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

FORM 10-Q/A
Amendment No. 2

|(Mark One)                                               
|---------------------------------------------------------
|                                                         
|x                                                        
|                                                         
|For the quarterly period endedMarch 31, 2005             
|                                                         
|o                                                        
|                                                         
|For the transition period   from __________ to __________
|                                                         
|Commission file   number  000-11991                      

|SORL AUTO   PARTS, INC.                                       
|--------------------------------------------------------------
|                                                              
|(Exact name of issuer as specified in its   charter)          
|                                                              
|DELAWARE                                                      
|                                                              
|(State or other jurisdiction of 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)                      
|                                                              
|86-21-6440-1678                                               
|                                                              
|(Issuer s telephone number)                                  

Check whether the Registrant (1) 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
o | No
x
|----- | ----

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.

|Large Accelerated Filer
o | Accelerated Filer
o | Non-Accelerated Filer
x
|------------------------- | ------------------- | -----------------------

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

|o
Yes | x
No
|----- | ----

As of May 11, 2005 there were 13,285,867shares of Common Stock outstanding



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Reason For Amendment

This filing is being amended to include, revise or omit information necessary to improve the disclosures as follows:

|                                                                                                                                                                                                                        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          The   table of contents has been revised to caption all items required under Form   10-Q. Where items are inapplicable to the Company it is so stated. The body   of the document has been similarly revised.

i

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INDEX

|           |                                                                                         | Page
|---------- | --------------------------------------------------------------------------------------- | ----
|           |                                                                                         |     
|PART I     |                                                                                         | 1   
|           |                                                                                         |     
|Item 1.    | FINANCIAL STATEMENTS (unaudited)                                                        | 1   
|           |                                                                                         |     
|Item 2.    | Managements Discussion and Analysis of   Financial Condition and Results of Operations | 1   
|           |                                                                                         |     
|Item 3.    | Quantitative and Qualitative Disclosure   about Market Risk                             | 4   
|           |                                                                                         |     
|Item 4.    | Controls and Procedures                                                                 | 4   
|           |                                                                                         |     
|PART II.   | OTHER INFORMATION                                                                       | 5   
|           |                                                                                         |     
|Item 1.    | Legal Proceedings                                                                       | 5   
|           |                                                                                         |     
|Item 1A.   | Risk Factors                                                                            | 5   
|           |                                                                                         |     
|Item 2.    | Unregistered Sales of Equity Securities and   Use of Proceeds                           | 5   
|           |                                                                                         |     
|Item 3.    | Defaults upon Senior Securities                                                         | 5   
|           |                                                                                         |     
|Item 4.    | Submission of Matters to a Vote of Security   Holders                                   | 5   
|           |                                                                                         |     
|Item 5.    | Other information                                                                       | 5   
|           |                                                                                         |     
|Item 6.    | Exhibits                                                                                | 5   
|           |                                                                                         |     
|           | Financial Statements:                                                                   | 7   
|           |                                                                                         |     
|           | Consolidated Balance Sheets                                                             | 8-9 
|           |                                                                                         |     
|           | Consolidated Statements of Income                                                       | 10  
|           |                                                                                         |     
|           | Consolidated Statements of Cash Flows                                                   | 11  
|           |                                                                                         |     
|           | Notes to the Condensed Financial Statements                                             | 12  
|           |                                                                                         |     
|SIGNATURES |                                                                                        

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PART I FINANCIAL INFORMATION

Item 1.          Financial Statements

The information required by this Item 1 is set forth at the end hereof.

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

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/A.

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.

1

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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.

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.

2

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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 for the quarters ended March 31, 2005 and 2004 respectively 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

Quarter ended March 31, 2005 compared to quarter ended March 31, 2004:

SALES

Sales for the quarter ended March 31, 2005 increased by US$5.4 million or 60% to US$14.5 million, primarily as a result of the increase in the volume of our products shipped, including for both valve and non-valve products. Additionally, the average unit price of our products increased by 8% from US$11 to US$12.

COST OF SALES

Cost of sales for the quarter ended March 31, 2005 increased to $11.3M from $6.8M for the quarter ended March 31, 2004, or 66% increase. The increase in cost of sales resulted from 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 quarter ended March 31, 2005 increased by $1M or 83 % to US$3.2M from US$2.2M for the quarter ended March 31, 2004. This improvement in gross profit was primarily due to the increase in the sales volume created both in the domestic and international market. The gross profit margin as a percentage of sales decreased by 3% from 25% in 2004 Q1 to 22% in the current quarter. This decrease was due to the fact that 10% of the Companys gross sales were from products that were purchased from outside vendors as opposed to products manufactured internally, which carry lower cost and higher profit margins.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses for the quarter ended March 31, 2005 was $1.5M or 10.2% of sales compared to $1.2M or 13.2% of sales for the quarter  ended March 31, 2004.  The increase in selling, general and administrative expenses was primarily attributable to increases in legal and accounting costs in connection with our corporate reorganization and initial public filings.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization expense increased to $192k during the quarter ended March 31, 2005, as compared to approximately 50k during the quarter ended March 31, 2004. The increase was primarily attributable to the acquisition of equipment of approximately $600k during the second half of 2004 and the first quarter of 2005.

3

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INTEREST EXPENSE

Interest expense for the quarter ended March 31, 2005 decreased by $20k to $60k from $80k for the quarter ended March 31, 2004. The decrease in interest expense is due to the lower debt balance over the year, although current loan balance was higher, it was incurred at the end of the quarter.

INCOME TAX

There was no income tax for both the quarters ended March 31, 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$167k and US$96k for quarters ended March 31, 2005 and 2004, respectively.

NET INCOME

The net income for the quarter ended March 31, 2005 increased by $0.7M, or 74% to a net income of US$1.7M from a net income of US$1M for the quarter ended March 31, 2004 due to the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

Historically, the Company has funded capital requirements through cash flow from operations. As of March 31, 2005 we had a cash balance of $610k and a working capital surplus of approximately $7.7M. Operating activities during the quarter ended March 31, 2005 used $1.6M in cash on net income of $1.5M, the major components being a $4.6M increase in accounts receivable and a $.7M increase in prepayments to suppliers Management believes that the Companys working capital is sufficient to cover capital requirements during the next 12 months.

Accounts receivable for the 3 months ended March 31, 2005 increased by approximately $4,616,000 from $12,595,905 to $17,211,496. The increase is primarily attributable to credit terms of 120 days extended to OEM customers which exceed the normal credit terms of 45-60 days extended to other customers, in addition to the increase in sales revenue.

Days sales outstanding (DSO) which is a common measure of liquidity, is computed by dividing accounts receivable at the balance sheet date by the daily net credit sales during the period. Day sales outstanding for the 3 months ended March 31, 2005 was 107 as compared to 97 days for the year ended December 31, 2004. The increase in the DSO results primarily from the extended terms offered to the OEM customers.

In addition, from time to time we may attempt to raise financing through some combination of commercial bank borrowings or the private or public sale of equity or debt securities, in an effort to ensure that we have access to sufficient funds to meet our needs. However, future equity or debt financings may not be available to us at all, or, if available, may not be on favorable terms. We cannot assure you that these efforts, together with items described above, will be sufficient to fund our growth, or that external funding will be available to us at favorable interest rates or at all. If we are unable to obtain financing in the future, we will continue to develop our business on a reduced scale based on our existing capital resources.

Item 3.          Quantitative and Qualitative Disclosures about Market Risk

Not Applicable

Item 4.          Controls and Procedures

Disclosure controls and procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports that the Company files or submits pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Security and Exchange Commissions (SEC) rules and forms, and that such information is accumulated and communicated to the Companys management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

4

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In conjunction with the close of each fiscal quarter and under the supervision of the Chief Executive Officer and Chief Financial Officer, the Company conducts an update, a review and an evaluation of the effectiveness of the Companys disclosure controls and procedures. It is the conclusion of the Companys Chief Executive Officer and Chief Financial Officer, based upon an evaluation completed as of the end of the most recent fiscal quarter reported on herein, that the Companys disclosure controls and procedures were effective.

Changes in internal controls

There were no changes in the Companys internal control over financial reporting during the quarter ended March 31, 2005 that materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.

Part II  OTHER INFORMATION

|Item 1.  | Legal Proceedings                                          
|-------- | -----------------------------------------------------------
|         | Not Applicable                                             
|         |                                                            
|Item 1A. | Risk Factors                                               
|         | Not Applicable                                             
|         |                                                            
|Item 2.  | Unregistered Sales of Equity Securities and Use of Proceeds
|         | Not Applicable                                             
|         |                                                            
|Item 3.  | Defaults upon Senior Securities                            
|         | Not Applicable                                             
|         |                                                            
|Item 4.  | Submission of Matters to a Vote of Security Holders        
|         | Not Applicable                                             
|         |                                                            
|Item 5.  | Other information                                          
|         | Not Applicable                                             
|         |                                                            
|Item 6.  | Exhibits.                                                  
|         |                                                            
|(a)      | Exhibits:                                                  

|EXHIBIT NO. |  | DOCUMENT DESCRIPTION                                                                                                                                                   
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                        
|3.1         |  | Articles of Incorporation (1)                                                                                                                                          
|            |  |                                                                                                                                                                        
|3.2         |  | Bylaws (1)                                                                                                                                                             
|            |  |                                                                                                                                                                        
|10.1        |  | Share Exchange Agreement and Plan of Reorganization (2)                                                                                                                
|            |  |                                                                                                                                                                        
|31.1        |  | Certification of Principal Executive Officer pursuant to Rule 13a-14   and Rule 15d-14(a), promulgated under the Securities and Exchange Act of   1934, as amended. (3)
|            |  |                                                                                                                                                                        
|31.2        |  | Certification of Principal Financial Officer pursuant to Rule 13a-14   and Rule 15d-14(a), promulgated under the Securities and Exchange Act of   1934, as amended. (3)
|            |  |                                                                                                                                                                        
|32.1        |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant   to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).   (3)              
|            |  |                                                                                                                                                                        
|32.2        |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant   to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).   (3)              

|   
|---
|(1)
|   
|(2)
|   
|(3)

5

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SIGNATURES

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

|Dated:  June 15, 2006 | SORL AUTO PARTS, INC.
|--------------------- | ---------------------
|                      |                      
|                      |                      
|                      | By:                  
|                      |                      
|                      | Name:                
|                      | Title:               
|                      |                      

6

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SORL AUTO PARTS, INC. and Subsidiaries Ruian City, Zhejiang Province Peoples Republic of China

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FINANCIAL REPORTSATMARCH 31, 2005

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SORL AUTO PARTS, INC. and Subsidiaries Ruian City, Zhejiang Province Peoples Republic of China

TABLE OF CONTENTS

|Consolidated Balance Sheets at March 31, 2005   (Unaudited) and December 31, 2004                      | 8-9
|------------------------------------------------------------------------------------------------------ | ---
|                                                                                                       |    
|Consolidated Statements of Income   (Unaudited) for the Three Months Ended March 31, 2005 and 2004     | 10 
|                                                                                                       |    
|Consolidated Statements of Cash Flows   (Unaudited) for the Three Months Ended March 31, 2005 and 2004 | 11 
|                                                                                                       |    
|Notes to Consolidated Financial Statements   (Unaudited)                                               | 12 

7

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SORL AUTO PARTS, INC. AND SUBSIDIARIES (Formerly Known as The Enchanted Village, Inc.) Ruian City, Zhejiang Province, Peoples Republic of China

|CONSOLIDATED BALANCE SHEETS | 
|--------------------------- | 

|                                                                          |  | March 31,   2005 |            | December   31,   2004 |  
|------------------------------------------------------------------------- |  | ---------------- | ---------- | --------------------- | -
|                                                                          |  |                  |            |                       |  
|                                                                          |  | (Unaudited)      |            |                       |  
|ASSETS                                                                    |  |                  |            |                       |  
|Current   Assets                                                          |  |                  |            |                       |  
|Cash and Cash Equivalents                                                 |  | $                | 610,067    |                       | $
|Trade Receivables, Net of Provisions $68,384 as   of 3/31/05 and 12/31/04 |  |                  | 17,211,496 |                       |  
|Notes Receivable                                                          |  |                  | 764,447    |                       |  
|Inventory                                                                 |  |                  | 1,764,440  |                       |  
|Prepayments                                                               |  |                  | 2,059,329  |                       |  
|Other Receivables                                                         |  |                  | 29,835     |                       |  
|                                                                          |  |                  |            |                       |  
|Total   Current Assets                                                    |  |                  | 22,439,614 |                       |  
|Other   Assets                                                            |  |                  |            |                       |  
|Intangible Assets                                                         |  |                  | 36,940     |                       |  
|Property,   Plant and Equipment, Net                                      |  |                  | 5,449,132  |                       |  
|                                                                          |  |                  |            |                       |  
|Total   Assets                                                            |  | $                | 27,925,686 |                       | $
|                                                                          |  |                  |            |                       |  

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

8

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SORL AUTO PARTS, INC. AND SUBSIDIARIES (Formerly Known as The Enchanted Village, Inc.) Ruian City, Zhejiang Province, Peoples Republic of China

|CONSOLIDATED BALANCE SHEETS
|---------------------------
|                           

|                                                                                                                                                                     |  | March 31,   2005 |            | December   31,   2004 |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ---------- | --------------------- | -
|                                                                                                                                                                     |  |                  |            |                       |  
|                                                                                                                                                                     |  | (Unaudited)      |            |                       |  
|LIABILITIES   AND SHAREHOLDERS EQUITY                                                                                                                               |  |                  |            |                       |  
|Current   Liabilities                                                                                                                                                |  |                  |            |                       |  
|Accounts Payable                                                                                                                                                     |  | $                | 4,444,562  |                       | $
|Deposit Received from Customers                                                                                                                                      |  |                  | 1,793,401  |                       |  
|Bank Loans                                                                                                                                                           |  |                  | 7,246,377  |                       |  
|Accrued Expenses and Other                                                                                                                                           |  |                  | 1,288,428  |                       |  
|                                                                                                                                                                     |  |                  |            |                       |  
|Total   Current Liabilities                                                                                                                                          |  |                  | 14,772,768 |                       |  
|                                                                                                                                                                     |  |                  |            |                       |  
|Minority   Interest                                                                                                                                                  |  |                  | 1,315,293  |                       |  
|                                                                                                                                                                     |  |                  |            |                       |  
|Shareholders   Equity                                                                                                                                               |  |                  |            |                       |  
|Convertible Preferred   Stock  $1 Par Value; 5,000,000 Authorized,   0 Issued and Outstanding                                                                       |  |                  |           |                       |  
|Common Stock  $.002   Par Value; 50,000,000 Authorized,   13,285,867 and 13,282,253 Issued and Outstanding   at March 31, 2005 and December 31, 2004, Respectively. |  |                  | 26,572     |                       |  
|Additional Paid-in Capital                                                                                                                                           |  |                  | 4,082,239  |                       |  
|Retained Earnings                                                                                                                                                    |  |                  | 7,728,814  |                       |  
|                                                                                                                                                                     |  |                  |            |                       |  
|Total   Shareholders Equity                                                                                                                                         |  |                  | 11,837,625 |                       |  
|                                                                                                                                                                     |  |                  |            |                       |  
|Total   Liabilities and Shareholders Equity                                                                                                                         |  | $                | 27,925,686 |                       | $
|                                                                                                                                                                     |  |                  |            |                       |  

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

9

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SORL AUTO PARTS, INC. AND SUBSIDIARIES (Formerly Known as The Enchanted Village, Inc.) Ruian City, Zhejiang Province, Peoples Republic of China

|CONSOLIDATED STATEMENTS OF INCOME
|---------------------------------
|                                 

|Three Months Ended March 31,                            |  | 2005        |            | 2004 |  
|------------------------------------------------------- |  | ----------- | ---------- | ---- | -
|                                                        |  |             |            |      |  
|                                                        |  | (Unaudited) |           
|Sales                                                   |  | $           | 14,515,866 |      | $
|Cost of Sales                                           |  |             | 11,296,173 |      |  
|                                                        |  |             |            |      |  
|Gross   Profit                                          |  |             | 3,219,693  |      |  
|Selling and Distribution Expenses                       |  |             | 927,089    |      |  
|General and Administrative Expenses                     |  |             | 554,254    |      |  
|Finance Costs                                           |  |             | 60,452     |      |  
|                                                        |  |             |            |      |  
|Income   from Operations                                |  |             | 1,677,898  |      |  
|Other Expenses                                          |  |             | 9,153      |      |  
|                                                        |  |             |            |      |  
|Income   from Continuing Operations Before Income Taxes |  |             | 1,668,745  |      |  
|Income Taxes - Current                                  |  |             |           |      |  
|                                                        |  |             |            |      |  
|Net   Income Before Minority Interest                   |  |             | 1,668,745  |      |  
|Minority Interest                                       |  |             | (166,875   | )    |  
|                                                        |  |             |            |      |  
|Net   Income Attributable to Shareholders               |  | $           | 1,501,870  |      | $
|                                                        |  |             |            |      |  
|Net   Income Per Share - Basic                          |  |             | .11        |      |  
|                                                        |  |             |            |      |  
|Net   Income Per Share - Diluted                        |  |             | .11        |      |  
|                                                        |  |             |            |      |  
|Weighted   Average Common Shares Outstanding - Basic    |  |             | 13,285,867 |      |  
|                                                        |  |             |            |      |  
|Weighted   Average Common Shares Outstanding - Diluted  |  |             | 13,285,867 |      |  
|                                                        |  |             |            |      |  

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

10

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SORL AUTO PARTS, INC. AND SUBSIDIARIES (Formerly Known as The Enchanted Village, Inc.) Ruian City, Zhejiang Province, Peoples Republic of China

|CONSOLIDATED STATEMENTS OF CASH FLOWS
|-------------------------------------
|                                     

|Three Months Ended March 31,                                                         |  | 2005        |            | 2004 |  
|------------------------------------------------------------------------------------ |  | ----------- | ---------- | ---- | -
|                                                                                     |  |             |            |      |  
|                                                                                     |  | (Unaudited) |           
|Cash   Flows from Operating Activities                                               |  |             |            |      |  
|Net   Income for the Period                                                          |  | $           | 1,501,870  |      | $
|Adjustments   to Reconcile Net Income to Net Cash
Provided   by Operating Activities |  |             |            |      |  
|Depreciation and Amortization                                                        |  |             | 192,005    |      |  
|Minority Interest                                                                    |  |             | 166,875    |      |  
|(Increase)   Decrease in Assets:                                                     |  |             |            |      |  
|Inventory                                                                            |  |             | 110,860    |      |  
|Trade Receivables, Net of Provisions                                                 |  |             | (4,615,591 | )    |  
|Prepayments, Deposits, and Other Current   Assets                                    |  |             | (291,154   | )    |  
|Increase   (Decrease) in Liabilities:                                                |  |             |            |      |  
|Trade Payables                                                                       |  |             | (273,093   | )    |  
|Other Payables and Accrued Expenses                                                  |  |             | 662,659    |      |  
|Deposit Received from Customers                                                      |  |             | 931,777    |      |  
|                                                                                     |  |             |            |      |  
|Net Cash Provided By (Used in) Operating   Activities                                |  |             | (1,613,792 | )    |  
|                                                                                     |  |             |            |      |  
|Cash   Flows from Investing Activities                                               |  |             |            |      |  
|Acquisition of Property, Plant and Equipment                                         |  |             | (286,703   | )    |  
|Notes Receivable                                                                     |  |             | (634,772   | )    |  
|Intangible Assets                                                                    |  |             |           |      |  
|                                                                                     |  |             |            |      |  
|Net   Cash Used in Investing Activities                                              |  |             | (921,475   | )    |  
|                                                                                     |  |             |            |      |  
|Cash   Flows from Financing Activities                                               |  |             |            |      |  
|Proceeds from (Repayment of) Bank Loans                                              |  |             | 2,415,459  |      |  
|                                                                                     |  |             |            |      |  
|Net   Cash (Used in) Provided by Financing Activities                                |  |             | 2,415,459  |      |  
|                                                                                     |  |             |            |      |  
|Net Change in Cash and Cash Equivalents                                              |  |             | (119,808   | )    |  
|Cash and Cash Equivalents  Beginning of Period                                      |  |             | 729,875    |      |  
|                                                                                     |  |             |            |      |  
|Cash   and Cash Equivalents  End of Period                                          |  | $           | 610,067    |      | $
|                                                                                     |  |             |            |      |  
|SUPPLEMENTARY   CASH FLOWS DISCLOSURES                                               |  |             |            |      |  
|Interest Paid                                                                        |  | $           | 60,452     |      | $
|Taxes Paid                                                                           |  | $           |           |      | $
|                                                                                     |  |             |            |      |  

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

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SORL AUTO PARTS, INC. AND SUBSIDIARIES (Formerly Known as The Enchanted Village, Inc.) Ruian City, Zhejiang Province, Peoples Republic of China

|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
|------------------------------------------------------
|                                                      

NOTE 1-ORGANIZATION / SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited financial statements include all adjustments of a normal and recurring nature which, in the opinion of Companys management, are necessary to present fairly the Companys financial position as of March 31, 2005 and the results of its operations and cash flows for the three months ended March 31, 2005 and 2004.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission.  These condensed financial statements should be read in conjunction with the financial statements and related notes contained in the Companys annual report on Form 10-KSB to the Securities and Exchange Commission for the year ended December 31, 2004.

Description of Business

SORL Auto Parts (the Company) 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.

REORGANIZATION

In March 2004, pursuant to a Joint Venture Agreement between the Ruili Group Co., Ltd., a PRC corporation (Ruili Group), and Fairford Holdings, Inc., a Hong Kong Company (Fairford), the parties formed a sino-foreign joint venture (the Joint Venture) under the name Ruili Group Ruian Auto Parts Co. Ltd., of which Fairford owned 90% and the Ruili Group owned 10%.  The shareholders and their respective equity interests in Fairford and the Ruili Group were identical.  In connection with its formation, the Joint Venture acquired the business segment 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 for a purchase price of $6,390,000.  The consideration was based on a valuation provided by Ruian Ruiyang Assets Valuation Co., Ltd., an independent PRC valuation firm.  Fairford then transferred these assets and liabilities to the Joint Venture as consideration for its 90% ownership interest of the Joint Venture.  The Ruili Group 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 assets and liabilities of the Transferred Business.  Certain historical information of the Transferred Business is based on the operation of the Transferred Business when it was owned by the Ruili Group.

In May 2004, pursuant to the terms of a Share Exchange Agreement (the Exchange Agreement) dated as of April 4, 2004, among the Company, Keating Reverse Merger Fund, LLC, Xiao Ping Zhang, Xiao Feng Zhang and Shuping Chi (collectively, the Sellers); and Fairford, the Company acquired from the Sellers (the Acquisition) all of the issued and outstanding equity interests of Fairford (the Fairford Shares).  As consideration for the Fairford Shares, the Company issued 1,000,000 shares of its Series A Convertible Preferred Stock, which were convertible into an aggregate of the 194,305,800 shares of common stock.  The consideration for the Acquisition was determined through arms length negotiations between the management and the Fairford Sellers.  As a result of the Acquisition, the Fairford Sellers acquired approximately 97.5% of the Companys
common stock on an as converted basis.

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A current report on Form 8-K was filed on May 24, 2004 to present the financials of the predecessor company (Ruili Group) for the years ended December 31, 2003 and 2002.  The historical financial statements filed with the 8-K reflected the assets and liabilities of both the Transferred Business and the non-transferred business.

Subsequent to the transfer and reorganization that occurred in March, 2004, the Company began presenting its financial statements as that of the successor company, being only those assets, liabilities, results of operations, and cash flows relating to the Transferred Business.  Prior periods were restated to reflect comparable prior period results of the Transferred Business.

BASIS OF PRESENTATION OF THE FINANCIAL STATEMENTS

The financial statements for the periods ended March 31, 2005 and 2004 have been prepared to present the financial position, results of operations and cash flows of the continuing business of SORL Auto Parts, Inc.  The financial statements reflect the accounts of the transferred business (as described in the preceding paragraphs titled REORGANIZATION), from the Ruili Group to the Joint Venture.

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.

Financial Risk Factors and Financial Risk Management

(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 had one customer that accounted for more than 10% of its revenues representing approximately 16% of its total revenues for 2004. 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% 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.

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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.

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, 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 6 months.  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 - Revenues from the sale of goods is recognized when the risks and rewards of ownership of the goods have transferred to the buyer. Revenues 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 Supplementary Tax (levied at 4% of net VAT payable).

Shipping and handling fees - Shipping and handling fees are classified as selling expenses.

Research and development expenses - Research and development costs are classified as general and administrative expenses and are expensed as incurred.

Advertising costs - Advertising costs are expensed as incurred and are classified as selling expenses.

Warranty claims - The Company offers product warranties for certain products.  The specific terms and conditions of such warranties vary depending on the product or customer contract requirements.  Warranty claims amounted to approximately $101,533 and $26,079 for the three months ended March 31, 2005 and 2004, respectively.  The Company does not accrue the costs of unsettled product warranty claims because, historically, the amounts have been immaterial to total revenues.

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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.

Earnings Per Share - Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period.  Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

Basic weighted average common shares outstanding have been presented to reflect the common shares outstanding as if the recapitalization had taken place on the first day of the earliest period presented.  Weighted average common shares used in the computation of fully diluted earnings per share are the same for the three months ended March 31, 2005 and 2004

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 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.  Exchanges differences are recognized in the income statement in the period in which they arise.

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 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.

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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 non-small business issuers for fiscal years beginning after June 15, 2005.    As such, the Company is required to adopt these provisions at the beginning of the fiscal quarter ended December 31, 2006.  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.

NOTE 2 - RELATED PARTY TRANSACTIONS

The following related party transactions occurred for the quarter ended March 31, 2005: the company purchased $2.6M finished products and $0.6M packaging materials from Ruili Group; sold $1.4M products to Ruili Group. There was no any related party transaction for the quarter ended on March 31, 2004.

NOTE 3 - TRADE RECEIVABLES

The changes in the allowance for doubtful accounts at March 31, 2005 are summarized as follows:

|Beginning   balance                  |  |  | 68,384 | 
|------------------------------------ |  |  | ------ | 
|Add:   provision for current quarter |  |  |       | 
|Less:   Accounts written off         |  |  |       | 
|Ending   balance                     |  |  | 68,384 | 

The company has general credit terms of 6 months.  As of March 31, 2005, the collections of trade receivables have been 90 days.  Hence, no additional allowance is provided for the 3 months then ended.

The companys trade receivables are summarized as follows:

|Trade   Receivables                     |  |  | 17,279,880 |  
|--------------------------------------- |  |  | ---------- | -
|Less:   Allowance for doubtful accounts |  |  | (68,384    | )
|Trade   Receivables, Net of Provision   |  |  | 17,211,496 |  

NOTE 4  INVENTORIES

On March 31, 2005, inventories consist of the following:

|Raw   Material    |  |  | 578,643   | 
|----------------- |  |  | --------- | 
|Work   in process |  |  | 731,398   | 
|Finished   Goods  |  |  | 454,399   | 
|Total   Inventory |  |  | 1,764,440 | 

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NOTE 5 - PROPERTY, PLANT AND EQUIPMENT

On March 31, 2005, Property, plant and equipment consisted of the following:

|Machinery                      |  |  | 6,970,380  |  
|------------------------------ |  |  | ---------- | -
|Mould                          |  |  | 643,242    |  
|Office   equipment             |  |  | 68,305     |  
|Vehicle                        |  |  |            |  
|Less: Accumulated depreciation |  |  | (2,355,367 | )
|Fixed   Assets, net            |  |  | 5,449,132  |  

Depreciation expense charged to operations was $190,225 for the quarter ended March 31, 2005.

NOTE 6 - BANK BORROWINGS

The loans were borrowed from the banks and are guaranteed by Ruili Group Corporation, in 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.

NOTE 7 - OTHER TAXES

Other taxes consisted of the following, on March 31, 2005:

|VAT   Payablealance     |  |  | 805,299 | 
|----------------------- |  |  | ------- | 
|Education   Surtax      |  |  | 3,221   | 
|City   Construction Tax |  |  |        | 

NOTE 8 - 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 quarters ended March 31, 2005. 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.

NOTE 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 quarters ended March 31, 2005 and 2004 was $109,752 and $109,752 respectively.

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

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

for a total of $ 4,024,249.

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