10-K 1 f10k2009_newenergy.htm ANNUAL REPORT f10k2009_newenergy.htm


UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)
x
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2009
 
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ___________ to ___________
 
Commission File No. 000-49715
 
  NEW ENERGY SYSTEMS GROUP  
  (Name of small business issuer in its charter)  
 
Nevada
 
91-2132336
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer Identification No.)
     
116 West 23rd St., 5th FL
New York, NY
 
10011
(Address of principal executive offices)
 
(Zip Code)
 
(917) 573-0302
 (Registrant’s telephone number, including area code)
 
Securities registered under Section 12(b) of the Exchange Act:
 
Title of each class registered:
 
Name of each exchange on which registered:
None
 
None
 
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.0001
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes o    No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o  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 filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding twelve months (or for such shorter time that the registrant was required to submit and post such files).    Yes x    No  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference Part III of this Form 10-K or any amendment to this Form 10-K. o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
o
 
Accelerated filer
o
         
Non-accelerated filer
(Do not check if a smaller reporting company)
o
 
Smaller reporting company
x

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

The aggregate market value of the registrant’s voting and non voting common equity held by non-affiliates as of June 30, 2009 based upon the closing price reported for such date on the OTC Bulletin Board was $7,624,486 as adjusted for Company's 10:1 reverse split of its common stock.

As of April 13, 2010, the registrant had 11,863,390 shares of its common stock outstanding.

Documents Incorporated by Reference: None.


 
 

 
 
TABLE OF CONTENTS

         
  
PART I
     
         
ITEM 1.
Business
    3  
ITEM1A.
Risk Factors
    8  
ITEM 1B.
Unresolved Staff Comments.
       
ITEM 2.
Properties
    9  
ITEM 3.
Legal Proceedings
    9  
ITEM 4.
(Removed and Reserved)
    9  
           
 
PART II
       
           
ITEM 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    9  
ITEM 6.
Selected Financial Data
    10  
ITEM 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
    10  
ITEM7A.
Quantitative and Qualitative Disclosures About Market Risk
    15  
ITEM 8.
Financial Statements and Supplementary Data
    15  
ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    16  
ITEM 9A(T)
Controls and Procedures
    16  
ITEM 9B.
Other Information
       
           
 
PART III
       
           
ITEM 10.
Directors, Executive Officers and Corporate Governance
    16  
ITEM 11.
Executive Compensation
    18  
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    18  
ITEM 13.
Certain Relationships and Related Transactions, and Director Independence
    18  
ITEM 14.
Principal Accounting Fees and Services
    19  
           
 
PART IV
       
           
ITEM 15.
Exhibits, Financial Statement Schedules
    19  
         
SIGNATURES
    21  
 
 
 

 
 
PART I

ITEM 1.  BUSINESS

Business Development 

Overview
 
We were incorporated in Nevada on March 27, 2001 under the name Jasmine's Garden. We operate our business through our wholly-owned subsidiaries, Billion Electronic Co., Ltd., a company organized under the laws of the British Virgin Islands on July 27, 2004 (“Billion”), Galaxy View International Ltd., a company organized under the laws of the British Virgin Islands on August 22, 2005 (“Galaxy View”), and Anytone International (H.K.) Co., Ltd. (“Anytone International”), a company organized under the laws of the People’s Republic of China (“PRC”) in 2000.

On November 15, 2004, we acquired Billion and its wholly-owned operating subsidiary, Shenzhen E'Jenie Technology Development Co., Ltd, a company incorporated under the laws of the Peoples Republic of China on July 8, 2002 (“E’Jenie”). Through E'Jenie, we manufacture and distribute lithium battery shells and related products primarily in China. Based upon specifications from its customers E'Jenie develops, customizes and produces steel, aluminum battery shells and aluminum caps. Currently, E'Jenie produces fourteen steel battery shell lines, nine aluminum battery shell lines, three aluminum battery cap lines and three steel battery cap lines.

On June 29, 2006, we acquired Galaxy View and its wholly-owned operating subsidiary Sono Digital Electronic Technologies Co., Ltd., a company incorporated under the laws of the Peoples Republic of China on May 29, 2001 (“Sono”).

On December 7, 2009 we acquired Anytone International (H.K.) Co., Ltd. (“Anytone International”) and its wholly owned operating subsidiary Shenzhen Anytone Technology Co., Ltd. (“Shenzhen Anytone”), a company incorporated under the laws of the Peoples Republic of China in 2005.  Shenzhen Anytone is the Chinese operating subsidiary of Anytone International, collectively referred to as “Anytone”. Anytone engages in research, manufacture and sell of mobile backup power systems for mobile phones, laptops, solar, MP4, PMPs, PDAs, DC and digital applications.

History

Until December 2, 2003, we operated a nationwide wholesale and retail business selling greeting cards, note cards and gift tags made from a design process involving photography and computer graphics. On December 2, 2003, Cheering Limited, an investment holding company organized under the laws of the British Virgin Islands ("Cheering"), acquired 5,700,000 shares of our common stock, par value $0.001, which constituted approximately 95% of the then issued and outstanding shares of our common stock from Jack and Jasmine Gregory, our former officers and directors, for cash consideration of $221,221 (the "Cheering Transaction").

In connection with the Cheering Transaction, our Board of Directors appointed Zu Zhuan Xu to serve as our President, elected four designees of Cheering to serve as directors, and Jack and Jasmine Gregory resigned from their positions as officers and directors of the Company. On February 18, 2004, Zu Zhuan Xu resigned as President and Yi Bo Sun was appointed as President and Chief Executive Officer and Xu Bao Dong was appointed to serve on our Board of Directors. On February 19, 2004, another director resigned from our Board of Directors and Mr. Sun was appointed to replace him. On January 19, 2006, Mr. Sun resigned as our President and Chief Executive Office and from our Board of Directors. Changchun Zheng was elected as Chairman of the Board and Chief Executive Officer. On February 23, 2006, Yu Xi Sun was appointed as President and as a Director. On April 4, 2006 Chang Chun Zheng resigned as Chairman and Chief Executive Officer and Yu Xi Sun, the Company’s current President, was appointed to serve as interim Chairman and Chief Executive Officer. On May 30, 2006 Ran Liang was appointed as Chief Executive Officer. On July 10, 2006, Hong Liang resigned as Chief Operating Officer and as a Director of the Company and Yao Miao resigned as Chief Financial Officer. Su Yi Zheng was appointed as Chief Operating Officer and as a Director and Sarah Shao was appointed as Chief Financial Officer, both effective as of July 10, 2006. Zu Zhuang Xu, Dr. Yong Yang, Alfred L. Simon were removed from CHID’s Board of Directors on September 12, 2006. On January 4, 2007, Ran Liang resigned as Chief Executive Officer and as a member of the Board of Directors, and Xu Zhongnan was appointed as Chief Executive Officer and Chairman of the Board of Directors. On January 5, 2007, Sara Shao resigned as Chief Financial Officer, and Wu Jiangcheng was appointed as Chief Financial Officer. Su Yi Zheng resigned as Chief Operating Officer and member of the Board of Directors.
 
 
3

 
 
On March 17, 2004, we sold 30,000,000 shares of common stock at a per share purchase price of $0.05 to seven unaffiliated individuals in a private placement, which yielded aggregate gross proceeds of $1,500,000 (the "Private Placement"). As a condition to the closing of the Private Placement, each of the investors executed an irrevocable proxy granting Mr. Sun, our former President and Chief Executive Officer, the right to vote all shares of the common stock purchased in the Private Placement. The irrevocable proxies expired on May 1, 2004, however, the investors and Mr. Sun extended the irrevocable proxies to May 2006. Mr. Sun as the Chairman and Chief Executive Officer of Cheering is the beneficial owner of the 5,700,000 shares of common stock, which represents approximately 7.8%, of the issued and outstanding shares of our common stock and prior to the expiration of the irrevocable proxies, Mr. Sun will have the power to vote or direct the voting of 30,000,000 shares issued in the Private Placement. As a result, until the irrevocable proxies expire on May 1, 2006, Mr. Sun will control approximately 48.9% of our issued and outstanding common stock.

On April 28, 2004, we filed a certificate of amendment to our articles of incorporation with the Nevada Secretary of State to increase our authorized common stock to 140,000,000 shares and to authorize 60,000,0000 shares, par value $0.001, of blank check preferred stock.
 
On September 3, 2004, we filed a certificate of amendment to our articles of incorporation with the Nevada Secretary of State to change our name from "Jasmine's Garden" to "China Digital Communication Group."

Effective May 5, 2009, Mr. Zhongnan Xu resigned as our Chief Executive Officer and Chairman of the Board of Directors, and on the same day Mr. Fushun Li was appointed as our Chief Executive Officer and a Director.

Effective August 3, 2009, Jiangcheng Wu resigned as our Chief Financial Officer and Principal Accounting Officer and on the same day Junfeng Chen was named our Chief Financial Officer.

On July 13, 2009, we effected a 10-to-1 reverse split of our common stock.

Effective November 18, 2009 we changed our name from China Digital Communication Group to New Energy Systems Group.

On December 9, 2009 Weihe Yu was appointed to serve as Chairman of the Board of Directors of the Company. 
 
 
4

 
 
Acquisition of Billion

On November 15, 2004, pursuant to a Share Exchange Agreement (the "Billion Exchange Agreement") dated as of September 17, 2004, by and among the Company, Billion, the shareholders of Billion (the "Billion Shareholders") and E'Jenie, we acquired from the Billion Shareholders (the "Billion Acquisition") all of the issued and outstanding equity interests of Billion (the "Billion Shares"). Billion is a holding company and the sole shareholder of E'Jenie. Billion has no other assets other than the shares of E'Jenie. As consideration for the Billion Shares, we paid to the Billion Shareholders an aggregate of $1,500,000 in cash and issued to them 4,566,210 shares of our common stock. The consideration for the Billion Acquisition was determined through arms length negotiations between us and Billion. As a result of the Billion Acquisition we are the sole shareholder of Billion through which we own all of the issued and outstanding equity interests of E'Jenie.

In connection with the Billion Acquisition we entered into a Guarantee Agreement, dated October 9, 2004, as amended October 11, 2004 (the "Guarantee"), with Shiji Ruichen Guaranty and Investment Co. Ltd., a company incorporated under the laws of the Peoples Republic of China ("Shiji"). Pursuant to the terms of the Guarantee, Shiji agreed to guarantee our performance and the performance of the Billion Shareholders under the Billion Exchange Agreement. As consideration for Shiji's guaranty, we issued to Shiji 1,919,016 shares of our common stock. As security for our obligations under the Guarantee, one of our principal shareholders deposited 5,000,000 of their shares of our common stock into escrow.

Acquisition of Galaxy View
 
On June 29, 2006, pursuant to the terms of a Share Exchange Agreement (the "Galaxy View Exchange Agreement") dated as of March 22, 2006, by and among the Company, Galaxy View, the shareholders of Galaxy View (the " Galaxy View Shareholders") and Sono, we acquired from the Galaxy View Shareholders (the "Galaxy View Acquisition") all of the issued and outstanding equity interests of Galaxy View (the "Galaxy View Shares"). As consideration for the Galaxy View Shares, we paid to the Galaxy View Shareholders an aggregate of $3,000,000 in cash and issued to them 7,575,757 shares of our preferred stock. The consideration for the Acquisition was determined through arms length negotiations between us and Galaxy View.

During the first quarter of 2007, Sono lost two of their largest customers and users of their products, the fact that the telecom industry in China was a monopoly; there was no longer a market for our products.

On April 24, 2007, the Company entered into an Agreement on Transfer of Shares of Galaxy View with Liu Changqing and Wang Feng (collectively, the Purchasers”) for the sale of our wholly-owned subsidiary Galaxy View (the “Agreement”). Changqing purchased a 60% interest and Feng will purchase a 40% interest in Galaxy View. In exchange for all of the outstanding shares of Galaxy View, the Purchasers agreed to pay $3,000,000 USD as consideration for the acquisition. We entered into promissory notes with the Purchasers for payment of their share of the $3,000,000 which is due within 90 days of April 24, 2007. If payment is not made within 90 days, the promissory notes will accrue interest at 18% per annum from the closing date. As of December 31, 2007, the amount has been paid in full.
 
Acquisition of Anytone

On December 7, 2007, we closed the transactions contemplated by the share exchange agreement (the “Share Exchange Agreement”) dated November 19, 2009 with Anytone International and Anytone.  Pursuant to the Share Exchange Agreement, we acquired Anytone International and thereby indirectly acquired Anytone International’s Chinese operating subsidiary Anytone.  Pursuant to the Share Exchange Agreement, we issued to the shareholders of Anytone International, proportionally among the Anytone International Shareholders in accordance with their respective ownership interests in Anytone International immediately before the closing of the Share Exchange, an aggregate of 3,593,939 shares of our Common Stock with standard restrictive legend, and cash consideration of US $10,000,000. As of December 31, 2009, $5,000,000 has been paid. The parties have agreed that the remaining $5,000,000 will be paid on or before June 30, 2010 with no interest.
 
 
5

 
 
NewPower Transaction

On December 11, 2009, we entered into a share exchange agreement (the “Share Exchange Agreement”) with Shenzhen NewPower Technology Co., Ltd. (“NewPower”), whereby Newpower would merge with and into E’Jenie.  Pursuant to the Share Exchange Agreement, in exchange for all of the capital stock of Newpower, we agreed to issue to the shareholders of Newpower an aggregate of 1,823,346 shares of our Common Stock with standard restrictive legend, and pay cash consideration of US $3,000,000.  This transaction was not closed until January 12, 2010.

Our Business

LITHIUM BATTERIES

Industry

The lithium battery was created in the 1990s, with its first mass production in 1993 in Japan. Lithium batteries were first used in notebook computers and now are used in cellular phones, video machines, laptops, digital cameras, MP3 players, global positioning satellite systems, 3G communication devices, hybrid cars and an array of other electronic products.

Batteries are becoming smaller, lighter, more efficient, longer lasting and free of pollution. The lithium battery's energy/weight ratio exceeds that of its counterparts and with an excellent safety standard we believe that it is the future of the battery industry. China has become one of the largest producer and consumer of lithium ion batteries. According to China Chemistry and Physics Electronic Industry Association, there were over $4.0 billion of lithium ion batteries sold in China in 2005. We anticipate that there will be even greater demand for lithium batteries in China and worldwide in the next few years. We believe that the current trend towards smaller, lighter portable consumer products will continue to grow and because of its size, the demand for the lithium battery will increase. By way of example, a mobile-phone battery has a typical usage life of 300 to 500 recharges, which translates to a ratio of 1.8 batteries in service life of each phone, according to official Chinese statistics. However, our internal data reveals that battery replacement demand is faster than this when consumers turn in their phones for new models before the normal life of the battery is over. A short product life, combined with a short product innovation cycle, result in rapid product turnover – and plenty of business for battery suppliers.
 
Currently, China has more than 600 million mobile phone subscribers, making it the country with the largest mobile market in the world. The mobile phone market in China is expected to maintain its growth and current estimates project that handset shipments will grow to 259.4 million units and 278.2 million units in 2010 and 2011, respectively.
 
China's mobile phone market is likely to grow 7.7% in 2009 despite the downward trend in the global market, with mobile handset shipments rising to 239.1 million units, according to a recent report by market research firm iSuppli. Partly boosted by the Chinese government's initiative to provide subsidies to rural residents for home electronics purchases, the world's largest mobile phone market is expected to see its new subscribers exceed 90 million by the end of 2009, and Chinese mobile phone makers are expected to ship over 360 million units to both domestic and overseas markets, representing a year-over-year increase of 20%. 

Business Strategy

We seek to maintain and strengthen our position as a provider of battery shells and caps and battery applications while increasing the breadth of our product line, improving the quality of our products, integrating industrial chain and reducing production cost. In order to achieve our objective, we plan to pursue the key strategies described below.
 
 
6

 
 
 
Successfully integrate recent acquisitions.
 
 
Improve sales and profitability of all companies.

 
Increasing our international presence and expend international focus.

 
Achieving deeper penetration of our existing customer base through continued innovation and high quality production and maximize cross-selling opportunities and synergies of recent acquisitions.
 
 
Expending our product offerings and in particular, focusing on the end-user consumer market.
 
 
Targeting higher margin OEM customers and retail partners, through private label offerings.
 

Products

E’Jenie

Our wholly-owned subsidiary, E'Jenie, is an assembler and distributor of finished lithium ion batteries and a producer of the following lithium ion battery shells and caps.

Low-Carbon Steel Stretch Series. This square shape shell series stretches the low-carbon steel plate section by section. We use superficial galvanization to custom make sizes for different customers. The characteristics of this series are that it is clean and artistic; it has smooth cuttings, and is explosion proof, wear resistant and anti-corrosive. This series is suitable for square shaped nickel hydrogen batteries, lithium ion batteries and power batteries.

F6, F8 Nickel Hydrogen and Lithium Ion Duel Functions Series. This series stretches the low-carbon steel plate section by section and uses oil pressure to make the final form. The characteristic of this series is a smooth surface. This series is suitable for nickel Hydrogen and Lithium Ion Duel Functions Rechargeable Battery Cells.

Square Share Stainless Steel Series. This series uses a unique processing craft to stretch stainless steel to make the square steel. The characteristics of this series are that it is anticorrosive and it does not rust. This series is suitable for the square shaped Nickel Hydrogen and Lithium Ion Battery and related components.

Aluminum Square Shell Series. This series is developed by us by continuously extruding to form the final shell shapes. The characteristic of this series is that it is explosion proof.

Japanese Explosion-Proof Cap Series. Included in this series is the Japanese Steel Plate Patent Product Series and the Stainless Steel Explosion-Proof Cap Series. The characteristics of the Japanese Steel Plate Patent Series are as follows:

 
Low Pressure. It can be used under low pressure condition. The pressure is affected by the thickness of the aluminum sheet and the diameter of holes within the caps.

 
Strong Resistance. The aluminum material will not become stiff or rigid and therefore the product will not crack if it is hit.
  
 
Expanding the Gas Releasing Volume. When the safety value is on the gas will be released.

The Japanese Steel Plate Patent Product Series is suitable for all of lithium ion batteries.
 
 
7

 
 
The Stainless Steel Explosion-Proof Cap Series was developed by us and for which we own a patent. This series is suitable for lithium ion batteries used in mobile phones, calculators, MP3 players, digital camera, recorders and other electronic devices.

Distribution Methods of the Products and Services

E’Jenie has maintained long-term relationships with its principal customers which are large lithium battery manufacturers. We believe that we continually receive orders from our loyal customers because of E’Jenie’s reputation and quality of the products. Our professional marketing team maintains relationships with our current customers and at the same time searches for other potential new customers.

Anytone
Anytone is a high-new technology company that combines the function of R&D, manufacturing and distribution, specializing is an entity that specializes in the innovation and application in the profound level of lithium ion battery. Anytone Technology is the initial technology company that commits itself to the R&D, manufacturing and distribution of portable power products. The company has introduced its own innovated portable power products for laptops, digital cameras, digital video recorders, MP4 player, PMP, PDA, PSP and smart cell phones, which resolves the problem of low capability and un-changeability of the batteries for portable products such as IT, digital products.

Anytone's products combine the best of good appearance and the perfect technology and acquired 28 patents and patent application rights in total, of which five patents for the appearance of products, two patents for the innovative utility model, 16 patent application rights for the appearance of products, and five patent application rights for the innovative utility model from the "State Intellectual Property Office of PRC".

Competition

The worldwide market for lithium battery shells and caps is highly competitive. We face competition from manufacturers not only within China but also from other parts of the world, particularly Japan, Taiwan, Malaysia, Indonesia, and Korea. We compete with these companies by striving to provide a higher quality product at a lower cost. Our primary competitors are Shenzhen Luhua Co., Ltd., Shenzhen TongLi Electronic Co. and Ningbo Pulaite Electronics Co., Ltd. We believe that by doing business in China we enjoy competitive advantages over similar companies based elsewhere, such as abundant labor resources and low cost raw materials.

Manufacturing and Raw Materials

We purchase various components and raw materials for use in our manufacturing processes. The principal raw materials we purchase are aluminum and steel. The price of steel has increased significantly in the past year, and we believe that it will continue to increase. The increases have had an adverse impact on gross margins, since some of the increases cannot be passed on to our customers.

Our three largest suppliers are Shenzhen Da Ke Battery Co., Ltd., Shenzhen Tian Lu Battery Co., Ltd., and Shenzhen Di Kai Te Battery Electronic Tech. Co., Ltd. which in the aggregate account approximately 76% of all components and raw materials purchased. Normally, the annual purchase plan for raw material, such as aluminum and steel, is determined at the beginning of the calendar year according to past customer's orders and our own sales forecast. Such purchase plans with key suppliers can be revised quarterly. Our actual requirements are based on weekly production plans. We believe that this arrangement protects us from inventory surplus when the orders from customers change. Compared to 2008, our five largest venders remained the same. Our five largest venders are listed as following:
 
 
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Vendors names
 
Percentage of
Total
purchased
amount in
2009
 
Shenzhen Da Ke Battery Co., Ltd.
   
27.7
%
Shenzhen Tian Lu Battery Co., Ltd.
   
26.6
%
Shenzhen Di Kai Te Battery Electronic Tech. Co., Ltd.
   
21.8
%
Shenzhen Yibao Tech. Co., Ltd.
   
9.6
%
Shenzhen Huayi Aluminum Co., Ltd.
   
7.8
%
 
For raw materials other than steel and aluminum, we normally maintain from one week up to one month of inventory at our warehouse. All components and raw materials are available from numerous sources. We have not experienced any significant shortages of manufactured components or raw materials and normally do not carry inventories of these items in excess of what is reasonably required to meet our production and shipping schedules.
 
Dependence on One or a Few Customers

In 2008, our five largest customers represented approximately 74.8% of our total sales. The following table sets forth information regarding our five largest customers. In 2009, due to higher sales price of our new developed battery business and we also just have one customer, one of our major customer concluded 81.8% of our sales.
 
MAJOR CUSTOMERS
 
Customer Name
 
Percentage of Total Revenue for 2008
 
Shenzhen Hua Yin Tong Battery Electronic Tech. Co., Ltd.
   
74.8
%
Shenzhen Huanyuda battery Electronic Tech. Co., Ltd.
   
3.7
%
Shenzhen Bak Battery Co., Ltd
   
3.5
%
Shenzhen Hui Yang Da Electronic Co., Ltd.
   
2.7
%
Shenzhen Yin Si Qi Electronic Co., Ltd.
   
1.9
%
Shenzhen Ping Bu Tech. Co., Ltd.
   
1.9
%

Customer Name
 
Percentage of Total Revenue for 2009
 
Shenzhen Hua Yin Tong Battery Electronic Tech. Co., Ltd.
   
55.9
%
China Electronics Shenzhen Company
   
15.4
%
Shenzhen Huanyuda battery Electronic Tech. Co., Ltd.
   
3.9
%
Shenzhen Hui Yang Da Electronic Co., Ltd.
   
3.5
Shenzhen Bak Battery Co., Ltd.
   
3.1
%
 
 
9

 
 
Although we do not have formal contracts with our customers, we have established long-term relationships. Our customers place orders on a monthly basis and sales are processed with purchase orders. Compared to the sales in 2008, the total sales to Shenzhen Hua Yin Tong Battery Electronic Tech. Co., Ltd. decreased in 2009.  The decrease in sales percentage to Shenzhen Hua Yin Tong’s in 2009 was due to decreased sales by Shenzhen Hua Yin Tong Battery Electronic Tech. Co., Ltd., as well as sales to a new customer in 2009 (China Electronic Shenzhen Company’s) which increased our total sales and also made Shenzhen Hua Yin Tong’s sales percentage lower in 2009 than 2008. However, we believe that our relationship with Shenzhen Hua Yin Tong is good and do not anticipate a material change in their current volume of business.
 
Sales and Marketing

We focus our sales and marketing initiatives on becoming the leading manufacturer of caps and shells for lithium ion batteries. We promote our brand in order to build revenues, gain worldwide market share and promote consumer awareness and acceptance. Our in-house sales and marketing team contact local battery manufacturers to solicit interest in our products. If the manufacturer expresses an interest in our product offering, we ship them samples and if our products suit their needs orders are placed and filled. As of December 31, 2009, we had 42 sales and marketing personnel in total who all were located in China, of which seven people are from E’Jenie and 35 people are from Anytone.

Intellectual Property

We protect our proprietary technology through various methods such as patents and patent applications, trademarks, non-disclosure agreements and trade secrets. We have filed and obtained a number of patents in China. As of December 31, 2009 we have been issued three patents by the China National Intelligent Assets Bureau. The expiration of these patents range from May 8, 2005 to May 8, 2015. Anytone has seven patents, of which five patents are for the appearance of the products and two patents are for the innovative utility model; and 21 patent application rights, of which 16 patent application rights are for the appearance of products and five patent application rights are for the innovative utility model. Each of these patent’s lifetime is 10 years.
 
We intend to continue to pursue the legal protection of our technology through intellectual property laws. However, we cannot be certain that the steps we have taken to protect our intellectual property rights will be adequate or that third parties will not infringe or misappropriate our propriety rights.
 
Governmental Approval and Regulations; Environmental Consideration
 
All factories in China must adhere to standards set forth by the Environmental Department and each factory must receive special permission from the Environmental Department to operate. We have officially received permission from the Environmental Department. Except as noted above, we are neither subject to any governmental regulations nor do we need governmental approvals to conduct our business.
 
Doing Business in China

The Chinese Legal System

The practical effect of the People's Republic of China legal system on our business operations in China can be viewed from two separate but intertwined considerations. First, as a matter of substantive law, the Foreign Invested Enterprise laws provide significant protection from government interference. In addition, these laws guarantee the full enjoyment of the benefits of corporate Articles and contracts to Foreign Invested Enterprise participants. These laws, however, do impose standards concerning corporate formation and governance, which are not qualitatively different from the general corporation laws of the several states. Similarly, the People's Republic of China accounting laws mandate accounting practices, which are not consistent with U.S. Generally Accepted Accounting Principles. China's accounting laws require that an annual "statutory audit" be performed in accordance with People's Republic of China accounting standards and that the books of account of Foreign Invested Enterprises are maintained in accordance with Chinese accounting laws. Article 14 of the People's Republic of China Wholly Foreign-Owned Enterprise Law requires a Wholly Foreign-Owned Enterprise to submit certain periodic fiscal reports and statements to designate financial and tax authorities, at the risk of business license revocation.
 
 
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Second, while the enforcement of substantive rights may appear less clear than United States procedures, the Foreign Invested Enterprises and Wholly Foreign- Owned Enterprises are Chinese registered companies, which enjoy the same status as other Chinese registered companies in business-to-business dispute resolution. Generally, the Articles of Association provide that all business disputes pertaining to Foreign Invested Enterprises are to be resolved by the Arbitration Institute of the Stockholm Chamber of Commerce in Stockholm, Sweden applying Chinese substantive law. Any award rendered by this arbitration tribunal is, by the express terms of the respective Articles of Association, enforceable in accordance with the "United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958)." Therefore, as a practical matter, although no assurances can be given, the Chinese legal infrastructure, while different in operation from its United States counterpart, should not present any significant impediment to the operation of Foreign Invested Enterprises such as E'Jenie and Anytone.

Although the Chinese government owns the majority of productive assets in China, in the past several years the government has implemented economic reform measures that emphasize decentralization and encourage private economic activity. Because these economic reform measures may be inconsistent or ineffectual, there are no assurances that:

 
We will be able to capitalize on economic reforms.
 
 
The Chinese government will continue its pursuit of economic reform policies.

 
The economic policies, even if pursued, will be successful.

 
Economic policies will not be significantly altered from time to time.
  
 
Business operations in China will not become subject to the risk of nationalization.

Since 1979, the Chinese government has reformed its economic systems. Because many reforms are unprecedented or experimental, they are expected to be refined and improved. Other political, economic and social factors, such as political changes, changes in the rates of economic growth, unemployment or inflation, or in the disparities in per capita wealth between regions within China, could lead to further readjustment of the reform measures. This refining and readjustment process may negatively affect our operations.

Over the last few years, China's economy has registered a high growth rate. Recently, there have been indications that rates of inflation have increased. In response, the Chinese government recently has taken measures to curb this excessively expansive economy. These measures have included devaluations of the Chinese currency, the renminbi, restrictions on the availability of domestic credit, reducing the purchasing capability of certain of its customers, and limited re-centralization of the approval process for purchases of some foreign products. These austerity measures alone may not succeed in slowing down the economy's excessive expansion or control inflation, and may result in severe dislocations in the Chinese economy. The Chinese government may adopt additional measures to further combat inflation, including the establishment of freezes or restraints on certain projects or markets.
 
 
11

 
 
To date reforms to China's economic system have not adversely impacted our operations and are not expected to adversely impact operations in the foreseeable future; however, there can be no assurance that the reforms to China's economic system will continue or that we will not be adversely affected by changes in China's political, economic, and social conditions and by changes in policies of the Chinese government, such as changes in laws and regulations, measures which may be introduced to control inflation, changes in the rate or method of taxation, imposition of additional restrictions on currency conversion and remittance abroad, and reduction in tariff protection and other import restrictions. 
 
 Employees

As of December 31, 2009, we had four employees, three of which are executive officers and one administrative personnel. E'Jenie had seven divisions with 346 employees in total, 36 of which are supervisors; 243 of which are on the batter shell and covers’ production lines; 60 of which are on the battery’s production lines and seven of which are in sales department. Anytone had four divisions with 100 employees in total, five of which are supervisors; 60 of which are on the production lines and 35 of which are in sales department. We consider our relationships with our employees to be good. Chinese labor laws require us to provide to all of our employees certain benefits and insurance.
 
ITEM 1A.  RISK FACTORS
 
Not applicable because we are a smaller reporting company.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

Not applicable because we are a smaller reporting company.
 
ITEM 2.     PROPERTIES

Our manufacturing headquarters and office is located at A-3 Xinglian Industrial Zone, He Hua Ling Pingxin Road, Xin Nan, Ping Hua Town, Longgang, Shenzhen, China 518111. This facility is 6,708 square meters of which 15% or 1,000 square meters is used for offices, 4,500 square meters are used for the manufacturing line and storage and the remaining 1,208 square meters are used for employee dormitories. Anytone’s facility is leased and located at 5F, 51 Building, No.5, Qiongyu Rd., High-tech industrial park, Nanshan District, Shenzhen, China. The lease terms are five years which started from January 1, 2009 to December 30, 2013. The facility is 2,600 square meters, of which 1,300 square meters are used for R&D and producing samples and the rest are used for offices. Our U.S. office located at 116 West 23rd Street, 5th FL, New York, NY 10011.

We believe the facilities we occupy are adequate for the purposes for which they are currently used and are well maintained.
 
ITEM 3.     LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

ITEM 4.     (REMOVED AND RESERVED)

 
12

 

PART II

ITEM 5.    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    
Market Information

Effective November 18, 2009 we obtained approval from FINRA to change our name to New Energy Systems Group and as of this date our new trading symbol for our Common Stock on the OTC Bulletin Board (“OTCBB”) was “NEWN.” Prior to that date, our Common Stock was quoted on the OTCBB under the symbol “CMTP”. The following table sets forth the range of high and low bid quotations for each quarter within the last fiscal year. These quotations as reported by the OTCBB reflect inter-dealer prices without retail mark-up, mark-down, or commissions and may not necessarily represent actual transactions. On July 13, 2009, we effected a 10-to-1 reverse split of our common stock, which is reflected in the table below.

2008
     
High
       
Low
 
First Quarter
 
$
0.12
   
$
0.05
 
Second Quarter
 
$
0.06
   
$
0.04
 
Third Quarter
 
$
0.11
   
$
0.02
 
Fourth Quarter
 
$
0.09
   
$
0.03
 
 
2009
   
High
     
Low
 
First Quarter
 
$
0.05
   
$
0.02
 
Second Quarter
 
$
0.24
   
$
0.03
 
Third Quarter
 
$
7.50
   
$
0.13
 
Fourth Quarter
 
$
10.00
   
$
5.40
 
 
The source of these high and low prices was the OTC Bulletin Board. These quotations reflect inter-dealer prices, without retail mark-up, markdown or commissions and may not represent actual transactions. The high and low prices listed have been rounded up to the next highest two decimal places.
 
The market price of our common stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market, and other factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our common stock, regardless of our actual or projected performance.

Holders
 
As of April 12, 2010, in accordance with our transfer agent records, we had 123 record holders of our 11,863,390 shares of Common Stock.
 
Dividends

Holders of our common stock are entitled to receive dividends if, as and when declared by the Board of Directors out of funds legally available therefore. We have never declared or paid any dividends on our common stock. We intend to retain any future earnings for use in the operation and expansion of our business. Consequently, we do not anticipate paying any cash dividends on our common stock to our stockholders for the foreseeable future.

Recent Sales of Unregistered Securities

Except as previously disclosed in our quarterly reports on Form 10-Q and current reports on Form 8-K, and as set forth herein, we did not sell or issue any shares of stock.  
 
 
13

 
 
Equity Compensation Plan Information

On November 4, 2005, the Company issued a nonqualified stock option for 10,000 shares (post-reverse stock split) to the member of the board with an exercise price of $0.53 that will expire on November 3, 2010. The option vested and became exercisable immediately. The Company’s Stock Option Incentive Plan provides for the grant of 10,000 options rights (post-reverse stock split) to a non-employee director. The Plan is administered by the Company’s Compensation Committee, who has authority to select plan participants and determine the terms and conditions of such awards.

On October 22, 2009 our Board of Directors authorized the creation of the China Digital Communication Group 2009 Equity Incentive Plan (the “Plan”).  Under the Plan we issued 1,000,000 shares of our Common Stock to several individuals for services rendered.  Such shares were registered by us under a Form S-8.

Options outstanding (post-reverse stock split) at December 31, 2009 and related weighted average price and intrinsic value are as follows:
 
Plan category
 
Number of securities to be issued upon exercise of outstanding options, warrants and rights

(a)
 
Weighted-average exercise price of outstanding options, warrants and rights
 
(b)
 
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
 
(c)
Equity compensation plans approved by security holders
 
1,000,000
 
$8.81
 
0
Equity compensation plans not approved by security holders
 
10,000
 
$0.53
 
0
Total
 
1,010,000
 
$8.73
 
0
 
ITEM 6.     SELECTED FINANCIAL DATA

Not applicable because we are a smaller reporting company.

ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Note Regarding Forward-Looking Statements
 
This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  We have based these forward-looking statements on our current expectations and projections about future events.  These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.  In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” anticipate,” believe,” estimate,” continue,” or the negative of such terms or other similar expressions.  Factors that might cause or contribute to such a discrepancy include, but are not limited to, those listed under the heading “Risk Factors” and those listed in our other Securities and Exchange Commission filings.  The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report. Throughout this Annual Report we will refer to New Energy Systems Group as "New Energy," the "Company," "we," "us," and "our."
 
 
14

 
 
BUSINESS OVERVIEW

We operate our business through our wholly-owned subsidiary E'Jenie Technology Development Co., Ltd (E’Jenie), a company incorporated under the laws of the Peoples Republic of China (PRC). Through E'Jenie, we manufacture and distribute lithium battery shells and related products primarily in China. Based upon specifications from its customers E'Jenie develops, customizes and produces steel, aluminum battery shells and aluminum caps. Currently, E'Jenie produces fourteen steel battery shell lines, nine aluminum battery shell lines, three aluminum battery cap lines and three steel battery cap lines.
 
We manufacture and distribute battery shells and covers for cellular phones. We maintain long-term relationships with large lithium battery manufacturers. We believe we will continually receive orders from our loyal customers because of our reputation and quality of the products. Our professional marketing team maintains relationships with our current customers and at the same time searches for other potential new customers. We seek to maintain and strengthen our position as a provider of battery shells and caps while increasing the breadth of our product line and improving the quality of our products.
 
The lithium battery was created in the 1990s, with its first mass production in 1993 in Japan. Lithium batteries were first used in notebook computers and now are used in cellular phones, video machines, laptops, digital cameras, MP3 players, global positioning satellite systems, 3G communication devices, hybrid cars and an array of other electronic products. Batteries are becoming smaller, lighter, more efficient, longer lasting and free of pollution. The lithium battery energy/weight ratio exceeds that of its counterparts and with an excellent safety standard we believe that it is the future of the battery industry. China has become one of the largest producers and consumers of lithium ion batteries. According to the China Chemistry and Physics Electronic Industry Association, there were over $4.0 billion of lithium ion batteries sold in China in 2005. We anticipate that there will be even greater demand for lithium batteries in China and worldwide in the next few years. We believe that the current trend towards smaller, lighter portable consumer products will continue to grow and because of its size, the demand for the lithium battery will increase.
 
Under the current depressed economic environment, management of the Company has made some strategic adjustments to keep the Company running and growing. On the basis of keeping the existing battery pack accessories segment, the Company has gotten into a related business field  since August 2008- battery assembly and finished battery distribution, to diversify the line of products; consequently, the Company has opportunity to  compete in the whole battery industry.
 
Having engaged in the battery business for years, management of the Company accumulated abundant knowledge about the battery industry, established a strong network among many battery companies which are on both lower and upper position of the battery distribution flow, and gained a lot of experience in battery distribution; therefore, we believe the Company is in a more favorable position than other companies in distributing finished batteries. Assembling and distributing finished batteries has a higher profit margin than manufacturing battery accessories, so management of the Company is confident the battery distribution business will be profitable due to the outstanding battery quality and the strong distribution network the Company has been building for years.

On December 7, 2009, we closed the transactions contemplated by the share exchange agreement dated November 19, 2009 with Anytone International (H.K.) Co., Ltd. (“Anytone International”) and Shenzhen Anytone Technology Co., Ltd. (“Shenzhen Anytone”).  Shenzhen Anytone is a subsidiary of Anytone International, collectively referred to as “Anytone”.  Pursuant to the Share Exchange Agreement, we issued to the shareholders of Anytone International 3,593,939 shares of the Company's Common Stock with a restrictive legend, and agreed to pay US $10,000,000. As of today, $5,000,000 has been paid; the remaining $5,000,000 will be paid on or before June 30, 2010 with no interest. Anytone is also engaged in production of battery and battery related products.
 
 
15

 
 
RESULTS OF OPERATIONS

Year Ended December 31, 2009 Compared to the Year Ended December 31, 2008
 
The following table presents our consolidated statement of operations for the years ended December 31, 2009 and 2008. The discussion following the table is based on these results. Certain columns may not add due to rounding.
 
   
2009
         
2008
       
         
% of Sales
         
% of Sales
 
Revenue, net
                       
Battery
  $
19,918,846
     
 76
%
 
14,748,595
     
75
Battery shell and cover
   
6,457,044
     
 24
%
   
4,967,813
     
25
%
Total revenue
   
26,375,890
     
100
%
   
19,716,408
     
100
%
                                 
Cost of sales
                               
Battery
   
13,735,160
     
69
%
   
9,851,127
     
67
Battery shell and cover
   
4,596,379
     
71
%
   
4,158,868
     
 84
%
Total cost of revenue
   
18,331,539
     
70
%
   
14,009,995
     
 71
%
                                 
Gross profit
   
8,044,351
     
30
%
   
5,706,413
     
 29
%
                                 
Operating expenses
                               
Selling expense
   
124,845
     
0
 %
   
135,456
     
1
%
General and administrative expenses
   
1,213,783
     
 5
%
   
586,433
     
 3
%
Total operating expenses
   
1,338,628
     
%
   
721,889
     
4
%
                                 
Income from operations
   
6,705,723
     
25
%
   
4,984,524
     
25
%
                                 
Other expenses, net
   
55,230
     
0
%
   
78,782
     
 0
.4%
                                 
Income before income taxes
   
6,650,493
     
 25
%
   
4,905,742
     
 25
%
                                 
Provision for income taxes
   
813,098
     
 3
%
   
454,670
     
 2
                                 
Net income
 
$
5,837,395
     
 22
%
 
$
4,451,072
     
 23
%
 
Net Revenue

Net revenue for the year ended December 31, 2009 was $26,375,890 compared to $19,716,408 for 2008, an increase of $6,659,482, or 34%. The sales of batteries of 2009 was $19,918,846 or 76% of the total revenue compared to net revenue of $14,748,595 or 75% of the total sales for 2008, an increased $5,170,251 or 35%. The increase was primarily due to the Company’s sales growth and successful development on new customers which bring continuous increase on battery business. In addition, we acquired Anytone in December of 2009, which brought us $3,424,291sales of battery.

The Company’s existing battery shell and cover business generated net revenue of $6,457,044 during the year ended December 31, 2009, compared with $4,967,813 for 2008, an increase of $1,489,231 or 30%.  The increase in our sales in this segment was mainly related to a general increase in sales to existing customers as a result of the gradual recovery of the economy in China.
 
 
16

 
 
Cost of Sales

Cost of sales for the year ended December 31, 2009 totaled $18,331,539 or 70% of net sales, compared to $14,009,995 or 71% of net sales for the year ended December 31, 2008, an increase of $4,321,544, this increase was mainly due to increased sales and production volume.

Cost of sales of the battery assembly and distribution was $13,735,160, or 69 % of total battery revenue for 2009, compared with $9,851,127 or 67% for 2008. The Company developed purchasing techniques that enable us to remain competitive in marketing our batteries; we have limited the number of suppliers and have negotiated preferable arrangements with them.
  
Cost of sales related to our existing battery shell and cover business during the year ended December 31, 2009 was $4,596,379, or 71 % of sales of battery shell and cover, compared to $4,158,868 for 2008, or 84% of sales. The reduction in our cost of sales as a percentage of sales was due to our cost control efforts as well as the economies of scale on our increased production.

Operating Expense

Operating expenses for the year ended December 31, 2009 totaled $1,338,628 or 5% of net revenue compared to $721,889 or 4% of net revenue for 2008, an increase of $616,739, or 85%. The increase in our operating expenses was in connection with the increase in our sales and production.  

Selling expense for the year ended December 31, 2009 totaled $124,845 compared to $135,456 for 2008.  
General and administrative expenses for the year ended December 31, 2009 totaled $1,213,783 compared to $586,433 for 2008.  The increase in general and administrative expenses of $627,350 was mainly due to the expenses from Anytone, a subsidiary we acquired in December 31 ,2009 as well as the noncash stock compensation expense of $251,507 that was paid to the consultants for promoting the Company’s image.
 
Net Income

Net income for the year ended December 31, 2009 totaled $5,837,395 compared to $4,451,072 for 2008, an increase of $1,386,323 or 31%, which was due to the reasons enumerated above.
 
LIQUIDITY AND CAPITAL RESOURCES
 
Cash has historically been generated from operations. Operations and liquidity needs are funded primarily through cash flows from operations and short-term borrowings. Cash and cash equivalents were $3,651,990 as of December 31, 2009. Working capital at December 31, 2009 was $7,278,737.
 
The following is a summary of cash provided by or used in each of the indicated types of activities during the year ended December 31, 2009 and 2008:
 
 
2009
 
2008
 
Cash provided by (used in):
       
Operating Activities
 
$
1,392,100
   
$
1,184,532
 
Investment Activities
   
(2,599,528)
     
(6,025
)
Financing Activities
   
(2,096,129
)
   
2,162,150
 
 
Net cash flow provided by operating activities was $1,392,100 for the year ended December 31, 2009, compared to net cash flow provided by operating activities of $1,184,532 for 2008. The increase in net cash flow provided by operating activities for 2009 was mainly due to an increase in sales, quick payment collection on accounts receivable and our effort on keeping lower inventory level.   
 
 
17

 
 
Net cash flow used in investment activities was $2,599,528 for the year ended December 31, 2009, compared to net cash used in investment activities of $6,025 in 2008.  In 2009, we paid $5,000,000 (50% of cash portion of the purchase price of Anytone) for the acquisition of Anytone and received $2,401,140 cash from Anytone through the acquisition, while we purchased fixed assets for $6,025 in 2008.

Net cash flow used in financing activities was $2,096,129 for the year ended December 31, 2009 compared to net cash provided by financing activities of $2,162,150 for 2008. The increase of net cash outflow from financing activities for 2009 was mainly due to the repayment of bank loan in the amount of $2,195,872 that was borrowed in August of 2008.
 
We do not believe that inflation had a significant negative impact on our results of operations during the year ended December 31, 2009.

Working Capital Requirements
 
Historically cash from operations, short term financing and the sale of our Company stock have been sufficient to meet our cash needs. We believe we will be able to generate sufficient cash from operations to meet our working capital needs. However, our actual working capital needs for the long and short term will depend upon numerous factors, including operating results, competition, and the availability of credit facilities, none of which can be predicted with certainty. Future expansion will be limited by economic environment for the industry and opportunities, availability of financing and raising capital by selling stock.  We do not have any plans to sell our securities and there is no guarantee that if we do seek to sell securities in the future that we will be successful.
 
OFF-BALANCE SHEET ARRANGEMENTS
 
We have never entered into any off-balance sheet financing arrangements and have never established any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

A summary of significant accounting policies is included in Note 2 to the consolidated financial statements included in this annual report. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our Company's operating results and financial condition.
 
 
18

 
 
Recent accounting pronouncements

In October 2009, the FASB issued an Accounting Standards Update (“ASU”) regarding accounting for own-share lending arrangements in contemplation of convertible debt issuance or other financing.  This ASU requires that at the date of issuance of the shares in a share-lending arrangement entered into in contemplation of a convertible debt offering or other financing, the shares issued shall be measured at fair value and be recognized as an issuance cost, with an offset to additional paid-in capital. Further, loaned shares are excluded from basic and diluted earnings per share unless default of the share-lending arrangement occurs, at which time the loaned shares would be included in the basic and diluted earnings-per-share calculation.  This ASU is effective for fiscal years beginning on or after December 15, 2009, and interim periods within those fiscal years for arrangements outstanding as of the beginning of those fiscal years. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.
 
In August 2009, the FASB issued an ASU regarding measuring liabilities at fair value. This ASU provides additional guidance clarifying the measurement of liabilities at fair value in circumstances in which a quoted price in an active market for the identical liability is not available; under those circumstances, a reporting entity is required to measure fair value using one or more of valuation techniques, as defined. This ASU is effective for the first reporting period, including interim periods, beginning after the issuance of this ASU. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

On July 1, 2009, the Company adopted Accounting Standards Update (“ASU”) No. 2009-01, “Topic 105 - Generally Accepted Accounting Principles - amendments based on Statement of Financial Accounting Standards No. 168 , “The FASB Accounting Standards Codification™ and the Hierarchy of Generally Accepted Accounting Principles” (“ASU No. 2009-01”).  “FASB” is short for Financial Accounting Standards Board. ASU No. 2009-01 re-defines authoritative GAAP for nongovernmental entities to be only comprised of the FASB Accounting Standards Codification™ (“Codification”) and, for SEC registrants, guidance issued by the SEC.  The Codification is a reorganization and compilation of all then-existing authoritative GAAP for nongovernmental entities, except for guidance issued by the SEC.  The Codification is amended to effect non-SEC changes to authoritative GAAP.  Adoption of ASU No. 2009-01 only changed the referencing convention of GAAP in Notes to the Consolidated Financial Statements.

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”), codified as FASB ASC Topic 810-10, which modifies how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. SFAS 167 clarifies that the determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. SFAS 167 requires an ongoing reassessment of whether a company is the primary beneficiary of a variable interest entity. SFAS 167 also requires additional disclosures about a company’s involvement in variable interest entities and any significant changes in risk exposure due to that involvement. SFAS 167 is effective for fiscal years beginning after November 15, 2009. The Company does not believe the adoption of SFAS 167 will have an impact on its financial condition, results of operations or cash flows.

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets — an amendment of FASB Statement No. 140” (“SFAS 166”), codified as FASB Topic ASC 860, which requires entities to provide more information regarding sales of securitized financial assets and similar transactions, particularly if the entity has continuing exposure to the risks related to transferred financial assets. SFAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets and requires additional disclosures. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The Company does not believe the adoption of SFAS 166 will have an impact on its financial condition, results of operations or cash flows.
  
 
19

 
 
In April 2009, the FASB issued FSP No. SFAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” which is codified in FASB ASC Topic 825-10-50. This FSP essentially expands the disclosure about fair value of financial instruments that were previously required only annually to also be required for interim period reporting. In addition, the FSP requires certain additional disclosures regarding the methods and significant assumptions used to estimate the fair value of financial instruments. These additional disclosures are required beginning with the quarter ending June 30, 2009. The Company does not believe the adoption of FSP No. SFAS 107-1 and APB 28-1 will have an impact on its financial condition, results of operations or cash flows.

In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments,” which is codified in FASB ASC Topic 320-10. This FSP modifies the requirements for recognizing other-than-temporarily impaired debt securities and changes the existing impairment model for such securities. The FSP also requires additional disclosures for both annual and interim periods with respect to both debt and equity securities. Under the FSP, impairment of debt securities will be considered other-than-temporary if an entity (1) intends to sell the security, (2) more likely than not will be required to sell the security before recovering its cost, or (3) does not expect to recover the security’s entire amortized cost basis (even if the entity does not intend to sell). The FSP further indicates that, depending on which of the above factor(s) causes the impairment to be considered other-than-temporary, (1) the entire shortfall of the security’s fair value versus its amortized cost basis or (2) only the credit loss portion would be recognized in earnings while the remaining shortfall (if any) would be recorded in other comprehensive income. FSP 115-2 requires entities to initially apply the provisions of the standard to previously other-than-temporarily impaired debt securities existing as of the date of initial adoption by making a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The cumulative-effect adjustment potentially reclassifies the noncredit portion of a previously other-than-temporarily impaired debt security held as of the date of initial adoption from retained earnings to accumulate other comprehensive income. The Company adopted FSP No. SFAS 115-2 and SFAS 124-2 beginning April 1, 2009. This FSP had no material impact on the Company’s financial position, results of operations or cash flows.

In April 2009, the FASB issued FSP No. SFAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP No. SFAS 157-4”).  FSP No. SFAS 157-4, which is codified in FASB ASC Topics 820-10-35-51 and 820-10-50-2, provides additional guidance for estimating fair value and emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. The Company adopted FSP No. SFAS 157-4 beginning April 1, 2009. This FSP had no material impact on the Company’s financial position, results of operations or cash flows.
 
ITEM 7A.  QUANTITIATIVE AND QUALITATIVE DISCLOUSURES ABOUT MARKET RISK

Not applicable because we are a smaller reporting company.
 
ITEM 8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
Financial Statements are provided after the signature page of this Report.

ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
     
None.

 
20

 
ITEM 9A(T).  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our CEO, who serves as our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. 

Management's Annual Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act and for assessing the effectiveness of internal control over financial reporting. As defined by the Securities and Exchange Commission (Rule 13a-15(f) under the Exchange Act of 1934, as amended), internal control over financial reporting is a process designed by, or under the supervision of the Company’s principal executive and principal financial officers and effected by its Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements in accordance with U.S. generally accepted accounting principles.

Our internal control system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, 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 because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2009.  The framework used by management in making that assessment was the criteria set forth in the document entitled “ Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has determined that as of December 31, 2009, the Company’s internal control over financial reporting was effective for the purposes for which it is intended.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.
 
 
21

 
 
Changes in Internal Control over Financial Reporting
 
The Company hired a SOX consulting firm in 2009 to evaluate our SOX 404 internal control and procedures. Their primary objective was to streamline our internal control structure. The consulting firm had studied and examined our lines of responsibility and delegation of authority for our functional financial reporting areas so that they can evaluate whether responsibility lines are clearly be drawn. They documented and tested our key controls over financial reporting in 2009 and introduced key auditable internal controls and procedures integrated with our financial reporting processes. Through their studies and examinations, management realized that our internal control over financial reporting was subjected to the following weaknesses, which management will need to take actions in accordance with their suggestion in 2010.
 
· 
Lack of expertise in U.S. accounting principle among the personnel in the Company;
 
· 
Dependency on U.S. external accountant and auditors for adjustments and footnote disclosures;
 
· 
Lack of Internal Audit system;
 
· 
Lack of adequate staffing and supervision with enough basic knowledge and requirement of SOX 404 within the accounting operations of the Company;
 
· 
Lack of periodic meeting of Audit Committee;
 
In 2010, the Company will with our internal staff continue to conduct periodic internal control risk assessments and control testing so that we will be improving our internal control system’s integrity and to assess areas of material risk. Our internal audit staffs in 2010 will develop additional control activities to ensure the effective function of our controls. The anticipated changes in internal control over financial reporting will enhance our control environment while also improving internal information flow and communication network. We will identify new risks through a constant risk assessment process and make our control activities an effective tool of monitoring our internal controls. The sole responsibility for establishing and maintaining our internal controls over financial reporting and all internal control systems improvement is that our management and company personnel including our internal audit department, which will all ensure proper and reliable financial reporting. Other than as described above, there have not been any changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2009 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
PART III
   
ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
     
Directors and Executive Officers
 
Set forth below is certain information relating to our directors and executive officers, including their names, ages, and positions.

Name
 
Age
 
Position
 
Date of Appointment
             
Fushun Li
  47  
Chief Executive Officer and Director
 
May 5, 2009
             
Weihe Yu
  34  
Chairman of the Board of Directors
 
December 10, 2009
             
Junfeng Chen
  31  
Chief Financial Officer and Secretary
 
August 3, 2009
 
Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years (and, in some instances, for prior years).

Fushun Li

Mr. Fushun Li was the founder of Shenzhen Kai Bi Te Tech. Co., Ltd. and served as its President from January 2004 to April 2009. The company was engaged in electronic components and 3C electronic products trade with revenue exceeding 1 billion RMB. From January 2001 to December 2003, Mr. Li was the president of Shenzhen Guanxu Electronics Co., Ltd. He conducted a numbers of reforms and greatly improved company management. From November 1995 to December 2000, Mr. Li was the vice president of Guanzhou Xunxing Communication Equipment, a subsidiary of China Telecommunications Corporation. During these years, he improved the company’s product line from single to diversity and increased the company’s sales from 50 million RMB to 300 million RMB, as well as the net profits. From January 1992 to October 1995, Mr. Li worked as assistant president in Shenzhen Jingkong Chaoying Electronic Industry Co., Ltd. Mr. Li graduated from Huangshi Institute of Technology with business management major in September 1985.
 
 
22

 
 
Weihe Yu

Mr. Weihe Yu has spent his career in the industrial sector where he has demonstrated his ability to maximize performance, streamline costs and increase sales. Most recently, he was one of the founders and the general manager of Shenzhen Anytone Technology Co., Ltd. After only three years the company became a leader in the mobile power industry with many patents and core technologies. Under his management, Anytone has become a highly recognized brand and the company’s revenue has grown more than 100% annually over the past four years. Prior to Anytone, Mr. Yu was general manager of Shenzhen Four Images Industrial Co., Ltd. whose business is to create protection circuits for lithium ion batteries. During his tenure there, the company’s proprietary products were at the forefront of the industry and widely used by the largest customers of lithium ion batteries. From 1998 to 2000, Mr. Yu served in key management positions at the Yangxin Aluminum Alloy Wheel Co., Ltd, an automobile alloy wheel manufacturer. In his role there, he created a comprehensive marketing management and performance appraisal system that greatly enhanced the performance of the company. Mr. Yu graduated from the Huangshi Institute of Technology in Hubei Province in 1998.

Junfeng Chen

Junfeng Chen, has worked in the Company since 2005. Prior to this appointment, Mr. Chen was the Chief Financial Officer of our wholly-owned subsidiary Shenzhen E’Jenie Science and Technology Co., Ltd. (“Shenzhen E’Jenie) since February 2006. From March 2005 to January 2006, Mr. Chen served as the assistant of financial manager in Shenzhen E’Jenie.  Junfeng Chen worked as an accountant in Henan Labor Department Officer in Dongguan City, Guangdong Province, P.R.C and focused on processing the daily financial works for the office from February 2004 to December 2004. He also worked as an accountant in the Dongguan Shatian Yumao Textile Mill from October 2001 to December 2003.  Junfeng Chen majored in Accounting and graduated from Wuhan University in China in 2001.

Director Compensation
 
None of our directors receive any compensation for their services as a member of the board of directors, except as set forth in Item 11 below.
  
Family Relationships

There are no family relationships among any of our officers or directors.

Involvement in Certain Legal Proceedings
 
To the best of our knowledge, none of our directors or executive officers have been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion below in certain Relationships and Related Transactions,” none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Compliance with Section 16(A) of the Exchange Act
 
Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who beneficially own more than 10% of a registered class of the Company equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and are required to furnish copies to the Company. To the best of the Company’s knowledge, any reports required to be filed were timely filed in the year ended December 31, 2009, except reports from Fushun Li, Weihe Yu, Junfeng Chen and Guofu Xiong.
 
 
23

 
 
Code of Ethics
 
We have adopted a Code of Ethics that applies to our principal executive officer and senior financial officers. Please see Item 15, Exhibit 14.1.
 
ITEM 11.   EXECUTIVE COMPENSATION

The following table sets forth information with respect to compensation paid by us to our officers and directors during the three most recent fiscal years. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.
 
                               
Non-
   
Nonqualified
             
Name
                             
Equity
   
Deferred
   
All
       
and
                 
Stock
   
Option
   
Incentive
   
Compensation
   
Other
       
Principal
     
Salary
   
Bonus
   
Awards
   
Awards
   
Plan
   
Earnings
   
Compensation
   
Total
 
Position
 
Year
 
(US$)
   
(US$)
   
(US$)
   
(US$)
   
(US$)
   
(US$)
   
(US$)
   
(US$)
 
(a)
 
(b)
 
(c)
   
(d)
   
(e)
   
(f)
   
(g)
   
(h)
   
(i)
   
(j)
 
                                                     
Zhongnan Xu 
 
2009 
 
$
0
     
0
     
0
     
0
     
0
     
0
     
0
   
$
0
 
Former CEO and Chairman
 
2008 
   
0
     
0
     
0
     
0
     
0
     
0
     
0
     
0
 
   
2007 
   
0
     
0
     
0
     
0
     
0
     
0
     
0
     
0
 
                                                                     
Jiangcheng Wu 
 
2009 
 
$
0
     
0
     
0
     
0
     
0
     
0
     
0
   
$
0
 
Former CFO
 
2008 
   
0
     
0
     
0
     
0
     
0
     
0
     
0
     
0
 
   
2007 
   
0
     
0
     
0
     
0
     
0
     
0
     
0
     
0
 
                                                                     
Weihe Yu
 
2009
 
$
1,523
     
0
     
0
     
0
     
0
     
0
     
0
   
$
1,523
 
Chairman
                                                                   
                                                                     
Fushun Li
 
2009
 
$
5882
     
0
     
0
     
0
     
0
     
0
     
0
   
$
5,882
 
CEO and Director
                                                                   
                                                                     
Junfeng Chen
CFO
 
2009
 
$
10,294
     
0
     
0
     
0
     
0
     
0
     
0
   
$
10,294
 

Employment Agreements
 
We have employment agreement with our directors and officers. The basic information is as following:

Name
Position
Term
Annual Salary
Weihe Yu
Chairman
Dec. 2009~ Dec. 2012
 $26,470
Fushun Li
CEO
Jul., 2009~Jul., 2012
 $17,647
Junfeng Chen
Interim CFO
Sep., 2009~Sep., 2010
 $17,647

 
24

 

Compensation of Directors

Except as set forth above, we have no arrangements for the remuneration of officers and directors, except that they will be entitled to receive reimbursement for actual, demonstrable out-of-pocket expenses, including travel expenses, if any, made on our behalf in the investigation of business opportunities. Other than as reflected in the table above, no remuneration has been paid to our officers or directors. Except as set forth above, there are no agreements or understandings with respect to the amount or remuneration those officers and directors are expected to receive in the future. As of the date of this Annual Report, no stock options have been issued to our officers or directors.
 
ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of the date of this report, the total number of shares owned beneficially by our sole director and officer and the present owners of 5% or more of our total outstanding shares. The table also reflects what their ownership will be assuming completion of the sale of all shares in this offering. The stockholders listed below have direct ownership of his/her shares and possess voting and dispositive power with respect to the shares.
 
Title of Class
 
Name and Address of Beneficial Owner
 
Amount and Nature of Beneficial Ownership
   
Percent of
Class (1)
 
Common Stock
 
Fushun Li (2)
   
0
     
 
                     
Common Stock
 
Weihe Yu    (3)
   
1,078,182
     
9.1
%
                     
Common Stock
 
Junfeng Chen (4)
   
0
     
 
                     
Common Stock
 
Xiaohong Peng (5)
   
646,909
     
5.5
%
                     
Common Stock
 
Guofu Xiong (6)
   
1,276,342
     
10.8
%
                     
Common Stock
 
Ruizheng Cheng (7)
   
682,848
     
5.7
%
                     
Common Stock
 
All officers and directors as a group (3 persons)
   
1,078,182
     
9.1
%

(1)  Based on 11,863,390 shares of Common Stock issued and outstanding as of April 10, 2010.
(2)  Mr. Li is the Chief Executive Officer and a Director of the Company.  Mr. Li’s mailing address is: A-3 Xinglian Industrial Zone, He Hua Ling, Pingxin Road, Xin Nan, Ping Hu Town, Longgang, Shenzhen, China 518111.
(3)  Mr. Yu is the Chairman of the Board of Directors of the Company.  Mr. Yu’s mailing address is: Marketing Office, 5F, 51 Building, No. 5, Qiongyu Road, Hightech Industrial Park, Nanshan District, Shenzhen, China.
(4)  Mr. Chen is the Chief Financial Officer of the Company.  Mr. Chen’s mailing address is: A-3 Industrial Zone, He Hua Ling, Pingxin Road, Xin Nan, Ping Hu Town, Longgang, Shenzhen, China 518111.
(5)  The mailing address for Ms. Peng is: 501, Building A, Lixin Village, Xuefu Road, Nanshan District, Shenzhen City, Guangdong Province, China.
(6)  The mailing address for Mr. Xiong is: 602B ChiWan HaiYun Building, Left Fort Road, NanShan District, Shenzhen City, China.
(7)  The mailing address for Mr. Cheng is: 2C-502, Yude Juayuan, Nanshan District, Shenzhen City, Guangdong Province, China

 
25

 

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
As of December 31, 2008, the Company had an unsecured, due on demand, and non interest-bearing loan from a shareholder of $174,600 which was repaid by the end of 2009. As of December 31, 2009, the Company had $527,225 unsecured, due on demand and non interest-bearing loan payable to the original owner of Shenzhen Anytone for the acquisition of Shenzhen Anytone by Anytone International.
 
ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES
 
On June 10, 2009, we dismissed Kabani & Company, Inc. (“Kabani”) as its independent registered public accounting firm. The Company’s Board of Directors participated in and approved the decision to change our independent registered public accounting firm. Kabani’s reports on our financial statements for the years ended December 31, 2007 and 2008 and during the subsequent interim period through June 10, 2009 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the years ended December 31, 2007 and 2008 and during the subsequent interim period through June 10, 2009, there were no disagreements on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with Kabani’s opinion to the subject matter of the disagreement. During the years ended December 31, 2007 and 2008 and during the subsequent interim period through June 10, 2009, there have been no reportable events with the Company as set forth in Item 304(a)(i)(v) of Regulation S-K.

On June 10, 2009, we appointed Goldman Parks Kurland Mohidin LLP (“GPKM”) as the Company’s new independent registered public accounting firm. The decision to engage GPKM was approved by the Company’s Board of Directors on June 10, 2009. During the years ended December 31, 2007 and 2008 and during the subsequent interim period through June 10, 2009, the Company did not consult with GPKM regarding (1) the application of accounting principles to a specified transactions, (2) the type of audit opinion that might be rendered on the Company’s financial statements, (3) written or oral advice was provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issues, or (4) any matter that was the subject of a disagreement between the Company and its predecessor auditor as described in Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.
 
 
26

 
 
(1) Audit Fees
     
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:
 
2009
 
$
60,000
 
Goldman Parks Kurland Mohidin LLP
2008 
 
$
50,000
 
Kabani & Company, Inc.
 
Audit Related Fees

There is an one-time charge of $7,500 for our prior auditor, Kabani & Company, Inc., to review our annual report for the years ended December 31, 2009 and 2008.
 
Tax Fees
 
For the Company’s fiscal years ended December 31, 2009 and 2008, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning.
 
All Other Fees
 
The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended December 31, 2009 and 2008.
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

-  
approved by our audit committee; or

-  
entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular  service,  the  audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.

We do not have an audit committee.  Our entire board of directors pre-approves all services provided by our independent auditors. The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have records of what percentage of the above fees were pre-approved.  However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.
  
PART IV

ITEM 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
 
a) Documents filed as part of this Annual Report
 
1. Financial Statements
 
2. Financial Statement Schedules
 
3. Exhibits
 
Exhibit No.
 
Title of Document
 
Location
2.1
  
Share Exchange Agreement, dated February 14, 2006, between us, UPE Limited (Far East), Shenzhen Zhuo Tong Power Supply Industry Co., Ltd., and the shareholders of UPE Limited
  
Incorporated by reference as Exhibit 2.1 to Form 8-K filed February 21, 2006
     
2.2
  
Amended and Restated Share Exchange Agreement, dated March 22, 2006, between us, Galaxy View International Ltd., Shenzhen Sono, and the shareholders of Galaxy View International Ltd.
  
Incorporated by reference as Exhibit 2.1 to Form 8-K filed March 24, 2006
     
2.3
  
Share Exchange Agreement and Plan or Reorganization
  
Incorporated by reference as Exhibit 10.1 to Form 8-K filed September 29, 2004
 
 
27

 
 
3.1.1
  
Articles of Incorporation
  
Incorporated by reference as Exhibit 3(i)(1) to Form 8-K filed September 16, 2004
     
3.1.2
 
Amendment to Articles of Incorporation
 
Incorporated by reference as Exhibit 3(i)(2) to Form 8-K filed September 16, 2004
     
3.1.3
 
Amendment to Articles of Incorporation
 
Incorporated by reference as Exhibit 3(i)(3) to Form 8-K filed September 16, 2004
     
3.1.4
 
Certificate of Designation of Series A Convertible Preferred Stock
 
Incorporated by reference as Exhibit 3(i) to Form 8-K filed July 28, 2006
     
3.2
 
Bylaws
 
Incorporated by reference as Exhibit 3.4 to Form SB-2/A filed March 22, 2002
     
4.1
 
Form of Stock Certificate
 
Incorporated by reference as Exhibit 4.1 to Form SB-2/A filed March 22, 2002
     
4.2
 
2004 Equity Incentive Plan
 
Incorporated by reference as Exhibit 4.1 to Form S-8 filed March 2, 2004
     
4.3
 
Form of Class A, B and C Warrants
 
Incorporated by reference as Exhibit 4.3 to Form 10-KSB filed March 30, 2006
     
4.4
 
Form of Subscription Agreement dated March 17, 2004 by and among Jasmine's Garden and the Investors
 
Incorporated by reference as Exhibit 4.1 to Form 8-K filed March 22, 2004
 
 
28

 
 
 10.1
 
Sales Contract dated April 21, 2005 between Shenzhan E'Jenine Science & Technology Co., LTD. and Shenzhen Gao Yi Electonics Co. LTD.
 
Incorporated by reference as Exhibit 10.1 to Form 8-K filed April 22, 2005
         
10.2
 
Sales Contract dated July 12, 2005 between Shenzhan E'Jenine Science & Technology Co., LTD. and Wuhan Jie Xin Communication Development Co., LTD.
 
Incorporated by reference as Exhibit 2.1 to Form 8-K filed July 14, 2005
     
10.3
 
Sales Contract dated December 31, 2005 between Shenzhan E'Jenine Science & Technology Co., LTD. and Yin Si Qi Electronics Co.
 
Incorporated by reference as Exhibit 2.1 to Form 8-K filed January 6, 2006
     
10.4
 
Loan Agreement dated March 10, 2006, between New Energy Systems Group and United Private Equity (The Pacific) Limited
 
Incorporated by reference as Exhibit 2.1 to Form 8-K filed March 15, 2006
         
10.5
  Employment Agreement dated December 10, 2009 between New Energy Systems Group and Weihe Yu   Filed herewith
         
10.6
 
Employment Agreement dated July 1, 2009 between New Energy Systems Group and Fushun Li
 
Filed herewith
         
10.7
 
Employment Agreement dated September 1, 2009 between New Energy Systems Group and Junfeng Chen
 
Filed herewith
         
14.1
  
Code of Ethics
  
Incorporated by reference as Exhibit 14.1 to Form 10-KSB filed March 30, 2006
     
21.1
  
Subsidiaries
  
Filed herewith
     
31.1
 
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Filed herewith
     
31.2
 
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Filed herewith
     
32.1
 
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
Filed herewith
         
 32.2
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
Filed herewith
 
 
29

 
 
SIGNATURES
     
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
NEW ENERGY SYSTEMS GROUP
     
Date: April 15, 2010
By:
/s/ Fushun Li
   
Fushun Li
   
Chief Executive Officer
     
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Name
 
Title
 
Date
         
/s/Fushun Li
 
Chief Executive Officer and Director
 
April  15, 2010
Fushun Li
       
         
/s/Junfeng Chen
 
Chief Financial Officer
 
April  15, 2010
Junfeng Chen
       
         
         
/s/ Weihe Yu   Chairman – Board of Directors    April 15, 2010
Weihe Yu        
 
 

 
30

 
 
NEW ENERGY SYSTEMS GROUP AND SUBSIDIARIES
(FORMERLY, CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES)
CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2009
 

 
TABLE OF CONTENTS
 
Report of Independent Registered Public Accounting Firm
F-1-2
   
Consolidated Balance Sheets
F-3
   
Consolidated Statements of Income and Comprehensive Income
F-4
   
Consolidated Statements of Cash Flow
F-5
   
Consolidated Statements of Changes in Stockholders’ Equity
F-6
   
Notes to Consolidated Financial Statements
F-7-23

 
31

 

 
Report of Independent Registered Public Accounting Firm
 

 
Board of Directors and Stockholders of
New Energy Systems Group

We have audited the accompanying balance sheet of New Energy Systems Group and subsidiaries (formerly China Digital Communication Group and Subsidiares) as of December 31, 2009 and the related statements of income and comprehensive income, stockholders' equity, and cash flows for the year ended December 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of New Energy Systems Group and subsidiaries (formerly China Digital Communication Group and Subsidiares) as of December 31, 2009, and the results of their operations and their cash flows for the year ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.
 
Goldman Parks Kurland Mohidin LLP
Encino, California
April 9, 2010
 
 
F-1

 
 
Report of Independent Registered Public Accounting Firm



Board of Directors and Stockholders of
China Digital Communication Group and Subsidiaries, Inc.
 
We have audited the accompanying consolidated balance sheet of China Digital Communication Group and Subsidiaries, Inc. (a Nevada corporation) as of December 31, 2008, and the related consolidated statements of operation, stockholders' equity, and cash flows for the year ended December 31, 2008. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of China Digital Communication Group and Subsidiaries, Inc. as of December 31, 2008, and the consolidated results of their operations and their consolidated cash flows for the year ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.
 
As explained in Note 13 to the accompanying financial statements, one customer accounted for 100% of the companies revenue from the sales of batteries, which accounted for 75% of the companies total revenue for the year ended December 31, 2008.  Three vendors provided 100% of batteries to the company in the year ended December 31, 2008.
 
 
 
/s/ Kabani & Company, Inc.
Certified Public Accountants
 
Los Angeles, California
March 6, 2009
 
F-2

 

NEW ENERGY SYSTEMS GROUP AND SUBSIDIARIES
(FORMERLY, CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES)
CONSOLIDATED BALANCE SHEETS
 
   
December 31,
2009
   
December 31,
2008
 
 ASSETS
Current assets
 
 
   
 
 
Cash and equivalents
  $ 3,651,990     $ 6,969,454  
Accounts receivable
    9,776,041       7,407,371  
Inventory
    502,702       759,477  
Prepaid expenses
    262,379       -  
Other receivables
    433,804       -  
        Total current assets
    14,626,916       15,136,302  
                 
Plant, property & equipment, net
    699,790       859,232  
                 
Other assets
               
Prepayment for Newpower acquisition
    2,999,473       -  
Deposits
    37,626       -  
Goodwill
    19,244,036       -  
Intangible assets, net
    15,772,344       880,920  
        Total other assets
    38,053,479       880,920  
                 
Total assets
  $ 53,380,185     $ 16,876,454  
                 
 LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
               
Accounts payable and accrued expenses
  $ 9,095,623     $ 3,467,324  
Taxes payable
    762,430       399,519  
Loan payable
    -       2,200,500  
Loan payable to related party
    527,225       174,600  
Total current liabilities
    10,385,278       6,241,943  
                 
Deferred tax liability
    3,001,584       -  
                 
Total Liabilities
    13,386,862       6,241,943  
                 
Stockholders' equity
               
Preferred stock, $.001 par value, 7,575,757
               
       shares authorized, 7,575,757 shares issued
               
       and outstanding
    7,576       7,576  
Common stock, $.001 par value, 140,000,000
               
     shares authorized, 11,863,390 and 5,446,105
               
     shares issued and outstanding at December 31,
               
     2009 and 2008, respectively
    11,863       5,446  
Additional paid in capital
    42,165,281       16,999,362  
Statutory reserve
    2,070,081       593,445  
Other comprehensive income
    1,225,986       1,144,170  
Accumulated deficit
    (3,038,971 )     (8,115,488 )
Less: deferred compensation
    (2,448,493 )     -  
                 
Total stockholders' equity
    39,993,323       10,634,511  
                 
Total liabilities and stockholders' equity
  $ 53,380,185     $ 16,876,454  

 
The accompanying notes are an integral part of these consolidated financial statements
 
F-3

 
 
NEW ENERGY SYSTEMS GROUP AND SUBSIDIARIES
(FORMERLY, CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES)
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
 
     
Year Ended
   
Year Ended
 
     
December 31, 2009
   
December 31, 2008
 
     
 
       
Revenue, net
             
Battery
    $ 19,918,846     $ 14,748,595  
Battery shell and cover
    6,457,044       4,967,813  
 
Total revenue
    26,375,890       19,716,408  
                   
Cost of sales
                 
Battery
      13,735,160       9,851,127  
Battery shell and cover
    4,596,379       4,158,868  
 
Total cost of revenue
    18,331,539       14,009,995  
                   
Gross profit
    8,044,351       5,706,413  
                   
Operating expenses
               
Selling expenses
    124,845       135,456  
General and administrative expenses
    1,213,783       586,433  
 
Total operating expenses
    1,338,628       721,889  
                   
Income from operations
    6,705,723       4,984,524  
                   
Other expenses
                 
Miscellaneous expense
    (5,794 )     (40,257 )
Interest expense
    (49,436 )     (38,525 )
 
Total other expenses
    (55,230 )     (78,782 )
                   
Income before income taxes
    6,650,493       4,905,742  
                   
Provision for income taxes
    (813,098 )     (454,670 )
                   
Net income
      5,837,395       4,451,072  
                   
Other comprehensive income
               
     Foreign currency translation
    81,816       289,772  
                   
Comprehensive income
  $ 5,919,211     $ 4,740,844  
                   
Net income per share
               
Basic
    $ 0.91     $ 0.82  
Diluted
    $ 0.82     $ 0.72  
                   
Weighted average number of shares outstanding:
               
Basic
      6,393,067       5,446,105  
Diluted
      7,150,642       6,203,638  

The accompanying notes are an integral part of these consolidated financial statements
 
F-4

 
 
NEW ENERGY SYSTEMS GROUP AND SUBSIDIARIES
(FORMERLY, CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES)
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
   
Year ended December 31,
   
Year ended December 31,
 
   
2009
   
2008
 
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net Income
  $ 5,837,395     $ 4,451,072  
Adjustments to reconcile net income to net cash
               
provided by operating activities:
               
Depreciation and amortization
    468,514       308,786  
Deferred tax liability
    (31,916 )     -  
Non-cash, stock compensation
    251,507       -  
Loss on disposal of subsidiary
    7,794       -  
(Increase) / decrease in current assets:
               
   Accounts receivable
    (1,730,909 )     (7,011,157 )
   Inventory
    2,572,107       186,132  
   Other receivable
    1,670       -  
   Prepaid expenses
    -       1,726  
   Deposits
    -       8,530  
Increase/(Decrease) in current liabilities:
               
   Accounts payable and accrued expenses
    (3,326,375 )     2,654,437  
   Taxes payable
    515,157       585,006  
                 
Net cash provided by operating activities
    4,564,944       1,184,532  
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Acquisition of Anytone
    (5,000,000 )     -  
Cash acquired in acquisition
    2,401,140       -  
Prepayment for Newpower acquisition
    (2,998,244 )     -  
Acquisition of property & equipment
    (1,068 )     (6,025 )
                 
Net cash used in investing activities
    (5,598,172 )     (6,025 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Payment on loan payable
    (2,195,872 )     -  
Receivables from related party
    (74,857 )     -  
Proceed from loan payable
    -       2,162,250  
                 
Net cash provided by (used in) financing activities
    (2,270,729 )     2,162,250  
                 
Effect of exchange rate changes on cash and cash equivalents
    (13,507 )     (165,429 )
                 
Net (decrease) increase in cash and equivalents
    (3,317,464 )     3,175,328  
                 
Cash and equivalents, beginning balance
    6,969,454       3,794,126  
                 
Cash and equivalents, ending balance
  $ 3,651,990     $ 6,969,454  
                 
SUPPLEMENTAL DISCLOSURES:
               
                 
Cash paid during the year for:
               
                 
     Income tax payments
  $ 748,306     $ 454,670  
                 
     Interest payments
  $ 91,260     $ 38,525  

The accompanying notes are an integral part of these consolidated financial statements
 
F-5

 
 
NEW ENERGY SYSTEMS GROUP AND SUBSIDIARIES
(FORMERLY, CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2009 AND 2008
 
   
Common Stock
   
Preferred Stock
   
Additional Paid
   
Other
Comprehensive
   
Statutory
   
(Accumulated
   
Deferred
   
Total
Stockholders'
 
   
Shares
   
Amount
   
Shares
   
Amount
   
in Capital
   
Income
   
Reserve
   
Deficit)
   
Compensation
   
Equity
 
                                                             
Balance at January 1, 2008
    5,446,105     $ 5,446     $ 7,575,757       7,576     $ 16,999,362     $ 854,398     $ 105,849     $ (12,078,964 )   $ -     $ 5,893,667  
                                                                                 
Foreign currency translation gain
    -       -       -       -       -       289,772       -       -       -       289,772  
                                                                                 
Transfer to statutory  reserves
    -       -       -       -       -       -       487,596       (487,596 )     -       -  
                                                                                 
Net income for the year
    -       -       -       -       -       -       -       4,451,072       -       4,451,072  
                                                                                 
Balance at December 31, 2008
    5,446,105       5,446       7,575,757