UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2011

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from ____________ to ____________

Commission File Number 000-52988

MASTER SILICON CARBIDE INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Nevada		01- 0728141
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

558 Lime Rock Road, Lakeville, Connecticut 06039

(Address of principal executive offices)

(860) 435-7000

(Registrant's telephone number)

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 x No ¨

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 ¨ No x

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 ¨	Accelerated filer ¨

Non-accelerated filer ¨ 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 ¨ No x

APPLICABLE ONLY TO CORPORATE ISSUERS

As of August 15, 2011, the registrant had: (i) 3,717,514 shares of common stock, par value $.001 per share, issued and outstanding; (ii) 996,186 shares of Series A Convertible Preferred Stock, par value $.001 per share, issued and outstanding; and (iii) 920,267 shares of Series B Convertible Preferred Stock, par value $.001 per share, issued and outstanding.

TABLE OF CONTENTS

		Page
PART I FINANCIAL INFORMATION

Item 1.	Financial Statements.	F-1

	Consolidated Balance Sheets As of June 30, 2011 (Unaudited) and December 31, 2010	F-2

	Consolidated Statements of Operations and Comprehensive Profit (Loss) for the Three and Six Months Ended June 30, 2011 and 2010 (Unaudited)	F-3

	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010 (Unaudited)	F-4

	Notes to the Interim Consolidated Financial Statements (Unaudited)	F-5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	3

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12

Item 4.	Controls and Procedures.	12

PART II OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12

Item 4.	(Removed and Reserved)

Item 6.	Exhibits	12

Signatures		14

Exhibits/Certifications

PART I FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

Master Silicon Carbide Industries, Inc.

June 30, 2011

Index to Consolidated Financial Statements

Contents		Page(s)

Consolidated Balance Sheets at June 30, 2011 (Unaudited) and December 31, 2010		F-2

Consolidated Statements of Operations and Comprehensive Profit (Loss) for the Three and Six Months Ended June 30, 2011 and 2010 (Unaudited)		F-3

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010 (Unaudited)		F-4

Notes to the Interim Consolidated Financial Statements (Unaudited)		F-5 to F-17

F-1

MASTER SILICON CARBIDE INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

(In US Dollars)

	June 30,			December 31,
	2011			2010
	(Unaudited)
ASSETS

Current assets:
Cash and cash equivalents	$	2,640,872		$	1,987,041
Notes receivable		556,277			364,051
Accounts receivable, net		781,187			1,532,896
Tax refundable		101,883			120,909
Inventories		4,321,615			2,975,196
Prepaid expenses		371,971			307,690

Total current assets		8,773,805			7,287,783

Deposits-fixed assets		1,833,176			2,028,936
Other receivables		143,158			46,562
Amount due from related party		-			1,000,000
Property, plant and equipment, net		11,345,232			11,376,958
Construction in progress		5,113,067			4,415,703
Intangible assets, net		1,433,709			1,416,650

Total assets	$	28,642,147		$	27,572,592

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:
Accounts payable and accrued liabilities	$	3,321,680		$	2,586,381
Tax payable		5,070			91,534
Advance from customers		782,216			565,196
Other payables		225,321			209,288
Amount due to related parties		876,547			886,748
Dividends accrued		150,000			150,000

Total current liabilities		5,360,834			4,489,147

Technology payable		58,718			15,100
Long-term loans		4,635,639			4,529,875

Total liabilities		10,055,191			9,034,122

Redeemable Preferred Stock-A ($0.001 par value, 996,186 shares issued) liquidation preference of $10.038 per share		10,000,000			10,000,000
Redeemable Preferred Stock-B ($0.001 par value, 920,267 shares issued) liquidation preference of $10.8664 per share		10,000,000			10,000,000

Stockholders’ equity (deficit):
Common stock, $0.001 par value, 110,000,000 shares authorized; 3,568,081 and 3,269,215 shares issued and outstanding, respectively		3,568			3,269
Additional paid-in capital		4,946,627			4,646,926
Retained (deficit)		(7,170,250	)		(6,562,995	)
Accumulated other comprehensive income		807,011			451,270

Total stockholders’ equity (deficit)		(1,413,044	)		(1,461,530	)

Total liabilities, redeemable preferred stock and stockholders' equity (deficit)	$	28,642,147		$	27,572,592

See accompanying notes to consolidated financial statements

F-2

MASTER SILICON CARBIDE INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE PROFIT

(LOSS) (UNAUDITED)

(In US Dollars)

	Three Months Ended						Six Months Ended
	6/30/2011			6/30/2010			6/30/2011			6/30/2010

Revenues:
Revenues	$	4,330,316		$	2,411,868		$	8,651,144		$	3,240,365
Cost of revenues		3,585,184			1,862,207			7,102,396			2,716,514

Gross profit		745,132			549,661			1,548,748			523,851

General and administrative expenses		831,606			590,494			1,793,158			1,034,149

Total operating expenses		831,606			590,494			1,793,158			1,034,149

Loss from operations		(86,474	)		(40,833	)		(244,410	)		(510,298	)

Interest income		18,846			11,433			39,841			38,554
Interest (expense)		(66,225	)		-			(106,905	)		-
Other income		4,219			23,766			4,219			26,687

Total other income (expenses)		(43,160	)		35,199			(62,845	)		65,241

Loss before income taxes		(129,634	)		(5,634	)		(307,255	)		(445,057	)

Income tax provision		-			-			-			-

Net Loss	$	(129,634	)	$	(5,634	)	$	(307,255	)	$	(445,057	)

Accretion on redeemable preferred stock	$	-		$	133,428		$	-		$	266,856

Dividends on preferred stock		150,000			150,000			300,000			300,000

Net loss attributable to common stockholders	$	(279,634	)	$	(289,062	)	$	(607,255	)	$	(1,011,913	)

Comprehensive loss:

Net Loss	$	(129,634	)	$	(5,634	)	$	(307,255	)	$	(445,057	)

Foreign currency translation adjustment		201,904			67,031			355,741			70,623

Comprehensive profit (loss)	$	72,270		$	61,397		$	48,486		$	(374,434	)

Basic net loss per share	$	(0.08	)	$	(0.10	)	$	(0.17	)	$	(0.35	)

Diluted net loss per share	$	(0.08	)		(0.10	)	$	(0.17	)	$	(0.35	)

Weighted average common shares outstanding:
Basic		3,566,439			2,968,707			3,490,475			2,894,394
Diluted		3,566,439			2,968,707			3,490,475			2,894,394

See accompanying notes to consolidated financial statements

F-3

MASTER SILICON CARBIDE INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In US Dollars)

	Six Months Ended
	6/30/2011			6/30/2010

Cash flows from operating activities:
Net profit (loss)	$	(307,255	)	$	(445,057	)
Adjustments to reconcile net profit (loss) to net cash provided by (used in) operating activities:
Depreciation		434,177			63,805
Amortization		25,098			20,501
Changes in operating assets and liabilities:
Notes receivable - trade		(182,135	)		15,773
Accounts receivable		779,049			31,935
Other receivables		(106,972	)		(24,213	)
Prepaid expenses		(56,699	)		35,319
Inventories		(1,407,675	)		(1,362,705	)
Accounts payable and accrued liabilities		658,320			294,362
Other current liabilities		11,027			20,579
Advance from customers		201,637			164,042
Taxes refundable		21,615			62,662
Taxes payable		(87,650	)		-

Net cash provided by (used in) operating activities		(17,463	)		(1,122,997	)

Cash flows from investing activities:
Deposits - fixed assets and construction in progress		(329,243	)		(2,944,875	)
Advances to related parties receivable		-			(2,172,500	)
Purchase of intangible asset		(23,491	)		-
Proceeds from related parties receivables		1,000,000			1,172,500

Net cash provided by (used in) investing activities		647,266			(3,944,875	)

Cash flows from financing activities:
Addition of technology payable		42,802			-
Proceeds from loans		-			2,930,317
Payments to related parties payable		(30,573	)		(6,628	)

Net cash provided by (used in) financing activities		12,229			2,923,689

Effect of exchange rate changes on cash		11,799			5,878

Net increase (decrease) in cash and cash equivalents		653,831			(2,138,305	)

Cash and cash equivalents, beginning of year		1,987,041			6,194,046

Cash and cash equivalents, end of year	$	2,640,872		$	4,055,741

Supplemental disclosures of cash flow information:
Cash paid for interest		-			-
Cash paid for taxes		-			-

Noncash investing and financing activities:

Conversion of Series A preferred stock dividend		300,000			300,000

See accompanying notes to consolidated financial statements

F-4

Master Silicon Carbide Industries, Inc.

June 30, 2011

Notes to the Consolidated Financial Statements (Unaudited)

NOTE 1 - ORGANIZATION AND OPERATIONS

Paragon SemiTech USA Incorporated (“Paragon New Jersey”) was incorporated on April 10, 2002 under the laws of the State of New Jersey.

Master Silicon Carbide Industries, Inc., formerly Paragon SemiTech USA, Inc. was incorporated on May 21, 2007 under the laws of the State of Delaware. Prior to September 27, 2007, the date of merger with Paragon New Jersey, the Company was inactive. On September 2, 2008, Paragon SemiTech USA, Inc., through the acquisition of C3 Capital, Limited, a company incorporated in the Territory of the British Virgin Islands (“BVI”), acquired all of the equity interests in Yili Master Carborundum Production Co., Ltd. On November 12, 2008, Paragon SemiTech USA, Inc. changed its name to Master Silicon Carbide Industries, Inc. (“Master” or the “Company”). The Company believes that the new name will better identify the Company with the business conducted by its indirectly wholly-owned subsidiary in China, Yili Master Carborundum Production Co., Ltd., namely, the production and distribution of silicon carbide.

C3 Capital, Limited (“C3 Capital”), an international business company, was formed on July 26, 2005 in the British Virgin Islands by the Company. C3 Capital was inactive prior to September 2, 2008, the date of acquisition of Yili Master Carborundum Production Co., Ltd.

Yili Master Carborundum Production Co., Ltd. (“Yili China”) was incorporated on August 10, 1993 in the People’s Republic of China (“PRC”).

Master engages in the development, manufacturing and distribution of silicon carbide.

Merger of Paragon New Jersey

On September 27, 2007, the Company entered into a Reorganization and Stock Purchase Agreement (the “Reorganization Agreement”) with Paragon New Jersey. Pursuant to the Reorganization Agreement, the Company issued 675,000 shares of its common stock at the time representing approximately 81.82% of the issued and outstanding shares of its common stock for the acquisition of all of the outstanding capital stock of Paragon New Jersey. As a result of the ownership interests of the former shareholder of Paragon New Jersey, for financial statement reporting purposes, the merger between the Company and Paragon New Jersey has been treated as a reverse acquisition with Paragon New Jersey deemed the accounting acquirer and the Company deemed the accounting acquiree under the purchase method of accounting in accordance with “Business Combinations” (“FASB ASC 805”). The reverse merger is deemed a capital transaction and the net assets of Paragon New Jersey (the accounting acquirer) are carried forward to the Company (the legal acquirer and the reporting entity) at their carrying value before the combination. The acquisition process utilizes the capital structure of the Company and the assets and liabilities of Paragon New Jersey which are recorded at historical cost.

Merger of C3 Capital, Limited

On September 2, 2008, pursuant to a Stock Purchase Agreement entered into by the parties and consummated on such date, Yili Carborundum USA, Inc. (“Yili US”), a recently formed Delaware corporation which is wholly-owned by the Company, a Delaware corporation (hereafter referred to as the “Company”, “we” or “us”, as applicable), acquired from Mr. Tie Li, for a cash purchase price of $10,000, all of the outstanding capital stock of C3 Capital, Limited, a company incorporated in the British Virgin Islands (“C3 Capital”). C3 Capital in turn has an agreement to purchase all of the equity interests of Yili Master Carborundum Production Co., Ltd. (“Yili China”), a wholly-owned foreign enterprise (“WOFE”) in the People’s Republic of China (the “PRC”) (“Yili China”), pursuant to which the Company paid $555,096 in cash for the acquisition of the equity interests of Yili China with the proceeds of the Private Placement (as defined below) closed on September 2, 2008. In addition, C3 Capital entered into (i) an agreement to purchase 90% of the equity interests in Xinjiang Ehe Mining and Metallurgy Co., Ltd., a corporation incorporated under the laws of the PRC on August 7, 2008 (“Ehe China”) from Mr. Zhigang Gao; and (ii) a Memorandum of Understanding with Mr. Zhigang Gao and Mr. Ping Li, for an option to purchase the assets to be secured by Xinjiang Paragon Master Mining Co., Ltd., a corporation to be formed under the laws of the PRC (“Quartz Mine China”). Ehe China and Quartz Mine China are currently inactive with no assets or operations. Ehe China intends to build a 40,000 ton green silicon carbide project in the Aletai Area of Xinjiang Uygur Autonomous Region of the PRC pending governmental permissions and approvals, and Quartz Mine China intends to obtain the exploration and mining rights for a quartz mine in Wenquan County of Xinjiang Uygur Autonomous Region of the PRC.

F-5

Dissolution of Paragon New Jersey

On March 26, 2009, pursuant to the authorization of Master Silicon Carbide Industries, Inc., the sole shareholder, Paragon New Jersey was dissolved. The corporation has no assets, has ceased doing business and does not intend to recommence doing business, and has not made any distribution of cash or property to the shareholders within the last 24 months and does not intend to have any distribution following its dissolution.

Reincorporation

On November 2, 2009, Master Silicon Carbide Industries, Inc. (the “Registrant”), formerly a Delaware corporation, completed its reincorporation in Nevada by a merger of the Registrant with and into its wholly-owned subsidiary, Master Silicon Carbide Industries, Inc., a newly formed Nevada corporation (the “Reincorporation”). The Reincorporation effected a change in the Registrant’s legal domicile from Delaware to Nevada. The Registrant’s business, assets, liabilities, and headquarters were unchanged as a result of the Reincorporation and the directors and officers of the Registrant prior to the Reincorporation continued to serve the Registrant after the reincorporation. In addition, the Registrant’s stockholders automatically became stockholders of Master Silicon Carbide Industries, Inc. on a share-for-share basis.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). This basis differs from that used in the statutory accounts of the operating subsidiaries of the Company, which were prepared in accordance with the accounting principles and relevant financial regulations applicable to enterprises in the PRC. All necessary adjustments have been made to present the financial statements in accordance with US GAAP.

The consolidated financial statements include (i) the accounts of the Company and (ii) the accounts of its consolidated subsidiaries, C3 Capital, Limited and Yili China. All inter-company balances and transactions have been eliminated.

These consolidated financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $7,170,250. The Company’s ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to address the going concern issue by funding future operations through the sale of equity capital.

Business combination

In accordance with FASB ASC 805 “Business Combinations”, the Company allocates the purchase price of acquired entities to the tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values.

Management makes estimates of fair values based upon assumptions believed to be reasonable. These estimates are based on historical experience and information obtained from the management of the acquired companies. Critical estimates in valuing certain of the intangible assets include but are not limited to: future expected cash flows from revenues, customer relationships, key management and market positions, assumptions about the period of time the acquired trade names will continue to be used in the Company’s combined product portfolio, and discount rates used to establish fair value. These estimates are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur which may affect the accuracy or validity of such assumptions, estimates or actual results.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted 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 reporting amounts of revenues and expenses during the reported period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.

F-6

Cash and cash equivalents

For purposes of the statements of cash flows, cash and cash equivalents include cash on hand and demand deposits held by banks. Deposits held in financial institutions in the PRC are not insured by any government entity or agency.

As of June 30, 2011, the cash balance in financial institutions in the United States was $2,534,742. Accounts at these financial institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At June 30, 2011, the Company had deposits that were in excess of the FDIC insurance limit.

Accounts receivable

Trade accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. 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 if any is included in general and administrative expenses.

Outstanding account balances are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure to its customers.

Inventories

The Company values inventories, consisting of finished goods, work in process and raw materials, at the lower of cost or market. Cost is determined on the weighted average cost method. Cost of work in process and finished goods comprises direct labor, direct materials, direct production cost and an allocated portion of production overhead. The Company follows FASB ASC 330-10-30 “Inventory-Overall-Initial Measurement” for the allocation of production costs and charges to inventories. The Company allocates fixed production overheads to inventories based on the normal capacity of the production facilities expected to be achieved over a number of periods or seasons under normal circumstances, taking into account the loss of capacity resulting from planned maintenance. Judgment is required to determine when a production level is abnormally low (that is, outside the range of expected variation in production). Factors that might be anticipated to cause an abnormally low production level include significantly reduced demand, labor and materials shortages, and unplanned facility or equipment down time. The actual level of production may be used if it approximates normal capacity. In periods of abnormally high production, the amount of fixed overhead allocated to each unit of production is decreased so that inventories are not measured above cost. The amount of fixed overhead allocated to each unit of production is not increased as a consequence of abnormally low production or idle plant and unallocated overheads of underutilized or idle capacity of the production facilities are recognized as period costs in the period in which they are incurred rather than as a portion of the inventory cost.

The Company regularly reviews raw materials and finished goods inventories on hand and, when necessary, records a provision for excess or obsolete inventories based primarily on current selling price and sales prices of confirmed backlog orders. As of June 30, 2011, the Company determined reserves for obsolescence were immaterial.

Property, plant and equipment

Property, plant and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property, plant and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets’ estimated useful lives ranging from five (5) years to twenty (20) years:

Furniture and office equipment	5 years
Motor vehicles	5-10 years
Machinery and equipment	10 years
Building	20 years

Upon sale or retirement of property, plant and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations. Leasehold improvements, if any, are amortized on a straight-line basis over the lease period or the estimated useful life, whichever is shorter. Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts.

F-7

Land use right

Land use right represents the cost to obtain the right to use certain land in the PRC. Land use right is carried at cost and amortized on a straight-line basis over the life of the right of approximately fifty (50) years. Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts. Land use right is included in intangible assets on the Balance Sheet.

Impairment of long-lived assets

The Company follows FASB ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets” for its long-lived assets. The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company determined that there were no impairments of long-lived assets as of June 30, 2011.

Redeemable preferred stock

On September 2, 2008, the Company completed the sale to China Hand Fund I, LLC and/or its designees or assignees of 996,186 units for total proceeds of $10,000,000, each unit consisting of one share of the Company’s Series A Convertible Preferred Stock and one three year warrant to purchase 2.5 shares of the Company’s common stock (after the 1:10 reverse split). The preferred stock pays annual dividends of 6% regardless of the Company’s profitability, which dividend may be paid in common stock at the option of the Company. Each preferred share is convertible into ten shares of common stock. After December 30, 2010, the Company may be required to redeem for cash the outstanding preferred stock, if not previously converted by the holders, for $1.0038 per share plus accrued but unpaid dividends. Because preferred stock contains a redemption feature outside the control of the Company, it is classified outside of stockholders’ equity in accordance with EITF Topic D-98.

In accordance with FASB ASC 470-20-25, “Debt-Debt with Conversion Options-Recognition”, the Company allocated the proceeds received between the preferred stock and the warrants. The resulting discount from the face amount of the preferred stock is being amortized using the effective interest method over the period to the required redemption date. After allocating a portion of the proceeds to the warrants, the effective conversion price of the preferred stock was lower than the market price at the date of issuance and therefore a beneficial conversion feature was recorded. The dividends on the preferred stock, together with the periodic accretion of the preferred stock to its redemption value, are charged to retained earnings.

On September 21, 2009, the Company entered into a Note Purchase Agreement with Vicis Capital Master Fund and/or its successor and assigns, an accredited investor (the “Investor”) where in consideration of $10,000,000, the Investor purchased from the Company a convertible promissory note in a principal amount of $10,000,000, (the “Note”). The Note was due on December 31, 2009, and was automatically convertible into 920,267 shares of the Series B Convertible Preferred Stock of Master Silicon Carbide Industries, Inc., a Nevada corporation (“MSCI Nevada”), within three business days after the Company merged into MSCI Nevada, completing the Company’s reincorporation from Delaware to Nevada on or around November 2, 2009 (the “Reincorporation”). Each preferred share is convertible into ten shares of common stock. After December 31, 2011, the Company may be required to redeem for cash the outstanding preferred stock, if not previously converted by the holders, for $1.087 per share. Because the preferred stock contains a redemption feature outside the control of the Company, it is classified outside of stockholders’ equity in accordance with EITF Topic D-98.

Fair value of financial instruments

The Company follows FASB ASC 825-10-50-10 “Financial Instruments-Overall-Disclosure” for its financial instruments. The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, prepayments and other current assets, accounts payable, customer deposits, taxes payable, accrued expenses and other current liabilities, approximate their fair values because of the short maturity of these instruments.

F-8

Revenue recognition

The Company follows the guidance of the United States Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) No. 101 “Revenue Recognition” (“SAB No. 101”), as amended by SAB No. 104 (“SAB No. 104”) for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company derives the majority of its revenue from sales contracts with customers with revenues being generated upon the shipment of goods. Persuasive evidence of an arrangement is demonstrated via invoice, product delivery is evidenced by a warehouse shipping log as well as a signed bill of lading from the trucking or rail company and title transfers upon shipment, based on free on board (“FOB”) destination; the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive. When the Company recognizes revenue, no provisions are made for returns because, historically, there have been very few sales returns and adjustments that have impacted the ultimate collection of revenues.

Shipping and handling costs

The Company accounts for shipping and handling fees in accordance with FASB ASC 705 “Cost of Sales and Services”. Shipping and handling costs related to costs of raw materials purchased is included in cost of revenue. While amounts charged to customers for shipping product are included in revenues, the related outbound freight costs are included in expenses as incurred.

Research and development

Research and development costs are charged to expense as incurred. Research and development costs consist primarily of remuneration for research and development staff, depreciation and maintenance expenses of research and development equipment and material and testing costs for research and development. There are no research and development costs for the three and six months ended June 30, 2011 and 2010.

Advertising costs

Advertising costs are expensed as incurred. Advertising costs for the three months ended June 30, 2011 and 2010 are $3,207 and $653, respectively. Advertising costs for the six months ended June 30, 2011 and 2010 are $4,078 and $44,597, respectively.

Stock-based compensation

The Company adopted the fair value recognition provisions of FASB ASC 718“Compensation-Stock Compensation”.

We made the following estimates and assumptions in determining fair value:

Valuation and Amortization Method – We estimate the fair value of stock options granted using the Black-Scholes option-pricing formula and a single option award approach. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.

Expected Term – The expected term represents the weighted-average period that our stock-based awards are expected to be outstanding. We applied the “Simplified Method” as defined in the Securities and Exchange Commission’s Staff Accounting Bulletins No. 107 and 110.

Expected Volatility – The expected volatility is calculated by considering, among other things, the expected volatilities of public companies engaged in similar industries.

Expected Dividend – The Black-Scholes valuation model calls for a single expected dividend yield as an input.

Risk-Free Interest Rate – The Company bases the risk-free interest rate on the implied yield currently available on United States Treasury zero-coupon issues with an equivalent remaining term.

Income taxes

The Company accounts for income taxes under FASB ASC 740 “Income Taxes”. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

F-9

The Company adopted the provisions of FASB ASC 740. The standard addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FASB ASC 740, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FASB ASC 740 also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of FASB ASC 740.

Segment reporting

FASB ASC 280, “Segment Reporting” requires use of the management approach model for segment reporting. The management approach model is based on the way a company's management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

In accordance with FASB ASC 280, the Company has reviewed its business activities and determined that multiple segments do not exist that need to be reported.

Foreign currency translation

Transactions and balances originally denominated in U.S. dollars are presented at their original amounts. Transactions and balances in other currencies are converted into U.S. dollars in accordance with FASB ASC 830 “Foreign Currency Matters” and are included in determining net income or loss.

The financial records of the subsidiaries are maintained in their local currency, the Renminbi (“RMB”), which is the functional currency of those subsidiaries. The parent’s functional currency is U.S. dollars. Assets and liabilities are translated from the local currency into the reporting currency, U.S. dollars, at the exchange rate prevailing at the balance sheet date. Revenues and expenses are translated at weighted average exchange rates for the period to approximate translation at the exchange rates prevailing at the dates those elements are recognized in the financial statements. Foreign currency translation gain (loss) resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining accumulated other comprehensive income in the statement of stockholders’ equity.

RMB is not a fully convertible currency. All foreign exchange transactions involving RMB must take place either through the People’s Bank of China (the “PBOC”) or other institutions authorized to buy and sell foreign exchange. The exchange rate adopted for the foreign exchange transactions are the rates of exchange quoted by the PBOC. Commencing July 21, 2005, China adopted a managed floating exchange rate regime based on market demand and supply with reference to a basket of currencies. The exchange rate of the US dollar against the RMB was adjusted from approximately RMB 8.28 per US dollar to approximately RMB 8.11 per US dollar on July 21, 2005. Since then, the PBOC administers and regulates the exchange rate of the US dollar against the RMB taking into account demand and supply of RMB, as well as domestic and foreign economic and financial conditions.

Unless otherwise noted, the rate presented below per U.S. $1.00 was the noon buying rate for RMB in New York City as reported by the Federal Reserve Bank of New York on the date of its balance sheets contained in these consolidated financial statements. Management believes that the differences between RMB vs. US$ exchange rate quoted by the PBOC and RMB vs. US$ exchange rate reported by the Federal Reserve Bank of New York were immaterial. Translations do not imply that the RMB amounts actually represent, or have been or could be converted into, equivalent amounts in U.S. dollars. Translation of amounts from RMB into United States dollars (“US$”) has been made at the following exchange rates for the respective periods:

June 30, 2011
Balance sheet		RMB 6.4716 to US$1.00
Statement of operations and comprehensive profit (loss)		RMB 6.5418 to US$1.00

June 30, 2010
Balance sheet		RMB 6.7909 to US$1.00
Statement of operations and comprehensive profit (loss)		RMB 6.8252 to US$1.00

F-10

Comprehensive income (loss)

The Company has adopted FASB ASC 220 “Comprehensive Income”. This statement establishes rules for the reporting of comprehensive income (loss) and its components. Comprehensive income (loss), for the Company, consists of net income (loss) and foreign currency translation adjustments and is presented in the Statements of Operations and Comprehensive Profit (Loss) and Stockholders’ Equity.

Net profit (loss) per common share

Net profit (loss) per common share is computed pursuant to FASB ASC 260 “Earnings per Share”. Basic net profit (loss) per common share is computed by dividing net profit (loss) attributable to common shareholders by the weighted average number of shares of common stock outstanding during each period. Diluted net profit (loss) per common share is computed by dividing net profit (loss) attributable to common shareholders by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period to reflect the potential dilution that could occur from common shares issuable through common stock equivalents.

	For three months ended June 30, 2011			For three months ended June 30, 2010			For six months ended June 30, 2011			For six months ended June 30, 2010
Numerator for basic net profit (loss) per share - Profit (loss) attributable to common shareholders	$	(279,634	)	$	(289,062	)	$	(607,255	)	$	(1,011,913	)
Numerator for diluted net profit (loss) per share - Profit (loss) attributable to common shareholders	$	(279,634	)	$	(289,062	)	$	(607,255	)	$	(1,011,913	)
Denominator for basic net profit (loss) per share - Weighted average shares of common stock outstanding		3,566,439			2,968,707			3,490,475			2,894,394
Denominator for diluted net profit (loss) per share - Weighted average shares of common stock outstanding		3,566,439			2,968,707			3,490,475			2,894,394
Basic net Profit (loss) per share	$	(0.08	)	$	(0.10	)	$	(0.17	)	$	(0.35	)
Diluted net Profit (loss) per share	$	(0.08	)	$	(0.10	)	$	(0.17	)	$	(0.35	)

The following table shows the weighted-average number of potentially dilutive shares for the three and six months ended June 30, 2011 and 2010:

	For three months ended June 30, 2011		For three months ended June 30, 2010		For six months ended June 30, 2011		For six months ended June 30, 2010
Series A preferred stock		9,961,860		9,961,860		9,961,860		9,961,860
Series B preferred stock		9,202,670		9,202,670		9,202,670		9,202,670
Warrants		-		-		-		-
Total		19,164,530		19,164,530		19,164,530		19,164,530

Common Stock

As of June 30, 2011, the Company had 3,568,081 shares of Common Stock issued and outstanding.

F-11

Dividend

During the second quarter of 2011, the Company issued 149,433 shares of common stock, or $150,000 at a fair market value of common stock as payment for dividends of Series A Convertible Preferred Stock accrued at March 31, 2011. During the second quarter of 2011, the Company accrued $150,000 in dividends pursuant to the Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock, dated August 29, 2008. The dividends are payable in shares of common stock, and the Company intends to issue shares with a fair market value of $150,000 as payment of the dividends on the Series A Preferred Stock during the third quarter of 2011.

Warrants

On September 2, 2008, we issued 2,490,465 warrants to the holder or its designees or assignees of Series A Convertible Preferred Stock (after the 1:10 reverse split). The exercise price on a post reverse split basis of this three year warrant is $1.25 per share. On February 9, 2009 and May 12, 2009, Columbia China Capital Group (“CCG”) exercised warrants for 40,000 and 60,000 shares of common stock. The outstanding warrants will expire on September 1, 2011. The following table summarized the cumulative warrant activity, including the activity for the six months ended June 30, 2011 and 2010:

	Number of shares		Weighted average exercise price
Outstanding, December 31, 2008		2,590,465	$	1.20
Exercised		-100,000		0.01
Outstanding, December 31, 2009		2,490,465		1.25
Exercised		-		-
Outstanding, June 30, 2010		2,490,465		1.25
Exercised		-		-
Outstanding, June 30, 2011		2,490,465	$	1.25

The Company issued warrants in connection with financing instruments. The Company analyzed the warrants in accordance with ASC Topic 815 to determine whether the warrants meet the definition of a derivative under ASC Topic 815 and, if so, whether the warrants meet the scope exception of ASC Topic 815, which is that contract issued or held by the reporting entity that are both (1) indexed to its own stock and (2) classified in stockholders’ equity shall not be considered to be derivative instruments for purposes of ASC Topic 815.

The warrants contain standard adjustment provisions upon stock dividend, stock split, stock combination, recapitalization, and a change of control transaction; the warrants do not have “down-round protection”. The warrants meet the conditions for equity classification pursuant to FASB ASC 815 “Derivatives and Hedging” and EITF 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock”. Therefore, these warrants were classified as permanent equity.

Recently issued accounting pronouncements

In June 2009, the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.

Accounting Standards Update (“ASU”) ASU No. 2009-2 through ASU No. 2011-07 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

F-12

Going Concern

As shown in the accompanying consolidated financial statements, the Company had an accumulated deficit incurred through June 30, 2011, which raises substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

The timing and amount of capital requirements will depend on a number of factors, including demand for products and services and the availability of opportunities for expansion through affiliations and other business relationships. Management intends to seek new capital from new equity securities issuances to provide funds needed to increase liquidity, fund internal growth, and fully implement its business plan.

NOTE 3 – NOTES RECEIVABLE

Notes receivable come from the sales of our products. Notes receivable at June 30, 2011 and December 31, 2010 consisted of the following:

	30-Jun-11			31-Dec-10
Customer Name	Amount		Term	Amount		Term
Tengzhou Tongfeng Grinding Medium Co., Ltd	$	-		$	15,100	5 months
Tengzhou Shengtai Grinding Medium Co., Ltd		-			53,845	6 months
Zaozhuang Xingfa Grinding Medium Co., Ltd		69,534	4 months		37,749	2 months
Henan Kangtai Silicon Powder Co., Ltd		100,439	5 months		226,494	5 months
Guiqiang Silicon Powder Co., Ltd		154,521	4 months
Xinlubiao Silicon Powder Co., Ltd		77,261	3 months		-
Jiangsu Dayang Silicon Powder Co., Ltd		154,522	5 months
China Silicon Corporation		-			30,863	1 month
Total	$	556,277		$	364,051

NOTE 4 – ACCOUNTS RECEIVABLE

The Company accrued an allowance for bad debts related to its accounts receivable. The accounts receivable and allowance balances at June 30, 2011 and December 31, 2010 were as follows:

	30-Jun-11			31-Dec-10
Accounts receivable	$	829,135		$	1,579,750
Allowance for bad debts		(47,948	)		(46,854	)
Accounts receivable, net	$	781,187		$	1,532,896

F-13

NOTE 5 – INVENTORIES

Inventories at June 30, 2011 and December 31, 2010 consisted of the following:

	30-Jun-11		31-Dec-10
Raw materials	$	1,006,683	$	306,249
Finished goods		2,710,342		2,352,406
Work in progress		604,590		316,541
Total	$	4,321,615	$	2,975,196

NOTE 6 – RELATED PARTY

We lease our office space at both 558 Lime Rock Road, Lakeville, Connecticut and 420 Lexington Avenue, Suite 860, New York, NY from Kuhns Brothers, Inc. and its affiliates (“Kuhns Brothers”). Our Chairman and CEO, Mr. Kuhns, is a controlling shareholder, President, CEO and Chairman of Kuhns Brothers. The lease commenced on September 1, 2008 for a term of one year with a monthly rent of $7,500, and such lease was extended for a year with the same rate of rent after September 1, 2009. On September 1, 2010, we extended the lease with the same rate of rent for one year.

According to Management Service Agreement, the Company paid Kuhns Brothers an annual management fee of one hundred and fifty thousand dollars ($150,000) starting from January 2010. The management fee was paid on a monthly basis ($12,500 per month) on the first day of each month. The Company totally paid the management fee of $37,500 during the second quarter of 2011.

On February 10, 2010, the Company (“Creditor”) signed a loan agreement with China Silicon Corporation, a Delaware corporation (“Debtor” or “CSC”) to extend a loan of One Million U.S. Dollars (US $1,000,000) to Debtor to fund working capital needs. The actual controlling shareholder of Creditor and Debtor is the same one. The interest rate of this loan is six percent (6%) per annum. Debtor promised to pay to Creditor the principal sum of One Million U.S. Dollars on December 31, 2010. CSC has paid off the note on June 15, 2011.

As of June 30, 2011 and December 31, 2010, the Company owed Changchun Master Company $876,547 and $886,748 whose stockholder is Zhigang Gao, who is the director of the Company. The loan payable is non-interest bearing, unsecured, and is payable on demand.

NOTE 7 – DEPOSITS – FIXED ASSETS

Deposits to purchase fixed assets included the deposits to establish the buildings and equipment for the three production lines. Deposits at June 30, 2011 and December 31, 2010 consisted of the following:

	30-Jun-11		31-Dec-10
Deposit for buildings	$	500,119	$	452,915
Deposit for equipment		1,333,057		1,576,021
Total	$	1,833,176	$	2,028,936

NOTE 8 – INTANGIBLE ASSETS

On October 28, 2008, the Company entered into an agreement with the Chinese government, whereby the Company paid RMB 5,403,579 to acquire the land use right and obtained a certificate of the land use right until October 27, 2058. The purchase price is being amortized over the term of the right of approximately fifty (50) years beginning on November 1, 2008 and amortization expense used in production is reported in cost of revenues.

F-14

Intangible assets at June 30, 2011 and December 31, 2010 consisted of the following:

	30-Jun-11			31-Dec-10
Land use right	$	834,968		$	815,918
Production license		725,818			709,258
Software		35,546			11,530
Less: accumulated amortization		(162,623	)		(120,056	)
Total	$	1,433,709		$	1,416,650

NOTE 9 – PROPERTY AND EQUIPMENT

Property and equipment at June 30, 2011 and December 31, 2010 consisted of the following:

	30-Jun-11			31-Dec-10
Buildings	$	6,620,115		$	6,480,400
Machinery and equipment		5,386,812			5,135,138
Motor vehicles		308,386			299,417
Office equipment		118,190			96,572
Less: accumulated depreciation		(1,088,271	)		(634,569	)
Property and equipment, net	$	11,345,232		$	11,376,958

Depreciation related to property and equipment used in production is reported in cost of revenues. Depreciation expense for the three months ended June 30, 2011 was $220,453, of which $21,255 was included in G&A expense and $199,198 was included in cost of revenue. Depreciation expense for the six months ended June 30, 2011 was $434,177, of which $42,093 was included in G&A expense and $392,084 was included in cost of revenue.

NOTE 10 – CONSTRUCTION IN PROGRESS

Construction in progress consists of capitalized costs associated with the construction of production lines that are not yet in service and therefore not yet being depreciated. All facilities purchased for installation, self-made or subcontracted, are accounted for under construction-in-progress. Construction-in-progress is recorded at acquisition cost, including cost of facilities, installation expenses and the interest capitalized during the course of construction for the purpose of financing the project. Upon completion and readiness for use of the project, the cost of construction-in-progress is to be transferred to fixed assets.

	30-Jun-11		31-Dec-10
Buildings	$	2,670,514	$	2,469,145
Construction in progress		1,183,901		812,726
Equipment		1,144,359		775,382
Capitalized interest		-		75,422
Others		114,293		283,028
Total	$	5,113,067	$	4,415,703

There is no capitalized interest for the three months ended June 30, 2011. Total capitalized interest for the six months ended June 30, 2011 was $24,709.

F-15

NOTE 11 – LONG-TERM LOANS

On October 23, 2009, Yili China borrowed a three-year long-term loan with principal of $1,545,213 from the Yili branch, Bank of China with an interest rate at 6.48% annually and the maturity date on October 21, 2012. On January 4, 2010, Yili China borrowed a three-year long-term loan with principal of $3,090,426 from the Yili branch, Bank of China with an interest rate at 6.48% annually and the maturity date on January 3, 2013. These loans are secured by then on-going construction project of production lines, buildings, land, machinery and equipment of Yili China. The principal amount will be due at the maturity date. Interest payments are due quarterly on the 21st day of the last month of such quarter.

	Interest			Maturity			Interest payments
	Rate			Date	Amount		2011		2012		2013

Yili branch, Bank of China		6.48	%	22-Oct-12	$	1,545,213	$	99,055	$	80,058	$	-

Yili branch, Bank of China		6.48	%	3-Jan-13		3,090,426		198,111		198,111		1,628

					$	4,635,639	$	297,166	$	278,169	$	1,628

NOTE 12 – INCOME TAXES

USA

The Company and its subsidiaries are subject to income taxes on an entity basis on income arising in, or derived from, the tax jurisdiction in which they operate. As the Company had no income generated in the United States, there was no tax expense or tax liability due to the Internal Revenue Service of the United States as of June 30, 2011. However, the Company has to pay corporate tax due to the rules of certain states.

BVI

C3 Capital, an international business company, was formed on July 26, 2005 in the British Virgin Islands by the Company. As a BVI company, C3 Capital does not have any income tax.

PRC

Pursuant to the PRC Income Tax Laws, the prevailing statutory rate of enterprise income tax is 25% for Yili China. There is no tax provision for the three and six months ended June 30, 2011.

F-16

	For six months ended June 30, 2011			For six months ended June 30, 2010
Income (loss) before income tax
United States	$	(327,062	)	$	(268,264	)
China		19,807			(176,793	)
Total	$	(307,255	)	$	(445,057	)

Provision for income taxes
Current income tax	$	-		$	-
Deferred income tax		-			-
Total	$	-		$	-

Effective worldwide tax rate		0.0	%		0.0	%

Reconciliation of effective income tax rate
Stautory U.S. tax rate		34.0	%		34.0	%
Tax rate difference		-9.0	%		-9.0	%
Valuation allowance - US only		-25.0	%		-25.0	%
Valuation allowance - PRC only		-			-
PRC NOL utilized		-			-
Other, net		-			-
Effective worldwide tax rate		0.0	%		0.0	%

During the first half of 2011, the United States entity had a net operating loss of $327,062 for which no benefit was realized and a 100% valuation allowance was created. At the same time, the Chinese entity had a net operating profit of $19,807. There is no tax provision for the three and six months ended June 30, 2011.

NOTE 13 - FOREIGN OPERATIONS

Substantially all of the Company’s operations are carried out and substantially most of its assets are located in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC. The Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency fluctuation and remittances and methods of taxation, among other things.

NOTE 14 – SUBSEQUENT EVENT

On August 8, 2011, an aggregate of 149,433 shares of Common Stock were issued to the holders of Series A Preferred Stock as the dividends.

The Company has evaluated subsequent events from the balance sheet date through when the report is issued.

F-17

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and the notes to those financial statements appearing elsewhere in this Report.

Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. 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. You should not place undue reliance on these forward-looking statements.

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.

The "Company", "we," "us," and "our," refer to (i) Master Silicon Carbide Industries, Inc. (formerly Paragon SemiTech USA, Inc.); (ii) Yili Carborundum USA, Inc. (“Yili US”); (iii) C3 Capital, Limited (“ C3 Capital ”); and (iv) Yili Master Carborundum Production Co., Ltd. (“Yili China”).

Overview

Through our indirectly wholly-owned operating subsidiary Yili China, we produce and sell in China high quality “green” silicon carbide and lower-quality “black” silicon carbide (together, hereinafter referred to as “SiC”). SiC is a non-metallic compound that has special chemical properties and a level of hardness that is similar to diamonds, is produced by smelting (the process of extracting a metal from its ore) quartz sand and refinery coke at temperatures ranging from approximately 1,600 to 2,500 degrees centigrade in a graphite electric resistance furnace.

The Company’s present SiC production capacity is 25,500 tons per annum. We have three production lines and the capacity of each line is 8,500 tons per annum.

Results of Operations for the Six Months ended June 30, 2011 and 2010

The following tables and analysis show the operating results of the Company for the six months ended June 30, 2011 and 2010.

	Six Months Ended June 30, 2011			Six Months Ended June 30, 2010			Percentage change
Revenues	$	8,651,144		$	3,240,365			167	%
Cost of revenues		7,102,396			2,716,514			161	%

Gross profit (loss)		1,548,748			523,851			196	%

General and administrative expenses		1,793,158			1,034,149			73	%

Total operating expenses		1,793,158			1,034,149			73	%

Profit (loss) from operations		(244,410	)		(510,298	)		-52	%

Interest income		39,841			38,554			3	%
Interest (expense)		(106,905	)		-			N/A
Other income (expenses)		4,219			26,687			-84	%

Total other income (expenses)		(62,845	)		65,241			-196	%

Profit (loss) before income taxes		(307,255	)		(445,057	)		-31	%

Income tax provision		-			-			N/A

Net profit (loss)	$	(307,255	)	$	(445,057	)		-31	%

Revenues

We generated sales revenues of $8,651,144 for the six months ended June 30, 2011, compared to $3,240,365 for the same period in 2010, representing an increase of $5,410,779, or 167%. A breakdown of total revenues is set forth in the following table:

Item	Six Months Ended June 30, 2011		Six Months Ended June 30, 2010		Percentage change
Green silicon:
Selling volume (ton)		6,608		2,593		155	%
Average price in US dollars		1,284.79		1,202.75		7	%
Subtotal		8,489,914		3,118,740		172	%

Black silicon:
Selling volume (ton)		226		175		29	%
Average price in US dollars		713.41		695.00		3	%
Subtotal		161,230		121,625		33	%

Total		8,651,144		3,240,365		167	%

During the first quarter of 2011, we had all three 8,500-ton production lines in operation. Due to some technical issues in the second quarter of 2011, including the breakdown of the raw material feeding system, we conducted an inspection and tests on two of our lines, therefore causing these two lines not to reach their full production capacity. At the same time, our third line operated well. During the second quarter of 2011, in order to replace some corroded parts in our facility and to repair the feeding system, we suspended the operation of Line No. 1 in April and May, and Lines No.2 and No.3 in May. Starting from June, all three lines resumed full production capacity and the purity level of our products has greatly improved above current market standards after this repair and inspection that we conducted in April and May.

For the six months ended June 30, 2011, we produced 6,720 tons of green SiC and 111 tons of black SiC. During the same period of last year, we only had two 8,500-ton production lines in operation. The total output of the same period of 2010 was only 3,877 tons of green SiC and 86 tons of black SiC.

During the first six months of 2011, the market prices of green SiC and black SiC were slightly increased compared to the same period of last year. Since the output of our SiC increased substantially, the Company sold 6,608 tons of green SiC and 226 tons of black SiC during the first two quarters this year. However, during the same period of last year, the Company only sold 2,593 tons of green SiC and 175 tons of black SiC. The sales volume of green SiC during the first six months of 2011 increased by nearly 155% compared to the same period last year. The Company’s revenue reached $8,651,144, or increased by 167%, compared to the revenue of $3,240,365 during the first two quarters of 2010.

Cost of Goods Sold

Cost of goods sold is primarily comprised of the costs of our raw materials and packaging materials, direct labor, manufacturing overhead expenses, depreciation, amortization, inventory count loss and freight charges. The raw materials include quartz, petrol coke and electricity power. These materials generally account for 8%, 60% and 32% of total raw material costs. Our cost of goods sold for the six months ended June 30, 2011 and 2010 were $7,102,396 and $2,716,514, respectively.

Item	Six Months Ended June 30, 2011		Six Months Ended June 30, 2010		Percentage change
Green silicon:
Production volume (ton)		6,720		3,877		73	%
Average cost in US dollars		1,081.67		1,022.46		6	%
Subtotal		7,268,822		3,964,077		83	%

Black silicon:
Production volume (ton)		111		86		29	%
Average cost in US dollars		1,081.67		1,022.46		6	%
Subtotal		120,065		87,932		37	%

Total production cost		7,388,887		4,052,009		82	%

During the six-month period ended June 30, 2011, the Company produced nearly 6,831 tons of SiC, compared to roughly 3,963 tons of SiC produced in the same period last year. During the first six months of 2011, our new lines consumed approximately 1.75 tons of quartz, 1.61 tons of petrol coke and 8,316 KW of electricity, respectively, for producing one unit of SiC. In the same period of last year when we had only two lines which were mainly in trial production, we consumed even more raw materials per unit: roughly 1.91 tons of quartz, 1.66 tons of petrol coke and 9,275KW of electricity. Since our productivity has been enhanced, we saved 4% of costs per ton due to the lower consumption of raw materials. However, the purchasing prices of petrol coke and electricity increased during the first six months of 2011 by 10% and 11% respectively. Therefore, the average production costs in the first half of 2011 were nearly 6% higher than the same period last year.

Gross Profit

During the six months ended June 30, 2011, we had gross profit of $1,548,748 and the gross profit margin was approximately 17.9%. In the same period last year, we had a gross profit of $523,851. The increase of our profit is mainly due to the following two reasons: (1) the Company produced and sold more SiC; and (2) the selling price of green SiC and black SiC slightly increased during the first half of 2011.

General and Administrative Expenses

Our operating and administrative expenses consist primarily of freight fee, related salaries, professional fee, depreciation and traveling expenses. Operating and administrative expenses were $1,793,158 for the six months ended June 30, 2011, as compared to $1,034,149 for the same period of 2010, an increase of $759,009. This increase was mainly due to the increased operating expenses such as new employees’ salaries and welfare, increased freight fees and travel expenses due to Yili China’s expanding production and sales. The increase of 344% on the part of the product taxes and other related taxes is attributed to and corresponds with the increase of our sales. Since the new facility was recorded into “fixed assets” during the fourth quarter of 2010, the depreciation during the first half of 2011 was much higher than the same period of 2010.

	Six Months Ended June 30, 2011		Six Months Ended June 30, 2010		Percentage change
G&A
Shipping and outbound freight fee		618,607		282,988		119	%
Professional fees		101,691		77,399		31	%
Travel expenses		50,636		37,019		37	%
Products tax and related taxes		6,373		1,435		344	%
Welfare and benefits		518,014		277,117		87	%
Social insurance		18,642		18,905		-1	%
Depreciation expenses		42,093		16,300		158	%
Amortization expenses		10,108		7,595		33	%
Public relations expenses		22,076		54,828		-60	%
Motor car expenses		27,336		23,548		16	%
Office expenses		137,073		136,785		0.2	%
Others		240,510		100,230		140	%
Total	$	1,793,158	$	1,034,149		73	%

Operating Loss

Our operating loss was $244,410 for the six months ended June 30, 2011, as compared to a loss of $510,298 for the comparable period of 2010, a decrease of $265,888. Our decrease in operating loss for the first half of 2011 was mainly due to increased revenue generated from the sales of our products that were produced by the new production lines.

Income Taxes

Our business operations are solely conducted by our subsidiaries incorporated in the PRC and we were governed by the PRC Enterprise Income Tax Laws. PRC enterprise income tax is calculated based on taxable income determined under PRC GAAP. In accordance with the Income Tax Laws, a PRC domestic company is subject to enterprise income tax at the rate of 25% and value added tax at the rate of 17% for most of the goods sold.

Incorporated in Xinjiang province in 2005, Yili China is subject to enterprise income tax at the rate of 25%. There was no income tax provision for Yili China during the first two quarters of 2011.

Net Loss

Net loss for the six months ended June 30, 2011 was $307,255, compared to a loss of $445,057 for the same period of 2010. Such decrease of net loss of $137,802 was a result of the increase in the revenues generated by the Company for the first six months of 2011 exceeding the aggregate increase of expenses and costs. During the first two quarters of 2011, however, we encountered some technical issues in two of our production lines. Therefore, we suspended the production and conducted inspections on the two lines for around 45 days. Our revenue was also impacted by the increased price of raw materials, namely petrol coke and electricity. Despite the above, we still produced 6,720 tons of green SiC and 111 tons of black SiC during the first six months. However, the Company did not generate enough gross revenue to cover the increased expenses. The Company made a relatively lower net loss for the six months ended June 30, 2011 compared to the same period last year.

Results of Operations for the Three Months ended June 30, 2011 and 2010

The following tables and analysis show the operating results of the Company for the three months ended June 30, 2011 and 2010.

	Three Months Ended June 30, 2011			Three Months Ended June 30, 2010			Percentage change
Revenues	$	4,330,316		$	2,411,868			80	%
Cost of revenues		3,585,184			1,862,207			93	%

Gross profit (loss)		745,132			549,661			36	%

General and administrative expenses		831,606			590,494			41	%

Total operating expenses		831,606			590,494			41	%

Profit (loss) from operations		(86,474	)		(40,833	)		112	%

Interest income		18,846			11,433			65	%
Interest (expense)		(66,225	)		-			N/A
Other income (expenses)		4,219			23,766			-82	%

Total other income (expenses)		(43,160	)		35,199			-223	%

Profit (loss) before income taxes		(129,634	)		(5,634	)		2201	%

Income tax provision		-			-			N/A

Net profit (loss)	$	(129,634	)	$	(5,634	)		2201	%

Net Revenues

We generated sales revenues of $4,330,316 for the three months ended June 30, 2011, compared to $2,411,868 for the same period in 2010, representing an increase of $1,918,448, or 80%. A breakdown of total revenues is set forth in the following table:

Item	Three Months Ended June 30, 2011		Three Months Ended June 30, 2010		Percentage change
Green silicon:
Selling volume (ton)		3,147		1,877		68	%
Average price in US dollars		1,324.78		1,264.36		5	%
Subtotal		4,169,086		2,373,201		76	%

Black silicon:
Selling volume (ton)		226		55		311	%
Average price in US dollars		713.41		703.04		1	%
Subtotal		161,230		38,667		317	%

Total		4,330,316		2,411,868		80	%

During the second quarter of 2011, in order to replace some corroded parts in our facility and to repair the feeding system, we suspended the operation of Line No. 1 in April and May, and Lines No.2 and No.3 in May. Due to the above, we only produced 2,408 tons of green SiC and 10 tons of black SiC. However, during the same time of last year, the total output was 3,062 tons of green SiC and 46 tons of black SiC. Starting from June, these three lines resumed production in full capacity and the purity level of our products has been greatly improved above the current market standard after this repair and inspections that we conducted in April and May.

During the second quarter of 2011, the market prices of green SiC and black SiC were similar to the same period of last year. Since we had enough inventories, the Company sold 3,147 tons of green SiC and 226 tons of black SiC. However, during the same period of last year, the Company only sold 1,877 tons of green SiC and 55 tons of black SiC. The sales volume of green SiC during the second quarter of 2011 increased by nearly 68% compared to the same period last year. The Company’s net revenue reached $4,330,316 and increased by 80%, compared to the net revenue of $2,411,868 during the second quarter of 2010.

Cost of Goods Sold

Cost of goods sold is primarily comprised of the costs of our raw materials and packaging materials, direct labor, manufacturing overhead expenses, depreciation, amortization, inventory count loss and freight charges. The raw materials include quartz, petrol coke and electricity power. These materials generally account for 8%, 60% and 32% of total raw material costs. Our cost of goods sold for the three months ended June 30, 2011 and 2010 were $3,585,184 and $1,862,207, respectively.

Item	Three Months Ended June 30, 2011		Three Months Ended June 30, 2010		Percentage change
Green silicon:
Production volume (ton)		2,408		3,062		-21	%
Average cost in US dollars		1,117.21		989.54		13	%
Subtotal		2,690,242		3,029,971		-11	%

Black silicon:
Production volume (ton)		10		46		-78	%
Average cost in US dollars		1,117.21		989.54		13	%
Subtotal		11,172		45,519		-75	%

Total production cost		2,701,414		3,075,490		-12	%

During the second quarter of 2011, the Company only produced nearly 2,418 tons of SiC, compared to roughly 3,108 tons of SiC produced in the same period last year. Since we did not reach the full capacity production in the second quarter of 2011, our production lines consumed, on average, approximately 1.84 tons of quartz, 1.59 tons of petrol coke and 8,392 KW of electricity, for producing one unit of SiC.In the same period of last year, our raw material consumption rate of each unit of SiC was roughly 1.88 tons of quartz, 1.59 tons of petrol coke and 8,202 KW of electricity, respectively. However, the purchasing prices of petrol coke and electricity increased nearly 10% compared to the same period of last year. Therefore, the average production costs in the second quarter of 2011 were nearly 13% higher than the same period last year.

Gross Profit

During the second quarter of 2011, we had gross profit of $745,132 and the gross profit margin was approximately 17.2%. In the same period last year, we had a gross profit of $549,661and the gross profit margin was nearly 22.8%. The increase of our profit is mainly due to the reason that the Company sold more SiC in the second quarter of 2011. However, since the production cost was higher than the same period last year, we had a lower gross profit margin for this quarter.

General and Administrative Expenses

Our operating and administrative expenses consist primarily of freight fee, related salaries, professional fee, depreciation and traveling expenses. Operating and administrative expenses were $831,606 for the three months ended June 30, 2011, as compared to $590,494 for the same period of 2010, an increase of $241,112. This increase was mainly due to the increased operating expenses such as new employees’ salaries and welfare, increased freight fees and travel expenses due to Yili China’s expanding production and sales. We started to accrue VAT tax during the second quarter of 2011, whereas we incurred none in the same period last year. Whenever output VAT tax is higher than input VAT tax, the Company will be required to pay VAT tax. Since we purchased more raw materials during the second quarter of 2010, the input VAT tax was higher than the output VAT tax; we didn’t pay any VAT tax in the second quarter of last year.

	Three Months Ended June 30, 2011		Three Months Ended June 30, 2010		Percentage change
G&A
Shipping and outbound freight fee		190,732		230,104		-17	%
Professional fees		94,869		31,107		205	%
Travel expenses		30,695		30,277		1	%
Products tax and related taxes		3,516		-		N/A
Welfare and benefits		270,251		138,263		95	%
Social insurance		13,279		5,712		132	%
Depreciation expenses		21,255		8,248		158	%
Amortization expenses		5,054		3,678		37	%
Public relations expenses		14,568		4,847		201	%
Motor car expenses		15,864		10,369		53	%
Office expenses		67,826		71,453		-5	%
Others		103,697		56,436		84	%
Total	$	831,606	$	590,494		41	%

Operating Loss

Our operating loss was $86,474 for the three months ended June 30, 2011, as compared to a loss of $40,883 for the comparable period of 2010, an increase of $45,641. Our increase in operating loss for the second quarter of 2011 was mainly due to increased revenue generated from the sales of our products could not cover the increased expenses and cost.

Income Taxes

Incorporated in Xinjiang province in 2005, Yili China is subject to enterprise income tax at the rate of 25%. There was no income tax provision for Yili China during the second quarter of 2011.

Net Loss

Net loss for the three months ended June 30, 2011 was $129,634, compared to a loss of $5,634 for the same period of 2010. Such increase of net loss of $124,000 was a result of the increase in the revenues generated by the Company for the second quarter of 2011 not exceeding the aggregate increase of expenses and costs. During the second quarter of 2011, we encountered some technical issues in two of our production lines. Therefore, we suspended the production on these two lines and conducted inspections on the two lines for around 45 days. Even though the production capacity of all three production lines has been restored normal levels in June, our gross revenue was adversely affected by the inspection and repair on all three production lines. Our revenue was also impacted by the increased prices of our raw materials, namely petrol coke and electricity. Despite the above, we however could not reach the normal gross profit margin which could be 24%. The Company therefore did not generate enough gross profit to cover the increased expenses. The Company made a relatively higher net loss for the three months ended June 30, 2011 compared to the same period last year.

Liquidity and Capital Resources

As of June 30, 2011, we had cash and cash equivalents of $2,640,872. Compared to the same period of last year, cash and cash equivalents were increased by $653,831.

The following table sets forth a summary of our cash flows for the periods indicated:

	Six Months Ended June 30, 2011			Six Months Ended June 30, 2010			Percentage change
Net cash provided by (used in) operating activities	$	(17,463	)	$	(1,122,997	)		98	%
Net cash provided by (used in) investing activities		647,266			(3,944,875	)		116	%
Net cash provided by (used in) financing activities		12,229			2,923,689			-100	%
Effect of exchange rate changes on cash		11,799			5,878			101	%
Net increase (decrease) in cash and cash equivalents		653,831			(2,138,305	)		131	%
Cash and cash equivalents, beginning of period		1,987,041			6,194,046			-68	%
Cash and cash equivalents, end of period	$	2,640,872		$	4,055,741			-35	%

Operating Activities

Net cash used in operating activities was $17,463 for the six months ended June 30, 2011, compared to an amount of $1,122,997 net cash that was used in operating activities during the same period of last year. The decrease of net cash used in operating activities was mainly due to the fact that the Company sold more SiC than the same period last year, which resulted in more cash provided by operating activities. Even though the Company sold more SiC during the first half of 2011, we still spent a little bit more cash on the purchase of raw materials. Therefore, the Company had $17,463 used in operating activities.

Investing Activities

Net cash provided by investing activities for the six months ended June 30, 2011 was $647,266, compared to an amount of $3,944,875 net cash that was used in investing activities for the same period of last year. On February 10, 2010, the Company made a loan of $1,000,000 to China Silicon Corporation (“CSC”) on an unsecured basis at an annual rate of 6% for a term of one year. Besides the $1,000,000 loan made to CSC, the Company invested the rest of the money for the construction of the new lines. Since the construction of three new lines was finished in 2010, we had less cash used in investing activities during the first half of 2011 than the same period of last year. The Company spent $329,243 in building the new facility during the first half of 2011 and $2,944,875 during the same time of 2010. Furthermore, CSC has paid off the loan of $1,000,000 on June 15, 2011. Therefore, the Company had cash of $647,266 provided by investing activities.

Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2011 totaled $12,229, compared to $2,923,689 provided by financing activities during the same period of 2010. The net cash provided by financing activities for the six months ended June 30, 2010 was mainly attributable to a bank loan of $2,930,317 that the Company received on January 4, 2010 from Bank of China.

Inventories

Inventories consisted of the following as of June 30, 2011 and December 31, 2010:

	30-Jun-11		31-Dec-10
Raw materials	$	1,006,683	$	306,249
Finished goods		2,710,342		2,352,406
Work in progress		604,590		316,541
Total	$	4,321,615	$	2,975,196

Our raw materials mainly include quartz and petrol coke, which account for more than 95% of total raw materials. Quartz comes from local mining companies and individual collectors. Quartz in Xinjiang province is 99.99% pure. Petrol coke comes from the Sinopec Group which is the biggest petrol company in China. We have not, in recent years, experienced any significant shortages of manufactured raw materials and normally do not carry inventories of these items in excess of what is reasonably required to meet our production and shipping schedules. Compared with the amount of December 31, 2010, the increase of inventories is mainly attributable to the largely increased finished goods and raw materials as a result of the operation of our three new production lines during the first two quarters of 2011.

Property and Equipment

The following is a summary of property and equipment at June 30, 2011 and December 31, 2010:

	30-Jun-11			31-Dec-10
Buildings	$	6,620,115		$	6,480,400
Machinery and equipment		5,386,812			5,135,138
Motor vehicles		308,386			299,417
Office equipment		118,190			96,572
Less: accumulated depreciation		(1,088,271	)		(634,569	)
Property and equipment, net	$	11,345,232		$	11,376,958

We lease our office space at both 558 Lime Rock Road, Lakeville, Connecticut and 420 Lexington Avenue, Suite 860, New York, NY from Kuhns Brothers, Inc. and its affiliates (“Kuhns Brothers”). Our Chairman and CEO, Mr. Kuhns, is a controlling shareholder, President, CEO and Chairman of Kuhns Brothers. The lease commenced on September 1, 2008 for a term of one year with a monthly rent of $7,500, and such lease was extended for a year with the same rate of rent until August 31, 2010. On September 1, 2010, we extended the lease with the same rate of rent for another one year.

Our operating facilities are located at Zone A, Industry Zone of Yining County of Yili Hasake Autonomous State under Xinjiang Uygur Autonomous Region of the PRC. On October 28, 2008, the Company paid $790,934 to obtain the land use right for fifty years for nearly 107,214 square meters of land where our operating facilities are located. On such property, we have constructed temporary factory buildings covering an area of approximately 2,600 square meters, as well as our office building of 350 square meters and an employee’s dormitory building with a construction area of 350 square meters. The land on which all the buildings are located has an area of approximately 33,333 square meters. The purchase of such land use right is to satisfy the need of our ongoing constructions of our new furnaces and to expand our operations.

Accounts Payable

Accounts payable amounted to $3,321,680 and $2,586,381 as of June 30, 2011 and December 31, 2010, respectively. Accounts payable primarily resulted from our purchases of raw materials and equipment. The increase of $735,299 in accounts payable was mainly due to our increased purchase of raw materials, including quartz, petrol coke and electricity. Our biggest supplier is Yihe Hydro Center, the payables to which accounted for more than 35% of the total amount of accounts payable as of June 30, 2011.

Critical Accounting Policies and Estimates

Management's discussion and analysis of its financial condition and results of operations are based upon the Company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The Company's financial statements reflect the selection and application of accounting policies which require management to make significant estimates and judgments. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The Company believes that the following reflect the more critical accounting policies that currently affect the Company's financial condition and results of operations.

Revenue Recognition

Product sales are recognized when the products are shipped and title has passed. Sales revenue represents the invoiced value of goods, net of a value added tax (“VAT”). All of the Company's products that are sold in the PRC are subject to a Chinese VAT at a rate of 17% of the gross sales price. This VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing its finished products.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are recorded utilizing the straight-line method over the estimated original useful lives of the assets. Amortization of leasehold improvements is calculated on a straight-line basis over the life of the asset or the term of the lease, whichever is shorter. Major renewals and betterments are capitalized and depreciated; maintenance and repairs that do not extend the life of the respective assets are charged to expense as incurred. Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in income. Depreciation related to property and equipment used in production is reported in cost of sales.

Long-term assets of the Company are reviewed annually as to whether their carrying value has become impaired.

Bad Debts

The Company's business operations are conducted in the People's Republic of China. The Company extends unsecured credit only to its relatively large customers with a good credit history. Management reviews its accounts receivable on a regular basis to determine if the bad debt allowance is adequate at each period-end. Because we only extend trade credits to our largest customers, who tend to be well-established and large sized businesses, and we have not experienced any write-off of accounts receivable in the past, we elected not to provide for any bad debt allowance and consider all accounts receivable collectable.

Off-Balance Sheet Arrangements

The Company has not engaged in any off-balance sheet transactions since its inception.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Mr. John Kuhns, our Chief Executive Officer, and Mr. Lin Han, our Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Report. Based on that evaluation, our officers concluded that our disclosure controls and procedures were effective.

Changes in Internal Controls

There were no changes in the Company’s internal control over financial reporting that occurred during the three months period ended June 30, 2011 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

PART II OTHER INFORMATION

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three-month period ended June 30, 2011, the Company issued to the holders of Series A Preferred Stock an aggregate of 149,433 shares of Common Stock as dividend shares.

This issuance was effectuated pursuant to the exemption from the registration requirements of the Securities Act of 1933 (the “Act”), as amended, provided by Section 4(2) of the Act and/or Regulation D promulgated thereunder.

Item 6. EXHIBITS

(a) Exhibits

31.1 –

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

31.2 –

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

32.1 –

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

101.INS –

XBRL Instance Document

101.SCH –

XBRL Taxonomy Extension Schema Document

101.CAL –

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF –

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB –

XBRL Taxonomy Extension Label Linkbase Document

101.PRE –

XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

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

	MASTER SILICON CARBIDE INDUSTRIES, INC.

Date: August 15, 2011	By:	/s/ John D. Kuhns
		John D. Kuhns
		President and Chief Executive Officer
		(principal executive officer)

Date: August 15, 2011	By:	/s/ Lin Han
		Lin Han
		Chief Financial Officer
		(principal financial officer and accounting officer)

Master Silicon Carbide Industries, Inc. 10-Q