10-Q/A

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM 10-Q

(Mark one)

x Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended March 31, 2008

or

o Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 000-51364

SINO GAS INTERNATIONAL HOLDINGS, INC.

(Name of small business issuer in its charter)

Utah	32-0028823
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

No.18 Zhong Guan Cun Dong St. Haidian District Beijing, P. R. China	100083
(Address of principal executive offices)	(Zip Code)

Issuer’s telephone number:  86-10-82600527

Check whether the issuer (1) has 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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes o No x

As of May 12, 2008, the Registrant had 24,877,271 shares of common stock outstanding. 

Explanatory Note

This Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 initially filed with the Securities and Exchange Commission on May 15, 2008 is being filed to revise the earnings per share data in the Financial Statements.

Sino Gas International Holdings, Inc.

Table of Contents

		Page
PART I -	FINANCIAL INFORMATION	1
Item 1.	Financial Statements	1
	Notes to Financial Statements (Unaudited)	7
Item 2.	Management's Discussion and Analysis or Plan of Operation	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36
PART II -	OTHER INFORMATION	37
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Submission of Matters to a Vote of Security Holders.	38
Item 5.	Other Information	38
Item 6.	Exhibits	38

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

SINO GAS INTERNATIONAL HOLDINGS, INC.

REVIEWED FINANCIAL STATEMENTS

MARCH 31, 2008 AND DECEMBER 31, 2007

(Stated in US dollars)

SINO GAS INTERNATIONAL HOLDINGS, INC.

CONTENTS	PAGES
INDEPENDENT AUDITOR’S REPORT	1
CONSOLIDATED BALANCE SHEETS	2 – 3
CONSOLIDATED STATEMENTS OF INCOME	4
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY	5
CONSOLIDATED STATEMENTS OF CASH FLOWS	6
NOTES TO FINANCIAL STATEMENTS	7 – 27

Board of Directors and Stockholders

Sino Gas International Holdings, Inc.

Report of Independent Registered Public Accounting Firm

We have reviewed the accompanying consolidated interim balance sheets of Sino Gas International Holdings, Inc. as of March 31, 2008 and December 31, 2007, and the related consolidated statements of income, stockholders’ equity, and cash flows for the three-month periods ended March 2008 and 2007. These consolidated interim financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

South San Francisco, California	Samuel H. Wong & Co., LLP
June 3, 2008	Certified Public Accountants

1

SINO GAS INTERNATIONAL HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2008 AND DECEMBER 31, 2007

(Stated in US Dollars)

			3/31/2008		12/31/2007
	Note
ASSETS
Current Assets
Cash & cash equivalents		2(e)	$	8,021,212	$	10,915,590
Restricted cash		3		664,061		478,920
Notes receivable				586,711		825,119
Accounts receivable		2(f),4		6,162,418		7,315,253
Inventory				246,891		207,976
Advances to suppliers		2(g)		1,041,556		27,372
Prepayments and others				465,669		320,380
Other receivables		5		9,849,587		3,100,695
Total Current Assets				27,038,104		23,191,305
Non-Current Assets
Investment		2(h)		2,703,156		4,007,310
Property, plant & equipment, net		2(j),6		26,852,967		24,572,565
Construction in progress		2(l)		12,830,941		11,556,820
Intangible assets, net		2(k),7		2,112,337		2,028,250
Total non-current assets				44,499,401		42,164,945
TOTAL ASSETS			$	71,537,505	$	65,356,250
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Bank Loans		8	$	7,120,276	$	2,734,444
Accounts payable				1,417,807		716,707
Other payables		9		9,715,659		10,383,657
Unearned revenue		2(m)		640,615		312,573
Accrued liabilities				41,428		362,263
Total current liabilities				18,935,786		14,509,644
TOTAL LIABILITIES			$	18,935,786	$	14,509,644

See accompanying notes to financial statements and accountant’s report

2

SINO GAS INTERNATIONAL HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS (Continued)

AS OF MARCH 31, 2008 AND DECEMBER 31, 2007

(Stated in US Dollars)

STOCKHOLDERS' EQUITY
Preferred Stock A US $0.001 par value; 20,000,000 shares authorized; 275,111 shares issued and outstanding as of March 31, 2008 and December 31, 2007	10	$	275	$	275
Preferred Stock B US $0.001 par value; 5,000,000 shares authorized; 4,971,859 shares issued and outstanding as of March 31, 2008 and December 31, 2007	10		4,972		4,972
Common Stock US $0.001 par value; 250,000,000 shares authorized; 25,282,380 shares issued and outstanding as of March 31, 2008 and December 31, 2007	10		25,283		25,283
Additional Paid in Capital			35,247,303		35,247,303
Statutory Reserve			3,481,730		3,258,201
Retained Earnings			10,358,228		10,432,430
Accumulated Other Comprehensive Income			3,483,929		1,878,142
TOTAL STOCKHOLDERS' EQUITY			52,601,719		50,846,606
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	71,537,505	$	65,356,250

See accompanying notes to financial statements and accountant’s report

3

SINO GAS INTERNATIONAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007

(Stated in US Dollars)

	3/31/2008			3/31/2007
Net Sales
Revenues	$	4,342,116		$	2,438,227
Cost of revenues		(2,975,472	)		(1,837,630	)
Gross Profit		1,366,645			600,597
Operating Expenses
Selling and marketing expenses		(181,704	)		(56,198	)
General & administrative expenses		(833,451	)		(441,374	)
Total operating expenses		(1,015,154	)		(497,572	)
Operating Income/(Loss)		351,490			103,025
Other Income (Expenses)
Other income		-			36,088
Other expenses		(845	)		(1,495	)
Interest income		33,166			-
Interest expense		(60,467	)		(5,370	)
Total other income (expense)		(28,146	)		29,223
Earnings before tax		323,344			132,248
Income tax		(174,017	)		(16,865	)
Net income	$	149,327		$	115,383
Earnings per share
Basic		0.009			0.008
Diluted		0.007			0.004
Weighted Average Shares Outstanding
Basic		17,165,894			14,730,597
Diluted		22,017,096			28,724,652

See accompanying notes to financial statements and accountant’s report

4

SINO GAS INTERNATIONAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

AS OF MARCH 31, 2008 AND DECEMBER 31, 2007

(Stated in US Dollars)

													Common Stock							Accumulated
	Preferred Stock A				Preferred Stock B				Common Stock				Additional							Other
	Shares				Shares				Shares				Paid in		Statutory		Retained			Comprehensive
	Outstanding		Amount		Outstanding		Amount		Outstanding		Amount		Capital		Reserve		Earnings			Income		Total
Balance, January 1, 2007		-		-		4,023,268		4,023		14,693,186		14,694		18,488,040		2,025,022		3,958,239			824,296		25,314,314
Net Income																		7,707,370					7,707,370
Issue of stock and warrant		275,111		275		948,591		949		10,589,194		10,589		16,759,263									16,771,076
Appropriations of Retained Earnings																1,233,179		1,233,179					-
Foreign Currency Translation Adjustment																					1,053,846		1,053,846
Balance, December 31, 2007		275,111		275		4,971,859		4,972		25,282,380		25,283		35,247,303		3,258,201		10,432,430			1,878,142		50,846,606
Balance, January 1, 2008		275,111		275		4,971,859		4,972		25,282,380		25,283		35,247,303		3,258,201		10,432,430			1,878,142		50,846,606
Net Income																		149,327					149,327
Issue of stock and warrant																							-
Appropriations of Retained Earnings																223,529		(223,529	)				-
Foreign Currency Translation Adjustment																					1,605,787		1,605,787
Balance, March 31, 2008		275,111		275		4,971,859		4,972		25,282,380		25,283		35,247,303		3,481,730		10,358,228			3,483,929		52,601,719

	Accumulated Comprehensive Income
	12/31/2007		3/31/2008		Total
Comprehensive Income
Net Income		7,707,370		149,327		7,856,697
Comprehensive Other Income
Foreign Currency Translation Adjustment		1,053,846		1,605,787		2,659,633
		8,761,216		1,755,114		10,516,330

See accompanying notes to financial statements and accountant’s report

5

SINO GAS INTERNATIONAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007

(Stated in US Dollars)

	3/31/2008			3/31/2007
Cash flow from operating activities
Net Income	$	149,327		$	115,383
Depreciation expense		640,248			38,844
Amortization expense		29,532			-
Invested in restricted time deposits		(185,141	)		3,124,541
Decrease/(increase) in accounts receivable		(5,357,649	)		310,419
Increase in inventory		(38,915	)		-
Increase in prepaid expenses		(831,430	)		-
Increase in accounts payable		(287,732	)		3,023,295
Cash sourced/(used) in operating activities		(5,881,760	)		6,612,482
Cash flows from investing activities
Cash received for investment sales proceeds		1304154			-
Cash paid for investment and acquisition		-			(930,801	)
Purchase of property, plant & equipment		(2,920,649	)		(3,320,688	)
Purchase of intangible assets		(113,620	)		(172,210	)
Increase in construction in progress		(1,274,121	)		(1,345,436	)
Cash souced/(used) in investing activities		(3,004,236	)		(5,769,135	)
Cash flows from financing activities
Proceeds from bank borrowings		4,385,832			(2,430,445	)
Cash sourced/(used) in financing activities		4,385,832			(2,430,445	)
Net Increase/(Decrease) in Cash & Cash Equivalents for the Year		(4,500,164	)		(1,587,098	)
Effect of Currency Translation on cash and cash equivalents		1,605,787			293,589
Cash & Cash Equivalents - Beginning of Year	$	10,915,590		$	3,638,673
Cash & Cash Equivalents - End of Year	$	8,021,212		$	2,345,164
Supplementary cash flow information
Interest received	$	33,166		$	94,653
Interest paid		60,467			43,617
Income tax paid		-			16,865

See accompanying notes to financial statements and accountant’s report

6

SINO GAS INTERNATIONAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007

1.ORGANIZATION AND PRINCIPAL ACTIVITIES

Sino Gas International Holdings, Inc. (“the Company”) was incorporated under the laws of the State of Utah on August 19, 1983 as Evica Resources, Inc. The Company changed its name to American Arms, Inc. on April 5, 1984, and then changed its name to Dolce Ventures, Inc. on May 21, 2002, and ultimate changed its name to Sino Gas International Holdings, Inc. on November 17, 2006.

On September 7, 2006, the Company underwent a reverse-merger with Gas Investment China Ltd. (“GIC”), an International Business Company incorporated in the British Virgin Islands, and its wholly-owned subsidiaries, involving an exchange of shares whereby the Company issued an aggregate of 14,361,646 shares to the shareholders of GIC in exchange for all of the issued and outstanding shares of GIC. For financial reporting purposes, this transaction is classified as a recapitalization of Sino Gas International Holdings, Inc. (Legal acquirer, accounting acquiree) and the historical financial statements of Gas Investment China Co. Ltd. (Legal acquiree, accounting acquirer)

The Company is a natural gas services operator, principally engaging in the investment, operation and management of city gas pipeline infrastructure, in the distribution of natural gas to residential and industrial users, in the construction and operation gas stations, and in the development and application of natural gas related technologies. The Company owns and operates 24 natural gas distribution systems serving approximately 87,500 residential and five commercial and industrial customers. The Company’s facilities include approximately 700 kilometers of pipeline and delivery networks (including delivery trucks) with a designed daily capacity of approximately 70,000 cubic meters of natural gas.

The common stock of the Company is currently quoted on the National Association of Securities Dealers' Over-the-Counter Bulletin Board under the symbol “SGAS”.

Basis of Presentation and Organization

The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

This basis of accounting differs in certain material respects from that used for the preparation of the books of account of the Company’s principal subsidiaries, which are prepared in accordance with the accounting principles and the relevant financial regulations applicable to enterprises with limited liabilities established in the PRC (“PRC GAAP”) or in the accounting standards used in the places of their domicile. The accompanying consolidated financial statements reflect necessary adjustments not recorded in the books of account of the Company’s subsidiaries to present them in conformity with US GAAP.

7

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)   Method of Accounting

The Company maintains its general ledger and journals with the accrual method accounting for financial reporting purposes. The financial statements and notes are representations of management. Accounting policies adopted by the Company conform to generally accepted accounting principles in the United States of America and have been consistently applied in the presentation of financial statements, which are compiled on the accrual basis of accounting.

(b)   Use of estimates

The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America 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 periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.

(c)   Economic and political risks

The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy.

The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

(d)   Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries (“the Group”). Significant inter-company transactions have been eliminated in consolidation. Investments in which the company has a 20 percent to 50 percent voting interest and where the company exercises significant influence over the investor are accounted for using the equity method.

8

The Company owned its subsidiaries soon after its inception and continued to acquire and own the equity interests throughout the reporting periods. The following table depicts the identities of the consolidating subsidiaries as of March 31, 2008 and December 31, 2007 (whichever applicable 2007).

Name of Company	Place of  Incorporation		Date of  Incorporation		Beneficiary  interest %		Equity Interest %		Registered Capital
	The British
GAS Investment China Co., Ltd.		Virgin Islands		6/19/2003		100		100		USD 10,000,000
		The British
Sino Gas Construction Limited		Virgin Islands		1/9/2007		100		100		USD 50,000
Sino Gas Investment Development Limited		The British Virgin Islands		1/9/2007		100		100		USD 50,000
Beijing Zhong Ran Wei Ye Gas Co., Ltd		PRC		8/29/2001		100		100		RMB 150,000,000
Peixian Weiye Gas Co., Ltd		PRC		8/22/2005		100		90		RMB 5,000,000
Sihong Weiye Gas Co., Ltd		PRC		12/3/2004		100		95		RMB 10,000,000
Wuhe Weiye Gas Co., Ltd		PRC		1/30/2007		100		100		RMB 3,000,000
Changli Weiye Gas Co., Ltd		PRC		12/8/2006		100		100		RMB 3,000,000
Yutian Zhongran Weiye Gas Co., Ltd		PRC		12/19/2003		100		90		RMB 3,000,000
Yuxian Jinli Gas Co., Ltd		PRC		11/8/2005		100		100		RMB 9,500,000
Zhangjiakou City Xiahuayuan Jinli Gas Co., Ltd.		PRC		9/30/2005		100		100		RMB 2,000,000
Wuqiao Gas Co., Ltd		PRC		6/30/2004		100		95		RMB 2,000,000

9

Jinzhou Weiye Gas Co., Ltd	PRC	7/19/2004	100	95	RMB 5,000,000
Shenzhou Weiye Gas Co., Ltd	PRC	12/23/2005	100	95	RMB 3,000,000
Ningjin Weiye Gas Co., Ltd	PRC	12/3/2003	100	95	RMB 3,000,000
Linzhang Weiye Gas Co., Ltd	PRC	7/6/2005	100	85	RMB 1,000,000
Hengshui Weiye Gas Co., Ltd	PRC	12/20/2005	100	100	RMB 3,000,000
Longyao Zhongran Weiye Gas Co., Ltd	PRC	10/13/2005	100	95	RMB 3,000,000
		9
Xingtang Weiye Gas Co., Ltd	PRC	2/18/2004	100	95	RMB 3,000,000
Gucheng Weiye Gas Co., Ltd	PRC	3/21/2007	100	100	RMB 3,000,000
Langfang Development Region Weiye dangerous Goods Transportation Co., Ltd	PRC	3/22/2005	100	95	RMB  1,000,000
Beijing Chenguang Gas Ltd.	PRC	10/30/2002	100	100	RMB 20,000,000
Xinji Zhongchen Gas Co., Ltd	PRC	2/7/2007	100	100	RMB 3,000,000
Shijiazhuang Chenguang Gas Co., Ltd	PRC	6/14/2007	100	100	RMB 2,000,000
Luquan Chenguang Gas Co., Ltd	PRC	4/27/2007	100	100	RMB 2,000,000
Chenan Chenguang Gas Co., Ltd	PRC	1/23/2007	100	100	RMB 1,500,000
Nangong Weiye Gas Co., Ltd	PRC	6/25/2007	100	100	RMB 3,000,000
Sishui Weiye Gas Co., Ltd	PRC	12/22/2004	100	95	RMB 3,000,000

10

Guannan Weiye Gas Co., Ltd	PRC	6/19/2003	100	100	RMB 9,510,000
Sixian Weiye Gas Co., Ltd	PRC	9/3/2007	100	100	RMB 3,000,000
Baishan Weiye Gas Co., Ltd	PRC	7/13/1007	100	100	RMB 15,000,000

(e)   Cash and Cash Equivalents

The Company considers all cash and other highly liquid investments with initial maturities of three months or less to be cash equivalents.

(f)   Accounts and Other Receivable

Accounts and other receivable are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts, as needed. The Company extends unsecured credit to customers in the normal course of business and does not accrue interest on trade accounts receivable.

(g)   Advances to Suppliers

Advances to suppliers represent the cash paid in advance for purchasing raw materials. The advances to suppliers are interest free and unsecured.

(h)   Investments in Equity Securities

The equity method of accounting was used to account for the Company’s investment in equity securities for which the Company did not have controlling equity interest. Non controlling equity interest for the Company is typically a position of less than 50% beneficial ownership.

The consolidated statement of income includes the Company's share of the post-acquisition results of the investment’s performance for the year. In the consolidated balance sheet, investments in equity securities are stated at the Company's share of the net assets of the investments plus any potential premium, or less discounts paid at the time of acquisition, and less any identified impairment loss.

Beijing Zhongran Xiangke Oil Gas Technology Co. Ltd is the Company’s 40% owned investment and is principally engaged in sale of compressed natural gas to domestic households and industrial firms around the suburbs of Beijing as well as the suburban areas of the Hebei Province and Tianjin.

11

Name of  Associate  Company	Place  of  Registration	Form of  Business  Structure	Registered  Capital	Nominal  Value of  Registered  Capital	Principal  Activities
Beijing Zhongran Xiangke Oil Gas Technology Co. Ltd	PRC	Sino foreign equity  joint venture	RMB 20,000,000	40	Trading of natural  gas and gas pipeline  construction

The Company did not record any goodwill when it acquired its equity position in Xiangke. Accordingly, in accordance with SFAS 142, the Company has not taken an amortization expense of goodwill during the time it has carried a 40% stake in Xiangke.

(i)   Accounting for the Impairment of Long-Lived Assets

The long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Determination of recoverability of assets to be held and used is by comparing the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

During the reporting periods, there was no impairment loss.

(j)   Plant and Equipment

Plant and equipment, other than construction in progress, are stated at cost less depreciation and amortization and accumulated impairment loss.

Plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the plant and equipment are as follows:

Gas Pipelines	25 years
Motor Vehicles	10 years
Machinery & Equipment	20 years
Buildings	25 years
Leasehold Improvements	25 years
Office Equipment	8 years

12

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income. The cost of maintenance and repairs is charged to income as incurred, whereas significant renewals and betterments are capitalized.

(k)   Intangible Assets

Intangible assets, are stated at cost less amortization and accumulated impairment loss. Amortization is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the intangibles are as follows:

Land use rights	40 - 50 years
Franchises	30 years
Other intangibles	3 years

(l)   Construction in Progress

Construction in progress represents the cost of constructing pipelines and is stated at cost. Costs comprise direct and indirect incremental costs of acquisition or construction. Completed items are transferred from construction in progress to the gas pipelines of fixed assets when they are ready for their intended use. The major cost of construction relates to construction materials, direct labor wages and other overhead. Construction of pipeline, through which to distribute natural gas, is one of the Group’s principal businesses. The Group builds city main pipeline network and branch pipeline network to make gas connection to resident users, industrial, and commercial users, with the objective of generating revenue on gas connection and gas usage fees collected from these customers. As of March 31, 2008, the pipelines under construction include mainly the projects in Beijing. These projects, once completed, will significantly increase the gas supply capacity.

(m)   Unearned Revenue

Unearned revenue represents prepayments by customers for gas purchases and advance payments on construction and installation of pipeline contracts. The Company records such prepayment as unearned revenue when the payments are received.

(n)   Financial Instruments

The carrying amounts of all financial instruments approximate fair value. The carrying amounts of cash, accounts receivable, accounts payable and accrued liabilities approximate fair value due to the short-term nature of these items. The carrying amounts of borrowings approximate the fair value based on the Company’s expected borrowing rate for debt with similar remaining maturities and comparable risk.

13

(o)   Foreign Currency Translation

The accompanying consolidated financial statements are presented in United States dollars. The functional currency of the Company is the Renminbi (RMB). The consolidated financial statements are translated into United States dollars from RMB at March 31, 2008 exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

	3/31/2008		12/31/2007
Years end RMB : US$ exchange rate		7.0222		7.3141
Average yearly RMB : US$ exchange rate		7.1757		7.6172

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.

(p)   Revenue Recognition

Revenue is recognized when services are rendered to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

Net sales consist of gas and connection fee revenue. Cost of sales include gas and connection cost.

Gas connection revenue is recognized when the outcome of a contract can be estimated reliably and the stage of completion at the balance sheet date can be measured reliably.

Sales of natural gas are recognized when goods are delivered and title has passed.

(q)   Investment Income

Investment income represents the Group’s share of post-acquisition results of its investment in equity securities for the year.

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(r)   Income Taxes

Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2007, there was no significant book to tax differences.

Pursuant to the tax laws of PRC, general enterprises are subject to income tax at an effective rate of 33%. Beijing Gas is in the natural gas industry whose development is encouraged by the government. According to the income tax regulation, any company engaged in the natural gas industry enjoys a favorable tax rate. Also, Beijing Gas is exempt from corporate income tax for its first two years and is then entitled to a 50% tax reduction for the succeeding three years. The Company’s first profitable tax year was 2003. Accordingly, the Company’s income is subject to a reduced tax rate of 7.5%. From 2008 onwards, the Company’s income is subject to a reduced tax rate of 9%. Subsidiaries of Beijing Gas are subject to the effective rate of 25%.

(s)   Advertising

The Group expensed all advertising costs as incurred

(t)   Concentration of Credit Risk

Concentration of credit risk is limited to accounts receivable and is subject to the financial conditions of major customers. The Company does not require collateral or other security to support accounts receivable. The Company conducts periodic reviews of its clients’ financial condition and customers’ payment practices to minimize collection risk on accounts receivable.

(u)   Retirement Benefits

Retirement benefits in the form of contributions under defined contribution retirement plans to the relevant authorities are charged to the statements of income as incurred.

(v)   Statutory Reserves

As stipulated by the Company Law of the People's Republic of China (PRC) as applicable to Chinese companies with foreign ownership, net income after taxation can only be distributed as dividends after appropriation has been made for the following:

i.   Making up cumulative prior years' losses, if any;

ii.   Allocations to the "Statutory surplus reserve" of at least 10% of income after tax, as determined under PRC accounting rules and regulations, until the fund amounts to 50% of the Company's registered capital;

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iii.   Allocations to the discretionary surplus reserve, if approved in the shareholders' general meeting.

(w)   Statement of Cash Flows

In accordance with Statement of SFAS 95, “Statement of Cash Flows”, cash flows from the Company’s operations is calculated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet.

(x)   Comprehensive Income

Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other consolidated financial statements. The Company’s current component of other comprehensive income is the foreign currency translation adjustment.

(y)   Recent Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board issued FASB Statement No. 141 (Revised 2007), Business Combinations (“SFAS 141R”). SFAS 141R provides additional guidance on improving the relevance, representational faithfulness, and comparability of the financial information that a reporting entity provides in its financial reports about a business combination and its effects. This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company believes there will be no material impact on its financial statements upon adoption of this standard.

In December 2007, the Financial Accounting Standards Board issued FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51 (“SFAS 160”). SFAS 160 amends ARB No. 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This Statement is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company believes there will be no material impact on its financial statements upon adoption of this standard.

(Z) Earnings Per Share

Basic earnings per share is computed on the basis of the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed on the basis of the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method for warrants and the as-if method for convertible securities. Dilutive potential common shares include outstanding warrants, and convertible preferred stock.

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3. RESTRICTED CASH

Restricted Cash represents compensating balances held at banks to partially secure banking facilities in the form of loans and notes payable. The imposed restrictions dictate that funds cannot be withdrawn when there are outstanding loans and notes payable, and the funds are only allowed to be used to settle bank indebtedness. The funds deposited as compensating balances are interest bearing. The amount of cash restricted varies based on the Bank’s credit policy at the time that the Company requests for increase or extension of credit facilities.

4. ACCOUNTS RECEIVABLE

For natural gas sales, it is due when the gas is sold. Normally, most of them are settled by prepayments from the customers.

In general for construction projects, deposits of 30% of total contract sum are received from client when the project commences. Second payment of 30% is received after the construction is completed for around 6 months. The final sum of the remaining portion normally acts as retention money for quality warranty to the developer. The retention money would be received by the company after the 1 year warranty period.

The phrase "receivables are due within one year of aging" means the receivable that are within one year of aging.

The "amounts are not due within one year" are mostly retention money from construction sales that are based on contracts. The continued demand from the natural gas sales from them also help assure the amount could be collected. No experience of wholly-unsettled accounts receivable in the year March 31, 2008 and December 31, 2007

Trade accounts receivable are recorded at the invoiced amount, net of allowances for doubtful accounts and sales returns. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience, customer specific facts and economic conditions. Bad debt expense is included in the general and administrative expenses.

Outstanding account balances are reviewed individually for collectibles. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. To date, the Company has not charged off any balances as it has yet to exhaust all means of collection. The Company does not have any off-balance-sheet credit exposure to its customers, except for outstanding notes receivable discounted with banks that are subject to recourse for non-payment.

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The credit and billing policy is that, for the residential customer, we collect prepayment from customers; for the industrial customers, we settle the payment based on the contract terms signed, from 10 days to one month; for the construction business, we collect the payment from customer based on the percentage of the construction progress. The risk that business faces from inability to collect account is Operation risk in industrial customers.

Accounts Receivable
	3/31/2008		12/31/2007
Gross accounts receivable	$	6,193,385	$	7,352,013
Allowance for bad debt		30,967		(36,760	)
Net accounts receivable	$	6,162,418	$	7,315,253

Allowance for Bad Debt
	3/31/2008			12/31/2007
Beginning balance	$	36,760		$	32,838
Addition		19,939			26,909
Less - write off		(25,732	)		(22,987	)
Ending balance	$	30,967		$	36,760

Accounts Receivable Aging Report
	3/31/2008		12/31/2007
30 Days	$	4,681,398	$	5,557,172
30-60 Days		1,021,345		1,212,413
60-90 Days		23,157		8,747
90-180 Days		171,660		-
180-360 Days		257,490		27,489
>360 Days		7,369		509,433
Total	$	6,162,418	$	7,315,254

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The followings are the largest ten accounts receivable as of March 31, 2008
Peixian jiangnan development Co., Ltd	$	290,507
Beijing xuancheng Construction Co., Ltd		297,881
Jiangshu honghu farm Co., Ltd		301,558
Sihong jinwan construction Co., Ltd		323,545
Xuzhou shenyuan real property Co., Ltd		351,048
Guannan construction Co., Ltd		359,716
Lianyun port development Co., Ltd		372,533
Huabei oil management machine Co., Ltd		412,549
Shanghai datun energy Co., Ltd		604,771
Hebei zhonggang stell development Co., Ltd		892,056
Total	$	4,206,165

5. OTHER RECEIVABLES

The followings are the ten largest other receivables as of March 31, 2008

Other receivables
	3/31/2008
Beijing yanfang construction Co., Ltd.	$	15,434
Xisanzhuang Co., Ltd.		21,423
Shenzhen shenqi investment Co., Ltd.		23,732
Peixuan construction service department		28,481
Beijing zhongshi investment Co., Ltd.		42,722
Shangjianzhong		327,533
China gas investment Co., Ltd.		333,939
Tianjin feite zhixun service Co., Ltd.		356,014
Baishan zhaiwu service Co., Ltd.		1,968,852
Baoding city management Co., Ltd.		4,272,165
Total	$	7,390,295

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6.PROPERTY, PLANT AND EQUIPMENT

Property, Plant and Equipment consist of the following as of March 31, 2008 and December 31, 2007

	03/31/08			12/31/07
At Cost
Gas Pipelines	$	20,925,765		$	18,885,734
Motor Vehicles		5,351,869			4,874,685
Machinery & Equipment		867,089			885,997
Buildings		1,748,881			1,405,638
Leasehold Improvements		72,036			68,942
Office Equipment		181,345			105,336
Total	$	29,146,985		$	26,226,336
Less: Accumulated Depreciation		(2,294,018	)		(1,653,771	)
Property, Plant and Equipment, net	$	26,852,967		$	24,572,565

	03/31/08		12/31/07
Accumulated Depreciation
Gas Pipelines	$	1,074,075	$	591,419
Motor Vehicles		821,796		687,354
Machinery & Equipment		170,595		161,703
Buildings		131,312		128,514
Leasehold Improvements		38,269		34,070
Office Equipment		57,971		50,711
Total	$	2,294,018	$	1,653,771

Depreciation expense included in the consolidated statements of income for the period ended March 31, 2008 was $640,247.

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7.INTANGIBLE ASSETS

Intangible assets consist of the following as of March 31, 2008 and December 31, 2007

	03/31/08			12/31/07
At Cost
Land use rights	$	471,747		$	452,345
Franchises		384,495			359,464
Goodwill		1,627,140			1,562,202
Other		13,813			9,563
Total	$	2,497,195		$	2,383,574
Less: Accumulated Amortization		(384,857	)		(355,324	)
Intangible Assets, net	$	2,112,338		$	2,028,250

The Group operates as a local natural gas distributor in a city or county, known as an operation location, under an exclusive franchise agreement between the Group and the local government or entities in charge of gas utility. Franchises are the rights to develop sites in Anping and Jinzhou in China. They are stated at cost less accumulated depreciation.

8. SHORT-TERM BANK LOANS

Short-term bank loans are as follows:

	3/31/2008		12/31/2007
Loans from China Renmin Bank Co.,Ltd. Interest rate at 7.22% per annual plus 10% fluctuation market rate	$	2,848,110	$	2,734,444
Loans from Huashang Bank Co., Ltd.		4,272,165		-
Total	$	7,120,276	$	2,734,444

Interest expenses for the short-term bank loans were $57,877 and $55,405 for the three months ended March 31, 2008, and the twelve months ended December 31, 2007.

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9.OTHER PAYABLES

Other payables at March 31, 2008 and December 31, 2007 consist of the following:

	3/31/2008		12/31/2007
Employees’ welfare payables	$	218,637	$	176,236
Amount due to employees		30,061		150,711
Tax payable		243,439		922,620
Other Payable		9,223,522		9,134,091
Total	$	9,715,659	$	10,383,657

All the amounts due to employees are unsecured, interest free, and have no fixed repayment terms.

The followings are the ten largest other payables as of March 31, 2008

Beijing chengguang Co., Ltd.	$	19,833
Caiyou erchuang transportation Co.		25,674
Education department Co., Ltd.		38,528
Labor union department		60,757
Heshuchun		71,203
Beijing qianshi technology development Co.		78,602
Social insurance Co., Ltd.		117,263
Employee training program Co., Ltd.		411,860
Chenguang weizhong consultant Co., Ltd.		427,217
Baishan natural gas Co., Ltd		4,010,447
Total	$	5,261,384

10.    CAPITAL STOCK

The authorized capital stock consists of (i) 250,000,000 shares of common stock, par value $0.001 per share, of which there are 25,282,380 shares issued and outstanding, and (ii) 100,000,000 shares of preferred stock, par value $0.001 per share. The preferred stock consists of (i) series A convertible preferred stock, of which 20,000,000 shares have been authorized and 275,111 shares are issued and outstanding; and (ii) series B convertible preferred stock, of which 5,000,000 shares have been authorized and 4,971,859 shares are issued and outstanding.

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The following is a summary of the material terms of its capital stock. This summary is subject to and qualified in its entirety by its Articles of Incorporation, as amended and corrected, certificates of designations for its series A and series B convertible preferred stock, its by-laws and by the applicable provisions of Utah law.

Common Stock

The Company is authorized to issue 250,000,000 shares of common stock, with a par value of $0.001. There are 25,282,380 shares of common stock issued and outstanding as of March 31, 2008. All shares of common stock have one vote per share on all matters including election of directors, without provision for cumulative voting. The common stock is not redeemable and has no conversion or preemptive rights. The common stock currently outstanding is validly issued, fully paid and non-assessable. In the event of liquidation of the company, the holders of common stock will share equally in any balance of the company's assets available for distribution to them after satisfaction of creditors and preferred shareholders, if any. The holders of common stock are entitled to equal dividends and distributions per share with respect to the common stock when, as and if, declared by the board of directors from funds legally available.

Preferred Stock

In addition to the 250,000,000 shares of common stock, The Company is authorized to issue 100,000,000 shares of preferred stock, with a par value of $0.001 per share. Shares of the preferred stock may be issued from time to time in one or more classes or series, each of which class or series shall have such distinctive designation or title as shall be fixed by the board of directors prior to the issuance.

On August 30, 2006, the Company’s board of directors designated 20,000,000 shares of its authorized $0.001 par value per share preferred stock as series A convertible preferred stock and 5,000,000 shares of its preferred stock as series B convertible preferred stock. On August 31, 2006, the Company filed certificates of designations for the series A and series B convertible preferred stock with the Office of the Secretary of State of Utah. On September 6, 2006, the board of directors amended the designations of the Series B convertible preferred stock and the Company filed an amended certificate of designations for the Series B convertible preferred stock with the Office of the Secretary of State of Utah. The board of directors created the series A convertible preferred stock to allow the Company to consummate the share exchange transaction with the Gas (BVI) Shareholders and the series B convertible preferred stock in connection with its private financing transactions, although the Company does not have sufficient unissued authorized common stock to allow for a complete conversion. Each of the shares of series A convertible preferred stock was automatically converted into one share of its common stock upon the effectiveness of its reverse stock-split on November 17, 2006. Therefore, as of December 31, 2006, the Company has no shares of series A convertible preferred stock issued and outstanding.

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Conversion

The Company issued 14,361,646 of its common shares upon the automatic conversion of its series A convertible preferred shares after the 304.44-for-1 reverse stock-split on November 17, 2006. The Company no longer has any series A convertible preferred shares outstanding.

Each share of the series B convertible preferred stock will become convertible into common stock, at the option of its holder after the 304.44-for-1 reverse stock-split, based on the then applicable conversion rate, which is initially one share of series B convertible preferred stock for one share of common stock.

Total Capitalization

The Following table depicts an analysis of total capitalization for the issuance of Preferred Stock A, Preferred Stock B, Common Stock, and the related additional Paid in Capital as of March 31, 2008:

	Preferred Stock A				Preferred Stock B				Common Stock
Name of Shareholder	Number of  Shares  Outstanding		Capital		Number of  Shares  Outstanding		Capital		Number of  Shares  Outstanding		Capital		Additional  Paid in Capital			% of Equity Holdings
Private Investor		275,111		275		-		-		-		-		1,210,213			0.90	%
Investor Relations firm		-		-		4,971,859		4,972		-		-		6,994,270			16.29	%
Management / Insider		-		-		-		-		12,653,661		12,654		4,252,959			41.45	%
Investor - 1st Round Raising		-		-		-		-		5,628,722		5,629		2,997,371			18.44	%
Less : Cost of Stock Issurance		-		-		-		-		-		-		(412,241	)		-
Investor - 2nd Round Raising		-		-		-		-		6,999,997		7,000		15,743,000			22.93	%
Less : Cost of Stock Issurance		-		-		-		-		-		-		(1,957,133	)		-
Beneficial Conversion Feature		-		-		-		-		-		-		6,418,864			-
		275,111		275		4,971,859		4,972		25,282,380		25,283		35,247,303			100.00	%

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11.SEGMENT INFORMATION

The Company has contracted with customers usually in two revenue segments altogether, one is for the construction and installation of gas facilities and another one is the subsequent sales of gas to that customers through the gas facilities the Company constructs. However, the respective gas facilities contracts and gas supply contracts have separately provided for the basis of revenue recognition and distinctive from each other for the relevant cost-and-revenue to be incurred and hence separate calculation and subsequent payment of fees for respective business without any interdependence on each other in this respect.

For management purposes, the company is currently organized into two major operating divisions - gas pipeline construction (installation of gas facilities) and sales of piped gas. These principal operating activities are the basis on which the Company reports its primary segment information.

3/31/2008 Balance Sheet Segment Report
	Gas Distribution		Gas pipeline  Installation		Others		Total
Assets
Current Assets	$	14,147,456	$	4,688,771	$	8,201,877	$	27,038,104
Non-Current Assets		11,194,047		33,305,354		-		44,499,401
Total Assets	$	25,341,504	$	37,994,124	$	8,201,877	$	71,537,505
Liabilities
Current Liabilities		1,604,946		17,175,131		155,709		18,935,786
Total Liabilities	$	1,604,946	$	17,175,131	$	155,709	$	18,935,786
Net Assets	$	23,736,558	$	20,818,993	$	8,046,168	$	52,601,719

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3/31/2008 Income Statement Segment Report
	Gas Distribution			Gas pipeline  Installation			Others			Total
Sales Revenue	$	2,987,419		$	1,354,697		$	-		$	4,342,116
Cost of Revenue		(2,545,638	)		(429,834	)		-			(2,975,472	)
Gross Profit		441,781			924,863			-			1,366,644
Operating Expense		(232,194	)		(493,412	)		(289,548	)		(1,015,154	)
Other Income		(18,061	)		(38,380	)		28,295			(28,146	)
Earnings before tax		191,526			393,071			(261,253	)		323,344
Income tax		(55,685	)		(118,332	)		-			(174,017	)
Net Income	$	135,841		$	274,739		$	(261,253	)	$	149,327

Balance Sheet Segment Report
As of December 31, 2007
	Gas Distribution		Gas pipeline  Installation		Others		Total
Assets
Current Assets		11,509,765		3,814,583		7,866,957		23,191,305
Non-Current Assets		10,606,803		31,558,142		-		42,164,945
Total Assets		22,116,568		35,372,725		7,866,957		65,356,250
Liabilities
Current Liabilities		1,228,727		13,149,074		131,843		14,509,644
Total Liabilities		1,228,727		13,149,074		131,843		14,509,644
Net Assets		20,887,841		22,223,651		7,735,114		50,846,606

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Statement of Income Segment Report
For the three months ended March 31, 2007
	Gas Distribution			Gas pipeline  Installation			Others		Total
Sales Revenue	$	1,822,891		$	615,336			-	$	2,438,227
Cost of Revenue		(1,713,412	)		(124,218	)		-		(1,837,630	)
Gross Profit		109,479			491,118			-		600,597
Operating Expense		(89,563	)		(408,009	)		-		(497,572	)
Other Income		23,963			5,260			-		29,223
Earnings before tax		23,805			108,443			-		132,248
Income tax		(3,036	)		(13,829	)		-		(16,865	)
Net Income	$	20,769		$	94,614		$	-	$	115,383

The Company's operations are located in the PRC. All revenue is from customers in the PRC. All of the Company’s assets are located in the PRC. Sales of piped gas and gas pipeline construction are carried out in the PRC. Accordingly, no analysis of the Company's sales and assets by geographical market is presented.

No other measures of segment profit or loss and assets have been provided or reviewed by the company's chief operating decision maker.

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Item 2.Management’s Discussion and Analysis

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes to those financial statements appearing elsewhere in this Form 10-Q. This discussion contains forward-looking statements that involve significant risks and uncertainties. As a result of many factors, such as those set forth elsewhere in this Form 10-Q, our actual results may differ materially from those anticipated in these forward-looking statements.

Economic & Industrial Trend

We generate revenue from two sources: connection fees for constructing connections to our natural gas distribution network, and sales of natural gas. Our connection activities are closely related to the development of real estate industry in our targeting cities in China, given the fact that almost all of our connection fees are from new residential apartments. Natural gas facilities in new apartments are often required by local governments, who aim to promote the use of natural gas to improve local residents’ life quality.

We have experienced high growth of our connection activities since inception of our business, thanks to Chinese real estate boom in the past five years. We see no major factors that will change the trend of real estate industry in the coming year. Therefore we expect to continue to see growth of household connections, especially in small-to-medium sized cities where the real estate market is at an early developing stage.

If Chinese real estate market does slow down in the future, our connection business would be negatively affected as a result of fewer new household connections.

Our gas users are composed of industrial and residential users. Gas sales from residential users are much less affected by economic and industrial factors and would maintain stable growth in the future, due to the increasing pool of our residential customers. Gas sales from industrial users is subject to the operating performance of the end industrial user and development of new users. Gas sales to our industrial users have increased 70% during 2007, as we developed one new user and two of our existing users have expanded their production capacity. Our biggest industrial user, Hebei Zhong Gang Co. Ltd, is increasing production capacity, which is expected to increase our daily gas sales from 30,000 cubic meters to 45,000 cubic meters in 2008. As we develop into more cities, we expect to add one to two industrial users in the coming year.

Material Opportunities

The gas distribution market is quite fragmented in the small (population less than 100,000)-to-medium (population between 100,000 to 300,000) sized cities. We have been in active talks with potential project targets. The size of the projects varies from small cities, like the ones we have, to medium-sized cities. For small city markets, many of them are still untapped or undeveloped. The development of these markets are generally considered major growth components of the company.

Regarding medium-sized or large cities, most of them have already been developed by large distributors or are still operated by state-owned companies. Acquisition opportunities exist for those still run by state-owned companies, as the central government encourages suppliers to turn them into privately-owned companies. The acquisition of these markets would have material impact on the company, increasing the company’s assets and revenues significantly. The company needs to raise money to fund these acquisitions.

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Material Challenges

There are vast number of small-to-medium sized cities left undeveloped, but the competition is intense, as there are many small new players in the market attracted by the profitability and growth potential of the business. Meanwhile, from time to time, we are also facing competitions from stronger competitors, as large city markets are getting saturated and our competitors are beginning to expand into smaller cities.

We are facing limited opportunities in developing into first-tier cities in China, as most of them have already been taken by other large gas distributors, such as Xin’ao Gas Co. Ltd (largest in China) in the past decade.

Still, potential users in small and medium-sized cities need to be educated by the benefits of natural gas. It takes some time for them to get to know how natural gas can improve the quality of life. This is especially true for new markets, where there is no use of natural gas. Small cities tend to be more reluctant for use of new energies than large cities where residents depend more on coal, rather than natural gas.

China’s energy market is highly regulated by the government, with regard to purchase price and sale price of natural gas. Whenever there is an adjustment to purchase price by the government, gas distributors would increase the sale price correspondingly, subject to a public hearing and government approval. The increase of natural gas price in China is lagging behind that in the international markets, which has soared in the past year. The Chinese government has seldom adjusted natural gas and we can not rule out the possibilities of increase of natural gas price by the government in the future. Even though we can adjust the sale price accordingly after the increase of purchase price, passing the increase to end users. However, it would make natural gas more expensive, as compared to other alternative energies. Thus this increase of price will deter our business development.

Risks in Short-Term and Long-Term

In each of the cities we are developing and aiming to develop, the real estate market is the major factor that impacts us. Most of our residential customers are the new home buyers. If the real estate market turns downward, the demands for new homes would decrease, resulting in fewer natural gas connections, and thus negatively impacting our business.

To reduce the company’s heavy dependence on connection fees, the company is looking at opportunities to diversify its business by expanding into related areas, such as pipeline and gas station business. However, we do not expect to develop into those areas in large scale any time soon and it may take some time for those business to become our major business.

Liquidity and Capital Resources

Natural gas distribution is a typical capital-intensive industry, which requires a large amount of capital for the construction of pipelines and gas stations, purchase of transportation vehicles etc. while the investment would be paid back in the following year with increasing new household connections. Under the organic growth model (growth by the Company without outside funding), the Company can develop new city projects by using the money generated from existing cities. The Company would be constrained by inadequate capital when developing into bigger cities or making Merger &Acquisition activities, under which situation the company needs to raise money to finance its business expansion. 

Three Months Ended March 31, 2008 Compared to Three Months Ended Mar 31, 2007

During the three months ended March 31, 2008, our company achieved strong increases in financial and operational results. Our net revenues and gross profit were $4,342,117 and $1,366,645, respectively, representing an increase of 78.09% and 127.55%, respectively, from those of the same period in the previous year. Our operating income in 2008 was $351,490, representing an increase of 241.17% from 2007.

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	For the 3 months ended March 31,
	2008			2007			Change
	US$			US$%
Net Revenues		4,342,117			2,438,227			78.09	%
Gross Profit		1,366,645			600,597			127.55	%
Operating Income		351,490			103,025			241.17	%
Net Income		149,327			115,383			29.42	%
Gross Margin		3.15	%		24.63	%
Net Margin		3.44	%		4.73	%

Net Revenues

We generate revenues from two sources: connection fees for constructing connections to our natural gas distribution network, and sales of natural gas.

Total net revenues for the three months ended March 31, 2008 were $4,342,117, compared to $2,438,227 for the same period in 2007, representing an increase of 78.09%. The increase was due to new customers’ connecting to our gas distribution network and new customers’ purchasing our natural gas. During this period, we connected 4,590 new residential households to our gas distribution network, resulting in total connection fees of $1,345,698. Gas sales during the same period amounted to 9.45 million cubic meters, or $2,987,419. In comparison, we connected 2,260 new residential households to our gas distribution network in 2007, resulting in total connection fees of $615,336. Gas sales during the period amounted to 6.32 million cubic meters, or $1,822,891.

	For the 3 months ended December 31,
	2008					2007					Change
(In $ million)	US$		%			US$		%			%
Net Revenues		4.34		100	%		2.44		100	%		78.09	%
Connection Fees		1.35		31	%		0.62		25	%		120.16	%
Gas Sales		2.99		69	%		1.82		75	%		63.88	%

Connection Fees

Connection fees during the three months ended March 31, 2008 were $1.35 million, representing an increase of 120.16% over the same period of 2007, accounting for 31% of the total net revenue compared with approximately 25% for the same period in 2007. With regard to the source of connection fees, 100% of total connection fees came from the development of new residential users. We connected 4,590 residential users during the three months ended March 31, 2008, an increase of approximately 120.16% from 2007. 

	For the 3 months ended March 31,
(in US$ millions)	2008					2007					Change
	US$		%			US$		%			%
Connection Fees		1.35		100	%		0.62		100	%		120.16	%
Residential Users		1.35		100	%		0.62		100	%		120.16	%
Industrial Users		0.00		0	%		0.00		0	%		0	%

Such substantial increase was primarily attributable to the following two aspects.

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First of all, we tried our best to develop more residential customers in those cities of which we have obtained franchise of natural gas distribution systems. Our invested projects in the three months ended March 31, 2008 connected 4050 new residential households in the three months ended March 31, 2008, resulting in approximately $1,208,600 to our total connection fees. In comparison, during the same period of 2007, we connected 1,125 new residential households to our gas distribution network, resulting in total connection fees of $615,336.

Secondly, Quality projects merger was judged to be another important factor in our good performance. Beijing Chenguang Gas Co., Ltd. (“Beijing Chenguang”), acquired in January 2007, connected 540 new residential households in the three months ended March 31, 2008, resulting in approximately $0.146 million to our total connection fees. 

The table below is a breakdown of our top five customers by connection fees:

Customers	Connection Fees: ($ million)
Beijing Xinchengyuanjing Real Estate Development Co. Ltd		0.2748
Tangshan Shunda Real Estate Development Co.		0.2776
Zaoqiang Taihe Real Estate Development Co.		0.223
Baishan Jiacheng Real Estate Development Co.		0.0557
Su Qian Run Cheng Development Co., Ltd.		0.0418

Due to seasonality effects, the first quarter is usually a weak season for gas distribution companies in China in terms of recognition of revenue from connection fees. Construction projects are stopped because of cold weather and the Chinese New Year holiday. New construction projects are begun only in the latter part of the quarter, and only a small portion of connection fees are achieved in this quarter.

Gas Sales

In terms of volume, we sold 9.45 million cubic meters of natural gas during the three months ended March 31, 2008, compared with 6.32 million cubic meters in 2007. In terms of value, gas sales were $2.99 million during the three months ended March 31, 2008, accounting for 69% of total net revenue in 2008, representing an increase of 63.88% over the year 2007. Gas sales to residential increased 16.51% from $0.55 million in 2007 to $0.64 million in 2008. Gas sales to industrial users increased 100.25%, from $0.44 million in 2007 to $0.89 million in 2008. Gas sales to commercial users increased 75.70%, from $0.83 million in 2007 to $1.47 million in 2008.

	For the 3 months ended March 31,
	2008					2007					Change
($ million)	US$		%			US$		%			%
Gas Sales		2.99		100	%		1.82		100	%		63.88	%
Residential Users		0.64		22	%		0.55		25	%		16.51	%
Industrial Users		0.89		36	%		0.44		24	%		100.25	%
Commercial Users		1.47		42	%		0.83		50	%		75.70	%

Such substantial increase was primarily attributable to the following two aspects.

First of all, our invested projects maintained steady and rapid development. During the three months ended March 31, 2008, 4.3299 million cubic meters of gas were sold, resulting in approximately $1.504 million, 74.76% of our total gas sales. In comparison, during the same period of last year, 6.22 million cubic meters of gas were sold, resulting in approximately $1.8 million.

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Secondly, Quality projects merger was judged to be another important factor in our good performance. Beijing Chenguang Gas Co., Ltd. (“Beijing Chenguang”), acquired in January 2007, sold 5.1168 million cubic meters of gas during the three months ended March 31 2008, resulting in approximately $1.4834 million, 49.66% of our total gas sales.

The table below is a breakdown of our major industrial customers for gas consumption in the first quarter of 2008.

Residential Customers	Gas Usage (million cubic meters)		Gas Usage ($ million)
Hebei Zhonggang Steel Co., Ltd.		1.9407		0.6294
Tangshan Changsheng Ceramic Factory		0.1721		0.0541
Elite (Langfang) Textile Corporation		0.0992		0.0298
The First Machine Factory of Huabei Petrol Bureau		0.391		0.128
Hebei Jihengyuan Group Ltd.		0.1021		0.0428

Gas sales of $0.6294 million were contributed by a single industrial project, Hebei Zhonggang Steel Co., Ltd. (“Hebei Zhonggang”), which started to use gas at the beginning of 2006. The gas consumption of Hebei Zhonggang has increased to 1.9407 million cubic meters during the three months ended March 31, 2008 from 1.3 million cubic meters in 2007.

As mentioned above, due to seasonality factors of our business, gas sales accounted for a relatively lower percentage of our total sales, though gas sales in absolute value remained relative stable throughout the year. Sales from industrial users are nearly more than 60% higher than that from residential users, due to much larger consumption of natural gas by industrial users. As our customer base grows, gas sales from residential users would increase gradually.

Cost of Revenues

Cost of revenues for the three months ended March 31, 2008, which includes cost of connection and cost of gas sales was $2.98 million, an increase of 61.92%, from $1.84 million in the same period of 2007.

	For the 3 months ended March 31,
	2008					2007					Change
($ million)	US$		%			US$		%			%
Cost of Revenues		2.98		100	%		1.84		100	%		61.92	%
Connection Cost		0.43		14	%		0.12		7	%		246.03	%
Gas Cost		2.55		86	%		1.71		93	%		48.57	%

Cost of Connection

Our cost of connection during the three months ended March 31, 2008 was $0.43 million, or 14% of total cost of revenues. By comparison, the cost of connection during the same period of 2007 was $0.12 million, or 7% of total cost of revenue.

Cost of connection increased around 246.03% from the same period in 2007, mainly due to the increased cost of gas station maintenance resulting from the development of our gas stations and increase of revenues from connection fees. Increase of revenues from connection fees raised nearly 120% from the same period in 2007.

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Cost of connection includes depreciation of major pipelines, the cost of courtyard pipelines, valves, gas meters, and installation and maintenance fees.

Considering the city's overall planning and the long-term interests of our company, the capacity of the gas pipeline network we designed to distribute gas for a city usually greatly exceeded the number of households we served at the very beginning, which makes the cost of connection, specifically the depreciation of fixed assets and maintenance cost greatly increase. However, with connection of more households to the gas pipeline, the average cost to each household will be gradually reduced.

Cost of Gas Sales

The cost of gas sales increased 48.57% to $2.55 million during the three months ended March 31, 2008 from the same period in 2007, when it was $1.71 million. This increase is largely due to the increase of gas sales which increased 63.86%.

The cost of natural gas sales includes the purchase and transportation of natural gas and depreciation of delivery trucks.

The purchase price that gas distributors pay for natural gas, which is set by the PRC government, is approximately CNY 1.6 to 1.9 ($0.22 to $0.26) per cubic meter. We signed a ten-year gas supply agreement in 2003. It is tentatively prescribed that every year Petro China supplied a total of 10 million cubic meters of natural gas at CNY 1.55 ($0.212) per cubic meter between April 1 and October 31 and CNY 1.65 ($0.226) per cubic meter during the rest of the year. At the beginning of each year in the ten-year contract period, we negotiate with Petro China on the price and supply amount according to market conditions.

The table below details our major gas suppliers in three months ended March 31, 2008:

Gas Supplier	Gas Purchase (million cubic meters)		Gas Purchase ($ million)
North China Oil Field Fourth Oil Extraction Plant of Petro China		1.84		0.41
Tianjin Dagang Oilfield Transportation Co., Ltd.		0.35		0.09
Henan Zhong Yuan Green Energy High-Tech Co., Ltd.		0.15		0.06
Hebei Natural Gas Co. Ltd		0.33		0.07

Gross Profit

Gross income increased from $0.6 million in 2007 to $1.37 million for 2008.

	For the 3 months ended March 31,
	2008					2007					Change
($ million)	US$		%			US$		%			%
Gross Profit		1.37		100	%		0.60		100	%		127.55	%
Connection		0.92		67	%		0.49		82	%		88.52	%
Gas		0.44		33	%		0.11		18	%		303.53	%

During the three months ended Mar 31, 2008, gross profit was $1.37 million, an increase of approximately 127.55% from the same period of 2007. Gross profit from connection fees is $0.92 million for the first three months of 2007, accounting for 67% of total gross profit. In comparison, gross profit from connection fees was $0.49 million for the three months of 2007, accounting for 82% of total gross profit. Gross profit from gas sales was $0.44 million, accounting for 33% of total gross profit, compared to $0.11 million, 18% of total gross profit in the same period of 2007.

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Decrease of gross margin for connection is attributable to the increase of cost for connection fees. We believe that the gross margin for connection will greatly increase if the number of households we developed meets the capacity of pipeline network. Increase of gross margin for gas sales is attributable to the fact that the growth rate of gas sales is larger than the growth rate of cost of gas sales. We believe that the gross margin for gas sales will increase with a more considerable amount of gas consumption.

Selling and Marketing Expenses

Our selling and marketing expenses in the three months ended Mar 31, 2008 were $181,700 and approximately 4.18% of our net revenues, compared with $56ô190, or 2.3 % of net revenues in the same period of 2007.

In 2007, we acquired Beijing Chenguang which owns four subsidiaries and Guannan Weiye, and we incorporated five new subsidiaries. The expansion of our company led to greatly increased staff salary, social insurance cost, travel and communications cost, and depreciation of fixed assets, which are attributable to increase of selling and marketing expenses.

General and Administrative Expenses

General and administrative expenses were $0.83 million for the three months ended Mar 31, 2008, which was 88.83% higher than $0.44 million for the same period last year.

The increase was largely due to our new 6 subsidiaries incorporated in the second half of 2007, which led to increases in salary, social insurance, traveling expenses and other expenses. The new subsidiaries will definitely bring income of long-term. Nevertheless, the expenses from business operation occur simultaneously. Therefore, a good expense to revenue ration was unable to be achieved currently. The increase was also due in part to largely increased depreciation relating to new assets described above. We believe an upward trend in general and administrative expenses is inevitable in 2008. 

Operating Income

The operating income for the three months ended Mar31, 2008 was $0.35 million, representing an increase of 241.74%, compared to the operating income of $0.1 million in 2007.

Our company enjoyed a satisfying performance due to a prominent increase in revenues and a faster revenues growth than general and administrative expenses growth.

Income tax

Income tax was $0.17 million for the three months ended Mar 31, 2008, compared to $0.01 million in 2007. The reason of increased income tax expense is due to the increase of tax rate from 7.5% to 25% as prepayment.

Beijing Gas is classified as a foreign high-tech enterprise by the tax regulatory authority, and therefore has enjoyed a favorable tax rate for the past five years, with an income tax rate of zero in 2004 and 7.5% from 2005 to 2007. The income tax rate is expected to be 15% in 2008, the standard rate for foreign high-tech enterprises.

The income tax rate of our subsidiaries is 20-25%, except for Beijing Chenguang and Beijing Gas. Beijing Chenguang has also been classified as a foreign high-tech enterprise and is subject to the favorable income tax rate of 7.5% from 2006 to 2008.

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Net Income

Net income in the three months ended Mar 31, 2008 was $0.15 million, representing an increase of 29% from $0.12 million in the same period in 2007. The increase can be attributed to the continued growth of our existing markets and the acquisitions we have made.

Cash and cash equivalents

Cash sourced in financing activities during the three months ended Mar 31, 2008 is $4.39 million.

In January of 2008, Beijing Gas, the main subsidiary of Sino Gas in China, took out a loan in the amount of CNY 30 million (approximately $4.18 million), accruing interest at an adjustable rate (currently at 20% per year), with interest payable quarterly, from Chinese Mercantile Bank.

Cash used in operating activities during the three months ended Mar 31, 2008 is $5.88 million, which is due to our effective management of accounts receivable.

Cash used in investing activities during the three months ended Mar 31, 2008 is $3.00 million. We used the funds raised for project developments.

Accounts Receivable

Accounts receivable during the three months as of March 31, 2008 were $6.16 million, representing a decrease of $1.15 million from $7.31 million in 2007. The decrease was due to the fact that we attach great importance to the management and control of accounts receivable.

Our account receivable is expected to gradually decrease during the first six months of 2008 due to our seasonal business cycle, in which many accounts receivable are recorded upon completion of construction projects in the fourth quarter, and are collected in the second quarter of the following year. The term of most of our accounts receivable is one year. As of the end of March in 2008, accounts receivable dated from 2006 had been mostly collected, and the remainder were primarily warranty payments of 2007. A warranty payment is the final payment that a customer makes for a construction project. It consists of the final 10% of the total project cost, and it becomes payable one year after construction has been completed, provided that no significant problems with the construction have arisen during the year.

Notes Receivable

Notes receivable of $0.58 million as of March 31, 2008 is the Note issued by Hebei Zhonggang for its use of gas. The Note is risk-free and will be duly honored by bank at the due date.

Inventory

Inventory of $0.24 million as of March 31, 2008 was comprised of the spare parts of Maintenance equipment stored for Langfang Development Zone Wei Ye Hazardous Goods Transportation Co. Ltd., steel gas storage tanks, and natural gas.

Prepayments

Prepayments of $1.04 million as of March 31, 2008 were consisting entirely of the prepayments for gas purchasing in accordance with the purchase and sale contract we signed with the gas suppliers.

Deferred and Prepaid Expense

The amount of $0.4656 million of car insurance, parking fee and prepaid rent will be amortized in one year.

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Other Receivable

Other receivable of $9.8496 million includes the payment to Chenguang, expenses due to the internal business activities, employees’ borrowing, the funds for business turnover and payments of other business activities.

Long-term Assets

Long term investment: we invested Beijing Zhongran Xiangke Co. Ltd with $2.70 million for 40% equity in the long term run.

Fixed Assets: our fixed assets were $26.85 million in the first quarter of 2008, causing an increase of $2.28 in comparison with the same period of 2007.

Construction in process: $12.83 million was fully utilized for constructing the gas stations and gas distribution network where our major investment was put.

Intangible assets: $2.11 million was used for land using rights of all gas stations, franchise and goodwill etc.

Liabilities

$7.12 million Short term borrowings consists of the one year liquidity loan of RMB 20 million from Industrial Bank Beijing Shangdi Sub-branch and RMB 30 million from China Mercantile Bank.

Accounts Payable and other payables were mainly for the construction cost of gas distribution network and material purchase.

Income tax paid was the income tax for the first quarter of 2008 and operating tax for the month of March and was prepaid in April, 2008.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required.

Item 4. Controls and Procedures

Management’s Report of Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act and have designed internal control over financial reporting or caused internal control over financial reporting to be designed under its supervision in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, as applicable. Due to its inherent limitations, internal control over financial reporting may not prevent or detect material misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision of and with the participation of our Chief Executive Officer and our Chief Financial Officer, our management conducted its evaluation of the effectiveness of our Company’s internal control over financial reporting as of March 31, 2008, using the criteria in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management concluded that, as of March 31, 2008, our Company’s internal control over financial reporting was not effective due to the material weaknesses described below.

(1) The Company has not yet established a comprehensive Code of Conduct and Ethics (the “Code”) which is applicable to all Company directors, officers and employees.

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(2) Our Internal Audit Department has not taken an active role in the conduct of its activities due to insufficient resources. The annual plan, budget, and specific procedures to perform the internal audit function has not been developed, and the anti-fraud audit plan has not been developed either.

(3) Our Audit Committee was not comprised of sufficient independent directors who are "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act. Our Audit Committee did not appoint a member who qualifies as an "audit committee financial expert" as defined in Item 401(e) of Regulation S-B. Our written Audit Committee Charter was not submitted to the Boards for approval.

(4) Our Company did not formulate a Related Party Transactions Policy and develop a master list of all Related Parties.

Management’s Plan for Remediation of Material Weaknesses

In light of the conclusion that our Company’s internal control over financial reporting was not effective, our management has worked, and will continue to work, to address these weaknesses in our internal control over financial reporting. Implementations of certain remedial measures include the following:

(1) We are going to issue the Code, and arrange respective training to all the employees in the near future. Training which includes the content of the Code will be provided to new employees at the time of hiring. All the employees will be required to sign an affidavit acknowledging that the employee has read and will intend to comply with the Code;

(2) The management is committed to develop a comprehensive and risk-based internal audit function within the Company. With the limited human capital supplies in the market, we have engaged a third party professional to assist the management in establishing the internal control system. At the same time, we have enhanced our efforts of recruitment and interviews are undergoing. We expect that an internal audit department will be set up in the near future. With the continuous assistance from the third party professional, the roles and responsibilities of the internal audit department will be formulated and a risk-based internal audit plan will be developed and approved by the Audit Committee within a month after the set up.

(3) The Board of Directors has appointed Mr. Zhang Xin Min on March 10, 2008, Mr. Zhang serves as a financial expert of Audit Committee and will provide oversight/monitoring over our financial reporting mechanism.

(4) Compensation Committee Charter, Audit Committee Charter and Related Party Transactions Policy have been drafted in February, 2008, and will be approved by the Board of Directors and become effective in the second quarter.

Changes in Internal Control over Financial Reporting

Other than the remediation measures described above, during the period ended March 31, 2008, there was no change in our internal controls over financial reporting that has materially affected, or that is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

Not required.

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

None.

Item 3. Defaults Upon Senior Securities

None

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

None

Item 5. Other Information

None

Item 6.  Exhibits

The following exhibits are hereby filed as part of this Quarterly Report on Form 10-Q Amendment No. 1.

Exhibit Number:	Description
31.1	Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Accounting Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

38

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant certifies that it has duly caused this Quarterly Report on Form 10-Q Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing.

	SINO GAS INTERNATIONAL HOLDINGS, INC.
Date: June 18, 2008	By:	/s/ Yuchuan Liu
		Yuchuan Liu
		Chairman and Chief Executive Officer

	SINO GAS INTERNATIONAL HOLDINGS, INC.
Date: June 18, 2008	By:	/s/ Yong Zhang
		Yong Zhang
		Chief Financial Officer

39

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Yuchuan Liu, certify that:

1.  I have reviewed this report on Form 10-Q Amendment No.1 of Sino Gas International Holdings, Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d)  Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.  The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)  all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 18, 2008

/s/ Yuchuan Liu

Yuchuan Liu

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Yong Zhang, certify that:

1.  I have reviewed this quarterly report on Form 10-Q Amendment No. 1 of Sino Gas International Holdings, Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d)  Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.  The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)  all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 18, 2008

/s/ Yong Zhang

Yong Zhang

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

  Each of the undersigned hereby certifies, in his capacity as an officer of Sino Gas International Holdings, Inc. (the “Company”), for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

(1)  The Quarterly Report of the Company on Form 10-Q Amendment No. 1 for the fiscal period ended March 31, 2008 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 18, 2008

/s/ Yuchuan Liu

Yuchuan Liu

Chief Executive Officer

/s/ Yong Zhang

Yong Zhang

Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.