UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________

Commission file number 0-31481

CARTHEW BAY TECHNOLOGIES INC.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant's Name into English)

ONTARIO

(Jurisdiction of incorporation or organization)

BROOKFIELD PLACE, 181 BAY STREET, SUITE 2500

TORONTO, ONTARIO M5J 2T7 CANADA

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

NONE

Securities registered or to be registered pursuant to Section 12(g) of the Act.

COMMON SHARES

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

NONE

(Title of Class)

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

76,404,648 COMMON SHARES

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨         No x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ¨         No x

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 reporting requirements for the past 90 days.

Yes x             No ¨

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

Large accelerated filer  ¨              Accelerated filer  ¨              Non-accelerated filer  x

Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 x         Item 18 ¨

If this is an annual report, 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 Issuers involved in Bankruptcy proceedings during the past five years) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ¨             No ¨

TABLE OF CONTENTS

Part I
Item 1.	Identity of Directors, Senior Management and Advisers	3
Item 2.	Offer Statistics and Expected Timetable	3
Item 3.	Key Information	3
Item 4.	Information on the Company	11
Item 4A.	Unresolved Staff Comments
Item 5.	Operating and Financial Review and Prospects	27
Item 6.	Directors, Senior Management and Employees	34
Item 7.	Major Shareholders and Related Party Transactions	41
Item 8.	Financial Information	44
Item 9.	The Offer and Listing	45
Item 10.	Additional Information	46
Item 11.	Quantitative and Qualitative Disclosures About Market Risk	61
Item 12.	Description of Securities Other than Equity Securities	61
Part II
Item 13.	Defaults, Dividend Arrearages and Delinquencies	61
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	61
Item 15.	Controls and Procedures	61
Item 16.	[Reserved]	62
Item 16A.	Audit Committee Financial Expert	62
Item 16B.	Code of Ethics
Item 16C.	Principal Accountant Fees and Services	63
Item 16D.	Exemptions from listing the Standards for Audit Committees
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	63
Part III
Item 17.	Financial Statements	63
Item 18.	Financial Statements	63
Item 19.	Exhibits	63

2

FORWARD LOOKING STATEMENTS Certain statements in this annual report are based upon the beliefs of management of Carthew Bay Technologies Inc. (Formerly Astris Energi Inc.), as well as assumptions made by and information currently available to management, and such statements may constitute "forward-looking statements" within the meaning of the U. S. Private Securities Litigation Reform Act of 1995. Investors should note that many factors, some of which are discussed elsewhere in this Report, could affect the future operations and the future financial results of the Company and could cause future operations and future financial results to differ materially from those expressed in such forward-looking statements.

PART I.

ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS.

Not Applicable.

ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE.

Not Applicable.

ITEM 3.  KEY INFORMATION.

A.  SELECTED FINANCIAL DATA.

The following table sets forth, in Canadian dollars, selected historical information concerning the Company presented in accordance with Canadian GAAP and is qualified by reference to the consolidated financial statements and notes thereto. See "Item 17. Financial Statements".

	As at December 31, 2009			As at December 31, 2008			As at December 31, 2007			As at December 31, 2006			As at December 31, 2005
Revenue	$ NIL			$ NIL			$	31,290		$	85,915		$	291,512
Net Profit (Loss) from Operations		(148,984	)		(571,755	)		(2,507,843	)		(2,120,422	)		(5,330,864	)
Net Profit (Loss)		(155,785	)		176,689			1,995,088			(2,120,422	)		(5,330,864	)
Basic Profit (Loss) from operations per Share		0.00			0.00			0.04			(0.05	)		(0.16	)
Diluted		0.00			0.00			0.02			n/a			n/a
Total Assets		2,892,240			2,995,529			2,634,698			1,766,218			982,494
Net Assets		2,789,294			2,945,079			2,551,811			( 53,221	)		(228,456	)
Long Term Obligations		—			—			—			—			—
Share Capital		10,978,448			10,978,448			10,845,648			11,205,002			10,030,096
Number of Shares Basic		76,404,648			76,404,648			50,789,682			48,131,669			37,906,569
Cash Dividends		—			—			—			—			—

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EXCHANGE RATES

The following table sets out the exchange rates for the conversion of Canadian dollars into United States dollars.  The exchange rates used are the closing rates provided by The Bank of Canada.  The table lists the rate in effect at the end of the following periods, the average exchange rates (based on the average of the exchange rates for the closing date of each month in such periods), and the range of high and low exchange rates for such periods.

Year ended December 31,	2009		2008		2007		2006		2005
End of Period		.9555		.8166		1.02		.86		.86
Average for Period		.8704		.938		.936		.882		.825
High for Period		.9716		1.028		.84		.91		.875
Low for Period		.7692		.7711		1.09		.853		.785

The following table sets out the range of high and low exchange rates, for the conversion of Canadian dollars into United States dollars for each of the corresponding months during 2009 and 2010.  The exchange rates used are the closing rates as provided by the Bank of Canada.

Month	High		Low
November 2009		.9560		.9282
December 2009		.9611		.9334
January 2010		.9755		.9384
February 2010		.9597		.9316
March 2010		.9888		.9596

The exchange rate on December 31, 2009 for the conversion of United States dollars into Canadian dollars was $1.0466 (CDN$1.00 = US$.9555). As of April 28, 2010 the close rate of exchange for the conversion of United States dollars into Canadian dollars was 1.0128(CDN$1.00 = US$.9874).  The exchange rates used are the closing rates as provided by the Bank of Canada.

B. CAPITALIZATION AND INDEBTEDNESS.

Not Applicable.

C. REASON FOR THE OFFER AND USE OF PROCEEDS.

Not Applicable.

D.   RISK FACTORS. An investment in the securities of the Company involves a high degree of risk. The following risk factors should be considered carefully in evaluating the Company and its business. If any of the risks described below occurs, the business, results of operations and financial condition of the Company could be adversely affected.

4

HISTORY OF LOSSES SINCE INCEPTION, EXPECTATION OF LOSSES IN THE IMMEDIATE FUTURE, AND POSSIBILITY THAT THE COMPANY MAY NEVER ACHIEVE OR SUSTAIN PROFITABILITY. The Company has incurred operating net losses each year since inception. The accumulated deficit of the Company was CDN$14,425,721 as of December 31, 2009.

Carthew Bay Technologies Inc. (Formerly Astris Energi Inc.) (the “Company”) designed, developed, manufactured and sold alkaline fuel cells (“AFCs”) and alkaline fuel cell systems, fuel cell and battery test loads and provide engineering and other services.  

Since inception, the efforts of the Company have been devoted to the development of AFCs for industrial, commercial, educational, scientific, transportation and similar applications.  The Company had not earned significant revenues.

On August 1, 2007, the Company sold substantially all its assets, including its wholly-owned subsidiaries, to MKU Canada Inc., an arm’s-length third party.  MKU Canada Inc. is a wholly-owned subsidiary of MKU Cyprus Ltd.  The transaction includes the sale of substantially all of the assets of the Company, including its fuel cell and test load technology assets for consideration of: i) US$3,064,363 in cash ($3,216,049 Canadian: ii) forgiveness of US$1,225,000 and $380,000 Canadian of face value  secured convertible debentures held by ACME Global Inc. (a subsidiary of MKU Cyprus Ltd.) along with US$210,000 ($234,558 Canadian) of accrued interest: iii) an option for the Company, for a consideration of $1 to purchase 4,248,750 of its own shares: iv) the forgiveness of a secured convertible promissory note in the amount of US$600,000 ($642,700 Canadian). The Company has exercised the option to reacquire and cancel the 4,248,750 of its own shares.

With the sale of substantially all of its assets, the Company ceased to be in the development stage.  In prior years, the Company reported as a development stage enterprise.

The Company changed its name to Carthew Bay Technologies Inc. on August 17, 2007.

On December 10, 2007, the Company announced that it had executed a letter of intent (“LOI”) with Colorep Inc. (“Colorep”) relating to a transaction whereby shares of the Company will be issued in exchange for all of the issued and outstanding shares of Colorep under terms that constitute a reverse takeover (“RTO”) pursuant to Emerging Issue Committee abstract EIC-10, Reverse Takeover Accounting, of the CICA Handbook.  Following the successful completion of the RTO, the Company would become the legal parent of, and the existing shareholders of Colorep would acquire control of, the combined enterprise.  Successful completion of the RTO is subject to several conditions as discussed below.

Colorep is located in Rancho Cucamonga, CA, and develops and offers for sale sustainable subsurface printing and dyeing technology for decorating a wide variety of textiles and other consumer products. Colorep has previously announced its intention to acquire Transprint USA Inc. (“Transprint”), a privately held, employee-owned company, founded in 1978, with headquarters and manufacturing facilities in Harrisonburg, VA, and design studios and showrooms in New York City and Charlotte, NC. Transprint offers printing products and design services worldwide for the apparel, commercial and residential furnishings markets.  The definitive share purchase agreement between Colorep and Transprint has been completed.  One of the conditions precedent to the conclusion of the RTO under the LOI is receipt by Colorep of a credit facility sufficient to enable Colorep to conclude the acquisition of Transprint.

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Pursuant to the LOI and subject to the terms thereof, the Company will invest US $2,000,000 in two equal tranches into secured debentures (the “Debentures”) of Colorep.  The Debentures will bear interest at 1% per month (unless increased pursuant to the terms of the LOI) and interest will accrue until maturity on April 30, 2008.  Subject to certain conditions, the Company is obligated to advance the first US $1,000,000 to Colorep upon execution of a binding share exchange agreement.  The LOI further provides that upon receipt of all approvals, including shareholder and regulatory approvals, necessary to conclude the RTO, the Company will cancel the Debentures.  There are many conditions associated with the conclusion of the various transactions included as part of the LOI including: a) a condition that the Company consolidate its shares pursuant to a formula included as part of the LOI, and b) the completion of Transprint acquisition by Colorep.

Subject to certain extension provisions set out in the LOI, the transactions contemplated thereunder must be completed prior to April 30, 2008.  Upon closing of the RTO, all of the current members of the Board of Directors of the Company, other than Michael Liik, will resign and will be replaced by between four and six new members.

Execution of the LOI has received the unanimous approval for the Board of Directors of the Company.

In conjunction with the proposed RTO, the Board of Directors of the Company approved a Success Fee payable to its CEO and CFO amounting to 1.4% of the Colorep transaction value or $1,150,000, earned upon closing of the Colorep RTO transaction and payable as a combination of cash remaining in the Company immediately prior to the RTO transaction and treasury shares of the Company issued at a price equivalent to the value per share (after giving consideration to the shares issued in this regard) received by the shareholders of the Company as a consequence of the RTO.  The fee would be increased by an additional 0.06% of the transaction value or $500,000, or such pro-rated amount, determined 3 months after closing of the RTO transaction and based upon the performance of the post-RTO shares.  In the event that the performance of the post-RTO shares (with the definition of performance to be established in a formal agreement), is between $0.70 per share equivalent value (as described in the LOI) and $1.00 per share, the additional $500,000 fee would be pro-rated such that no fee would be earned on the lower threshold and the full fee earned on the upper threshold.  This fee would be payable in treasury shares of the Company on the basis described above.

On May 23, 2008, Carthew Bay Technologies Executed Agreement and Plan of Merger with Colorep, Inc. and advanced a second US$1.0 Million in respect of the Secured Debenture Financing related thereto.

6

On March 26, 2010, the Company made changesto the Success/M&A Fee originally approved in December 2007.  Upon Shareholder approval of the conversion discussed below, the previously issued 21,821,632 shares held in escrow (note 6(a)) will be released as well as a cash payment of $150,000. On March 26, 2010 the CEO agreed to surrender 2,543,485 options and the CFO agreed to surrender 1,526,091 options as well as 254,348 Finder’s Fee options granted in 2007.

The Company has entered into the Amended and Restated Convertible Debenture of Colorep (which replaces the Debentures) and the Amended and Restated Agreement and Plan of Merger (which replaces the Original Agreement and Plan of Merger), both of which are made and effective as of March 31, 2010.  The Amended and Restated Convertible Debenture and the Amended and Restated Agreement and Plan of Merger were entered into at the request of Colorep (i) to facilitate its immediate financing needs, and (ii) because the Company was able to negotiate an amendment fee.  The Amended and Restated Convertible Debenture requires the Company to hold a shareholder’s meeting at the earliest possible date to approve above amendments.

The Amended and Restated Convertible Debenture provides that all outstanding principal and unpaid interest will be due on March 31, 2012 and will bear interest at a rate of one percent (1%) per month until such time.  In exchange for the Company’s agreement, Colorep agreed to pay an amendment fee of US $100,000 (the “Amendment Fee”), payable in the amount of US $50,000 immediately and US $50,000 on April 30, 2010, to be credited against the cash payment obligation set forth in (iv) below.  The amended and Restated Convertible Debenture also provides that, immediately upon approval by the Shareholders of the Special Resolution described under the heading “Special Resolution” below:

i)  all outstanding principal and unpaid interest and all other amounts owed by Colorep to the Company will be converted into: (a) 714,005 shares of Series C preferred stock of Colorep (convertible into shares of common stock at a rate of ten shares of common stock for each share of Series C Preferred Stock) – which represent approximately 4.52% of the outstanding securities of Colorep, calculated on an as-converted into common shares basis (fully diluted in accordance with US GAAP) or 2.58% of the outstanding shares of Colorep calculated on an as-converted into common shares basis (fully diluted including all warrants); (b) warrants to purchase 7,140,050 shares of common stock of Colorep to be exercisable at US $0.378 per share for a period of five years from issuance – which represent approximately 2.58%  of the outstanding shares of Colorep calculated on an as-converted into common shares basis (fully diluted including all warrants) (these warrants are not included pursuant to US GAAP); and (c) 2,697,392 shares of Common Stock of Colorep – which represent approximately 1.71% of the outstanding shares of Colorep, calculated on an as-converted into common shares basis (fully diluted basis in accordance with US GAAP) or 0.97% of the outstanding common shares of Colorep calculated on an as-converted basis (fully diluted including all warrants);

ii)  the shares of Series C preferred stock and warrants to purchase common stock of Colorep issued pursuant to (i) will be subject to adjustment pursuant to applicable anti-dilution provisions in favour of the Company;

iii)  a conversion fee of US $500,000 payable out of financings would accrue to the Company and be payable in two portions without interest: (a) upon consummation of Colorep’s next Company Financing Event (as defined in the Amended and Restated Convertible Debenture), an amount equal to 10% of the proceeds of the financing; and (b) the balance due, if any, upon consummation of any subsequent Company Financing Event;

7

iv)  US $30,000 per month would accrue to the Company until the date of effectiveness of a Form 10 filing by Colorep registering its Common Stock pursuant to Section 12 of the U.S. Exchange Act (subject to a minimum of US $150,000 and a maximum of US $184,931), payable as follows: (a) application of the paid Amendment Fee as an advance against subsequent accruals; and (b) any accrued and unpaid balance of the accruals payable concurrent with consummation of each Company Financing Event subsequent to the closing of the conversion;

v)  5% of the Original Issuance Price (as defined in the Amended and Restated Convertible Debenture) would accrue to the Company per annum per Series C Share issued in conjunction with the conversion, until conversion of the Series C Shares at the Company’s option or automatically upon the common stock of Colorep becoming freely tradable (as applicable), and payable by Colorep concurrent with conversion of the Series C Shares in either cash or additional Series C Shares (to be immediately converted) at Colorep’s option;

vi)  Colorep would be required to issue additional warrants to purchase shares of Common Stock of Colorep and pay a $25,000 cash penalty to the Company in the event that it fails to timely pay any amount due under item (iii) or item (iv) above;

vii)  pursuant to the terms of its Series C Shares of Colorep, the Company will be entitled to elect one member of the board of directors of Colorep until such time as less than fifty and one tenth percent (50.1%) of such shares are outstanding;

viii)  the Company will be granted certain participation rights, information rights and other rights pursuant to a third amended and restated investors’ rights agreement: and

ix)  the Company will be granted certain registration and other rights pursuant to a third amended and restated registration rights agreement

The Amended and Restated Agreement and Plan of Merger provides Colorep with the option to determine whether or not to proceed with the RTO, which Colorep must exercise on or before December 31, 2010.  The Company does not have any right to trigger or enforce the Amended and Restated Agreement and Plan of Merger with respect to the conduct and completion of the RTO in the absence of Colorep exercising its option to proceed with the RTO.  If Colorep does not exercise its option to proceed with the RTO prior to December 31, 2010, the Amended and Restated Agreement and Plan of Merger shall terminate and the parties will have no further obligations to conduct or complete the RTO.  If Colorep does exercise its option to proceed prior to December 31, 2010, the RTO would be conducted and completed pursuant to the Amended and Restated Agreement and Plan of Merger and a further special meeting of the shareholders of the Company would be convened to obtain any additional approvals of the shareholders of the Company that may be required with respect thereto.

8

On May 6, 2010, CBT announced that the shareholders voted overwhelmingly to approve the conversion of the Company’s debt investment in Colorep Inc. into various equity securities of Colorep and cash payments at the Special Meeting of Shareholders. The Company also announced that it had formed an Advisory Board made up of Messrs. Jiri Nor, Atul Sabharwal, and Michael Stein. The Company further announced that its Chief Executive Officer and Chief Financial Officer have today agreed to amend their success fee arrangement in connection with the approval of the transaction with Colorep.  As a result, 1/3 of the 21,776,632 common shares in the capital of the Company which were to be released from escrow today to the Chief Executive Officer and Chief Financial Officer of the Company (as more fully described in the management information circular prepared in connection with the special meeting of shareholders of the Company held today) will continue to be held in escrow until such time when, over a period a 5 consecutive business days, the simple average of the closing prices of the Company’s shares on the principal stock exchange or stock quotation system on which such stock trades is equal to or greater than U.S. $0.11¢.  However, if the shares remaining in escrow are not released on or before May 6, 2015 they shall be surrendered to the Company and cancelled.

The Consulting Agreement between CBT and and Macnor was amended on May 6, 2010 so that there will be no minimum number of consulting service days, the options previously granted will be surrendered for cancellation such that Macnor Corp. will retain options to purchase 416,666 common shares of CBT. The term of the agreement was also amended so that the initial term of the agreement will be for one year subject to renewal upon mutual agreement.

On May 20th, CBT announced that it had completed the conversion of the Company’s debt investment in Colorep, Inc., into various securities and cash payments.

RISKS INHERENT IN INTERNATIONAL OPERATIONS INCLUDING CURRENCY EXCHANGE RATE FLUCTUATIONS AND TARIFF REGULATIONS. A substantial portion of the Company's revenues is expected to be realized in currencies other than Canadian dollars. The Company's operating expenses are primarily paid in Canadian dollars. Fluctuations in the exchange rate between the Canadian dollar and such other currencies may have a material effect on the Company's results of operations.

POSSIBLE DIFFICULTIES BY UNITED STATES PERSONS TO EFFECT SERVICE OF PROCESS WITHIN THE UNITED STATES UPON THE COMPANY OR ITS DIRECTORS OR OFFICERS, OR TO REALIZE IN THE UNITED STATES UPON JUDGMENTS. The Company is an Ontario corporation with its principal place of business in Canada. Most of its Directors and Officers are residents of Canada and most of the assets of such persons and of the Company are located outside the United States. US Persons should not assume that Canadian courts (i) would enforce judgments of United States courts obtained in actions against the Company or its Officers and Directors predicated upon the civil liability provisions of the United States federal securities laws or the securities or "blue sky" laws of any state within the United States or (ii) would enforce, in original actions, liabilities against the Company or its Officers and Directors predicated upon the United States federal securities laws or any such state securities or blue sky laws.  Canadian courts can enforce such judgments but are not required to give “full faith and credit” to such judgments as would courts lying in separate United States jurisdictions. For instance, a Florida court would have to enforce a New York judgment, but a Canadian court can decide not to enforce a US judgment in Canada.

9

THE COMPANY HAS NEVER PAID DIVIDENDS AND IT DOES NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE. The Company has never declared any cash dividends on its Common Shares, and if the Company were to become profitable, it would be expected that most or all of such earnings would be retained to support the business. As a result, shareholders must rely on stock appreciation for any return on their investment in the Common Shares.

THE COMPANY HAS AUTHORIZED AN UNLIMITED NUMBER OF COMMON SHARES AND UP TO 10,000,000 PREFERRED SHARES OF SHARE CAPITAL.  Under Canadian law the Company is able to issue an unlimited number of its common shares and up to 10 million preferred shares. The Company does not need the consent of its shareholders to issue these additional shares. Therefore, there is a high likelihood of dilution from the issuance of additional shares. The additional shares can be used to thwart a takeover attempt that the Board of Directors does not deem in the Company’s best interest, however the Company has not made any provision for issuing shares in that manner. The Company has not issued any preferred shares.

VOLATILE AND LIMITED MARKET FOR THE COMPANY'S COMMON SHARES. The Company's Common Shares are not actively traded.  The Company's Common Shares began trading on the Over The Counter Bulletin Board Exchange (“OTC.BB”) on June 20, 2001.  The Common Shares traded in 2009 from a high of US$0.02 to a low of US$0.005 per share. The Common Shares are not presently publicly traded in Canada. There can be no assurance given that trading activity will increase investor recognition.

APPLICATION OF THE SEC PENNY STOCK REGULATIONS AND RESTRICTIONS. The Securities and Exchange Commission has adopted regulations which generally define Penny Stocks to be an equity security that has a market price less than US$5.00 per share or an exercise price of less than US$5.00 per share.  This is subject to certain exemptions based upon minimum assets or revenues. As of April 28, 2010, the closing bid and asked prices for the Common Shares were US$.0133 and US$.05 per share. As a Penny Stock, the Company's Common Shares may become subject to Rule 15g-9 under the Securities Exchange Act of 1934, as amended, or the Penny Stock Rule. This Rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and "accredited investors" (generally defined as individuals with a net worth in excess of US$1,000,000 or annual incomes exceeding US$200,000, or combined annual income with spouse of US$300,000).  For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction prior to sale. As a result, this Rule may affect the ability of broker-dealers to sell the Company's securities and may affect the ability of purchasers to sell any of the Company's securities in the secondary market.

10

For any transaction involving a Penny Stock, unless exempt, the Rule requires that prior to any transaction in a Penny Stock, a disclosure schedule prepared by the SEC relating to the Penny Stock market is delivered. Disclosures about sales commissions payable to both the broker-dealer and the registered representative and about current quotations for the securities are also required. Finally, monthly statements are required to be sent disclosing recent price information for the Penny Stock held in the account and information on the limited market in penny stock.

FORWARD LOOKING INFORMATION

The following discussion, as well as other sections within this annual report, contains forward-looking information which is based on current expectations and entails various risks and uncertainties. These risks and uncertainties could cause or contribute to actual results that are materially different from those expressed or implied.  The forward-looking information contained in this document is current only as of the date of the document.  There should not be an expectation that such information will in all circumstances be updated, supplemented or revised whether as a result of new information, changing circumstances, future events or otherwise.

ITEM 4. INFORMATION ON THE COMPANY.

A. HISTORY AND DEVELOPMENT OF THE COMPANY.

Carthew Bay Technologies Inc. (Formerly Astris Energi Inc.) ("AEI" or the "Company") was incorporated as Kayty Exploration Ltd. on March 18, 1981, pursuant to the Companies Act of the Province of Alberta, Canada to engage in oil and gas exploration activities. The Company subsequently changed its name to Kayty Inc. in August 1987, changed the place of incorporation to the Province of Ontario, Canada, and effected a one-for-ten reverse split of its Common Shares. In December 1994, the Company changed its name to WLD Inc. ("WLD") and effected a one-for-three reverse split of its Common Shares, reducing the outstanding Common Shares to 5,000,000 shares. By 1995, WLD had ceased exploration activities and sought other business activities. In February 1996, the Company acquired Astris Inc. in exchange for 1,500,000 Common Shares and warrants for the purchase of 3,500,000 Common Shares, which warrants were subsequently exercised in 1997 at an exercise price of CDN$0.05 per warrant. Additionally, in June 1995, the Company changed its name to  Astris Energi Inc. The purpose of the acquisition was for the Company to obtain a potentially promising business activity, and Astris Inc. was seeking to be part of a public company to facilitate raising working capital to further the development of its fuel cell research.  AEI began trading on the OTC.BB under the trading symbol “ASRNF” on June 20, 2001. On August 22, 2007 the trading symbol was changed to “CWBYF” coincident with the change in name from Astris Energi Inc. to Carthew Bay Technologies Inc.

The Company's principal business office is located at Brookfield Place, 181 Bay Street, Suite 2500, Toronto, Ontario, Canada M5J 2T7 and its telephone number is (416)307-4015. The Company's e-mail address is mliik@carthewbaytechnologies.com. The Company maintains a website at www.carthewbaytechnologies.com. The Company is not incorporating, by reference in this Form 20-F, the information on its website.

11

The Company’s U.S. agent is CT Corporation System, 111 Eighth Avenue, 13th Floor, New York City, New York, U.S.A. 10011.

B. BUSINESS OVERVIEW.

THE COMPANY'S PURPOSE

The Company's mission was to become the leading provider of affordable fuel cells and fuel cell power generators.  The Company’s near term priority was to achieve the required business partnerships and financing to successfully achieve manufacturing capability leading to commercialization.  The Company’s business plan called for commercialization within three years provided that adequate funding can be secured. With the Asset Sale in July 2007, the Company has changed its focus and direction and sought to maximize shareholder value. As such, on May 23, 2008, the Company executed an Agreement and Plan of Merger with Colorep, Inc.

DESCRIPTION OF THE COMPANY'S BUSINESS ACTIVITIES

Carthew Bay Technologies Inc. (Formerly Astris Energi Inc.) is a Canadian (Mississauga, Ontario) company that since 1983 had been pioneering the development of alkaline fuel cells (“AFCs”) and AFC generators and had a series of such power systems tested and ready for commercialization. While most fuel cell companies are targeting the eventual car-truck-bus market or large utility type generating stations, Carthew Bay Technologies (Formerly Astris) had specialized, in one-to-ten kilowatt systems which we believed would have tremendous global market potential. The company also anticipated linking modules together in larger units for larger applications.

Since 1995, the Company had been engaged in the design, production and commercialization of alkaline fuel cell systems for industrial, commercial and retail markets. Specifically, the Company's main focus had been to develop and market an AFC system which could be used to provide backup or off-grid power, portable power for small niche vehicles.

Formerly, working closely with the company's development and manufacturing subsidiary in the Czech Republic, the Company had completed a series of prototype alkaline fuel cell generators including:

A 1-kilowatt portable system for extensive testing by the Czech military

A 1-kilowatt fuel cell power generator capable of powering golf cars, in-plant delivery vehicles and other small vehicles required at airports, warehouses, retirement communities among others. This system was further integrated into the AFC Powered Golf Car.  A second version of the AFC Powered Golf Car with 1.8 kilowatt of fuel cell power was completed in 2005.

A 4-kilowatt power unit capable of providing electricity, heat and hot water for individual homes, motor homes and boats.

A 2.4-kilowatt portable power unit that can deliver backup power or portable power for a variety of applications.

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The Company continued to demonstrate the world's first alkaline fuel cell-powered golf car fueled by hydrogen.  To realize the full potential of these markets, Astris intended to partner with or license to major manufacturers in each field.

The past three years had yielded progress for Astris in alkaline fuel cell technology. With prospects targeted, Astris has a series of systems ready for independent field tests.

Improvements towards automated manufacturing are required to both reduce costs and allow volume production.  We expected to be able to commercially sell products within 36 months, as long as the necessary financing was available.  There are no specific requirements for certification for the sale of fuel cells at this time.  However, Carthew Bay Technologies (Formerly Astris) participated in the workings of the CSC/IEC TC 105 (Canadian Sub-Committee to the International Electrotechnical Commission, Technical Committee 105) which has been set up to create such future standards.  Astris will comply with all the relevant standards as they come into force. For specific applications standards that apply to certain fuel cell systems are of some interest such as: ANSI/CSA America FC 1-2004 American National Standard/CSA America Standard for Stationary Fuel Cell Power Systems, and ANSI/CSA America FC 3-2004 American National Standard/CSA America Standard for Portable Fuel Cell Power Systems.

DESCRIPTION OF FUEL CELLS

Fuel cells are electrochemical devices that supply electricity directly from hydrogen without combustion and the associated noise and pollution. Applications are numerous and include three broad categories including portable, stationary and mobile. Astris fuel cells have excellent potential in all three market segments and current development is focused on those market segments that are expected to have earliest adoption. These early markets include stationary, portable and select mobile applications. Currently, many portable and stationary applications are served by a combination of batteries and gasoline or diesel generators. Since fuel cells generate electricity in an efficient and clean manner from the electrochemical reaction of hydrogen and oxygen, many early applications are available where existing technologies are otherwise eliminated. The fuel cell is a potential substitute for both mobile and stationary applications currently using a battery backup or internal combustion engine today. Examples of these applications included all kinds of vehicles, home energy requirements, commercial buildings, remote sites and situations requiring electricity that are not connected to distributed power supplies. Hydrogen can be derived from a variety of sources including conventional fuels such as natural gas or propane, through chemical reactions and through electrolysis of water.  Oxygen for Astris fuel cells is drawn from the air.

Carthew Bay Technologies (Formerly Astris) fuel cells were environmentally cleaner and designed to be more cost-effective than power generation using fossil fuels. Fuel cells produce little noise, some heat and water as a waste product. These benefits offer great advantages over gasoline generators, as such generators are often responsible for producing large amounts of air and noise pollution. In addition, fuel cells are nominally at least two times more energy efficient than current gasoline generators and perform at high efficiency over a wide range of power requirements.

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All Carthew Bay Technologies’ (Formerly Astris Energi) fuel cells and related products had been offered for sale and had been selling for years on a demonstration basis only, from cells to complete generators and golf cars.  They had not been sold commercially because they had not been certified for commercial sales as of yet and improvements were still being made to the products so that they can be sold on a commercial basis.  The products had been tested over a number of years.

Prior to the Asset Sale, Carthew Bay Technologies (Formerly Astris Energi), products fell into three categories. These categories were:

1. Fuel Cell Modules such as the LABCELL™ LC50, LABCELL™ LC200 and POWERSTACK™ MC250

2. Fuel Cell Systems such as models E1, E2, E3, E4B, E5, E6, E7 and E8

3. Test Equipment such as TL5 Test Load, TL6 Test Load, TESTMASTER™ Data Acquisition and Control Software Suite and the QUICKCELL™ QC200

The state of commercialization is slightly different between the three different groups although products in all three categories have been sold to a variety of customers on a demonstration basis.  Specifically sales from the three categories are summarized as follows:

1. Fuel Cell Modules were available through a number of sales channels that included our direct channel (through our former website at www.astris.ca under “ONLINE SALES”) and through a select number of resellers that included the Fuel Cell Store. Sales volumes of fuel cells were small.

2. Fuel Cell Systems prior to the E7 and E8 were based on our earlier fuel cell stacks and were delivered to a small number of end-users including academic institutions and the military. The feedback provided through these interactions allowed Carthew Bay Technologies (Formerly Astris) to better understand the requirements of a commercial system and lead to the development of the POWERSTACK™ MC250 and generators based on this stack technology including the E7 and E8. The current systems (E7 and E8) were available on a demonstration basis to a variety of selected organizations that were seen as potential partners in bringing our technology to commercial success. As described elsewhere the strategy of Carthew Bay Technologies (Formerly Astris) was to partner with organizations that had specific knowledge of manufacturing, certification and customer requirements in a variety of end-user applications. Complete fuel cell systems were made available to these potential partners in order to allow them to evaluate and validate the technology.

3. Test Equipment was available through the same sales channels as our Fuel Cell Modules. Sales were immaterial but with a ready product we were planning a targeted advertising campaign.

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There are currently five basic types of fuel cell technologies: Alkaline ("AFCs"), Proton Exchange Membrane ("PEMFCs"), Phosporic Acid ("PAFCs"), Molten Carbonate ("MCFCs"), and Solid Oxide ("SOFCs"). All of these fuel cell chemistries are considered to have a variety of viable commercial applications. The five fuel cell types are divided into two groups; Low temperature (AFC, PEMFC) and High temperature (PAFC, MCFC, SOFC). The Company believes that low temperature fuel cells are the only fuel cells that currently have relevance for applications that require quick start-up and smaller size.  This premise is based on the fact that AFCs and PEMFCs operate at temperatures of 0 to 100 degrees Celsius and deliver power that is suited for smaller to mid-size applications.

The largest issue hindering fuel cell production today is that fuel cells are still relatively expensive to produce. The high cost of manufacturing fuel cells is primarily due to the low volume of production that does not allow for economies of scale. Direct material costs are currently higher than incumbent technologies.  As demand for fuel cells increases and research and development continues, the cost of the fuel cell and manufacturing should be reduced to make them more competitive with traditional energy sources.

In addition, while fuel cells can produce energy more efficiently and are environmentally cleaner than traditional sources of power, other energy sources are more entrenched in the world economy. For instance, all golf cars currently being manufactured are designed to be powered from batteries or internal combustion engines. In order for fuel cells to be used in such products, manufacturers must adjust their current designs to be compatible with the fuel cell design.

However, due to new government pollution regulations, increased energy costs and a growing demand for "off-grid" power supplies, demand for fuel cells is increasing at a fast pace. As fuel cells become better known to the public and more cost competitive with other energy sources, this demand is expected to increase.

AFCs vs. PEMFCs

Carthew Bay Technologies (Formerly Astris) engineers had been engaged in development of AFCs since 1983, deciding early that this technology had both technical and economic advantages over the PEMFC technology that was being pursued by most other companies in the field. Both NASA and the Russian space program had chosen AFCs over PEMFCs to provide electricity, heat and pure water for all manned space vehicles.  This certainly supported the Carthew Bay Technologies (Formerly Astris) choice as a credible option. Additionally, developers in nearly all foreign countries have pursued alkaline technology.

Originally, critics said only governments with deep pockets could afford AFCs, that they could never be "brought down to earth" and be commercially competitive. In fact, AFCs are inherently more economical to produce and operate than PEMFCs. AFCs also provide the highest electrochemical conversion efficiency.  Their advantage of instant start, wide temperature range, even in sub-freezing weather gives AFC technology great credibility.  Broad range of low-cost electrocatalysts (not platinum that PEMFCs require) can be built from inexpensive materials - plastics, carbon, base metals and metal oxides, etc. As well, AFCs allow for easier heat and water management.

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ASTRIS FUEL CELL SYSTEM

Fuel cells are like batteries that can be connected to a fuel source and therefore will not run down as long as fuel is supplied. They generate electric power in a chemical reaction between hydrogen and oxygen from the air. They are odorless, noiseless and produce no polluting emissions - their only by-products are water and heat. The fuel cells designed and built by the Company are AFCs. While both AFC and PEMFC fuel cells have potential environmental and efficiency advantages over traditional power sources, the Company believes that AFCs can be manufactured less expensively, operated more efficiently and therefore are more practical in small and medium sized applications.

This alkaline system will start and operate at temperatures under 0 degrees centigrade. This ability to work in extreme temperatures is one of several advantages AFCs have over the competing PEMFC fuel cells being developed by others.

ALKALINE FUEL CELLS

An AFC system is an assembly comprised of fuel cell "stack(s)", which generate electricity, together with ancillary components.  In an integrated assembly, these “stack(s)” constitute a complete, operating fuel cell system.

The Company believed that all principal material developmental issues in alkaline fuel cell technology had been resolved by both the Company and the industry at large. However, the Company believed that continued research and development would improve alkaline fuel cell catalysts and electrode materials. This should improve the cost/performance ratio of alkaline fuel cells relative to more traditional energy sources.

The ancillary components to the AFC system supply, filter and re-circulate hydrogen, air and liquid electrolyte to the stack(s), deliver electricity to the end-use application, remove the aqueous by-product of the fuel cell operation, and electrically and electronically control, coordinate and integrate all the functions of the system into a single operating whole.

The following comments are supported by information from the following published books and papers, although it appears in numerous other sources:

1. P. Gouérec, L. Poletto, J. Denizot, E. Sanchez-Cortezon, J.H. Miners, The evolution of the performance of alkaline fuel cells with circulating electrolyte Journal of Power Sources: Volume 129, 2004, pp 193-204, Elsevier Publishers

2. Erich Gülzow, Alkaline fuel cells: a critical view Journal of Power Sources: Volume 61, 1996, pp 99-104, Elsevier Publishers

3. Eddy De Geeter, Michael Mangan, Staf Spaepen, William Stinissen, Georges Vennekens, Alkaline fuel cells for road traction Journal of Power Sources: Volume 80, 1999, pp 207-212, Elsevier Publishers

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4. K. Kordesch, M. Cifrain, Handbook of Fuel Cells – Fundamentals, Technology and Applications Pp 789-793, 2003, John Wiley & Sons, Ltd, Chichester

5. G.F. McLean, T. Niet, S. Prince-Richard, N. Djilali, An assessment of alkaline fuel cell technology International Journal of Hydrogen Energy: Volume 27, 2002, pp 507-526, Pergamon Press

6. K. Kordesch in Comprehensive Treatise of Electrochemistry, Vol. 3, editor J. O’M. Bockris, Plenum Press, New York – London, 1985.

7. T.G.Benjamin, E.H.Camara, The Fuel Cell: Key to Practically Unlimited Energy Foote Prints Vol. 48, No. 2, Foote Mineral Co., Exton, PA 19341.

8. Fuel Cells: A Handbook U.S. Department of Energy, Morgantown Energy Technology Center, Morgantown, West Virginia.

The basis of the statement that AFCs are inherently more economical to produce than PEMFCs is based on three major cost items required for PEMFCs; platinum catalyst, expensive membrane (e.g. Nafion) and expensive graphite flow field plates that must be machined. Comparatively, the AFC system developed by Astris requires no platinum, replaces the membrane with a very inexpensive solution of potassium hydroxide and replaces graphite plates with inexpensive epoxy or plastic frames. All of the references listed above (among others) make statements to support the cost advantages of AFCs. Some of these statements are included here as supporting material (important items highlighted):

i) “The inherent performance and cost advantages of a fuel cell with an alkaline electrolyte may be ascribed to two key factors. The higher kinetics for the oxygen reduction reaction (ORR) in alkaline over acidic media permits the use of a lower quantity of precious metals for a given overpotential. This results in a greater efficiency for the AFC when compared to the PEM as well as a large margin for the cost reduction. Secondly the alkaline media (i.e. KOH) is less aggressive/corrosive to metal and carbon than acid. The less-corrosive nature of an alkaline environment ensures a potential greater longevity and allows the implementation of non-noble catalysts, both for the cathode and the anode [6,7]. Low cost structural materials such as nickel current collectors and plastic composite frames are also stable in contact with KOH.” Reference #1, pp 193

ii) “In practice, the alkaline cell is very well developed, simple to operate with a built-in cooling system, has excellent reliability, and is inexpensive to manufacture, even in small quantities.” Reference #3, pp 207

iii)   “Alkaline fuel cells are excellent and efficient performers with an excellent pedigree of reliability and life. While the AFC s used in space applications are complex and costly, the terrestrial versions, operating as hybrid systems with buffer battery, are not. Furthermore, the AFC does not rely on high volume manufacture to reduce the cost to an affordable level since the materials are inexpensive and the processing is straightforward.” Reference #3, pp 212

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The lower operating cost of AFCs when compared to PEMFCs are based on three facts; 1- The higher electrochemical efficiency described above results directly in lower consumption of hydrogen, 2- Balance of plant for the AFC system is simple and does not include components that have a consume considerable energy (humidifier and compressor) required for a PEMFC system and 3- having eliminated the Platinum catalyst the systems is not susceptible to carbon-monoxide (CO) poisoning and therefore can run on lower grade, hence less expensive hydrogen. Commercially available hydrogen for Astris AFCs (99.9%) costs ~$80 CAD per cylinder and a cylinder of same size, containing the same quantity of hydrogen required for platinum catalyzed fuel cells costs ~$360 CAD. Combining the lower fuel cost with higher efficiency the end result is a very substantial difference in fuel costs during operational life.

iv) For the PEMFC systems air must be supplied at high pressures to ensure sufficient partial pressure of Oxygen. Therefore “Air supplied by a controlled compressor can only solve such problems at a considerable over-all system efficiency loss and a high cost increase. The alkaline system produces the reaction water at the hydrogen anode, the acidic membrane system at the air-cathode. Hydrogen can be efficiently circulated in a closed system with a simple condenser arrangement.” Reference #4, pp 791

v) From the Department of Energy Website: “The platinum catalyst is also extremely sensitive to CO poisoning, making it necessary to employ an additional reactor to reduce CO in the fuel gas if the hydrogen is derived from an alcohol or hydrocarbon fuel. This also adds cost.”http://www.eere.energy.gov/hydrogenandfuelcells/fuelcells/fc_types.html

In a hydrogen-oxygen fuel cell the theoretical limit of cell voltage is 1.23 V. Therefore a cell that produces a voltage of 1.23 V would be considered 100% efficient. In practice this voltage limit cannot be reached due to the peroxide reaction on the oxygen electrode. Reduction of oxygen takes place in two steps, via peroxide, in which some of the energy is irreversibly converted into heat. In reference #6 Kordesch shows the “Pourbaix Diagram” (after M. Pourbaix) for hydrogen-oxygen that characterizes the electrode voltages as a function of pH. The voltage differential between hydrogen and peroxide is constant in the range of pH 0 – 10, acidic (this includes PEMFC) to mild basic. At about pH = 10 the effect of the peroxide reaction begins to be less pronounced, and by the time we reached pH = 15, the operation point of alkaline fuel cell, some 100 mV have been gained. Everything else being equal, alkaline cell will exhibit higher voltage. If the typical cell voltage is 0.6 – 0.7 V, the difference of 100 mV represents 14 – 16 % advantage. This is purely a gift from Mother Nature, not a man’s doing.  In addition to the aforesaid reference #6, this fact is supported by a number of publications including the two presented here:

1. “Alkaline hydrogen/air fuel cells have an operating voltage of about 0.8V at 300mAcm−2. Assuming that PEM fuel cells deliver 600mAcm−2 at 0.7V, this is a loss of 10–15% in efficiency.” Reference #4, pp 791

2. “The higher kinetics for the oxygen reduction reaction (ORR) in alkaline over acidic media permits the use of a lower quantity of precious metals for a given overpotential. This results in a greater efficiency for the AFC when compared to the PEM as well as a large margin for the cost reduction.” Reference #1, pp 193

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In addition to the advantages that have been described thus far including; higher electrochemical efficiency, lower cost to manufacture and lower cost to operate which are critical to the widespread acceptance the AFC has a number of distinct advantages over the PEMFC:

· Quick start-up and shutdown even in subfreezing temperatures (due to the fact that the electrolyte (KOH) freezes at below -40ºC at concentrations used in the Astris system versus the need for water (freezes at 0ºC) for membrane hydration in the PEMFC

· Better reaction dynamics and therefore better performance and easier start at low temperatures and pressures, noticeable already at room temperature and even more pronounced at still lower temperatures

· Wide range of humidity tolerance which again is related to the membrane hydration requirement of the PEMFC.

“Furthermore, the circulating electrolyte used in an AFC results in a simple and rapid start-up and shutdown procedures [4] and has the additional advantage of simplifying the water and the heat management [8].” Reference # 1, pp 195

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Glossary of terms

LHV - lower heating value, amount of energy of oxidation of fuel, excluding the heat of condensation of product water (this is a correct basis of comparison as the engines in question such as fuel cell systems and internal combustion engines do not recover the heat of condensing the product water)

HHV  - -  higher heating value, amount of energy of oxidation of fuel, including the heat of condensation of the product water

KOH- potassium hydroxide

CO-    carbon monoxide

pH-     measure of acidity/alkalinity.  pH=7 denotes a neutral solution; pH less than seven denotes acidic solutions, pH greater than seven denotes basic (alkaline) solutions

THE COMPANY'S PRODUCTS PRIOR TO THE ASSET SALE

The Company previously offered products ranging from demonstration and educational fuel cells and accessories, to scientific products such as electrochemical test cells, associated electronic and computer based test equipment. This test equipment was useful in research and development and the testing of electrodes, fuel cells and batteries, and sub-kilowatt fuel cells and stacks.

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The Company believed the POWERSTACK™ MC250 could be used for fuel cell systems up to 10 kilowatts or more for use in uninterrupted power supplies, portable generators and small vehicles such as forklifts. The Company anticipated that such a fuel cell will be ready for commercial application within the next one to three years depending on funding.

The Company's principal fuel cell products were the POWERSTACK™ MC250, E8 generator and Astris II golf car. These demonstrator units were pre-commercial products provided on a limited basis to individual customers and assembled by hand. These demonstration units were in contrast to "pilot production" systems, which were systems manufactured in a pilot production facility not on a full commercial basis, and to commercial systems, which are manufactured by volume production methods.  The Company had begun test runs of its pilot production line to produce the POWERSTACK™ MC250.

POWERSTACK™ MC250 was a 250 square centimeter, medium size alkaline fuel cell.  In early test results the POWERSTACK MC250 performed 60% over the original design specification.  The POWERSTACK MC250 makes a large step in increasing power density and overall performance when compared to its predecessor the LABCELL.  

MODEL E8 PORTABLE AFC GENERATOR

MODEL E8 Portable Power Generator was an advanced touch start fuel cell system that offered up to 2.4kW of power primarily targeted for back up power requirements.  The E8 fuel cell generator was partially developed by the Company's Czech Republic subsidiary in a joint project partially funded by the Czech Ministry of Industry and Trade.

ASTRIS II GOLF CAR

The Astris II was the Company’s second-generation golf car. The new, faster golf car was powered by Carthew Bay Technologies’(Formerly Astris) recently completed 1.8kW, Model E7 AFC Generator, which gave the Astris II double the power and double the acceleration of the original model which was the world’s first alkaline fuel cell powered golf car using hydrogen.  The intellectual property of the actual golf car belongs to the supplier from whom AEI bought the golf car, E-Z-Go.  AEI simply bought the golf car and added its E8 generator to replace the existing battery engine.

In addition to the Company's principal fuel cell products, the Company had several small fuel cells and products, primarily for educational purposes and testing, for sale through its website.

SMALL FUEL CELLS AND RELATED PRODUCTS

In addition to developing fuel cells, the Company previously sold by mail order small fuel cells, test cells and electronic test equipment. They are described briefly, as follows:

LABCELL™ LC50 was a 50 square centimeter, small alkaline fuel cell for laboratory demonstration and experimentation which produces 1.5 to 6 volts.

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LABCELL™ LC200 was a 200 square centimeter, medium size alkaline fuel cell for laboratory experimentation and small power applications which produces .75 to 12 volts.

QUICKCELL™ QC200 was an electrochemical test cell designed for the testing of gas diffusion or solid electrodes in a controlled laboratory environment for fuel cell and battery research, development and quality control.

MODEL TL5 TEST LOAD was a monitor for fuel cells and batteries with a built-in microprocessor. It functioned to briefly interrupt the current and take resistance-free cell readings up to 40 volts.  TL5 had a maximum power dissipation of 100 watts.

MODEL TL6 TEST LOAD was a monitor for fuel cells and batteries with a built-in microprocessor. It functioned to briefly interrupt the current and take resistance-free cell readings up to 40 volts.  TL6 had a maximum power dissipation of ten times more than the TL5, up to 1,000 watts.

TESTMASTER™ was a powerful, integrated software package designed for testing fuel cells and batteries. TESTMASTER performed all the tasks required for short-term or long-term testing of fuel cells or batteries, monitoring, control, data collection and storage, and graphical data representation.

Astris s.r.o. produced and shipped electrodes on behalf of the Company. The Company did not have any insurance on these products.  Shipping insurance was obtained at the customer's request and expense. Astris s.r.o. did not maintain a substantial inventory of electrodes or fuel cells.

The Company previously derived minor amounts of revenues from the sale of small products.

The Company was primarily targeting markets in North America and Europe for the sale of small stationary, portable and select mobile applications including light vehicles and emergency power supplies.

RESEARCH AND DEVELOPMENT

AEI had been involved in fuel cell research since its formation in 1995.  Over CDN$18 million has been expended since then.  AEI had entered into the 1995 acquisition with WLD to be in a better position to raise capital for additional research and development. As sufficient financing was not obtained as part of the AEI acquisition, some of the research and development activities in Canada were curtailed. Because labor costs are significantly lower in the Czech Republic than in Canada, and the capital needs of Astris s.r.o. for research and development activities are less than what would have been required in Canada, the Company's research and development on fuel cells had primarily been carried out in the Czech Republic, through the Company's wholly owned subsidiary, Astris s.r.o.  

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Astris s.r.o. had been engaged in fuel cell research and development since 1992. Its research and development efforts were primarily focused on electrode technology to improve the electrochemical efficiency, durability and economy of alkaline fuel cells.  These research and development efforts had also been focused on reduction of production costs, improving product quality and consistency, and on identifying new features and innovations for future product development. Funds advanced from the Company for expenditures on manufacturing and research and development at Astris s.r.o. were approximately CDN$367,000 for 2006. For the years ended December 31, 2005, the Company expended a total of approximately CDN$ 909,873 on research and development. The research and development budget for 2007 was contingent upon the Company's ability to raise capital.

The Company's research and development activities had been performed both at the Mississauga, Ontario headquarters and at the Astris s.r.o. facility in the Czech Republic. Of the research and development completed in Canada during 2006 the Company received or received notification of investment tax credit refunds $NIL.  The 2005 refunds of $283,900 were received in March 2007.

The Company had also completed the initial research in the development of an advanced fuel cell stack design for systems of up to 25 kilowatts or larger for use in commercial buildings and automobiles. Such fuel cells were to be developed initially as prototypes and then later to be developed as commercial products.

The Company's had projected initial manufacturing and research and development budget for 2007 is CDN$1.8 million subject to financing. Such amount would be used to continue development and production of the POWERSTACK MC250 fuel cell power module. If less than CDN$2.5 million was obtained from financing, the Company would have had to reduce its research and development budget and the development and production of the fuel cell power module would have continued, albeit at a slower pace. If no adequate funding is secured, the research and development of the Company's fuel cell products will have to be deferred until such financing was in place.

INTELLECTUAL PROPERTY

In 1986, Josef V. Soltys of Mississauga, Canada (a shareholder and former director of the Company), assigned to AI a Canadian patent application for QUICKCELL, a test cell structure for fuel cell technology.  The patent, Canadian Patent #1,295,679, issued February 11, 1992, expires February 11, 2009. The Company also holds a United States patent, #5,0008,162, which was issued on April 16, 1991, and expires on April 16, 2008, for the same product. A former employee of AI, who was a co-inventor of such technology, did not assign any right in such patents to the Company prior to his departure.  Management does not believe that these patents are material to the development of the intended business goal and the Company ceased maintaining the patent.   The following are current patents and patent applications:

· Electrode Structure for Stacked Alkaline Fuel Cells – Patent

o Applications:

· 11/004988

· PCT PCT/CA2005/001857

· PCT PCT/CA2006/000331

· 11/567420

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o Patent:

· 7166383 US – expires Dec 7, 2024

· Alkaline Fuel Cell System – Patent Pending

o Applications:

· 10/905148

· PCT/CA2005/001927

The Company's policy was to maintain the confidentiality of its products through trade secrecy.

The Company had unregistered trademarks on some of its products, including LABCELL™ LC50, LABCELL™ LC200, QUICKCELL™ QC200, POWERSTACK™ MC250 and TESTMASTER™.

The Company had copyright protection on its TL6 Testload, TL5 Testload and TESTMASTER™ software.

The alkaline fuel cell electrode technology which had been developed by the Company’s subsidiary, Astris s.r.o., was solely owned by Astris s.r.o.  No other party had rights to the electrode technology developed by Astris s.r.o. prior to the asset sale in July 2007.  The Company, which had 30% beneficial ownership of Astris s.r.o. prior to the acquisition effective January 2, 2005, had full ownership of Astris s.r.o and its technology.

MARKETING

The Company had a limited production capacity for its demonstration and scientific products. While direct sales efforts were to continue through the Internet, Carthew Bay Technologies’(Formerly Astris) principal strategy was to form joint ventures with leading manufacturers of the products that could use fuel cell power.  Manufacturers in the back up power and UPS industries were believed to be the primary targets.  Manufacturers in the golf car, NEV and/or recreational vehicle industries were believed to be secondary targets.  As an alternative, the Company was also considering licensing such manufacturers to both produce and market the Astris power sources on an O.E.M. basis, with Astris collecting both license fees and royalties based on sales.

Such established industry specific companies already have manufacturing facilities and marketing organizations in place and provide an intimate knowledge of their respective markets. These types of strategic business relationships would have allow Astris to continue specializing in its business expertise, which was the development of new products for the burgeoning international fuel cell field.

In October 2000, the Company entered into an agreement with FuelCellStore.com, Inc. for the inclusion of the Company's products on the FuelCellStore.com internet website on a non-exclusive basis for sales anywhere in the world. FuelCellStore.com, Inc. received a ten percent (10%) commission based upon sales of the Company's products over its internet website.

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Previously, the Company's fuel cell products were shipped to the customer from Canada. It was expected that the future customers of the Company's fuel cell systems would have been manufacturers of all types of products which would be adapted to utilize the Company's fuel cell technology. The Company expected such fuel cell systems would have been shipped directly from its facilities to such manufacturers or through a network of distributors and agents to such manufacturers.

RAW MATERIALS AND SUPPLIES

The principal raw materials that the Company used were common and widely available from numerous suppliers. The Company's principal materials were largely various types of plastics, carbons, metals and their compounds and conventional components, which were all relatively inexpensive to obtain and which did not present supply problems.

COMPETITION

Fuel cells are a competitive business. Competition arises from other fuel cell companies and from entities engaged in offering existing conventional energy services. The Company competed with companies that were developing all types of fuel cells. While there were previously five basic types of fuel cell technologies (see "Description of Fuel Cells" above), the Company believed that AFCs and PEMFCs were the only fuel cells that were of competitive relevance for the relatively small power, stationary and portable applications that the Company intended to focus upon. This was because AFCs and PEMFCs normally operate at ambient temperatures (above 0 degrees Celsius to 100 degrees Celsius) and deliver kilowatts, which are more suited to meet the needs of small, off-grid applications. The Company constructs only AFCs. While both AFC and PEMFC fuel cells have potential environmental and efficiency advantages over traditional power sources, the Company believed that AFCs could be manufactured less expensively, more efficiently and more practically than PEMFCs in small-scale applications.

Carthew Bay Technologies (Formerly Astris) had essentially no competition in any application area using alkaline fuel cells where its 1 kilowatt to 10 kilowatt power systems were targeted.  Other AFC companies in the early R&D stages include Apollo Energy Systems and Ovonic Fuel Cell Company.  The Company is focusing on the potential market in back up and UPS applications of small-capacity fuel cells, as are other PEMFC fuel cell companies. There are several competitors in this market including Ballard Power Systems, Hydrogenics, Plug Power, Ida Tech and Nuvera Fuel Cells.  There are no barriers to Ballard, or any other known or unknown competitor of the Company, entering the market covering the industries that the Company is focusing on.

Apart from specific market competition, the Company believed that AFCs have inherent advantages over PEMFCs, regardless of specific applications. AFCs use potassium hydroxide electrolyte, a chemically basic substance, while PEMFCs are chemically acidic, requiring platinum as a catalyst. They also use an expensive membrane as an electrolyte. In addition, AFCs have been scientifically proven to be 10% more energy-efficient than PEMFCs and offer a higher electricity yield from a given quantity of fuel. That is to say, while PEMFCs might be 40-50% efficient, AFCs are 50-60% efficient. This provides a significant advantage in terms of raw energy consumption and cost savings. In addition, AFCs are able to start instantly, without warm-up, even below freezing, to minus 30-40 degrees Celsius. PEMFCs can only operate above freezing from 0 degrees Celsius to 80 degrees Celsius unless a heating mechanism is added, causing significant loss of efficiency and extra cost.

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Effective July 31, 2007, Carthew Bay Technologies Inc. sold substantially all of its assets to MKU Canada Inc. to pursue other opportunities for its shareholders and to maximize shareholder value. As was announced in December 2007, Carthew Bay Technologies signed a Letter of Intent to enter into an Agreement and Plan of Merger with Colorep, Inc. whereby shares of Carthew Bay Technologies will be exchanged for all issued and outstanding shares of Colorep, Inc. US$1.0 Million was advanced to Colorep on February 1, 2008 in respect to the secured debenture financing. The Agreement and Plan of Merger was executed on May 23, 2008 and a second US$1.0 Million was advanced with respect to the secured debenture financing.

LEGAL PROCEEDINGS

On June 30, 2004 the Quebec Superior Court ruled in Carthew Bay’s favour and supported its application to immediately wind up and liquidate Astris Transportation Systems Inc. (“ATSI”), a corporation that was formed jointly with Care Automotive Inc.(“Care”). A liquidator was selected to dissolve ATSI.  On January 26, 2007 the Quebec Superior Court granted the motion to the Company to dissolve ATSI and discharged the liquidator.

There are no current legal proceedings.

GOVERNMENTAL REGULATION

The Company knows of no governmental license or approval required in connection with the manufacture or sale of the Company's current products. There are no extraordinary governmental regulations known to the Company that affects its ability to sell or produce its products. The Company does not believe that it will be subject to existing regulations governing traditional electric utilities.

The Company knows that its products must comply, where applicable, with the existing rules and regulations for electrical and electronic products, and is prepared to meet such requirements.

The Company anticipated that its products and their installation may have been subject to oversight and regulation related to their safety due to their use of hydrogen, which is flammable and regarded as a hazardous gas. However, hydrogen is a commonplace industrial gas, which is produced in enormous quantities every day in numerous industrial facilities around the world. Regulations have been in place for decades regarding hydrogen, which provide routine specifications for manufacturers of hydrogen-using equipment.  Therefore, the Company does not anticipate any new regulations regarding hydrogen, or any difficulties in complying with existing regulations.

ENVIRONMENTAL COMPLIANCE

There are no environmental laws known to the Company, which may affect any of its operations as they are currently constituted. The Company is not involved in a business which involves the use of materials which are likely to result in a violation of any existing environmental laws, rules or regulations, nor does it own any real property which would lead to liability as a land owner.

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C.  ORGANIZATIONAL STRUCTURE.

The Company had a subsidiary, Astris Inc. ("AI") which was amalgamated with Carthew Bay Technologies Inc. (Formerly Astris Energi Inc.) ("AEI") effective January 1, 2005.  AI was incorporated initially as Astris Science Inc. on April 8, 1983, in the Province of Ontario, and changed its name to Astris Inc. in 1986.  AEI also owns 100% of holding company 2062540 Ontario Inc.("Holdco"), incorporated in the Province of Ontario on January 12, 2005.  Holdco owns 100% of Astris s.r.o., which was organized under the laws of the Czech Republic.  The Company, up until January 27, 2005 owned a 30% minority interest in Astris s.r.o.  The Company transferred its 30% ownership to Holdco as part of the acquisition of the remaining 70% of Astris s.r.o.  The remaining 70% interest in Astris s.r.o. was owned by Macnor Corp., an Ontario corporation that is wholly owned by Jiri K. Nor, an Executive Officer, Director and principal shareholder of the Company. Unless otherwise indicated or outside the context of the disclosure, all references to the Company shall include AI, 2062540 Ontario Inc. and Astris s.r.o.

Effective July 31, 2007, Carthew Bay Technologies sold substantially all of its assets including “Holdco” to MKU Canada Inc. On August 22, 2007 Carthew Bay Technologies announced that it had changed its name from Astris Energi Inc. to Carthew Bay Technologies Inc.

D.  PROPERTY, PLANT AND EQUIPMENT (FIXED ASSETS).     

The Company currently has no Fixed Assets as they were sold to MKU Canada, Inc as of July 31, 2007.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS.

The following is a discussion of the results of operations and financial condition of the Company for the fiscal years ended December 31, 2009, 2008 and 2007.  The financial statements are prepared in accordance with Canadian generally accepted accounting principles (“GAAP”) and are presented in Canadian dollars.  Differences between Canadian GAAP and United States GAAP can be found in Note 12 of Item 17 of this filing.  This discussion should be read in conjunction with the consolidated financial statements and notes thereto forming a part of this annual report.

As noted under “Liquidity and Capital Resources” herein, the future of the Company is dependent upon its ability to raise additional capital to fund the commencement of the commercialization of products based upon the Company’s fuel cell technology. Management is of the opinion that the Company should continue to exist and grow, based upon encouraging results of research and development to date, recent world-wide interest in fuel cell technology and the completion of the golf car program. With the advancement of this research and development program, and the completion of the Company’s POWERSTACK MC250 program, the Company is in a better position to pursue financing in the form of private placements of its Common Shares.

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The following discussion, as well as other sections within this annual report, contain forward-looking information which is based on current expectations and entails various risks and uncertainties. These risks and uncertainties could cause or contribute to actual results that are materially different from those expressed or implied.  The forward-looking information contained in this document is current only as of the date of the document. There should not be an expectation that such information will in all circumstances be updated, supplemented or revised whether as a result of new information, changing circumstances, future events or otherwise.

The only critical accounting policy is income taxes.  Because there is uncertainty when the Company will make sufficient profits in future years to absorb the losses before they expire, the Company takes a valuation allowance which results in no tax being recovered.

A. OPERATING RESULTS.

The financial statements included in this report are stated in Canadian dollars.

REVENUE

For the year ended December 31, 2009, revenue from the sale of fuel cells and related products and contract work was $NIL compared with  $NIL for the same period in 2008 and $31,290 for the same period in 2007. Sales of fuel cells and related products to unrelated parties in 2007 amounted to $146 to Canada, $0 to the Czech Republic and $31,144 to the rest of the World.

EXPENSES

For the year ended December 31, 2009, expenses totaled $148,984 compared with $571,755 for the same period in 2008, compared with $2,539,133 for the same period in 2007. The main variance in 2008 was due to sale of the operating assets in 2007.  General and Administrative expenses were $155,876 in 2009 as compared to $554,712 in 2008 compared with $1,076,232 in 2007.

Professional fees were $21,893 as compared to $148,426 in 2008 and $370,795 in 2007, reflecting the Company’s reduced corporate activity, legal activity, accounting and compliance activity.

NET INCOME (LOSS) FOR THE YEAR ENDED DECEMBER 31, 2009

The Company reported a net loss of $155,785 (a loss of $.00 per share basic and diluted) for the year ended December 31, 2009, compared with net income of $176,689 (a gain of $0.00 per share basic and diluted) for the year ended December 31, 2008, compared with a gain of $1,995,088 (a gain of $0.04 per share basic and $0.02 diluted) in 2007.

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As at December 31, 2009, the Company has non-capital loss carry forwards of approximately $7,424,000.  If unused, the tax losses will expire as follows:

2014	$	2,438,000
2015	$	3,030,000
2026	$	1,835,000
2028	$	121,000

The Company has unclaimed scientific research and experimental development (“SRED”) tax pools in Canada of $1,771,697 which are available to offset future taxable income. These SRED amounts have an unlimited carry forward period.

B. LIQUIDITY AND CAPITAL RESOURCES.

The Company had a net cash flow deficit of $268,142 in 2009 compared with $2,064,900 in 2008, compared with a net cash flow of $2,522,350 in 2007.

At 2009 year end, the Company had $2,892,240 of assets and a shareholders’ equity of $2,789,294 compared to a shareholders’ equity of $2,945,079 in 2008.

The Company does not have any off-balance sheet arrangements.  

During 2006, the Company raised $1,856,750 through the convertible debentures below and the leasing of $28,360 of capital equipment.  During 2005, the Company raised $493,350 through the convertible debenture described below and the issuance of shares for options exercised.  During 2004, the Company raised $2,076,041 through private placements of shares and warrants.

On March 28, 2005, the Company announced that it had closed a convertible debenture financing for gross proceeds of CDN$420,000. The debenture was available for subscription to “Canadian accredited investors” only and included a coupon for 6%, payable in common shares upon conversion or maturity.  Each debenture is convertible into Common Shares at a conversion rate that in no case shall be less than USD$0.20 or more than USD$0.70.  Warrants may be issued to the debenture holders depending on the terms of a second larger equity financing.  The debentures mature on December 10, 2005, 270 days from the date of issuance. Total net proceeds were CDN$378,000. Fraser Mackenzie Limited, for facilitating the funding, also received 156,000 broker warrants exercisable at CDN$0.27 until March 24, 2007.  These debenture holders agreed to amend this debenture to the same terms of the Cornell Capital debenture described below.

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On April 12, 2006, the Company issued a press release announcing the completion of a One Million Five Hundred Thousand Dollars ($1,500,000) million financing (the “Financing”).  The Company entered into a Securities Purchase Agreement (the “Agreement”) on April 10, 2006 with Cornell Capital Partners, LP, an institutional investor (the “Investor”), relating to the sale of One Million Five Hundred Thousand Dollars ($1,500,000) of secured convertible debentures (the “Convertible Debentures”), which will be convertible into shares (the “Conversion Shares”) of the Company’s common stock (the “Common Stock”) of which Seven Hundred Fifty Thousand Dollars ($750,000) was funded on April 18, 2006 (the “First Closing”) and Seven Hundred Fifty Thousand Dollars ($750,000) was funded on June 9, 2006, for a total purchase price of up to One Million Five Hundred Thousand Dollars ($1,500,000), (the “Purchase Price”).  Pursuant to the Agreement, the Investor also received common stock purchase warrants (the “Warrants”) to purchase (i) 1,000,000 shares of the Company's common stock at an exercise price of $.30 per share (ii) 600,000 shares of the Company's common stock at an exercise price of $.20 per share and (iii) 1,600,000 shares of the Company's common stock at an exercise price of $.19 per share.  The Company received net proceeds from the First Closing Six Hundred Seventeen Thousand Five Hundred Dollars ($617,500) and Six Hundred and Fifty-Two Thousand Dollars ($652,000) in the second closing, which are to be used primarily for working capital purposes.

The Convertible Debentures have an initial conversion price of the lesser of (i) a price equal to $.2483 (the “Fixed Conversion Price”) or (ii) ninety percent (90%) of the lowest daily Volume Weighted Average Price of the Common Stock during the ten (10) trading days immediately preceding the Conversion Date as quoted by Bloomberg, LP per share and provides for anti-dilution protection (in certain circumstances).  At the Fixed Conversion Price, the Convertible Debentures will be convertible into an aggregate of 6,041,079 shares of common stock.  The Convertible Debentures bear interest at 10% per annum.  Interest is payable in cash or, at the Company's option, in shares of common stock (the “Interest Shares”) provided certain conditions are satisfied.  At any time after their respective issuance dates and prior to April 9, 2009, the Convertible Debentures may be redeemed at the election of the Company at the principal amount plus a redemption premium equal to 20% of the principal amount being redeemed, plus accrued but unpaid interest, subject to the satisfaction of certain conditions.

The Investor was granted a security interest in the assets of the Company and the assets of the Company's subsidiary, 2062540 ONTARIO INC.

The Warrants may be exercised for cash, as indicated above, and also contain a cashless exercise provision, which may be exercised in certain circumstances.  The Warrants provide for anti-dilution protection in certain circumstances.  The Warrants are exercisable for 1,000,000, 600,000 and 1,600,000 shares of Common Stock (the “Warrant Shares”), respectively, and if fully exercised for cash at the initial exercise price, the Warrant would yield approximately $724,000 of additional proceeds to the Company.

The Company filed a registration statement (the “Registration Statement”) with the SEC in order to register the resale of the shares issuable upon conversion of the Convertible Debentures and the shares issuable upon exercise of the Warrants.  The registration was declared effective on July 21, 2006.

Pursuant to the Securities Purchase Agreement, the Investor has certain rights to participate in future financings of the Company.  In addition, subject to certain exceptions, so long as any of the Convertible Debentures are outstanding, the Company may not, without the prior written consent of the investor, issue shares of common stock or common stock equivalents.

Pursuant to the Securities Purchase Agreement, the Company and the Investor entered into a Share Escrow Agreement and an Irrevocable Letter of Instructions to the Company’s transfer agent (the “Transfer Agent”).  Pursuant to the Share Escrow Agreement, the Irrevocable Letter of Instructions is being held by an escrow agent (“Escrow Agent”) and upon the occurrence of an “Event of Default” (as that term is defined in the Convertible Debentures) may be delivered to the Transfer Agent by the Escrow Agent directing the Transfer Agent to issue 34,500,000 shares of Common Stock to the Investor without any further action by the Company.

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The Investor may not convert the Convertible Debentures or exercise the Warrant to the extent that, after giving effect to such conversion or exercise, as the case may be, the Investor would beneficially own in excess of 4.99% of the number of shares of common stock of the Company outstanding immediately after giving effect to such conversion or exercise, calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.  Such limitation with respect to such conversion or exercise may be waived by the Investor upon not less than 65 days prior notice to the Company.

The offering, sale and issuance of the Convertible Debentures and the Warrants were effected pursuant to the exemption from registration provided by Rule 506 promulgated under the Securities Act of 1933, as amended.  The Convertible Debentures and Warrants have not been registered under the Securities Act of 1933, as amended, and confirmed the Company has been notified that all existing convertible debentures are now owned by ACME Global Inc., a Delaware corporation and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

We use options to pay non employees who provide services to us.  Also all of our senior management have been willing to support the company through accepting part cash and part equity for their services provided.

PROSPECTS

On October 19, 2004, the company announced that it signed a Cooperation Agreement with Italy’s Electronic Machining s.r.l. (El.Ma.).  El.Ma. is a privately held company with offices and technical development facilities in Rovereto, Trento, Italy. El.Ma. has particular interest in the development of alkaline fuel cells for stationary and distributed generation of electrical power. Their fuel cell and hydrogen usage R&D is funded by the Provincia Autonoma di Trento, which is committed to the development of these technologies with an eye to early market opportunities in Europe. As well, El.Ma. specializes in research and advancement of manufacturing processes, an expertise applicable to Carthew Bay’s current AFC production line initiative. Under the terms of the agreement, Carthew Bay Technologies (Former Astris) will licence the use of its AFC technology and market its products and consulting services to El.Ma.  All goods and services provided by Astris will be purchased by El.Ma.  El.Ma will apply its research and manufacturing expertise to the development of Astris technology in the areas of production.  Any intellectual property resulting from the execution of the agreement will be owned exclusively by Carthew Bay Technologies (Formerly Astris).  The agreement has an initial term of 3 years, extension upon mutual consent.  Either party can terminate upon 60-day written notification to the other party.  Astris may terminate immediately if El.Ma is in breach of the agreement and does not remedy within 15-days.  Compensation in the amount of 50,000 stock options in the Company was issued to Energie Rinnovabili Italia srl for assisting in co-ordinating the agreement with El.Ma.  Carthew Bay Technologies (Formerly Astris) earned approx. $200,000 in revenue from El.Ma to date.

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On February 24, 2005, the Company announced that it signed a non-exclusive Teaming Agreement with Plasma Environmental Technologies Inc. (PET) (TSXV: PE) of Burlington, Ontario for the development of a real-world installation utilizing PET’s hydrogen-producing waste processing system and Carthew Bay’s AFC technology.  There was no compensation paid to any party for this agreement.  The agreement has an initial term of 5 years with the potential for an additional 5 years upon mutual consent.  The agreement may be terminated upon 30-day written notification by either party.

The first of three phases outlined in the agreement will be to determine the suitability of the hydrogen gas produced in the PAG waste destruction process for use in Carthew Bay’s hydrogen AFC systems and for PET to make adjustments, if necessary to their current PAG.

Upon completion of Stage 1, Stage 2 of the Agreement calls for PAG installations that will be developed to demonstrate the practical application of the PAG process in conjunction with Carthew Bay’s AFC-powered generators. It is anticipated that this Stage will be financed by appropriate stakeholders such as local, provincial or federal governments, or special interest groups.

In addition, PET has agreed to introduce Astris to any of its current or future clients who might desire to purchase or use Carthew Bay’s services or products. For this, PET will be paid a mutually agreed to commission.

On August 4, 2005, the Company announced that Astris s.r.o., the wholly owned European subsidiary of Carthew Bay Technologies Inc. (Formerly Astris Energi Inc.), received a grant from the Ministry of Industry and Trade (MPO) of the Czech Republic.   The funding will be used to subsidize Carthew Bay’s fuel cell development efforts at its Czech based subsidiary.

The amount of funding is approx. 8,750,000 Czech Korunas (CZK) or approx. USD $0.4 million against anticipated program spending of 17,500,000 CZK or approx. USD$0.8 million over the next 2 ½ years.  The company believes that every USD $1 spent in the Czech Republic is comparable to at least USD $5 spent in North America due to the lower working and living costs in the Czech Republic.

Currently it is the largest fuel cell grant ever awarded by the MPO in the Czech Republic, it is indicative of the growing global government support for fuel cells.  The work will be carried out by the Astris scientific team in cooperation with several leading academic and industrial institutions, including the Institute of Macromolecular Chemistry of the Academy of Sciences of Czech Republic, and the Department of Chemical Technology of University of Pardubice.

On November 23, 2005, the Company signed an agreement with Tropical S.A. in Greece, whereby Tropical becomes a reseller for Carthew Bay’s alkaline fuel cell power generator products, fuel cells and test equipment.

The purpose of this Reseller arrangement is to enable Tropical to demonstrate and make available Astris products primarily within the Greek market. Tropical S.A., Athens, Greece, is a leading organization in Renewable Energy and Hydrogen Technologies markets. The agreement may be terminated by either party with 30 day notice for any reason.

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On October 26, 2005, the Company hired Ardour Capital Investments LLC (“Ardour”) as its exclusive financial advisor.  For a 24 month engagement, Ardour will receive 1,250,000 common shares of Astris stock.  Ardour is also entitled to 7% commission on any funds raised through them. In January 2008 625,000 shares were issued to Ardour for the ending of the engagement on October 26, 2007.

On June 5, 2007, the company executed a binding asset purchase agreement with MKU Canada Inc., a corporation incorporated under the laws of Ontario, Canada, a wholly-owned subsidiary of Green Shelters Innovations Ltd. (“GSI”), a wholly-owned subsidiary of Green Shelters (India) Private Ltd, to sell substantially all of its assets to MKU Canada Inc.

This transaction, which was negotiated by the Special Committee of the Board of Directors of Astris, includes the sale of substantially all of the assets of the Company, including its fuel cell and test load technology assets for consideration of: (i) approximately US$3.1 Million in cash; (ii) forgiveness of US$1.6 Million of face value secured convertible debentures held by ACME Global Inc. (a subsidiary of GSI) and accrued interest of US$175,000; (iii) an option for Astris to redeem, for nominal consideration and then cancel 4,248,750 shares recently acquired by ACME Global Inc. for US$0.08 per share; and (iv) a secured convertible promissory note funding commitment of a minimum of US$150,000 per month to finance operations to closing and to be forgivable thereafter.

Immediately after closing, existing management will resign both as officers and directors of the Company. It is the intention of the Board of the Company to appoint a new CEO with a mandate to utilize the remaining cash and residual tax losses to seek new business opportunities.

The obligation of the parties to consummate this transaction will be subject to the following primary conditions: 1) no material adverse change to Carthew Bay’s business; 2) execution of employment agreements between GSI and key personnel of Astris; 3) completion prior to July 31, 2007; 4) approval by at least two thirds of the votes cast at a Special Meeting of Astris shareholders on July 10, 2007; 5) closing terms typical of an asset purchase; 6) receipt of all necessary government approvals; and 7) exclusivity to MKU for the period to closing. As such, the Company has agreed to a non-refundable break-up fee equal to the greater of any advances under the secured convertible promissory note operating facility described above or $500,000, at the time of any breach.  Upon termination, the promissory note would immediately become due and payable.

C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

See "Research and Development" in Section 4.

D. TREND INFORMATION.

Independent researchers forecast that fuel cells will prove to be a transformational technology, once remaining cost, technical and public acceptance hurdles are overcome.

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The fuel cell industry is evolving gradually, with the pace of demand determined by a number of factors including:

· Capital available to fund further development of technology

· The level of government commitment to develop a clean energy economy, which currently is greater in Europe, Japan and Canada than in the U.S.

· The price, availability and long-term security of conventional power sources, which affect the demand for fuel cells as an alternative energy source

There are a number of factors contributing to growing demand for fuel cells, including:

· Increasing demand for reliable power accentuated by power blackouts of recent years

· Deregulation of power markets and introduction of competition

· Environmental/political concerns

· Developing regions without power grids

· Geographic considerations/remote power

· Distributed power generation

· Increasing price of oil;

E. OFF BALANCE SHEET ARRANGEMENTS

None

F. CONTRACTUAL OBLIGATIONS

There are no contractual obligations to be disclosed.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.

A. DIRECTORS AND SENIOR MANAGEMENT.     

The following table sets forth the name, age and office held with the Company as of April 15th, 2009 and the period during which such person has served as a Director, Executive Officer and/or senior management.

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Name	Age	Office Held	Director Since
Michael Liik (1)	51	President, Chief Executive Officer and Director	2004
Brian Clewes	51	Chief Financial Officer, Secretary, Treasurer and Director	2004
Arthur Laudenslager (2)	83	Director	2003
Christopher Besant	51	Director	2007
Richard Callander (1)	53	Director	2007
Howard Drabinsky (2)	54	Director	2007

Notes

(1) Members of the Company's Audit Committee.

(2) Members of the Company’s Compensation Committee.

Michael Liik, P. Eng, MBA is currently President of Liikfam Holdings Inc., an investment/venture capital company. He has a record of investing in and leading both early-stage and high-growth Canadian public companies including Cymat Corp. and Slater Steel. Mr. Liik is both a Professional Engineer and an MBA

Brian D. Clewes is a twenty-seven year veteran of the insurance industry; he is currently a principal in Clewes & Associates Life Insurance Consultancy Inc., the largest supplier of benefits consulting services to Ontario Chartered Accounting firms. Mr. Clewes is an outstanding entrepreneur with solid connections in the angel financing community. Mr. Clewes is a Chartered Life Underwriter, a Certified Financial Planner, and a Chartered Financial Consultant.

Arthur E. Laudenslager was formerly a senior officer and director of several public and private corporations, is currently Vice President, First Energy Advisors Inc., and a business consultant who brings to the Astris Energi Board a great deal of experience and knowledge in corporate structure and financing

Christopher Besant is a lawyer and the Chair of the Canadian Financial Restructuring and Recovery Practice of Baker & McKenzie LLP and a partner in the global Baker & McKenzie North American Restructuring Practice. Mr. Besant has been extensively involved in a range of major domestic and cross-border proceedings affecting industries which span the Canadian economy.

Richard Callander is the President of EcoRock Asset Management, an investment manager and President and Managing Partner of Razor Capital Partners, a corporate advisory. Mr. Callander has managed both large and small cap equities and provided financial advice for over 25 years with a particular focus on providing guidance and raising capital for pre-public and small capitalization public companies. He was previously a partner with one of Canada’s largest investment counseling firms.  

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Howard M. Drabinsky is the Senior Partner and former Managing Partner of Lang Michener LLP, a Toronto business law firm, former Chairman of the firm's Business Law Group, and a partner since 1987. As a recognized leader in the corporate community, he also has and continues to serve as an officer and director of public and private companies. Mr. Drabinsky's particular expertise is in mergers and acquisitions and corporate finance. He works with publicly and privately owned clients in a wide range of industries, including information technology, manufacturing, entertainment, consumer products and financial services.

There are no family relationships between any of the persons above, nor are there any arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a Director or member of senior management.

B. COMPENSATION

Under the current financial circumstances, executives and directors or their affiliate companies often elect to take all or part of their compensation in the form of restricted common stock, or options to acquire common stock of the Company.  An individual or entity that receives common stock of the Company in lieu of cash is still responsible to pay tax on the income earned in the current fiscal year even though the shares issued are restricted from trading for a minimum of one year or longer.  In Canada, the personal income tax rate is higher in most cases than the corporate tax rate.  This benefit does not limit the Company’s ability to deduct the compensation in any way.

(1) Paid in Cash

	2009		2008		2007
Jiri Nor		—		—		4,000
Anthony Durkacz		—		—		4,000
Liikfam Holdings Inc. (1)		28,447		27,315		25,000
Michael Liik		—		—		54,000
397230 Ontario Limited (2)		—		—		40,000
Brian Clewes		28,447		27,315		4,000
Arthur Laudenslager		28,447		27,315		29,000
Stirling Partners (3)		28,447		27,315		25,000
Howard Drabinsky		—		27,315		1,000
Lang Michener		—		—		25,000
Chris Besant		28,447		27,315		1,000
Total		142,235		163,890		212,000

(1) Liikfam Holdings Inc. is an Ontario Corporation owned and controlled by Michael Liik, the CEO and Director of Carthew Bay Technologies.

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(2) 397230 Ontario Limited is an Ontario Corporation owned and controlled by Brian Clewes, an Officer and Director of Carthew Bay Technologies.

(3)  Stirling Partners is an Ontario Corporation owned and controlled by Rick Callander, a Director of Carthew Bay Technologies.

2)  Paid in Shares

In 2004, we issued to related parties 586,592 common shares for a value of $332,360 for consulting services rendered and 293,751 shares for $128,000 to pay down debt and accrued interest on that debt for a total of 880,343 shares for a total of $473,060.  These shares and amounts were issued to the following entities or individuals:

IndividualorEntity	#ofShares		$Value
Jiri Nor as an individual		117,500		51,200
Macnor Corp. (Note 1)		266,263		144,455
Fortius Research & Trading (Note 2)		95,880		52,500
Director – David Ramm		57,445		34,422
Director – Gordon Emerson		118,032		81,443
Director – Gerald Crawford		89,793		46,435
Director – Donald Blenkarn		117,500		51,200
Director – Arthur Laudenslager		17,930		11,405
Total		880,343		473,060

Note 1. Macnor Corp is an Ontario Corporation owned and controlled by Jiri Nor, the former CEO and former Director of the Company.  Macnor also provided research and development services by Jiri Nor and marketing services by his son Peter Nor, who was an Officer of Carthew Bay Technologies (Formerly Astris).

Note 2. Fortius Research & Trading Corporation is an Ontario Corporation owned and controlled by Anthony Durkacz, a former Officer and Director of Carthew Bay Technologies (Formerly Astris).

In 2005, Carthew Bay Technologies (Formerly Astris) issued to related parties, 5,000,000 shares for the purchase of 2062540 Ontario Inc. for a value of $1,955,000; 1,160,803 shares for professional services for a value of $284,666; 125,000 shares to repay a liability worth $26,150; 719,873 shares for consulting services for a value of $168,437; and 3,415 shares for expense recovery for a value of $1,205. These shares and amounts were issued to the following entities or individuals:

Individual or Entity	# of Shares		$ Value
Macnor Corp (Note 1)		6,285,803		2,265,816
Fortius Research and Trading(Note 2)  327,269		72,500
Liikfam Holdings(Note 3)		392,604		95,937
Director - A. Laudenslager		3,415		1,205
Total		7,009,091		2,435,458

Note 1. Macnor Corp is an Ontario Corporation owned and controlled by Jiri Nor, the former CEO and former Director of the Company.  Macnor also provides research and development services by Jiri Nor and marketing services by his son Peter Nor, who is an Officer of Carthew Bay Technologies (Formerly Astris).

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Note 2. Fortius Research & Trading Corporation is an Ontario Corporation owned and controlled by Anthony Durkacz, a former Officer and Director of Carthew Bay Technologies (Formerly Astris).

Note 3. Liikfam Holdings is an Ontario Corporation owned and controlled by Michael Liik, the CEO and Director of Carthew Bay Technologies.

In 2006, Carthew Bay Technologies (Formerly Astris) issued to related parties, 2,616,313 shares for professional services for a value of $374,533. These shares and amounts were issued to the following entities or individuals:

Individual or Entity	# of Shares		$ Value
Macnor Corp (Note 1)		792,899		112,000
Fortius Research and Trading(Note 2)  178,291		37,500
Liikfam Holdings(Note 3)		808,968		100,000
Director - A. Laudenslager		160,106		24,359
Director – Brian Clewes		191,476		29,465
Director – David Ramm		78,952		12,000
Director – Gary Brandt		88,476		12,698
Director – Anthony Durkacz		96,476		14,000
Director – Jiri Nor		96,476		14,000
Total		2,616,310		374,534

Note 1. Macnor Corp is an Ontario Corporation owned and controlled by Jiri Nor, the CEO and Director of the Company.  Macnor also provides research and development services by Jiri Nor and marketing services by his son Peter Nor, who is an Officer of Carthew Bay Technologies (Formerly Astris).

Note 2. Fortius Research & Trading Corporation is an Ontario Corporation owned and controlled by Anthony Durkacz, an Officer and Director of Carthew Bay Technologies (Formerly Astris).

Note 3. Liikfam Holdings is an Ontario Corporation owned and controlled by Michael Liik, the CEO and Director of Carthew Bay Technologies.

In 2007, we issued to related parties, 1,838,732 shares for professional services for a value of $374,533. These shares and amounts were issued to the following entities or individuals:

Individual or Entity	# of Shares		$ Value
Liikfam Holdings (Note 3)		505,982		41,667
Director - A. Laudenslager		389,845		32,103
Director – Brian Clewes		420,021		34,586
Director – Michael Liik		400,021		32,941
Director – Anthony Durkacz		61,432		5,059
Director – Jiri Nor		61,431		5,059
Total		1,838,732		151,415

In 2008, we issued to Macnor Corp, a related party, 3,000,000 shares for professional services for a value of $101,875.

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Directors

(2)       Currently, the compensation arrangement for the Directors is as follows:

An annual fee of $25,000 payable in cash or options to acquire common stock of the Company plus an option grant of 508,697 Shares exercisable at US$0.027 which vest upon the successful completion of an RTO transaction.

The Company does not have any pension plan, retirement or similar plan for its Executive Officers or Directors

(3)       Governance

An executive compensation committee was appointed in January 2005 to study and determine appropriate levels of compensation and to structure employment agreements for officers.

(4)       Stock Option Plan

The Company has stock option plans for its employees, Directors, Officers, and consultants who are regarded as integral to the benefit and progress of the Company and its operations.  Options are normally issued as a bonus of employment or are tied into performance related compensation.  Performance related compensation includes completion of research and development projects within specific timeframes and budget, achieving financial targets on behalf of the Company or introduction/referral/ completion of business agreements or arrangements. In general, the minimum vesting requirement of options issued is one year. The maximum term of options is five years from the grant date.  Normally the exercise price of the option is determined using the five-day closing average of the shares prior to the grant date.

On October 22, 2004, the Board of Directors passed a resolution authorizing an amendment to a stock option plan dated September 25, 2001 and amended October 30, 2002 increasing the number of shares available in the plan by 2,600,000 shares, to a total of 5,100,000 shares.  The amendment was adopted by the Company’s shareholders at its annual and special meeting of shareholders held on October 22, 2004.  On Oct 12, 2005, the Board of Directors received approval from shareholders at the Annual General Meeting to increase the common shares available for the Company’s Stock Option Plan by 2,000,000. All features of the plan remain unchanged.  

(5)        Options and Warrants outstanding as at June 24, 2010

The following table outlines the options that are outstanding as of June 24, 2010 of the directors and senior management or their affiliates of the Company:

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Name	NumberofShares		ExercisePrice		Expiry
Michael Liik (1)		508,697	US$	0.026	09/06/2012
Brian Clewes (1)		508,697	US$	0.026	09/06/2012
Arthur Laudenslager (1)		508,697	US$	0.026	09/06/2012
Christopher Besant (1)		508,697	US$	0.026	09/06/2012
Richard Callander (1)		508,697	US$	0.026	09/06/2012
Howard Drabinsky (1)		508,697	US$	0.026	09/06/2012
Howard Drabinsky (2)		2,400,000	US$	0.0132	04/03/2015

Options to Directors and Officers will become vested as follows:

1)         Upon successful completion of the acquisition of a suitable company. Without limitation the Board has determined that upon the closing of the Colorep transaction described in the LOI, tabled at the Board meeting of February 26, 2010, the options are vested.

2)         Upon issue as issued on account of Directors’ Fees.

C.        BOARD PRACTICES.

The Board of Directors may consist of from three to ten members, and currently consists of six members. Each Director is elected by the shareholders to serve until the next annual meeting or until a successor is elected or appointed

For a list of the Directors and the period during which the current Directors have served in that office, please see Section 6A above.

The Directors of the Company do not currently have any service contracts with the Company providing for benefits upon termination of employment. There does not currently exist any compensation arrangement for any of the Directors. The Company does not have any pension, retirement or similar plan for its Directors.

Michael Liik and Richard Callander are members of the Company’s Audit Committee. Arthur Laudenslager and Howard Drabinsky are members of the Company’s Compensation Committee. There are no additional committees of the Board

D.        EMPLOYEES.

The Company currently has no employees.

E.         SHARE OWNERSHIP.

The following table lists, as of June 24, 2010, the beneficial share holdings (see (4)) in the Common Shares, which are the only outstanding voting securities of the Company, of (i) each of the Company's Executive Officers and Directors of the Company; and (ii) all of the Company's Executive Officers and Directors as a group:

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Name	Options, Warrants or Agreements Vested		Directly Owned		Total Owned included Vested Amounts		Percent of Class
Brian Clewes (1)		2,712,704		6,137,295		8,849,999		11.58	%
Arthur Laudenslager				755,796		755,796		.99	%
Michael Liik (2)		4,546,174		11,359,160		15,905,334		20.82	%
		7,258,878		18,252,251		25,511,129		33.39	%

(1) Includes  (i) 711,887 Common shares held by Brian Clewes and (ii) 8,138,112 owned by 397230 Ontario Limited, and (iii) 2,712,704 shares held in Escrow.

(2) Includes (i) 524,211 Common shares held by Michael Liik and (ii)10,834,949 Common shares by Liikfam Holdings Inc. and (iii) 4,546,174 shares held in Escrow.

All the individuals included in the table above are beneficial owners as defined in General Instruction F to this form 20-F.  Each person in the above table either owns or has the right to acquire the common shares within 60 days by options, warrants or other agreement.

ITEM 7.

 MAJOR SHAREHOLDERS AND RELATED AND NON-RELATED PARTY TRANSACTIONS.

A.     MAJOR SHAREHOLDERS.

The following table lists, as of June 24, 2010, the beneficial share holdings in the Common Shares, which are the only outstanding voting securities of the Company, of all persons who are known to the Company to beneficially own, directly or indirectly, five percent or more of the issued and outstanding Common Shares:

Name of Beneficial Owner	Amount and Nature of Class		Percent
Brian Clewes		6,137,295		8.03	%
Jiri K. Nor (1)		7,243,446		9.48	%
Michael Liik		11,359,160		14.87	%
ACME Global Inc.		4,801,747		6.28	%

(1) Includes (i) 307,907 Common Shares held by Jiri K. Nor and (ii) 4,457,879 Common Shares held by Macnor Corp.

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There has been significant change in the percentage ownership held by both major shareholders during the past four years due to dilution incurred by private placements, the issuance of Common Shares to reduce debt and the issuance of common shares for the acquisition of Astris s.r.o.

The Company's major shareholders do not have any different voting rights than other holders of the Common Shares.

For a discussion of the number of shares of Common Stock held in Canada, please see Item 9 below.

To the Company's knowledge, it is not directly or indirectly owned or controlled by another corporation(s), by any foreign government or by any other natural or legal person(s). The Company does not know of any arrangement that may, at a subsequent date, result in a change in control of the Company.

B.      RELATED PARTY TRANSACTIONS.

(1)     Astris s.r.o.

The Company acquired 100% of the ownership (increased from 30% ownership) in Astris s.r.o., a Czech Republic company on January 27, 2005.  The results of its operations from the effective date of January 2, 2005 are fully consolidated with the results of the parent company.  In prior years, this investment in Astris s.r.o. was accounted for on the equity basis.  As the Company’s share of losses was in excess of the original investment, the investment was written down to nil in a prior year.

The Company regularly subcontracts portions of its research and development activities to s.r.o.  To facilitate these activities, the Company advances funds to them. In addition, the Company sells its products to s.r.o., as required.  As at December 31, 2005, any funds advanced to Astris s.r.o. since acquisition and any trade receivables and payables have been eliminated on consolidation

The funds advanced to s.r.o. were for operating expenses, the purchase of land and a building as well as equipment for the new electrode production facility.

(2)    Amounts owing to Directors and Officers:

Payables and accruals as at December 31, 2009 include the following amounts:

	Position in	Amount		Amount		Amount
Entity	Company	2009		2008		2007
Arthur Laudenslager	Director				5,075
Brian Clewes	Director		13,082		5,075		25,000
Chris Besant	Director		13,083		5,075		25,000
Richard Callander	Director				5,075
Fortius Research and Trading	Controlled by A.D.
Howard Drabinsky	Director		26,165		5,075
Liikfam Holdings Inc.	Controlled by M.L.				5,075
		$	52,330	$	30,450	$	50,000

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(3)       Compensation Expensed to Directors and Officers

The following amounts were expensed as consulting and other compensation to directors and officers:

	Position in	Amount		Amount		Amount
Entity	Company	2009		2008		2007
Brian Clewes (BC)	Director		28,448		27,316		49,005
Anthony Durkacz(AD)	Director & Officer						9,059
Fortius Research and Trading	Director Controlled by A.D.						48,733
Arthur Laudenslager	Director		28,448		27,315		46,122
397230 Ontario Limited	Controlled by B.C.		147,574		126,397		40,000
Howard Drabinsky (HD)	Director		28,448		27,315		1,000
Lang Michener	For HD						10,417
Rick Callander (RC)	Director						1,000
Chris Besant	Director		28,448		27,315		11,417
Stirling Partners	Controlled by R.C.		28,448		27,315		10,417
Liikfam Holdings Inc.	Controlled by M.L.		176,020		143,712		118,750
Macnor Corp. re Jiri Nor	Controlled by J.N.						93,330
Macnor Corp re Peter Nor	Controlled by J.N.						56,000
Michael Liik (ML)	Director						36,941
Jiri Nor	Director & Officer						9,059
		$	465,834	$	406,685	$	541,250

C.   NON-RELATED PARTY COMMON STOCK TRANSACTIONS.

During the four quarters of 2004, the company issued shares of common stock to settle obligations owing by the Company to certain individuals and companies as follows:

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Annual
Total Non-Related Parties		306,040		136,092		565,535		721,205		1,728,872

During the four quarters of 2005, the company issued shares of common stock to settle obligations owing by the Company to certain individuals and companies as follows:

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Annual
Total Non-Related Parties		261,350		1,113,757		2,373,045		557,775		4,305,927

During the four quarters of 2006, the company issued shares of common stock to settle obligations owing by the Company to certain individuals and companies as follows:

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	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Annual
Total Non-Related Parties		954,039		1,565,637		296,772		105,667		2,925,115

There were no shares issued to Non-Related Parties during the year ended December 31, 2007.

In January 2008, 625,000 were issued to Ardour Capital Investments, LLC due at the conclusion of their financial consulting agreement at October 26, 2007. In June 2008, 213,334 shares were issued to non-related parties in settlement of amounts owing.

There were no shares issued to Non-Related Parties during the year ended December 31, 2009.

D.   INTERESTS OF EXPERTS AND COUNSEL.

Not Applicable.

ITEM 8. FINANCIAL INFORMATION.

CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION.

Reference is made to Item 17 for a list of all financial statements and notes related thereto filed as part of this Annual Report.

SIGNIFICANT CHANGES.

On June 5, 2007, the company executed a binding asset purchase agreement with MKU Canada Inc., a corporation incorporated under the laws of Ontario, Canada, a wholly-owned subsidiary of Green Shelters Innovations Ltd., a wholly-owned subsidiary of Green Shelters (India) Private Ltd, to sell substantially all of its assets to MKU Canada Inc.

This transaction, which was negotiated by the Special Committee of the Board of Directors of Astris, includes the sale of substantially all of the assets of the Company, including its fuel cell and test load technology assets for consideration of: (i) approximately US$3.1 Million in cash; (ii) forgiveness of US$1.6 Million of face value secured convertible debentures held by ACME Global Inc. (a subsidiary of GSI) and accrued interest of US$175,000; (iii) an option for Astris to redeem, for nominal consideration and then cancel 4,248,750 shares recently acquired by ACME Global Inc. for US$0.08 per share; and (iv) a secured convertible promissory note funding commitment of a minimum of US$150,000 per month to finance operations to closing and to be forgivable thereafter.

Immediately after closing, existing management resigned both as officers and directors of the Company. It is the intention of the Board of the Company to appoint a new CEO with a mandate to utilize the remaining cash and residual tax losses to seek new business opportunities.

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The obligation of the parties to consummate this transaction are subject to the following primary conditions: 1) no material adverse change to Carthew Bay’s business; 2) execution of employment agreements between GSI and key personnel of Astris; 3) completion prior to July 31, 2007; 4) approval by at least two thirds of the votes cast at a Special Meeting of Astris shareholders on July 10, 2007; 5) closing terms typical of an asset purchase; 6) receipt of all necessary government approvals; and 7) exclusivity to MKU for the period to closing. As such, the Company has agreed to a non-refundable break-up fee equal to the greater of any advances under the secured convertible promissory note operating facility described above or $500,000, at the time of any breach.  Upon termination, the promissory note would immediately become due and payable.

DIVIDEND POLICY.

The Company has not paid dividends within the last five fiscal years. For a description of the ability of the Board of Directors to distribute dividends, please see Item 10B below.

ITEM 9. THE OFFER AND LISTING.

MARKETS AND PRICE HISTORY OF THE COMPANY'S STOCK.

As of June 24, 2010, the Company had 234 stockholders of record for its Common Shares and 76,404,648 Common Shares were issued and outstanding. The Company believes that there are a considerable number of beneficial holders of the Common Shares, as a substantial number of Common Shares are held of record by principal depositories in Canada and the United States. As at June 24, 2010, the shareholder list showed 269 registered shareholders holding a total of 76,404,648 Common Shares, 14,250,721 Common Shares in the name of Cede & Co and 24,292,623 Common shares in the name of CDS & Co (the depository in Canada).

The Common Shares were previously traded in Canada on the Canadian Dealing Network (CDNX), but presently has an inactive listing on the CDNX.  Since June 20, 2001, the Company's Common Shares have been posted for trading on the O.T.C. Bulletin Board under the symbol CWBYF. The quarterly high and low prices for the past two fiscal years are tabulated below:

2008	High		Low
First		.042		.026
Second		.05		.02
Third		.04		.021
Fourth		.02		.003
2009
First		.01		.005
Second		.015		.007
Third		.019		.009
Fourth		.02		.006

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The following table sets forth the high and low market prices for each of the past 4 months:

2010	High, US$ /share		Low, US$ /share
January		.014		.007
February		.014		.01
March		.014		.005
April		.02		.013

ITEM 10. ADDITIONAL INFORMATION.

A.      SHARE CAPITAL.

Not Applicable.

ITEM 10 B.  MEMORANDUM AND ARTICLES OF ASSOCIATION.

1.       ORGANIZATION.     

The Company was incorporated in the Province of Ontario, Canada as required under the Business Corporations Act (Ontario).  The registrant’s memorandum and articles do not provide for any specific objects or purposes.

2.        DIRECTORS POWERS.

A director who is a party to, or who is a director or officer of or has a material interest in a proposal, arrangement or contract cannot vote on any resolution to approve the potential conflict of interest.  A director may not vote, in the absence of an independent quorum, on compensation to themselves or any members of their body.

No person shall be qualified for election as a director if such person is less than 18 years of age, is of unsound mind and has been so found by a court in Canada or elsewhere, is not an individual, or has the status of a bankrupt.  Directors are not required to retire upon reaching a specific age.  A director need not be a shareholder.  A majority of the directors shall be resident Canadians.

CORPORATE GOVERNANCE.

The Company's by-laws provide that, subject to any unanimous shareholder agreement, the Board of Directors shall manage or supervise the management of the business and affairs of the Corporation. The powers of the board may be exercised at a meeting at which a quorum is present or by resolution in writing signed by all the Directors entitled to vote on that resolution at a meeting of the Board. Where there is a vacancy in the board, the remaining Directors may exercise all the powers of the Board, so long as a quorum remains in office.

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MEETINGS OF THE BOARD OF DIRECTORS.

The Company's by-laws provide that meetings of the Board of Directors may be held at any place within or outside Ontario and in any financial year of the Corporation a majority of the meetings need not be held in Canada. Meetings of the board shall be held from time to time at such time and at such place as the Board of Directors, the Chair of the Board, the Managing Director, the President or any two Directors may determine.

BORROWING POWER.

The Company's by-laws provide that without limiting the borrowing powers of the Corporation, as set forth in the Business Corporation Act (Ontario) (the "Act"), but subject to the articles and any unanimous shareholder agreement, the Board of Directors may from time to time on behalf of the Corporation, without authorization of the shareholders:

borrow money upon the credit of the Corporation;

issue, reissue, sell or pledge bonds, debentures, notes or other evidences of indebtedness or guarantee of the Corporation, whether secured or unsecured;

to the extent permitted by the Act, give directly or indirectly financial assistance to any person by means of a loan, a guarantee or otherwise on behalf of the Corporation to secure performance of any present or future indebtedness, liability or obligation of any person;

and

mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable or immovable, property of the Corporation including book debts, rights, powers, franchises and undertakings, to secure any such bonds, debentures, notes or other evidences of indebtedness or guarantee or any other present or future indebtedness, liability or obligation of the Corporation.

Nothing limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

Unless the articles of the Corporation otherwise provide, the board may from time to time delegate to a director, a committee of the board, or an officer of the Corporation any or all of the powers conferred on the board to such extent and in such manner as the board may determine at the time of such delegation.

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3.           RIGHTS, PREFERENCES AND RESTRICTIONS OF PREFERRED AND COMMON SHARES

The holders of the common shares are entitled to receive notice of and to attend and vote at all meetings of shareholders of the company and to one vote in respect of each common share held at all such meetings, except meetings at which only holders of a specified class of shares (other than the common shares) are entitled to vote.  Holders of common shares are entitled to receive, subject to the rights of holders of other classes of shares, dividends as and when declared by the company.  Holders of common shares are entitled to receive, subject to the rights of holders of other classes of shares, the remaining property of the company on the liquidation, dissolution or winding up of the company, whether voluntary or involuntary, or any other distribution of the assets of the company among its shareholders for the purpose of winding up its affairs.

The holders of the preferred shares shall have preferred rights as to dividends as determined by the directors of the company.  The preferred shares may be issued in one or more series, each series to consist of such number of shares as may before the issue thereof be determined by the directors who may by resolution fix before the issue thereof the designation, preference, rights, privileges, restrictions, conditions and limitations attached to the preferred shares of each series including the rate and nature of preferential dividends, the date of payment thereof, the redemption price and conditions of redemption, if any, conversion rights and conditions of conversion, if any, and voting rights, if any.

DIVIDENDS

The Company's by-laws provide that, subject to the Act, the articles and any unanimous shareholder agreement, the Board of Directors may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Corporation. Dividends may be paid in money or property or by issuing fully paid shares of the Corporation or options or rights to acquire fully paid shares of the Corporation. Any dividend unclaimed after a period of six years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

4.            CHANGING RIGHTS OF SHAREHOLDERS

The rights of shareholders may not be modified other than by a majority vote of the common shares voting on such modification at a special meeting. The rights of shareholders may also be modified by a unanimous shareholder agreement.

5.            ANNUAL GENERAL MEETINGS AND SPECIAL MEETINGS

The annual meeting of shareholders shall be held at such time in each year and at such place anywhere in the world as the board, chair of the board, the managing director or the president may from time to time determine.  The board, chair of the board, the managing director or the president shall have the power to call a special meeting of shareholders at anytime.  Notice of the time and place of each meeting of shareholders will be given no less than 21 and no more than 50 days before the date of the meeting to each director, to the auditor, and to each shareholder who at the close of business on the record date for notice is entered in the securities register as the holder of one or more shares carrying the right to vote.

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6.            LIMITATIONS TO OWN SECURITIES

There are no limitations on the rights to own securities, to hold securities or exercise voting rights on securities imposed by foreign law.

7.            ISSUES RELATED TO MERGERS, ACQUISITIONS OR CORPORATE RESTRUCTURING

Currently there are no provisions in the company’s articles or by-laws that would have an effect of delaying, deferring or preventing any of item 7 above.

8.            OWNERSHIP THRESHOLD

There are no by-law provisions governing the ownership threshold above which shareholder ownership must be disclosed.  However, in the United States, 5% ownership or more must be publicly disclosed.  In Canada, 10% ownership or more must be publicly disclosed.

9 & 10.LAW

The laws of Ontario, Canada, relating to Items 2-8 are not significantly different from the laws of the United States.  The conditions imposed by the memorandum and articles of association governing changes in capital are not more stringent than is required by law.

C.      MATERIAL CONTRACTS

On June 5, 2007, the company executed a binding asset purchase agreement with MKU Canada Inc., a corporation incorporated under the laws of Ontario, Canada, a wholly-owned subsidiary of Green Shelters Innovations Ltd. (“GSI”), a wholly-owned subsidiary of Green Shelters (India) Private Ltd, to sell substantially all of its assets to MKU Canada Inc.

This transaction, which was negotiated by the Special Committee of the Board of Directors of Astris, includes the sale of substantially all of the assets of the Company, including its fuel cell and test load technology assets for consideration of: (i) approximately US$3.1 Million in cash; (ii) forgiveness of US$1.6 Million of face value secured convertible debentures held by ACME Global Inc. (a subsidiary of GSI) and accrued interest of US$175,000; (iii) an option for Astris to redeem, for nominal consideration and then cancel 4,248,750 shares recently acquired by ACME Global Inc. for US$0.08 per share; and (iv) a secured convertible promissory note funding commitment of a minimum of US$150,000 per month to finance operations to closing and to be forgivable thereafter.

Immediately after closing, existing management will resign both as officers and directors of the Company. It is the intention of the Board of the Company to appoint a new CEO with a mandate to utilize the remaining cash and residual tax losses to seek new business opportunities.

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The obligation of the parties to consummate this transaction will be subject to the following primary conditions: 1) no material adverse change to Carthew Bay’s business; 2) execution of employment agreements between GSI and key personnel of Astris; 3) completion prior to July 31, 2007; 4) approval by at least two thirds of the votes cast at a Special Meeting of Astris shareholders on July 10, 2007; 5) closing terms typical of an asset purchase; 6) receipt of all necessary government approvals; and 7) exclusivity to MKU for the period to closing. As such, the Company has agreed to a non-refundable break-up fee equal to the greater of any advances under the secured convertible promissory note operating facility described above or $500,000, at the time of any breach.  Upon termination, the promissory note would immediately become due and payable.

 On August 1, 2007, the Company sold substantially all its assets, including its wholly-owned subsidiaries, to MKU Canada Inc., an arm’s-length third party.  MKU Canada Inc. is a wholly-owned subsidiary of MKU Cyprus Ltd.  The transaction includes the sale of substantially all of the assets of the Company, including its fuel cell and test load technology assets for consideration of: i) US$3,064,363 in cash ($3,216,049 Canadian: ii) forgiveness of US$1,225,000 and $380,000 Canadian of face value  secured convertible debentures held by ACME Global Inc. (a subsidiary of MKU Cyprus Ltd.) along with US$210,000 ($234,558 Canadian) of accrued interest: iii) an option for the Company, for a consideration of $1 to purchase 4,248,750 of its own shares: iv) the forgiveness of a secured convertible promissory note in the amount of US$600,000 ($642,700 Canadian). The Company has exercised the option to reacquire and cancel the 4,248,750 of its own shares.

With the sale of substantially all of its assets, the Company ceased to be in the development stage.  In prior years, the Company reported as a development stage enterprise.

The Company changed its name to Carthew Bay Technologies Inc. on August 17, 2007.

On December 10, 2007, the Company announced that it had executed a letter of intent (“LOI”) with Colorep Inc. (“Colorep”) relating to a transaction whereby shares of the Company will be issued in exchange for all of the issued and outstanding shares of Colorep under terms that constitute a reverse takeover (“RTO”) pursuant to Emerging Issue Committee abstract EIC-10, Reverse Takeover Accounting, of the CICA Handbook.  Following the successful completion of the RTO, the Company will become the legal parent of, and the existing shareholders of Colorep will acquire control of, the combined enterprise.  Successful completion of the RTO is subject to several conditions as discussed below.

Colorep is located in Rancho Cucamonga, CA, and develops and offers for sale sustainable subsurface printing and dyeing technology for decorating a wide variety of textiles and other consumer products. Colorep has previously announced its intention to acquire Transprint USA Inc. (“Transprint”), a privately held, employee-owned company, founded in 1978, with headquarters and manufacturing facilities in Harrisonburg, VA, and design studios and showrooms in New York City and Charlotte, NC. Transprint offers printing products and design services worldwide for the apparel, commercial and residential furnishings markets.  The definitive share purchase agreement between Colorep and Transprint has been completed.  One of the conditions precedent to the conclusion of the RTO under the LOI is receipt by Colorep of a credit facility sufficient to enable Colorep to conclude the acquisition of Transprint.

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Pursuant to the LOI and subject to the terms thereof, the Company will invest US $2,000,000 in two equal tranches into secured debentures (the “Debentures”) of Colorep.  The Debentures will bear interest at 1% per month (unless increased pursuant to the terms of the LOI) and interest will accrue until maturity on April 30, 2008.  Subject to certain conditions, the Company is obligated to advance the first US $1,000,000 to Colorep upon execution of a binding share exchange agreement.  The LOI further provides that upon receipt of all approvals, including shareholder and regulatory approvals, necessary to conclude the RTO, the Company will cancel the Debentures.  There are many conditions associated with the conclusion of the various transactions included as part of the LOI including: a) a condition that the Company consolidate its shares pursuant to a formula included as part of the LOI, and b) the completion of Transprint acquisition by Colorep.

Subject to certain extension provisions set out in the LOI, the transactions contemplated thereunder must be completed prior to April 30, 2008.  Upon closing of the RTO, all of the current members of the Board of Directors of the Company, other than Michael Liik, will resign and will be replaced by between four and six new members.

Execution of the LOI has received the unanimous approval of the Board of Directors of the Company.

On February 1, 2008, Carthew Bay technologies advanced the first $1 million in respect of the secured debenture financing for Colorep Inc. This tranche is the initial advance of a total $2 million financing contemplated in the previously announced Letter of Intent with Colorep, to be followed by a transaction whereby shares of CBT will be exchanged for all of the issued and outstanding shares of Colorep.

In conjunction with the proposed RTO, the Board of Directors of the Company approved a Success Fee payable to its CEO and CFO amounting to 1.4% of the Colorep transaction value or $1,150,000, earned upon closing of the Colorep RTO transaction and payable as a combination of cash remaining in the Company immediately prior to the RTO transaction and treasury shares of the Company issued at a price equivalent to the value per share (after giving consideration to the shares issued in this regard) received by the shareholders of the Company as a consequence of the RTO.  The fee would be increased by an additional 0.06% of the transaction value or $500,000, or such pro-rated amount, determined 3 months after closing of the RTO transaction and based upon the performance of the post-RTO shares.  In the event that the performance of the post-RTO shares (with the definition of performance to be established in a formal agreement), is between $0.70 per share equivalent value (as described in the LOI) and $1.00 per share, the additional $500,000 fee would be pro-rated such that no fee would be earned on the lower threshold and the full fee earned on the upper threshold.  This fee would be payable in treasury shares of the Company on the basis described above.

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On May 22, 2008, Carthew Bay Technologies entered into a consulting agreement with Macnor Corp and Jiri Nor to provide repair services to a generator previously sold by Astris Energi in 2005 as well as assist in the preparation of filings on behalf of Carthew Bay Technologies for amounts to be claimed for the 2007 Fiscal Year from the Government of Canada under the Scientific Research and Experimental Development Program administered by the Canada Revenue Agency.

On May 23, 2008, Carthew Bay Technologies Executed Agreement and Plan of Merger with Colorep, Inc. and advanced a second US$1.0 Million in respect of the Secured Debenture Financing related thereto.

On July 8, 2008 the Company announced that a delay in the closing of the RTO would occur as a consequence of the delay in the signing of the RTO Agreement (May 23, 2008). In addition, the Transaction closing was changed to December 31, 2008. The transaction requires the filing of a Registration Statement with the SEC by the Company. It was anticipated that the Registration Statement would be filed by the end of July and will require 90 to 120 days for SEC review and comments. Thereafter, the Company would convene a Special Meeting of shareholders to vote on the RTO transaction. In the event that shareholders approve same, the transaction would close shortly thereafter. It is likely that the Company will delay its annual meeting to coincide with this special meeting to avoid duplicating associated costs.

On September 5, 2008, the Company announced that there would be further delays with the completion of Colorep’s audit, which would affect the filing of the Registration Statement with the SEC.

On October 27, 2008 the Company announced that it had re-negotiated the terms of the RTO Agreement with Colorep, Inc. and agreed to extend the closing of the RTO Agreement from December 31, 2008 to June 30, 2009. In exchange for this agreement, Colorep will increase the ownership percentage of the post-RTO company held by the current CBT shareholders such that upon closing of the RTO transaction, CBT shareholders shall hold 12.753% of the post-RTO common stock of the surviving company, based upon the current issued and outstanding shares of Colorep. In addition, in the event that Colorep issues additional shares or securities convertible into shares of Colorep prior to the RTO, CBT will be granted dilution protection such that in no event shall the interest of the current CBT shareholders in the surviving company be allowed to fall below 8% of the issued and outstanding post-RTO common stock of the surviving company (based on the current issued and outstanding shares of Colorep), or 5.3% of the post-RTO ownership of the surviving company, as calculated on a fully diluted basis.

As a further inducement to extend the closing, Colorep has agreed to: (i) increase their obligation to contribute to CBT overhead expenses from $20,000 to $30,000 per month and to pre-pay such amounts through the end of January, 2009; (ii) pay any outstanding accrued interest on CBT debentures and thereafter make interest payments on a monthly basis as well as to pre-pay future interest on same through to the end of January, 2009; (iii) pay any and all amounts outstanding to CBT in respect of legal or costs owing to CBT plus all reasonable costs associated with effecting this amendment, to a maximum of $307,000 including the satisfaction of (i) and (ii) above. Any amounts still outstanding in excess of the $307,000 cap will be payable on February 1, 2009.

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On March 26, 2010, the Company made changesto the Success/M&A Fee originally approved in December 2007.  Upon Shareholder approval of the conversion discussed below, the previously issued 21,821,632 shares held in escrow (note 6(a)) will be released as well as a cash payment of $150,000. On March 26, 2010 the CEO agreed to surrender 2,543,485 options and the CFO agreed to surrender 1,526,091 options as well as 254,348 Finder’s Fee options granted in 2007.

The Company has entered into the Amended and Restated Convertible Debenture of Colorep (which replaces the Debentures) and the Amended and Restated Agreement and Plan of Merger (which replaces the Original Agreement and Plan of Merger), both of which are made and effective as of March 31, 2010.  The Amended and Restated Convertible Debenture and the Amended and Restated Agreement and Plan of Merger were entered into at the request of Colorep (i) to facilitate its immediate financing needs, and (ii) because the Company was able to negotiate an amendment fee.  The Amended and Restated Convertible Debenture requires the Company to hold a shareholder’s meeting at the earliest possible date to approve above amendments.

The Amended and Restated Convertible Debenture provides that all outstanding principal and unpaid interest will be due on March 31, 2012 and will bear interest at a rate of one percent (1%) per month until such time.  In exchange for the Company’s agreement, Colorep agreed to pay an amendment fee of US $100,000 (the “Amendment Fee”), payable in the amount of US $50,000 immediately and US $50,000 on April 30, 2010, to be credited against the cash payment obligation set forth in (iv) below.  The amended and Restated Convertible Debenture also provides that, immediately upon approval by the Shareholders of the Special Resolution described under the heading “Special Resolution” below:

i)  all outstanding principal and unpaid interest and all other amounts owed by Colorep to the Company will be converted into: (a) 714,005 shares of Series C preferred stock of Colorep (convertible into shares of common stock at a rate of ten shares of common stock for each share of Series C Preferred Stock) – which represent approximately 4.52% of the outstanding securities of Colorep, calculated on an as-converted into common shares basis (fully diluted in accordance with US GAAP) or 2.58% of the outstanding shares of Colorep calculated on an as-converted into common shares basis (fully diluted including all warrants); (b) warrants to purchase 7,140,050 shares of common stock of Colorep to be exercisable at US $0.378 per share for a period of five years from issuance – which represent approximately 2.58%  of the outstanding shares of Colorep calculated on an as-converted into common shares basis (fully diluted including all warrants) (these warrants are not included pursuant to US GAAP); and (c) 2,697,392 shares of Common Stock of Colorep – which represent approximately 1.71% of the outstanding shares of Colorep, calculated on an as-converted into common shares basis (fully diluted basis in accordance with US GAAP) or 0.97% of the outstanding common shares of Colorep calculated on an as-converted basis (fully diluted including all warrants);

ii)  the shares of Series C preferred stock and warrants to purchase common stock of Colorep issued pursuant to (i) will be subject to adjustment pursuant to applicable anti-dilution provisions in favour of the Company;

iii)  a conversion fee of US $500,000 payable out of financings would accrue to the Company and be payable in two portions without interest: (a) upon consummation of Colorep’s next Company Financing Event (as defined in the Amended and Restated Convertible Debenture), an amount equal to 10% of the proceeds of the financing; and (b) the balance due, if any, upon consummation of any subsequent Company Financing Event;

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iv)  US $30,000 per month would accrue to the Company until the date of effectiveness of a Form 10 filing by Colorep registering its Common Stock pursuant to Section 12 of the U.S. Exchange Act (subject to a minimum of US $150,000 and a maximum of US $184,931), payable as follows: (a) application of the paid Amendment Fee as an advance against subsequent accruals; and (b) any accrued and unpaid balance of the accruals payable concurrent with consummation of each Company Financing Event subsequent to the closing of the conversion;

v)  5% of the Original Issuance Price (as defined in the Amended and Restated Convertible Debenture) would accrue to the Company per annum per Series C Share issued in conjunction with the conversion, until conversion of the Series C Shares at the Company’s option or automatically upon the common stock of Colorep becoming freely tradable (as applicable), and payable by Colorep concurrent with conversion of the Series C Shares in either cash or additional Series C Shares (to be immediately converted) at Colorep’s option;

vi)  Colorep would be required to issue additional warrants to purchase shares of Common Stock of Colorep and pay a $25,000 cash penalty to the Company in the event that it fails to timely pay any amount due under item (iii) or item (iv) above;

vii)  pursuant to the terms of its Series C Shares of Colorep, the Company will be entitled to elect one member of the board of directors of Colorep until such time as less than fifty and one tenth percent (50.1%) of such shares are outstanding;

viii)  the Company will be granted certain participation rights, information rights and other rights pursuant to a third amended and restated investors’ rights agreement: and

ix)  the Company will be granted certain registration and other rights pursuant to a third amended and restated registration rights agreement

The Amended and Restated Agreement and Plan of Merger provides Colorep with the option to determine whether or not to proceed with the RTO, which Colorep must exercise on or before December 31, 2010.  The Company does not have any right to trigger or enforce the Amended and Restated Agreement and Plan of Merger with respect to the conduct and completion of the RTO in the absence of Colorep exercising its option to proceed with the RTO.  If Colorep does not exercise its option to proceed with the RTO prior to December 31, 2010, the Amended and Restated Agreement and Plan of Merger shall terminate and the parties will have no further obligations to conduct or complete the RTO.  If Colorep does exercise its option to proceed prior to December 31, 2010, the RTO would be conducted and completed pursuant to the Amended and Restated Agreement and Plan of Merger and a further special meeting of the shareholders of the Company would be convened to obtain any additional approvals of the shareholders of the Company that may be required with respect thereto.

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On May 6, 2010, CBT announced that the shareholders voted overwhelmingly to approve the conversion of the Company’s debt investment in Colorep Inc. into various equity securities of Colorep and cash payments at the Special Meeting of Shareholders. The Company also announced that it had formed an Advisory Board made up of Messrs. Jiri Nor, Atul Sabharwal, and Michael Stein. The Company further announced that its Chief Executive Officer and Chief Financial Officer have today agreed to amend their success fee arrangement in connection with the approval of the transaction with Colorep.  As a result, 1/3 of the 21,776,632 common shares in the capital of the Company which were to be released from escrow today to the Chief Executive Officer and Chief Financial Officer of the Company (as more fully described in the management information circular prepared in connection with the special meeting of shareholders of the Company held today) will continue to be held in escrow until such time when, over a period a 5 consecutive business days, the simple average of the closing prices of the Company’s shares on the principal stock exchange or stock quotation system on which such stock trades is equal to or greater than U.S. $0.11¢.  However, if the shares remaining in escrow are not released on or before May 6, 2015 they shall be surrendered to the Company and cancelled.

The Consulting Agreement between CBT and Macnor was amended on May 6, 2010 so that there will be no minimum number of consulting service days, the options previously granted will be surrendered for cancellation such that Macnor Corp. will retain options to purchase 416,666 common shares of CBT. The term of the agreement was also amended so that the initial term of the agreement will be for one year subject to renewal upon mutual agreement.

On May 20th, CBT announced that it had completed the conversion of the Company’s debt investment in Colorep, Inc., into various securities and cash payments.

D.       EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS

There are no governmental laws, decrees or regulations in Canada relating to restrictions on the import/export of capital affecting the remittance of interest, dividends or other payments to non-residential holders of the Company's Common Shares. Any such remittances to United States residents, however, are subject to a 15% withholding tax pursuant to Article X of the reciprocal tax treaty between Canada and the United States. See Part E below.

Except as provided in the Investment Canada Act (the "Act"), there are no limitations under the laws of Canada, the Province of Ontario or in the charter or any other constituent documents of the Company on the right of foreigners to hold and/or vote the Common Shares of the Company.

The Act requires a non-Canadian making an investment to acquire control of a Canadian business, the gross assets of which exceed certain defined threshold levels, to file an application for review with Investment Canada, the federal agency created by the Act.

As a result of the Canada-U.S. Free Trade Agreement, the Act was amended in January 1989 to provide distinct threshold levels for Americans who acquire control of a Canadian business.

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A Canadian business is defined in the Act as a business carried on in Canada that has a place of business in Canada, an individual or individuals in Canada who are employed or self-employed in connection with the business, and assets in Canada used in carrying on the business.

An American, as defined in the Act, includes: an individual who is an American national or a lawful permanent resident of the United States; a government or government agency of the United States; an American-controlled entity, corporation or limited partnership or trust which is not controlled in fact through ownership of its voting interests of which two-thirds of its Board of Directors, general partners or trustees, as the case may be, are any combination of Canadians or Americans.

The following investments by a non-Canadian are subject to review by Investment Canada:

(a) all direct acquisitions of control of Canadian businesses with assets of CDN$5 million or more;

(b) all indirect acquisitions of control of Canadian businesses with assets of CDN$50 million or more if such assets represent less than 50% of the value of the assets of the entities, the control of which is being acquired; and

(c) all indirect acquisitions of control of Canadian businesses with assets of CDN$5 million or more if such assets represent more than 50% of the value of the assets of the entities, the control of which is being acquired.

Review by Investment Canada is required when investments by Americans exceed CDN$150 million for direct acquisitions of control. For the purposes of the Act, direct acquisition of control means: a purchase of the voting interest on a corporation, partnership, joint venture or trust carrying on a Canadian business, or any purchase of all or substantially all of the assets used in carrying on a Canadian business; and indirect acquisition of control means a purchase of the voting interest of a corporation, partnership, joint venture or trust, whether a Canadian or foreign entity, which controls a corporation, partnership, joint venture or trust carrying on a Canadian business in Canada.

The acquisition of certain Canadian businesses is excluded from the higher thresholds set out for Americans. These excluded businesses include oil, gas, uranium, financial services (except insurance); transportation services and cultural services (i.e. the publication, distribution or sale of books, magazines, periodicals (other than printing or typesetting businesses), music in print or machine readable form, radio, television, cable and satellite services; the publication, distribution, sale or exhibitions of film or video recordings or audio or video music recordings).

Direct or indirect acquisitions of control of these excluded businesses are reviewable at the CDN$5 and CDN$50 million thresholds.

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A non-Canadian shall not implement an investment reviewable under the Act unless the investment has been reviewed and the Minister responsible for Investment Canada is satisfied or is deemed to be satisfied that the investment is likely to be of net benefit to Canada. If the Minister is not satisfied that the investment is likely to be a net benefit to Canada, the non-Canadian shall not implement the investment or, if the investment has been implemented, shall divest himself of control of the business that is the subject of the investment.

A non-Canadian or American making the following investments:

(i) an investment to establish a new Canadian business; and

(ii) an investment to acquire control of a Canadian business which investment is not subject to review under the Act, must notify Investment Canada, within prescribed time limits, of such investments.

E.       TAXATION.

CANADIAN INCOME TAX CONSEQUENCES

Management of the Company considers that the following discussion respecting taxation fairly describes the principal and material Canadian federal income tax consequences applicable to shareholders of the Company who are residents of the United States and are not residents of Canada and do not hold, and are deemed not to hold, Common Shares of the Company in connection with carrying on a business in Canada (a "non-resident").

Generally, dividends paid by Canadian corporations to non-resident shareholders are subject to a withholding tax of 25% of the gross amount of such dividends. However, Article X of the reciprocal tax treaty between Canada and the United States reduced to 15% the withholdings tax on the gross amount of dividends paid to residents of the United States. A further 10% reduction in 1997 in the withholding tax rates on the gross amount of dividends is applicable when a U.S. corporation owns at least 10% of the voting stock of the Canadian corporation paying the dividends.

A non-resident who holds Common Shares as capital property will not be subject to tax on capital gains realized on the disposition of such Shares unless such Shares are "taxable Canadian property" within the meaning of the Income Tax Act (Canada), and no relief is afforded under any applicable tax treaty.  However, the Common Shares of Astris are taxable Canadian property because they are not traded on a prescribed stock exchange.  This creates Canadian filing requirements for non-residents. Non-Canadian Residents would be required to file a special Canadian Income Tax Return for dispositions of shares in Astris stock and would be taxable in Canada on any Net Capital Gains earned on such dispositions.

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following discussion describes the United States federal income tax consequences of the ownership and disposition of Common Shares of the Company. The discussion contained in this summary is based on the Internal Revenue Code of 1986, as amended (the "Code"), existing and proposed Treasury Regulations, judicial decisions and administrative pronouncements, all of which are subject to change. Any such changes may be applied retroactively in a manner that could result in federal income tax consequences different from those discussed below.

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This summary discusses only Common Shares of the Company held by a U.S. Holder (defined below) as a capital asset within the meaning of Section 1221 of the Code, and does not deal with special situations, such as those of banks, thrift institutions, real estate investment trusts, regulated investment companies, insurance companies, dealers in securities or commodities, tax-exempt investors, holders whose functional currency is not the U.S. dollar, persons who hold Common Shares of the Company as a position in a straddle, as part of a synthetic security or hedge, as part of a conversion transaction or other integrated investment, or persons who are not U.S. Holders (as defined below). Further, the summary does not include any description of any alternative minimum tax consequences or any state, local or foreign tax consequences that may be applicable. This summary assumes that no U.S. Holder will own, directly or indirectly, Common Shares of the Company representing 10% or more of the voting power of the Company.

HOLDERS OF COMMON SHARES OF THE COMPANY ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE OWNERSHIP AND DISPOSITION OF SUCH SHARES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS, AND THE POSSIBLE EFFECTS OF CHANGES IN UNITED STATES FEDERAL OR OTHER TAX LAWS.

As used herein, a "U.S. Holder" means a beneficial owner of Common Shares of the Company who is (I) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or any State thereof or the District of Columbia,(iii) an estate the income of which is subject to United States federal income taxation regardless of its source, or (iv) a trust the administration of which is subject to the primary supervision of a court within the United States and for which one or more U.S. persons have the authority to control all substantial decisions.

If dividends were to be declared, they could be treated as dividends from a qualified foreign corporation and, accordingly, be subject to a 15% U.S. tax rate.  

Dividends

Distributions with respect to the Common Shares (other than liquidating distributions and certain distributions in redemption of the Common Shares) which are paid out of current or accumulated earnings and profits, as calculated for United States federal income tax purposes, generally will constitute dividends taxable as ordinary income. To the extent the amount of any such distribution paid with respect to the Common Shares exceeds current and accumulated earnings and profits, as calculated for United States federal income tax purposes, such excess distribution will not constitute a dividend for United States federal income tax purposes, but will be treated first as a tax-free return of capital to the extent of the holder's adjusted tax basis in his Common Shares (with a corresponding reduction in such basis) and, to the extent the distribution exceeds such basis, as a capital gain.

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Foreign Tax Credit

A U.S. Holder who pays (or has had withheld from distributions) Canadian income tax with respect to the ownership of Common Shares of the Company may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations that apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States Federal income tax liability that the U.S. Holder’s foreign source income bears to his worldwide taxable income. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and holders and prospective holders of Common Shares should consult their own tax advisors regarding their individual circumstances.

Dispositions, Including Redemptions

Any sale, exchange, redemption (except as discussed below) or other disposition of the Common Shares generally will result in taxable gain or loss equal to the difference between the amount received upon the sale, exchange, redemption or other disposition and the holder's adjusted tax basis in the Common Shares. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the holding period for the Shares of the Company exceeds one year.

In certain cases, a redemption of Common Shares may be treated as a dividend, rather than as a payment in exchange for the Shares of the Company. In such events, the redemption payment will be treated as ordinary dividend income to the extent that such payment is made out of current or accumulated earnings and profits, as calculated for United States federal income tax purposes. The determination of whether the redemption will be treated as a dividend rather than as payment in exchange for the Common Shares of the Company will depend upon whether and to what extent the redemption reduces the holder's percentage stock ownership interest in the Company. A redemption will be treated as an exchange of stock that produces a capital gain if the redemption either (1) completely terminates the holder's interest in the Company under Section 302(b)(3) of the Code, (2) is "substantially disproportionate" with respect to the holder under Section 302(b)(2) of the Code, or (3) is "not essentially equivalent to a dividend" under Section 302(b)(1) of the Code.

A redemption will completely terminate the holder's interest in the Company if, as a result of the redemption, the holder no longer has any stock interest in the Company, directly or constructively after application of the attribution rules of Section 302(c) of the Code. A redemption will be "substantially disproportionate" with respect to the holder if (1) the ratio of the voting stock owned by the holder (including stock attributed to the holder under Section 302(c) of the Code) immediately after the redemption to all the voting stock of the Company is less than 80% of the same ratio for the voting stock owned by the holder immediately before the redemption, (2) there is a similar percentage reduction in the ownership by the holder of Common Shares of the Company, and (3) the holder owns less than 50% of the voting stock of the Company. Whether a redemption is "not essentially equivalent to a dividend" with respect to a holder will depend upon the holder's particular circumstances. The IRS has ruled that a minority shareholder in a publicly held corporation whose relative stock interest is minimal and who exercises no control with respect to corporate affairs is considered to have a "meaningful reduction" if such shareholder has a reduction in his percentage stock ownership. In determining whether any of the foregoing tests have been satisfied, the holder is deemed, under the constructive ownership rules of Section 302(c) of the Code, to own any Common Shares in the Company owned by certain related persons and entities and any Common Shares which the holder or certain related persons and entities have an option to acquire. However, because of the ambiguities in applying the foregoing rules, holders should consult their tax advisors to determine whether a redemption of Common Shares will be treated as a dividend or as a payment in exchange for the Common Shares of the Company.

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F.        DIVIDENDS AND PAYING AGENTS

Not Applicable.

G.        STATEMENT BY EXPERTS

Not Applicable.

H.       DOCUMENTS ON DISPLAY

The Company is subject to the informational requirements for foreign private issuers under the Securities Exchange Act of 1934, as amended. In accordance with these requirements, the Company files reports on Form 20-F and 6-K with the United States Securities and Exchange Commission. These materials, including this annual report and the exhibits thereto, may be inspected and copied at the Commission's Public Reference Room at 100 F Street, N.E., Washington, DC 20549. Copies of the materials may be obtained from the Public Reference Room at prescribed rates. The public may obtain information on the operations of the Commission's Public Reference Room by calling the Commission in the United States at 1-800-SEC-0330. The Commission also maintains a web site at http://sec.gov that contains reports, proxy statements and other information regarding registrants that file electronically with the Commission.

I.         SUBSIDIARY INFORMATION

Not Applicable.

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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK.

The Company does not have any significant exposure to changes in interest rates.

IMPACT OF CURRENCY FLUCTUATIONS

The Company's operating expenses are primarily paid in Canadian dollars.  Fluctuations in the exchange rate between the Canadian dollar and such other currencies may have a material effect on the Company's results of operations. In particular, the Company may be adversely affected by a significant strengthening of the Canadian dollar against the U.S. dollar or Euro. The Company has not previously engaged in, and does not now intend to enter into, any currency hedging or other similar currency hedging transactions. The Company may enter into such transactions on a non-speculative basis to the extent that it might in the future have substantial foreign currency exposure.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not Applicable.

PART II.

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15

CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Company’s Chief Executive Officer and Chief Financial Officer, as of the end of the fiscal year covered by this Annual Report have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer concluded the Company’s disclosure controls and procedures were not effective. In addition to our disclosure and procedures, management is currently enhancing its corporate governance and audit committee team to strengthen the Company’s overall internal controls over financial reporting (ICOFR).

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to a change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Our management, including our Chief Executive Officer and Chief Financial Officer as of the end of the fiscal year covered by this Annual Report, conducted an evaluation of the effectiveness of our internal control over financial reporting.  Based on its evaluation, management concluded that there is a material weakness in our internal control over financial reporting and accordingly our internal control over financial reporting is not effective. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness relates to the monitoring and review of work performed by our Chief Financial Officer and lack of segregation of duties.  In the preparation of audited financial statements, footnotes and financial data all of our financial reporting is carried out by our Chief Financial Officer, and we do not have an effective process to review the work performed.  The lack of segregation of duties results from a minimal operation with two individuals. To mitigate this material weakness to the fullest extent possible, all financial reports are monitored and reviewed by the President and Chief Executive Officer. All unexpected results are investigated. We are currently in the process of hiring additional accounting consultants to assist in implementing additional procedures for the monitoring and review of work performed by our Chief Financial Officer.

This annual report does not include an attestation report of the Company’s registered public accounting firm MSCM LLP regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report on Form 20-F.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

No change in the Company s internal control over financial reporting occurred during the year ended December 31, 2009, that materially affected, or is reasonably likely to materially affect, the Company s internal control over financial reporting.

ITEM 16.

A.

AUDIT COMMITTEE FINANCIAL EXPERT

Members of the Audit Committee have broad financial experience which has been gained in a variety of disciplines including investment banking, supervision of finance functions and general management, and the Board is satisfied that collectively they have the requisite financial skills and expertise to enable them fully to carry out their responsibilities. However, the Board considers that no individual member of the committee qualifies as a “financial expert” within the terms of the definition set out in the Sarbanes-Oxley Act of 2002.  All current members of the Audit Committee are independent.

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C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

For the year ended 2009 and 2008, the audit fees were CDN $27,500 and CDN $45,900.   For the years ended 2009 and 2008, the tax related fees for the principal accountants were CDN $NIL and CDN $NIL.  The Company’s audit committee’s pre-approval of audit fees is discussed in advance with the principal accountant and the audit committee. If there are any adjustments, they are approved by the audit committee.

E.             PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not Applicable.

PART III.

ITEM 17. FINANCIAL STATEMENTS

The following documents are filed as Attachment A hereto and are included as part of this Form 20-F.

CARTHEW BAY TECHNOLOGIES INC. (FORMERLY ASTRIS ENERGI INC.) CONSOLIDATED FINANCIAL STATEMENTS

Description of Document:

Auditors' Report for the year ended December 31, 2009.

Auditors' Report for the year ended December 31, 2008.

Auditors' Report for the year ended December 31, 2007.

Auditors’ Report for the year ended December 31, 2006.

Auditors’ Report for the year ended December 31, 2005.

Balance Sheets for the year ended December 31, 2009 and 2008.

Statements of Loss and Deficit for the years ended December 31, 2009, 2008 and 2007.

Statements of Cash Flows for the years ended December 31, 2009 and 2008.

Notes to Financial Statements for the year ended December 31, 2009, 2008 and 2007.

ITEM 18. FINANCIAL STATEMENTS

Not applicable.

ITEM 19. EXHIBITS

3.1*        Memorandum of Association of Kayty Exploration Ltd., filed March 18,1981 with the Province of Alberta Office of Consumer and Corporate Affairs.

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3.2*        Articles of Association of Kayty Exploration Ltd., filed March 18,1981 with the Province of Alberta Office of Consumer and Corporate Affairs.

3.3*        Certificate amending the Memorandum of Association of Kayty Exploration Ltd., filed July 9, 1981 with the Province of Alberta Office of Consumer and Corporate Affairs.

3.4*        Certificate amending the Memorandum of Association of Kayty Exploration Ltd., filed November 6, 1981 with the Province of Alberta Office of Consumer and Corporate Affairs.

3.5*        Certificate amending the Memorandum of Association of Kayty Exploration Ltd., filed March 11, 1982 with the Province of Alberta Office of Consumer and Corporate Affairs.

3.6*        Certificate amending the Memorandum of Association of Kayty Exploration Ltd., filed August 9, 1982 with the Province of Alberta Office of Consumer and Corporate Affairs.

3.7*        Articles of Continuance for Kayty Exploration Ltd., filed September 22, 1987 with the Ministry of Consumer and Commercial Relations, Province of Ontario, Canada.

3.8*        Articles of Amendment for Kayty Inc., filed December 7, 1994 with the Ministry of Consumer and Commercial Relations, Province of Ontario, Canada.

3.9*        Articles of Amendment for WLD Inc., filed July 4, 1995 with the Ministry of Consumer and Commercial Relations, Province of Ontario, Canada.

3.10*      By-Laws of  Astris Energi Inc., dated April 12, 1996.

4.1*        Astris Energi Inc. Stock Option Plan, dated June 2000.

4.2*        Form of Convertible Debenture Document with Cornell Capital Partners, LP, dated April 10, 2006.

4.3*        Warrant number CCP-001 to Cornell Capital Partners, LP dated April 10, 2006.

4.4*        Warrant number CCP-002 to Cornell Capital Partners, LP dated April 10, 2006.

4.5*        Warrant number CCP-003 to Cornell Capital Partners, LP dated April 10, 2006.

10.1*      License Agreement between  Astris Energi Inc. and Energy Ventures Inc.(Canada) dated October 22, 1998.

10.2*      Debenture by Astris Energi Inc and Astris Inc. to and in favor of Energy Ventures Inc. (Canada) dated October 22, 1998.

10.3*      Equipment Lease between Astris Inc. and Energy Ventures Inc. (Canada) dated October 22, 1998.

10.4*      License Agreement with Macnor Corp. dated October 1, 1999.

64

10.5*      Lease for property located at 2175 Dunwin Drive, Unit 6, Mississauga, Ontario, between 789542 Ontario Limited and Astris Energi Inc, dated April 14, 2000.

10.6*      License Agreement, between Astris Inc. and Astris s.r.o., dated January 30, 1995.

10.7*      Grant of Options by  Astris Energi Inc. to Energy Ventures Inc., dated October 22, 1998.

10.8*      Agreement between Astris Energi Inc. and Fuelcellstore.com, Inc., dated October 12, 2000.

10.9*      Assignment Agreement between Josef Soltys and Astris Inc. for Canadian Patent #1,295,679, for QUICKCELL, dated November 15, 1995.

10.10*    Debenture between Astris Inc. and Donald Alex Blenkarn, in trust, dated September 30, 1996.

10.11*    Value Added Reseller Agreement with Alternate Energy Corp., dated May 14, 2004.

10.12*    Co-operation agreement with El.ma, dated October 15, 2004.

10.13*    Consulting Agreement with Liikfam Holdings, dated December 10, 2004.

10.14*    Purchase and Escrow Agreement between Astris Energi Inc., Macnor Corporation and 2062540 Ontario Inc. dated January 20, 2005.

10.15*    Teaming Arrangement with Plasma Environmental Technologies Inc., dated February 23, 2005.

10.16*    Agreement with First Energy Advisors, dated May 22, 2003.

10.17*    Assignment of technology to Astris Energi Inc. from Macnor Corporation, dated July 25, 2005.

10.18*    Form of Convertible Debenture document, dated March 24, 2005.

10.19*    Securities Purchase Agreement with Cornell Capital Partners LP, dated April 10, 2006.

10.20*    Investor Registration Rights Agreement with Cornell Capital Partners LP, dated April 10, 2006.

10.21*    Security Agreement with Cornell Capital Partners LP, dated April 10, 2006.

10.22*    Security Agreement between 2062540 Ontario Inc. and Cornell Capital Partners LP, dated April 10, 2006.

10.23*    Share Escrow Agreement with Cornell Capital Partners LP, dated April 10, 2006.

65

10.24*    Irrevocable Transfer Agent Instructions between Equity Transfer Services, Inc., Cornell Capital Partners LP and Astris Energi Inc.

10.25*    Letter of Intent to Sell Assets to Green Shelters Innovations Ltd. To sell substantially all of Astris Energi Inc’s assets. Dated April 19, 2007.

10.26*    Loan Agreement between Astris Energi Inc. and Green Shelter Innovations Ltd. To provide on-going financing due July 31, 2007. Dated May 4, 2007.

10.27*   Asset Purchase Agreement with the Issuer and 2062540 Ontario, Inc. a wholly-owned subsidiary of the Issuer and MKU Canada, Inc. and affiliate of Green Shelters Innovations Ltd. Dated June 5, 2007.

10.28*    Settlement Agreements between Jiri Nor, Peter Nor, Anthony Durkacz, Macnor Corp, Fortius Research and Trading Corp, and Astris Energi Inc. Dated July 26, 2007.

10.29*    Completion of Astris Energi Inc. asset sale to MKU Canada, Inc. Dated August 1, 2007.

10.30*    Astris Energi Inc. changes name to Carthew Bay Technologies Inc. and trading symbol becomes “CWBYF” on the OTC Bulletin Board. Dated August 22, 2007.

10.31*    Letter of Intent for Reverse Takeover transaction of Colorep, Inc. Dated December 9, 2007.

10.32*    Secured Debenture Financing provided to Colorep, Inc. for US$1.0 Million. Dated February 1, 2008.

10.33*   Execution of Agreement and Plan of Merger whereby shares of Carthew Bay Technologies will be exchanged for all issued and outstanding shares of Colorep, Inc. Secured Debenture Financing provided to Colorep, Inc. for US$1.0 Million. Dated May 23, 2008.

10.34*    Consulting Agreement with Macnor Corp dated May 22, 2008.

10.35*    Letter Agreement with Colorep dated October 27, 2008.

10.36*    Amendments to Agreement of Plan and Merger and all related documents with Colorep dated October 27, 2008.

10.37*    Amending Agreement to Amendments to Agreement and Plan of Merger and all related documents with Colorep dated November 4, 2008.

10.38*    Amendments to the Note Purchase Agreement, Secured Debenture Agreement and Security Agreement with Colorep dated November 11, 2008.

10.39*    Security Agreement with Colorep dated November 21, 2008.

10.40*    Subordination and Intercreditor Agreement with PNC Bank dated December 5, 2008.

66

10.41*    Amendment to Note Purchase Agreement with Colorep dated December 5, 2008.

10.42*    Amended and Restated Agreement and Plan of Merger with Colorep dated March 31, 2010.

10.43*    Amended and Restated Secured Convertible Debenture with Colorep dated March 31, 2010.

12.1 and 12.2 302 CERTIFICATION

13.1 and 13.2 SECTION 906 CERTIFICATION

23.1 AUDITORS’ CONSENT

99* CODE OF ETHICS

99.1* WHISTLEBLOWER POLICY

* Previously filed.  Otherwise all other exhibits filed herewith.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

CARTHEW BAY TECHNOLOGIES INC.   (FORMERLY ASTRIS ENERGI INC.)
By:	/s/ Michael Liik
President and Chief Executive Officer
Date: June 24, 2010

67

CARTHEW BAY TECHNOLOGIES INC.

(Formerly Astris Energi Inc.)

Financial Statements

(Canadian Dollars)

December 31, 2009, 2008 and 2007

CARTHEW BAY TECHNOLOGIES INC.

(Formerly Astris Energi Inc.)

INDEX

December 31, 2009, 2008 and 2007

	PAGE
INDEPENDENT AUDITORS’ REPORT	2-3
FINANCIAL STATEMENTS
Balance Sheets - Statement I	4
Statements of Operations and Deficit - Statement II	5
Statements of Cash Flows – Statement III	6
NOTES TO THE FINANCIAL STATEMENTS	7 – 31

INDEPENDENT AUDITORS’ REPORT

To the Shareholders of

CARTHEW BAY TECHNOLOGIES INC.

(Formerly Astris Energi Inc.)

We have audited the balance sheets of CARTHEW BAY TECHNOLOGIES INC. (Formerly Astris Energi Inc.) as at December 31, 2009 and 2008 and the statements of operations and deficit and cash flows for the years then ended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2009 and 2008 and the results of its operations and cash flows for the years then ended in accordance with Canadian generally accepted accounting principles.

The statements of operations and deficit and cash flows for the year ended December 31, 2007 were audited by other auditors whose report dated April 24, 2008, expressed an unqualified opinion on those financial statements.

Chartered Accountants

Licensed Public Accountants

Toronto, Ontario

April 28, 2010

The accompanying notes are an integral part of these financial statements. Page 2

Comments by Auditors for U.S. Readers on Canada-U.S. Reporting Difference

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) where there are events that cast substantial doubt on the Company’s ability to continue as a going concern, such as those described in Note 1 to the financial statements. Our report to the shareholders dated April 28, 2010 is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditors’ report when they are properly accounted for and adequately disclosed in the financial statements.

/s/ MSCM LLP

Chartered Accountants

Licensed Public Accountants

Toronto, Ontario

April 28, 2010

The accompanying notes are an integral part of these financial statements. Page 3

CARTHEW BAY TECHNOLOGIES INC.   Statement I

(Formerly Astris Energi Inc.)

Balance Sheets

As at December 31, 2009 and 2008

(Canadian Dollars)

	2009		2008
ASSETS
CURRENT
Cash and cash equivalents	$	211,389	$	479,531
Interest and support receivable (notes 3 (iii) and 14)		—		54,477
Government taxes receivable		16,152		6,668
Prepaid expenses		18,853		18,853
Loan receivable – ECOM Financial Corp (note 4)		26,165		—
Convertible debenture in Colorep Inc. (notes 3 and 14)		—		2,436,000
		272,559		2,995,529
Interest and support receivable (notes 3 (iii) and 14)		526,481		—
Convertible debenture in Colorep Inc. (notes 3 and 14)		2,093,200		—
	$	2,892,240	$	2,995,529
LIABILITIES
CURRENT
Accounts payable and accrued liabilities (note 9)	$	102,946	$	50,450
SHAREHOLDERS’ EQUITY
SHARE CAPITAL (note 6(a))		10,978,448		10,978,448
CONTRIBUTED SURPLUS (note 6(a))		6,236,567		6,236,567