UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~December~~ March 31, ~~2009~~2010

¨o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ____________ to ____________

Commission file number 0-32875

ALLOY STEEL INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		98-0233941
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Alloy Steel International, Inc.

42 Mercantile Way Malaga

P.O. Box 3087 Malaga D C 6945

Western Australia

(Address of principal executive offices)

61 (8) 9248 3188

(Issuer’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨o 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”, “non-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 þ

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

There were 17,350,000 shares of Common Stock outstanding as of ~~January 31~~April 30, 2010.

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

ALLOY STEEL INTERNATIONAL, INC. AND ~~SUBSIDIARY~~SUBSIDIARIES

Condensed Consolidated Balance Sheets

	December 31, 2009			September 30, 2009
	March 31, 2010 (unaudited)			September 30, 2009
	(unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	21,~~721~~540,~~387~~967		$	424,090
Accounts receivable, less allowance for doubtful accounts of $nil at December 31, 2009 and September 30, 2009		1,709,404			3,104,393
Accounts receivable, less allowance for doubtful accounts of $nil at March 31, 2010 and September 30, 2009		3,645,242			3,104,393
Inventories		3,~~048~~430,~~500~~762			2,247,759
Prepaid expenses and other current assets		9857,~~689~~632			82,948
Total Current Assets		78,~~577~~674,~~980~~603			5,859,190
Property and Equipment, net		3,~~706~~871,~~479~~261			3,350,600
Other Assets
Investments		~~234~~250,~~850~~356			222,702
Other		17,863			17,863
Deferred Tax Asset		32,793
Total Other Assets		252,713			240,565
Other Assets		17,863			17,863
Total Assets	$	11,537,172		$	9,450,355
Total Other Assets		301,012			240,565
Total Assets	$	12,846,876		$	9,450,355
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Notes payable, current portion	$	~~136~~143,~~938~~701		$	93,868
Accrued officers’ salaries		37,~~798~~596			11,745
Royalties payable, related party		1,~~036~~136,~~839~~984			936,829
Current tax payable		~~718~~748,~~880~~511			-
Accounts payable and other current liabilities		1,~~848~~637,~~852~~833			2,338,297
Total Current Liabilities		3,~~745~~674,~~307~~625			3,380,739
Long-Term Liabilities
Notes payable, less current portion		302,498			145,843
Notes payable, less, current portion		322,220			145,843
Notes payable, officers, current portion		225			255
Notes payable, officers, less current portion		255			255
Employee entitlement provisions		1314,~~230~~089			11,916
Deferred Tax Liabilities		~~12,420~~-			212,338
Total Long-Term Liabilities		~~328~~336,~~403~~564			370,352
Commitments and Contingencies
Stockholders’ Equity
Preferred Stock: $0.01 par value; authorized 3,000,000 shares; issued and outstanding – none		-			-
Common Stock: $0.01 par value; authorized 50,000,000 shares; 17,350,000 issued and outstanding		173,500			173,500
Capital in excess of par value		1,767,512			1,767,512
Accumulated other comprehensive income		45,~~419~~529,~~790~~392			2,830,721
Accumulated income		1,~~108~~371,~~805~~334			931,743
Non controlling interest		(6,~~145~~051	)		(4,212	)
Total Stockholders’ Equity		78,~~463~~835,~~462~~687			5,699,264
Total Liabilities and Stockholders’ Equity	$	1112,~~537~~846,~~172~~876		$	9,450,355

See accompanying notes to condensed consolidated financial statements

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ALLOY STEEL INTERNATIONAL, INC. AND ~~SUBSIDIARY~~SUBSIDIARIES

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

	Three Months Ended
	Three Months Ended March 31						Six Months Ended March 31,
	December 31,
	2010 (unaudited)			2009 (unaudited)			2010 (unaudited)			2009 (unaudited)
	2009			2008
Sales	$	5,128,924		$	1,479,774		$	10,970,952		$	3,325,278
	(unaudited)			(unaudited)
Cost of Sales		2,120,156			764,780			4,609,021			1,914,213
Sales	$	5,842,028		$	1,845,504
Gross Profit		3,008,768			714,994			6,361,931			1,411,065
Cost of Sales		2,488,865			1,149,433
Operating Expenses
Gross Profit		3,353,163			696,701
Selling, general and administrative expenses		1,360,089			647,745			2,486,628			1,325,011
Operating Expenses
Income (Loss) From Operations		1,648,679			62,249			3,875,303			86,054
Selling, general and administrative expenses		1,126,539			677,265
Other Income (Expense)
Income (Loss) From Operations		2,226,624			18,806
Interest income		16,032			5,241			19,753			20,260
Other Income (Expense)
Interest expense		(10,619	)		(4,788	)		(20,885	)		(9,737	)
Interest income		3,721			15,019
Insurance recovery		1,107			8,001			8,443			14,094
Interest expense		(10,266	)		(4,949	)
Other Income		9,311			8,775			24,309			16,510
Insurance recovery		7,336			6,093
Impairment expense		8,429			3,338			12,113			(8,017	)
Impairment expense		(3,684	)		(11,355	)
		24,260			20,567			43,733			33,110
Other income		13,551			7,735
Income (Loss) Before Income Tax Expense (Benefit)		1,672,939			87,816			3,919,036			119,164
		10,658			12,543
Income tax expense (benefit)		(563,311	)		(49,051	)		(1,303,385	)		(80,028	)
Income (Loss) Before Income Tax Expense (Benefit)		2,246,097			31,349
Net Income (Loss)		1,109,628			38,765			2,615,651			39,136
Income tax expense (benefit)		740,074			30,977
Net (income) loss attributable to non-controlling interests		(40	)		235			1,889			2,813
Net Income (Loss)		1,506,023			372
Net Income (Loss) attributable to Stockholders	$	1,109,588		$	39,000		$	2,617,540		$	41,949
Net (income) loss attributable to non-controlling interests		1,929			2,578
Basic Income (Loss) and Diluted Income (Loss) per Common Share	$	0.064		$	0.002			0.151		$	0.002
Net Income (Loss) attributable to Stockholders	$	1,507,952		$	2,950
Weighted Average Common Shares Outstanding		17,350,000			17,350,000			17,350,000			17,350,000
Basic Income (Loss) and Diluted Income (Loss) per Common Share	$	0.087		$	0.000
Comprehensive Income (Loss)
Weighted Average Common Shares Outstanding		17,350,000			17,350,000
Net Income (Loss)	$	1,109,588		$	39,000		$	2,617,540		$	41,949
Comprehensive Income (Loss)
Other Comprehensive Income (Loss)
Net Income (Loss)	$	1,507,952		$	2,950
Foreign currency translation adjustment		262,529			(54,383	)		402,094			(1,017,849	)
Other Comprehensive Income (Loss)
Comprehensive Income (Loss)	$	1,372,117		$	(15,383	)	$	3,019,634		$	(975,900	)
Foreign currency translation adjustment		139,566			(963,467	)
Comprehensive Income (Loss)	$	1,647,518		$	(960,517	)

See accompanying notes to condensed consolidated financial statements

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ALLOY STEEL INTERNATIONAL, INC. AND ~~SUBSIDIARY~~SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

	Three Months Ended
	Six Months Ended March 31,
	December 31,
	2010 (unaudited)			2009 (unaudited)
	2009			2008
	(unaudited)			(unaudited)
Cash Flows From Operating Activities
Net income (loss)	$	12,~~507~~617,~~952~~555		$	241,~~950~~949
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		70154,~~157~~050			4081,~~904~~799
Dividends reinvested directly to investments		(3,~~419~~411	)		(12,~~499~~476	)
Reversal of write down of investment assets		(312,~~684~~113	)		118,~~355~~017
Profit on disposal of fixed assets		(1,~~447~~443	)		-
Loss attributable to non-controlling interests		(1,~~929~~889	)		(2,~~578~~813	)
Increase (decrease) in cash and cash equivalents attributable to changes in operating assets and liabilities:
Accounts receivable		1(127,~~673,274~~357	)		~~526~~960,~~405~~797
Inventories		(~~654~~952,~~276~~100	)		(~~428~~507,~~238~~227	)
Prepaid expenses and other current assets		(2911,~~346~~791	)		(615,~~958~~743	)
Accrued officers’ salaries		(7,~~496~~947	)		(3,253	)
Accounts payable and other current liabilities		(~~449~~566,01263	)		84196,~~852~~712
Income taxes payable		~~538~~500,~~127~~086			(~~166~~420,~~166~~721	)
Net Cash Provided by Operating Activities		21,~~638~~587,~~903~~377			57368,~~774~~527
Cash Flows From Investing Activities
Purchase of property and equipment		(~~352~~215,~~272~~595	)		(81121,~~551~~216	)
Investment in joint venture		-			(18,524	)
Purchase of listed financial assets		(11	)		-
Net Cash Provided by (Used in) Investing Activities		~~352~~(215,~~283~~606	)		(~~100~~139,~~075~~740	)
Cash Flows From Financing Activities
Proceeds from borrowings		-			255
Repayments on notes and loans payable		~~205~~(74,~~893~~550	)		(1530,~~060~~315	)
Net Cash Used in Financing Activities		~~205~~(74,~~893~~550	)		(1430,~~805~~060	)
Effect of Foreign Exchange Rate Changes on Cash and Cash Equivalents		(~~195~~180,~~216~~344	)		(~~106~~111,~~961~~818	)
Net Increase (Decrease) in Cash and Cash Equivalents		21,~~297~~116,~~297~~877			~~(164~~86,~~067~~909	)
Cash and Cash Equivalents at Beginning of Period		~~424~~429,090			664,054
Cash and Cash Equivalents at End of Period	$	21,~~721~~540,~~387~~967		$	~~499~~750,~~987~~963
Supplemental disclosure of cash flow information, cash paid for interest	$	1020,~~266~~885		$	49,~~949~~737
Supplemental disclosure of non cash information, equipment acquired under note payable	$	~~206~~298,~~915~~772		$	-

See accompanying notes to condensed consolidated financial ~~statements~~ statement

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ALLOY STEEL INTERNATIONAL, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

Note 1 – Unaudited Statements

The accompanying condensed consolidated financial statements of Alloy Steel International, Inc. (“us” or “the Company”) as of ~~December~~March 31, ~~2009~~2010 and for the three month periods ended ~~December~~March 31, ~~2009~~2010 and ~~2008~~2009 are unaudited and reflect all adjustments of a normal and recurring nature to present fairly the financial position, results of operations and cash flows for the interim periods. These unaudited condensed consolidated financial statements have been prepared by the Company pursuant to instructions to Form 10-Q. Pursuant to such instructions, certain financial information and footnote disclosures normally included in such financial statements have been omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s audited consolidated financial statements included in the registrant’s annual reporting on Form 10-K for the year ended September 30, 2009. The results of operations for the three month period ended ~~December~~March 31, ~~2009~~2010 are not necessarily indicative of the results that may occur for the year ending September 30, 2010.

Note 2 – New Accounting Pronouncements

In February 2010, the Financial Accounting Standards Board (“FASB”) amended its authoritative guidance related to subsequent events to alleviate potential conflicts with current United States Securities Exchange Commission (“SEC”) guidance. Effective immediately, these amendments remove the requirement that an SEC filer disclose the date through which it has evaluated subsequent events. The adoption of this guidance did not have an impact on the Company’s consolidated financial statements.

In January 2010, the FASB issued authoritative guidance that will require entities to make new disclosures about recurring or nonrecurring fair-value measurements of assets and liabilities, including 1) the amounts of significant transfers between Level 1 and Level 2 fair value measurements. The FASB also clarified existing fair-value measurement disclosure guidance about the level of disaggregation of assets and liabilities, and information about the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements. Except for certain detailed Level 3 disclosures, which are effective for fiscals years beginning after December 15, 2010 and interim periods within those years, the new guidance became effective for the Company’s fiscal 2010 quarter. The Company did not have transfers of assets and liabilities requiring Leve1 3 fair value measurements. The adoption of this disclosure-only guidance did not have an impact on the Company’s consolidated results.

In December 2009, there was a revision to the accounting standard for the consolidation of variable interest entities. The revision eliminates the exemption for qualifying special purpose entities, requires a new qualitative approach for determining whether a report entity should consolidate a variable interest entity and changes the requirement for when to assess whether a reporting entity should consolidate a variable interest entity. During February 2010, the scope of the revised standard was modified to indefinitely exclude certain entities fro the requirement to be assessed for consolidation. We adopted the new standard upon its effective date of January 1, 2010, and the adoption had no impact on our financial position or results of operations.

In October 2009, the FASB issued authoritative guidance for revenue recognition for multiple-deliverable arrangements. This authoritative guidance impacts the determination of when the individual deliverables included in a multiple-deliverable arrangement may be treated as separate units of accounting. Additionally, this guidance modifies the manner in which the transaction consideration is allocated across the separately identified deliverables by no longer permitting the residual method of allocating arrangement consideration. The new guidance is effective for transactions entered into or modified in fiscal years beginning after June 15, 2010, which for the Company will be the first quarter of fiscal 2011. The Company is currently evaluating the potential impact of this authoritative guidance on the Company’s financial position and results of operations.

In June 2009, the FASB issued authoritative guidance on variable interest entities, which becomes effective the first annual reporting period beginning after November 15, 2009 and will be effective for the Company in fiscal 2011. This authoritative guidance requires revised evaluations of whether entities represent variable interest entities, ongoing assessments of control over such entities, and additional disclosures for variable interests. The Company is currently evaluating the potential impact of this authoritative guidance on the Company’s financial position and results of operations.

- 4 -

Note 3 – Inventories

At ~~December~~ March 31, ~~2009~~2010 (unaudited) and September 30, 2009, inventories consisted of the following:

	Dec 31, 2009		Sept 30 , 2009
	Mar 31, 2010 (unaudited)		Sept 30 , 2009
	(unaudited)
Raw materials	$	1,438,862	$	642,461
Raw materials	$	1,150,115	$	642,461
Work in progress		163,530		124,343
Work in progress		181,833		124,343
Finished goods		1,826,370		1,480,955
Finished goods		1,716,552		1,480,955
	$	3,430,762	$	2,247,759
	$	3,048,500	$	2,247,759

Item 2. Management’s Discussion and Analysis

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our financial statements, the notes to our financial statements and other financial information contained elsewhere in this filing.

Overview

We manufacture and distribute Arcoplate, a wear-resistant alloy overlay wear plate produced through a patented process. We believe that wear is the largest single factor leading to production losses in the mining, mineral-processing, and steel manufacturing industries. Consequently, wear solutions are indispensable for these businesses. The wearing of metal parts is generally defined as a gradual decay or breakdown of the metal. This wear of equipment may be due to many causes and accordingly, the selection of wear plate solutions can be a relatively complex process.

- 4 -

In order to minimize the effects of wear, businesses have traditionally employed such wear-combating materials as rubber compounds, ceramics, alloy castings, welded overlay wear plates, and quenched and tempered carbon steel plates. We believe that each of these materials offer a limited solution to the problem of wear. While tungsten carbide is generally recognized by the mining, mineral-processing and steel manufacturing industries as the most wear-resistant material suitable for industrial use, because of its high carbide content, we believe that the high costs associated with tungsten carbide make it impractical for most businesses. We believe that Arcoplate provides industry with solutions to most wear-related problems at a cost which is competitive with conventional welded overlay wear plates and substantially lower than tungsten carbide.

Results of Operations

For the Three and Six Months Ended ~~December~~March 31, ~~2009~~2010 Compared with the Three and Six Months Ended ~~December~~ March 31, ~~2008~~2009

Sales

Alloy Steel had sales of $5,~~842~~128,~~028~~924 for the three months ended ~~December~~March 31, ~~2009~~2010, compared to $1,~~845~~479,~~504~~774 for the three months ended ~~December~~March 31, ~~2008~~ 2009. These sales consist solely of the sale of our Arcoplate product. Substantially all of our sales during the periods were denominated in Australian dollars. Sales were converted into U.S. dollars at the conversion rate of $0.~~90837~~91950 for the three months ended ~~December~~ March 31, ~~2009~~2010 and $0.~~67306~~68350 for the three months ended ~~December~~March 31, ~~2008~~2009 representing the average foreign exchange rate for the respective periods.

~~The increase~~Alloy inSteel had sales ~~for the period is representative~~ of a$10,970,952 ~~return~~and to$3,325,278 ~~normal operations~~for ~~by several of~~ the ~~Company’s~~six ~~customers~~months ~~after~~ended ~~the~~March ~~downturn~~31, ~~experienced by~~2010 ~~the~~and ~~world economy during~~ the ~~same~~six ~~period~~months ~~last~~ended ~~year. During~~March ~~the quarter~~31, ~~the~~2009 demand for our product increased with various mining companies announcing new mining projects were being considered or recommenced where they had been delayed and/or existing mining projects were being brought back to normal productionrespectively. ~~The~~These ~~Company~~sales ~~has~~consist ~~continued~~solely toof ~~promote~~our ~~its~~Arcoplate ~~product in the market place as a superior option for maintenance~~products.

The increase in sales for the period is a continued representation of a return to normal operations by several of the Company’s customers after the downturn experienced by the world economy during the same period last year. During the quarter, the demand for our product increased significantly with several large orders being received. The Company has continued to promote its product in the market place as a superior option for maintenance.

- 5 -

Gross Profit and Cost of Sales

Alloy Steel had cost of sales of $2,~~488~~120,~~865~~156 for the three months ended ~~December~~March 31, ~~2009~~ 2010, compared to $1764,~~149,433~~780 for the three months ended ~~December~~March 31, ~~2008~~ 2009. The gross profit amounted to $3,~~353~~008,~~163~~768 for the three months ended ~~December~~March 31, ~~2009~~2010, compared to $~~696~~714,~~701~~994 for the three months ended ~~December~~ March 31, ~~2008~~2009. The gross profit percentage increased from 37.7% to 57.0%. The increase in gross profit percentage is attributable mainly to increased margins on various orders outside of the discounted sales prices used for securing long term contracts.

Alloy Steel had a cost of sales of $4,609,021 and $1,914,213 for the six months ended March 31, 2010 and the six months ended March 31, 2009 respectively. Alloy Steel’s gross profit was $6,361,931 or 58.0% of sales, and $1,411,065 or 42.4% of sales, for the respective six month periods. The increase in gross profit percentage is attributable mainly to increased margins on various orders as demand has continued to grow allowing the Company to return to more normal pricing models from the discount pricing models that were being used to generate sales during the downturn, and increased efficiencies in production gained with the additional manufacturing capacity provided by the new mill completed prior to the global economic downturn, arising from an increased absorption of overheads due to the increased volume of production.

Operating Expenses

Alloy Steel had no material operating expenses other than selling, general and administrative expenses for the three and six months ended ~~December~~March 31, ~~2009~~2010 and ~~2008~~ 2009. All of these costs are considered to be overhead expenditure by the Company.

Alloy Steel had selling, general and administrative expenses of $1,~~126~~360,~~539~~089 for the three months ended ~~December~~March 31, ~~2009~~2010, compared to $~~677~~647,~~265~~745 for the three months ended ~~December~~March 31, ~~2008~~2009.

~~The expenditure~~Alloy ~~for~~Steel ~~the~~had 3operating ~~months~~expenses ~~ended~~of ~~December 31~~$2,486,628 ~~2009~~and ~~increased~~$1,325,011 ~~compared~~for to the ~~three~~ six months ended ~~December~~March 31, ~~2008~~2010 ~~due~~and tosix ~~operations~~months ~~retaining~~ended toMarch a31, ~~normal state~~2009 ~~as increased orders were received from customers~~respectively.

The expenditure for the three and six month periods ended March 31, 2010 increased compared to the three and six month periods ended March 31, 2009 as operations continued to return to a normal state with the increase in orders received from customers. Areas in which costs increased include bonuses paid in line with the increased sales achieved, administrative staff remuneration through increased salaries and additional staff and increased off-site temporary storage costs for goods produced and raw materials. These increased costs have been partially offset by the production efficiencies noted above.

Income (Loss) Before Taxes

Alloy Steel’s income before income tax (benefit) was $21,~~246~~109,~~097~~588 for the three months ended ~~December~~March 31, ~~2009~~2010, compared to $3187,~~349~~816 for the three months ended ~~December~~ March 31, ~~2008~~2009.

-Alloy ~~5 -~~Steel’s income before income tax (benefit) was $2,615,651 for the six months ended March 31, 2010, compared to $119,164 for the six months ended March 31, 2009.

Net Income (Loss)

Alloy Steel had a net income of $1,~~507~~109,~~952~~588 or $0.~~087~~064 per share, for the three months ended ~~December~~March 31, ~~2009~~2010, compared to $239,~~950~~000, or $0.~~000~~002 per share, for the three months ended ~~December~~March 31, ~~2008~~2009.

Alloy Steel had a net income of $2,617,540 or $0.151 per share, for the six months ended March 31, 2010, compared to $41,949, or $0.002 per share, for the six months ended March 31, 2009.

Predominately all operations of Alloy Steel are conducted by the Australian subsidiary, and therefore, the majority of the amounts reported are initially recorded in Australian dollars by the subsidiary. The value of the Australian dollar compared to the US dollar has been volatile over the reporting period, and therefore the exchange rate movement continues to have a considerable impact upon the values reported by the Company. This is evident in the calculation of the Company’s comprehensive income for the period which reflects a foreign currency translation income of $402,094 for the six months ended March 31, 2010 compared with a foreign currency translation loss of $1,017,849 for the six months ended March 31, 2009.

- 6 -

Liquidity and Capital Resources

For the ~~three~~ six months ended ~~December~~March 31, ~~2009~~2010, net cash provided by operating activities was $21,~~638~~587,~~903~~377. The net income may be reconciled to this amount by an adjustment for depreciation and amortization of $70154,~~157~~050, a reversal of previous write down of assets to fair values of $312,~~684~~113, income received in forms other than cash of $3,~~419~~411, a profit on the disposal of fixed assets of $1,~~447~~443, non-controlling shareholders interests in subsidiary loss of $1,~~929~~889 and ~~an increase~~a decrease in cash and cash equivalents attributable to changes in operating assets and liabilities of $1,~~071~~165,~~273~~372, which consisted primarily of aan ~~decrease~~increase in accounts receivable of $1127,~~673~~357,~~274~~ ~~and~~an increase in ~~tax~~inventories ~~payable~~ of $~~538~~952,~~127,~~100 ~~which was offset by~~ an increase in ~~inventories and~~ other current assets of $~~683~~11,~~622,~~ 791 and ana ~~increase~~decrease in accounts payable and other current liabilities of $~~449~~574,~~010~~210, which was offset by an increase in tax payable of $500,086.

At ~~December~~ March 31, ~~2009~~2010, the Company had a working capital surplus of $34,~~832~~999,~~673~~978.

The Company is actively reviewing options to raise additional capital through debt and/or equity financing. Although it currently has no commitment to do so, any additional capital raised would be applied to the research of nanotechnology and to an overseas manufacturing expansion. ~~The Company is also considering a division of share capital of 5 shares for every 1 share currently held to improve liquidity in the market and promoting the trading of shares.~~

Significant Changes in Number of Employees

No significant change in the number of employees is anticipated in the next three months.

Purchase or Sale of Plant and Significant Equipment

We have no material commitments for financing to purchase or construct machinery to expand our capacity to produce Arcoplate.

Effect of Recent Accounting Pronouncements

~~In October~~The ~~2009,~~effect ~~the FASB issued authoritative guidance for revenue recognition for multiple-deliverable arrangements. This authoritative guidance impacts the determination~~ of ~~when~~recent ~~the individual deliverables included in a multiple-deliverable arrangement may be treated as separate units of~~ accounting~~. Additionally,~~ ~~this~~pronouncements ~~guidance~~has ~~modifies~~been ~~the~~detailed ~~manner~~above in ~~which~~Note ~~the~~2 ~~transaction consideration~~to ~~is allocated across~~ the ~~separately~~Financial ~~identified~~Statements ~~deliverables~~contained ~~by no longer permitting the residual method of allocating arrangement consideration. The new guidance is effective for transactions entered into or modified~~ in ~~fiscal~~ ~~years~~Item ~~beginning after June 15, 2010, which for the Company will be the first quarter of fiscal 2011~~1. ~~The Company is currently evaluating the potential impact of this authoritative guidance on the Company’s financial position and results of operations.~~

InFORWARD-LOOKING June 2009, the FASB issued authoritative guidance on variable interest entities, which becomes effective the first annual reporting period beginning after November 15, 2009 and will be effective for the Company in fiscal 2011. This authoritative guidance requires revised evaluations of whether entities represent variable interest entities, ongoing assessments of control over such entities, and additional disclosures for variable interests. The Company is currently evaluating the potential impact of this authoritative guidance on the Company’s financial position and results of operations.STATEMENTS

This Form 10-Q contains various “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, and we intend that such forward-looking statements will be subject to the safe harbors created thereby. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements. Such risks and uncertainties include our projected sales and profitability, growth strategies, anticipated trends in our industry segment, our future financing plans, anticipated needs for working capital and those risks and uncertainties referenced under the headings entitled “Risk Factors” contained in our 2009 Annual Report on Form 10-K. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology.

Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. The forward-looking statements contained in this Quarterly Report on Form 10-Q speak only as of the date hereof and we expressly disclaim any obligation to provide public updates, revisions or amendments to any forward-looking statements made herein to reflect changes in our expectations of future events.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in the risks faced by the Company as disclosed on the Form 10K for the year ended September 30, 2009.

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Item 4. Controls and Procedures

Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures, as defined in Rules 13a – 15(e) and 15d – 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), were effective.

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During the quarter under report, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II.

OTHER INFORMATION

Item 5. Other Information

On April 8, 2010, the Company filed Form 8-K with the SEC providing information on several matters including the appointment of an independent director, the amendment of the Company’s By-Laws, and the formation of a special committee consisting of the independent director to assist the Company with a request for information from Financial Industry Regulation Authority (“FINRA”) in relation to unusual trading activity during the period from July 6, 2009 to September 4, 2009. FINRA has advised that the inquiry should not be construed as an indication that the staff has determined violations of FINRA Conduct Rules or US Federal Securities laws has occurred, or as a reflection of the merits of the securities involved or any person who effected transactions in such securities. The Company is continuing to co-operate by providing the information requested.

Item 6. Exhibits

31.1 Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of the Chief Executive Officer ~~required~~pursuant byto ~~Rule~~Section ~~13a-14(b)~~906 orof ~~Rule~~the ~~15d~~Sarbanes-~~14(b)~~Oxley ~~and~~Act 18of U2002.~~S.C. 1350.~~

32.2 Certification of the Chief Financial Officer ~~required~~pursuant byto ~~Rule~~Section ~~13a-14(b)~~906 orof ~~Rule~~the ~~15d~~Sarbanes-~~14(b)~~Oxley ~~and~~Act 18of U2002.~~S.C. 1350.~~

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 11, 2010	ALLOY STEEL INTNERATIONAL, INC.
	ALLOY STEEL INTNERATIONAL, INC.
	By:		/s/ Alan Winduss
Date: May 10, 2010	By:	/s/ Alan Winduss
			Alan Winduss, Chief Financial Officer
		Alan Winduss, Chief Financial Officer (Principal Financial Officer)
			(Principal Financial Officer)

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