UNITED
STATES





SECURITIES
AND EXCHANGE COMMISSION





Washington,
D.C. 20549





FORM
10-Q





(Mark
One)


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


For
the quarterly period ended December 31, 2008





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


For
the transition period from _______ to _______





Commission
file number: 000-51972





SHENGKAI
INNOVATIONS, INC.


______________________________________________________(Exact
      name of small business issuer as specified in its
  charter)





Florida
                
                11-3737500(State
      or other jurisdiction of incorporation or
                  organization)
                
                (IRS
      Employer identification
No.)





NO.
27, WANG GANG ROAD


JIN
NAN (SHUANG GANG) ECONOMIC AND TECHNOLOGY DEVELOPMENT AREA


TIANJIN, PEOPLE’S REPUBLIC
OF CHINA


(Address
of principal executive offices)





(8622)
2858-8899


(Registrant’s
telephone number, including area code)





SOUTHERN SAUCE COMPANY,
INC.


(Former
name, former address and former fiscal year, if changed since last
report)





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





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, 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 o
      (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 Exchange Act.): Yes   ̈ No  x




APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:





Check
whether the registrant filed all documents and reports required to be filed by
Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes   ̈  No   ̈




APPLICABLE
ONLY TO CORPORATE ISSUERS:





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: 22,112,500 shares of common stock, $.001 par
value, were outstanding as of February 13, 2009.









TABLE
OF CONTENTS





PagePART
      IItem
      1.
                      Financial
      Statements
                      
                      3Item
      2.
                      Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
                      
                      4Item
      3.
                      Quantitative
      and Qualitative Disclosures About Market Risk
                      
                      10Item
      4.
                      Controls
      and Procedures
                      
                      10PART
      II
                      
                      10Item
      1.
                      Legal
      Proceedings
                      
                      10Item
      1A.
                      Risk
      Factors
                      
                      10Item
      2.
                      Unregistered
      Sales of Equity Securities and Use of Proceeds
                      
                      11Item
      3.
                      Defaults
      Upon Senior Securities
                      
                      11Item
      4.
                      Submission
      of Matters to a Vote of Security Holders
                      
                      11Item
      5.
                      Other
      Information
                      
                      11Item
      6.
                      Exhibits
                      
                      11SIGNATURES
                      
                      12




2




PART
I – FINANCIAL INFORMATION





Item
1.                       Financial
Statements





SHENGKAI
INNOVATIONS, INC.




FINANCIAL
STATEMENTS




FOR
THE SIX MONTHS ENDED DECEMBER 31, 2008 AND 2007




(Stated
in US dollars)(Unaudited)




3




SHENGKAI INNOVATIONS,
INC.




CONTENTS
                    
                    PAGESREPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                    
                    F-2CONSOLIDATED
      BALANCE SHEETS
                    
                    F-3
      – F-4CONSOLIDATED
      STATEMENTS OF INCOME
                    
                    F-5CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS’ EQUITY
                    
                    F-6CONSOLIDATED
      STATEMENTS OF CASH FLOWS
                    
                    F-7
      – F-8NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS
                    
                    F-9
      – F-26




F-1




ALBERT
WONG & CO.


CERTIFIED
PUBLIC ACCOUNTANTS


7th
Floor, Nan Dao Commercial Building


359-361
Queen’s Road Central


Hong
Kong


Tel :
2851 7954


Fax: 2545
4086





ALBERT
WONG


B.Soc.,
Sc., LL.B., P.C.LL., Barrister-at-law, C.P.A.(Practising).








To: The
Board of Directors and Stockholders of


Shengkai
Innovations, Inc.





Report of Independent
Registered Public Accounting Firm





We have
reviewed the accompanying interim balance sheets of Shengkai Innovations, Inc.
as of December 31, 2008 and 2007, and the related statements of income,
stockholders’ equity and cash flows for the six-month periods then ended, in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). All information included in these financial statements is the
representation of the management of Shengkai Innovations, Inc.





A review
consists principally of inquiries of company personnel and analytical procedures
applied to financial data. It is substantially less in scope than an audit in
accordance with the standards of the Public Company Accounting Oversight Board
(United States), the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.





Based on
our review, we are not aware of any material modifications that should be made
to the accompanying financial statements in order for them to be in conformity
with U.S. generally accepted accounting principles.





Hong
      Kong
              Albert
      Wong & Co.February
      11, 2009
              Certified
      Public Accountants




F-2




SHENGKAI
INNOVATIONS, INC.


CONSOLIDATED
BALANCE SHEETS


AS
AT DECEMBER 31, 2008 AND JUNE 30, 2008


(Stated
in US Dollars)





Note
                                                                      
                                                                      
                                                                      December
      31, 2008
                                                                      
                                                                      
                                                                      June
      30, 2008(Unaudited)
                                                                      
                                                                      
                                                                      (Audited)ASSETSCurrent assetsCash
      and cash equivalents
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      $
                                                                      30,601,824
                                                                      
                                                                      
                                                                      $
                                                                      21,313,484Pledged
      deposits
                                                                      
                                                                      
                                                                      4
                                                                      
                                                                      
                                                                      
                                                                      628,841
                                                                      
                                                                      
                                                                      
                                                                      500,000Trade
      receivables
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      3,868,069
                                                                      
                                                                      
                                                                      
                                                                      3,596,318Notes
      receivable
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      8,732Other
      receivables
                                                                      
                                                                      
                                                                      5
                                                                      
                                                                      
                                                                      
                                                                      10,213
                                                                      
                                                                      
                                                                      
                                                                      19,791Deposits
      and prepaid expenses
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      379,329
                                                                      
                                                                      
                                                                      
                                                                      2,543Advances
      to suppliers
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      278,496
                                                                      
                                                                      
                                                                      
                                                                      12,350Inventories
                                                                      
                                                                      
                                                                      6
                                                                      
                                                                      
                                                                      
                                                                      1,271,714
                                                                      
                                                                      
                                                                      
                                                                      725,327Total
      current assets
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      $
                                                                      37,038,486
                                                                      
                                                                      
                                                                      $
                                                                      26,178,545Property,
      plant and equipment, net
                                                                      
                                                                      
                                                                      7
                                                                      
                                                                      
                                                                      
                                                                      2,549,773
                                                                      
                                                                      
                                                                      
                                                                      2,523,062Intangible
      assets, net
                                                                      
                                                                      
                                                                      8
                                                                      
                                                                      
                                                                      
                                                                      6,334,655
                                                                      
                                                                      
                                                                      
                                                                      6,699,932Deposits
      on purchase of computer system
                                                                      
                                                                      
                                                                      15
                                                                      
                                                                      
                                                                      
                                                                      4,376,878
                                                                      
                                                                      
                                                                      
                                                                      4,365,668TOTAL
      ASSETS
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      $
                                                                      50,299,792
                                                                      
                                                                      
                                                                      $
                                                                      39,767,207LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilitiesNotes
      payable
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      $
                                                                      128,841
                                                                      
                                                                      
                                                                      $
                                                                      -Accounts
      payable
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      904,277
                                                                      
                                                                      
                                                                      
                                                                      938,483Advances
      from customers
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      230,353
                                                                      
                                                                      
                                                                      
                                                                      29,852Other
      payables
                                                                      
                                                                      
                                                                      9
                                                                      
                                                                      
                                                                      
                                                                      537,432
                                                                      
                                                                      
                                                                      
                                                                      549,626Accruals
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      112,434
                                                                      
                                                                      
                                                                      
                                                                      116,673Income
      tax payable
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      857,966
                                                                      
                                                                      
                                                                      
                                                                      951,031Total
      current liabilities
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      $
                                                                      2,771,303
                                                                      
                                                                      
                                                                      $
                                                                      2,585,665TOTAL
      LIABILITIES
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      $
                                                                      2,771,303
                                                                      
                                                                      
                                                                      $
                                                                      2,585,665Commitments
      and contingencies
                                                                      
                                                                      
                                                                      15
                                                                      
                                                                      
                                                                      $
                                                                      -
                                                                      
                                                                      
                                                                      $
                                                                      -




See
accompanying notes to consolidated financial statements




F-3




SHENGKAI
INNOVATIONS, INC.


CONSOLIDATED
BALANCE SHEETS (Continued)


AS
AT DECEMBER 31, 2008 AND JUNE 30, 2008


(Stated
in US Dollars)





Note
                            
                            
                            December
      31, 2008
                            
                            
                            June
      30, 2008(Unaudited)
                            
                            
                            (Audited)STOCKHOLDERS’
      EQUITYPreferred
      stock – $0.001 par value 15,000,000 share authorized ; 7,887,368 and
      5,915,526 shares issued and outstanding as of December 31, 2008 and June
      30, 2008 respectively
                            
                            
                            10
                            
                            
                            $
                            7,887
                            
                            
                            $
                            5,916Common
      stock - $0.001 par value 50,000,000 shares authorized; 22,112,500 shares
      issued and outstanding as of December 31, 2008 and June 30,
      2008
                            
                            
                            11
                            
                            
                            
                            22,113
                            
                            
                            
                            22,113Additional
      paid-in capital
                            
                            
                            11
                            
                            
                            
                            30,666,631
                            
                            
                            
                            23,494,626Statutory
      reserves
                            
                            
                            
                            
                            
                            
                            4,691,725
                            
                            
                            
                            2,875,066Retained
      earnings
                            
                            
                            
                            
                            
                            
                            9,539,336
                            
                            
                            
                            8,257,303Accumulated
      other comprehensiveIncome
                            
                            
                            
                            
                            
                            
                            2,600,797
                            
                            
                            
                            2,526,518$
                            47,528,489
                            
                            
                            $
                            37,181,542TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                            
                            
                            
                            
                            
                            $
                            50,299,792
                            
                            
                            $
                            39,767,207





See
accompanying notes to financial statements




F-4




SHENGKAI
INNOVATIONS, INC.


CONSOLIDATED
STATEMENTS OF INCOME


FOR
THE THREE- MONTHS AND SIX-MONTHS ENDED DECEMBER 31, 2008 AND 2007


(Stated
in US Dollars) (Unaudited)





Six
      months ended December 31,
                                                                                                    
                                                                                                    
                                                                                                    Three
      months ended December 31,Notes
                                                                                                    
                                                                                                    
                                                                                                    2008
                                                                                                    
                                                                                                    
                                                                                                    2007
                                                                                                    
                                                                                                    
                                                                                                    2008
                                                                                                    
                                                                                                    
                                                                                                    2007Net
      revenues
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    17,340,054
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    14,210,811
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    8,142,807
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    7,605,454Cost
      of sales
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    (7,011,661
                                                                                                    )
                                                                                                    
                                                                                                    
                                                                                                    (5,779,597
                                                                                                    )
                                                                                                    
                                                                                                    
                                                                                                    (3,404,087
                                                                                                    )
                                                                                                    
                                                                                                    
                                                                                                    (3,090,010
                                                                                                    )Gross
      profit
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    10,328,393
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    8,431,214
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    4,738,720
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    4,515,444Operating
      expenses:Selling
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    (1,756,476
                                                                                                    )
                                                                                                    
                                                                                                    
                                                                                                    (1,347,377
                                                                                                    )
                                                                                                    
                                                                                                    
                                                                                                    (885,639
                                                                                                    )
                                                                                                    
                                                                                                    
                                                                                                    (888,389
                                                                                                    )General
      and administrative
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    (1,102,185
                                                                                                    )
                                                                                                    
                                                                                                    
                                                                                                    (782,316
                                                                                                    )
                                                                                                    
                                                                                                    
                                                                                                    (505,699
                                                                                                    )
                                                                                                    
                                                                                                    
                                                                                                    (415,926
                                                                                                    )Operating
      income
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    7,469,732
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    6,301,521
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    3,347,382
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    3,211,129Other
      income
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    7,316
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    8,942
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    8,942Interest
      income
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    66,111
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    7,023
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    43,265
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    4,381Income
      before income tax
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    7,543,159
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    6,317,486
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    3,390,647
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    3,224,452Income
      tax
                                                                                                    
                                                                                                    
                                                                                                    10
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    (1,884,281
                                                                                                    )
                                                                                                    
                                                                                                    
                                                                                                    (2,054,554
                                                                                                    )
                                                                                                    
                                                                                                    
                                                                                                    (858,086
                                                                                                    )
                                                                                                    
                                                                                                    
                                                                                                    (1,030,575
                                                                                                    )Net
      income
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    5,658,878
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    4,262,932
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    2,532,561
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    2,193,877Basic
      earnings per sharebefore dividend
                                                                                                    
                                                                                                    
                                                                                                    13
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    0.256
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    0.207
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    0.115
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    0.107Basic
      earnings per share afterdividend
                                                                                                    
                                                                                                    
                                                                                                    13
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    0.140
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    0.207
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    0.115
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    0.107Diluted
      earnings per shareafter dividend
                                                                                                    
                                                                                                    
                                                                                                    13
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    0.103
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    0.207
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    0.084
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    0.107Basic
      weighted average shareoutstanding
                                                                                                    
                                                                                                    
                                                                                                    13
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    22,112,500
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    20,550,000
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    22,112,500
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    20,550,000Diluted
      weighted averageshare outstanding
                                                                                                    
                                                                                                    
                                                                                                    13
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    29,999,868
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    20,550,000
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    29,999,868
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    20,550,000





See
accompanying notes to financial statements




F-5




SHENGKAI
INNOVATIONS, INC.


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’EQUITY


FOR
THE YEAR ENDED JUNE 30, 2008 AND SIX-MONTHS ENDED DECEMBER 31, 2008


(Stated
in US Dollars) (Unaudited)





AccumulatedCommon
      stock
                                
                                
                                
                                
                                
                                Additional
                                
                                
                                
                                
                                
                                
                                
                                
                                otherNumber
                                
                                
                                
                                
                                
                                Preferred
                                
                                
                                paid-in
                                
                                
                                Statutory
                                
                                
                                Retained
                                
                                
                                comprehensiveof
      share
                                
                                
                                Amount
                                
                                
                                stock
                                
                                
                                capital
                                
                                
                                reserves
                                
                                
                                earnings
                                
                                
                                income
                                
                                
                                TotalBalance,
      July 1, 2007
                                
                                
                                20,550,000
                                
                                
                                $
                                20,550
                                
                                
                                $
                                -
                                
                                
                                $
                                10,452,168
                                
                                
                                $
                                1,665,187
                                
                                
                                $
                                7,122,377
                                
                                
                                $
                                1,155,685
                                
                                
                                $
                                20,415,967Reduction
      of registered capital of a subsidiary
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (8,662,637
                                )
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (8,662,637
                                )Net
      income
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                10,087,039
                                
                                
                                
                                -
                                
                                
                                
                                10,087,039Reverse
      acquisition
                                
                                
                                1,562,500
                                
                                
                                
                                1,563
                                
                                
                                
                                -
                                
                                
                                
                                243,777
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                245,340Proceeds
      from shares issued in private placement, net of transaction costs of
      $1,275,000
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                5,916
                                
                                
                                
                                13,719,084
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                13,725,000Appropriations
      to statutory reserves
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                1,209,879
                                
                                
                                
                                (1,209,879
                                )
                                
                                
                                -
                                
                                
                                
                                -Dividends
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                7,742,234
                                
                                
                                
                                -
                                
                                
                                
                                (7,742,234
                                )
                                
                                
                                -
                                
                                
                                
                                -Foreign
      currency translation adjustment
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                1,370,833
                                
                                
                                
                                1,370,833Balance,
      June 30, 2008
                                
                                
                                22,112,500
                                
                                
                                $
                                22,113
                                
                                
                                $
                                5,916
                                
                                
                                $
                                23,494,626
                                
                                
                                $
                                2,875,066
                                
                                
                                $
                                8,257,303
                                
                                
                                $
                                2,526,518
                                
                                
                                $
                                37,181,542Balance,
      July 1, 2008
                                
                                
                                22,112,500
                                
                                
                                $
                                22,113
                                
                                
                                $
                                5,916
                                
                                
                                $
                                23,494,626
                                
                                
                                $
                                2,875,066
                                
                                
                                $
                                8,257,303
                                
                                
                                $
                                2,526,518
                                
                                
                                $
                                37,181,542Net
      income
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                5,658,878
                                
                                
                                
                                -
                                
                                
                                
                                5,658,878Proceeds
      from shares issued in private placement, net of transaction costs of
      $386,210
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                1,971
                                
                                
                                
                                4,611,819
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                4,613,790Appropriations
      to statutory reserves
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                1,816,659
                                
                                
                                
                                (1,816,659
                                )
                                
                                
                                -
                                
                                
                                
                                -Dividends
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                2,560,186
                                
                                
                                
                                -
                                
                                
                                
                                (2,560,186
                                )
                                
                                
                                -
                                
                                
                                
                                -Foreign
      currency translation adjustment
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                74,279
                                
                                
                                
                                74,279Balance,
      December, 2008
                                
                                
                                22,112,500
                                
                                
                                $
                                22,113
                                
                                
                                $
                                7,887
                                
                                
                                $
                                30,666,631
                                
                                
                                $
                                4,691,725
                                
                                
                                $
                                9,539,336
                                
                                
                                $
                                2,600,797
                                
                                
                                $
                                47,528,489





See
accompanying notes to financial statements




F-6




SHENGKAI
INNOVATIONS, INC.


CONSOLIDATED
STATEMENTS OF CASH FLOWS


FOR
THE SIX-MONTHS ENDED DECEMBER 31, 2008 AND 2007


(Stated
in US Dollars) (Unaudited)





Six
      months ended December 31,2008
                                              
                                              
                                              2007Cash
      flows from operating activitiesNet
      income
                                              
                                              $
                                              5,658,878
                                              
                                              
                                              $
                                              4,262,932Depreciation
                                              
                                              
                                              83,329
                                              
                                              
                                              
                                              75,932Amortization
                                              
                                              
                                              382,544
                                              
                                              
                                              
                                              349,256Adjustments
      to reconcile net income to net cash provided by operating
      activities:Trade
      receivables
                                              
                                              
                                              (262,560
                                              )
                                              
                                              
                                              (1,105,355
                                              )Notes
      receivable
                                              
                                              
                                              8,756
                                              
                                              
                                              
                                              (39,967
                                              )Other
      receivables
                                              
                                              
                                              9,631
                                              
                                              
                                              
                                              15,009Deposits
      and prepaid expenses
                                              
                                              
                                              2,550
                                              
                                              
                                              
                                              7,639Amounts
      due from directors and shareholders
                                              
                                              
                                              -
                                              
                                              
                                              
                                              35,578Advances
      to suppliers
                                              
                                              
                                              (266,158
                                              )
                                              
                                              
                                              137,178Inventories
                                              
                                              
                                              (544,614
                                              )
                                              
                                              
                                              (233,205
                                              )Notes
      payable
                                              
                                              
                                              128,862
                                              
                                              
                                              
                                              (33,608
                                              )Accounts
      payable
                                              
                                              
                                              (36,621
                                              )
                                              
                                              
                                              (14,633
                                              )Advances
      from customers
                                              
                                              
                                              200,458
                                              
                                              
                                              
                                              445,372Other
      payables
                                              
                                              
                                              (13,607
                                              )
                                              
                                              
                                              (481,832
                                              )Accruals
                                              
                                              
                                              (4,541
                                              )
                                              
                                              
                                              (39,557
                                              )Income
      tax payable
                                              
                                              
                                              (95,522
                                              )
                                              
                                              
                                              181,621Net
      cash provided by operating activities
                                              
                                              $
                                              5,251,385
                                              
                                              
                                              $
                                              3,562,360Cash
      flows from investing activitiesPurchase
      of property, plant and equipment
                                              
                                              $
                                              (103,563
                                              )
                                              
                                              $
                                              (126,783
                                              )Sales
      proceeds of property, plant and equipment
                                              
                                              
                                              -
                                              
                                              
                                              
                                              17,510Payment
      of deposit of computer system
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (1,998,332
                                              )Deposit
      for land use right auction
                                              
                                              
                                              (379,392
                                              )
                                              
                                              
                                              -Increase
      in pledged deposits
                                              
                                              
                                              (128,862
                                              )
                                              
                                              
                                              -Decrease
      in pledged deposits
                                              
                                              
                                              -
                                              
                                              
                                              
                                              23,860Net
      cash used in investing activities
                                              
                                              $
                                              (611,817
                                              )
                                              
                                              $
                                              (2,083,745
                                              )Cash
      flows from financing activitiesProceeds
      from stock issued, net of transaction costs of $386,210
                                              
                                              $
                                              4,613,790
                                              
                                              
                                              $
                                              -Net
      cash provided by financing activities
                                              
                                              $
                                              4,613,790
                                              
                                              
                                              $
                                              -




F-7




SHENGKAI
INNOVATIONS, INC.


CONSOLIDATED
STATEMENTS OF CASH FLOWS (Continued)


FOR
THE SIX-MONTHS ENDED DECEMBER 31, 2008 AND 2007


(Stated
in US Dollars) (Unaudited)





Six
      months ended December 31,2008
                            
                            
                            2007Net
      cash and cash equivalents sourced
                            
                            $
                            9,253,358
                            
                            
                            $
                            1,478,615Effect
      of foreign currency translation on cash and cash
    equivalents
                            
                            
                            34,982
                            
                            
                            
                            110,699Cash
      and cash equivalents–beginning of year
                            
                            
                            21,313,484
                            
                            
                            
                            1,691,476Cash
      and cash equivalents–end of year
                            
                            $
                            30,601,824
                            
                            
                            $
                            3,280,790Supplementary
      cash flow information:Interest
      received
                            
                            $
                            66,111
                            
                            
                            $
                            7,023Tax
      paid
                            
                            
                            1,979,803
                            
                            
                            
                            1,872,933





See
accompanying notes to financial statements




F-8





SHENGKAI
INNOVATIONS, INC.


NOTES
TO FINANCIAL STATEMENTS


FOR
THE SIX-MONTHS ENDED DECEMBER 31, 2008 AND 2007


(Stated
in US Dollars) (Unaudited)





1.
            ORGANIZATION
      AND PRINCIPAL ACTIVITIES





Shengkai
Innovations, Inc. (the Company) was incorporated in the State of Florida on
December 8, 2004. Prior to June 9, 2008 the company has only nominal operations
and assets.





On June
9, 2008, the Company executed a reverse-merger with Shen Kun International
Limited (“Shen Kun”) by an exchange of shares whereby the Company issued
20,550,000  common shares at $0.001 par value in exchange for all Shen
Kun shares.





The
exchange transaction was accounted for as a reverse acquisition in accordance
with Statements of Financial Accounting Standards (“SFAS”) No. 141. “Business
Combinations”. For financial reporting purposes, this transaction is classified
as a recapitalization of the Company and the historical financial statements of
Shen Kun. The accompanying audited consolidated financial statements were
retroactively adjusted to reflect the effects of the recapitalized. The
1,562,500 shares of Shengkai Innovations, Inc. outstanding prior to the stock
exchange transaction were accounted for at the net book value at the time of the
transaction, which was a deficit of $62,206. Accordingly, the consolidated
statements of income include the results of operations of Tianjin Shengkai
Industrial Technology Development Co., Ltd from the acquisition date through
December 31, 2008, and 2007.





Shen Kun
formed Sheng Kai (Tianjin) Ceramic Valves Co., Ltd. (“SK Ceramic Valves” or
“WFOE”), which entered into a series of agreements with Tianjin Shengkai
Industrial Technology Development Co., Ltd (“Shengkai”) including but not
limited to consigned management, technology service, loan, exclusive purchase
option, equity pledge, etc. The agreements were entered on May 30, 2008. As a
result of entering the abovementioned agreements, WFOE  deem to
control Shengkai as a Variable Interest Entity as required by FASB
Interpretation No. 46 (revised December 2003) Consolidated of Variable Interest
Entities, and Interpretation of ARB No. 51.  In connection with the
reverse merger transaction, on June 11, 2008 the Company sold 5,915,526 Units
for aggregate gross proceeds of $15,000,000, at a price of $2.5357 per Unit.
Each Unit consists of one share of Southern Sauce Series A Convertible Preferred
Stock, par value $0.001 per share (the “Preferred Shares”), convertible into one
share of common stock, par value $0.001 per share (the “common stock”), and one
Series A Warrant to purchase common stock equal to 120% of the number of shares
of common stock issuable upon conversion of the Preferred Shares
(“Warrant”).  Additionally, on July 18, 2008, the Company sold
1,971,842 Units for aggregate gross proceeds of $5,000,000, at a price of
$2.5357 per Unit. Each Unit consists of one Preferred Share, convertible into
one share of common stock, par value $0.001 per share (the “common stock”), and
one Warrant to purchase common stock equal to 120% of the number of shares of
common stock issuable upon conversion of the Preferred Shares.





The
Company, through its subsidiaries and Shengkai, (hereinafter, collectively
referred to as “the Group”), is now in the business of manufacturing and selling
of ceramic valve.





On
October 23, 2008, the Company changed its name from Southern Sauce Company, Inc.
to Shengkai Innovations, Inc.


F-9


SHENGKAI
INNOVATIONS, INC.


NOTES
TO FINANCIAL STATEMENTS


FOR
THE SIX-MONTHS ENDED DECEMBER 31, 2008 AND 2007


(Stated
in US Dollars) (Unaudited)





2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES





(a)
            Method
      of Accounting





The
Company maintains its general ledger and journals with the accrual method
accounting for financial reporting purposes.  The financial statements
and notes are representations of management.  Accounting policies
adopted by the Company conform to generally accepted accounting principles in
the United States of America and have been consistently applied in the
presentation of financial statements.





(b)
            Principles
      of consolidation





The
consolidated financial statements, which include the Company and its
subsidiaries, are complied in accordance with generally accepted accounting
principles in the United States of America. All significant inter-company
accounts and transactions have been eliminated. The consolidated financial
statements include 100% of assets, liabilities, and net income or loss of those
wholly-owned subsidiaries.





The
company owned the three subsidiaries since its reverse-merger on June 9, 2008.
The detailed identities of the consolidating subsidiaries would have been as
follows:





Name of subsidiaries
                                    
                                    Place of
                                      incorporation
                                    
                                    Attributable
                                      interestShen
      Kun International Limited
                                    
                                    British
      Virgin
                                      Islands
                                    
                                    
                                    100
                                    %Sheng
      Kai (Tianjin) Ceramic Valves Co., Ltd
                                    
                                    PRC
                                    
                                    
                                    100
                                    %*Tianjin
      Shengkai Industrial TechnologyDevelopment Co.,
      Ltd
                                    
                                    PRC
                                    
                                    
                                    100
                                    %*Deemed
      variable interest entity member





(c)
            Use
      of estimates





The
preparation of the financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods.  Management makes these estimates using
the best information available at the time the estimates are made; however
actual results could differ materially from those estimates.


F-10


SHENGKAI
INNOVATIONS, INC.


NOTES
TO FINANCIAL STATEMENTS


FOR
THE SIX-MONTHS ENDED DECEMBER 31, 2008 AND 2007


(Stated
in US Dollars) (Unaudited)





2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)





(d)
            Economic
      and political risks





The
Group’s operations are conducted in the PRC. Accordingly, the Company’s
business, financial condition and results of operations may be influenced by the
political, economic and legal environment in the PRC, and by the general state
of the PRC economy.





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





(e)
            Pledged
      deposits





Pledged
deposits represent restricted cash of deposits on account to secure notes
payable and deposit for investor and public relation affairs as at December 31,
2008 and deposit for investor and public relation affairs as at June 30,
2008.





(f)
            Plant
      and equipment





Plant and
equipment are carried at cost less accumulated
depreciation.  Depreciation is provided over their estimated useful
lives, using the straight-line method. Estimated useful lives of the plant and
equipment are as follows:





Buildings
                      20
      – 40 yearsMachinery
      and equipment
                      3 –
      20 yearsOffice
      equipment
                      3 –
      10 yearsMotor
      vehicles
                      10
      years





The cost
and related accumulated depreciation of assets sold or otherwise retired are
eliminated from the accounts and any gain or loss is included in the statement
of income. The cost of maintenance and repairs is charged to income as incurred,
whereas significant renewals and betterments are capitalized.





(g)
            Intangible
      assets





Intangible
assets represent land use rights, patent rights and others in the
PRC.  Land use rights are carried at cost and amortized on a
straight-line basis over the period of rights of 50 years commencing from the
date of acquisition of equitable interest. Patent rights are carried at cost and
amortized on a straight-line basis over the period of rights of 10 years
commencing from the date of acquisition of equitable interest.  Others
are software costs which are carried at cost and amortized on a straight-line
basis over the period of 6 years.


F-11


SHENGKAI
INNOVATIONS, INC.


NOTES
TO FINANCIAL STATEMENTS


FOR
THE SIX-MONTHS ENDED DECEMBER 31, 2008 AND 2007


(Stated
in US Dollars) (Unaudited)





2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)





(h)
            Accounting
      for the impairment of long-lived
assets





The Group
periodically evaluates the carrying value of long-lived assets to be held and
used, including intangible assets subject to amortization, when events and
circumstances warrant such a review, pursuant to the guidelines established in
SFAS No. 144. The carrying value of a long-lived asset is considered impaired
when the anticipated undiscounted cash flow from such asset is separately
identifiable and is less than its carrying value. In that event, a loss is
recognised based on the amount by which the carrying value exceeds the fair
market value of the long-lived asset. Fair market value is determined primarily
using the anticipated cash flows discounted at a rate commensurate with the risk
involved. Losses on long-lived assets to be disposed of are determined in a
similar manner, except that fair market values are reduced for the cost to
dispose.





During
the reporting periods, there was no impairment loss.





(i)
            Inventories





Inventories
consist of finished goods, work in progress and raw materials, and are stated at
the lower of cost or market value. Substantially all inventory costs are
determined using the weighted average basis. Finished goods are comprised of
direct materials, direct labor and an appropriate proportion of
overhead.





(j)
            Cash
      and cash equivalents





The
Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents. The Company maintains
bank accounts in the PRC and Hong Kong. The Company does not maintain any bank
accounts in the United States of America.





December 31,
                            2008
                          
                          
                          June 30,
                            2008Cash
      on hand
                          
                          $
                          4,348
                          
                          
                          $
                          4,880Agricultural
      Bank of China
                          
                          
                          -
                          
                          
                          
                          421Bank
      of China
                          
                          
                          20,254
                          
                          
                          
                          12,888Industrial
      and Commercial Bank of China
                          
                          
                          340,389
                          
                          
                          
                          8,317,060Industrial
      Bank Co. Ltd.
                          
                          
                          6,352,012
                          
                          
                          
                          37,070Shanghai
      Pudong Development Bank
                          
                          
                          23,869,090
                          
                          
                          
                          12,939,316The
      Hong Kong and Shanghai BankingCorporation
      Limited
                          
                          
                          15,731
                          
                          
                          
                          1,849$
                          30,601,824
                          
                          
                          $
                          21,313,484


F-12


SHENGKAI
INNOVATIONS, INC.


NOTES
TO FINANCIAL STATEMENTS


FOR
THE SIX-MONTHS ENDED DECEMBER 31, 2008 AND 2007


(Stated
in US Dollars) (Unaudited)





2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)





(k)
            Revenue
      recognition





Revenue
represents the invoiced value of goods sold recognized upon the delivery of
goods to customers. Revenue is recognized when all of the following criteria are
met:





-
Persuasive evidence of an arrangement exists;


-
Delivery has occurred or services have been rendered;


- The
seller’s price to the buyer is fixed or determinable, and


-
Collection is reasonably assured.




Net
revenue is recognized when customer takes delivery and acceptance of products,
the price is fixed or determinable as stated on sales contract, and the
collectibility is reasonably assured.





(l)
            Costs
      of sales





Cost of
sales consists primarily of direct material costs, direct labor cost, direct
depreciation and related direct expenses attributable to the production of
products.  Written-down of inventory to lower of cost or market is
also reflected in cost of revenues.





(m)
            Advertising





The
Company expensed all advertising costs as incurred.  Advertising
expenses included in the selling expenses were $19,499 and $20,051 for the six
months ended December 31, 2008 and 2007 respectively.





(n)
            Research
      and development costs





The
Company expensed all research and development costs as
incurred.  Research and development expenses included in the general
and administrative expenses were $222,167 and $20,271 for the six months ended
December 31, 2008 and 2007 respectively.





(o)
            Retirement
      benefit plans





The
      employees of the Company are members of a state-managed retirement benefit
      plan operated by the government of the PRC.  The Company is
      required to contribute a specified percentage of payroll costs to the
      retirement benefit scheme to fund the benefits.  The only
      obligation of the Company with respect to the retirement benefit plan is
      to make the specified
contributions.





Retirement
benefits in the form of contributions under defined contribution retirement
plans to the relevant authorities are charged to the statements of income as
incurred. The retirement benefit expenses included in and the general and
administrative expenses for the six months ended December 31, 2008 and 2007 were
nil and $30,847 respectively.


F-13


SHENGKAI
INNOVATIONS, INC.


NOTES
TO FINANCIAL STATEMENTS


FOR
THE SIX-MONTHS ENDED DECEMBER 31, 2008 AND 2007


(Stated
in US Dollars) (Unaudited)





2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)





(p)
            Income
      tax





The Group
accounts for income taxes using an asset and liability approach and allows for
recognition of deferred tax benefits in future years.  Under the asset
and liability approach, deferred taxes are provided for the net tax effects of
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income taxes
purposes.  A valuation allowance is provided for deferred tax assets
if it is more likely than not these items will either expire before the Group is
able to realize their benefits, or that future realization is
uncertain.





(q)
            Foreign
      currency translation





The
accompanying financial statements are presented in United States
dollars.  The reporting currency of the Group is the U.S. dollar
(USD). SK Ceramic Valves and Shengkai use its local currency, Renminbi (RMB), as
its functional currency. Results of operations and cash flow are translated at
average exchange rates during the period, and assets and liabilities are
translated at the end of period exchange rates. Translation adjustments
resulting from this process are included in accumulated other comprehensive
income in stockholders’ equity. Transaction gains and losses that arise from
exchange rate fluctuations from transactions denominated in a currency other
than the functional currency are included in the results of operations as
incurred.





The PRC
government imposes significant exchange restrictions on fund transfers out of
the PRC that are not related to business operations. These restrictions have not
had a material impact on the Group because it has not engaged in any significant
transactions that are subject to the restrictions.





The
exchange rates used to translate amounts in RMB into USD for the purposes of
preparing the consolidated financial statements were as follows:





December
      31, 2008Balance
      sheet
                  RMB
      6.8542 to US$1.00Statements
      of income
                  RMB
      6.8531 to US$1.00June
      30, 2008Balance
      sheet
                  RMB
      6.8718 to US$1.00Statements
      of income
                  RMB
      7.2906 to US$1.00December
      31, 2007Balance
      sheet
                  RMB
      7.3141 to US$1.00Statements
      of income
                  RMB
      7.5063 to US$1.00





The RMB
is not freely convertible into foreign currency and all foreign exchange
transactions must take place through authorized institutions.  No
representation is made that the RMB amounts could have been, or could be,
converted into US$ at the rates used in translation.


F-14


SHENGKAI
INNOVATIONS, INC.


NOTES
TO FINANCIAL STATEMENTS


FOR
THE SIX-MONTHS ENDED DECEMBER 31, 2008 AND 2007


(Stated
in US Dollars) (Unaudited)





2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)




(r)
            Cash
      and concentration of risk





Cash
includes cash on hand and demand deposits in bank accounts maintained within
PRC.  Total cash in the banks at December 31, 2008 and June 30, 2008
amounted to $30,597,476 and $21,308,604 respectively. The Company has not
experienced any losses in such accounts and believes it is not exposed to any
risks on its cash in bank accounts.





(s)
            Statutory
      reserves





As
stipulated by the PRC’s Company Law and as provided in the SK Ceramic Valves,
and Shengkai’s Articles of Association, SK Ceramic Valves, and Shengkai’s net
income after taxation can only be distributed as dividends after appropriation
has been made for the following:





(i)
              Making
      up cumulative prior years’ losses, if
any;


(ii)
              Allocations
      to the “Statutory surplus reserve” of at least 10% of income after tax, as
      determined under PRC accounting rules and regulations, until the fund
      amounts to 50% of the Company's registered capital, which is restricted
      for set off against losses, expansion of production and operation or
      increase in registered
capital;


(iii)
              Allocations
      of 5-10% of income after tax, as determined under PRC accounting rules and
      regulations, to the Company's “Statutory common welfare fund”, which is
      restricted for capital expenditure for the collective benefits of the
      Company's employees; and


(iv)
              Allocations
      to the discretionary surplus reserve, if approved in the shareholders’
      general meeting.





On
December 31, 2003, Shengkai established a statutory surplus reserve as well as a
statutory common welfare fund and commenced to appropriate 10% and 5%,
respectively of the PRC net income after taxation to these reserves. The amounts
included in the statutory reserves were surplus reserve of $4,691,725 as of
December 31, 2008 and June 30, 2008.





(t)
            Comprehensive
      income





Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners.  Among other
disclosures, all 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.  The Company’s current component of other
comprehensive income is the foreign currency translation
adjustment.


F-15


SHENGKAI
INNOVATIONS, INC.


NOTES
TO FINANCIAL STATEMENTS


FOR
THE SIX-MONTHS ENDED DECEMBER 31, 2008 AND 2007


(Stated
in US Dollars) (Unaudited)





2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)





(u)
            Recent
      accounting pronouncements





In
      December 2007, the Financial Accounting Standards Board issued Statement
      of Financial Accounting Standard (“SFAS”) No. 160, "Noncontrolling
      Interests in Consolidated Financial Statements, an amendment of ARB No.
      51”.  SFAS 160 establishes accounting and reporting standards
      for the noncontrolling interest in a subsidiary and for the
      deconsolidation of a subsidiary.  SFAS 160 is effective for
      fiscal years, and interim periods within those fiscal years, beginning on
      or after December 15, 2008.  As such, the Company is required to
      adopt these provisions at the beginning of the fiscal year ended December
      31, 2009.  The Company is currently evaluating the impact of
      SFAS 160 on its consolidated financial statements but does not expect it
      to have a material effect





In
      December 2007, the Financial Accounting Standards Board issued Statement
      of Financial Accounting Standard (“SFAS”) No. 141(R), "Business
      Combinations”.  SFAS 141(R) establishes principles and
      requirements for how the acquirer recognizes and measures in its financial
      statements the identifiable assets acquired, the liabilities assumed, an
      any noncontrolling interest in the acquiree, recognizes and measures the
      goodwill acquired in the business combination or a gain from a bargain
      purchase, and determines what information to disclose to enable users of
      the financial statements to evaluate the nature and financial effects of
      the business combination.  SFAS 141(R) is effective for fiscal
      years, and interim periods within those fiscal years, beginning on or
      after December 15, 2008.  As such, the Company is required to
      adopt these provisions at the beginning of the fiscal year ended December
      31, 2009.  The Company is currently evaluating the impact of
      SFAS 141(R) on its consolidated financial statements but does not expect
      it to have a material effect.





In March
2008, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standard (“SFAS”) No. 161 “Disclosures about Derivative Instruments
and Hedging Activities”. SFAS 161 is intended to improve financial reporting
about derivative instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand their effects on an
entity’s financial position, financial performance, and cash flows. It is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, with early application encouraged. The
Company is currently evaluating the impact of SFAS 161 on its consolidated
financial statements but does not expect it to have a material
effect.





In May
2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles. SFAS 162 identifies the sources of accounting principles
and the framework for selecting the principles to be used in the preparation of
financial statements of nongovernmental entities that are presented in
conformity with GAAP. SFAS 162 directs the GAAP hierarchy to the entity, not the
independent auditors, as the entity is responsible for selecting accounting
principles for financial statements that are presented in conformity with GAAP.
SFAS 162 is effective 60 days following the SEC's approval of the Public Company
Accounting Oversight Board amendments to remove the GAAP hierarchy from the
auditing standards. SFAS 162 is not expected to have a material impact on the
Company’s financial statements.


F-16


SHENGKAI
INNOVATIONS, INC.


NOTES
TO FINANCIAL STATEMENTS


FOR
THE SIX-MONTHS ENDED DECEMBER 31, 2008 AND 2007


(Stated
in US Dollars) (Unaudited)





3.
            CONCENTRATIONS
      OF CREDIT RISK AND MAJOR CUSTOMERS





Financial
instruments which potentially expose the Group to concentrations of credit risk,
consists of cash and trade receivables as of December 31, 2008 and June 30,
2008. The Group performs ongoing evaluations of its cash position and credit
evaluations to ensure sound collections and minimize credit losses
exposure.





As of
December 31, 2008 and June 30, 2008, almost the Group’s bank deposits were
conducted with banks in the PRC where there is currently no rule or regulation
mandated on obligatory insurance of bank accounts. A minimal bank deposit was
maintained with the bank in Hong Kong.





For the
six months ended December 31, 2008 and 2007, nearly all of the Group’s sales
were generated from the PRC. In addition, nearly all accounts receivable as of
December 31, 2008 and June 30, 2008, also arose in the PRC.





The
maximum amount of loss exposure due to credit risk that the Group would bear if
the counter parties of the financial instruments failed to perform represents
the carrying amount of each financial asset in the balance sheet.





Normally
the Group does not require collateral from customers or debtors.





For the
six months ended December 31, 2008, and 2007, there was no customer who accounts
for 10% or more of the Group’s revenue.





Details
of customer account for 10% or more of the Group’s trade receivables were as
follows:





December
      31, 2008
                      
                      
                      June
      30, 2008Customer
      A
                      
                      $
                      1,050,451
                      
                      
                      $
                      -Customer
      B
                      
                      
                      460,248
                      
                      
                      
                      -Customer
      C
                      
                      
                      397,717
                      
                      
                      
                      -Customer
      D
                      
                      
                      -
                      
                      
                      
                      851,262Customer
      E
                      
                      
                      -
                      
                      
                      
                      772,723Customer
      F
                      
                      
                      -
                      
                      
                      
                      415,440





4.
            PLEDGED
      DEPOSITS





Pledged
deposits were restricted cash of deposits on account to secure notes payables
and deposit for investor and public relation affairs.


F-17


SHENGKAI
INNOVATIONS, INC.


NOTES
TO FINANCIAL STATEMENTS


FOR
THE SIX-MONTHS ENDED DECEMBER 31, 2008 AND 2007


(Stated
in US Dollars) (Unaudited)





5.
            OTHER
      RECEIVABLES





Other
receivables comprise the following:





December 31, 2008
                            
                            
                            June 30, 2008Tender
      deposits
                            
                            $
                            10,213
                            
                            
                            $
                            10,623Sundry
                            
                            
                            -
                            
                            
                            
                            9,168$
                            10,213
                            
                            
                            $
                            19,791





6.
            INVENTORIES





Inventories
comprise the following:





December
      31, 2008
                            
                            
                            June
      30, 2008Finished
      goods
                            
                            $
                            217,186
                            
                            
                            $
                            298,411Work
      in process
                            
                            
                            18,710
                            
                            
                            
                            15,264Raw
      materials
                            
                            
                            1,035,818
                            
                            
                            
                            411,652$
                            1,271,714
                            
                            
                            $
                            725,327


F-18





SHENGKAI
INNOVATIONS, INC.


NOTES
TO FINANCIAL STATEMENTS


FOR
THE SIX-MONTHS ENDED DECEMBER 31, 2008 AND 2007


(Stated
in US Dollars) (Unaudited)





7.
            PLANT
      AND EQUIPMENT, NET




Property,
plant and equipment, net comprise the following:




December 31, 2008
                            
                            
                            June 30, 2008At
      costBuildings
                            
                            $
                            2,048,168
                            
                            
                            $
                            2,042,921Machinery
      and equipment
                            
                            
                            676,150
                            
                            
                            
                            631,830Office
      equipment
                            
                            
                            152,087
                            
                            
                            
                            135,637Motor
      vehicles
                            
                            
                            415,593
                            
                            
                            
                            369,897$
                            3,291,998
                            
                            
                            $
                            3,180,285Less:
      accumulated depreciation
                            
                            
                            (742,225
                            )
                            
                            
                            (657,223
                            )$
                            2,549,773
                            
                            
                            $
                            2,523,062





Depreciation
expenses included in the cost of sales for the six months ended December 31,
2008 and 2007 were $54,547 and $97,554 respectively, depreciation expenses in
the general and administrative expenses for the six months ended December 31,
2008 and 2007 were $28,782 and $57,003 respectively.


F-19


SHENGKAI
INNOVATIONS, INC.


NOTES
TO FINANCIAL STATEMENTS


FOR
THE SIX-MONTHS ENDED DECEMBER 31, 2008 AND 2007


(Stated
in US Dollars) (Unaudited)





8.
              INTANGIBLE
      ASSETS, NET





Intangible
assets, net comprise the following:





December 31, 2008
                                                  
                                                  
                                                  June 30, 2008Land
      use rights, at cost
                                                  
                                                  $
                                                  891,107
                                                  
                                                  
                                                  $
                                                  888,825Less:
      accumulated amortization
                                                  
                                                  
                                                  (293,388
                                                  )
                                                  
                                                  
                                                  (283,748
                                                  )$
                                                  597,719
                                                  
                                                  
                                                  $
                                                  605,077Patent
      rights, at costs
                                                  
                                                  $
                                                  7,440,693
                                                  
                                                  
                                                  $
                                                  7,421,636Less:
      accumulated amortization
                                                  
                                                  
                                                  (1,710,629
                                                  )
                                                  
                                                  
                                                  (1,335,167
                                                  )$
                                                  5,730,064
                                                  
                                                  
                                                  $
                                                  6,086,469Others,
      at costs
                                                  
                                                  $
                                                  19,886
                                                  
                                                  
                                                  $
                                                  19,835Less:
      accumulated amortization
                                                  
                                                  
                                                  (13,014
                                                  )
                                                  
                                                  
                                                  (11,449
                                                  )$
                                                  6,872
                                                  
                                                  
                                                  $
                                                  8,386$
                                                  6,334,655
                                                  
                                                  
                                                  $
                                                  6,699,932





Amortization
expenses included in the general and administrative expenses for the six months
ended December 31, 2008 and 2007 were $382,544 and $719,171
respectively.





9.
            OTHER
      PAYABLES





Other
payables comprise the followings:





December
      31, 2008
                          
                          
                          June
      30, 2008Commission
      payables
                          
                          $
                          224,339
                          
                          
                          $
                          180,291Retention
      money for construction
                          
                          
                          11,008
                          
                          
                          
                          -Sundry
      PRC taxes payables
                          
                          
                          294,466
                          
                          
                          
                          352,521Sundry
                          
                          
                          7,619
                          
                          
                          
                          16,814$
                          537,432
                          
                          
                          $
                          549,626


F-20





SHENGKAI
INNOVATIONS, INC.


NOTES
TO FINANCIAL STATEMENTS


FOR
THE SIX-MONTHS ENDED DECEMBER 31, 2008 AND 2007


(Stated
in US Dollars) (Unaudited)





10.
            PREFERRED
      STOCK AND WARRANTS





On June
11, 2008, the Company sold 5,915,526 shares of Series A Preferred Stock and
various stock purchase warrants for cash consideration totaling $15 million
dollars (the “June 2008 Financing”). The exercise price, expiration date and
number of share eligible to be purchased with the warrants are summarized in the
following table:





Series
      of warrant
                Number
      of shares
                Exercise
      price
                Contractual
      termSeries
      A
                7,098,632
                $3.52
                5.0
      years





The
Series A preferred stock has liquidation rights senior to common stock and to
any other class or series of stock issued by the Company not designated as
ranking senior to or pari passu with the Series A Preferred Share.  In
the event of a liquidation of the Company, holders of Series A preferred stock
are entitled to receive a distribution equal to $2.5357 per share of Series A
preferred stock prior to any distribution to the holders of common stock or any
other stock that ranks junior to the Series A Preferred Shares. The Preferred
Shareholders are not entitled to dividends unless paid to Common Shareholders.
Any dividend paid will have the same record and payment date and terms as the
dividend payable to the Common Stock. The Series A preferred stock will
participate based on their respective as-if conversion rates if the Company
declares any dividends.  Holders of Series A Preferred Shares also
have voting rights required by applicable law and the relevant number of votes
shall be equal to the number of shares of Common Stock issuable upon conversion
of Series A Preferred Shares. At any time, the Preferred Stock is convertible
into 1 share of Common Stock adjusted from time to time to the Conversion Rate.
The Conversion Rate is computed as the Liquidation Preference Amount ($2.5357
per share) divided by the Conversion Price. The Conversion Price is initially
$2.5357 per share but can adjust for anti-dilution.





The
Warrants were issued at an exercise price of $3.52 per share. The exercise price
can adjust for dilutive events.  The Warrants are immediately
exercisable. However, if after exercise the holder would become a holder of
greater than 9.9% of common stock they cannot exercise without filing a waiver
with the company.  The waiver is required to be filed 61 days prior to
exercise and by filing the waiver the restriction is removed. (Since the company
is required to accept the waiver this restriction is not considered significant
in valuing the warrant.) The Warrants expire 5 years from the date of issuance.
The Warrants are freely transferable upon registration. The Warrants are subject
to the same Registration Rights Agreement as that of the Preferred Stock. If a
registration statement providing for the resale of the Common Stock issued upon
exercise of the Warrant is not declared effective after 180 days after the
issuance date, the Warrants can be cashless exercised. Also, the Warrants have
Buy-in Rights similar to those of the Preferred Stock.


F-21


SHENGKAI
INNOVATIONS, INC.


NOTES
TO FINANCIAL STATEMENTS


FOR
THE SIX-MONTHS ENDED DECEMBER 31, 2008 AND 2007


(Stated
in US Dollars) (Unaudited)





10.
            PREFERRED
      STOCK AND WARRANTS (Continued)





The gross
proceeds of the transaction were $15 million. The proceeds from the transaction
were allocated to the Series A preferred stock, warrants and beneficial
conversion feature based on the relative fair value of the securities. The
Company evaluated whether a relative fair value approach or residual fair value
approach was more appropriate given the terms and accounting treatment related
to the financial instruments involved. Given that the Warrants will not be
classified as a liability, the relative fair value method was used. The Warrants
were first valued using the Black-Scholes valuation model. The Company valued
the Warrants at issuance at $1.84 per warrant with the following
assumptions:  common stock fair market value of $2.55, expected life
of 5 year, volatility of 100% and an interest rate of 4.5%.





The
Company recognized a beneficial conversion feature discount on the Series A
preferred stock at its intrinsic value, which was the fair value of the common
stock at the commitment date for the Series A preferred stock investment, less
the effective conversion price but limited to the $15 million of proceeds
received from the sale. The Company recognized the $7.8 million beneficial
conversion feature in the equity as a transfer from retained earnings to
additional paid in capital as dividends in the accompanying consolidated
financial statements on the date of issuance of the Series A preferred shares
since the Series A preferred shares were convertible at the issuance
date.





On July
18, 2008 the Company sold 1,971,842 shares of Series A Preferred Stock and
various stock purchase warrants for cash consideration totaling $5 million
dollars (the “July 2008 Financing”). The exercise price, expiration date and
number of share eligible to be purchased with the warrants are summarized in the
following table:





Series
      of warrant
                Number
      of shares
                Exercise
      price
                Contractual
      termSeries
      A
                2,366,211
                $3.52
                5.0
      years





The
Series A preferred stock has liquidation rights senior to common stock and to
any other class or series of stock issued by the Company not designated as
ranking senior to or pari passu with the Series A Preferred Share.  In
the event of a liquidation of the Company, holders of Series A preferred stock
are entitled to receive a distribution equal to $2.5357 per share of Series A
preferred stock prior to any distribution to the holders of common stock or any
other stock that ranks junior to the Series A Preferred Shares. The Preferred
Shareholders are not entitled to dividends unless paid to Common Shareholders.
Any dividend paid will have the same record and payment date and terms as the
dividend payable to the Common Stock. The Series A preferred stock will
participate based on their respective as-if conversion rates if the Company
declares any dividends.  Holders of Series A Preferred Shares also
have voting rights required by applicable law and the relevant number of votes
shall be equal to the number of shares of Common Stock issuable upon conversion
of Series A Preferred Shares. At any time, the Preferred Stock is convertible
into 1 share of Common Stock adjusted from time to time to the Conversion Rate.
The Conversion Rate is computed as the Liquidation Preference Amount ($2.5357
per share) divided by the Conversion Price. The Conversion Price is initially
$2.5357 per share but can adjust for anti-dilution.


F-22


SHENGKAI
INNOVATIONS, INC.


NOTES
TO FINANCIAL STATEMENTS


FOR
THE SIX-MONTHS ENDED DECEMBER 31, 2008 AND 2007


(Stated
in US Dollars) (Unaudited)





10.
            PREFERRED
      STOCK AND WARRANTS (Continued)





The
Warrants were issued at an exercise price of $3.52 per share. The exercise price
can adjust for dilutive events.  The Warrants are immediately
exercisable. However, if after exercise the holder would become a holder of
greater than 9.9% of common stock they cannot exercise without filing a waiver
with the company.  The waiver is required to be filed 61 days prior to
exercise and by filing the waiver the restriction is removed. (Since the company
is required to accept the waiver this restriction is not considered significant
in valuing the warrant.) The Warrants expire 5 years from the date of issuance.
The Warrants are freely transferable upon registration. The Warrants are subject
to the same Registration Rights Agreement as that of the Preferred Stock. If a
registration statement providing for the resale of the Common Stock issued upon
exercise of the Warrant is not declared effective after 180 days after the
issuance date, the Warrants can be cashless exercised. Also, the Warrants have
Buy-in Rights similar to those of the Preferred Stock.





The gross
proceeds of the transaction were $5 million. The proceeds from the transaction
were allocated to the Series A preferred stock, warrants and beneficial
conversion feature based on the relative fair value of the securities. The
Company evaluated whether a relative fair value approach or residual fair value
approach was more appropriate given the terms and accounting treatment related
to the financial instruments involved. Given that the Warrants will not be
classified as a liability, the relative fair value method was used. The Warrants
were first valued using the Black-Scholes valuation model. The Company valued
the Warrants at issuance at $1.84 per warrant with the following
assumptions:  common stock fair market value of $2.55, expected life
of 5 year, volatility of 100% and an interest rate of 4.5%.





The
Company recognized a beneficial conversion feature discount on the Series A
preferred stock at its intrinsic value, which was the fair value of the common
stock at the commitment date for the Series A preferred stock investment, less
the effective conversion price but limited to the $5 million of proceeds
received from the sale. The Company recognized the $2.6 million beneficial
conversion feature in the equity as a transfer from retained earnings to
additional paid in capital as dividends in the accompanying consolidated
financial statements on the date of issuance of the Series A preferred shares
since the Series A preferred shares were convertible at the issuance
date.





In
connection with the June 2008 Financing and the July 2008 Financing, in the
event of the Company’s failure to timely convert, additional damages would
become due.  In the event the Company does not have sufficient shares
or is prohibited by law or regulation, then the holder can require cash
redemption. The redemption price would equal 130% of the Liquidation Preference
Amount plus additional amounts based on the difference between the bid prices on
the conversion date and the date the Company has sufficient shares. The holder
can also void the conversion or exercise its Buy-in Rights. The Buy-in-Rights
entitle the holder to be protected in the case that the Company is unable to
deliver the shares upon conversion while the holder has transacted to sell such
underlying shares to a third party. In addition, in the event of a merger,
consolidation or similar capital reorganization (prior to conversion) the
holders can request to be redeemed at 110% of liquidation value.





Further,
if the Company fails to obtain a listing on NASDAQ or the American Exchange,
then 1,000,000 shares of common stock of the company will be given to the
investors.  The company is accounting for these penalties in
accordance with FAS 5 - Accounting for Contingencies, whereby the penalty will
not be recorded as a liability until and if it is probable the penalty will be
incurred. No penalty has been recorded in the accompanying consolidated
financial statements for this instance.


F-23





SHENGKAI
INNOVATIONS, INC.


NOTES
TO FINANCIAL STATEMENTS


FOR
THE SIX-MONTHS ENDED DECEMBER 31, 2008 AND 2007


(Stated
in US Dollars) (Unaudited)





11.
            CAPITALIZATION





As a
result of the Group’s reverse-merger on June 9, 2008, the Group’s capital
structure has been changed. The number of common stock was 22,112,500 after
reverse-merger. The common stock is $22,113 with additional paid-in capital
$30,666,631 and $23,494,626 as at December 31, 2008 and June 30, 2008
respectively. The new capital structure was retroactively restated in the
consolidated balance sheet as of December 31, 2007.





12.
            INCOME
      TAX





The
Company is registered in the State of Florida and which conducts all of its
business through its PRC subsidiaries, is not subject to any income tax. The
subsidiaries are SK Ceramic Valves and Shengkai (see note 1).





SK
Ceramic Valves, and Shengkai, being registered in the PRC, are subject to PRC’s
Enterprise Income Tax. Pursuant to the PRC Income Tax Laws, Enterprise Income
Taxes (“EIT”) is generally imposed at 25% since January 1, 2008.





A
reconciliation between the income taxes computed at the U.S. statutory rate and
the Group’s provision for income tax is as follows:





For the six months ended December 31,2008
                          
                          
                          2007U.S.
      statutory rate
                          
                          
                          34
                          %
                          
                          
                          34
                          %Foreign
      income not recognized in the U.S.
                          
                          
                          (34
                          %)
                          
                          
                          (34
                          %)PRC
      EIT
                          
                          
                          25
                          %
                          
                          
                          33
                          %Provision
      for income taxes
                          
                          
                          25
                          %
                          
                          
                          33
                          %





The PRC
EIT rate was changed to 25% from 33% since January 1, 2008.





Income
before income tax expenses of $7,543,159, and $6,317,486 for the six months
ended December 31, 2008, and 2007 respectively, was attributed to subsidiaries
with operations in China. Income tax expense related to China income for the six
months ended December 31, 2008, and 2007 are $1,884,281, and $2,054,554
respectively.





The Group
uses the asset and liability method, where deferred tax assets and
liabilities  are  determined based in the expected future
tax consequences of temporary differences between the carrying amounts of assets
and liabilities for financial and income tax reporting purposes. There are no
material temporary differences and therefore no deferred tax asset or
liabilities as at December 31, 2008 and 2007.


F-24


SHENGKAI
INNOVATIONS, INC.


NOTES
TO FINANCIAL STATEMENTS


FOR
THE SIX-MONTHS ENDED DECEMBER 31, 2008 AND 2007


(Stated
in US Dollars) (Unaudited)





13.
            EARNINGS
      PER SHARE





The
calculation of the basic and diluted earnings per share attributable to the
common stock holders is based on the following data:





For the six months ended December 31,Earnings:
                  
                  2008
                  
                  
                  2007Net
      income for the period
                  
                  $
                  5,658,878
                  
                  
                  $
                  4,262,932Non-cash
      Dividends on convertible preferred stock
                  
                  
                  (2,560,186
                  )
                  
                  
                  -Earnings
      for the purpose of basic earnings per share
                  
                  $
                  3,098,692
                  
                  
                  $
                  4,262,932Effect
      of dilutive potential common stock
                  
                  
                  -
                  
                  
                  
                  -Earnings
      for the purpose of dilutive earnings per share
                  
                  $
                  3,098,692
                  
                  
                  $
                  4,262,932Number
      of shares:Weighted
      average number of common stock for the purpose of basic earnings per
      share
                  
                  
                  22,112,500
                  
                  
                  
                  20,550,000Effect
      of dilutive potential common stock - conversion of convertible preferred
      stock
                  
                  
                  7,887,368
                  
                  
                  
                  -Weighted
      average number of common stock for the purpose of dilutive earnings per
      share
                  
                  
                  29,999,868
                  
                  
                  
                  20,550,000Earnings
      per share:Basic
      earnings per share before dividend
                  
                  $
                  0.256
                  
                  
                  $
                  0.207Basic
      earnings per share after dividend
                  
                  $
                  0.140
                  
                  
                  $
                  0.207Dilutive
      earnings per share after dividend
                  
                  $
                  0.103
                  
                  
                  $
                  0.207




F-25


SHENGKAI
INNOVATIONS, INC.


NOTES
TO FINANCIAL STATEMENTS


FOR
THE SIX-MONTHS ENDED DECEMBER 31, 2008 AND 2007


(Stated
in US Dollars) (Unaudited)





14.
            FAIR
      VALUE OF FINANCIAL INSTRUMENTS





The fair
value of a financial instrument is the amount at which the instrument could be
exchanged in a current transaction between willing parties.  The
carrying amounts of financial assets and liabilities, such as cash and cash
equivalents, trade receivables, other receivables, accounts payable, and other
payables, approximate their fair values because of the short maturity of these
instruments and market rates of interest available to the
Group.





15.
            COMMITMENTS
      AND CONTINGENCY





The
Company entered into an agreement with a technology development company to
purchase a computer system in improving the quality of ceramic valve production
(the Computer System) during the third quarter of 2007. The Company expected the
Computer System would be delivered within 2 years and the total costs were
$8,544,330 (RMB60,000,000). The Company had already paid $4,272,165
(RMB30,000,000) for the Computer System and committed to pay the balance during
next nine months.





16.
            SEGMENT
      INFORMATION





The Group
is principally engaged in one segment of the manufacturing and selling of
ceramic valve in the PRC. Nearly all revenues are generated in PRC and nearly
all identifiable assets of the Group are located in the PRC. Accordingly, no
segmental analysis is presented.





17.
            SUBSEQUENT
      EVENTS





The
Company successfully won a bid on a land use right over a plot of land
approximately 43,566.3 square meters in size in October 2008. The land is
located in Tianjin, China and the bid price is about $1.8 million (RMB12.6
million). The formal contract has been signed with the government on Jan 23,
2009 and the Company is requested to settle the price on Mar 25, 2009. The
purpose of the acquisition of land is for expansion of production
capacity.


F-26


Item 2.
            Management’s Discussion and
      Analysis or Plan of
Operation





Cautionary
Notice Regarding Forward-Looking Statements





In this
quarterly report, references to “Shengkai,” “SKII,” “the Company,” “we,” “us,”
and “our” refer to Shengkai Innovations, Inc.





We make
certain forward-looking statements in this report. Statements concerning our
future operations, prospects, strategies, financial condition, future economic
performance (including growth and earnings), demand for our services, and other
statements of our plans, beliefs, or expectations, including the statements
contained under the captions “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” “Business,” as well as captions elsewhere
in this document, are forward-looking statements. In some cases these statements
are identifiable through the use of words such as “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can”, “could,”
“may,” “should,” “will,” “would,” and similar expressions. We intend such
forward-looking statements to be covered by the safe harbor provisions contained
in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”)
and in Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). The forward-looking statements we make are not guarantees of
future performance and are subject to various assumptions, risks, and other
factors that could cause actual results to differ materially from those
suggested by these forward-looking statements. Because such statements are
subject to risks and uncertainties, actual results may differ materially from
those expressed or implied by the forward-looking statements. Indeed, it is
likely that some of our assumptions will prove to be incorrect. Our actual
results and financial position will vary from those projected or implied in the
forward-looking statements and the variances may be material. You are cautioned
not to place undue reliance on such forward-looking statements. These risks and
uncertainties, together with the other risks described from time to time in
reports and documents that we file with the SEC should be considered in
evaluating forward-looking statements.





The
nature of our business makes predicting the future trends of our revenue,
expenses, and net income difficult. Thus, our ability to predict results or the
actual effect of our future plans or strategies is inherently uncertain. The
risks and uncertainties involved in our business could affect the matters
referred to in any forward-looking statements and it is possible that our actual
results may differ materially from the anticipated results indicated in these
forward-looking statements. Important factors that could cause actual results to
differ from those in the forward-looking statements include, without limitation,
the following:





·
            the
      effect of political, economic, and market conditions and geopolitical
      events;


·
            legislative
      and regulatory changes that affect our
business;


·
            the
      availability of funds and working
capital;


·
            the
      actions and initiatives of current and potential
    competitors;


·
            investor
      sentiment; and


·
            our
      reputation.





We do not
undertake any responsibility to publicly release any revisions to these
forward-looking statements to take into account events or circumstances that
occur after the date of this report. Additionally, we do not undertake any
responsibility to update you on the occurrence of any unanticipated events which
may cause actual results to differ from those expressed or implied by any
forward-looking statements.





The
following discussion and analysis should be read in conjunction with our
consolidated financial statements and the related notes thereto as filed with
the SEC and other financial information contained elsewhere in this
Report.





Overview





We were
incorporated in Florida on December 8, 2004 and have since undergone a change in
business. In October 2008, our shareholders approved our name change from
“Southern Sauce Company, Inc.” to “Shengkai Innovations, Inc.”





As
a result of the reverse merger, financing and related
transactions described in our current report on Form 8-K/A filed with the
SEC on June 23, 2008, the Company ceased to be a shell company and became a
holding company for entities that, through contractual relationships, control
the business of Shengkai Industrial Technology Development Co., Ltd, a company
organized under the laws of the PRC that designs, manufactures and sells ceramic
valves. Because Shengkai Industrial Technology Development Co., Ltd.’s
operations are the only significant operations of the Company and its
affiliates, this discussion and analysis focuses on the business results of
Shengkai Industrial Technology Development Co., Ltd., comparing its results in
the three months and six months ended December 31, 2008 to the three months and
six months ended December 31, 2007.


4




Management’s
Discussion and Analysis of Financial Condition and Results of
Operations




The
following discussion of the financial condition and results of operation of the
Company for the three and six months ended December 31, 2008 and 2007 should be
read in conjunction with the financial statements and the notes to those
statements that are included elsewhere in this registration statement. Our
discussion includes forward-looking statements based upon current expectations
that involve risks and uncertainties, such as our plans, objectives,
expectations and intentions. Actual results and the timing of events could
differ materially from those anticipated in these forward-looking statements as
a result of a number of factors, including those set forth under the Risk
Factors, Cautionary Notice Regarding Forward-Looking Statements and Business
sections in this registration statement. We use terms such as “anticipate,”
“estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,”
“intend,” “may,” “will,” “should,” “could,” and similar expressions to identify
forward-looking statements.





General





Shengkai,
the entity through which we run our operations, is a prominent ceramic valve
manufacturer. We have more than 14 years of experience and possess a unique
method for creating ceramic valves.





We
believe that Shengkai is the one of the few ceramic valve manufacturers in the
world with research and development, engineering, and production capacity for
structural ceramics. Shengkai’s product categories include a broad range of
valves in all industries that are sold throughout China, to North America, and
other countries in the Asia-Pacific region. Totaling over 300 customers,
Shengkai became a supplier of the CPCC in 2005 and a member of the PetroChina
supply network in 2006, after a six-year application process.




Results
of Operations




Comparison
of the Six Months Ended December 31, 2008 and 2007




Revenue





Revenue
for six months ended December 31, 2008 was $17,340,054, an increase of
$3,129,243 or 22% from $14,210,811 for the comparable period in 2007. Similar to
the same period of our last fiscal year, approximately 98% of our source of
revenue came from customers in the electric power, petrochemical and chemical
and metallurgy industries. The electric power industry was still the significant
market to our revenue, contributing approximately 78.0% of total revenue for six
months ended December 31, 2008. Revenue from the electric power industry was
approximately $13.5 million for six months ended December 31, 2008, an increase
of approximately $3.0 million or 28.6%  from approximately $10.5
million for the comparable period in 2007. The increase was primarily
attributable to the broadening of our customer base and increased orders from
existing customers. Revenue from the petrochemical and chemical industry was
approximately $2.9 million for the six months ended December 31, 2008, an
increase of approximately $1.9 million or 190% from approximately
$1.0  million for the comparable period in 2007. The increase was
primarily due to our focus on the petrochemical industry as our new sales
market and the strengthening of marketing efforts in this area.
Revenue from the metallurgy industry, aluminum industry and other industries was
approximately $0.9 million for six months ended December 31, 2008, a decrease of
approximately $1.8 million or 66.7% from approximately $2.7 million for the
comparable period in 2007. This decrease was primarily attributable to some
projects being cancelled as a result of negative influences of the economic
crisis.





Gross
Profit





Gross
profit for six months ended December 31, 2008 was $10,328,393, an increase of
$1,897,179 or 22.5% compared to $8,431,214 for the comparable period in 2007.
The gross profit margin for six months ended December 31, 2008 also increased
slightly to 59.6% from 59.3% for the comparable period in 2007.





Selling
Expenses





Selling
expenses for six months ended December 31, 2008 was $1,756,476, an increase of
$409,099 or 30.4%, from $1,347,377 for the comparable period in 2007. The major
selling expense was commission paid to the agents for introducing new customers
to us, which was approximately $1.43 million at December 31, 2008, an increase
of approximately $0.23 million or 19.2% from approximately $1.20 million in
December 31, 2007. Another major selling expense was exhibition expense which
was $195,377 in December 31, 2008, an increase of $185,930 from $9,447 in
December 31, 2007. This increase was primarily attributable to more frequent
attendance at  exhibitions to find new local and oversea
customers.


5





General and Administrative
Expenses





General
and administrative expenses for six months ended December 31, 2008 were
$1,102,185, an increase of $319,869 or 40,9% compared to $782,316 for the
comparable period in 2007. The increase was primarily attributable to increases
in technology development expense, from $3,790 to $222,167 over the comparable
periods of 2007 and 2008, representing an increase of $218,377 or
5761.9%.  Another reason was the increase in the expenses related to
preparation for the financing and related transactions described in our
current report on Form 8-K filed with the SEC on July 24, 2008.





Interest
expense




There was
no interest expense for six months ended December 31, 2008 or the comparable
period in 2007.





Income
Tax Expenses





Income
tax for six months ended December 31, 2008 was $1,884,281, an decrease of 8.3%
or $170,273 from $2,054,554 for the comparable period in 2007.The PRC government
decreased the income tax rate on enterprises from 33% to 25% beginning January
1, 2008, which reduced income tax expenses by around $0.6 million from those
expenses that would have been incurred if the previous tax rate was
applied.





Comparison
of Three Months Ended December 31, 2008 and 2007




Revenue





Revenue
for three months ended December 31, 2008 was $8,142,807, an increase of $537,353
or 7.1% from $7,605,454 for the comparable period in 2007. Similar to the
comparable period of our last fiscal year, approximately 98.4% of our source of
revenue came from customers in the electric power, petrochemical and chemical
and metallurgy industries. The electric power industry was still the most
significant market to our revenue, contributing approximately 79.8% of total
revenue for three months ended December 31, 2008. Revenue from the electric
power industry was approximately $6.5 million for three months ended December
31, 2008, an increase of approximately $1.0 million or 18.2% from approximately
$5.5 million for the comparable period in 2007. The increase was primarily
attributable to the broadening of our customer base.  Revenue from the
petrochemical and chemical industries was approximately $1.5 million for three
months ended December 31, 2008, an increase of approximately $1.0 million or
200% from approximately $0.5 million for the comparable period in 2007. The
increase was primarily due to our focus on the petrochemical industry as our new
sales market and the strengthening of marketing efforts in this
area. Revenue from metallurgy industry, aluminum industry and other industries
was approximately $0.1 million for three months ended December 31, 2008, a
decrease of approximately $1.5 million or 93.8% from approximately $1.6 million
for the comparable period in 2007.  This decrease was primarily
attributable to some projects being cancelled as a result of negative influences
of the economic crisis.





Gross
Profit





Gross
profit for three months ended December 31, 2008 was $4,738,720, an increase of
$223,276 or 4.9% compared to $4,515,444 for the comparable period in 2007. The
gross profit margin for three months ended December 31, 2008 decreased slightly
to 58.2% from 59.4% for the comparable period in 2007. This was primarily
attributable to costs related to the provision of sample products and
promotional discounts to new customer to increase their confidence in our
products.





Selling
Expenses





Selling
expenses for three months ended December 31, 2008 was $885,639, a slight
decrease of $2,750 or 0.3% from $888,389 for the comparable period in 2007. The
selling expenses over these two comparable periods were relatively
stable.


6


General
and Administrative Expenses





General
and administrative expenses for three months ended December 31, 2008 were
$505,699, an increase of $89,773 or 21.6% compared to $415,926 for the
comparable period in 2007. The increase was primarily attributable to increases
in technology development expense, from $184 to $112,276 over the comparable
periods of 2007 and 2008, representing an increase of $112,092.





Interest
expense




There was
no interest expense for three months ended December 31, 2008 or the comparable
period in 2007.





Income
Tax Expenses





Income
tax for three months ended December 31, 2008 was $858,086, a decrease of 16.7%
or $172,489 from $1,030,575 for the comparable period in 2007. The PRC
government decreased the income tax rate on enterprises from 33% to 25%
beginning January 1, 2008, which reduced income tax expenses by nearly $0.3
million from those expenses that would have been incurred if the previous tax
rate was applied.





Liquidity
and Capital Resources





Cash
and Cash Equivalent




Our cash
and cash equivalents were $21,313,484 at the beginning of the year July 1, 2008
and increased to $30,601,824 at the six months ended December 31, 2008, an
increase of $9,288,340 or 43.6%.  The net change in cash and cash
equivalents represented an increase of 484.4% or $7,699,026 from $1,589,314 for
the comparable period in 2007. The increase was primarily attributable to an
increase in cash provided by financing activities.




Net
cash provided by operating activities





Net cash
provided by operating activities was $5,251,385 for the six months ended
December 31, 2008, an increase of $1,689,025 or 47.4% from $3,562,360 for the
comparable period in 2007. Net income was $5,658,878 for six months ended
December 31, 2008, an increase of $1,395,946 or 32.7% from $4,262,932 for the
comparable period in 2007. In addition, the change in accounts receivable was
decreased by $842,795 over the six months ended December 31, 2007 and 2008. On
the other hand, the increases in advances to suppliers and inventory made net
cash outflow increase by 714,745 over the two comparable periods in 2007 and
2008.





Net
cash used in investing activities




Net cash
used in investing activities was $611,817 for the six months ended December 31,
2008, a decrease of $1,471,928 or 70.6% from $2,083,745 for the comparable
period in 2007. The change was primarily attributable to the significant deposit
payment for a computer system in the six month period ended December 31, 2007
..




Net
cash provided by financing activities





Net cash
provided by financing activities was $4,613,790 for the six months ended
December 31, 2008, primarily comprised of the second private placement
transaction reported on our current report on Form 8-K filed with the SEC on
July 24, 2008 . There was no net cash provided by financing activities for the
six months ended December 31, 2007.




Trends




We are
not aware of any trends, events or uncertainties that have or are reasonably
likely to have a material impact on our short-term or long-term
liquidity.


7


Capital
Expenditures




In
October 2008, we successfully won a bid on a land use right over a plot of land
approximately 43,566.3 square meters in size. The land is located in Tianjin,
China and the bid price is RMB12.6 million (approximately $1.8 million). The
formal contract was signed with the government on Jan 23, 2009. A deposit of RMB
2.52 million (approximately $360,000) was paid upon execution of the contract,
with the balance of the bid price to be paid in full by March 25, 2009, and with
additional utilities expenses in the approximate amount of US$2 million to be
settled at that time. The purpose of the acquisition of land is for expansion of
production capacity.  Such expansion of production capacity, once
completed, would substantially increase our capital expenditures.




Inflation




We
believe that inflation has not had a material or significant impact on our
revenue or our results of operations.





Contractual
Obligations





We have
certain fixed contractual obligations and commitments that include future
estimated payments. Changes in our business needs, cancellation provisions,
changing interest rates, and other factors may result in actual payments
differing from the estimates. We cannot provide certainty regarding the timing
and amounts of payments. We have presented below a summary of the most
significant assumptions used in our determination of amounts presented in the
tables, in order to assist in the review of this information within the context
of our financial position, results of operations, and cash flows.





The
following table summarizes our contractual obligations as of December 31, 2008,
and the effect these obligations are expected to have on our liquidity and cash
flows in future periods.





Totals
                    
                    
                    Less Than
                      1 Year
                    
                    
                    1 to 3
                      Years
                    
                    ThereafterCapital
      expenditures (1)
                    
                    $
                    $4,272,165
                    
                    
                    $
                    $4,272,165
                    
                    
                    $
                    -




(1)
Capital expenditure is commitment for the purchase of computer systems and
patent applications. See Note 15 – Commitments and Contingency in the notes to
the financial statements, included elsewhere in this report. The Company entered
into an agreement with a technology development company to purchase a computer
system in improving the quality of ceramic valve production (the “Company
System”) on August 26, 2007. The Company expects the computer system to be
delivered within 2 years and the total costs were $8,544,330 (RMB60,000,000). As
of December 31, 2008, the Company has already paid $4,272,165 (RMB30,000,000)
for the Computer System and is committed to pay the balance over the next nine
months.





Off
Balance Sheet Arrangements





None.





Critical
Accounting Policies and Estimates





The
financial statements are prepared in accordance with accounting principles
generally accepted in the United States, which require us to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Management makes these estimates using the best information
available at the time the estimates are made. However, actual results could
differ materially from those estimates (See Note 2 in the Notes to Financial
Statements).




Revenue
recognition





Net
revenue represents the invoiced value of goods sold recognized upon the delivery
of goods to customers, net of value added tax (“VAT”), after allowances for
returns and discounts and the value of services rendered. Revenue is recognized
when the following four criteria are met: persuasive evidence of an arrangement
exists, delivery has occurred, the selling price is fixed or determinable, and
collectability is reasonably assured.


8


Intangible
assets





Intangible
assets represent land use rights, patent rights and other assets (such as use of
software) in the PRC. Land use rights are carried at cost and amortized on a
straight-line basis over the period of rights of 50 years commencing from the
date of acquisition of equitable interest. Patent rights are carried at cost and
amortized on a straight-line basis over the period of rights of 10 years
commencing from the date of acquisition of equitable interest.




Foreign
currency translation





The
accompanying financial statements are presented in United States dollars. The
functional currency of Shengkai is the Renminbi (RMB). The financial statements
are translated into United States dollars from RMB at year-end exchange rates as
to assets and liabilities and average exchange rates as to revenues and
expenses. Capital accounts are translated at their historical exchange rates
when the capital transactions occurred.




New
Financial Accounting Pronouncements




In
September 2007, the FASB issued SFAS 157, Fair Value Measurements, which defines
fair value, establishes a framework for measuring fair value in generally
accepted accounting principles, and expands disclosures about fair value
measurements. SFAS 157 applies under other accounting pronouncements that
require or permit fair value measurements, where fair value is the relevant
measurement attribute. The standard does not require any new fair value
measurements. SFAS 157 is effective for financial statements issued for fiscal
year beginning after November 15, 2007, and interim periods within those fiscal
years.





In
September 2007, the SEC issued SAB No. 108, which provides guidance on the
process of quantifying financial statement misstatements. In SAB No. 108, the
SEC staff establishes an approach that requires quantification of financial
statement errors, under both the iron-curtain and the roll-over methods, based
on the effects of the error on each of the Company’s financial statements and
the related financial statement disclosures. SAB No.108 is generally effective
for annual financial statements in the first fiscal year ending after November
15, 2007. The transition provisions of SAB No. 108 permits existing public
companies to record the cumulative effect in the first year ending after
November 15, 2007 by recording correcting adjustments to the carrying values of
assets and liabilities as of the beginning of that year with the offsetting
adjustment recorded to the opening balance of retained earnings.





In
February 2007, FASB issued Statement of Financial Accounting Standards No.
(“SFAS”) 159, “The Fair Value Option for Financial Assets and Financial
Liabilities - Including an Amendment of FASB Statement No. 115” (“SFAS 159”).
SFAS 159 permits entities to choose to measure many financial instruments and
certain other items at fair value. Entities that elect the fair value option
will report unrealized gains and losses in earnings at each subsequent reporting
date. The fair value option may be elected on an instrument-by-instrument basis,
with a few exceptions. SFAS 159 also establishes presentation and disclosure
requirements to facilitate comparisons between entities that choose different
measurement attributes for similar assets and liabilities. The requirements of
SFAS 159 are effective for our fiscal year beginning on October 1,
2008.





In
December 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (“SFAS”) No. 160, "Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51”. SFAS 160
establishes accounting and reporting standards for the noncontrolling interest
in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. As such, the Company is required to
adopt these provisions at the beginning of the fiscal year ended December 31,
2009. The Company is currently evaluating the impact of SFAS 160 on its
consolidated financial statements but does not expect it to have a material
effect.





In
December 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (“SFAS”) No. 141(R), "Business Combinations”. SFAS
141(R) establishes principles and requirements for how the acquirer recognizes
and measures in its financial statements the identifiable assets acquired, the
liabilities assumed, an any noncontrolling interest in the acquiree, recognizes
and measures the goodwill acquired in the business combination or a gain from a
bargain purchase, and determines what information to disclose to enable users of
the financial statements to evaluate the nature and financial effects of the
business combination. SFAS 141(R) is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15, 2008. As
such, the Company is required to adopt these provisions at the beginning of the
fiscal year ended December 31, 2009. The Company is currently evaluating the
impact of SFAS 141(R) on its consolidated financial statements but does not
expect it to have a material effect.


9


In March
2008, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standard (“SFAS”) No. 161 “Disclosures about Derivative Instruments
and Hedging Activities”. SFAS 161 is intended to improve financial reporting
about derivative instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand their effects on an
entity’s financial position, financial performance, and cash flows. It is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, with early application encouraged. The
Company is currently evaluating the impact of SFAS 161 on its consolidated
financial statements but does not expect it to have a material
effect.




The
management of the Company does not anticipate that the adoption of these three
standards will have a material impact on these financial
statements.





Item
      3.
              Quantitative
      and Qualitative Disclosures about Market
Risk.





N/A.





Item
      4.
              Controls
      and Procedures.





Our
management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e)) under the
Exchange Act) that is designed to ensure that information required to be
disclosed by the Company in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including its principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.





Pursuant
to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation
with the participation of the Company’s management, including Wang Chen, the
Company’s Chief Executive Officer (“CEO”), of the effectiveness of the Company’s
disclosure controls and procedures (as defined under Rule 13a-15(e) under the
Exchange Act) as of the six months ended December 31, 2008. Based upon that
evaluation, the Company’s CEO concluded that the Company’s disclosure controls
and procedures are effective to ensure that information required to be disclosed
by the Company in the reports that the Company files or submits under the
Exchange Act, is recorded, processed, summarized and reported, within the time
periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to the Company’s management, including the
Company’s CEO, as appropriate, to allow timely decisions regarding required
disclosure.





Changes in internal
controls





Our
management, with the participation of our Chief Executive Officer, performed an
evaluation as to whether any change in our internal controls over financial
reporting occurred during the quarter ended December 31, 2008.  Based
on that evaluation, our Chief Executive Officer concluded that no change
occurred in the Company's internal controls over financial reporting during the
quarter ended December 31, 2008 that has materially affected, or is reasonably
likely to materially affect, the Company's internal controls over financial
reporting.





PART
II – OTHER INFORMATION





Item 1.
            Legal
      Proceedings.





To our
knowledge, there is no material litigation pending or threatened against
us.





Item 1A.
            Risk
      Factors.





N/A.




10


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





None.





Item
      3.
            Defaults
      Upon Senior Securities.





To our
knowledge, there are no material defaults upon senior securities.





Item
      4.
            Submission
      of Matters to a Vote of Securities
Holders.





On
September 15, 2008, a majority of shareholders ratified the approval by the
Company’s board of directors to amend the Company’s Articles of
Incorporation to adopt a change in the Company’s name from “Southern Sauce
Company, Inc.” to “Shengkai Innovations Co., Ltd” (the “Corporate
Action”).  In order to more fully comply with Florida laws and
regulations related to changes in corporate names, on October 16, 2008, a
majority of shareholders approved a modification to the Corporate Action that
would amend  the Company’s Articles of Incorporation to adopt the new
corporate name, “Shengkai Innovations, Inc.”   The name change
took effect October 23, 2008.  In conjunction with the name change,
effective October 23, 2008, the Company’s common stock began trading on the Over
The Counter Bulletin Board under the new symbol, “SKII.”





Item
      5.
            Other
      Information.





In
October 2008, we successfully won a bid on a 50-year land use right over a plot
of land approximately 43,566.3 square meters in size. The land is located in
Tianjin, China and the bid price is RMB12.6 million (approximately $1.8
million). The formal contract was signed with the government on Jan 23,
2009.  A deposit of RMB2.52 million (approximately $360,000) was paid
upon execution of the contract, with the balance of the bid price to be paid in
full by March 25, 2009, and with additional utilities expenses in the
approximate amount of US$2 million to be settled at that time.





Item
      6.
            Exhibits.





(a)
Exhibits





10.1
            Land
      Use Agreement dated January 23, 2009, between Shengkai (Tianjin) Ceramic
      Valves Co., Ltd. and Tianjin Airport Industrial Park Land
      Bureau.





31.1
            Certification
      Required Under Section 302 of Sarbanes-Oxley Act of
  2002.





32.1
            Certification
      Required Under Section 906 of Sarbanes-Oxley Act of
  2002.




11





SIGNATURES





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





SHENGKAI
      INNOVATIONS, INC.Date:
      February 13, 2009
                    By:
                    /s/
      Wang ChenName:
      Wang ChenTitle:   Chief
      Executive Officer and
                      Director(principal
      executive officer, principal
                      financial
      officer, and principal
                      accounting
      officer )


12