In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures About Derivative Instruments and Hedging Activities - An Amendment of FASB Statement No. 133 ("SFAS 161"). SFAS 161 expands and amends the disclosure requirements for derivative instruments and hedging activities. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company is in the process of determining what effect, if any, the application of the provisions of SFAS 161 will have on its financial position, results of operations or cash flows.

F-21

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 9A(T). Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer ("CEO") and our Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures, or “disclosure controls,” pursuant to Exchange Act Rule 13a-15(b). Disclosure controls are controls and procedures designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this annual report, is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure controls include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our disclosure controls include some, but not all, components of our internal control over financial reporting. In making this evaluation, our management considered the material weaknesses in our internal control over financial reporting and the status of remediation as discussed below. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of March 31, 2008.However, giving full consideration to the material weaknesses described below, we performed adequate analyses and procedures, including among other things, transaction reviews and account reconciliations, in order to provide assurance that our consolidated financial statements included in this annual report were prepared in accordance with generally accepted accounting principles (“GAAP”) and present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.

(b) Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements.

Our management performed an assessment of the effectiveness of our internal control over financial reporting as of March 31, 2008, utilizing the criteria described in the “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The objective of this assessment was to determine whether our internal control over financial reporting was effective as of March 31, 2008. Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

Page 31 of 42

A material weakness is a deficiency, or a combination of 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. In our assessment of the effectiveness of internal control over financial reporting as of March 31, 2008, we identified the following material weaknesses, which had not been fully remedied and continued to exist:

There was a lack of 1) effective communication of the importance of internal controls over financial reporting throughout the structure of the Company and 2) an adequate tone set by management around control consciousness.

We do not have sufficient in-house capacity to review and supervise the accounting operations. Our policies and procedures with respect to the review, supervision and monitoring of accounting operations were not operating in a fully effective manner. Timely review of vouchers, general ledger and sub-ledger was not sufficient.

Our accounting staff was not familiar with U.S. GAAP and SEC reporting requirements. In addition, we did not maintain effective controls over the preparation and review of the period-end closing procedures to ensure the completeness and accuracy of the consolidated financial statements and that balances and disclosures reported in the consolidated financial statements reconciled to the underlying supporting schedules and accounting records.

There was a lack of effective anti-fraud program designed to detect and prevent fraud relating to an effective whistle-blower program, consistent background checks of personnel in positions of responsibility and an ongoing program to manage identified fraud risks.

We did not maintain an effective risk assessment and management mechanism. Specifically, we do not have sufficient internal mechanisms to prevent management override in a fully effective manner.

Our internal audit function was not sufficient. Specifically, there were no personnel with an appropriate level of experience, training and there were no lines of reporting to allow an internal audit group to function effectively in determining the adequacy of our internal control over financial reporting and monitoring the ongoing effectiveness thereof.

We do not have sufficient safeguards of documentation such as contracts and agreements.

In light of these material weaknesses management concluded that our internal control over financial reporting was not effective as of March 31, 2008.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.

(c) Remediation and Changes in Internal Controls

Subsequent to March 31, 2008, but prior to the filing of this Form 10-K, the Company has taken the following actions to remedy the material weaknesses more specifically described and addressed in Part B of this Item:

In regard to the lack of effective communication, management held a meeting to review the implementation of further elements of internal controls; we reviewed the employee handbook and work flow; sent notices out to all employees; to add further internal control elements in the area of work assessment; we have set up a special fund for internal control improvement. We are also considering hiring a SOX 404 consultant.

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In regard to insufficient in-house capacity, we have set up an internal control center which directly reports to the board directors; we have instructed the human resources department to hire capable personnel with relevant accounting knowledge; we have worked out a standard procedure to monitor accounting operation and timely review of vouchers, general ledger and sub-ledger; we ensure proper review of vouchers, general ledger and sub-ledger prior to the filing of this Form 10-K.

In regard to the accounting staff not being familiar with U.S. GAAP, we will hire a financial supervisor and accountant with knowledge and expertise in U.S. GAAP; we have appointed an independent director, who has over 15 years of experience in accounting and finance field. He, together with the other two independent directors have reviewed and approved the financial statements prior to the filing of this Form 10-K; we have designated one member of the accounting staff to collect US GAAP updates and assess impact to the Company’s financial statements of the new US accounting standards.

In regard to 1) the lack of effective anti-fraud program designed to detect and whistle-blower program, management has approved an anti-fraud program as well as a whistle-blower program; 2) the Company will perform consistent background checks of personnel in positions of responsibility; and 3) the Company has set-up a standard procedure to identify and manage fraud risk.

In regard to the lack of sufficient internal mechanisms to prevent management override, we have appointed three new independent directors in June 2008 and we are in the process of forming an Audit Committee; they will review the historical records and budget and review and amend the work flow to provide further internal control elements. Our independent directors have reviewed and approved the financial statements prior to the filing of this Form 10-K.

In regard to insufficient internal audit function, we have set up an internal control center which directly reports to board directors and will report to the Audit Committee when it is formed; we have instructed the human resources department to hire capable personnel with relevant internal audit experience for the internal audit function.

In regard to the lack of sufficient safeguard of documentation, we have implemented procedures to safeguard all important documentation; we purchased new sets of safeguard equipments to secure important documentation. We have reviewed all of our contracts and agreements prior to the filing of this Form 10K and stored them properly.

Item 9B. Other Information.

As of the date of this filing, the Company is in the process of filing an application for listing with the American Stock Exchange.

On June 17, 2008, the Company filed with the Commission a Form 8-K stating that it had accepted the resignations of Mr. Meilian Li and Mr. Zhaohui Luo and has appointed the following as independent directors: Mr. Jiangcheng Fang, Mr. Chao Jiang and Mr. Chengning Zhang. Furthermore, the Company has appointed Mr. Jie Shi as its Chief Executive Officer and as a director. Mr. Xiaofeng Li, who was the Company’s Chief Exeucitve Officer will remain as director and has been appointed as the Chief Executive Officer of the Company’s main operating subsidiary, Shanghai Sunplus Communication Technology Co., Ltd.

Page 33 of 42

PART III.

Item 10. Directors, Executive Officers and Corporate Governance.

DIRECTORS AND EXECUTIVE OFFICERS

Our directors and officers, as of March 31, 2008, are set forth below. The directors hold office for their respective term and until their successors are duly elected and qualified. Vacancies in the existing Board are filled by a majority vote of the remaining directors. The officers serve at the will of the Board of Directors.

Name	Age	Position	Director Since

Xiaofeng Li	31	Chief Executive Officer and Director	August 2005

Murry Zuhe Xiao	40	Chief Financial Officer	August 2005

Meilian Li	36	Chairman of the Board	August 2005

Zhaohui Luo	39	Director	August 2005

Eric Xue	33	Chief Technical Officer	August 2005

Note -

As of June 11, 2008, the Company has reorganized the Board of Directors and Officers. Please see Item 9B - Other Information on Page 61 of this Form 10-K for further information. Since this Form 10-K is being filed after June 11, 2008, the Company’s new Chief Executive Officer, Mr. Jie Shi will be signing as the Principal Executive Officer.

The following is a brief summary of the business experience of our management.

Mr. Xiaofeng Li, Director and Chief Executive Officer. Mr. Li holds a Bachelor Degree from Shanghai University, Industrial Design Department. From August 1998 to February 2001, Mr. Li was employed by Inventec Appliances Corp. where he was an Industrial Designer. From 2001 to March 2002, Mr. Li was employed by Shanghai Fanna Industrial Product Design Co., Ltd. as executive director and general manager. Since April 2002, Mr. Li has been Chairman of the Board of Shanghai Sunplus Communication Technology Co., Ltd.

Mr. Murry Zuhe Xiao, Chief Financial Officer. Mr. Xiao is a Fellow Member of the Institute of Financial Accountant Association, a member of the Society of Registered Financial Planners, and a Member of China Institute of Certified Public Accountants. Mr. Xiao holds a post graduate Certificate in Professional Accounting from City University, Hong Kong. He also holds a degree in Economics from the Jiang Xi University of Finance and Economics. Since 1999, Mr. Xiao had worked for Qiao Xing Universal Telephone, Inc. as Finance Manager for about 4 years Mr. Xiao joined our Company in 2005.

Ms. Meilian Li, Chairman of the Board. Ms. Li holds a Bachelor Degree in Accounting from Guangzhou Nanyang College. From 2000 to the present, Ms. Li has held the position of Board Chairman of Shenzhen Youlian Transportation, Inc. where she is responsible for human resource management, strategic planning and financial management.

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Mr. Zhaohui Luo, Director. Mr. Luo holds a Masters of Business Administration from East China Normal University. From 1993 to 2002, Mr. Luo was director and general manager of Huizhou Ganghui Electronic Engineering System Co., Ltd. He serves as a General Manger for Guangdong Consun Group, Shanghai Office since 2002.

Mr. Eric Xue, Chief Technical Officer. Mr. Eric Xue served as Chief Technical Officer of Sunplus since 2003 in charge of research and development of hardware and software. Mr. Xue worked as Section Manager in Motorola Electronics In Shanghai from 2000 until 2002. He previously worked at Inventic Application, Inc. as an electrical engineer. Mr. Xue holds a Bachelor degree of Electronic and Communication Systems from Huadong Shifan University.

(a) Significant Employees

Other than our officers, there are no employees who are expected to make a significant contribution to our corporation.

(b) Family Relationships

There are no family relationships among any of our directors and executive officers. There are no family relationships among our officers, directors, or persons nominated for such positions.

LEGAL PROCEEDINGS

No officer, director, or persons nominated for these positions, and no promoter or significant employee of our corporation has been involved in legal proceedings that would be material to an evaluation of our management.

AUDIT COMMITTEE

The Board of Directors is in the process of drafting an Audit Committee Charter which it plans to approve prior to filing the Listing Application with the American Stock Exchange. The Board will ensure that the Audit Committee has a qualified "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 407(d) of Regulation S-K and the listing requirements of the American Stock Exchange.

CODE OF ETHICS

The Company adopted a Code of Ethics and Business Conduct authorizing the establishment of a committee to ensure that our disclosure controls and procedures remain effective. Our Code also defines the standard of conduct expected by our officers, directors and employees. The Code was filed as Exhibit 99.1 to our Form 10-KSB for the fiscal year ended December 31, 2002 filed with the Commission on December 2, 2003 and is incorporated herein by reference.

COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and beneficial holders of more than 10% of our common stock to file with the Commission initial reports of ownership and reports of changes in ownership of our equity securities on Forms 3, 4 and 5. Based on the copies of filings received by the Company during the most recent fiscal year the directors, officers, and beneficial owners of more than ten percent of the equity securities of the Company registered pursuant to Section 12 of the Exchange Act have filed on a timely basis all required Forms 3, 4, and 5 and any amendments thereto.

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Item 11. Executive Compensation.

Background and Compensation Philosophy

Our board of directors consists of three (3) individuals: (1) Mr. Xiaofeng Li, our Chief Executive Officer, and beneficial owner of 8.64 % of our common stock; (2) Ms. Meilian Li, a beneficial owner of 53.01% of our common stock; and (3) Mr. Zhaohui Luo. Our board of directors have historically determined the compensation to be paid to our executive officers based on our financial and operating performance and prospects, the level of compensation paid to similarly situated executives in comparably sized companies and contributions made by the officers’ to our success. Each of the named officers will be measured by a series of performance criteria by the board of directors, or the compensation committee when it is established, on a yearly basis. Such criteria will be set forth based on certain objective parameters such as job characteristics, required professionalism, management skills, interpersonal skills, related experience, personal performance and overall corporate performance.

Our board of directors have not adopted or established a formal policy or procedure for determining the amount of compensation paid to our executive officers. Mr. Li has been and may continue to be involved when our board of directors deliberate compensation issues related to his or Mr. Xiao’s compensation.

As our executive leadership and board of directors grow, our board of directors may decide to form a compensation committee charged with the oversight of executive compensation plans, policies and programs.

Elements of Compensation

We provide our executive officers solely with a base salary to compensate them for services rendered during the year. Our policy of compensating our executives with a cash salary has served us well. Because of our history of attracting and retaining executive talent, we do not believe it is necessary at this time to provide our executives discretionary bonuses, equity incentives, or other benefits in order for us to continue to be successful.

Base Salary

The yearly base salary of Mr. Xiaofeng Li for the fiscal years ended March 31, 2008 and 2007 was $61,000 and $57,594. Mr. Murry Zuhe Xiao received $46,154 and $50,223 for the fiscal years ended March 31, 2008 and 2007.

Discretionary Bonus

We have not provided our executive officers with any discretionary bonuses at the moment but our board of directors may consider the necessity of such scheme in the future based on our financial and operating performance and prospects, the level of compensation paid to similarly situated executives in comparably sized companies and contributions made by the officers’ to our success.

Equity Incentives

We have not established equity based incentive program and have not granted stock based awards as a component of compensation. In the future, we may adopt and establish an equity incentive plan pursuant to which awards may be granted if our board of directors determines that it is in the best interests of our stockholders and the Company to do so.

Retirement Benefits

Two of our executive officers in Shanghai participated in the government -mandated multi-employer defined contribution retirement plan.

Page 36 of 42

Perquisites

We have not provided our executive with any material perquisites and other personal benefits and, therefore, we do not view perquisites as a significant or necessary element of our executive’s compensation.

Deferred Compensation

We do not provide our executives the opportunity to defer receipt of annual compensation.

The following table sets forth information for the period indicated with respect to the persons who served as our CEO, CFO and other most highly compensated executive officers who served on our board of directors.

SUMMARY COMPENSATION TABLE

Name and Position	Year		Salary ($)		Bonus Shares ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Xiaofeng Li		2008		61,000		-		-		-		-		-		5,232		66,232
Chief Executive Officer		2007		57,594		-		-		-		-		-		4,082		61,676

Murry Zuhe Xiao		2008		46,154		-		-		-		-		-		0		46,154
Chief Financial Officer		2007		50,223		-		-		-		-		-		0		50,223

Eric Xue		2008		47,057		-		-		-		-		-		5,232		52,289
Chief Technical Officer		2007		44,430		-		-		-		-		-		4,082		48,512

SERVICE AGREEMENTS WITH DIRECTORS AND EXECUTIVE OFFICERS

We will bear all travelling and travel-related expenses, entertainment expenses and other out-of-pocket expenses reasonably incurred by Mr. Li, Mr. Xiao or Mr. Xue in the process of discharging their respective duties on our behalf.

Except as disclosed herein, we have no other existing or proposed agreements with any of our officers and directors.

BONUSES AND DEFERRED COMPENSATION

We do not have an incentive bonus plan at this time.

We do not have any deferred compensation or retirement plans. We do not have a compensation committee; all decisions regarding compensation are determined by our entire board of directors.

OPTION GRANTS IN THE LAST FISCAL YEAR

We did not grant any options or stock appreciation rights to our named executive officers or directors in the fiscal year 2007. As of March 31, 2008, none of our executive officers or directors owned any of our securities.

Page 37 of 42

INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

Our bylaws provide for the indemnification of our present and prior directors and officers or any person who may have served at our request as a director or officer of another corporation in which we own shares of capital stock or of which we are a creditor, against expenses actually and necessarily incurred by them in connection with the defense of any actions, suits or proceedings in which they, or any of them, are made parties, or a party, by reason of being or having been director(s) or officer(s) of us or of such other corporation, in the absence of negligence or misconduct in the performance of their duties. This indemnification policy could result in substantial expenditure by us, which we may be unable to recoup.

Insofar as indemnification by us for liabilities arising under the Securities Exchange Act of 1934 may be permitted to our directors, officers and controlling persons pursuant to provisions of the Amended Articles of Incorporation and Bylaws, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy and is, therefore, unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us is in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

At the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of ours in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding which may result in a claim for such indemnification.

Compensation of Directors

Our Board of Directors receive no compensation.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Security Ownership - Certain Beneficial Owners

Beneficial ownership is shown as of June 30, 2008, for shares held by (i) each person or entity known to us to be the beneficial owner of more than 5% of our issued and outstanding shares of common stock based solely upon a review of filings made with the Commission and our knowledge of the issuances by us, (ii) each of our directors, (iii) our Chief Executive Officer and our three other most highly compensated officers whose compensation exceeded $100,000 during the fiscal year ended March 31, 2008, or the Named Executive Officers, and (iv) all of our current directors and executive officers as a group. Unless otherwise indicated, the persons listed below have sole voting and investment power with respect to the shares and may be reached at 18^th Floor, YongSheng Building, ZhongShan Xi Road, Xuhui District, Shanghai, China.

Security Ownership - Certain Beneficial Owners

No individual shareholder, outside of those listed below in “Security Ownership - Management” held 5% or more of the Company’s stock as of June 30, 2008.

Page 38 of 42

Security Ownership - Management

			Amount
			And					Percentage
			Nature of					of Class
			Beneficial					Beneficially
Beneficial Owner (including address)	Title of class		Ownership ⁽¹⁾			Total		Owned
Xiaofeng Li (2)(3)		Common		2,299,118	D		2,299,118		7.64	%
18^th Fl, YongSheng Building Xhong Shang Xi Road Xuhui District, Shanghai, China

Murry Zuhe Xiao (2)(3)		-		-			-		-
18^th Fl, YongSheng Building Xhong Shang Xi Road Xuhui District, Shanghai, China

Meilian Li (4)		Common		15,950,000	D		15,950,000		53.01	%
18^th Fl, YongSheng Building Xhong Shang Xi Road Xuhui District, Shanghai, China

Zhaohui Luo (4)		-		-			-		-
18^th Fl, YongSheng Building Xhong Shang Xi Road Xuhui District, Shanghai, China

Eric Xue (3)		-		-			-		-
18^th Fl, YongSheng Building Xhong Shang Xi Road Xuhui District, Shanghai, China

Officers and Directors as a group Five (5) People		Common		18,249,118			18,249,118		60.65	%

Notes:

(1)

(D) stands for direct ownership; (I) stands for indirect ownership

(2)

Officer

(3)

Director

(4)

Mr. Luo was a member of the Board of Directors as of March 31, 2008. On June 11, 2008, Mr. Luo resigned from the Board of Directors. (Please see the Form 8-K filed on June 17, 2008 with the Commission.)

Changes in Control

There are no arrangements, known to the Registrant, including any pledge by any person of securities of the Registrant which may at a subsequent date result in a change in control of the Registrant.

Page 39 of 42

NEVADA		91-1465664
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Large accelerated filer o	Accelerated filer o

Non-accelerated filer	Smaller reporting company ü

PART I
ITEM 1.	Business	5
ITEM 1A.	Risk Factors	12
ITEM 1B.	Unresolved Staff Comments	19
ITEM 2.	Properties	20
ITEM 3.	Legal Proceedings	20
ITEM 4.	Submission of Matters to a Vote of Security Holders	20

PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
ITEM 6.	Selected Financial Data	21
ITEM 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	30
ITEM 8.	Financial Statements and Supplementary Data	F-1
ITEM 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	31
ITEM 9A.	Controls and Procedures	31
ITEM 9B.	Other Information	33

PART III
ITEM 10.	Directors and Executive Officers of the Registrant	34
ITEM 11.	Executive Compensation	36
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	38
ITEM 13.	Certain Relationships and Related Transactions	40
ITEM 14.	Principal Accountant Fees and Services	40

PART IV
ITEM 15	Exhibits, Financial Statement Schedules	40

SIGNATURES		41

	High		Low
Fiscal 2008
First Quarter	$	4.30	$	2.25
Second Quarter	$	4.20	$	2.15
Third Quarter	$	3.80	$	2.00
Fourth Quarter	$	3.20	$	1.91

Fiscal 2007
First Quarter	$	3.25	$	2.10
Second Quarter	$	2.82	$	1.35
Third Quarter	$	2.10	$	1.46
Fourth Quarter	$	3.15	$	1.82

	Year Ended March 31
			In thousands, except share amounts
	2006		2007		2008

Revenue	$	25,527	$	35,236	$	45,681
Cost of sales	$	9,612	$	17,606	$	23,539
Gross profit	$	15,915	$	17,630	$	22,142
Depreciation and amortization	$	167	$	656	$	965
Selling and distribution expenses	$	234	$	292	$	280
General and administrative expenses	$	3,334	$	3,009	$	3,643
Other income	$	23	$	7	$	185
Interest expense	$	1	$	3	$	3
Income before income taxes and minority interest	$	12,369	$	14,333	$	18,401
Income tax expense	$	1,746	$	1,701	$	3,188
Minority interests	$	541	$	429	$	659
Net income attributable to the Shareholders of the Company	$	10,082	$	12,203	$	14,554
Income per Share — basic	$	0.34	$	0.41	$	0.48
Income per Share — diluted	$	0.34	$	0.41	$	0.48

x	ANNUAL REPORT PURSUANT TO SECTION1 3 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2008

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from to

(in thousands of US dollars)	Fiscal Year Ended March 31
	2008		2007		Variance		%
Sales of mobile phone components	$	22,746		15,779	$	6,967		44.2	%
Revenue from design services	$	22,935		19,457	$	3,478		17.9	%
NET REVENUE	$	45,681		35,236	$	10,445		29.6	%

(in thousands of US dollars)	Fiscal Year Ended March 31
	2008		2007		Variance			%

Cost of revenue	$	23,539	$	17,606	$	5,933			33.7
Raw materials	$	20,464	$	14,940	$	5,524			37.0
R&D	$	420	$	92	$	328			356.5
Model making	$	177	$	180	$	(3	)		(1.7	)
Salaries	$	1,133	$	1,012	$	121			12.0
Business tax	$	1,149	$	777	$	372			47.9
Other indirect costs	$	196	$	605	$	(409	)		(67.6	)

	Fiscal Year Ended March 31,
	(in thousands of US dollars)
	2008		2007

Cash and cash equivalents		23,355		67

	Fiscal Year Ended March 31, (in thousands of US dollars)
	2008			2007
Accounts receivable		18,843			19,742
Allowance of doubtful debts		(1,125	)		(425	)
Accounts receivable, net		17,718			19,317

	Fiscal Year Ended March 31
	(in thousands of US dollars)
	2008		2007

Inventories		242		878

Report of Independent Registered Public Accounting Firm		F-2

Consolidated Balance Sheets		F-3

Consolidated Statements of Operations		F-5

Consolidated Statements of Changes in Stockholders’ Equity		F-6

Consolidated Statements of Cash Flows		F-7

Notes to Consolidated Financial Statements		F-8 – F-21

			MARCH 31,
	Note(s)		2008		2007
ASSETS
CURRENT ASSETS
Cash and cash equivalents			$	23,355	$	67
Notes receivables				-		4,014
Accounts receivable, net		3		17,718		19,317
Prepayments, deposits and other receivables, net
Related parties		10		-		17
Third parties				2,074		3,208
Value Added Tax (“VAT”) recoverable				-		21
Inventories		4		242		878

Total current assets				43,389		27,522

PROPERTY, PLANT AND EQUIPMENT, NET		5		4,131		3,951
CONSTRUCTION IN PROGRESS				2,035		1,910
DEPOSIT FOR PROPERTY, PLANT AND EQUIPMENT				-		4,698
LAND USE RIGHTS AND OTHER INTANGIBLE ASSETS		6		10,747		9,519
GOODWILL		6		5,362		4,873

TOTAL ASSETS			$	65,664	$	52,473

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable			$	688	$	2,570
Accruals and other payables
Related parties		10		247		199
Third parties				4,649		7,857
Receipts in advance				2,098		2,675
Income tax payable				1,516		2,182

Total current liabilities				9.198		15,483

LONG-TERM LIABILITIES
Due to shareholders		10		4,177		3,967

Total liabilities				13,375		19,450

MINORITY INTERESTS				2,600		1,303

COMMITMENTS AND CONTINGENCIES		12

STOCKHOLDERS’ EQUITY
Preferred stock, authorized 10,000,000 shares, par value $0.001, issued and outstanding Nil		2(s)		-		-
Common stock, authorized 100,000,000 shares, par value $0.001, issued and outstanding 30,088,174				30		30
Additional paid-in capital				1,462		1,462
Public welfare fund				2,109		1,430
Statutory surplus fund				4,219		2,859
Retained earnings				37,016		23,975
Accumulated other comprehensive income				4,853		1,964

Total stockholders’ equity				49,689		31,720

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	65,664	$	52,473

	Note(s)		YEAR ENDED MARCH 31,
			2008			2007

NET REVENUE			$	45,681		$	35,236

COST OF REVENUE				23,539			17,606

GROSS PROFIT				22,142			17,630

OPERATING EXPENSES
Selling expenses				280			292
General and administrative expenses				3,643			3,009

TOTAL OPERATING EXPENSES				3,923			3,301

INCOME FROM OPERATIONS				18,219			14,329

OTHER INCOME				185			7
INTEREST EXPENSE				(3	)		(3	)

INCOME BEFORE INCOME TAX AND MINORITY INTERESTS				18,401			14,333

INCOME TAX: CURRENT		7		(3,188	)		(1,701	)

INCOME BEFORE MINORITY INTERESTS				15,213			12,632

MINORITY INTERESTS				(659	)		(429	)

NET INCOME				14,554			12,203

OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment				2,889			1,548

COMPREHENSIVE INCOME			$	17,443		$	13,751

WEIGHTED AVERAGE NUMBER OF SHARES (in thousands)				30,088			30,088

EARNINGS PER SHARE (in dollars)		2(q)	$	0.48		$	0.41

	Fiscal Year Ended March 31
	(in thousands of US dollars)
	2008			2007

Raw materials		583			860
Work in progress		29			503
Finished goods		-			191
Total		612			1,554
Less: allowance for losses		(370	)		(676	)
Inventories, net		242			878

	Fiscal Year Ended March 31
	(in thousands of US dollars)
	2008		2007
Cost
Building		768		-
Machinery		4,804		4,364
Office equipment		459		404
Motor vehicles		87		104
Total		6,118		4,872

Accumulated depreciation
Building		43		-
Machinery		1,571		643
Office equipment		333		238
Motor vehicles		40		40
Total		1,987		921

Carrying value
Building		725
Machinery		3,233		3,721
Office equipment		126		166
Motor vehicles		47		64
Total		4,131		3,951

	FOR THE YEAR ENDED MARCH 31,
	2008			2007

CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	14,554		$	12,203
Adjustments to reconcile net income to net cash generated from operating activities:
Depreciation		929			642
Amortization		36			14
Allowances for doubtful receivables		700			62
(Reversal of allowance)/allowance for inventories		(306	)		244
Minority interests		659			429
(Gain)/ Loss on disposal of property, plant and equipment		(5	)		5
Changes in operating assets and liabilities:
Decrease/(Increase) in accounts receivable		2,316			(4,210	)
Decrease in notes receivable		4,156			3,949
Decrease/(Increase) in prepayments, deposits and other receivables		1,184			(1,004	)
Increase/(decrease) in VAT recoverable		21			(1	)
Decrease in inventories		988			909
Decrease in accounts payable		(1,035	)		(7	)
(Decrease)/ Increase in accruals and other payables		(4,686	)		1,161
(Decrease)/ Increase in receipts in advance		(690	)		1,152
(Decrease)/Increase in income tax payable		(833	)		171

Net cash provided by operating activities		17,988			15,719

CASH FLOWS FROM INVESTING ACTIVITES
Cash outflow from acquisition of subsidiary (Note 11)		-			(12,565	)
Acquisition of property, plant and equipment		(675	)		(4,096	)
Proceeds received from disposal of property, plant and equipment		13			14
Deposit received/(paid) for property, plant and equipment		4,864			(4,698	)
Acquisition of intangible assets		(97	)		(3	)

Net cash provided by/(used in) investing activities		4,105			(21,348	)

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in minority interests		638			351
Increase in amounts due to shareholders		258			602

Net cash provided by financing activities		896			953

Buildings	20 years
Machinery	5 years
Office equipment	5 years
Motor vehicles	5 years

	COMMON STOCK				ADDITIONAL PAID-IN CAPITAL		PUBLIC WELFARE FUND		STATUTORY SURPLUS FUND		RETAINED EARNINGS			ACCUMULATED OTHER COMPREHENSIVE INCOME		TOTAL STOCKHOLDERS’ EQUITY
	No. of shares

Balance, April 1, 2006		30,088,174	$	30	$	1,462	$	809	$	1,617	$	13,503		$	416	$	17,837
Net income		-		-		-		-		-		12,203			-		12,203
Transfer		-		-		-		577		1,154		(1,731	)		-		-
Foreign currency translation adjustment		-		-		-		44		88		-			1,548		1,680

Balance, March 31, 2007		30,088,174		30		1,462		1,430		2,859		23,975			1,964		31,720
Net income		-		-		-		-		-		14,554			-		14,554
Transfer		-		-		-		504		1,009		(1,513	)		-		-
Foreign currency translation adjustment		-		-		-		175		351		-			2,889		3,415
Balance, March 31, 2008		30,088,174	$	30	$	1,462	$	2,109	$	4,219	$	37,016		$	4,853	$	49,689

	Goodwill
	US$’000

Balance, March 31, 2007		4,873

Foreign currency translation		489

Balance, March 31, 2008		5,362

	Land use rights		Software			Patent			Total
	US$’000		US$’000			US$’000			US$’000

Cost:
Balance, March 31, 2007		9,488		68			3			9,559
Additions		-		97			-			97
Foreign currency translation		1,159		13			1			1,173

Balance, March 31, 2008		10,647		178			4			10,829

Less: Accumulated amortisation
Balance, March 31, 2007		-		(39	)		(1	)		(40	)
Amortisation expenses		-		(35	)		(1	)		(36	)
Foreign currency translation		-		(6	)		-			(6	)

Balance, March 31, 2008		-		(80	)		(2	)		(82	)

Net balance, March 31, 2008		10,647		98			2			10,747

	March 31, 2007
Acquisition of subsidiary	US$’000
Net assets acquired:-
Property, plant and equipment		24
Construction in progress		1,910
Land use rights		9,488
Cash and bank balances		33
Other receivables		1,645
Other payables		(3,986	)
Net assets acquired		9,114
Goodwill on consolidation		4,873
Consideration		13,987

	US$’000
Satisfied by:
Cash		12,598
Other payable		1,389
Total consideration		13,987

	US$’000
Cash and bank balances acquired		33
Less: cash consideration paid		(12,598	)
Net cash outflow		(12,565	)

Service		2008		2007
Audit Fees	$	154,000	$	136,000

Audit Related Fees

Tax Fees

All Other Fees

TOTAL	$	154,000	$	136,000

	T-BAY HOLDINGS, INC.

	/s/ Jie Shi
Dated: July 15, 2008	Jie Shi, Chief Executive Officer (Principal executive officer)

	/s/ Murry Zuhe Xiao
	Murry Zuhe Xiao, Chief Financial Officer (Principal financial officer)
Dated: July 15, 2008

Signature	Title	Date

/s/ Jie Shi	Chief Executive Officer
Jie Shi	(Chief principal officer) and Director	July 15, 2008

/s/ Murry ZuheXiao
Murry Zuhe Xiao	Chief Financial Officer (Chief financial officer)	July 15, 2008

/s/ Xiaofeng Li
Xiaofeng Li	Director	July 15, 2008

/s/ Jiangcheng Fang
Jiangcheng Fang	Director	July 15, 2008

/s/ Chao Jiang
Chao Jiang	Director	July 15, 2008

/s/ Chengning Zhang
Chengning Zhang	Director	July 15, 2008

Date: July 15, 2008	/s/ Jie Shi
	Jie Shi, Chief Executive Officer

Date: July 15_, 2008	/s/ Murry Zuhe Xiao
	Murry Zuhe Xiao, Chief Financial Officer