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

                            FORM 10-QSB OMB APPROVAL

(Mark One)

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

                  For the quarterly period ended June 30, 2005
--------------------------------------------------------------------------------

|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                   For the transition period from       to

                        Commission file number 000-11991


                              SORL AUTO PARTS, INC.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


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


                              No. 1169 Yumeng Road
                       Ruian Economic Development District
                          Ruian City, Zhejiang Province
                           People's Republic Of China
                    (Address of principal executive offices)
--------------------------------------------------------------------------------


                                 86-577-65817720
--------------------------------------------------------------------------------
                          (Issuer' s telephone number)


--------------------------------------------------------------------------------
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |_|  No |X|


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

 As of August 11, 2005 there were 13,287,055 shares of Common Stock outstanding
--------------------------------------------------------------------------------

Transitional Small Business Disclosure Format (Check one): Yes |_| No |X|

<PAGE>

                                     INDEX
                                     -----

PART I.    FINANCIAL INFORMATION (unaudited).................................  1

Item 1.    Financial Statements:.............................................  1

           Consolidated Balance Sheets.......................................  1

           Consolidated Statements of Operations for.........................  2

           Consolidated Statements of Changes in Shareholders' Equity........  3

           Consolidated Statements of Cash Flows for.........................  4

           Notes to the Condensed Financial Statements.......................  5

Item 2.    Management's Discussion and Analysis or Plan of Operations........ 12

Item 3.    Controls and Procedures........................................... 18


PART II.   OTHER INFORMATION................................................. 18

Item 1.    Legal Proceeding.................................................. 18

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds....... 18

Item 3.    Defaults Upon Senior Securities................................... 18

Item 4.    Submission Of Maters To a vote of Security Holders................ 18

Item 5.    Other Information................................................. 18

Item 6.    Exhibits.......................................................... 18

SIGNATURES................................................................... 19


                                      - i -


<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1. Financial Statements


<TABLE>
<CAPTION>

                                     SORL Auto Parts, Inc.
                                  Consolidated Balance Sheets
                              June 30, 2005 and December 31, 2004

                                                                      June 30,      December 31,
                                                                        2005            2004
                                                                    (Unaudited)       (Audited)
                                                                    -----------      ----------
<S>                                                            <C>  <C>          <C> <C>
      Assets

      Current Assets
        Cash and Cash Equivalents                               US$     317,030  US$    729,875
        Trade Receivables, Net of Provision                          18,988,834      12,595,905
        Notes Receivable                                                934,783         129,675
        Inventory                                                     2,604,395       1,875,300
        Prepayments                                                   1,810,466       1,404,710
        Other Currents (Receivables, or discontinued operations)         62,742         393,300
                                                                     ----------      ----------
             Total Current Assets                                    24,718,250      17,128,765

      Fixed Assets
        Property, Plant and Equipment                                 8,590,023       7,517,796
        Less:  Accumulated Depreciation                              (2,554,240)     (2,165,142)
                                                                     ----------      ----------
             Fixed Assets, Net                                        6,035,783       5,352,654

      Other Assets
        Loans Receivable                                                      0               0
        Intangible Assets                                                43,173          43,174
        Less:  Accumulated Amortization                                  (8,013)         (4,454)
             Intangible Assets, Net                                      35,160          38,720

        Other LT Assets (Discontinued Operations)                             0               0
                                                                     ----------      ----------
             Total Other                                                 35,160          38,720
                                                                     ----------      ----------
      Total Assets                                              US$  30,789,193  US$ 22,520,139
                                                                     ==========      ==========

      Liabilities and Shareholders' Equity

      Current Liabilities
        Accounts Payable                                        US$   5,101,678  US$  4,717,655
        Deposit Received from Customers                               1,499,868         861,624
        ST Bank Loans                                                 8,174,590       4,830,918
        Accrued Expenses                                                221,866         625,769
        Other Current Liabilities                                     1,075,428               0
             Total Current Liabilities                               16,073,430      11,035,966

      Long-Term Liabilities
        LT Bank Loans                                                         0               0
        Other LT Liabilities                                                  0               0
                                                                     ----------      ----------
             Total Liabilities                                       16,073,430      11,035,966
                                                                     ----------      ----------
      Minority Interest                                               1,471,577       1,148,418

      Shareholders' Equity
        Common Stock                                                     26,574          26,574
        Paid In Capital                                               4,082,237       4,082,237
        Reserves                                                              0               0
        Retained Earnings (Deficit)                                   9,135,375       6,226,944
                                                                     ----------      ----------
                                                                     13,244,186      10,335,755
                                                                     ----------      ----------
      Total Liabilities and Shareholders' Equity                US$  30,789,193  US$ 22,520,139
                                                                     ==========      ==========

           The accompanying notes are an integral part of these financial statements.
</TABLE>


                                             - 1 -
<PAGE>

<TABLE>
<CAPTION>
                                             SORL Auto Parts, Inc.
                                     Consolidated Statements of Operations
                            For The Second Quarter Ending on June 30, 2005 and 2004


                                                     2005 Q2        2005 YTD          2004 Q2        2004 YTD
                                                   -----------     -----------      ----------      ----------
<S>                                                <C>             <C>              <C>             <C>
Sales                                           US$ 14,924,151      29,440,016  US$ 11,340,173      20,409,618

Cost of Sales                                       11,561,779      22,857,952       8,686,430      15,525,677
                                                   -----------     -----------      ----------      ----------
Gross Profit                                         3,362,372       6,582,064       2,653,743       4,883,941

Expenses:
  Selling and Distribution Expenses                    954,666       1,881,755         387,736       1,012,874
  General and Administrative Expenses                  652,039       1,206,293         839,266       1,408,171
                                                             0               0               0               0
                                                   -----------     -----------      ----------      ----------
Total Expenses                                       1,606,705       3,088,048       1,227,002       2,421,045

Operating Income                                     1,755,667       3,494,016       1,426,741       2,462,896

Financial Expenses                                    (126,348)       (186,800)        (76,267)       (156,175)
Other Income                                                 0               0               0               0
Non-Operating Expenses                                 (66,473)        (75,626)        (36,187)        (36,187)
                                                   -----------     -----------      ----------      ----------
Income (Loss) Before Provision for
  Income Taxes                                       1,562,846       3,231,590       1,314,287       2,270,534

Provision for Income Taxes                                   0               0               0               0
                                                   -----------     -----------      ----------      ----------

Net Income Before Minority Interest             US$  1,562,846       3,231,590  US$  1,314,287       2,270,534
                                                   ===========     ===========      ==========      ==========
Minority Interest                                      156,285         323,159         131,428         227,053
                                                   -----------     -----------      ----------      ----------
Net Income Attributable to Shareholders              1,406,561       2,908,431       1,182,859       2,043,481
                                                   ===========     ===========      ==========      ==========

Weighted average common share - Basic (1)           13,287,055      13,287,055         328,533         328,533

Weighted average common share - Diluted (1) (2)     13,287,055      13,287,055       7,588,334       3,958,422

EPS -Basic (1)                                            0.11            0.22            3.60            6.22

EPS -Diluted (1) (2)                                      0.11            0.22            0.16            0.52


(1)   All share and per share amounts have been adjusted to reflect the 1:15 stock split that occurred May 10,
      2004 as if the recapitalization had taken place on the first day of the earliest period presented.

(2)   Diluted shares and per share amounts reflect the conversion of preferred  stocks 1,000,000 shares (after
      giving effect to the 1:15 stock split) as if they were converted on the date of issuance.


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

</TABLE>


                                                     - 2 -
<PAGE>

<TABLE>
<CAPTION>
                                                SORL Auto Parts, Inc.
                             Consolidated Statements of Changes in Shareholders' Equity
                               For The Second Quarter Ending on June 30, 2005 and 2004

                                                                                             Retained
                                             Number         Common         Paid in           Earnings   Shareholders'
                                           of Shares         Stock         Capital  Reserves (Deficit)     Equity
                                          --------------------------------------------------------------------------
<S>                                       <C>             <C>             <C>        <C>     <C>        <C>
      Beginning Balance - Dec 31, 2003        328,533             657     26,883,343    0    1,420,000    28,304,000

      Common Stock                         12,958,522          25,917                                         25,917

      Re-organization                                                    (22,801,106)                    (22,801,106)

      Net Income (Loss)                                                                      2,043,481     2,043,481

      Additions to Reserve                                                              0            0             0
                                                                                                                   0
      Paid In Capital Contributions                                                0                               0
                                          --------------------------------------------------------------------------
      Ending Balance - Jun 30, 2004        13,287,055          26,574      4,082,237    0    3,463,481     7,572,292
                                          ==========================================================================

      Beginning Balance - Dec 31, 2004     13,287,055          26,574      4,082,237    0    6,226,944    10,335,755

      Common Stock                                                                                                 0

      Net Income (Loss)                                                                      2,908,431     2,908,431

      Additions to Reserve                                                              0            0             0

      Paid In Capital Contributions                 0
                                          --------------------------------------------------------------------------
      Ending Balance - Jun 30, 2005        13,287,055          26,574      4,082,237    0    9,135,375    13,244,186
                                          ==========================================================================


Note: Common stock has a par value of $0.002

                     The accompanying notes are an integral part of these financial statements.
</TABLE>


                                                        - 3 -
<PAGE>

                                SORL Auto Parts, Inc.
                        Consolidated Statements of Cash Flows
                 For The Six Months Ending on June 30, 2005 and 2004

<TABLE>
<CAPTION>
                                                              2005            2004
                                                           -----------    -----------
<S>                                                  <C>   <C>        <C> <C>
      Cash Flows from Operating Activities
      Net Income (Loss)                               US$    2,908,431 US$  2,043,481
        Adjustments to reconcile net income (loss) to
          net cash from operating activities:
        Loss from Sale/Disposal of Assets                            0              0
        Amortization                                             3,559         (4,228)
        Depreciation                                           389,098        173,948
        Changes in Assets and Liabilities:
        Trade Receivables                                   (6,392,929)    (9,343,024)
        Notes Receivables                                     (805,108)      (302,065)
        Other Receivables                                      330,558        (20,846)
        Inventory                                             (729,095)        54,546
        Prepayments, Deposits, and Other Current Assets       (405,756)     2,042,988
        Trade Payables                                         384,023      4,532,656
        Deposits Received from Customers                       638,244        611,534
        Other Payables and Accrued Expenses                    671,525        249,435
        Minority Interest                                      323,159        227,053
                                                           -----------    -----------
             Net Cash Flows from Operating Activities       (2,684,291)       265,478

      Cash Flows from Investing Activities
        Acquisition of Property and Equipment               (1,072,227)       (53,112)
        Investment in Intangible Assets                              0        (28,343)
        Investing in Activities - Discontinued Ops                   0              0
                                                           -----------    -----------
             Net Cash Flows from Investing Activities       (1,072,227)       (81,455)

      Cash Flows from Financing Activities
        Proceeds from Borrowings                             3,343,672         (1,899)
        Proceeds from Share Issuance                                 0         25,917
        Paid-in Capital Increase                                     0             (9)
                                                           -----------    -----------
             Net Cash Flows from Financing Activities        3,343,672         24,009

      Net Increase (Decrease) in Cash                         (412,845)       208,032

      Cash - Beginning of Term                                 729,875              0
                                                           -----------    -----------
      Cash - End of Term                              US$      317,030 US$    208,032
                                                           ===========     ==========
      Supplemental Cash Flow Disclosures:
        Interest Paid                                          177,015        153,135
        Tax Paid                                                     0              0
                                                           ===========     ==========
      Supplemental Disclosures of Non-Cash Investing and
        Financing Activities
        Cash Balance per Current Balance Sheet                 317,030        208,032
        Check                                                       (0)            (0)
                                                           ===========     ==========
</TABLE>


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


                                        - 4 -
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF BUSINESS

      SORL Auto Parts is principally engaged in the manufacture and distribution
of automotive air brake valves and hydraulic brake valves for vehicles  weighing
more than three tons, such as trucks, vans and buses,  through its 90% ownership
of Ruili  Group  Ruian  Auto  Parts  Company  Limited  (Ruian)  in the PRC.  The
subsidiary  distributes  products both in China and  internationally  under SORL
Auto Parts  trademarks.  The Company's  product range  includes 36 categories of
brake valves with over 800 different specifications. The Company is rated as one
of the top 100 auto component suppliers in China.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      ACCOUNTING  METHOD - The Company uses the accrual method of accounting for
financial statement and tax return purposes.

PRINCIPLES OF CONSOLIDATION

      The consolidated  financial  statements  include the accounts of SORL Auto
Parts, Inc. and its majority owned  subsidiaries.  All significant  intercompany
balances and transactions have been eliminated in the consolidation.

      USE OF ESTIMATES - The  preparation of financial  statements in conformity
with U.S. generally accepted  accounting  principles requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period.  Management makes its best estimate of the ultimate
outcome  for these  items  based on  historical  trends  and  other  information
available when the financial  statements are prepared.  Changes in estimates are
recognized in accordance  with the accounting  rules for the estimate,  which is
typically in the period when new information becomes available to management.

      Actual results could differ from those estimates.  Fair value of financial
instruments - For certain of the Company's financial instruments, including cash
and cash equivalents, trade receivables and payables, prepaid expenses, deposits
and other current  assets,  short-term bank  borrowings,  and other payables and
accruals,  the  carrying  amounts  approximate  fair  values due to their  short
maturities.

      RELATED PARTY  TRANSACTIONS - A related party is generally  defined as (i)
any  person  that  holds  10% or  more of the  Company's  securities  and  their
immediate families,  (ii) the Company's management,  (iii) someone that directly
or indirectly  controls,  is  controlled by or is under common  control with the
Company,  or (iv)  anyone who can  significantly  influence  the  financial  and
operating  decisions of the Company. A transaction is considered to be a related
party  transaction when there is a transfer of resources or obligations  between
related parties.


                                     - 5 -
<PAGE>

      FINANCIAL  RISK  FACTORS AND  FINANCIAL  RISK  MANAGEMENT - The Company is
exposed to the following risk factors:

      (i)   Credit  risks - The  Company  has  policies  in place to ensure that
            sales of products are made to customers with an  appropriate  credit
            history. The Company has two customers that respectively account for
            more than 7% of its total revenues for the period.  The Company also
            has a  concentration  of credit  risk due to  geographic  sales as a
            majority of its products are marketed and sold in the PRC.

      (ii)  Liquidity  risks  -  Prudent   liquidity  risk  management   implies
            maintaining  sufficient cash, the availability of funding through an
            adequate amount of committed credit  facilities and ability to close
            out market positions.

      (iii) Interest  rate risk - The interest  rate and terms of  repayments of
            short-term and long-term bank borrowings are approximately 5.58% per
            annum.  The  Company's  income  and  cash  flows  are  substantially
            independent of changes in market interest rates.  The Company has no
            significant  interest-bearing  assets.  The  Company's  policy is to
            maintain all of its borrowings in fixed rate instruments.

      CASH AND CASH  EQUIVALENTS  - The  Company  considers  all  highly  liquid
instruments  purchased  with an original  maturity of three months or less to be
cash equivalents.

      INVENTORIES  -  Inventories  are  stated  at  the  lower  of  cost  or net
realizable value, with cost computed on a weighted-average  basis. Cost includes
all costs of purchase,  cost of conversion  and other costs incurred in bringing
the inventories to their present location and condition. Net realizable value is
the  estimated  selling  price  in the  ordinary  course  of  business  less the
estimated  costs of  completion  and the estimated  costs  necessary to make the
sale.

      PROPERTY,  PLANT AND EQUIPMENT - Property,  plant and equipment are stated
at cost less accumulated depreciation and impairment losses. The initial cost of
the asset  comprises its purchase price and any directly  attributable  costs of
bringing the asset to its working  condition  and location for its intended use.
Depreciation  is  provided  using  the  straight-line  method  over  the  assets
estimated  useful life for periods  ranging from five to ten years.  Significant
improvements  and  betterments  are  capitalized  where it is probable  that the
expenditure  resulted in an increase in the future economic benefits expected to
be obtained form the use of the asset beyond its originally assessed standard of
performance.  Routine repairs and maintenance are expensed when incurred.  Gains
and losses on disposal of fixed assets are  recognized  in the income  statement
based on the net disposal proceeds less the carrying amount of the assets.

      IMPAIRMENT OF  LONG-LIVED  ASSETS - Long-lived  assets,  such as property,
plant and equipment and other non-current assets,  including  intangible assets,
are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying value of an asset may not be  recoverable.  An impairment loss
is recognized  when the estimated  undiscounted  cash flows  associated with the
asset or group of  assets is less  than  their  carrying  value.  If  impairment
exists,  an adjustment is made to write the asset down to its fair value,  and a
loss is recorded as the  difference  between the carrying  value and fair value.
Fair values are determined based on quoted market values,  discounted cash flows
or internal and external appraisals, as applicable. Assets to be disposed of are
carried at the lower of carrying value or estimated net realizable value.


                                     - 6 -
<PAGE>

      INTANGIBLE  ASSETS -  Intangible  assets  represent  technology  know-how.
Intangible  assets  are  measured  initially  at  cost.  Intangible  assets  are
recognized  if it is  probable  that  the  future  economic  benefits  that  are
attributable  to the asset will flow to the enterprise and the cost of the asset
can be measured  reliably.  After  initial  recognition,  intangible  assets are
measured at cost less any  impairment  losses.  Intangible  assets with definite
useful lives are amortized on a straight-line basis over their useful lives

      TRADE RECEIVABLES AND ALLOWANCE FOR BAD DEBTS - The Company presents trade
receivables,  net of  allowances  for doubtful  accounts and returns,  to ensure
accounts   receivable  are  not  overstated  due  to   uncollectibility.   Trade
receivables  generated  from credit  sales have  general  credit  terms of 45 to
60days.  The  allowances  are  calculated  based on  detailed  review of certain
individual customer accounts,  historical rates and an estimation of the overall
economic conditions affecting the Company's customer base. The Company reviews a
customer's credit history before extending credit. If the financial condition of
its customers were to  deteriorate,  resulting in an impairment of their ability
to make payments, additional allowances may be required.

      REVENUE  RECOGNITION - Revenue from the sale of goods is  recognized  when
the risks and rewards of ownership of the goods have  transferred  to the buyer.
Revenue  consist of the invoice  value for the sale of goods and services net of
value-added  tax ("VAT"),  rebates and discounts.  The Company is subject to the
following surtaxes, which are recorded as deductions from gross sales: Education
Surtax (levied at 4% of net VAT payable).

      INCOME TAXES - The Company  accounts for income taxes under the  provision
of Statement of Financial Accounting Standards ("SFAS" No. 109), "Accounting for
Income Taxes,"  whereby  deferred income tax assets and liabilities are computed
for  differences  between the financial  statements  and tax bases of assets and
liabilities  that will  result in taxable or  deductible  amounts in the future,
based on  enacted  tax laws and rates  applicable  to the  periods  in which the
differences  are expected to affect  taxable  income.  Valuation  allowances are
established  when necessary;  to reduce deferred income tax assets to the amount
expected to be realized.

      FOREIGN  CURRENCY  TRANSLATION - The reporting  currency of the Company is
U.S.  dollars  and the  financial  records  are  maintained  and  the  financial
statements  are  prepared in Chinese  Renminbi  ("RMB").  Transactions  in other
currencies  are  translated  into the  reporting  currencies  at exchange  rates
prevailing  at the time of the  transactions.  Monetary  assets and  liabilities
denominated in other  currencies at the balance sheet date are  re-translated at
exchange rates prevailing at that date.  Non-monetary  assets and liabilities in
other currencies are translated at historical rates.

RECENTLY ISSUED ACCOUNTING STANDARDS

      Interpretation  No. 46 "Consolidation of Variable  Interest  Entities,  an
Interpretation  of ARB No.  51"  (FIN  46).  FIN 46  requires  certain  variable
interest entities to be consolidated by the primary beneficiary of the entity if
the  equity  investors  in the  entity  do not  have  the  characteristics  of a
controlling  financial interest or do not have sufficient equity at risk for the
entity to finance its activities without additional subordinated financial


                                     - 7 -
<PAGE>

support from other  parties.  FIN 46 is effective for all new variable  interest
entities  created or acquired  after  January 31, 2003.  For  variable  interest
entities created or acquired prior to February 1, 2003, the provisions of FIN 46
must be applied for the first interim or annual period  beginning after June 15,
2003.  FIN 46 does not have any impact on the  financial  position or results of
operations of the Company.

      In April 2003, the FASB issued SFAS No. 149,  "Accounting for Amendment of
statement 133 on Derivative  Instruments and Hedging  Activities,"  which amends
and clarifies  financial  accounting and reporting for  derivative  instruments,
including  certain  derivative  instruments  embedded in other contracts and for
hedging  activities  under FASB  Statement No. 133,  accounting  for  Derivative
Instruments and Hedging  Activities.  This Statement is generally  effective for
contracts  entered  into or modified  after June 30,  2003,  and all  provisions
should be applied prospectively. This statement does not affect the Company.

      In May  2003,  the FASB  issued  SFAS No.  150,  "Accounting  for  Certain
Financial  Instruments  with  Characteristics  of both  Liabilities and Equity,"
which  establishes  standards for how an issuer  classifies and measures certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances).  This Statement is effective
for  financial  instruments  entered into or modified  after May 31,  2003,  and
otherwise is effective at the  beginning of the first interim  period  beginning
after June 15, 2003. It is to be implemented by reporting the cumulative  effect
of a change in an accounting principle for financial  instruments created before
the issuance date of the  Statement  and still  existing at the beginning of the
interim period of adoption.  Restatement  is not permitted.  This statement does
not affect the Company.

      In November 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial  Accounting  Standard ("SFAS") No. 151 "Inventory Costs -
an amendment of ARB No. 43, Chapter 4" ("SFAS 151").  This statement  amends the
guidance  in ARB  No.  43,  Chapter  4,  "Inventory  Pricing,"  to  clarify  the
accounting  for abnormal  amounts of idle facility  expense,  freight,  handling
costs,  and wasted  material  (spoilage).  SFAS 151 requires that those items be
recognized as current-period  charges. In addition, this Statement requires that
allocation  of fixed  production  overheads to costs of conversion be based upon
the normal capacity of the production facilities. The provisions of SFAS 151 are
effective for fiscal years  beginning  after June 15, 2005. As such, the Company
is required to adopt these  provisions at the beginning of the fiscal year ended
December 31, 2006. The Company is currently evaluating the impact of SFAS 151 on
its consolidated financial statements.

      In December  2004,  the FASB issued SFAS No. 123R,  "Share-Based  Payment"
("SFAS  123R").  SFAS 123R  revises  FASB  Statement  No.  123  "Accounting  for
Stock-Based  Compensation"  and supersedes  APB Opinion No. 25  "Accounting  for
Stock  Issued to  Employees".  SFAS 123R  requires  all  public  and  non-public
companies  to measure and  recognize  compensation  expense for all  stock-based
payments  for  services  received at the  grant-date  fair value,  with the cost
recognized over the vesting period (or the requisite service period).  SFAS 123R
is effective for small business issuers for all interim periods  beginning after
December 15, 2005. As such, the Company is required to adopt these provisions at
the  beginning of the fiscal  quarter  ended  September  30,  2005.  Retroactive
application  of the  provisions of SFAS 123R to the beginning of the fiscal year
that includes the effective date is permitted,  but not required. The Company is
currently  evaluating  the  impact  of SFAS 123R on its  consolidated  financial
statements.


                                     - 8 -
<PAGE>

ACCOUNT DETAILS

1 - RESEARCH AND DEVELOPMENT EXPENSES

      Research and development costs are expensed as incurred.  They amounted to
approximately  $49,496 and $10,109 for the two quarters  ended June 30, 2005 and
2004, respectively.

2 - RELATED PARTY TRANSACTIONS

      The  following  related party  transactions  occurred for the two quarters
ended June 30,  2005:  the company  purchased  $7M  finished  products and $0.5M
packaging  materials from Ruili Group;  sold $1.9M products to Ruili Group.  The
company  purchased  $1M finished  products from Ruili Group for the two quarters
ended on June 30, 2004.

3 - ACCOUNTS RECEIVABLE

      The change in the  allowance  for  doubtful  accounts at June 30, 2005 and
2004 are summarized as follows:

                                             2005            2004
                                          -----------     -----------
     Beginning balance                         68,384              --
     Add: provision for current quarter        14,949              --
     Less: Accounts written off                    --              --
                                          -----------     -----------
     Ending balance                            83,333              --
                                          ===========     ===========

      The company's accounts receivables are summarized as follows:

                                             2005             2004
                                          -----------     -----------
     Beginning balance                     19,072,167      12,505,509
     Less: Allowance for doubtful accounts    (83,333)             --
                                          -----------     -----------
     Ending balance                        18,988,834      12,505,509
                                          ===========     ===========

4 - INVENTORIES

      On June 30, 2005 and 2004, inventories consist of the following:

                                              2005            2004
                                          -----------     -----------
     Raw Material                             950,644         162,161
     Work in process                          664,948         601,805
     Finished Goods                           988,803       1,018,488
                                          -----------     -----------
     Total Inventory                        2,604,395       1,782,454
                                          ===========     ===========


                                     - 9 -
<PAGE>

5 - PROPERTY, PLANT AND EQUIPMENT

      Property, plant and equipment consisted of the following, on June 30, 2005
and 2004:

                                              2005            2004
                                          -----------     -----------
     Machinery                              7,331,785       5,964,618
       Mould                                1,017,914       1,015,016
       Office equipment                        96,894              --
     Vehicle                                  143,430              --

     Less: Accumulated depreciation        (2,554,240)     (1,803,470)
                                          -----------     -----------
     Fixed Assets, net                      6,035,783       5,176,164

      Depreciation  expense  charged to operations was $389,098 and $173,948 for
the two quarters ended June 30, 2005 and 2004, respectively.

6 - BANK BORROWINGS

      The loans were borrowed  from the banks and are  guaranteed by Ruili Group
Corporation,  China, a related party.  These bank borrowings were from the local
banks or financial  institutions  and were for the financing of general  working
capital. Interest was charged at approximately 5% per annum.

7 - INCOME TAXES

      The  Company  registered  in the PRC is subject to state and local  income
taxes  within  the PRC at the  applicable  tax  rate on the  taxable  income  as
reported in their PRC statutory financial statements in accordance with relevant
income tax laws.  According to applicable tax laws regarding  Sino-Foreign Joint
Venture Manufacturers,  the Company is exempted from income taxes in the PRC for
the two  quarters  ended  June 30,  2005 and 2004.  Thereafter,  the  Company is
entitled to a tax concession of 50% of the  applicable  income tax rate of 26.4%
for the following three years ending in 2008.

8 - OTHER TAXES

      Other taxes consisted of the following, on June 30, 2005 and 2004:

                                              2005            2004
                                          -----------     -----------
     VAT Payable                                6,467         142,654
     Education Surtax                             697           5,914
     City Construction Tax                         --              --


                                     - 10 -
<PAGE>

9 - LEASES

      The  Company  has a lease  agreement  with the Ruili  Group Co.,  Ltd.,  a
related  party,  for the rental of a  manufacturing  plant.  The lease is for an
eleven year term  ending in February  2014.  Rent  expense for the two  quarters
ended June 30, 2005 and 2004 was $219,504 and $219,504 respectively.

      Future minimum rental payments as of each fiscal year end are as follows:

        2005         2006        2007        2008        2009       Thereafter
     ---------    ---------   ---------   ---------   ---------    -----------
     $ 219,505    $ 439,009   $ 439,009   $ 439,009   $ 439,009    $ 1,829,204

      in total of $ 3,804,745.

10 - ADVERTISING COSTS

      Advertising  costs are expensed as incurred and are  classified as selling
expenses.  Advertising  costs accounted to approximately  $16,957 and $1,334 for
the two quarters ended June 30, 2005 and 2004, respectively.

OTHER MATTERS

      In January 2004, the Ruili Group underwent a corporate  reorganization  to
restructure its business (the "Reorganization"). Pursuant to the Reorganization,
the  Ruili  Group  and  Fairford  Holdings  Limited   ("Fairford"),   a  company
incorporated  on November 3, 2003,  in Hong Kong with  limited  liability,  with
identical  shareholders as the Ruili Group,  established  Ruili Group Ruian Auto
Parts Co., Ltd., in the PRC as a Sino-foreign  equity joint venture company with
limited liability (the Company) on March 4, 2004.

      As part of the  Reorganization,  the  Ruili  Group  transferred  to the JV
Company the  business of  manufacture  and sale of various  kinds of  automobile
valves and related operations  together with the relevant assets and liabilities
(the  "Transferred   Business")  effective  from  January  19,  2004.  This  was
accomplished by firstly  transferring the relevant assets and liabilities of the
Transferred  Business  including  trade  receivables,   inventories,  plant  and
machineries, and short and long-term borrowings from the Ruili Group to Fairford
at a consideration  of $6,406,780.  Fairford then injected these relevant assets
and  liabilities as capital  contribution  for 90% interest of the Company.  The
remaining 10% capital  contribution  resulted from the Ruili Group's  additional
inventories.  The assets and liabilities  injected into the Company by the Ruili
Group and Fairford  represented  all the relevant  assets and liabilities of the
Transferred  Business.  The Ruili Group retained ownership of certain assets and
liabilities  including  land use rights,  buildings,  prepayment and deposits of
real  estate  investments,  bank  balances,  borrowings,  claims and  contingent
liabilities  (collectively the  "Non-transferred  Business").  The net assets of
discontinued operations were transferred to stockholders at $22,160,876.

SUBSEQUENT EVENT

      The People's Bank of China,  China's central bank, recently announced that
with approval from the State Council,  and beginning  from July 21, 2005,  China
will  implement a  regulated,  managed  floating  exchange  rate system based on
market supply and demand and in reference to a package of currencies. Current US
Dollar  exchange rate is 8.11 to Chinese RMB, a 2% drop compared with 8.28,  the
exchange rate prior to July 21, 2005.  This change of exchange rate will have no
material  impact to the overall  operation  of the Company.  However,  since the
export  revenue has  accounted  for 30% of the total  sales,  the  company  will
monitor closely the changes in cost and selling price in order to make strategic
decisions in a proper way and timely manner.


                                     - 11 -
<PAGE>

Item  2. Management's Discussion And Analysis or Plan of Operation.

      The following is management's discussion and analysis of certain
significant factors that have affected our financial position and operating
results during the periods included in the accompanying consolidated financial
statements, as well as information relating to the plans of our current
management. This report includes forward-looking statements. Generally, the
words "believes," "anticipates," "may," "will," "should," "expect," "intend,"
"estimate," "continue," and similar expressions or the negative thereof or
comparable terminology are intended to identify forward-looking statements. Such
statements are subject to certain risks and uncertainties, including the matters
set forth in this report or other reports or documents we file with the
Securities and Exchange Commission from time to time, which could cause actual
results or outcomes to differ materially from those projected. Undue reliance
should not be place on these forward-looking statements that speak only as of
the date hereof. We undertake no obligation to update these forward-looking
statements.

      The following discussion and analysis should be read in conjunction with
our consolidated financial statements and the related notes thereto and other
financial information contained elsewhere in this Form 10-Q.

OVERVIEW

      On May 10, 2004, we acquired all of the issued and outstanding equity
interests of Fairford Holdings Limited, a Hong Kong limited liability company.
Until we acquired Fairford, we had only nominal assets and liabilities and
limited business operations. Although Fairford became our wholly-owned
subsidiary following the acquisition, because the acquisition resulted in a
change of control, the acquisition was recorded as a "reverse merger" whereby
Fairford is considered to be the accounting acquirer. As such, the following
results of operations are those of Fairford.

      Fairford was organized in Hong Kong as a limited liability company on
November 3, 2003. Fairford owns 90% of the equity interest of Ruili Group Ruian
Auto Parts Co., Ltd., a Sino-foreign joint venture (the "Joint Venture")
established pursuant to the laws of the People's Republic of China ("PRC" or
"China"). The Joint Venture is a joint venture between Fairford and Ruili Group
Co., Ltd. (the "Ruili Group").

      The Ruili Group was incorporated in the PRC in 1987 to specialize in the
development, production and sale of various kinds of automotive parts. Its
headquarters are located in the Ruian District of Wenzhou City, one of the
leading automotive parts manufacturing centers of China with more than 1400 auto
parts manufacturing companies. Its major product lines include valves for air
brake systems, auto metering products, auto electric products, anti-lock brake
systems and retarders. Some of those products were developed and are
manufactured through affiliated companies of Ruili Group. Due to its leading
position in the industry, the Chairman of the Ruili Group, Mr. Xiao Ping Zhang,
has been elected as the Chairman of Wenzhou Auto Parts Association, one of the
leading auto parts trade associations in China. Mr. Zhang is also Chairman and
Chief Executive Officer of the Company. The Joint Venture was established in the
PRC on March 4, 2004 as a Sino-foreign joint venture company with limited
liability by the Ruili Group and Fairford. Fairford and Ruili Group contributed
90% and 10%, respectively, of the paid-in capital in the aggregate amount of
US$7,100,000.

      In connection with its formation, effective January 19, 2004, the Joint
Venture acquired the business of the Ruili Group relating to the manufacture and
Sale of various kinds of valves for automotive brake systems and related
operations (the "Transferred Business"). This was accomplished by the transfer
from the Ruili Group to Fairford of the relevant assets and liabilities of the
Transferred Business including trade receivables, inventories, plant and
machinery, and the assumption of short and long term borrowings, at a
consideration of US$6,390,000. The consideration was based on a valuation by an
independent PRC valuation firm. Fairford then injected these assets and
liabilities as a capital contribution for its 90% interest in the Joint Venture.
The Ruili Group also transferred inventory as its capital contribution for its
10% interest in the Joint Venture. The assets and liabilities transferred to the
Joint Venture by Fairford and the Ruili Group represented all the relevant
assets and liabilities of the Transferred Business. Certain historical
information of the Transferred Business is based on the operation of such
Business when it was owned by the Ruili Group.

                                     - 12 -
<PAGE>

      Pursuant to the formation of the Joint Venture, on January 17, 2004, the
Ruili Group and Fairford signed a binding Joint Venture agreement (the "JV
Agreement"). Pursuant to the JV Agreement, the Board of Directors consists of
three directors; Fairford has the right to designate two members of the board
and the Ruili Group has the right to designate one member. The majority of the
Board has decision making authority with respect to operating matters. As a
result, Fairford maintains operating control over the Joint Venture.

      As a result of the foregoing, through Fairford's 90% interest in the Joint
Venture, the Company manufactures and distributes automotive air brake valves
and hydraulic brake valves in China and internationally for use primarily in
vehicles weighing over three tons, such as trucks, vans and buses. There are
thirty-six categories of valves with over eight hundred different
specifications. Management believes that it is the largest manufacturer of
automotive brake valves in China.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

      Below is a description of accounting policies, which we consider critical
to the preparation and understanding of our financial statements. In addition,
certain amounts included in or affecting our financial statements and related
disclosure must be estimated, which requires us to make assumptions with respect
to values or conditions which cannot be known with certainty at the time the
financial statements are prepared. Actual results may differ from these
estimates under different assumptions or conditions. The selection of critical
accounting policies, the judgments and other uncertainties affecting the
application of those policies and the sensitivity of reported results to changes
in conditions and assumptions are factors to be considered when reviewing our
consolidated financial statements. We believe that the following critical
accounting policies set forth below involve the most significant judgments and
estimates used in the preparation of our consolidated financial statements. We
evaluate these policies on an ongoing basis, based upon historical results and
experience, consultation with experts, trends and other methods we consider
reasonable in the particular circumstances, as well as our forecasts as to how
these might change in the future.

ACCOUNTING METHOD

      The Company uses the accrual method of accounting which recognizes
revenues when earned and expenses when incurred.

TRADE RECEIVABLES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

      The Company presents trade receivables, net of allowances for doubtful
accounts. The allowances are calculated based on review of individual customer
accounts.

INVENTORIES

      Inventories are stated at the lower of cost or net realizable value. Cost
is calculated on the weighted-average basis and includes all costs to acquire
and other costs incurred in bringing the inventories to their present location
and condition. The Company evaluates the net realizable value of its inventories
on a regular basis and records a provision for loss to reduce the computed
moving-average cost if it exceeds the net realizable value.


                                     - 13 -
<PAGE>

INCOME TAXES

      Taxes are calculated in accordance with taxation principles currently
effective in the PRC. The Company accounts for income taxes using the liability
method. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized as income in the
period that includes the enactment date. A valuation allowance is provided for
the amount of deferred tax assets that, based on available evidence, are not
expected to be realized.

      Under a Tax Holiday, the Company is granted exemption form income tax for
two years commencing from the first cumulative profit-making year and 50%
reduction in the local income tax rate in the following three years. 2004 is the
first accumulative profit-making year. SORL is entitled to a 50% income tax
reduction in 2006, 2007 and 2008. Thereafter, the applicable income tax rate is
26.40% in Wenzhou city which is located in the coastal economic development
zones.

REVENUE RECOGNITION

      In accordance with the provisions of Staff Accounting Bulletin No. 103,
revenue is recognized when merchandise is shipped and title passes to the
customer and collectibility is reasonably assured. Revenues consist of the
invoice value of the sale of goods and services net of value added tax, rebates
and discounts. The Company is subject to the following surtaxes, which are
recorded as deductions from gross sales: Education Tax.

      The Company does not receive revenue for shipping and handling to
customers. Shipping and handling expenses incurred by the Company are included
in selling and administrative expenses in the accompanying consolidated
statements of income.

CONCENTRATION OF CREDIT RISK

      Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist primarily of trade accounts receivable.
The Company performs ongoing credit evaluations with respect to the financial
condition of its creditors, but does not require collateral. In order to
determine the value of the Company's accounts receivable, the Company records a
provision for doubtful accounts to cover probable credit losses. Management
reviews and adjusts this allowance periodically based on historical experience
and its evaluation of the collectibility of outstanding accounts receivable.

RESULTS OF OPERATIONS

(1)   FOR THE THREE MONTHS ENDED JUNE 30, 2005 AND 2004

      SALES

      Sales for the quarter ended June 30, 2005 increased by US$3.6 million or
31% to US$14.9 million, primarily as a result of a 30% increase in the volume of
total products shipped, from 1.11 million units to 1.44 units between the two
periods. While domestic market demand, especially in the replacement market,
remained strong, revenues from the export business increased at a much higher
rate. Total export revenue for the quarter ended June 30, 2005 increased by
US$3.2 million or 176% to US$5 million, accounting for approximately one third
of total sales for the quarter. The Company continues its efforts in
international marketing to acquire new customers, including advertising in
professional newspapers and magazines, and attending exhibitions in the U.S.,
Brazil and Germany. The Company continues to develop new products and provide
additional specifications to its existing customer base.


                                     - 14 -
<PAGE>

      COST OF SALES

      Cost of sales for the quarter ended June 30, 2005 increased to $11.6M from
$8.7M for the quarter ended June 30, 2004, or 32% increase. The cost increase
was in line with the increase of sales revenue.

      GROSS PROFIT

      Gross profit for the quarter ended June 30, 2005 increased by $0.7M to
US$3.4M from US$2.7M for the quarter ended June 30, 2004. This improvement in
gross profit was primarily due to the increase in the sales both in the domestic
and international market. The gross profit margin remained the same, 23%, for
the two quarters.

      SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

      Selling, general and administrative expenses for the quarter ended June
30, 2005 was $1.6M or 11% of total net sales compared to $1.2M or 11% of total
net sales for the quarter ended June 30, 2004. The increase of the expenses was
in line with the growth of the business.

      DEPRECIATION AND AMORTIZATION

      Depreciation and amortization expense increased to $201k during the
quarter ended June 30, 2005, comparing the quarterly depreciation & amortization
expense of $120k in the previous year. The increase was primarily attributable
to the fact that the Company had over $1M asset acquisitions in 2005.

      INTEREST EXPENSE

      Interest expense for the quarter ended June 30, 2005 increased by $34k to
$117k from $73k for the quarter ended June 30, 2004. The increase in interest
expense is due to the higher debt balance over the year.

      INCOME TAX

      There was no income tax for both the quarters ended June 30, 2005 and
2004. As a result of the Joint Venture (i.e. Ruili Group Auto Parts Co., Ltd.)
obtaining its foreign joint-venture status in 2004, it is exempted from PRC
income tax in both fiscal 2004 and 2005.

      MINORITY INTEREST

      Minority Interest represents a 10% non-controlling interest in the
company. Minority Interest in income amounted to US$156k and US$132k for
quarters ended June 30, 2005 and 2004, respectively.

      NET INCOME

      The net income for the quarter ended June 30, 2005 increased by $0.2M, or
19% to a net income of US$1.4M from a net income of US$1.2M for the quarter
ended June 30, 2004 due to the factors discussed above.

(2)   FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004

      SALES

      Sales for the two quarters ended June 30, 2005 increased by US$9 million
or 44% to US$29.4 million, primarily as a result of the increase in the volume
of the Company's products shipped attributable in substantial part to an
increase in export sales. Export sales increased by approximately 91% from the
comparable period. Export growth is primarily attributed to continuing market
efforts and new products development.


                                     - 15 -
<PAGE>

      COST OF SALES

      Cost of sales for the two quarters ended June 30, 2005 increased to $22.9M
from $15.5M for the two quarters ended June 30, 2004, or 47% increase. The cost
increase was in line with the a corresponding increase in sales volume as well
as more products being purchased from outside vendors which carry higher costs
than the products manufactured internally.

      GROSS PROFIT

      Gross profit for the two quarters ended June 30, 2005 increased by $1.7M
or 34 % to US$6.6M from US$4.9M for the two quarters ended June 30, 2004. This
increase in gross profit was primarily due to the increase in the sales both in
the domestic and international market. The gross profit margin dropped 2% from
24% in the first half of 2004 to 22% in current two quarters. This decrease was
due to the fact that 22% of the Company's gross sales were from products that
were purchased from outside vendors as opposed to products manufactured
internally, which carried lower cost and higher profit margins.

      SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

      Selling, general and administrative expenses for the two quarters ended
June 30, 2005 was $3.1M or 10% of net sales compared to $2.4M or 12% of net
sales for the two quarters ended June 30, 2004. The decrease in selling, general
and administrative expenses as a percentage of the net sales was due primarily
to the economies of scale resulting from the increase in sales.

      DEPRECIATION AND AMORTIZATION

      Depreciation and amortization expense increased to $393k during the two
quarters ended June 30, 2005, comparing the depreciation & amortization expense
of $170k in the first half of previous year.

      INTEREST EXPENSE

      Interest expense for the two quarters ended June 30, 2005 increased by
$22k to $177k from $153k for the two quarters ended June 30, 2004. The increase
in interest expense was due to the higher debt balance over the year.

      INCOME TAX

      There was no income tax for the two quarters ended June 30, 2005 and 2004.
As a result of the Joint Venture (i.e. Ruili Group Auto Parts Co., Ltd.)
obtaining its foreign joint-venture status in 2004, it is exempted from PRC
income tax.

      MINORITY INTEREST

      Minority Interest represents a 10% non-controlling interest in the
company. Minority Interest in income amounted to US$323k and US$132k for the two
quarters ended June 30, 2005 and 2004, respectively.

      NET INCOME

      The net income for the two quarters ended June 30, 2005 increased by
$0.8M, or 36% to a net income of US$2.9M from a net income of US$2.1M for the
two quarters ended June 30, 2004 due to the factors discussed above.


                                     - 16 -
<PAGE>

FINANCIAL CONDITION

(1)   LIQUIDITY AND CAPITAL RESOURCES

      OPERATING - The Company's operations utilized cash resources of $2,684,291
for the six months ended June 30, 2005, as compared to generating cash resources
of $265,478 for the six months ended June 30, 2004, primarily as a result of
that cash generated in 2005 was consumed to support the increase of receivables
and inventory and reduce the accounts payables.

      At June 30, 2005, the Company had cash and cash equivalents of $317,030,
as compared to cash and cash equivalents of $208,032 at June 30, 2004. The
Company had working capital of $8,644,820 at June 30, 2005, as compared to a
working capital deficiency of $11,007,175 at June 30, 2004, reflecting current
ratios of 1.54:1 and 0.84:1, respectively. The improvement in working capital
during the six months ended June 30, 2005 was primarily a result of the growth
of profit.

      The Company anticipates that its working capital resources are adequate to
fund the anticipated costs and expenses for the remainder of the fiscal year
ending December 31, 2005.

      INVESTING - During the six months ended June 30, 2005, the Company
utilized $1,072,227 in the acquisition of property and equipment. During the six
months ended June 30, 2004, the Company utilized $81,455 in investing
activities, the major components of which were the acquisition of property and
equipment of $53,112 and purchasing a software of $28,343.

      FINANCING - During the six months ended June 30, 2005, the Company
generated $3,343,672 from bank loans; during the six months ended June 30, 2004,
the Company generated $24,009 in financing activities, consisting of the net
proceeds from the new issuance of common shares of $25,908.

      At June 30, 2005, the Company does not have any material commitments for
capital expenditures or have any transactions, obligations or relationships that
could be considered off-balance sheet arrangements.

(2)   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      The Company does not have any market risk with respect to such factors as
commodity prices, equity prices, and other market changes that affect market
risk sensitive investments.

      With respect to foreign currency exchange rates, the Company does not
believe that the 2% appreciation or fluctuation of the RMB against the USD would
have a detrimental effect on the Company's operation; even though the Company
has almost one third of its revenues attributable to sales outside the PRC since
on the one hand in the past the exchange rates to other currencies were
fluctuating except for that to the US dollar, and on the other hand, exports to
the US are still not material in relation to overall export sales.

      As the Company's debt obligations are primarily short-term in nature, with
fixed interest rates, the Company does not have any risk from an increase in
market interest rates. However, to the extent that the Company arranges new
borrowings in the future, an increase in market interest rate would cause a
commensurate increase in the interest expense related to such borrowings.


                                     - 17 -
<PAGE>

RESULTS OF OPERATIONS

Item  3. Controls And Procedures

      (a)   Evaluation of Disclosure Controls and Procedures.

      Our Chief Executive Officer and Chief Financial Officer, after evaluating
our disclosure controls and procedures (as defined in the rules and regulation
of the Securities and Exchange Commission under the Exchange Act as of the end
of the period covered by this Quarterly Report on Form 10-QSB, have concluded
that as of such date, our disclosure controls and procedures were effective to
ensure that information we are required to disclose in reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms.

      (b)   Changes in Internal Controls.

      During the period covered by the Quarterly Report on Form 10-QSB, there
were no significant changes in our internal controls over financial reporting or
in other factors that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.

                                    PART II
                                OTHER INFORMATION

Item  1. Legal Proceedings.

None.

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

None.

Item  3. Defaults Upon Senior Securities.

None.

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

None.

Item  5. Other Information.

None.

Item  6. Exhibits.

      (a)   Exhibits:

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

      31.2  Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
            2002

      32.1  Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
            2002

      32.2  Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
            2002


                                     - 18 -
<PAGE>

                                   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:  August 10, 2005                  SORL AUTO PARTS, INC.


                                         By:   /s/Xiao Ping Zhang
                                               ------------------
                                               Name:   Xiao Ping Zhang
                                               Title:  Chief Executive Officer


                                     - 19 -