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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,
D.C. 20549

_______________________

FORM 10-Q

_______________________

(Mark One)

[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934For the quarterly period ended
September 30, 2010

OR

[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934For the transition period from
_________to _________

Commission File Number: 000-52455______________________

LONGHAI STEEL INC.(Exact name
of registrant as specified in its charter)

_______________________

|Nevada                          | 11-3699388         
|------------------------------- | -------------------
|(State or other jurisdiction of | (I.R.S. Employer   
|incorporation or organization)  | Identification No.)

|No. 1 Jingguang Road, Neiqiu County      |           
|---------------------------------------- | ----------
|Xingtai City, Hebei Province, China      | 054000    
|(Address of principal executive offices) | (Zip Code)

+86 (319) 686-1111(Registrant's telephone
number, including area code)_______________________

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

Yes [ X ] No [   ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).

Yes [   ] No [   ]

Indicate by check mark 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 [ X ]                   | Smaller reporting company [   ]
|(Do not check if a smaller reporting company) |                                

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

Yes [   ] No [ X ]

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date: 10,000,418
shares of common stock, par value $0.001 per share, outstanding on November 1,
2010.

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TABLE OF CONTENTS

|PART I  FINANCIAL INFORMATION | 1                                                                                                  
|------------------------------ | ---------------------------------------------------------------------------------------------------
|                               | Item 1. Financial Statements (unaudited)                                                           
|                               | Item 2. Management's Discussion and
      Analysis of Financial Condition and Results of Operations
|                               | Item 3. Quantitative and Qualitative Disclosures About
      Market Risk                           
|                               | Item 4. Controls and Procedures                                                                    
|PART II  OTHER INFORMATION    | 22                                                                                                 
|                               | Item 1. Legal Proceedings                                                                          
|                               | Item 1A. Risk Factors                                                                              
|                               | Item 2. Unregistered Sales of Equity
      Securities and Use of Proceeds                          
|                               | Item 3. Defaults Upon Senior Securities                                                            
|                               | Item 4. (Removed and Reserved)                                                                     
|                               | Item 5. Other Information                                                                          
|                               | Item 6. Exhibits                                                                                   

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PART I — FINANCIAL INFORMATION

Item 1 Financial Statements (unaudited)

|LONGHAI STEEL INC.
      CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2010 AND
      DECEMBER 31, 2009
|--------------------------------------------------------------------------------------------------------
|                                                                                                        
|ASSETS                                                                                                  
|Current assets                                                                                          
|Cash and cash equivalents                                                                               
|Notes
      receivable                                                                                  
|Accounts receivable                                                                                     
|Other
      receivables, net of allowance for doubtful accounts                                         
|Advance to suppliers                                                                                    
|Inventories, net                                                                                        
|Taxes receivable                                                                                        
|Due from
      related parties                                                                          
|Total current
      assets                                                                              
|Property, plant and equipment,
      net                                                                
|TOTAL ASSETS                                                                                            
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                    
|Current
      liabilities                                                                               
|Accounts
      payable                                                                                  
|Advance from customers                                                                                  
|Income tax
      payable                                                                                
|Current deferred tax liabilities                                                                        
|Accrued
      expenses and other payables                                                               
|Total current
      liabilities                                                                         
|Non-current deferred tax
      liabilities                                                              
|TOTAL LIABILITIES                                                                                       
|                                                                                                        
|STOCKHOLDERS EQUITY                                                                                    
|Common Stock, .001 par value, 100,000,000 shares                                                        
|authorized,
      10,000,000 and 9,850,000 shares issued and                                            
|outstanding, respectively                                                                               
|Additional
      paid-in capital                                                                        
|Statutory surplus reserves                                                                              
|Accumulated
      other comprehensive income                                                            
|Retained earning                                                                                        
|TOTAL STOCKHOLDERS EQUITY                                                                              
|TOTAL LIABILITIES AND
      STOCKHOLDERS EQUITY                                                        

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

1

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LONGHAI STEEL INC.CONSOLIDATED STATEMENTS OF
OPERATIONS AND OTHER COMPREHENSIVE INCOME (UNAUDITED)

|                                                                                              |   | Three Months Ended |   |   | Nine Months Ended |  
|--------------------------------------------------------------------------------------------- | - | ------------------ | - | - | ----------------- | -
|                                                                                              |   | September 30       |   |   | September 30      |  
|                                                                                              |   | 2010               |   |   | 2009              |  
|Net revenues                                                                                  | $ | 96,104,842         |   | $ | 93,928,069        |  
|Cost of Sales                                                                                 |   | (91,826,504        | ) |   | (90,182,835       | )
|Gross profit                                                                                  |   | 4,278,338          |   |   | 3,745,234         |  
|Operating expenses:                                                                           |   |                    |   |   |                   |  
|General and administrative
      expenses                                                     |   | (406,971           | ) |   | (305,917          | )
|Income from operations                                                                        |   | 3,871,367          |   |   | 3,439,317         |  
|Interest income                                                                               |   | 1,403              |   |   | 1,045             |  
|Interest expense                                                                              |   | (399,911           | ) |   | (7                | )
|Other expenses                                                                                |   | (2,002             | ) |   | (8,887            | )
|Total other income and expenses                                                               |   | (400,510           | ) |   | (7,849            | )
|Income/(loss) before income
      taxes                                                       |   | 3,470,857          |   |   | 3,431,468         |  
|Income tax expenses                                                                           |   | (883,304           | ) |   | (857,867          | )
|Net income/(loss)                                                                             |   | 2,587,553          |   |   | 2,573,601         |  
|Other comprehensive income/(loss)                                                             |   | 624,426            |   |   | 27,338            |  
|Comprehensive income/(loss)                                                                   | $ | 3,211,979          |   | $ | 2,600,939         |  
|Basic and diluted income/(loss) per commom
      share:                                       |   |                    |   |   |                   |  
|Basic                                                                                         | $ | 0.26               |   | $ | 0.26              |  
|Diluted                                                                                       |   | 0.26               |   |   | 0.26              |  
|Weighted average common shares outstanding:                                                   |   |                    |   |   |                   |  
|Basic                                                                                         |   | 10,000,000         |   |   | 9,850,000         |  
|Diluted                                                                                       |   | 10,000,000         |   |   | 9,850,000         |  
|                                                                                              |   |                    |   |   |                   |  
|                                                                                              |   |                    |   |   |                   |  
|The accompanying notes
      are an integral part of these consolidated financial statements.

2

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|LONGHAI STEEL INC.
      CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED
      SEPTEMBER 30 (UNAUDITED)
|---------------------------------------------------------------------------------------------------------------
|                                                                                                               
|                                                                                                               
|Cash flows from operating
      activities:                                                                    
|Net income/loss                                                                                                
|Adjustments to reconcile net income/(loss)
      to cash provided (used) by operating activities:              
|Stock option expenses                                                                                          
|Depreciation and
      amortization                                                                            
|Deferred tax assets                                                                                            
|Amortization of
      deferred financing cost                                                                  
|Changes in operating assets and liabilities:                                                                   
|Accounts
      receivable                                                                                      
|Inventories                                                                                                    
|Advances to
      suppliers                                                                                    
|Prepaid expenses and other
      current assets                                                                
|VAT tax
      receivable                                                                                       
|Accounts payable                                                                                               
|Advance from
      customers                                                                                   
|Related parties payable                                                                                        
|Accrued expenses
      and other current liabilities                                                           
|Income tax payable                                                                                             
|Cash provided by operating
      activities                                                                    
|Cash flows from investing activities:                                                                          
|Purchase of
      notes receivable                                                                             
|Purchase of property and
      equipment                                                                       
|Net cash used for investing
      activities                                                                   
|Cash flows from financing activities:                                                                          
|Proceeds from
      (payments to) related parties - net                                                        
|Net cash provided by financing activities                                                                      
|Effect of exchange rate changes on
      cash                                                                  
|Net increase (decrease) in cash and cash
      equivalents                                                     
|Cash and cash equivalents,
      beginning balance                                                             
|Cash and cash equivalents, ending balance                                                                      
|                                                                                                               
|SUPPLEMENTARY
      DISCLOSURE:                                                                                
|Interest paid                                                                                                  
|Income tax paid                                                                                                

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

3

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LONGHAI STEEL INC. (Formerly Action Industries, Inc.)NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

Longhai Steel Inc., a Nevada corporation (formerly Action Industries, Inc.) (the Company) was originally incorporated under the laws of the State of Georgia on December 4, 1995. On March 14, 2008, the Georgia corporation was merged with and into a
newly formed Nevada corporation also named Action Industries, Inc. and all of the outstanding shares of the Georgia corporation were exchanged for shares in the surviving Nevada corporation.

On March 26, 2010, the Company completed a reverse acquisition transaction through a share exchange with Kalington Limited (hereafter referred to as Kalington), a Hong Kong entity established on November 5, 2009, and its shareholders,
whereby the Company acquired 100% of the issued and outstanding capital stock of Kalington in exchange for 10,000 shares of our Series A Preferred Stock which constituted 98.5% of the Companys issued and outstanding capital stock on an
as-converted basis as of and immediately after the consummation of the reverse acquisition. On July 16, 2010, the Company effected a 1-for-125 reverse stock split of our issued and outstanding common stock (the Reverse Stock Split). Upon
the date of the Reverse Stock Split all of the issued and outstanding shares of Series A Preferred Stock automatically converted into 9,850,000 shares of common stock. Following the effectiveness of the Reverse Stock Split and conversion of Series A
Preferred Stock into common stock, there were 10,000,000 shares of our common stock issued and outstanding and no shares of preferred stock issued and outstanding. As a result of the reverse acquisition, Kalington became the Companys
wholly-owned subsidiary and the former stockholders of Kalington became our controlling stockholders. The share exchange transaction with Kalington and the Shareholders, was treated as a reverse acquisition for accounting and financial reporting
purposes, with Kalington as the acquirer and the Company as the acquired party. After the reverse acquisition, the Company changed its name to Longhai Steel Inc.

As a result of the reverse acquisition transaction, the Company now owns all of the issued and outstanding capital stock of Kalington.

By virtue of its ownership in Kalington, the Company also owns Kalington Consulting, which is a wholly owned foreign subsidiary of Kalington and effectively and substantially controls Longhai, a leading producer of steel wire products in
northeastern China, through a series of captive agreements known as variable interest agreements (the VIE Agreements) with Kalington Consulting.

Immediately prior to the reverse acquisition, the common stock of Kalington was owned by the following persons in the indicated percentages: William Hugh Luckman (3.51%); Wealth Index Capital Group LLC (a US company) (7.3%); K International
Consulting Ltd. (a BVI company) (2.08%); Merrill King International Investment Consulting Ltd. (a BVI company) (0.31%); Shanchun Huang (3.12%); Xiucheng Yang (1.53%); Jianxin Wang (0.92%); Xingfang Zhang (29.45%); and Merry Success Limited (a BVI
company) (51.78%) . Our Chief Financial Officer and Director, Dr. Eberhard Kornotzki, directly controls the shares held by K International Consulting Ltd. and has a beneficial interest in Wealth Index Capital Group LLC, and Chaojun Wang, our Chief
Executive Officer, serves as a director of Merry Success Limited, our principal stockholder after the reverse acquisition, along with Jinhai Guo, its sole shareholder.

Kalington was established on November 5, 2009 in Hong Kong to serve as an intermediate holding company. Chaojun Wang currently serves as the directors of Kalington. Kalington Consulting was established in the PRC on March 18, 2010, and is 100% owned
by Kalington. On March 5, 2010, the local government of the PRC issued a certificate of approval regarding the foreign ownership of Kalington Consulting. Chaojun Wang serves as the executive director of Kalington Consulting. Longhai, our operating
VIE, was established in the PRC on August 26, 2008, as a result of the carve-out of the division of the Longhai Steel Group, for the purpose of engaging in the production of steel wire. Chaojun Wang serves as the Chairman of the Board of Directors
and General Manager of Longhai and owns 80% of the capital stock in Longhai. Longhais additional shareholders are Wealth Index International (Beijing) Investment Co., Ltd. (15% owner), an entity owned and controlled by Dr. Eberhard Kornotzki,
our Chief Financial Officer, and Wenyi Chen (5% owner). Chaojun Wang also owns 80% of the capital stock of and is the chief executive officer of the Longhai Steel Group. -

On March 19, 2010, prior to the reverse acquisition transaction, Kalington Consulting and Longhai entered into a series of agreements, the VIE Agreements, pursuant to which Longhai became Kalington Consultings variable interest entity. The use
of VIE agreements is a common structure used to acquire PRC corporations, particularly in certain industries in which foreign investment is restricted or forbidden by the PRC government. The VIE Agreements include:

- A Consulting Services Agreement through which Kalington Consulting has the right to advise, consult, manage and operate Longhai and collect and own all of the net profits of Longhai;
- an Operating Agreement through which Kalington Consulting has the right to recommend director candidates and appoint the senior executives of Longhai, approve any transactions that may materially affect the assets, liabilities, rights or
operations of Longhai, and guarantee the contractual performance by Longhai of any agreements with third parties, in exchange for a pledge by Longhai of its accounts receivable and assets;
- a Proxy Agreement under which the three owners of Longhai have vested their collective voting control over Longhai to Kalington Consulting and will only transfer their respective equity interests in Longhai to Kalington Consulting or its
designee(s);
- an Option Agreement under which the owners of Longhai have granted to Kalington Consulting the irrevocable right and option to
acquire all of their equity interests in Longhai; and
- an Equity Pledge Agreement under which the owners of Longhai have pledged all of their rights, titles and interests in Longhai to Kalinton Consulting to guarantee Longhais performance of its obligations under the Consulting Services
Agreement.

4

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On March 18, 2010, prior to the reverse acquisition transaction, Mr. Wang entered into a call option agreement, the Merry Success Option Agreement, with Jinhai Guo, the sole shareholder of Merry Success Limited, pursuant to which, Mr. Wang has the
right to acquire up to 100% or the shares of Merry Success Limited for fixed consideration within the next three years. The Merry Success Option Agreement also provides that Mr. Guo shall not dispose any of the shares of Merry Success Limited
without Mr. Wangs consent. As a result of the Merry Success Option Agreement, Chaojun Wang, our Chief Executive Officer, beneficially owns a majority of our capital stock and voting power, as well as of Longhai and the Longhai Steel Group.

Because of the common control between Kalington, Kalington Consulting and Longhai, for accounting purposes, the acquisition of these entities has been treated as a recapitalization with no adjustment to the historical basis of their assets and
liabilities based on FASB rules on business combinations and transactions among entities under common control. The restructuring has been accounted for using the "as if" pooling method of accounting and the operations were consolidated as if the
restructuring had occurred as of the beginning of the earliest period presented in our consolidated financial statements and the current corporate structure had been in existence throughout the periods covered by our consolidated financial.

Prior to the reverse acquisition of Kalington, the Company was primarily in the business of providing prepaid long distance calling cards and other telecommunication products and was in the development stage and had not commenced planned principal
operations. As a result of our reverse acquisition of Kalington, the Company no longer a shell company and active business operations were revived.

All of the Companys business operations are now conducted through its Hong Kong and Chinese subsidiaries, Kalington and Kalington Consulting, respectively, and controlled affiliate, Longhai. The Companys principal business is the
production of steel wire ranging from 6mm to 10mm in diameter. The Company operates two wire production lines which have a combined annual capacity of approximately nine hundred thousand tons per year. The Companys products are sold to a
number of distributors who transport the wire to nearby wire processing facilities. The Companys wire is then further processed by third party wire refiners into a variety of products such as nails, screws, and wire mesh for use in reinforced
concrete and fencing. The Companys facilities and head offices are located in the town of Xingtai in southern Hebei Province.

Kalington was established in Hong Kong on November 5, 2009 to serve as an intermediate holding company. Chaojun Wang, the Company's Chief Executive Officer, Chairman of the Board and major shareholder serves as the director of Kalington. Kalington
Consulting was established in the PRC on March 18, 2010.

Longhai PRC was originally formed on August 26, 2008 as a carve-out from the Longhai Steel Group of companies. Chaojun Wang serves as the Chairman of the Board of Directors and General Manager of Longhai PRC and owns 80% of the capital stock of
Longhai PRC. Longhai PRC's additional shareholders are Wealth Index International (Beijing) Investment Co., Ltd. (15% owner) and Wenyi Chen (5% owner). Chaojun Wang also owns 80% of the capital stock of and is the chief executive officer of
the Longhai Steel Group.

Longhai leases a five-story office space and the building which houses our production facilities from the Longhai Steel Group. Until 2008, Longhai purchased 100% of its steel billet from the Longhai Steel Group. Since 2009, Longhai has purchased
steel billet from third party vendors. Steel Billet is the principal raw material used in our production of steel wire. Longhai also purchases production utilities from the Longhai Steel Group.

Since there is common control between the Company and Longhai PRC, for accounting purposes, the acquisition of Longhai PRC has been treated as a recapitalization with no adjustment to the historical basis of the assets and liabilities of the
consolidated company. The restructuring has been accounted for using the as if pooling method of accounting and the operations were consolidated as if the restructuring had occurred as of the beginning of the earliest period presented in
our consolidated financial statements and the current corporate structure had been in existence throughout the periods covered by our consolidated financial statements.

5

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NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim consolidated financial statements as of September 30, 2010 and 2009 and for the three and nine months ended September 30, 2010 and 2009 have been prepared in accordance with accounting principles generally accepted
in the United States of America ("U.S. GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with
U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The consolidated financial statements in this report should be read in conjunction with the December 31, 2009 audited financial statements of the Company and the notes
thereto included in the Companys Form 8-K filed on March 26, 2010.

In the opinion of management, the unaudited interim consolidated financial statements for the three and nine months ended September 30, 2010 and 2009 have been prepared on the same basis as the audited consolidated statements as of December 31, 2009
and reflect all adjustments, consisting of normal recurring adjustments, necessary for fair presentation of financial position and results of operations for the interim periods presented have been reflected herein. The results of operations for the
three and nine months ended September 30, 2010 are not necessarily indicative of the operating results for any subsequent quarter, for the full fiscal year or any future periods.

All significant inter-company balances and transactions have been eliminated in consolidation. Certain prior period numbers are reclassified to conform to current period presentation.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Action Industries and its 100%-owned subsidiary Kalington for the period from March 26 to June 30, 2010, its 100%-owned subsidiary Longhai for the nine months ended September
30, 2010. All significant inter-company accounts and transactions were eliminated in consolidation.

Basis of Presentation

The financial statements reflect the financial position, results of operations and cash flows of the Company and all of its wholly owned and majority owned subsidiaries as of September 30, 2010 and December 31, 2009 and for the nine months ended
September 30, 2010 and 2009. All intercompany items are eliminated during consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP 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 dates of the consolidated financial statements and the amount 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 results.

Accounts Receivable

The Companys policy is to maintain reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness,
current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Accounts are written off against the allowance when it becomes evident collection will not occur. As of September 30, 2010 and December 31,
2009, the accounts receivable was $21,797 and $19,009, respectively.

Foreign Currency Transactions

The reporting currency of the Company is the U.S. dollar. The functional currency of the Company's PRC subsidiaries is the RMB. Assets and liabilities of non-U.S. subsidiaries that operate in a local currency environment, where that local currency
is the functional currency, are translated into U.S. dollars at exchange rates in effect at the balance sheet date; with the resulting translation adjustments directly recorded to a separate component of accumulated other comprehensive income.
Income and expense accounts are translated at average exchange rates during the year. Gains and losses from foreign currency transactions are recorded in other income (loss), net. The functional currency is the local currency for all non-U.S.
subsidiaries.

The balance sheet amounts at September 30, 2010, with the exception of shareholders' equity, were translated at the exchange rate of 6.6981 RMB to the U.S. $1.00 compared to the exchange rate of 6.8376 RMB to the U.S. $1.00 at December 31,
2009. The equity accounts were stated at their historical exchange rates. The average translation rates applied to the income and cash flow statement amounts for the nine months ended September 30, 2010 and 2009 was 6.81648 RMB and 6.84251 RMB to
the U.S. $1.00, respectively.

Translation adjustments resulting from this process are included in "accumulated other comprehensive income" in the consolidated statement of stockholders equity and were $1,579,207 and $806,818 as of September 30, 2010 and December
31, 2009, respectively.

6

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Earnings Per Share

The Company reports earnings per share in accordance with the
provisions of ASC 260 Earnings Per Share. ASC 260 requires presentation of
basic and diluted earnings per share in conjunction with the disclosure of the
methodology used in computing such earnings per share. Basic earnings per share
excludes dilution and is computed by dividing income available to common
stockholders by the weighted average common shares outstanding during the
period. Diluted earnings per share takes into account the potential dilution
that could occur if securities or other contracts to issue common stock were
exercised and converted into common stock using the treasury method.

Common stock equivalents represent the dilutive effect of the
assumed exercise of the outstanding stock options and warrants, using the
treasury stock method, at either the beginning of the respective period
presented or the date of issuance, whichever is later, and only if the common
stock equivalents are considered dilutive based upon the Companys net income
(loss) position at the calculation dates. As of September 30, 2010 and 2009, the
Company does not have any dilutive securities.

In October 2009, the Financial Accounting Standards Board
(FASB) issued Accounting Standards Update (ASU) No. 2009-13,
Multiple-Deliverable Revenue Arrangements. The new standard changes the
requirements for establishing separate units of accounting in a multiple element
arrangement and requires the allocation of arrangement consideration to each
deliverable based on the relative selling price. The selling price for each
deliverable is based on vendor-specific objective evidence (VSOE) if
available, third-party evidence if VSOE is not available, or estimated selling
price if neither VSOE or third-party evidence is available. ASU 2009-13 is
effective for revenue arrangements entered into in fiscal years beginning on or
after June 15, 2010. The Company does not expect that the provisions of the new
guidance will have a material effect on its consolidated financial statements.

In January 2010, the FASB issued ASU No. 2010-06, Improving
Disclosures about Fair Value Measurements, which requires additional disclosures
about the amounts of and reasons for significant transfers in and out of Level 1
and Level 2 fair value measurements. This standard also clarifies existing
disclosure requirements related to the level of disaggregation of fair value
measurements for each class of assets and liabilities and disclosures about
inputs and valuation techniques used to measure fair value for both recurring
and non-recurring Level 2 and Level 3 measurements. Since this new accounting
standard only required additional disclosure, the adoption of the standard in
the first quarter of 2010 did not impact the Companys consolidated financial
statements. Additionally, effective for interim and annual periods beginning
after December 15, 2010, this standard will require additional disclosure and
require an entity to present disaggregated information about activity in Level 3
fair value measurements on a gross basis, rather than one net amount.

|NOTE 3 - INVENTORY                                                              |   |                    |  |   |                   | 
|------------------------------------------------------------------------------- | - | ------------------ |  | - | ----------------- | 
|                                                                                |   |                    |  |   |                   | 
|Inventory as of September 30, 2010 and
      December 31, 2009 were as follows: |   |                    |  |  
|                                                                                |   | September 30, 2010 |  |   | December 31, 2009 | 
|Raw material                                                                    | $ | 1,285,670          |  | $ | 27,292            | 
|Finished goods                                                                  |   | 15,332,460         |  |   | 849,000           | 
|Auxiliary inventory (spare parts)                                               |   | 1,743,483          |  |   | 1,516,867         | 
|                                                                                |   |                    |  |   |                   | 
|Total inventory                                                                 | $ | 18,361,613         |  | $ | 2,393,159         | 

**NOTE 4 - ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER
PAYABLES**

As of September 30, 2010 and December 31, 2009, the accounts
payable, unearned revenue and accrued liabilities of the Company were summarized
as follows:

|                                                      |   | September 30, 2010 |  |   | December 31, 2009 | 
|----------------------------------------------------- | - | ------------------ |  | - | ----------------- | 
|Accounts payable                                      | $ | 6,939,991          |  | $ | 15,536,226        | 
|Unearned revenue                                      |   | 23,608,145         |  |   | 33,245,360        | 
|Accrued liabilities and other
      payables:         |   |                    |  |   |                   | 
| payroll payable                                     |   | 261,982            |  |   | 97,894            | 
| customer deposits                                   |   | 3,685,215          |  |   | 2,923,634         | 
| payable for equipment purchased                     |   | -                  |  |   | 2,119,889         | 
| others                                              |   | 151,099            |  |   | 28,291            | 
|Subtotal of accrued expenses and
      other payables | $ | 4,098,296          |  | $ | 5,169,708         | 

7

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NOTE 5 - RELATED PARTY BALANCE AND TRANSCATIONS

Due from related parties

As of September 30, 2010 and December 31, 2009, due from
related parties was summarized as follows:

|                                                    |   | September 30, 2010 |  |   | **December 31, 2009** | 
|--------------------------------------------------- | - | ------------------ |  | - | --------------------- | 
|Xingtai Longhai Steel Group Co.,
      Ltd.         | $ | 266,069            |  | $ | 42,047,673            | 
|Xingtai Longhai Steel Group Metal Product Co., Ltd. |   | -                  |  |   | 242,765               | 
|                                                    |   |                    |  |   |                       | 
|Total                                               | $ | 266,069            |  | $ | 42,290,438            | 

The Company loaned cash deposits received from third party
customers to Xingtai Longhai Steel Group Co., Ltd., a related party under the
control of Mr. Wang Chaojun, the Company's Chief Executive Officer. As of
September 30, 2010 and December 31, 2009, amounts due the Company under these
loans were Nil and $42,047,673, respectively. The $266,069 balance at September
30, 2010 was related to sale of scrap metal.

The Company offered customers sales discounts in return for
cash deposits. These cash deposits were subsequently loaned to Xingtai Longhai
Steel Group Co., Ltd. In consideration for the foregoing loans, the Company
received reimbursements from Xingtai Longhai Steel Group Co., Ltd. on sales
discounts to third party customers in the amount of $1,527,203 and $6,354,006 in
the nine months ended September 30, 2010 and 2009, respectively and
reimbursements of Nil and $2,500,117 in the three months ended September 30,
2010 and 2009, respectively. The Company recorded these reimbursements as earned
finance income which is included in net revenue.

The Company also sells steel wire to Xingtai Longhai Steel
Group Metal Product Co., Ltd. (Longhai Metal), one of the Longhai Group of
companies and a related party under the control of Mr. Wang Chaojun, the
Company's Chief Executive Officer. As of September 30, 2010 and December 31,
2009, accounts receivable from the sale of steel wire to Longhai Metal were Nil
and $242,765, respectively.

In May 2010 the Company placed an order for steel billet with
Xingtai Shenrui Trading Company, a related party under indirect control of Mr.
Wang Chaojun, the Company's Chief Executive Officer and gave Xingtai Shenrui a
cash deposit in the amount of $15,244,809 in connection with this order. The
order was subsequently cancelled and the cash deposit was returned in full by
August 4, 2010.

Related party transactions

Revenue

Revenue from the sale of steel wire to Longhai Metal in the
nine months ended September 30, 2010 and 2009, was Nil and $3,954,193,
respectively. Revenue from the sale of steel wire to Longhai Metal in the three
months ended September 30, 2010 and 2009, was Nil and Nil, respectively.

Revenue from the sale of steel wire to Xingtai Shenrui in the
nine months ended September 30, 2010 and 2009, was $15,450,433 and Nil,
respectively. Revenue from the sale of steel wire to Xingtai Shenrui in the
three months ended September 30, 2010 and 2009, was Nil and Nil, respectively.

In addition, during the nine months ended September 30, 2010
and 2009, the Company sold scrap metal to members of the Longhai Group of
companies in the amount of $3,371,799 and $3,245,696, respectively. During the
three months ended September 30, 2010 and 2009 the Company sold scrap metal to
members of the Longhai Group of companies in the amount of $1,002,167 and
$1,370,323, respectively. These amounts are included in the Company's income
statement as net revenue.

Expenses

During the nine months ended September 30, 2010 and 2009, the
Company purchased gas and other utilities from the Longhai Group in the amount
of $7,849,214 and $6,653,852, respectively. During the three months ended
September 30, 2010 and 2009, the Company purchased gas and other utilities from
the Longhai Group in the amount of $2,614,167 and $1,729,268, respectively.

8

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In addition, the Longhai Group rents office and workshop space
to the Company. Rent expense for the nine months ended September 30, 2010 and
2009 was $21,327 and $21,246, respectively. Rent expense for the three months
ended September 30, 2010 and 2009 was $7,147 and $6,084 respectively.

NOTE 6 - INCOME TAX

Longhai is governed by the Income Tax Law of the PRC concerning
the private-run enterprises, which are generally subject to tax at a statutory
rate of 25% on income reported in the statutory financial statements after
appropriate tax adjustments.

The following table summarizes the temporary differences which
result in deferred tax assets and liabilities as of September 30, 2010 and
December 31, 2009:

|                                                             |   | September 30, 2010 |  |   | December 31, 2009 | 
|------------------------------------------------------------ | - | ------------------ |  | - | ----------------- | 
|Current deferred tax assets:                                 |   |                    |  |   |                   | 
|Cost of revenue on goods delivered but not invoiced          |   | -                  |  |   | 161,673           | 
|Expenses deductible in next year                             |   | 65,495             |  |   | 31,547            | 
|Other                                                        |   | 133,245            |  |   |                   | 
|Total current deferred tax assets                            |   | 198,740            |  |   | 193,220           | 
|Total deferred tax assets                                    | $ | 198,740            |  | $ | 193,220           | 
|                                                             |   |                    |  |   |                   | 
|                                                             |   | September 30, 2010 |  |   | December 31, 2009 | 
|Current deferred tax liabilities:                            |   |                    |  |   |                   | 
|Tax on financing service not
      invoiced to related party |   | 2,514,055          |  |   | 1,365,401         | 
|Total current deferred tax
      liabilities                 |   | 2,514,055          |  |   |                   | 
|Non-current deferred tax
      liabilities:                  |   |                    |  |   |                   | 
|Depreciation of fixed assets                                 | $ | 174,942            |  | $ | 190,351           | 
|Total deferred tax
      liabilities                         | $ | 2,688,997          |  | $ | 1,555,752         | 
|                                                             |   |                    |  |   |                   | 
|Net current deferred tax
      liabilities                   |   | 2,315,315          |  |   | 1,172,181         | 
|Net non-current deferred tax
      liabilities               |   | 174,942            |  |   | 190,351           | 

The following table reconciles the U.S. statutory rates to the
Companys effective tax rate for the nine months ended September 30, 2010 and
2009:

|                             |  | 2010  |   |  | 2009  |  
|---------------------------- |  | ----- | - |  | ----- | -
|US statutory rates           |  | 34.0% |   |  | 34.0% |  
|Tax rate difference          |  | (9.5% | ) |  | (9.0% | )
|Other                        |  | 1.7%  |   |  | -     |  
|Tax per financial statements |  | 26.2% |   |  | 25.0% |  

NOTE 7  SHAREHOLDERS EQUITY

Series A Convertible Preferred Stock

On March 25, 2010, the Company filed a Certificate of
Designation establishing the Series A Preferred Stock and setting forth the
rights, preferences and privileges of the Series A Preferred Stock. On or about
March 25, 2010, the Company issued 10,000 shares of Series A Preferred Stock.

Pursuant to the Certificate of Designation, the shares of
Series A Preferred Stock automatically convert into shares of common stock on
the basis of one share of Series A Preferred Stock for every 985 shares of
common stock immediately subsequent to the effectiveness of the Company's
1-for-125 reverse split of its outstanding common stock (the "Reverse Stock
Split").

The Reverse Stock Split was effective on July 16, 2010 and the
10,000 outstanding shares of Series A Preferred Stock automatically converted
into 9,850,000 shares of common stock, which constitutes 98.5% of the Company's
outstanding common stock. For accounting purposes, we treated the Series A
Preferred Stock as being converted fully to common stock on a post- reverse
split basis for all periods presented.

9

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Following the Reverse Stock Split and the conversion of Series A Preferred Stock into common stock, the Company has 10,000,000 shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding.

Statutory Reserve

Our PRC subsidiary is required under PRC laws and regulations to allocate at least 10% of our annual after-tax profits determined in accordance with PRC GAAP to a statutory general reserve fund until the amounts in said fund reach 50% of our PRC
subsidiarys registered capital. Allocations to these statutory reserve funds can only be used for specific purposes and are not transferable to us in the form of loans, advances or cash dividends.

NOTE 8  STOCK OPTION PLAN

On April 1, 2010, the Company granted a newly appointed executive officer a 5-year option to purchase 200,000 shares of the Companys common stock. According to the stock option agreement, the option has a per share exercise price equal to
$6.00, the fair market value of the stock on the date of grant. Half of the options are immediately exercisable and one-fourth will vest on each anniversary date of the grant over the next two years.

The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock options. The fair value of options was estimated on the date of grant. Valuation assumptions used in the Black-Scholes option-pricing model for options
issued include (1) discount rate of 1.63% based upon United States Treasury yields in effect at the time of the grant, (2) expected term of 2.875 years based upon simplified calculations due to the limited period of time the Companys equity
shares have been publicly traded, (3) expected volatility of 88%, and (4) zero expected dividends. The calculated fair value of the grant was $3.32 per share. No stock options were exercised during the nine months ended September 30, 2010.

NOTE 9  SUBSEQUENT EVENT

On October 12, 2010, the Company entered into a five year operating lease agreement with Xingtai Longhai Steel Group, a related party under the control of Mr. Wang Chaojun, the Company's Chief Executive Officer, for a newly constructed wire plant
adjacent to the Companys current facility with an annual lease cost of RMB 14 million (approximately USD $2.1 million) due in every six months.

10

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Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains statements that
constitute forward looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, and Section 27A of the Securities
Act of 1933, as amended. The words may, will, expect, anticipate,
continue, estimate, project, intend, and similar expressions are
intended to identify forward-looking statements. These statements appear in a
number of places in this document and include statements regarding the intent,
belief or expectation of our company, its directors or its officers with respect
to events, conditions, and financial trends that may affect our future plans of
operations, business strategy, operating results, and financial position.
Persons reviewing this Quarterly Report on Form 10-Q are cautioned that any
forward-looking statements are not guarantees of future performance and are
subject to risks and uncertainties and that actual results may differ materially
from those included within the forward-looking statements as a result of various
factors. These risks and uncertainties include, but are not limited to, the
factors mentioned in the Risk Factors section of our Registration Statement on
Form S-1 filed on July 20, 2010, and other risks mentioned in this Form 10-Q or
in our other reports filed with the Securities and Exchange Commission (the
SEC) since the filing date of our Registration Statement on Form S-1 filed on
July 20, 2010.

Although these forward-looking statements, and any assumptions
upon which they are based, are made in good faith and reflect our current
judgment regarding the direction of our business, actual results will almost
always vary, sometimes materially, from any estimates, predictions, projections,
assumptions or other future performance suggested herein. Except as required by
law, we undertake no responsibility or obligation to update publicly these
forward-looking statements, but may do so in the future in written or oral
statements. Investors should take note of any future statements made by us or on
our behalf.

The following discussion should be read in conjunction with our
unaudited consolidated financial statements and the related notes that appear in
Part I, Item 1, Financial Statements, of this Quarterly Report. Our unaudited
consolidated financial statements are stated in United States Dollars and are
prepared in accordance with United States Generally Accepted Accounting
Principles. The following discussion and analysis covers the Company's unaudited
consolidated results of operations for the three month and nine month periods
ended September 30, 2010 and 2009.

Use of Defined Terms

Except as otherwise indicated by the context, references to:

 the Company, we, us, and our
are to the combined business of (i) Longhai Steel Inc., or LSI, a Nevada
corporation, (ii) Kalington Limited, or Kalington, a Hong Kong limited company
and wholly-owned subsidiary of LSI, (iii) Xingtai Kalington Consulting Service
Co., Ltd., or Kalington Consulting, a PRC limited company and wholly-owned
subsidiary of Kalington, and (iv) Kalington Consultings variable interest
entity, or VIE, Xingtai Longhai Wire Rod Co. Ltd. Ltd., or Longhai, a PRC
limited company, as the case may be;

 Exchange Act are to the Securities
Exchange Act of 1934, as amended;

 Securities Act are to the
Securities Act of 1933, as amended;

 Hong Kong are to the Hong Kong
Special Administrative Region of the Peoples Republic of China;

 PRC, China, and Chinese, are to
the Peoples Republic of China (excluding Macau, Hong Kong and Taiwan);

 Renminbi and RMB are to the legal
currency of China, for purposes of this prospectus only; and U.S. dollar, $,
USD and US$ are to the legal currency of the United States.

11

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Overview

On March 26, 2010, the Company completed a reverse acquisition transaction through a share exchange with Kalington and its shareholders, whereby the Company acquired 100% of the issued and outstanding capital stock of Kalington in exchange for
10,000 shares of our Series A Preferred Stock which constituted 98.5% of the Company’s issued and outstanding capital stock on an as-converted basis as of and immediately after the consummation of the reverse acquisition. As a result of the
reverse acquisition, Kalington became the Company’s wholly-owned subsidiary and the former stockholders of Kalington became our controlling stockholders. The share exchange transaction with Kalington and the Shareholders, was treated as a
reverse acquisition for accounting and financial reporting purposes, with Kalington as the acquirer and the Company as the acquired party. After the reverse acquisition, the Company changed its name to Longhai Steel Inc. By virtue of its ownership
of Kalington, the Company also owns Kalington Consulting, which is a wholly owned foreign subsidiary of Kalington and effectively and substantially controls Longhai and a leading producer of steel wire products in eastern China, through a series of
captive agreements known as variable interest agreements (the “VIE Agreements”) with Kalington Consulting.

On July 16, 2010, the Company effected a 1-for-125 reverse stock split of our issued and outstanding common stock (the “Reverse Stock Split”). Upon the date of the Reverse Stock Split all of the issued and outstanding shares of Series A
Preferred Stock automatically converted into 9,850,000 shares of common stock. Following the effectiveness of the Reverse Stock Split and conversion of Series A Preferred Stock into common stock, there were 10,000,000 shares of our common stock
issued and outstanding and no shares of preferred stock issued and outstanding.

We are a leading producer of steel wire products in eastern China. Demand for our steel wire is driven primarily by spending in the construction and infrastructure industries. We have benefited from strong fixed asset investment and construction
growth as the PRC has rapidly grown increasingly urbanized and invested in modernizing its infrastructure.

Our principal business is the production of steel wire ranging from 6mm to 10mm in diameter. We operate two wire production lines, which have a combined annual capacity of approximately 0.9MMT. Our products are sold to a number of distributors who
transport the wire to nearby wire processing facilities. Our wire is then further processed by these third party wire refiners into a variety of products such as nails, screws, and wire mesh for use in reinforced concrete and fencing. Our facilities
and head offices are located in the town of Xingtai in southern Hebei Province.

Principal Factors Affecting Our Financial Performance

Our operating results are primarily affected by the following factors:

- Growth in the Chinese Economy -We operate our facilities in China and derive almost all of our revenues from sales to customers in China. Economic conditions in China, therefore, affect virtually all aspects of our operations,
including the demand for our products, the availability and prices of our raw materials and our other expenses. China has experienced significant economic growth, achieving a compound annual growth rate of over 10% in gross domestic product from
1996 through 2008. China is expected to experience continued growth in all areas of investment and consumption, even in the face of a global economic recession. However, China has not been entirely immune to the global economic slowdown and is
experiencing a slowing of its growth rate.
- Supply and Demand in the Steel Market –We are subject to macroeconomic factors dictating the supply and demand of steel and wire in the PRC. Steel commodity prices have been volatile in the past, and while they have stabilized
since the first quarter of 2009, our revenues and earnings could be dramatically affected by increases and decreases in raw material and wire costs.
- Infrastructure and Construction Growth –We have in the past benefited from strong growth in fixed asset investment in roads, residential and commercial construction, bridges and other fundamental infrastructure and construction
projects in the PRC. As the Chinese economy matures and develops, we expect this growth to slow and fixed asset investment to fall as a percentage of GDP, however, we believe demand for our products will remain strong for many years to come.

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Third Quarter Financial Performance Highlights

During the third quarter of 2010, we continued to see strong demand for our products and growth in our revenues. The following are some financial highlights for the third quarter of 2010:

- Sales Revenue:Sales revenue increased $2.2 million, or 2.3%, to $96.1 million for the third quarter of 2010 from $93.9 million for the same period of last year.
- Gross Profit:Gross profit increased by 14.4% to $4.28 million for the third quarter of 2010, compared with $3.74 million for the same period in 2009.
- Net Income attributable to the Company’s common stockholders:Net income increased $0.02 million, or 0.8%, to $2.59 million for the third quarter of 2010, from $2.57 million for the same period of last year.
- Basic and fully diluted earnings per share:Basic and fully diluted earnings per share was $0.26 for the third quarter of 2010, compared with $0.26 for the same period last year.

Taxation

United States and Hong Kong

We are subject to United States tax at a tax rate of 34%. No provision for income taxes in the United States has been made as we have no income taxable in the United States due to the fact that we operate pursuant to a VIE structure with Longhai
PRC. Our subsidiary, Kalington, is incorporated in Hong Kong and is taxed on profits generated in Hong Kong at the rate of 16.5%. However, since Kalington is merely a holding company, we do not expect to generate any profits in Hong Kong or be
subject to such taxes.

People’s Republic of China

Income Taxes – We account for income taxes in accordance with ASC 740 “Income Taxes.” ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and
measurement of deferred tax assets based upon the likelihood of realization of 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 tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before we are
able to realize their benefits, or that future deductibility is uncertain.

Because all of our operations are conducted in the PRC, we are governed by the Enterprise Income Tax Law of the PRC (the "EIT Law"). This law and its implementing rules impose a unified EIT rate of 25% on all enterprises, unless they qualify for
certain limited exceptions.

Under the EIT Law, an enterprise established outside of China with “de facto management bodies” within China is considered a resident enterprise and will normally be subject to an EIT of 25% on its global income. The implementing rules
define the term “de facto management bodies” as “an establishment that exercises, in substance, overall management and control over the production, business, personnel, accounting, etc., of a Chinese enterprise.” If the PRC
tax authorities subsequently determine that we should be classified as a resident enterprise, then our organization’s global income will be subject to PRC income tax at the rate of 25%. Such classification would likely result in unfavorable
tax consequences to us and our non-PRC shareholders. Please refer to page 24 of our Current Report on Form 8-K filed with the SEC on March 26, 2010 for further details concerning this point.

Since 2008, we have been subject to tax at a statutory rate of 25% on income reported in our statutory financial statements filed after appropriate tax adjustments in the relevant periods. Our future effective income tax rate depends on various
factors, such as tax legislation, the geographic composition of our pre-tax income and non-tax deductible expenses incurred.

Value Added Taxes – We are also subject to value added tax, or VAT, on the sale of our products. The applicable VAT rate is 17% for products sold in the PRC. The amount of VAT liability is determined by applying the applicable tax rate to the invoiced amount of
goods sold (output VAT) less VAT paid on purchases made with the relevant
supporting invoices (input VAT). Under the commercial practice in the PRC, we
pay VAT based on tax invoices issued. The tax invoices may be issued subsequent
to the date on which revenue is recognized, and there may be a considerable
delay between the date on which the revenue is recognized and the date on which
the tax invoice is issued. In the event that the PRC tax authorities dispute the
date on which revenue is recognized for tax purposes, the PRC tax office has the
right to assess a penalty, which can range from zero to five times the amount of
the taxes which are determined to be late or deficient. Any tax penalty assessed
is expensed as a period expense if and when a determination has been made by the
taxing authorities that a penalty is due. As of December 31, 2009 and 2008, we
accrued zero and $1,328,830, respectively, of unpaid VAT. As of September 30,
2010 we had a negative balance of unpaid VAT, which means a receivable of
$2,966,849.

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Results of Operations

Comparison of Nine Months Ended September 30, 2010 and
September 30, 2009 (Unaudited)

|                                    |   | Nine Months Ended |   |  | Nine Months Ended | 
|----------------------------------- | - | ----------------- | - |  | ----------------- | 
|                                    |   | 30.Sep.2010       |   |  | 30.Sep.2009       | 
|                                    |   |                   |   |  | % of              | 
|                                    |   | Amount            |   |  | **revenues**      | 
|                                    |   |                   |   |  |                   | 
|Net revenue                         | $ | 330,483,572       |   |  |                   | 
|Cost of sales                       |   | (319,232,116      | ) |  | 96.6              | 
|Gross profit                        |   | 11,251,456        |   |  | 3.4               | 
|General and administrative expenses |   | (1,445,726        | ) |  | 0.4               | 
|Income from operations              |   | 9,805,730         |   |  | 3.0               | 
|Income before income taxes          |   | 9,079,417         |   |  | 2.7               | 
|Income tax expense                  |   | (2,384,515        | ) |  | 0.7               | 
|Net income                          |   | 6,694,902         |   |  | 2.0               | 
|Other comprehensive income          |   | 772,389           |   |  | 0.2               | 
|Comprehensive income                | $ | 7,467,291         |   |  | 2.3               | 

Net Revenues . Net revenues consist of revenue from the
sale of steel wire and scrap metal. Roughly 99% of revenues are derived from
wire. Our net revenues increased to $330.5 million in the nine months ended
September 30, 2010 from $283.7 million in the same period in 2009, representing
a 16.5% increase. This increase was due to a period over period increase in our
revenue per ton of wire sold of 15.5% period due primarily to an increase in
average wire prices. Our tons sold increased marginally from 644,368MT to
649,985MT, representing period over period growth of 0.9% .

Cost of Sales . Our cost of sales increased $47.1
million, or 17.3%, to $319.2 million in the nine months ended September 30,
2010, from $272.2 million in the same period in 2009. The cost of sales as a
percentage of revenues increased from 95.9% to 96.6% between the periods. Our
cost of sales is largely dictated by movements in steel billet prices as billet
typically represents more than 95% of our cost of goods sold. Cost of goods sold
per ton of wire sold increased 16.2% period over period.

Gross Profit and Gross Margin. Our gross profit
decreased $0.31 million to $11.25 million in the nine months ended September 30,
2010 from $11.56 million in the same period in 2009. Gross margin declined from
4.1% for the nine months ended September 30, 2009 to 3.4% for the nine months
ended September 30, 2010. The decrease in gross margin was primarily due to the
narrowing of the spread between billet purchase price and wire sales prices
discussed above as billet prices increased more than wire prices. While growth
in infrastructure and construction economies remained robust, the steel wire
market prices were softer in comparison to billet due to stronger than expected
local supply of wire during the summer of 2010. We are forecasting increased
wire and billet spreads in the coming quarter.

General and Administrative Expenses. Our general and
administrative expenses increased $0.63 million to $1.45 million in the nine
months ended September 30, 2010, from $0.82 million in the same period in 2009.

14

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The majority of the increase is due to a stock option granted
to an executive valued at $0.4 million. Other general and administrative
expenses increased due to increased payments for social insurance and expenses
related to becoming a publicly traded company.

Income Before Income Taxes. Our income before income
taxes decreased to $9.08 million in the nine months ended September 30, 2010
from $10.65 million in the same period in 2009. This decrease was due to a
decrease in our gross profit and an increase in our general and administrative
expenses as discussed above. In addition, we experienced higher interest
expenses in association with increased use of bank acceptance bills.

Bank acceptance bills are common instruments used by companies
in China to secure credit terms from their suppliers. The instruments feature a
local bank guarantee of the payment risk, which is provided for a fee. In these
arrangements, a company and a bank enter into a bank acceptance agreement
pursuant to which the bank agrees to accept and pay when due the company's bills
payable to the supplier. Cashing in such bank acceptance bills before they
mature enables us to obtain liquidity at lower interest costs than by using a
bank loan.

Income Tax. Income tax decreased to $2.38 million in the
nine months ended September 30, 2010 from $2.66 million in the same period in
2009 as we had lower taxable income.

Net Income. In the nine months ended September 30, 2010,
we generated net income of $6.69 million, compared to $7.99 million in the same
period in 2009. This decrease was primarily attributable to the factors
discussed above.

Liquidity and Capital Resources

At September 30, 2010, we had cash and cash equivalents of
$220,970, consisting primarily of cash on hand and demand deposits. The
following table provides detailed information about our net cash flows for the
nine months ended September 30, 2010. To date, we have financed our operations
organically and through cash flows from equity contributions by our
shareholders.

The following table sets forth a summary of our cash flows for
the periods indicated:

Cash Flows (all amounts in U.S. dollars)

|                                                           |   | Nine Months Ended |  
|---------------------------------------------------------- | - | ----------------- | -
|                                                           |   | September 30,     |  
|                                                           |   | 2010              |  
|                                                           |   |                   |  
|Net cash provided by (used in) operating
      activities  | $ | (39,738,761       | )
|Net cash used in investing activities                      |   | (3,225,314        | )
|Net cash provided by (used in) financing
      activities  |   | 42,902,618        |  
|Effect of exchange rate changes on cash                    |   | 165,887           |  
|Net increase (decrease) in cash and cash
      equivalents |   | 104,430           |  
|Cash and cash equivalents at beginning of the quarter      |   | 116,540           |  
|Cash and cash equivalents at end of the
      quarter      | $ | 220,970           |  

Operating activities

Net cash used in operating activities was $39.74 million for
the nine months ended September 30, 2010, as compared to net cash provided by
operating activities of $40.4 million for the same period in 2009.

Our cash flows from operating activities changed significantly
because we took measures to eliminate loans to related parties. We had
previously passed prepayments from our wholesale customers straight to the
Longhai Steel Group to provide liquidity to the Longhai Steel Group for iron ore
purchases. In consideration of those prepayments, these wholesale customers
would receive a discount on our steel wire, and Longhai Steel Group would
reimburse us for these discounts by way of a reduced purchase price for
steel billet. This was treated as a loan to a related party, and the reimbursement for the discounts granted to wholesale customers were recorded as financing income according to US GAAP. The passed-through prepayments were recorded as cash used in
financing activities.

15

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Management determined to eliminate this type of related party transactions and instead conduct business with the Longhai Steel Group on an arms-length basis as of the second quarter of 2010. This action required that the loan granted to Longhai
Steel Group be repaid. This resulted in a reduction of approximately $42 million in operating cash that was accompanied by a matching increase in cash from financing activities.

Wholesale customers prepay large amounts in order to get a discount on our steel wire. These prepayments cover up to 3 months’ of deliveries. We continue to deliver steel wire until the prepayments are exhausted, at which time the prepayments
are replenished by the customer. Occasionally, delivery takes place before the top-up payments arrive, which may result in comparatively small accounts receivable that are usually cleared during the course of the following month. We typically
collect cash on or before delivery from non-wholesale customers. This practice does not cause any cost risk as all purchases and sales are priced according to market price in effect on the day of the transaction.

Investing activities

Net cash used in investing activities for the nine months ended September 30, 2010 was $3.22 million, as compared to net cash used in investing activities of $0.02 million during the same period of 2009. This increase in cash used in
investing activities was mainly due to purchase of equipment.

Financing activities

Net cash provided by financing activities for the nine months ended September 30, 2010 was $42.9 million, as compared to net cash used of $40.66 million during the same period of 2009. The cash inflow in financing activities for the nine
months ended September 30, 2010 mainly consisted of repayment of a loan by a related party as discussed above.

Other than a lease contingent on the completion of a wire facility, we have no material commitments for capital expenditures.

We believe that our cash on hand and cash flows from operations will meet our present cash needs, but we may require additional cash resources to implement our expansion through the acquisition of additional facilities. If our own financial
resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities could result in dilution to our stockholders.
The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable
to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects. On July 20, 2010, we have filed a
registration statement with the SEC in order to be able to issue additional common stock at a proposed maximum offer price of 20 million U.S. Dollars for the purpose of expanding our business through acquisitions and to better meet our working
capital needs.

Comparison of Three Months Ended September 30, 2010 and September 30, 2009 (Unaudited)

The following table sets forth key components of our results of operations during the three month periods ended September 30, 2010 and 2009, both in dollars and as a percentage of our revenues:

16

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|                                    |   | Three Months Ended |   |  | Three Months Ended | 
|----------------------------------- | - | ------------------ | - |  | ------------------ | 
|                                    |   | 30.Sep.2010        |   |  | 30.Sep.2009        | 
|                                    |   |                    |   |  | % of               | 
|                                    |   | Amount             |   |  | **revenues**       | 
|                                    |   |                    |   |  |                    | 
|Net revenue                         | $ | 96,104,842         |   |  |                    | 
|Cost of sales                       |   | (91,826,504        | ) |  | 95.5               | 
|Gross profit                        |   | 4,278,338          |   |  | 4.5                | 
|General and administrative expenses |   | (406,971           | ) |  | 0.4                | 
|Income from operations              |   | 3,871,367          |   |  | 4.0                | 
|Income before income taxes          |   | 3,470,857          |   |  | 3.6                | 
|Income tax expense                  |   | (883,304           | ) |  | 0.9                | 
|Net income                          |   | 2,587,553          |   |  | 2.7                | 
|Other comprehensive income          |   | 624,426            |   |  | 0.6                | 
|Comprehensive income                | $ | 3,211,979          |   |  | 3.3                | 

Net Revenues. Net revenues consists of revenue from the
sale of steel wire and scrap metal. Roughly 99% of revenues are derived from
wire. Our net revenues increased to $96.1 million in the three months ended
September 30, 2010 from $93.9 million in the same period in 2009, representing a
2.3% increase. This increase was due to a 12.7% period over period increase in
our average revenue per ton of wire. Meanwhile, sales volume decreased from
202,092MT to 183,517MT, representing period over period decline of 9.2% . This
was due an accumulation of roughly two weeks worth of inventory at the end of
the quarter as some customers delayed pick up of wire. We have since cleared
this inventory.

Cost of Sales . Our cost of sales increased $1.65
million, or 1.8%, to $91.83 million in the three months ended September 30,
2010, from $90.18 million in the same period in 2009. The cost of sales as a
percentage of revenues decreased from 96.0% to 95.5% between the periods. Our
cost of sales is largely dictated by movements in steel billet prices as billet
typically represents more than 95% of our cost of goods sold.

Gross Profit and Gross Margin. Our gross profit
increased $0.53 million to $4.28 million in the three months ended September 30,
2010 from $3.75 million in the same period in 2009. Gross margin increased from
4.0% for the three months ended September 30, 2009 to 4.5% for the three months
ended September 30, 2010. The increase in gross margin was primarily due to the
widening of the spread between billet purchase price and wire sales prices above
as billet prices increased less than wire prices. The spread has recovered
slightly from the narrower levels we experienced in the second quarter. We
expect that local investment in fixed assets, necessary infrastructure projects,
and continued broader economic growth in China will continue to drive wire
demand in the near future.

General and Administrative Expenses. Our general and
administrative expenses increased $0.1 million to $0.41 million in the three
months ended September 30, 2010, from $0.31 million in the same period in 2009.
This was due to increased expenses related to becoming a publicly traded
company.

Income Before Income Taxes. Our income before income
taxes slightly increased to $3.47 million in the three months ended September
30, 2010 from $3.43 million in the same period in 2009.

Income Tax. Income tax increased to $0.88 million in the
three months ended September 30, 2010 from $0.86 million in the same period in
2009 as we had higher taxable income.

Net Income. In the three months ended September 30,
2010, we generated net income of $2.59 million, compared to $2.57 million in the
same period in 2009. This increase was primarily attributable to the factors
discussed above.

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Inflation

Inflation and changing prices have not had a material effect on our business and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future. However, our management will closely monitor price
changes in the steel industry and continually maintain effective cost control in operations.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital
expenditures or capital resources that is material to an investor in our securities.

Seasonality

Our operating results and operating cash flows have not historically been subject to seasonal variations, however, the first quarter is usually the slowest quarter because fewer projects are undertaken during and around the Chinese spring festival.

Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires our management to make assumptions, estimates and judgments that affect the amounts reported,
including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are
important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial conditions and results of operations and require management’s
difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive
because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies
involve the most significant estimates and judgments used in the preparation of our financial statements:

Revenue Recognition

Retail sales are recognized at the point of sale to customers, are recorded net of estimated returns, and exclude VAT. Wholesales to contracted customers are recognized as revenue at the time the product is shipped and title passes to the customer
FOB shipping point.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP 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 dates of the consolidated financial statements and the amount 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 results

Accounts Receivable

Accounts receivable mainly consist of unpaid balances due from wholesale customers. Such balances generally are cleared in the subsequent month when the wholesale customers place another order. We do not provide an allowance for doubtful accounts
because we have not experienced any credit losses in collecting these amounts from whole-sale customers.

Impairment of Long-Lived Assets

We account for impairment of property and equipment and amortizable intangible assets in accordance with ASC 360, “Accounting for Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of”, which requires us to evaluate a
long-lived asset for recoverability when there is event or circumstance that indicate the carrying value of the asset may not be recoverable. An impairment loss is recognized when
the carrying amount of a long-lived asset or asset group is not recoverable (when carrying amount exceeds the gross, undiscounted cash flows from use and disposition) and is measured as the excess of the carrying amount over the asset’s (or
asset group’s) fair value. There was no impairment of long-lived assets for the three month periods ended September 30, 2010 and 2009 or the years ended December 31, 2009 or 2008.

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Inventories

Merchandise inventories are stated at the lower of cost or market. Cost is determined on a weighted average basis and includes all expenditures incurred in bringing the goods to the point of sale and putting them in a salable condition. In assessing
the ultimate realization of inventories, the management makes judgments as to future demand requirements compared to current or committed inventory levels. Our reserve requirements generally increase as our projected demand requirements or decrease
due to market conditions and product life cycle changes. We estimate the demand requirements based on market conditions, forecasts prepared by customers, sales contracts and orders in hand.

In addition, we estimate net realizable value based on intended use, current market value and inventory ageing analyses. We write down inventories for estimated obsolescence or unmarketable inventory equal to the difference between the cost of
inventories and their estimated market value based upon assumptions about future demand and market conditions.

Comprehensive Income

We have adopted the provisions of ASC 220 “Reporting Comprehensive Income,” which establishes standards for the reporting and display of comprehensive income, its components and accumulated balances in a full set of general purpose
financial statements.

ASC 220 defines comprehensive income as comprised of net income and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders, including
adjustments to minimum pension liabilities, accumulated foreign currency translation, and unrealized gains or losses on marketable securities. Our other comprehensive income arose from the effect of foreign currency translation adjustments.

Foreign Currency Translation/Transactions

The reporting currency of the Company is the U.S. dollar. The functional currency of the Company's PRC subsidiaries is the RMB. Assets and liabilities of non-U.S. subsidiaries that operate in a local currency environment, where that local currency
is the functional currency, are translated into U.S. dollars at exchange rates in effect at the balance sheet date; with the resulting translation adjustments directly recorded to a separate component of accumulated other comprehensive income.
Income and expense accounts are translated at average exchange rates during the year. Gains and losses from foreign currency transactions are recorded in other income (loss), net. The functional currency is the local currency for all non-U.S.
subsidiaries.

The balance sheet amounts at September 30, 2010, with the exception of shareholders' equity, were translated at the exchange rate of 6.6981 RMB to the U.S. $1.00 compared to the exchange rate of 6.8376 RMB to the U.S. $1.00 at December 31,
2009. The equity accounts were stated at their historical exchange rates. The average translation rates applied to the income and cash flow statement amounts for the nine months ended September 30, 2010 and 2009 was 6.81648 RMB and 6.84251 RMB to
the U.S. $1.00, respectively.

Translation adjustments resulting from this process are included in "accumulated other comprehensive income" in the consolidated statement of stockholders’ equity and were $1,579,207 and $806,818 as of September 30, 2010 and December
31, 2009, respectively.

Recent Accounting Pronouncements

On February 25, 2010, the FASB issued ASU 2010-09 Subsequent Events Topic 855 “Amendments to Certain Recognition and Disclosure Requirements,” effective immediately. The amendments in the ASU remove the requirement for an SEC filer to
disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. Revised financial statements include financial
statements revised as a result of either correction of an error or retrospective application of US GAAP. The FASB believes these amendments remove potential conflicts with the SEC’s literature. The adoption of this ASU did not have a material
impact on the Company’s consolidated financial statements.

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On March 5, 2010, the FASB issued ASU No. 2010-11 Derivatives and Hedging Topic 815 “Scope Exception Related to Embedded Credit Derivatives.” This ASU clarifies the guidance within the derivative literature that exempts certain credit
related features from analysis as potential embedded derivatives requiring separate accounting. The ASU specifies that an embedded credit derivative feature related to the transfer of credit risk that is only in the form of subordination of one
financial instrument to another is not subject to bifurcation from a host contract under ASC 815-15-25, Derivatives and Hedging — Embedded Derivatives — Recognition. All other embedded credit derivative features should be analyzed to
determine whether their economic characteristics and risks are “clearly and closely related” to the economic characteristics and risks of the host contract and whether bifurcation is required. The ASU is effective for the Company on July
1, 2010. Early adoption is permitted. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-17 (ASU 2010-17), Revenue Recognition-Milestone Method (Topic 605): Milestone Method of Revenue Recognition. The amendments in this update are
effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a vendor elects early adoption and the period of adoption is not
the beginning of the entity’s fiscal year, the entity should apply the amendments retrospectively from the beginning of the year of adoption. The Company did not expect the provisions of ASU 2010-17 to have a material effect on the financial
position, results of operations or cash flows of the Company.

Item 3. Quantitative and Qualitative Disclosures About Market Risks

Quantitative and Qualitative Disclosures about Market Risk

We have exposure to several types of market risk: changes in foreign currency exchange rates, interest rates and commodity prices. We neither hold nor issue financial instruments for trading purposes nor do we make use of derivative instruments to
hedge the risks discussed below. The following sections provide quantitative information on our exposure to market risks. Our use of sensitivity analyses are inherently limited in estimating actual losses in fair value that can occur from changes in
market conditions.

Foreign Currency Exchange Rates

All of our revenues are collected in and substantially all of our expenses are paid in Chinese RMB. We face foreign currency rate translation risks when our results are translated to U.S. dollars. The registered equity capital denominated in the
functional currency is translated at the historical rate of exchange at the time of capital contribution.

The Chinese RMB was relatively stable against the U.S. dollar at approximately 8.28 RMB to the $1.00 U.S. dollar until July 21, 2005 when the Chinese currency regime was altered resulting in a 2.1% revaluation versus the U.S. dollar. This move
initially had the effect of pegging the exchange rate of the RMB at 8.11 RMB per U.S. dollar. Now the RMB exchange rate is no longer linked to the U.S. dollar but rather to a basket of currencies with a 0.3% margin of fluctuation resulting in
further appreciation of the RMB against the U.S. dollar. Since June 30, 2009, the exchange rate had remained stable at 6.8307 RMB to 1.00 U.S. dollar until June 30, 2010 when the Chinese Central Bank allowed a further appreciation of the RMB by
0.43% to 6.798 RMB to 1.00 U.S. dollar. On November 1, 2010, the RMB traded at 6.6616 to the U.S. dollar.

There remains international pressure on the Chinese government to adopt an even more flexible currency policy and The exchange rate of RMB is subject to changes in China’s government policies which are, to a large extent, dependent on the
economic and political development both internationally and locally and the demand and supply of RMB in the domestic market. There can be no assurance that such exchange rate will continue to remain stable in the future amongst the volatility of
currencies, globalization and the unstable
economies in recent years. Since (i) our income and profit are denominated in RMB, and (ii) the payment of dividends, if any, will be in U.S. dollars, any decrease in the value of the RMB against other foreign currencies would adversely affect the
value of the shares and dividends payable to shareholders, in foreign currency terms.

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Commodity Prices

We are generally exposed to commodity price swings. Although there is no guaranteed correlation, steel wire prices generally fluctuate with steel prices, but the differential between market prices of steel billet and steel wire also fluctuates.
Although we generally hold inventory for the duration of our 24-hour production cycle, sudden changes in the market price of steel and wire may directly impact the valuation of inventory and goods in progress, which influences earnings. So long as
the market price differential between billets and wire does not shrink disproportionally, rising steel prices generally work in our favor as inventory purchased at lower prices would appreciate in such a scenario, resulting in additional profits
when the wire is sold.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company's management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act of 1943, as amended) that is designed 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 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. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2010 our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting, other than those stated above, during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.

Inherent Limitations of Internal Controls

Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of
fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be
circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the
policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II  OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors

Not applicable.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. (Removed and Reserved)

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

EXHIBITS.

|31.1* | Certification of Principal Executive Officer filed pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002.                                                           
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.2* | Certification of
      Principal Financial Officer filed pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.                                                     
|32.1* | Certification of Principal Executive Officer furnished
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.    
|32.2* | Certification of Principal
    Financial Officer furnished
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.

*Filed herewith.

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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.

DATED: November 2, 2010

LONGHAI STEEL INC.

/s/Dr. Eberhard
KornotzkiDr. Eberhard Kornotzki Chief Financial
Officer(Principal Financial Officer)

---

EXHIBIT INDEX

|31.1* | Certification of Principal Executive Officer filed pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002.                                                           
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.2* | Certification of
      Principal Financial Officer filed pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.                                                     
|32.1* | Certification of Principal Executive Officer furnished
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.    
|32.2* | Certification of Principal
    Financial Officer furnished
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.

*Filed herewith.

---