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

                                FORM 10-QSB

[X]    Quarterly Report pursuant to Section 13 or 15(d) of the
       Securities Exchange Act of 1934

       For the quarterly period ended March 31, 2006

[ ]    Transition Report pursuant to 13 or 15(d) of the Securities
       Exchange Act of 1934

       For the transition period        to

                        Commission File No. 0-13337


                    ADVANCED BATTERY TECHNOLOGIES, INC.
             -------------------------------------------------
              (Name of Small Business Issuer in Its Charter)

        DELAWARE                                       22-2497491
     ------------------------------------------------------------------
     (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization)                 Identification No.)

            136-14 Northern Blvd., Suite 8E, Flushing, NY 11354
            ---------------------------------------------------
                 (Address of principal executive offices)

                               718-359-6866
            ---------------------------------------------------
             (Issuer's telephone number, including area code)

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

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 number of shares outstanding of each of the issuer's class of
equity as of the latest practicable date is stated below:

 Title of each class of Common Stock         Outstanding as of May 12 , 2006
 -----------------------------------------------------------------------------
   Common Stock, $0.001 par value                      49,127,688

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

<PAGE>

PART I - FINANCIAL INFORMATION

                    ADVANCED BATTERY TECHNOLOGIES, INC.

                        CONSOLIDATED BALANCE SHEET

                                                       March 31, 2006
                                                        (Unaudited)
                                                      -----------------
ASSETS
 Current assets
  Cash and cash equivalents                                   3,817
  Accounts receivable                                     2,189,472
  Tax receivable                                            206,699
  Inventories                                               310,408
  Prepayments, deposits and other receivable                911,590
                                                         ----------
Total current assets                                      3,621,986

Property, plant and equipment, net                        7,846,099
Construction in process                                   3,955,708
Deposits for acquisition of property, plant and
 equipment                                                    1,828
Rights to use land and power, net                           422,588
Patents, net                                                109,859
Prepaid expenses                                          1,388,305
                                                         ----------
Total assets                                             17,346,373
                                                         ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities
  Accounts payable                                          526,268
  Accrued expenses and other payable                        992,947
  Short-term bank and other borrowing (Note 7)            4,111,412
  Customer deposits                                         200,021
  Welfare payable                                           134,743
                                                         ----------
Total current liabilities                                 5,965,391
                                                         ----------

Stockholders' equity
 Common stock (Note 8)                                       41,578
 Additional paid-in capital (Note 9)                     13,830,986
 Accumulated deficit                                     (2,653,108)
 Accumulated other comprehensive income                     161,526
                                                         ----------
Total stockholders' equity                               11,380,982
                                                         ----------
Total liabilities and stockholders' equity               17,346,373
                                                         ==========

See the accompanying notes to the unaudited consolidated financial
statements
                                     -2-
<PAGE>

                     ADVANCED BATTERY TECHNOLOGIES, INC.

                    CONSOLIDATED STATEMENTS OF OPERATIONS

                                            Three months ended March 31,

                                               2006             2005
                                           -------------    ------------
                                            (Unaudited)      (Unaudited)

Revenue                                      1,908,997           31,407

Cost of sales                               (1,206,820)         (24,165)
                                             ---------        ---------
Gross profit                                   702,177            7,242

Other income                                         -              801

Selling expenses                                (8,617)          (2,996)

General and administrative expenses           (336,552)        (441,839)

Interest expense                               (60,888)         (48,716)
                                             ---------        ---------
Income/(loss) before minority interests        296,120         (485,508)

Minority interests                                   -           49,217
                                             ---------        ---------
Net income/(loss)                              296,120         (436,291)
                                             =========        =========
Net income/(loss) per share -
 Basic and diluted (Note 10)                     0.007           (0.020)
                                             =========        =========

See the accompanying notes to the unaudited consolidated financial statements

                                     -3-
<PAGE>

                     ADVANCED BATTERY TECHNOLOGIES, INC.

                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                            Three months ended March 31,

                                               2006             2005
                                           -------------    ------------
                                            (Unaudited)      (Unaudited)
Cash flows from operating activities :
 Net income/(loss)                             296,120         (436,291)
 Adjustments to reconcile net income/(loss)
  to net cash provided by/(used in)
  operating activities :
  Depreciation and amortization                204,702           49,896
  Amortization of prepaid expenses              88,754          321,452
  Amortization of stock compensation            50,600                -
  Minority interests                                 -          (49,217)
 Changes in operating assets and liabilities:
  Increase in accounts receivable             (221,171)               -
  Increase in tax receivable                  (206,699)               -
  Decrease/(increase)in inventories             72,062          (23,454)
  (Increase)/decrease in prepayments,
   deposits and other receivable               (11,474)          33,241
  Decrease in accounts payable, accrued
   expenses and other payable                 (353,719)          (7,861)
  Increase/(decrease) in customer deposits      77,026          (31,636)
  Increase in welfare payable                   16,766            8,014
                                             ---------        ---------
 Net cash provided by/(used in) operating
  activities                                    12,967         (135,856)
                                             ---------        ---------
Cash flows from investing activities :
 Purchase of property, plant and equipment      (3,193)        (346,979)
 Additions to construction in process                -       (1,854,355)
                                             ---------        ---------
 Net cash used in investing activities          (3,193)      (2,201,334)
                                             ---------        ---------
Cash flows from financing activities :
 Net proceeds from issuance of common stocks         -        1,691,542
 Decrease in loan payable                      (21,359)          (2,707)
 Decrease in car loan                           (2,324)          (1,862)
                                             ---------        ---------
 Net cash (used in)/provided by financing
  activities                                   (23,683)       1,686,973
                                             ---------        ---------
Net decrease in cash and cash equivalents      (13,909)        (650,217)

Effect of foreign exchange rate changes             18            2,116

Cash and cash equivalents, beginning of
 period                                         17,708          758,015
                                             ---------        ---------
Cash and cash equivalents, end of period         3,817          109,914
                                             =========        =========


See the accompanying notes to the unaudited consolidated financial statements

                                     -4-
<PAGE>
                     ADVANCED BATTERY TECHNOLOGIES, INC.

            NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.   DESCRIPTION OF THE COMPANY

     Advanced Battery Technologies, Inc. ("ABAT" or the "Company) was
     incorporated in the State of Delaware on January 16, 1984.

     The Company is engaged in the business of designing,
     manufacturing and marketing of rechargeable polymer lithium-ion
     batteries through its subsidiaries, Cashtech Investment Limited
     ("Cashtech") and Heilongjiang Zhong Qiang Power-Tech Co., Ltd.
     ("ZQ Power-Tech").  Cashtech is a British Virgin Islands
     corporation and ZQ Power-Tech is a limited liability company
     established in the People's Republic of China (the "PRC") in
     which Cashtech originally owned 70% interest as of December 31,
     2005.  On January 6, 2006, Mr. Zhiguo Fu ("Mr. Fu"), the chairman
     of ABAT, transferred to Cashtech shares of ZQ Power-Tech
     representing 30% of the outstanding shares of ZQ Power-Tech.  As
     a result of the transfer, Cashtech now owns 100% of the capital
     stock of ZQ Power-Tech.  Details of the transaction are set out
     in note 5.

2.   BASIS OF PRESENTATION

     (i)     The accompanying consolidated financial statements of the
             Company and its subsidiaries (the "Group") have been
             prepared in accordance with generally accepted accounting
             principles in the United States of America for interim
             consolidated financial information.  Accordingly, they do
             not include all the information and notes necessary for
             comprehensive consolidated financial statements.

             In the opinion of the management of ABAT, all adjustments
             necessary for a fair presentation of the financial position
             and the results of operations and cash flows for the
             interim periods have been included.  Interim results are
             not necessarily indicative of results for a full year.

     (ii)    The Group has accumulated deficit as at March 31, 2006.
             However, based on the substantial backlog of orders of
             approximately USD3.7 million that the Group has accumulated
             and the Group had attained net income for the current
             interim period which indicated an improvement to the
             current operations, the management of the Group believes
             that the backlog of orders and improved operation results
             will generate sufficient revenue and cash flows to enable
             the Group to continue as a going concern.


3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The accounting policies followed by the Company are set forth in
     the section "Summary of significant accounting policies" of the
     consolidated financial statements of the Company included in the
     Company's Form 10-KSB submitted to the United States Securities
     and Exchange Commission on April 14, 2006.

                                     -5-
<PAGE>
                     ADVANCED BATTERY TECHNOLOGIES, INC.

           NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON'D)

     Recent accounting pronouncements

     In February 2006, the Financial Accounting Standards Board issued
     SFAS No. 155, Accounting for Certain Hybrid Financial Instruments,
     which amends SFAS No. 133, Accounting for Derivative Instruments
     and Hedging Activities ("SFAS No. 155"), and SFAS No. 140,
     Accounting for Transfers and Servicing of Financial Assets and
     Extinguishments of Liabilities.  SFAS No. 155 simplifies the
     accounting for certain derivatives embedded in other financial
     instruments by allowing them to be accounted for as a whole if
     the holder elects to account for the whole instrument on a fair
     value basis.  SFAS No. 155 also clarifies and amends certain
     other provisions of SFAS No. 133 and SFAS No. 140.  SFAS No. 155
     is effective for all financial instruments acquired, issued or
     subject to a remeasurement event occurring in fiscal years
     beginning after September 15, 2006.  Earlier adoption is
     permitted, provided the Company has not yet issued financial
     statements, including for interim periods, for that fiscal year.
     We do not expect the adoption of SFAS No. 155 to have a material
     impact on our consolidated financial position, results of
     operations or cash flows as the Company currently has no
     financial instruments within the scope of SFAS No. 155.


4.   INCOME TAXES

     No provision for income tax is made as the Company's operating
     subsidiary in the PRC is entitled to an income tax holiday.  The
     subsidiary is eligible to the income tax holiday of 2 years
     commencing from its first profit-making year.


5.   ACQUSITION OF MINORITY INTERESTS IN ZQ POWER-TECH

     As mentioned in note 1, Mr. Fu transferred his 30% interest in ZQ
     Power-Tech to Cashtech in exchange for 11,780,594 shares of the
     Company's common stock.

     The amount of USD1,865,456, which represents the share of net assets
     by Mr. Fu in ZQ Power-Tech in excess of par value of the shares
     issued, was included in additional paid-in capital.

                                     -6-
<PAGE>

                    ADVANCED BATTERY TECHNOLOGIES, INC.

           NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

6.   ACQUISITION OF A PATENT

     On January 10, 2006, ABAT issued 4,400,000 shares of common stock to
     Mr. Fu in return for a patent transferred to ZQ Power-Tech by him.

     The patent was recognized at the par value of the shares issued due
     to the nature of transaction being between related parties.


7.   SHORT-TERM BANK AND OTHER BORROWINGS

     Short-term bank and other borrowings consist of the following:

                                                            USD

     Bank borrowings (Note 7(i))                      3,362,850
     Loan payable (Note 7(ii))                          373,650
     Other loan payable (Note 7(iii))                   374,912
                                                      ---------
                                                      4,111,412
                                                      =========

     (i)     The bank loans have maturity of less than one year from
             March 31, 2006 and are secured by the Group's buildings and
             right to use land.  Loan amounts of USD2,491,000,
             USD622,750 and USD249,100 bear interest at 8.064%, 6.045%
             and 5.655% per annum respectively.

     (ii)    The loan payable represents an interest-free and unsecured
             demand loan from Shuangcheng National Owned Assets
             Operation Ltd. with a fixed term of repayment.

     (iii)   The other loans are due to non-related third parties and
             are interest-free, unsecured and repayable on demand.

8.   COMMON STOCK
                                           No. of shares       Amount
                                                                  USD
     Authorized :-
      Common stock at USD0.001 par value    60,000,000         60,000
                                            ==========         ======
     Issued and outstanding :-
      At January 1, 2006                    25,337,116         25,337
     Shares issued for acquisition of
      minority interests in ZQ Power-
      Tech (Note 5)                         11,780,594         11,781
     Shares issued for acquisition of a
      patent (Note 7(i))                     4,400,000          4,400
     Shares issued to consultants
      (Note 7(ii))                              60,000             60
                                           -----------         ------
     At March 31, 2006                      41,577,710         41,578
                                           ===========         ======

     Notes :-

     (i)     60,000 shares of common stock were issued as full
             compensation to three consultants for the provision of
             research and development services to the Company.  An
             amount of USD34,740, which represents the aggregate fair
             value of the shares in excess of par value, was included in
             additional paid-in capital.

                                     -9-
<PAGE>
                      ADVANCED BATTERY TECHNOLOGIES, INC.

             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

9.   ADDITIONAL PAID-IN CAPITAL

     Included in the additional paid-in capital are :-

     (i)     An amount of USD1,865,456 which relates to the acquisition
             of minority interests in ZQ Power-Tech (Note 5); and

     (ii)    An amount of USD34,740 which relates to the issuance of
             shares to consultants (Note 8(i); and

     (iii)   A debit balance of USD1,855,333 which represents the balance of
             unamortized stock compensation.  Following the adoption of
             FAS123R, any unearned stock compensation should be netted
             against additional paid-in capital and be amortized over the
             remaining period with a debit to statement of operations as
             amortization expenses and a credit to additional paid-in
             capital.

10.  NET INCOME/(LOSS) PER SHARE - BASIC AND DILUTED

     The basic and diluted net income/(loss) per share is calculated
     using the net income/(loss) and the weighted average number of
     common stock outstanding during both interim periods.  The
     Company has no dilutive instruments and accordingly, the basic
     and diluted net income/(loss) per share are the same.

                                        Three months ended March 31,
                                             2006          2005

     Net income/(loss)                   USD296,120      USD(436,291)
                                         ==========      ===========
     Weighted average number of shares
      outstanding                        40,272,782       21,851,316
                                         ==========       ==========

     Net income/(loss) per share           USD0.007        USD(0.020)
                                         ==========       ==========

11.  SUPPLEMENTAL CASH FLOW INFORMATION
                                        Three months ended March 31,
                                             2006          2005
                                              USD           USD

     Interest paid                           60,888           48,716
     Income taxes                           206,699                -

     Other than the above-mentioned information, during the three
     months ended March 31, 2006, there were non-cash transactions
     regarding the issuance of the Company's common stock for the
     acquisitions of minority interests in ZQ Power-Tech (Note 5)
     and a patent (Note 6), and provision of services by certain
     consultants (Note 8(i)) respectively.

                                     -10-
<PAGE>

                      ADVANCED BATTERY TECHNOLOGIES, INC.

             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

12.  EQUITY INCENTIVE PLAN

     (i)     The Company adopted the 2004 Equity Incentive Plan (the
             "Plan") on August 24, 2004.  The purpose of the Plan is to
             promote the success and enhance the value of the Company by
             linking the personal interests of the participants of the
             Plan (the "Participants") to those of the Company's
             shareholders, and by providing the Participants with an
             incentive for outstanding performance.  The Plan is further
             intended to attract and retain the services of the
             Participants upon whose judgment, interest, and special
             efforts the successful operation of the Group is dependent.
             The Company has reserved 5,000,000 shares of common stock
             for the options and awards under the Plan.

             Subject to the terms and provisions of the Plan, the Board
             of Directors, at any time and from time to time, may grant
             shares of stock to eligible persons in such amounts and
             upon such terms and conditions as the Board of Directors
             shall determine.

             The Committee appointed by the Board of Directors to
             administer the Plan shall have the authority to determine
             all matters relating to the options to be granted under the
             Plan including selection of the individuals to be granted
             awards or stock options, the number of stocks, the date,
             the termination of the stock options or awards, the stock
             option term, vesting schedules and all other terms and
             conditions thereof.

     (ii)    The Company adopted the 2006 Equity Incentive Plan after
             the balance sheet date and the form S-8 was filed with the
             Securities and Exchange Commission on April 24, 2006.

     (iii)   The 60,000 shares of common stock entitled by the
             consultants as disclosed in note 8(i) were issued under
             the Plan.

     (iv)    Other than the transaction as detailed in note 12(iii), no
             options or awards have been made, exercised or lapsed
             during the three months ended March 31, 2006.


13.  COMMITMENTS

     At March 31, 2006, the Group had agreed to pay USD136,356 to
     Harbin Institute of Technology for the research and development
     of polymer lithium-ion batteries for motor vehicles.

14.  WARRANTIES

    The Group warrants that all batteries manufactured by it will be
    free from defects in material and workmanship under normal use
    for a period of one year from the date of shipment.  The Group's
    experience for costs and expenses in connection with such
    warranties has been minimal and during the three months ended
    March 31, 2006, no amounts have been considered necessary to
    reserve for warranty costs.
                                     -11-
<PAGE>

                    ADVANCED BATTERY TECHNOLOGIES, INC.

            NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


15.  RELATED PARTY TRANSACTIONS

     Apart from the acquisitions of minority interests in ZQ Power-Tech
     and a patent from Mr. Fu as referred to in notes 5 and 6
     respectively, during the period ended March 31, 2006, the Group
     had no other material transactions with its related parties.

Item 1.	Management's Discussion and Analysis or Plan of Operation
        Forward Looking Statements

     The information in this discussion contains forward-looking
statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended.  These forward-looking statements include statements
regarding our capital needs, business strategy and expectations.  Any
statements contained herein that are not statements of historical facts
may be deemed to be forward-looking statements.  Readers are cautioned
that there are risks and uncertainties which may cause actual future
results to differ from the results anticipated in these forward-looking
statements. A detailed discussion of some of the risks that may cause
such a difference has been set forth in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 2005 in the section
numbered "Item 6" under the heading "Risk Factors That May Affect
Future Results." Readers are cautioned not to place undue reliance on
these forward-looking statements, which reflect management's opinions
only as of the date hereof. We disclaim any obligation to publicly
update these statements, or disclose any difference between its actual
results and those reflected in these statements.

     Results of Operations

     During the year ended December 31, 2003 ZQ Power-Tech's
activities were focused on development of its product line and the
build-out of its manufacturing facility.  ZQ Power-Tech recorded its
first significant revenues in the first half of 2004, ending June 30,
2004.  For that six month period, it recorded sales totaling $968,675.

     The Company's level of sales fell in the second half of 2004 to
$222,834.  The reduction occurred primarily because the Company
obtained the financing needed to complete additional factory facilities
at ZQ Power-Tech's campus in Heilongjiang.  Production was reduced to
minimal or none, as management focused on doubling the Company's
production capacity and training the necessary personnel.  Between 2004
and the end of 2005, the number of employees at our facility increased
from 300 to 1260, as we more than doubled our production capacity to
its current level of $40 million per year.  We now have two buildings
("A" and "B") in full production, and continue to outfit buildings "C"
and "D."
                                     -12-
<PAGE>

     In the fall of 2005 we returned to full production, shipping
$2,618,165 of product in that quarter, to produce total revenues in
2005 of $4,222,960.  Our increased level of activity continued into the
first quarter of 2006, during which we recorded $1,908,997 in revenue.
By comparison, our revenue during the first quarter of 2005 was only
$31,407, as we were focused on building our facility at that time.
Since we currently have a backlog of approximately $3.7 million, we
expect to maintain the level of operations that we achieved in the first
quarter of 2006.  We do not include in our current backlog the $21
million order placed by Aiyingsi in 2004, since the delivery times for
that order have been delayed indefinitely.

     ZQ Power-Tech realized a 37% gross margin on its sales in the
three months ended March 31, 2006, an improvement over the 33% ratio
that we realized in 2005.  Our gross margin ratio in the future will
depend considerably upon which of ZQ Power-Tech's products are
dominating sales.  However we do expect our operations in 2006 and
beyond to be more efficient than they have been in the past, as we are
implementing advanced production management systems.  We are also
gaining experience with our new production lines, which is enabling us
to improve the efficiency of the lines and to discover lower-cost
sources of raw materials for our products.

     Our general and administrative expense fell from $441,839 in the
first quarter of 2005 to $336,552 (18% of revenue) in the first quarter
of 2006.   The reduction reflected, in part, our efforts to increase
efficiencies in our operations.  The greatest part of the reduction,
however, was attributable to the fact that general and administrative
expense in 2004 included a non-cash expense of $321,452 attributable to
amortization of prepaid consulting fees that were paid by issuing
common stock to the consultants.  At March 31, 2006 there remained
$1,388,305 in prepaid expenses on the Company's balance sheets, which
were primarily attributable to prepaid consulting fees to the Company's
consultants.  We amortized $139,354 of prepaid expenses and
stock compensation during the first quarter of 2006 and will amortize
the remainder over the next few years.

     The Company's revenue less expenses produced an income of $296,120,
compared to a net loss before minority interests of $485,508 in the
first quarter of 2005.  In 2005, however, Advanced Battery owned only
70% of ZQ Power-Tech.  For that reason, our net loss for the three months
ended March 31, 2005 was reduced by $49,217, representing the 30% of the net
loss of ZQ Power-Tech that we did not own.  In January 2006 our Chairman, Fu
Zhiguo, transferred the remaining 30% of ZQ Power-Tech into the Company's
control.  In 2006 and hereafter, therefore, we will be able to include 100%
of the net income of ZQ Power-Tech in the net income for Advanced Battery
Technologies.

                                     -13-
<PAGE>

     Liquidity and Capital Resources

     Until December 2004, the development and initial operations of ZQ
Power-Tech were financed primarily by contributions to capital made by
Fu Zhiguo, the Company's Chairman.  On December 1, 2004, ZQ Power-Tech
entered into a Loan Agreement with China Financial Bank, and received a
loan of 20 million RMB (approximately $2.4 million).  The Loan
Agreement required that half of the principal be paid in a balloon in
November 2005 and half in November 2006.  Interest at 8.064% per annum
is payable monthly.  $1.9 million of the obligation is secured by a
pledge of ZQ Power-Tech's manufacturing facilities; the remainder of
the debt is secured by a pledge of our realty assets.  After the end of
2005 we refinanced the loan with China Financial Bank, so that the
entire amount is now due in November 2006.

     At March 31, 2006 the Company had a working capital deficit of
$2,343,405, an improvement of $578,838 since December 31, 2005.  The
primary reason for the decrease in the deficit was the fact that we
used the net income in the first quarter to reduce our accounts payable
by 47%.  In addition, we determined that we are entitled to a tax
refund of $206,699 from the government of China, which we expect to
receive this year.

     Although our net income for the first quarter of 2006 was
$296,120, our operations provided only $12,967 in cash for the quarter,
compared to a reduction in cash of $135,856 in the first quarter of
2005.  The primary reason for this disparity was the fact that our
accounts receivable increased during the quarter by nearly the amount
of our net income.  As we seek new market share, we are tolerating
extended payments from a number of our customers, particularly our
primary distributor, who is allowed 120 days to pay its receivables.
For this reason, the growth in our net income will not produce a
proportionate increase in cash until we are able to secure better
payment terms from our customers.

     Despite its negative working capital, ZQ Power-Tech has
sufficient liquidity to fund its near-term operations.  The principal
capital resource available is $12,224,395 in property, plant and
equipment, construction in process, and real property rights, which ZQ
Power-Tech owns subject only to the China Financial Bank lien for $3.4
million.  Based on the substantial backlog of orders that ZQ Power-Tech
has accumulated, it believes that additional secured financing will be
available to it on favorable terms when needed.  Until then, if short-
term cash shortages occur, Mr. Fu has committed to provide financing as
needed.

     Based upon the financial resources available to ZQ Power-Tech,
management believes that it has sufficient capital and liquidity to
sustain operations for the foreseeable future.

                                     -14-
<PAGE>

Item 3.	Controls and Procedures

     We carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures as of the end of
the period covered by this report.  The evaluation was undertaken in
consultation with our accounting personnel.  Based on that evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that
our disclosure controls and procedures are currently effective to
ensure that information required to be disclosed by us in the reports
that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms.
As we develop new business or if we engage in an extraordinary
transaction, we will review our disclosure controls and procedures and
make sure that they remain adequate.

      There were no changes in the internal controls over our financial
reporting that occurred during the period covered by this report that
have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings


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

     In January 2006 the Company issued 11,780,594 shares of common
stock to Zhiguo Fu, its Chairman.  The shares were issued in
consideration of the transfer by Mr. Fu to Cashtech Limited of a 30%
interest in ZQ Power-Tech.  The sale was exempt pursuant to Section4(2)
of the Securities Act since the sale was not made in a public offering
and was made to an individual who had access to detailed information about
the Company and who was acquiring the shares for his own account.  There
was no underwriter.

     In January 2006 the Company issued 4,400,000 shares of common
stock to Zhiguo Fu, its Chairman.  The shares were issued in
consideration of the transfer of a patent by Mr. Fu to ZQ Power-Tech.
The sale was exempt pursuant to Section4(2) of the Securities Act since
the sale was not made in a public offering and was made to an individual
who had access to detailed information about the Company and who was
acquiring the shares for his own account.  There was no underwriter.

                                     -15-
<PAGE>

Item 3.	Defaults Upon Senior Securities


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


Item 5.	Other Information


Item 6.	Exhibits

     Exhibits

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

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

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

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



                                 SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                  ADVANCED BATTERY TECHNOLOGIES, INC.

Date:  May 15, 2006               By: /s/ Zhiguo Fu
                                  -------------------------------
                                  Name:  Zhiguo Fu
                                  Title: Chief Executive Officer


Date:  May 15, 2006               By: /s/ Guohua Wan
                                  -------------------------------
                                  Name:  Guohua Wan
                                  Title: Chief Financial Officer