UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





Amendment No. 1 to


FORM 10-K/A





(Mark One)





[X]

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



For the fiscal year ended June 30, 2011





[  ]

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



For the transition period from _____________ to____________





Commission file number: 001-34587





SHENGKAI INNOVATIONS, INC.


(Exact name of registrant as specified in its charter)





Florida

11-3737500(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)No. 106 Zhonghuan South Road

Airport  Industrial  Park

Tianjin, People’s Republic of China

300308(Address of principal executive offices)

(Zip Code)





Registrant’s telephone number, including area code + (86) 22-5883-8509





Securities registered under Section 12(b) of the Exchange Act:





Title of each class

Name of each exchange on which registeredCommon Stock, par value $0.001 per share

The NASDAQ Stock Market LLC





Securities registered pursuant to section 12(g) of the Act





Common Stock, par value $0.001 per share





(Title of Class)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     [  ] Yes     [X] No





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.     [  ] Yes     [X] No





Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  [X] Yes  [  ] No





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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     [  ] No





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]





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





Large accelerated filer [  ]                                                                                          Accelerated filer [  ]





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





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


[  ] Yes                               [X] No





State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.





Note – If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.





The aggregate market value of the voting and non-voting common stock of the issuer held by non-affiliates was approximately $53,419,947 based upon the closing price of the common stock ($5.74) as quoted by NASDAQ on December 31, 2010.





APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY


PROCEEDINGS DURING THE PRECEDING FIVE YEARS:








Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.





[  ] Yes                                [  ] No








(APPLICABLE ONLY TO CORPORATE REGISTRANTS)





Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.





As of September 22, 2011, there were 33,226,611 issued and outstanding shares of the issuer’s common stock.





DOCUMENTS INCORPORATED BY REFERENCE





List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g. annual report to security holders for fiscal year ended December 24, 1980).





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EXPLANATORY NOTE TO 10-K/A





This Amendment No. 1 (“Amendment No. 1”) to our Annual Report on Form 10-K for the fiscal year ended June 30, 2011, originally filed with the Securities and Exchange Commission on September 26, 2011 (the “Original Filing”) is being filed to include the audit report of BDO China Li Xin Hua CPA Co., Ltd. for the fiscal year ended June 30, 2010, which was inadvertently omitted from the Original Filing.





In connection with filing this Amendment No. 1, the Company is also filing currently dated certifications of the Company's principal executive officer and principal financial officer pursuant to Rules 13a-14(a) and 13a-14(b) under the Securities Exchange Act of 1934, as amended. Except as described above, no other amendments are being made to the Original Filing. This Amendment No.1 does not reflect events occurring after the filing of the Original Filing or modify or update the disclosure contained therein in any way other than as required to reflect the amendments discussed above.




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Item8.  Financial Statements and Supplementary Data.




The below audit report of BDO China Li Xin Da Hua CPA Co., Ltd. shall follow the audit report of Albert Wong & Co. on page F-2 of our Report.





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Board of Directors and Stockholders of


Shengkai Innovations, Inc.


Tianjin


China





We have audited the accompanying consolidated balance sheet of Shengkai Innovations, Inc. and subsidiaries as of June 30, 2010 and the related consolidated statements of income and other comprehensive income, shareholders’ equity, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.





We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.





In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Shengkai Innovations, Inc. and subsidiaries as of June 30, 2010 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.





/s/ BDO China Li Xin Da Hua CPA Co.,Ltd.





Shenzhen, China





September 28, 2010


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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Tianjin, PRC, on the 29thday of September, 2011.





SHENGKAI INNOVATIONS, INC.By:
/s/ Wang ChenWang ChenChief Executive Officer and Chairman





Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to Annual Report on Form 10-K has been signed below by the following persons on behalf of the Company in the capacities and on the dates indicated.





/s/ Wang Chen

September 29, 2011Wang ChenChief Executive Officer (principal executive officer) and Chairman/s/ David Ming He

September 29, 2011David Ming HeChief Financial Officer (principal financial and accounting officer)





/s/ Guo Wei

September 29, 2011Guo WeiDirector/s/ Michael Marks

September 29, 2011Michael MarksDirector





/s/ Jun Leng

September 29, 2011Jung LengDirector/s/ Ruizhu Mu

September 29, 2011Ruizhu MuDirector








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