UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-KSB/A
                                (Amendment No. 2)

                                   (Mark One)

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

                  For the fiscal year ended September 30, 2005

                                       OR

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

                    For the transition period ____________to

                        Commission file number 000-49712

                             CHINA BAK BATTERY, INC.
                 (Name of small business issuer in its charter)

                 Nevada                                           88-0442833
    (State or other jurisdiction of                           (I.R.S. Employer
     incorporation or organization)                          Identification No.)

  BAK Industrial Park, No. 1 BAK Street                             518119
    Kuichong Town, Longgang District                              (Zip Code)
  Shenzhen, People's Republic of China
(Address of principal executive offices)

       Issuer's telephone number, including area code: (86-755) 8977-0093

Securities registered pursuant to Section 12(b) of the Act: None.

Securities  registered  pursuant to Section 12(g) of the Act: Common Stock,  par
value $0.001.

Check whether the issuer is not required to file reports  pursuant to Section 13
of 15(d) of the Exchange Act [ ]

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B contained  herein,  and none will be  contained,  to the best of
registrant's   knowledge,   in  definitive   proxy  or  information   statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

The issuer's revenues for its most recent fiscal year were: $101,921,583.

Indicate by check mark whether the  registrant is a shell company (as defined in
rule 12b-2 of the Exchange Act) YES [ ] NO [X]

The aggregate market value of the voting common stock held by  non-affiliates of
the  issuer,  based  on the  average  bid and  asked  price of such  stock,  was
$177,408,565.75 at November 30, 2005.

At November 30, 2005, the registrant had  outstanding  48,878,396  shares of par
value $.001 common stock.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

<PAGE>

                                EXPLANATORY NOTE

This  Amendment  No. 2 to the  Annual  Report on Form  10-KSB for the year ended
September  30, 2005 of China BAK Battery,  Inc.  (the "Annual  Report") is filed
solely for the purpose of (i) correcting the reference in Part II, Item 5 to the
"NASD's Over the Counter  Market" to the "Over the Counter  Market," (ii) adding
in Part III, Item 9, certain  information  relating to four individuals who have
been chosen to become directors, but whose election has not yet become effective
and (iii)  adding to Item III,  Part 10,  certain  conforming  information.  The
filing of this Amendment No. 2 to the Annual Report is not a  representation  by
the Company that any  statements  contained in items of the Annual  Report other
than  that  information  being  amended  are  true or  complete  as of any  date
subsequent to the date of the Annual Report.











                                        i
<PAGE>

                             CHINA BAK BATTERY, INC.

                                     PART II

ITEM 5.  MARKET FOR COMMON  EQUITY AND  RELATED  STOCKHOLDER  MATTERS  AND SMALL
         -----------------------------------------------------------------------
         BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
         ----------------------------------------------

Common Stock and Dividend Policy

     There is no established public trading market for our common stock, and our
common stock is not listed for trading on any securities exchange or the NASDAQ.
However,  over-the-counter  trades  in  our  common  stock  are  quoted  on  the
Over-the-Counter  Bulletin  Board under the symbol  "CBBT.OB."  On November  30,
2005, the last reported sales price for our common stock was $7.50 per share.

     The following table sets forth,  for the quarters  indicated,  the range of
closing  high  and low  bid  prices  of our  common  stock  as  reported  by the
Over-the-Counter  Bulletin Board, as adjusted for all previously  effected stock
splits.  These quotations reflect  inter-dealer  prices,  without retail markup,
markdown or commission and may not represent actual transactions.

                                                               Common Stock
                                                            -------------------
          By Quarter Ended                                     High      Low
          ----------------                                  --------- ---------
          Fiscal 2003
          -------------------------------------------------
          March 31, 2003................................       $.39      $.37
          June 30, 2003.................................       $.60      $.60
          September 30, 2003............................      $1.01     $1.01
          December 31, 2003.............................      $1.01     $1.01
          Fiscal 2004
          -------------------------------------------------
          March 31, 2004................................      $1.01     $1.01
          June 30, 2004.................................      $1.01     $1.01
          September 30, 2004............................      $1.45     $1.02
          December 31, 2004.............................      $3.50     $1.25
          Fiscal 2005
          -------------------------------------------------
          March 31, 2005................................      $7.30     $2.80
          June 30, 2005.................................      $8.50     $5.00
          September 30, 2005............................      $7.75     $6.54
-----------

     In reviewing the foregoing  table,  it should be noted that the exchange of
stock by which China BAK  acquired  BAK  International  and its  subsidiary  BAK
Battery occurred on January 20, 2005.

     As of November 30, 2005,  there were 48,878,396  shares of our common stock
outstanding held by approximately 148 stockholders of record.

     We have  never  paid any cash  dividends  on our  common  stock.  We do not
anticipate  paying any cash dividends or making any other cash  distributions on
our common stock in the foreseeable future. Should we decide in the future to do
so,  as a  holding  company,  our  ability  to  pay  dividends  and  meet  other
obligations  depends upon the receipt of dividends  or other  payments  from our
operating subsidiaries.  Our operating subsidiaries may be subject, from time to
time, to restrictions on their ability to make distributions to us, including as
a result  of  restrictive  covenants  in loan  agreements,  restrictions  on the
conversion  of local  currency  into  dollars or other hard  currency  and other
regulatory restrictions.  We currently intend to retain future earnings, if any,
to finance operations and the expansion of our business.

     Please see Item 11  "Security  Ownership of Certain  Beneficial  Owners and
Management  and Related  Shareholder  Matters" for a  description  of securities
authorized for issuance under equity compensation plans.

<PAGE>

Recent Sales of Unregistered Securities

     On September 16, 2005 the Company  issued an aggregate of 7,899,863  shares
of its common stock to certain  accredited  investors as that term is defined in
Rule 502 of  Regulation  D  promulgated  under the  Securities  Act of 1933,  as
amended,  at a purchase price of $5.50 per share,  for a total purchase price of
$43,449,246. In connection with the closing of that issuance, the Company issued
warrants  to  purchase  an  aggregate  of 631,989  shares of common  stock at an
exercise  price of $7.92 per share  exercisable  for a period ending three years
after the date of issuance to certain persons as part of an agreed upon fee. The
securities were issued in reliance upon the exemption  contained in Section 4(2)
of the  Securities  Act of  1933,  as  amended,  and Rule  506 of  Regulation  D
promulgated  under the Securities Act of 1933, as amended.  The purchasers  were
not  solicited  through any form of general  solicitation  or  advertising.  The
purchasers  represented  to the  Company,  among  other  things,  that they were
acquiring the securities for investment  purposes only and not with a view to or
for sale in connection with any distribution  thereof, that they were accredited
investors as that term is defined in Rule 502 of Regulation D promulgated  under
the Securities Act of 1933, as amended, and appropriate legends were placed upon
the securities issued. All purchasers were provided,  and acknowledged that they
had adequate access to, information about the Company.

     On January 20,  2005 we  completed a stock  exchange  transaction  with the
stockholders   of  BAK   International,   Ltd.,  a  Hong  Kong   company   ("BAK
International").  The exchange was consummated  under Nevada law pursuant to the
terms of a Securities  Exchange Agreement dated effective as of January 20, 2005
by and among CBBI, BAK International and the stockholders of BAK  International.
Pursuant to the Securities  Exchange  Agreement,  we issued 39,826,075 shares of
our  common  stock,  par value  $0.001  per share,  to the  stockholders  of BAK
International,  representing approximately 97.2% of our post-exchange issued and
outstanding common stock, in exchange for 100% of the outstanding  capital stock
of BAK International. We presently carry on the business of Shenzhen BAK Battery
Co.,  Ltd.,  a  Chinese   corporation  and  BAK   International's   wholly-owned
subsidiary, or BAK Battery.

     The  39,826,075  shares were issued in 2 separate  transactions.  The first
transaction   culminated   in  the  issuance  of   31,225,642  to  the  original
shareholders  of  Shenzhen  BAK  Battery,   Co.,  Ltd.  for  an  aggregate  cash
consideration of $11,500,000.  This amount  approximated the  capitalization  of
Shenzhen BAK Battery, Ltd. at the time of the agreement was entered into.

     The second  transaction  culminated in the issuance of 8,600,433 shares for
an aggregate cash  consideration  of $17,000,000.  ($15,528,629  net of issuance
costs).

     The  foregoing  shares  were  issued in  private  transactions  or  private
placements  intending to meet the  requirements  of one or more  exemptions from
registration.  In  addition  to  any  noted  exemption  below,  we  relied  upon
Regulation D and Section  4(2) of the  Securities  Act of 1933,  as amended (the
"Act").   The  investors  were  not  solicited   through  any  form  of  general
solicitation or advertising,  the transactions being non-public  offerings,  and
the sales were conducted in private  transactions where the investor  identified
an investment intent as to the transaction without a view to an immediate resale
of the  securities;  the shares were  "restricted  securities" in that they were
both  legended with  reference to Rule 144 as such and the investors  identified
they were  sophisticated  as to the  investment  decision  and in most  cases we
reasonably  believed the investors were  "accredited  investors" as such term is
defined under Regulation D based upon statements and information  supplied to us
in writing and verbally in connection with the  transactions.  We never utilized
an underwriter for an offering of our securities and no sales  commissions  were
paid to any third party in connection with the above-referenced sales.

     On June 10, 2004,  we issued  99,858 shares of our $ 0.001 par value common
stock in full  settlement  of debt,  in the  amount  of  $49,929,  owed to Harry
Miller,  our former  President  and Chief  Executive  Officer.  The price of the
transaction was $0.50 per share.  The issuance of these shares to Mr. Miller was
not  registered  under the  Securities  Act of 1933 in reliance on the exemption
therefrom  contained in Section 4(2) of such act and Regulation D as promulgated
thereunder.


                                       2
<PAGE>

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
         ------------------------------------------------------------

     The following  table  provides  information  about our executive  officers,
directors and director  nominees and their  respective  ages and positions as of
December 31, 2005. The Company's sole director,  Mr. Xiangqian Li, will serve as
a director  until  whichever of the  following  first  occurs:  his successor is
elected and qualified, his resignation, his removal from office by a vote of the
stockholders or his death:

     NAME            AGE    POSITION HELD
     ----            ---    -------------
     Xiangqian Li    37     Director, Chairman of the Board, President and Chief
                            Executive Officer
     Yongbin Han     36     Chief Financial Officer, Secretary and Treasurer
     Huanyu Mao      54     Chief Operating Officer and Chief Technical Officer

     Xiangqian Li has served as our Director,  Chairman of the Board,  President
and Chief Executive  Officer since January 20, 2005. Mr. Li has been Chairman of
Board of Directors  and General  Manager of BAK Battery since April 2001 and has
also served as BAK Battery's  general  manager since December 2003.  Previously,
Mr. Li served as (i) Chairman of the Board of Directors  and General  Manager of
Shenzhen BAK Li-ion Battery Co., Ltd. from December 2000 until March 2001;  (ii)
as Chairman of the Board of  Directors  and  General  Manager of Jilin  Province
Huaruan Technology  Company Limited by Stocks ("Huaruan  Technology") from March
2001 until June 2001; and (iii) as Chairman of the Board of Directors of Huaruan
Technology  from  January  2001 until  June 2003.  Prior to 2001 Mr. Li was self
employed.  Mr. Li graduated from Lanzhou Railway Institute and holds a Bachelors
degree in gas engineering. He is pursuing a Doctorate of quantity economics from
Jilin University.

     Yongbin Han has served as our Chief  Financial  Officer and Secretary since
January 20, 2005. Mr. Han is a Chinese certified public accountant and certified
tax agent.  Mr. Han has been Deputy  General  Manager of BAK Battery since April
2003.  In that  capacity he oversees  the  finance  and  accounting  department.
Previously,  Mr. Han served as (i) Deputy General Manager of Huaruan  Technology
from January 2002 until April 2003 and (ii)  Department  Manager of Zhonghongxin
Jianyuan  Accounting Firm from July 1995 until July 2001. Mr. Han graduated from
Changchun Tax Institute with a Bachelors degree in accounting.

     Huanyu Mao has served as our Chief  Technical  Officer  since  January  20,
2005. Dr. Mao has been Chief Scientist of BAK Battery since September 2004. From
1997 until  September  2004 Dr. Mao served as Chief  Engineer of Tianjin  Lishen
Company.  Dr. Mao received a Doctorate degree in  electrochemistry in conducting
polymers from Memorial University of Newfoundland, Canada.

     By the  written  consent of  holders of a majority  of the shares of common
stock of the Company,  Dr. Huanyu Mao, Mr. Richard Goodner, Mr. Joseph R. Mannes
and Mr.  Donald A. Preston have been chosen to become  directors of the Company,
although their  elections  will not be effective  until the end of the twentieth
calendar  day  after  an  Information  Statement  under  Section  14(c)  of  the
Securities Exchange Act of 1934, as amended, which includes information relating
to the  choice  of  those  individuals  to  become  directors,  is  sent  to the
stockholders  of the  Company.  An  Information  Statement  has not been sent to
stockholders of the Company and accordingly, Dr. Mao and Messrs. Goodner, Mannes
and Preston are not yet directors of the Company.

     Richard B. Goodner,  60, currently serves as Vice President - Legal Affairs
and General Counsel for U.S. Home Systems, Inc., a Nasdaq National Market System
publicly  traded  company and has held that position  since June 2003.  Prior to
working with U.S. Home Systems,  Inc., Mr. Goodner was a partner in the law firm
of Jackson Walker L.L.P. from 1997 to 2003. Mr. Goodner holds a Bachelor of Arts
degree in  Economics  from Eastern New Mexico  University  and a law degree from
Southern Methodist University.


                                       3
<PAGE>

     Joseph R. Mannes, 47, currently serves as the Managing Director - Corporate
Finance of SAMCO Capital Markets, a division of Penson Financial Services,  Inc.
and has held this  position  since  2001.  Prior to working  with SAMCO  Capital
Markets,  Mr.  Mannes  served as Vice  President,  Chief  Financial  Officer and
Secretary of Clearwire Technologies,  Inc. from 1998 to 2001. Mr. Mannes holds a
Bachelor of Arts degree.  in Philosophy and French from Dartmouth College and an
M.B.A. in Finance and Accounting  from the Wharton School  Graduate  Division of
the University of Pennsylvania.

     Donald A. Preston,  55, currently  serves as Managing  Director for Lincoln
Financial Advisors, a subsidiary of the Lincoln Financial Group. Mr. Preston has
served in this and other management  capacities with Lincoln Financial  Advisors
over the last 20 years. Mr. Preston holds a Bachelor of Business  Administration
degree in General  Business  from St. John Fisher  College  and  Chartered  Life
Underwriter and Chartered  Financial  Consultant  degrees in Financial  Planning
from American College.

     Board Composition and Committees

     The board of directors is currently  composed of one member,  Xiangqian Li.
After the election of the four individuals describe above becomes effective, the
board of directors will consist of five members.  All Board action  requires the
approval of a majority of the  directors in  attendance  at a meeting at which a
quorum is present. We have purchased officers and directors liability insurance.

     We  currently  do not  have  standing  audit,  nominating  or  compensation
committees.   We  intend,  however,  to  establish  an  audit  committee  and  a
compensation  committee  of the board of directors  as soon as  practicable.  We
envision that the audit  committee will be primarily  responsible  for reviewing
the services  performed by our independent  auditors,  evaluating our accounting
policies and evaluating and  administering  our system of internal controls over
financial reporting.  The compensation  committee will be primarily  responsible
for reviewing and approving our salary and benefits  policies  (including  stock
options), including compensation of executive officers.

     Director Compensation

     At present we do not pay our  directors a fee for  attending  scheduled and
special meetings of our board of directors. We intend to reimburse each director
for reasonable travel expenses related to such director's attendance at board of
directors and committee meetings.  Once the election of Messrs.  Goodner, Mannes
and Preston becomes effective and they become independent  members of our board,
we expect to pay fees comparable to those paid by other public  companies in our
peer group.

     Indebtedness of Directors and Executive Officers

     None of our  directors  or  officers  or  their  respective  associates  or
affiliates is indebted to us.

     Involvement in Certain Legal Proceedings

     In the normal  course of business,  various  claims are made against us. At
this time, in the opinion of management, there are no pending claims the outcome
of which are expected to result in a material adverse effect on our consolidated
financial position or results of operations.

     Family Relationships

     There are no family relationships among our directors or officers.

     Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities  Exchange Act of 1934 (the "Exchange  Act")
requires our directors,  executive  officers and holders of more than 10% of our
Common  Stock to file with the  Commission  initial  reports  of  ownership  and
reports of changes in ownership of our Common Stock and other equity securities.
Officers,  directors  and  greater  than 10%  stockholders  are  required by the
Commission  regulations  to furnish us with copies of all Section  16(a) reports


                                       4
<PAGE>
<TABLE>
<CAPTION>

they  file.  To our  knowledge,  based  solely on a review of the copies of such
reports and written  representations  that no other  reports were  required,  we
believe that all filing requirements  applicable to our officers,  directors and
greater  than 10%  stockholders  were  satisfied  during the  fiscal  year ended
September  30, 2005,  with the  exception of a Form 4 filed on behalf of Yongbin
Han and a Form 4 filed on behalf of Dr. Huanyu Mao.

ITEM 10. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         --------------------------------------------------------------

     The  following  table  sets  forth,  as  of  November  30,  2005,   certain
information with respect to the beneficial  ownership of our common stock by (i)
each  director  and officer of CBBI,  (ii) each  person  known to CBBI to be the
beneficial  owner of five  percent or more of the  outstanding  shares of common
stock of CBBI,  and (iii) all directors and officers of CBBI as a group.  Unless
otherwise indicated,  the person or entity listed in the table is the beneficial
owner of, and has sole voting and  investment  power with respect to, the shares
indicated.  Certain  principal  stockholders  are selling  stockholders  in this
offering.

                                                                Amount and Nature of Beneficial Ownership(1)
                                                                -----------------------------------------
<S>                                                                <C>                <C>
                                                                      Number           Percent of
Name of Beneficial Owner                                            of Shares(2)      Voting Stock(3)
------------------------                                            ---------         ------------
Xiangqian Li                                                       21,233,437(4)          43.4%
BAK Industrial park, No. 1 BAK Street
Kuichong Town
Longgang District, Shenzhen
People's Republic of China

The Pinnacle Fund, L.P.(5)                                          2,612,751              5.3%
4965 Preston Park Blvd., Suite 240
Plano, TX 75093

Huanyu Mao                                                            249,805              *
BAK Industrial park, No. 1 BAK Street
Kuichong Town
Longgang District, Shenzhen
People's Republic of China

Yongbin Han                                                           312,256              *
BAK Industrial park, No. 1 BAK Street
Kuichong Town
Longgang District, Shenzhen
People's Republic of China


Directors, persons chosen to become directors and executive        21,795,498             44.6%
officers as a group (6 persons)
--------------------
</TABLE>

*Denotes less than 1% of the outstanding shares of common stock.

(1)  On  November  30,  2005,  there  were  48,878,396  shares of  common  stock
     outstanding  and no issued and  outstanding  preferred  stock.  Each person
     named above has the sole  investment  and voting  power with respect to all
     shares of common stock shown as beneficially owned by the person, except as
     otherwise indicated below.

(2)  Under applicable SEC rules, a person is deemed to be the "beneficial owner"
     of a security with regard to which the person  directly or indirectly,  has
     or shares (a) the voting power,  which includes the power to vote or direct
     the voting of the security, or (b) the investment power, which includes the
     power to dispose, or direct the disposition,  of the security, in each case
     irrespective of the person's economic interest in the security. Under these
     SEC rules,  a person is deemed to  beneficially  own  securities  which the


                                       5
<PAGE>
<TABLE>
<CAPTION>

     person has the right to acquire  within 60 days through the exercise of any
     option or warrant or through the conversion of another security.

(3)  In  determining  the percent of voting  stock owned by a person on November
     30,  2005,  (a) the  numerator  is the  number of  shares  of common  stock
     beneficially owned by the person, including shares the beneficial ownership
     of which may be  acquired  within 60 days upon the  exercise  of options or
     warrants or conversion of convertible  securities,  and (b) the denominator
     is the total of (i) the 48,878,396  shares in the aggregate of common stock
     outstanding on November 30, 2005, and (ii) any shares of common stock which
     the  person has the right to acquire  within 60 days upon the  exercise  of
     options or warrants or conversion of  convertible  securities.  Neither the
     numerator nor the denominator  includes shares which may be issued upon the
     exercise of any other  options or warrants or the  conversion  of any other
     convertible securities.

(4)  Mr. Li is a party to an  Escrow  Agreement  pursuant  to which he agreed to
     place  2,179,550  shares of his common stock into escrow for the benefit of
     the  selling   stockholders  in  the  event  we  fail  to  satisfy  certain
     "performance thresholds",  as defined in the Escrow Agreement, which Escrow
     Agreement  is  incorporated  by  reference  as a  material  exhibit  to the
     registration  statement of which this  prospectus  is a part and is on file
     with the SEC.  CBBI's net income for the fiscal  year ended  September  30,
     2005 exceeded the  "performance  threshold"  for such period;  accordingly,
     1,089,775 of the shares  placed in escrow by Mr. Li will be released to Mr.
     Li. Mr. Li is also a party to a Lock-up Agreement  pursuant to which he has
     agreed,  except for  distributions  of his shares of common stock  required
     under the Escrow  Agreement,  not to transfer his common stock for a period
     commencing  January 20, 2005 and ending 12 months after the date our common
     stock is listed on either the Nasdaq Stock Market or another national stock
     exchange or quotation  medium.  The Lock-up  Agreement is  incorporated  by
     reference as a material exhibit to the registration statement of which this
     prospectus is a part and is on file with the SEC. Mr. Li is also a party to
     a Pledge  Agreement  pursuant  to which he has agreed to pledge  19,053,887
     shares of his common stock to Shenzhen  Development Bank (Longgang  Branch)
     as security for a comprehensive credit facility of the Company.

(5)  Barry Kitt has sole voting and investment  control over the securities held
     by The Pinnacle Fund, L.P.

Equity Compensation Plan Information

     The following table provides  information  about the securities  authorized
for issuance under our equity  compensation  plans. In accordance with the rules
of the Commission, the information in the table is presented as of September 30,
2005, the end of our most recently completed fiscal year.


                                                                                      Number of securities to
                                                                                      remaining available for
                         Number of securities to                                      future issuance under equity
                         be issued upon exercise     Weighted-average exercise        compensation plans
                         of outstanding options,     price of outstanding options     (excluding securities
Plan category            warrants and rights         warrants and rights              reflected in column (a))

--------------------     -----------------------     ----------------------------     ----------------------------
<S>                      <C>                         <C>                              <C>
                                   (a)                            (b)                              (c)
Equity compensation
   plans approved by
   security holders                         --                               --                               --
Equity compensation
   plans not
   approved by                       2,000,000                             6.25                        2,000,000
   security holders
Total                                2,000,000                             6.25                        2,000,000
</TABLE>





                                       6
<PAGE>

ITEM 13. EXHIBITS
         --------

         31.1     Chief Executive Officer  Certification  furnished  pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002.

         31.2     Chief Financial Officer  Certification  furnished  pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002.

         32.1     Chief Executive Officer  Certification  furnished  pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002.

         32.2     Chief Financial Officer  Certification  furnished  pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002.























                                       7


<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act, the Company and has
duly caused this  Amendment No. 1 to Annual Report to be signed on its behalf by
the undersigned, thereunto duly authorized.


     Dated: February 1, 2006


                                CHINA BAK BATTERY, INC.



                             By: /s/ Xiangqian Li
                                ------------------------------------------------
                                Xiangqian Li
                                Chairman, President, Chief Executive Officer and
                                Director


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

Name                   Office                                   Date
----                   ------                                   ----

 /s/ Xiangqian Li
------------------     Chairman, President, Chief Executive     February 1, 2006
Xiangqian Li           Officer and Director
                       (Principal Executive Officer)



 /s/ Yongbin Han
------------------     Chief Financial Officer, Secretary,      February 1, 2006
Yongbin Han            and Treasurer (Principal
                       Financial and Accounting Officer












                                        8