPT have been consolidated with the accounts of the Company because Heilongjiang ZQPT is a variable interest entity with respect to Harbin ZQPT, which is a wholly-owned subsidiary of the Company.  Harbin ZQPT is party to five agreements dated September 8, 2004 with the owners of the registered equity of Heilongjiang ZQPT and with Heilongjiang ZQPT.  In summary, the five agreements contain the following terms:

· Consulting Services Agreement and Operating Agreement. These two agreements provide that Harbin ZQPT will be fully responsible for the management of Heilongjiang ZQPT, both financial and operational. Harbin ZQPT has assumed responsibility for the debts incurred by Heilongjiang ZQPT and for any shortfall in its registered capital. In exchange for these services and undertakings, Heilongjiang ZQPT pays a fee to Harbin ZQPT equal to the net profits of Heilongjiang ZQPT. In addition, Heilongjiang ZQPT pledges all of its assets, including accounts receivable, to Harbin ZQPT. Meanwhile, Heilongjiang ZQPT's shareholders pledged the equity interests of Heilongjiang ZQPT to Harbin ZQPT to secure the payment of the Fee.

· Proxy Agreement. In this agreement, the shareholders of Heilongjiang ZQPT granted an irrevocable proxy to the person designated by Harbin ZQPT to exercise the voting rights and other rights of shareholder.

· Option Agreement. In this agreement, the shareholders of Heilongjiang ZQPT granted to Harbin ZQPT the right to purchase all of their equity interest in the registered capital of Heilongjiang ZQPT or the assets of Heilongjiang ZQPT. The option may be exercised whenever the transfer is permitted under the laws of the PRC. The purchase price shall be equal to the original paid-in price of the Purchased Equity Interest by the Transferor, unless the applicable PRC laws and regulations require appraisal of the equity interests or stipulate other restrictions on the purchase price of equity interests. The agreement also contains covenants designed to prevent any material change occurring in the legal or financial condition of Heilongjiang ZQPT without the consent of Harbin ZQPT.

· Equity Pledge Agreement. In this agreement, Heilongjiang ZQPT shareholders agree to pledge all the equity interest in Heilongjiang ZQPT to Harbin ZQPT as security for the performance of the obligation under the Consulting Services Agreement and the payment of Consulting Services Fees under each agreement.

Harbin ZQPT may terminate the agreements at will.  Heilongjiang ZQPT may only terminate the agreements if (a) there is an unremedied breach by Harbin ZQPT, (b) the operations of Harbin ZQPT are terminated, (c) Heilongjiang ZQPT loses its business license, or (d) circumstances arise that materially and adversely affect the performance or objectives of the Agreement.  The Consulting Services Agreement, under which all revenues are assigned from Heilongjiang ZQPT to Harbin ZQPT, and the Equity Pledge Agreement have no expiration date.  The other three agreements terminate on September 4, 2014 unless extended by the parties.

In sum, the agreements transfer to Harbin ZQPT all of the benefits and all of the risk arising from the operations of Heilongjiang ZQPT, as well as complete managerial authority over the operations of Heilongjiang ZQPT.   Harbin ZQPT is the guarantor of all of the obligations of Heilongjiang ZQPT.  Since 2004 all of the funds used by Heilongjiang ZQPT to expand and operate its business have been provided by Harbin ZQPT.  By reason of the relationship described in these agreements, Heilongjiang ZQPT is a variable interest entity with respect to Harbin ZQPT because the following characteristics identified in ASC 810-10-15-14 are present:

- The holders of the equity investment in Heilongjiang ZQPT lack the direct or indirect ability to make decisions about the entity’s activities that have a significant effect on the success of Heilongjiang ZQPT, having assigned their voting rights and all managerial authority to Harbin ZQPT.  (ASC 810-10-15-14(b)(1)).

- The holders of the equity investment in Heilongjiang ZQPT lack the obligation to absorb the expected losses of Heilongjiang ZQPT, having assigned to Harbin ZQPT all revenue and responsibility for all payables.  (ASC 810-10-15-14(b)(2).

- The holders of the equity investment in Heilongjiang ZQPT lack the right to receive the expected residual returns of Heilongjiang ZQPT, having granted to Harbin ZQPT all revenue as well as an option to purchase the equity interests at a fixed price.  (ASC 810-10-15-14(b)(3)).

Because the relationship between Heilongjiang ZQPT and Harbin ZQPT is entirely contractual, the Company’s interest in Heilongjiang ZQPT depends on the enforceability of those agreements under the laws of the PRC.  We are not aware of any judicial decision as to the enforceability of similar agreements under PRC law.  However, as the owners of the registered equity of Heilongjiang ZQPT are our Chairman, his spouse, and three close associates, we do not believe that there is a significant risk that Heilongjiang ZQPT will seek to terminate the relationship or otherwise breach the agreements.  Accordingly, we believe that consolidation of the financial statements of Heilongjiang ZQPT with those of the Company is appropriate.

The carrying amount and classification of Heilongjiang ZQPT’s assets and liabilities included in the Consolidated Balance Sheets are as follows:

	June 30, 2011		December 31, 2010
	(unaudited)
Total current assets*	$	86,958,498	$	83,649,753
Total assets*		131,895,059		133,306,312
Total current liabilities**		17,428,554		32,396,351
Total liabilities**		17,428,554		32,396,351
______________ * Including intercompany accounts of $40,008,156 and $7,314,032 as at June 30, 2011 and December 31, 2010 that are eliminated in consolidation. ** Including intercompany accounts of $14,294,011 and $30,788,579 as at June 30, 2011 and December 31, 2010 that are eliminated in consolidation.

  The following table summarizes the effects of consolidating Heilongjiang ZQPT with Advanced Battery Technologies and its subsidiaries:

	Advanced Battery  Technologies and Subsidiaries			Heilongjiang ZQPT			Intercompany Eliminations			Consolidated
Balance Sheet
Current Assets	$	64,684,971		$	86,958,498		$	(40,008,156	)	$	111,635,313
Property, Plant & Equipment		66,732,249			40,775,942			-			107,508,191
Total Assets	$	117,764,410			131,895,059			-			249,659,469
Current Liabilities		5,002,660			17,428,554			(14,294,011	)		8,137,203
Long-Term Liabilities		3,566,266			-			-			3,566,266
Stockholders’ Equity		123,489,495			114,466,505			-			237,956,000
Statements of Operations - Six Months Ended June 30, 2011
Revenue		35,545,113			31,229,743			(6,782,469	)		59,992,387
Gross Profit		10,573,567			14,691,967			(12,915	)		25,252,619
Operating Income		7,140,343			13,720,106			(12,915	)		20,847,534
Net Income		16,015,332			11,238,994			(12,915	)		27,241,411
Statements of Cash Flows - Six Months Ended June 30, 2011
Net Cash (Used In) Provided By Operating Activities		(7,724,941	)		20,586,883			-			12,861,942
Net Cash (Used In) Investing Activities		(47,177,008	)		(4,478,013	)		-			(51,655,020	)
Net Cash (Used In) Provided By Financing Activities		-			(37,296,042	)		37,296,042			-

The Company is pursuing governmental approval of the transfer of all of the assets of Heilongjiang ZQPT to Harbin ZQPT.  To date, all of the real property interests have been transferred.  Management believes that transfer of all of the assets will be completed in 2012, at which time the VIE relationship will be terminated.

Fair value of financial instruments

The Company adopted the provisions of Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures.” ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. 

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the balance sheets for cash, accounts receivable, loan receivables, other receivables, advance to suppliers, short-term loan, accounts payable, advance from customers, accrued expenses, other payables and deposits for property, plant and equipment, approximate their fair market value due to the short-term nature of these instruments. The Company uses Level 3 method to measure fair value of its warrant liability.  See Note 11 for disclosure of the inputs and valuation techniques used to measure the fair value of the warrant liability.  During the three and six months ended June 30, 2011 and 2010, the Company’s warrant liability accounts changed as follows:

	Three months ended June 30,						Six months ended June 30,
	2011			2010			2011			2010
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Beginning balance	$	2,729,984		$	16,015,461		$	11,749,803		$	17,221,335
Issuance of warrants		-			-			-			-
Exercise of warrants		-			-			-			-
Change in fair value of warrants included in earnings *		(2,189,565	)		(4,191,406	)		(11,209,384	)		(5,397,280	)
Ending balance	$	540,419		$	11,824,055		$	540,419		$	11,824,055

_______________

*   Reported on Consolidated Statements of Income and Other Comprehensive Income:  Other Income (Expenses):  Change in Fair Value of Warrants.

The Company did not identify any other assets or liabilities that are required to be re-measured at fair value at a recurring basis in accordance with ASC 820.

Goodwill

Goodwill and other intangible assets are accounted for in accordance with the provisions of ASC 350, “Intangibles - Goodwill and Other.” Under ASC 350, goodwill and intangible assets that are deemed to have indefinite useful lives are not amortized. Rather, they are assessed for impairment. We perform impairment testing on the intangible assets whenever events or changes indicate that the fair value of these intangible might be impacted.  We perform the goodwill impairment assessment on the last day of the each fiscal year.  To test goodwill for impairment, we first assign the recorded goodwill to one of our two reporting units, the battery operations and the electric vehicle operations, by comparing the estimated fair value of the reporting unit as a whole with the fair values of the unit’s identifiable net assets.  We apply the following two-step process to each reporting unit:

- Step 1: We estimate the fair value of the reporting unit (UFV) in the manner described above and compare it with the unit’s book value (UBV), which equals the recorded amounts of assets and allocated goodwill less liabilities. We measure the fair value of the reporting unit by projecting five years of net cash flow from the reporting unit then discounting to present value. When UFV is greater than UBV, there is no impairment, and the test is complete. When UFV is less than UBV, then we go to Step 2.

- Step 2:  We estimate the implied fair value (GFV) of the reporting unit’s goodwill by repeating the process performed at acquisition. This requires subtracting estimated current fair values of the unit’s identifiable net assets from the unit’s estimated fair value (UFV), and comparing the difference with the carrying amount of the goodwill (GBV).  When GFV is greater than GBV, goodwill is not impaired. When GFV is less than GBV, we record an impairment write-off equal to the difference.

Revenue recognition

The Company recognizes revenue in accordance with Staff Accounting Bulletin (“SAB”) 104. Sales revenue is recognized when title and risks have passed, which is generally at the date of shipment and when collectability is reasonably assured.

The Company sells its products to customers who have passed the Company’s credit check. Sales agreements are signed with each customer. The purchase price of products is fixed in the agreement. The Company makes custom products based on sales agreements, so no returns are allowed. The Company provides warranty on the product for one year from the date of shipment only in the event of defects. Historically, the Company has not experienced significant defects, and replacements for defects have been minimal. For the three and six months ended June 30, 2011 and 2010, no sales returns and allowances have been recorded. Should returns increase in the future it would be necessary to adjust estimates, in which case recognition of revenues could be delayed. Payments received before all of the relevant criteria for revenue recognition are recorded as advance from customers.

Net sales of products represent the invoiced value of goods, net of value added taxes (“VAT”), sales returns, trade discounts and allowances. The Company is subject to VAT which is levied on majority of the Company’s products at the rate of 17% on the invoiced value of sales. Output VAT is borne by customers in addition to the invoiced value of sales and input VAT is borne by the Company in addition to the invoiced value of purchases to the extent not refunded for export sales. Input VAT paid is recoverable from output VAT charged to customers.

Research and development costs

Research and development costs are expensed as incurred. The salaries of engineers and technical staff in our research and development division are included in research and development expense. The Company had $298,257 and $38,980 for the three months ended June 30, 2011 and 2010, and $444,058 and $86,420 for the six months ended June 30, 2011 and 2010, respectively.

Comprehensive income

Comprehensive income is defined to include changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. Comprehensive income includes net income and the foreign currency translation gain, net of tax. 

 Statutory Reserves

Under PRC law our Chinese subsidiaries are required to provide for a statutory general reserve, and are permitted to provide for an enterprise expansion fund and a staff welfare and bonus fund.  Each subsidiary is required to allocate at least 10% of its after tax profits as determined under PRC GAAP to the general reserve, but have the right to discontinue allocations to the general reserve when the balance of the general reserve has reached 50% of the subsidiary’s registered capital.  Appropriations to the enterprise expansion fund and the staff welfare and bonus fund are at the discretion of the board of directors of the subsidiary.

The aggregate balance of our subsidiaries’ general reserve funds at June 30, 2011 and December 31, 2010 was $5,558,455 and $4,855,774, respectively.  HLJ ZQPT did not contribute to this fund in the current period, since it has allocated the maximum required.  None of the subsidiaries has contributed to the enterprise expansion fund or to the staff welfare and bonus fund.  The balance of the general reserve fund cannot be distributed to the parent corporation except upon liquidation of the subsidiary, and will not be available for payment of dividends to the Company’s shareholders.

Foreign currency translation and transactions

The functional currency of Harbin ZQPT, HLJ ZQPT and Wuxi ZQ is the Chinese Renminbi (“RMB”). For financial reporting purposes, RMB has been translated into United States dollars ("USD") as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Income statement accounts are translated at the average rate of exchange prevailing for the period. Capital accounts are translated at their historical exchange rates when the capital transaction occurred. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders' equity as "Accumulated other comprehensive income." Gains and losses resulting from foreign currency translation are included in accumulated other comprehensive income.

Gains and losses resulting from transactions denominated in foreign currencies are included in other income (expense) in the consolidated statements of income.

Recently Adopted Accounting Pronouncements

In July 2010, the FASB issued ASU No. 2010-20, Receivables (Topic 310). This update requires new disclosures and enhances current disclosures about the allowance for credit losses and the credit quality of financing receivables. However, the following receivables are excluded from the scope of this amendment: receivables measured at fair value with changes included in earnings and receivables measured at lower of cost or market and trade receivables with contractual maturities of one year or less that arose from the sale of goods or services. This standard is effective for interim and annual periods ending on or after December 15, 2010. The Company adopted the disclosure requirements effective January 1, 2011.

In December 2010, FASB issued an amendment to the disclosure of supplementary pro forma information for business combinations. The amendments in this ASU specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. We adopted this guidance on January 1, 2011 and have disclosed our acquisition of Shenzhen ZQ accordingly

In January 2010, FASB issued an amendment regarding improving disclosures about fair value measurements. This new guidance requires some new disclosures and clarifies some existing disclosure requirements about fair value measurement. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. There was no impact from the adoption of this guidance to our consolidated balance sheets or statements of income as the amendment only addresses disclosures.

In April 2010, FASB issued an amendment to Stock Compensation. The amendment clarifies that an employee stock-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity shares trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. Our adoption of this guidance does not have impact on the consolidated financial statements since our stock-based payment awards have an exercise price denominated in the same currency of the market in which our Company shares are traded.

In December 2010, the FASB issued amendments to the guidance on goodwill impairment testing. The amendments modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In making that determination, an entity should consider whether there are any adverse qualitative factors indicating that impairment may exist.  The amendments were effective January 1, 2011 and the Company adopted this guidance on January 1, 2011 which did not have a material impact in the Consolidated Financial Statements.

In January 2010, the FASB issued additional disclosure requirements for fair value measurements which the company included in its interim and annual financial statements in 2010. Certain disclosure requirements relating to fair value measurements using significant unobservable inputs (Level 3) were deferred until January 1, 2011. These new requirements did not have an impact in the consolidated financial results as they relate only to additional disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. The amendments change the wording used to describe the requirements in U.S. GAAP for measuring fair value and for disclosing information about the fair value measurements. The amendments include the following:

1. Those that clarify the Board’s intent about the application of existing fair value measurement and disclosure requirements.

2. Those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements.

The amendments in this Update are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. For nonpublic entities, the amendments are effective for annual periods beginning after December 15, 2011. Early application by public entities is not permitted. Nonpublic entities may apply the amendments in this Update early, but no earlier than for interim periods beginning after December 15, 2011.

The Company is currently evaluating the impact, if any, of ASU No. 2011-04 on the Company’s financial position and results of operations.

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. Under the amendments, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The presentation option under current GAAP to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity has been eliminated.

The amendments in this Update should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. For nonpublic entities, the amendments are effective for fiscal years ending after December 15, 2012, and interim and annual periods thereafter. Early adoption is permitted because compliance with amendments is already permitted. The Company already complies with this presentation.

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EARNINGS PER SHARE

3 Months Ended

Jun. 30, 2011

Earnings Per Share

Earnings Per Share [Text Block]

10. EARNINGS PER SHARE

Earnings per share is determined by dividing net income for the periods by the weighted average number of both basic and diluted shares of common stock and common stock equivalents outstanding pursuant to ASC 260, “Earnings Per Share.”  The following are the calculations for earnings per share for the three and six months ended June 30, 2011 and 2010.

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2011		2010		2011		2010
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Basic earnings per share
Net Income	$	10,272,205	$	12,510,238	$	27,241,411	$	20,034,811
Weighted average number of common share outstanding - Basic		76,444,372		61,549,661		76,430,526		61,544,259
Earnings per share - Basic	$	0.13	$	0.20	$	0.36	$	0.33
Diluted earnings per share
Net Income	$	10,272,205	$	12,510,238	$	27,241,411	$	20,034,811
Weighted average number of common shares outstanding - Basic		76,444,372		61,549,661		76,430,526		61,544,259
Effect of conversion of preferred stock		528		528		528		528
Effect of exercise of options		-		64,268		-		64,268
Effect of diluted securities - unvested shares		6,168,333		7,047,333		6,168,333		7,047,333
Weighted average number of common shares outstanding - Diluted		82,613,233		68,661,790		82,599,387		68,656,388
Earnings per share - Diluted	$	0.12	$	0.18	$	0.33	$	0.29

At June 30, 2011 and 2010, the Company had outstanding warrants of 10,950,113 and 6,825,113, respectively. Warrants were excluded in the diluted earnings per share calculation as the stock market price is below warrants’ exercise price and were anti-dilutive for the three and six months ended June 30, 2011 and 2010.  At June 30, 2011, the Company had outstanding options of 340,000 that were excluded in the diluted earnings per share calculation as the stock market price is below options’ exercise price and were anti-dilutive for the three and six months ended June 30, 2011.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Jun. 30, 2011

Commitment and Contingencies

Commitments Contingencies and Guarantees [Text Block]

14. COMMITMENTS AND CONTINGENCIES

The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in the North America and Western Europe. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

The Company’s sales, purchases and expenses transactions are denominated in RMB and all of the Company’s assets and liabilities are also denominated in RMB. The RMB is not freely convertible into foreign currencies under the current law. In China, foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China, the central bank of China. Remittances in currencies other than RMB may require certain supporting documentation in order to affect the remittance.

The Company entered into various agreements to purchase equipment and machinery in an effort to expand its production in 2010.  As of June 30, 2011, the Company made a total payment of $3,931,596 on those equipment and machinery and a payment of $24,506,846 for the factories and land in Dongguan city. Additionally, the Company entered into several contracts and already made payment of $29,890,381 for ongoing construction projects. The Company still has the commitment to pay the remaining contract amount of $18 million in 2011. 

The Company entered into a lease agreement with Pantheon Realty, Inc. to lease its prior administrative office.  Under the agreement, the Company is obligated to pay $4,000 monthly from June 1, 2009 to May 31, 2011.  The Company entered into another lease agreement with 15 W 39th St. NY LLC to lease its administrative office in New York City from June 1, 2009 to May 31, 2012. Under the agreement, the Company is obligated to pay $8,000, $8,200 and $8,405 monthly for the first, second and third year, respectively.  The following table sets forth the Company’s obligations for New York City leaseholds:

	Third Party Lease
Remainder of 2011	$	50,430
2012		42,025
Total	$	92,455

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Jun. 30, 2011	Dec. 31, 2010
Current assets:
Cash	$ 74,044,694	$ 111,128,070
Accounts receivable, net of allowance for doubtful accounts of $68,938 and $67,392 as of June 30, 2011 and December 31, 2010, respectively	19,509,545	16,084,366
Inventories, net of allowance for obsolescence of nil as of June 30, 2011 and December 31, 2010	8,076,814	5,224,553
Loan receivable and other receivables	1,991,156	1,872,888
Advance to suppliers, net	7,555,536	4,015,313
Deferred tax asset	457,568	447,305
Total Current Assets	111,635,313	138,772,495
Property, plant and equipment, net	107,508,191	57,452,244
Other assets:
Investment - equity in affiliate	763,973	776,860
Deposit for investment		11,721,468
Deposit for property, plant and equipment	10,040,744	2,307,350
Intangible assets, net - other	13,819,788	13,957,505
Goodwill	5,805,499	2,566,337
Other assets	85,961	44,211
Total other assets	30,515,965	31,373,731
Total Assets	249,659,469	227,598,470
Current liabilities:
Accounts payable	3,175,085	1,282,410
Accrued expenses, other payables and advances from customers	1,934,301	451,294
Income tax payable	3,027,817	5,887,027
Total Current Liabilities	8,137,203	7,620,731
Long term liabilities:
Deferred tax liability	3,025,847	3,025,847
Warrant liability	540,419	11,749,803
Total Liabilities Total Liabilities	11,703,469	22,396,381
Commitments and contingencies
Stockholders' Equity
Preferred stock, $0.001 face value; 5,000,000 shares authorized; 2 shares issued and 2 shares outstanding as of June 30, 2011 and December 31, 2010. Liquidation preference of $2,000 as of June 30, 2011 and December 31, 2010.
Common stock, $0.001 par value; 150,000,000 shares authorized; 76,635,015 and 76,619,220 shares issued as of June 30, 2011 and December 31, 2010, respectively. 76,440,434 and 76,424,639 shares outstanding as of June 30, 2011 and December 31, 2010, respectively.	76,635	76,619
Additional paid-in capital – stock and stock equivalents	101,089,033	100,198,536
Accumulated other comprehensive income	16,036,180	11,414,192
Statutory reserve	5,558,455	4,855,774
Retained earnings	115,695,187	89,156,458
Less: Cost of treasury stock (194,581 shares as of June 30, 2011 and December 31, 2010)	(499,490)	(499,490)
Total Stockholders' Equity	237,956,000	205,202,089
Total Liabilities and Stockholders' Equity	$ 249,659,469	$ 227,598,470