10-K 1 abat10k20101231.htm ADVANCED BATTERY TECHNOLOGIES, INC. FORM 10-K DECEMBER 31, 2010 abat10k20101231.htm


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

FORM 10-K

x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 
    For the fiscal year ended December 31, 2010.
   
 
                     OR
   
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File No. 1-33726

ADVANCED BATTERY TECHNOLOGIES, INC,
(Exact Name of Registrant as Specified in its Charter)

Delaware
22-2497491
(State or other jurisdiction
(I.R.S. Employer ID Number)
of incorporation or organization)
 
 
 
15 West 39th Street, Suite 14A, New York, NY 10018
(Address of principal executive offices)

Issuer's Telephone Number, including Area Code: 212-391-2752

Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock, $.001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 406 of the Securities Act.    Yes __ No √ 

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 __ No √ 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or

 
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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  √     No __

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)  Yes ___ No ___

Indicate by check mark disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) 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  in Part III of this Form 10-K or any  amendment to this Form 10-K. [ ]

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. (Check One)
 
Large accelerated filer ___   Accelerated filer    X     Non-accelerated filer ___   Small reporting company ___

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the common equity was sold, or the average bid and ask prices of such common equity, as of a specified date within the past 60 days.

The aggregate market value of the Registrant’s common stock, $.001 par value, held by non-affiliates as of June 30, 2010, the last business day of the Registrant’s most recently completed second quarter, was $194,925,811, based on $3.28 per share, the closing price on that date.

As of March 16, 2011 the number of shares outstanding of the Registrant’s common stock was 76,440,434 shares, $.001 par value.

DOCUMENTS INCORPORATED BY REFERENCE:  None.

 
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FORWARD-LOOKING STATEMENTS: NO ASSURANCES INTENDED

In addition to historical information, this Annual Report contains forward-looking statements, which are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or similar expressions. These forward-looking statements represent Management’s belief as to the future of Advanced Battery Technologies.  Whether those beliefs become reality will depend on many factors that are not under Management’s control.  Many risks and uncertainties exist that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in the section entitled “Risk Factors.” Readers are cautioned not to place undue reliance on these forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.
 

PART 1

ITEM 1.                 BUSINESS

Advanced Battery Technologies, Inc. is a holding company with one direct subsidiary:   Cashtech Investment Limited, a British Virgin Islands corporation.  Cashtech Investment Limited is, in turn, a holding company with two subsidiaries:

 
·
Harbin ZhongQiang Power-Tech Co., Ltd. (“Harbin ZQPT”), a limited liability company organized under the laws of the Peoples Republic of China (“PRC”).  Harbin ZQPT holds the government lease of the real property on which our primary battery operations are located.  Harbin ZQPT also manages the assets and operations of Heilongjiang ZhongQiang Power-Tech Co., Ltd., which is also a Chinese limited liability company (“ZQ Power-Tech”) under a set of agreements between Harbin ZQPT and the registered owners of ZQ Power-Tech pursuant to which Harbin ZQPT receives all of the benefits and assumes all of the obligations of the business of ZQ Power-Tech.  ZQ Power-Tech is engaged in the business of manufacturing and distributing polymer lithium-ion batteries on the property leased to Harbin ZQPT.  We are in the process of transferring the assets and operations of ZQ Power-Tech to Harbin ZQPT, but have not yet obtained all of the necessary government approvals.

 
·
Wuxi ZhongQiang Autocycle Co., Ltd., a Chinese limited liability company (“Wuxi ZQ”) that Cashtech Investment Limited acquired in May 2009.  Wuxi ZQ is engaged in the business of manufacturing and distributing electric vehicles that utilize batteries manufactured by ZQ Power-Tech.

Advanced Battery Technologies also owns a 49% interest in Beyond E-Tech, Inc., a Texas corporation that distributes cellular telephones in the United States.

 
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Battery Operations

ZQ Power-Tech is a limited liability company that was organized under the laws of the People’s Republic of China in August 2002.  ZQ Power-Tech’s offices and primary manufacturing facility are located in northern China, in the Province of Heilongjiang, in the Economy & High-Tech Development Zone of Shuangcheng, which is a suburb of Harbin.  The location is approximately 1,000 km northeast of Beijing.

In January 2011 Harbin ZQPT acquired the assets of Shenzhen Zhongqiang New Energy Science & Technology Co., Ltd. (“Shenzhen Zhongqiang”).  Shenzhen Zhongqiang was a manufacturer of lithium batteries for mobile phones and MP3 and video game consoles, whose manufacturing facility has a daily production capacity of 70,000 batteries.  Shenzhen Zhongqiang’s annual revenues in 2010 were approximately $11 million.  The purchase price paid by Harbin ZQPT for the Shenzhen Zhongqiang liabilities was $20 million, of which $13.5 million was applied to satisfy liabilities of Shenzhen Zhongqiang.  Harbin ZQPT will initially operate the Shenzhen Zhongqiang facility as a separate, yet complementary, division of its battery operations, with a view toward further integration as the business develops.

The Harbin Institute of Technology is one of the leading technological institutions in Asia.  Two of its engineering professors now serve on ZQ Power-Tech’s Scientific Advisory Board, along with a professor of engineering at the China Engineering Academy.  This close association with the Harbin Institute of Technology provides ZQ Power-Tech with a rich source of technological talent, such that ZQ Power-Tech’s research staff is filled by experienced engineers, many with masters and Ph.D degrees.

ZQ Power-Tech designs, manufactures and markets rechargeable polymer lithium-ion (“PLI”) batteries.  PLI batteries produce a relatively high average of 3.8 volts per cell, which makes them attractive in terms of both weight and volume.  Additionally, they can be manufactured in very thin configurations and with large footprints.  PLI cells can be configured in almost any prismatic shape, and can be made thinner than 0.0195 inches (0.5 mm) to fill virtually any shape efficiently.  This combination of power and versatility makes rechargeable PLI batteries particularly attractive for use in consumer products such as portable computers, personal digital assistants (PDA’s) and cellular telephones.

ZQ Power-Tech’s batteries combine high-energy chemistry with state-of-the-art polymer technology.  Every battery component is solid, which means that there are no liquids that need to be contained by bulky, heavy cell housings.  The result is a safe, thin, lightweight rechargeable battery with a wide operating temperature range.  Similar to lithium-ion prismatic rechargeable cells, the ZQ Power-Tech polymer cells do not exhibit a memory problem.  This means that they can be recharged at any state of charge, without first having to be completely discharged.

At the present time, ZQ Power-Tech produces only one finished product.  This is a cordless miner’s lamp equipped with a rechargeable PLI battery.  ZQ Power-Tech has sold its miner’s lamps to an agency of the Chinese government for several years, but recently expanded its market to private industry.  In 2006 ZQ Power-Tech received an order from a Hong Kong-based mining company for 450,000 battery cells for mine lamps, to be delivered over a three year period.  As a result of that order and other indications of increased demand, ZQ Power-Tech installed a production line dedicated to mine lamps.  During 2010 the miner’s lamp business yielded $7,930,893 in revenue (8.2% of total revenue), a decline from 2009 when sales of miner’s lamps produced 20.5% of our revenue.

 
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All of ZQ Power-Tech’s other sales and pending contracts are for battery cells, which are sold on an OEM basis as a component of a finished product.  The fastest-growing market for ZQ Power-Tech’s batteries has been the manufacturers of battery-powered vehicles.  However, ZQ Power-Tech’s current customers also include companies that use our batteries in cell phones, companies that use them in laptop computers, and a company that uses our batteries in its digital cameras.  One unique market for ZQ Power-Tech’s batteries opened when, in August 2007, they were successfully tested by oceanographers in deep sea drilling equipment utilized by the China National Oceanographic Institute.  The range of non-vehicular uses for our vehicles is further evidenced by the $5.7 million order we received in August 2010 from Hengmin Opto-electrical Tech Co. of Guangdong Province in China.  Hengmin, which is primarily engaged in manufacturing battery assemblies and power management systems, ordered ZQ Power-Tech’s 50 Ah capacity lithium-ion battery packs primarily for use in street lamps.

Vehicle Batteries

During the summer of 2005, ZQ Power-Tech signed a cooperation agreement with the Beijing Institute of Technology to participate in the development of an all-electric bus using ZQ Power-Tech rechargeable batteries.  To enhance the potential use of that battery, ZQ Power-Tech entered into a development and supply relationship with Altair Nanotechnologies, Inc. of Reno, Nevada.  During 2005 Altair supplied ZQ Power-Tech with nano-structured lithium spinel electrode materials that ZQ Power-Tech has successfully tested in its vehicle batteries.  The inclusion of these nanomaterials in ZQ Power-Tech’s batteries has significantly increased the power delivery and reduced the time required for recharge.  ZQ Power-Tech is currently conducting research and development activities aimed at exploiting the technological advantages that the Altair nanomaterials can provide throughout ZQ Power-Tech’s catalog of batteries.

The research and development activities of ZQ Power-Tech and its associates has yielded batteries for use in electric buses and electric cars that exhibit some of the highest functionality available today.  Currently, the batteries we offer for plug-in electric vehicles have the following characteristics:

 
Plug-in EV Bus
Plug-in Cars
Mileage per charge
137 miles
200 miles
Charge time
4-5 hours
3-4 hours
Top speed
62.5 mph
80 mph
Battery weight
2200 pounds
400 pounds
Voltage
318V
296V
Capacity
450 Ah
1540 Ah

The development of ZQ Power-Tech’s vehicle battery technologies has opened the door for a variety of relationships, with the result that ZQ Power-Tech is developing a significant presence in the growing market for vehicle batteries.  The initial success of this venture was marked by a $21 million order to supply 3.7 volt PLI battery sets for electric cars manufactured by Aiyingsi Company of Taiwan.  After a period of cooperative development, shipments under that order were made to Aiyingsi commencing in 2006.

During 2006 ZQ Power-Tech expanded its relationship with Aiyingsi Company to include development of the world’s first “nanopowered” electric scooter.   Late in the summer, the Zhong Qiang Institute of Research tested the scooter prototype and found that it could cover 28 miles at up to 18.75 mph with a single 15-minute charge.  The potential market for this “alternative” vehicle is broad, including delivery services, surveillance and commuter uses.  The environment-friendliness of this technology and other similar technologies used by ZQ Power-Tech were the reason stated by The Organizing Committee of China Innovative Entrepreneur Awards Organization for naming our Chairman, Fu Zhiguo, “China’s Outstanding Entrepreneur” in December 2006.

 
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More recent milestones in the growth of ZQ Power-Tech’s presence in the low emissions vehicle industry have been:

 
Ø
In July 2006 ZQ Power-Tech received its first commercial order for bus batteries, as a Chinese bus manufacturer ordered five PLI battery packages.

 
Ø
In March 2007 ZQ Power-Tech signed a sales contract with Beijing Guoqiang Global Technology Development Co. Ltd. to supply a total of 3,000 PLI battery sets for use in electric garbage trucks that were designed for the 2008 Olympics.  Shipments commenced in May 2007 and continued until February 2008.  The full contract was valued at $10,000,000.

 
Ø
In July 2007 ZAP, a manufacturer of zero emissions vehicles located in the U.S., placed an order to pay $5.168 million for ZQ Power-Tech batteries for use in ZAP’s vehicles.

 
Ø
In March 2008 ZQ Power-Tech announced that it had collaborated with Wuxi Angell on the development of an electric hybrid motorcycle that utilizes ZQ Power-Tech batteries.  Three versions of the hybrid motorcycle were introduced to the U.S. market in February 2009.

 
Ø
In May 2009 Cashtech Investment Limited acquired ownership of Wuxi Angell, giving ZQ Power-Tech a captive market for its batteries as well as a dynamic presence in the growing market for electric and hybrid two-wheel vehicles.

 
Ø
In October 2009 ZQ Power-Tech entered into a one-year $7.8 million contract to provide 48V/15Ah and 72V/50Ah polymer lithium-ion phosphate batteries to U Long Run Sheng Technology Co., Ltd., a leading distributor of power management systems to the electric vehicle industry.

ZQ Power-Tech:  Marketing

ZQ Power-Tech has focused its marketing activities in China, with our sales continuing to be made directly by our marketing department.  Although we have long-term plans to expand marketing beyond the PRC, demand remains sufficiently high within China that for the near term we intend to market domestically exclusively.

ZQ Power-Tech:  Environmental Regulation

ZQ Power-Tech’s operations produce no significant quantity of effluent or air-borne pollution.  Therefore ZQ Power-Tech does not incur any significant cost as a result of the environmental regulations of the Chinese government.

 
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ZQ Power-Tech:  Intellectual Property

ZQ Power-Tech owns seven Chinese patents, which are patents on:

 
-
A cellular phone battery pole plate.
 
-
A polymer lithium-ion battery and its production method.
 
-
A large capacity polymer lithium-ion battery and its production method.
 
-
An ultra-thin polymer lithium-ion battery for a miner’s lamp and its production method.
 
-
A walkie-talkie lithium-ion battery and its production method.
 
-
A mobile phone battery and its production method.
 
-
A nano material lithium ion battery and its production process.

We also hold one US patent (Patent No. 6,994,737 B2), which covers a high capacity polymeric lithium-ion cell and its production method.

Since receiving its initial funding in 2003, ZQ Power Tech has consistently devoted substantial resources to the research and development activities necessary to assure that our polymer lithium-ion batteries remain the state of the art.  In 2007, for example, our research and development expenses totaled $383,871, as we developed a second-generation product line and explored the utilization of nanomaterials in our batteries.  In 2008, however, the growth of demand for our products focused our attention on expansion of our facilities.  Research and development expenses in 2008, therefore, were only $4,463, as our technical personnel were dedicated to the build-out of our assembly lines with new equipment.  In 2009, having completed the build-out, we renewed our focus on research and development, with an expenditure of $348,297, followed by a research and development expenditure of $204,567 in 2010, when our technical personnel were again partially diverted by the project of upgrading our assembly lines.

The technology utilized in producing polymer lithium-ion batteries is widely available throughout the world, and is utilized by many competitors, both great and small.  ZQ Power-Tech’s patents give it some competitive advantage with respect to certain products.  However, the key to competitive success will be ZQ Power Tech’s ability to deliver high quality products in a cost-efficient manner.  This, in turn, will depend on the quality and efficiency of the assembly lines that we have been developing at our plant in Harbin.

Wuxi ZQ
 
In light of the rapid expansion of the market for battery-powered vehicles, in May 2009 the Company’s subsidiary, Cashtech Investment Limited, acquired all of the registered capital of Wuxi Angell Autocycle Co., Ltd. (“Wuxi ZQ”) in exchange for three million shares of ABAT common stock.  Since the acquisition, we have been engaged in integrating the operations of Wuxi ZQ with those of ZQ Power-Tech.  Although each subsidiary will continue to maintain its manufacturing operations at its existing location, we are rapidly developing systems for sharing the capabilities of the two companies with respect to technical design, marketing, production and human resources.

Wuxi ZQ is located in the City of Wuxi Economic and Technology Development Zone, in Jiangsu Province, about 100 kilometers west of Shanghai.  Since 2002, Wuxi ZQ has been engaged in the design, development, manufacture and marketing of electric- and hybrid-powered two wheel vehicles, as well as electric-powered agricultural transport vehicles and sport utility e-vehicles.  The prices of Wuxi ZQ vehicles range from $427 to $3,471, with an average selling price of $574.  Wuxi ZQ markets not only complete vehicles but also components, including motors, electronic controls, meters and plastic parts.  Wuxi ZQ has developed a reputation for delivering vehicles that excel in both performance and style.  With low noise, easy maintenance and a stable drive, the Wuxi ZQ scooters and e-bicycles are designed to capture the opportunities presented by China’s recent emphasis on reducing air pollution and the degradation of China’s environment that has accompanied its rapid industrialization.

 
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Before ABAT acquired Wuxi ZQ, Wuxi ZQ was a major customer of ZQ Power-Tech.  Beginning in 2008 Wuxi ZQ and ZQ Power-Tech cooperated in the development of a series of hybrid motorcycles that are outfitted with 48V/15Ah lithium-ion batteries.  A computerized control puts the motorcycle on electric-only drive at low speeds, then initiates the gas engine at higher speeds.  In testing by the China North Vehicle Research Institute, the hybrid motorcycles demonstrated 35 percent lower emissions than conventional gas-powered motorcycles, 20 percent increased fuel economy, and equivalent road performance.  The hybrid products were introduced at industry shows in the U.S. and Europe in early 2009.

Continuing research by ZQ Power-Tech and Wuxi ZQ has produced batteries for fully electric e-bikes and e-scooters that combine remarkable light weight with functionality adequate for most e-bike and e-scooter purposes.  Currently, our medium capacity batteries demonstrate the following characteristics:

 
E-Bike/E-Scooter
Mileage per charge
35 miles
Charge time
3-4 hours
Top speed
25 mph
Battery weight
6.16 pounds
Voltage
36V
Capacity
10 Ah

The combination of these state-of-the-art batteries with the design expertise of the Wuxi ZQ staff has enabled Wuxi ZQ to grow dramatically since it was acquired by Cashtech Investment Limited.  Currently Wuxi ZQ has four production lines within its manufacturing facility, with the capability of expanding production in response to demand.  The production lines currently manufacture 20 types of vehicles, and the full facility is capable of manufacturing 500,000 vehicles per year.  Wuxi’s manufacturing operation has achieved certification under ISO9001:2000 standards, as well as certification under the standards of China’s industrial oversight agencies.

Wuxi ZQ:  Marketing

Wuxi ZQ markets its electric vehicles primarily through a network of distributors in selected locations worldwide.  Most of Wuxi ZQ’s products carry both EEC and DOT(EPA) certification. During 2010, Wuxi ZQ recorded $22 million in sales abroad, to complement $27 million within China.

The worldwide distribution network for Wuxi ZQ vehicles increased substantially during 2010:

 
·
On March 30 and 31, 2010 ZQ Power-Tech held a product promotion conference for its electric vehicles customers from both the domestic and the overseas markets.  Approximately two hundred people participated in the conference, including customers from Netherlands, Chile, Canada, India, Afghanistan, and over a hundred Chinese companies.
 
·
In April 2010, during the International Bicycle Expo in Shanghai,  ZQ Power-Tech signed sales contracts totaling approximately $1.7 million (or 2,500 electric scooters) with European customers, including customers located in Germany, Denmark and the Netherlands.

 
·
In May 2010 Wuxi ZQ signed an agreement with All-Power America to serve as the first U.S.-based distributor for Wuxi ZQ since the May 2009 acquisition.
 
 
·
In September 2010 Menzaghi Motors of Italy placed an order for the aluminum magnesium alloy electric scooters that Wuxi ZQ recently developed to meet demand for a lighter-weight vehicle with higher mileage
 
 
·
In October 2010 we signed an agreement with Kanuni Motorcycle, a well-known motorcycle producer in Turkey, under which Kanuni now sells three types of Wuxi ZQ scooters.
 
 
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In addition to the distributors noted above, Wuxi ZQ’s roster of distributors now includes

 
·
Hi Motors and Ampere Vehicles Pte. Ltd. in India;
 
·
Eco Style Di in Italy;
 
·
DMS Motorlu Araclarsanayi Vetica in Turkey;
 
·
Tinterparts Trading GmbH in Germany;
 
·
Ersico Spol SRO in the Czech Republic;
 
·
D.M.C. (DuurzaawMobiliteits) in the Netherlands;
 
·
Floretti Europe BVBA in Belgium; and
 
·
Autoplaza Holdings in the Philippines.
 
 
In order to present itself as a viable participant in the movement toward “green” vehicles, Wuxi ZQ participates in industry shows and fairs.  Within the past year, Wuxi ZQ has exhibited at the Canton Fair and the China International Bicycle and Motor Fair, among others.

Wuxi ZQ:  Environmental Regulation

The operations of Wuxi ZQ are governed by both national and local environmental regulations.  During the period from November 2009 to February 2010, Wuxi installed an underground sewer in order to achieve compliance with a local environmental protection regulation.  The total cost of the sewer project was 4,684,830 RMB (approximately $685,000).  Wuxi ZQ has not had incurred any other significant expenditures in order to comply with environmental rules.

Wuxi ZQ:  Intellectual Property

Wuxi ZQ owns 14 patents issued by the government of China.  The patents cover inventions by Wuxi ZQ in the areas of e-scooter appearance, electric bicycle appearance, water dispenser design, motor technology, and wheel design.  The patents are issued for ten years, and will terminate at times from 2013 to 2017.

Backlog

ZQ Power Tech’s backlog of sales orders totaled approximately $44.0 million on March 11, 2011, all of which is scheduled for delivery within the current fiscal year.  Wuxi ZQ’s backlog of sales orders totaled approximately $10.3 million on March 11, 2011, all of which is scheduled for delivery within the current fiscal year.  On February 28, 2010, our backlog of orders totaled approximately $49.7 million, $44.3 million of which were orders for batteries or miners’ lamps.

 
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Employees

Advanced Battery Technologies has 4 employees, all of whom are involved in administration in our New York office.  ZQ Power-Tech and Wuxi ZQ collectively have 1,172 employees. 141 are involved in administration, 46 are involved in marketing, and 66 are involved in research and development and related technology services.  The remainder are employed in production capacities.  None of our employees belongs to a collective bargaining unit.

In August 2009 ZQ Power-Tech announced that it had commenced construction of an employee vocational training center within its production base in Shuangcheng, near Harbin.  The training center, which is expected to be completed later in 2011, will cover 25,000 square meters, consisting of an academic center, student activity buildings and a living area. The center will be utilized as a source of skilled personnel for both ZQ Power-Tech and Wuxi ZQ, thus alleviating one of the major hurdles to expansion in both the battery and the electric vehicle industries - recruiting the necessary personnel.

Investment in Cell Phone Distributor

In December 2008 Advanced Battery Technologies purchased a 49% equity interest in Beyond E-Tech, Inc., a corporation located in Texas that distributes cellular telephones manufactured in China to its order by Flying Technology Development Co. and Lenovo China.  The purchase price for the shares was $1.5 million cash.  The purchase agreement provided that as long as Advanced Battery Technologies remains a shareholder of Beyond E-Tech, all phones sold by Beyond E-Tech would be powered by ZQ Power-Tech batteries.  Although the operations of Beyond E-Tech are still in an early stage of development, Advanced Battery Technologies’ management considers the investment a reasonable means of securing a dedicated customer and a potential for ancillary profits.

ITEM 1A.            RISK FACTORS

Investing in our common stock involves a significant degree of risk. You should carefully consider the risks described below together with all of the other information contained in this Report, including the financial statements and the related notes, before deciding whether to purchase any shares of our common stock. If any of the following risks occurs, our business, financial condition or operating results could materially suffer. In that event, the trading price of our common stock could decline and you may lose all or part of your investment.

Risks Attendant to our Business Operations.
 
We may be unable to gain a substantial share of the market for batteries.
 
Our business operations are based on the marketing of rechargeable polymer lithium-ion batteries, both on an OEM basis and as components of our scooters and miner’s lamps.  There are many companies, large and small, involved in the market for rechargeable batteries.  Some of our existing and potential competitors have longer operating histories and significantly greater financial, technical, marketing and other resources.  It will be difficult for us to establish a reputation in the market so that manufacturers chose to use our batteries rather than those of our competitors.  Unless we are able to expand our sales volume significantly, we will not be able to improve the efficiency of our operation.

 
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Our business and growth will suffer if we are unable to hire and retain key personnel that are in high demand.
 
Our future success depends on our ability to attract and retain highly skilled engineers, technical, marketing and customer service personnel, especially qualified personnel for our operations in China. Qualified individuals are in high demand in China, and there are insufficient experienced personnel to fill the demand.  Therefore we may not be able to successfully attract or retain the personnel we need to succeed.

We may not be able to adequately protect our intellectual property, which could cause us to be less competitive.
 
We are continuously designing and developing new technology. We rely on a combination of copyright and trade secret laws and restrictions on disclosure to protect our intellectual property rights. Unauthorized use of our technology could damage our ability to compete effectively.  In China, monitoring unauthorized use of our products is difficult and costly.  In addition, intellectual property law in China is less developed than in the United States and historically China has not protected intellectual property to the same extent as it is protected in other jurisdictions, such as the United States. Any resort to litigation to enforce our intellectual property rights could result in substantial costs and diversion of our resources, and might be unsuccessful.

We may have difficulty establishing adequate management and financial controls in China and in complying with U.S. corporate governance and accounting requirements.
 
The People’s Republic of China has only recently begun to adopt the management and financial reporting concepts and practices that investors in the United States are familiar with.  We may have difficulty in hiring and retaining employees in China who have the experience necessary to implement the kind of management and financial controls that are expected of a United States public company.  If we cannot establish such controls, we may experience difficulty in collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet U.S. standards.
 
We are also subject to the rules and regulations of the United States, including the SEC, the Sarbanes-Oxley Act of 2002 and the rules and regulations of the NASDAQ Stock Market.  We expect to incur significant costs associated with our public company reporting requirements, costs associated with applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the SEC and requirements in connection with the continued listing of our common stock on the NASDAQ Stock Market. If we cannot assess our internal control over financial reporting as effective, or our independent registered public accountants are unable to provide an unqualified attestation report on such assessment, investor confidence and share value may be negatively impacted.

Since most of our assets are located in China, any dividends or proceeds from liquidation are subject to the approval of the relevant Chinese government agencies.
 
Our assets are predominantly located inside China. Under the laws governing Foreign-invested Entities in China, dividend distribution and liquidation are allowed but subject to special procedures under the relevant laws and rules. Any dividend payment will be subject to the decision of the board of directors and subject to foreign exchange rules governing such repatriation. Any liquidation is subject to both the relevant government agency’s approval and supervision as well the foreign exchange control. This may generate additional risk for our investors in case of dividend payment or liquidation.

 
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We have limited business insurance coverage.
 
The insurance industry in China is still at an early stage of development. Insurance companies in China offer limited business insurance products, and do not, to our knowledge, offer business liability insurance. As a result, we do not have any business liability insurance coverage for our operations. Moreover, while business disruption insurance is available, we have determined that the risks of disruption and cost of the insurance are such that we do not require it at this time. Any business disruption, litigation or natural disaster might result in substantial costs and diversion of our resources.

Our operations are international, and we are subject to significant political, economic, legal and other uncertainties (including, but not limited to, trade barriers and taxes that may have an adverse effect on our business and operations.
 
We manufacture all of our products in China and substantially all of the net book value of our total fixed assets is located there. However, we sell our products to customers outside of China as well as domestically. As a result, we may experience barriers to conducting business and trade in our targeted markets in the form of delayed customs clearances, customs duties and tariffs. In addition, we may be subject to repatriation taxes levied upon the exchange of income from local currency into foreign currency, as well as substantial taxes of profits, revenues, assets or payroll, as well as value-added tax. The markets in which we plan to operate may impose onerous and unpredictable duties, tariffs and taxes on our business and products.  Any of these barriers and taxes could have an adverse effect on our finances and operations.

Environmental compliance and remediation could result in substantially increased capital requirements and operating costs.
 
Our operating subsidiaries, ZQ Power-Tech and Wuxi ZQ, are subject to numerous Chinese provincial and local laws and regulations relating to the protection of the environment. These laws continue to evolve and are becoming increasingly stringent. The ultimate impact of complying with such laws and regulations is not always clearly known or determinable because regulations under some of these laws have not yet been promulgated or are undergoing revision. Our consolidated business and operating results could be materially and adversely affected if ZQ Power-Tech or Wuxi ZQ were required to increase expenditures to comply with any new environmental regulations affecting its operations.

We may be required to raise additional financing by issuing new securities with terms or rights superior to those of our shares of common stock, which could adversely affect the market price of our shares of common stock. 
 
We may require additional financing to fund future operations, develop and exploit existing and new products and to expand into new markets. We may not be able to obtain financing on favorable terms, if at all. If we raise additional funds by issuing equity securities, the percentage ownership of our current shareholders will be reduced, and the holders of the new equity securities may have rights superior to those of the holders of shares of common stock, which could adversely affect the market price and the voting power of shares of our common stock. If we raise additional funds by issuing debt securities, the holders of these debt securities would similarly have some rights senior to those of the holders of shares of common stock, and the terms of these debt securities could impose restrictions on operations and create a significant interest expense for us.

 
12

 

The NASDAQ Capital Market may delist our common stock from trading on its exchange, which could limit investors’ ability to effect transactions in our common stock and subject us to additional trading restrictions.
 
Our common stock is listed on the NASDAQ Capital Market. We cannot assure you that our common stock will continue to be listed on the NASDAQ Capital Market in the future.  If the NASDAQ Capital Market delists our common stock from trading on its exchange, we could face significant material adverse consequences including:
 
 
·
a limited availability of market quotations for our common stock;
 
·
a limited amount of news and analyst coverage for our company; and
 
·
a decreased ability to issue additional securities or obtain additional financing in the future.

 We do not intend to pay any cash dividends on our common stock in the foreseeable future and, therefore, any return on your investment in our common stock must come from increases in the fair market value and trading price of our common stock.
 
We have never paid a cash dividend on our common stock.  We do not intend to pay cash dividends on our common stock in the foreseeable future and, therefore, any return on your investment in our common stock must come from increases in the fair market value and trading price of our common stock.

Our international operations require us to comply with a number of U.S. and international regulations.
 
We need to comply with a number of international regulations in countries outside of the United States. In addition, we must comply with the Foreign Corrupt Practices Act, or FCPA, which prohibits U.S. companies or their agents and employees from providing anything of value to a foreign official for the purposes of influencing any act or decision of these individuals in their official capacity to help obtain or retain business, direct business to any person or corporate entity or obtain any unfair advantage. Any failure by us to adopt appropriate compliance procedures and ensure that our employees and agents comply with the FCPA and applicable laws and regulations in foreign jurisdictions could result in substantial penalties or restrictions on our ability to conduct business in certain foreign jurisdictions. The U.S. Department of The Treasury’s Office of Foreign Asset Control, or OFAC, administers and enforces economic and trade sanctions against targeted foreign countries, entities and individuals based on U.S. foreign policy and national security goals. As a result, we are restricted from entering into transactions with certain targeted foreign countries, entities and individuals except as permitted by OFAC which may reduce our future growth.

All of our assets are located in China and changes in the political and economic policies of the PRC government could have a significant impact upon what business we may be able to conduct in the PRC and accordingly on the results of our operations and financial condition.
 
Our business operations may be adversely affected by the current and future political environment in the PRC. The Chinese government exerts substantial influence and control over the manner in which we must conduct our business activities. Our ability to operate in China may be adversely affected by changes in Chinese laws and regulations, including those relating to taxation, import and export tariffs, raw materials, environmental regulations, land use rights, property and other matters. Under the current government leadership, the government of the PRC has been pursuing economic reform policies that encourage private economic activity and greater economic decentralization. There is no assurance, however, that the government of the PRC will continue to pursue these policies, or that it will not significantly alter these policies from time to time without notice.

 
13

 

Our operations are subject to PRC laws and regulations that are sometimes vague and uncertain. Any changes in such PRC laws and regulations, or the interpretations thereof, may have a material and adverse effect on our business.
 
Our principal operating subsidiary, ZQ Power-Tech, is considered a foreign invested enterprise under PRC laws, and as a result is required to comply with PRC laws and regulations. Unlike the common law system prevalent in the United States, decided legal cases have little value as precedent in China. There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including but not limited to the laws and regulations governing our business and the enforcement and performance of our arrangements with customers in the event of the imposition of statutory liens, death, bankruptcy or criminal proceedings. The Chinese government has been developing a comprehensive system of commercial laws. However, because these laws and regulations are relatively new, and because of the limited volume of published cases and judicial interpretation and their lack of force as precedents, interpretation and enforcement of these laws and regulations involve significant uncertainties. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our businesses. If the relevant authorities find us in violation of PRC laws or regulations, they would have broad discretion in dealing with such a violation.

The scope of our business license in China is limited, and we may not expand or continue our business without government approval and renewal, respectively.
 
Our principal operating subsidiary, ZQ Power-Tech, is a wholly foreign-owned enterprise organized under PRC law, commonly known as a WFOE. A WFOE can only conduct business within its approved business scope, which ultimately appears on its business license. In order for us to expand our business beyond the scope of our license, we will be required to enter into a negotiation with the authorities for the approval to expand the scope of our business. We cannot assure you that ZQ Power-Tech will be able to obtain the necessary government approval for any change or expansion of our business scope.

Our business development, future performance, strategic plans, and other objectives would be hindered if we lost the services of our Chairman.
 
Fu Zhiguo is the Chief Executive Officer of Advanced Battery Technologies and of our operating subsidiaries, ZQ Power-Tech and Wuxi ZQ.  Mr. Fu is responsible for strategizing not only our business plan but also the means of financing it.  If Mr. Fu were to leave Advanced Battery Technologies or become unable to fulfill his responsibilities, our business would be imperiled.  At the very least, there would be a delay in the development of Advanced Battery Technologies until a suitable replacement for Mr. Fu could be retained.

ITEM 1B.             UNRESOLVED STAFF COMMENTS

None.

 
14

 

ITEM 2.                PROPERTIES

The People’s Republic of China has given ZQ Power-Tech a lease to use the 72,000 square meter campus in Harbin, China where ZQ Power-Tech’s offices and manufacturing facility are located.  The campus is 24 km from the nearest airport.  The nearest port is Da Lian.  The lease expires in September 2043.  ZQ Power-Tech is not required to pay any rental for the property as long as it continues to utilize the property for manufacturing.  In November 2003 ZQ Power-Tech received ISO9001 certification pertaining to Manufacturing and Quality Control Approval.

From 2004 to 2006 ZQ Power-Tech carried on a program of expanding its production facility.  In 2006 it completed Building A and Building B, 30,000 square feet of manufacturing capacity, which in 2008 ZQ Power-Tech upgraded, so that those two buildings reached a production capacity of approximately $50,000,000 per year, depending on the specific products being produced.   Due to the rapid increase in the Company’s sales, between 2008 and 2009 Management developed additional assembly lines in Building C and Building D.   Then in 2010 management upgraded the production lines in Buildings A and B to again increase productivity.  As a result of these investments in our manufacturing facilities, our Harbin facility now has a annual capacity to produce approximately $100 million in batteries.

The acquisition of the assets of Shenzhen Zhongqiang has again increased our production capacity.  The Shenzhen Zhongqiang facility is lease by Harbin ZQ from an unaffiliated party.  It has a production area of 6,400 square meters.

In January 2011 Cashtech Investment Limited entered into a Land Use Right and Buildings Purchase Contract with Dongguan Qianshum Hardware, Inc.  The Contract contemplates that Cashtech will purchase from Dongguan Qianshun Hardware, Inc. the land and buildings at 3 Middle, Qingxi Town, Dongguan City, Guangdong Province, China.  The buildings consist of four industrial facilities with a total of 36,468 square meters of floor space, an office building with 5,246 square meters, three dormitories with a total of 14,710 square meters, and a power supply facility, and the associated land use right.  The purchase price will be 176 million Renminbi (approximately $26 million).  The parties are currently securing the necessary government approvals for the transfer.  Harbin ZQ expects to initiate battery production activities in the Dongguan City facility in the second half of 2011.

Wuxi ZQ utilizes a 80,000 square meter manufacturing facility in the City of Wuxi with a production floor space of 47,837 square meters.  The research and development division occupies 3,000 square meters.  Most of the remainder is dedicated to inventory, sales and administration.    Wuxi ZQ purchased the right to use the land on which the facilities are located from the Government of China for periods ending in 2053 and 2057.

ITEM 3.               LEGAL PROCEEDINGS

Susquehanna Financial Group, LLLP v. Advanced Battery Technologies, Inc.  In September 2008 Susquehanna Financial Group, LLLP (“SFG”) commenced this action in the Court of Common Pleas of Montgomery County, Pennsylvania (Civil Action No. 08-25505).  SFG alleges that it was party to two contracts with the Company, pursuant to which SFG alleges that it was entitled to serve as financial advisor with respect to any offering of securities by the Company completed prior to March 2009.  SFG alleges that the Company failed to afford SFG the opportunity to serve as financial advisor in connection with the private placement by the Company in August 2008.  SFG alleges that it is entitled to damages in the amount of $1,359,872.46 and a warrant to purchase 81,882 share of the Company’s common stock exercisable at $8.00 per share.  The Company has answered the Complaint, and has denied that SFG was entitled to serve as financial advisor in connection with the August 2008 private placement by reason of the fact that SFG had terminated its agreements with the Company, had waived any continuing rights under the contracts, and had acted in bad faith in connection with the services it undertook to perform for the Company.

 
15

 

Sui-Yang Huang v. Advanced Battery Technologies, Inc.  In September 2009, Sui-Yang Huang commenced this action in the United States District Court for the Southern District of New York (Civil Action:  09 Civ. 8297). The plaintiff was the Company’s Chief Technological Officer at that time.  The complaint alleged that ABAT breached its employment contract with Mr. Huang, and demanded between $1.25 million and $5 million in damages. In May 2010 the Court dismissed the action on grounds of forum non conveniens, subject to the willingness of a forum in China to accept jurisdiction.  In August 2010 Mr. Huang brought a portion of his action in China, but the Chinese Court refused to accept jurisdiction and sent the matter back to the U.S. federal courts.  In March 2011 the United States District Court denied Mr. Huang’s request to reinstate the case in New York, finding that jurisdiction remains available in China.  The Company believes that the alleged claim has no merit and has answered the complaint denying liability.
 
ITEM 4.               RESERVED.

PART II

ITEM 5.               MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a) Market Information

Since February 26, 2008, the Company’s common stock has been listed on the NASDAQ Capital Market under the symbol “ABAT.”  Set forth below are the high and low sales for each of the eight quarters in the past two fiscal years.
 
 
Bid
Quarter Ending
High
Low
March 31, 2009
$  3.04
$  1.68
June 30, 2009
$  4.39
$  2.10
September 30, 2009
$  5.04
$  3.57
December 31, 2009
$  4.26
$  3.08
     
March 31, 2010
$  4.80
$  3.25
June 30, 2010
$  3.98
$  3.02
September 30, 2010
$  3.88
$  3.06
December 31, 2010
$  4.34
$  3.55


 
16

 

(b) Shareholders

Our shareholders list contains the names of 398 registered stockholders of record of the Company’s Common Stock.

(c)  Dividends

The Company has never paid or declared any cash dividends on its Common Stock and does not foresee doing so in the foreseeable future.  The Company intends to retain any future earnings for the operation and expansion of the business.  Any decision as to future payment of dividends will depend on the available earnings, the capital requirements of the Company, its general financial condition and other factors deemed pertinent by the Board of Directors.
 
(d)  Securities Authorized for Issuance Under Equity Compensation Plans

The information set forth in the table below regarding equity compensation plans (which include individual compensation arrangements) was determined as of December 31, 2010.

 
Number of securities to be issued upon
exercise of outstanding options,
warrants and rights
Weighted average exercise price
of outstanding options,
warrants and rights
Number of securities remaining
available for future issuance
under equity compensation plans
Equity compensation plans approved by security holders
0
N.A.
5,000,000(1)
Equity compensation plans not approved by security holders
340,000
$2.66
891,000(2)
                              Total
340,000
$2.66
5,891,000
___________________________
 
(1)
In 2009 the Board of Directors and shareholders approved the 2009 Equity Incentive Plan.  The Plan authorized the Board to issue up to 5,000,000 common shares during the ten year period of the Plan.  The shares may be awarded to employees or directors of Advanced Battery Technologies or its subsidiaries as well as to consultants to those entities.  The shares may be awarded as outright grants or in the form of options or restricted stock.  5,000,000 shares remain available for issuance under the plan.

(2)
In 2006 the Board of Directors adopted the 2006 Equity Incentive Plan.  The Plan authorized the Board to issue up to 8,000,000 common shares during the ten year period of the Plan.  The shares may be awarded to employees or directors of Advanced Battery Technologies or its subsidiaries as well as to consultants to those entities.  The shares may be awarded as outright grants or in the form of options, restricted stock or performance shares.  891,000 shares remain available for issuance under the plan.

 
17

 
 
(e)  Sale of Unregistered Securities
 
Advanced Battery did not effect any unregistered sales of equity securities during the 4th quarter of 2010.

(f) Repurchase of Equity Securities
 
Advanced Battery did not repurchase any shares of its common stock during the 4th quarter of 2010.

ITEM 6.               SELECTED FINANCIAL DATA

   
2010
   
2009
   
2008
   
2007
   
2006
 
Revenue
  $ 97,128,668     $ 63,561,925     $ 45,172,111     $ 31,897,618     $ 16,329,340  
Net Income/(Loss)
  $ 36,726,318     $ 21,802,052     $ 20,186,932     $ 10,205,406     $ 8,040,752  
Net Income/(Loss) Per Share – Diluted
  $ 0.48     $ 0.36     $ 0.39     $ 0.21     $ 0.17  
Total Assets
  $ 227,598,470     $ 157,826,354     $ 77,752,231     $ 38,723,210     $ 22,521,982  
Long-Term Debt
  $ 14,775,650     $ 20,247,182     $ 3,429,992     $ 411,263     $ 384,413  
Shareholders’ Equity
  $ 205,202,089     $ 132,374,846     $ 73,024,603     $ 36,476,504     $ 23,206,350  
Shareholders’ Equity Per Share
  $ 2.69     $ 1.93     $ 1.33     $ 0.73     $ 0.47  

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

Results of Operations

Year Ended December 31, 2010 Compared to Year Ended December 31, 2009

The following tables present certain consolidated statement of operations information. Financial information is presented for the year ended December 31, 2010 and 2009 respectively.

   
For the Year Ended December 31,
 
               
Change
 
   
2010
   
2009
   
Amount
   
%
 
Revenues
  $ 97,128,668     $ 63,561,925     $ 33,566,743       52.8 %
Cost of Goods Sold
    51,231,779       35,169,478       16,062,301       45.7 %
Gross Profit
    45,896,889       28,392,447       17,504,442       61.7 %
Operating Expenses
    8,047,425       10,238,470       (2,191,045 )     (21.4 )%
Operating Income
    37,849,464       18,153,977       19,695,487       108.5 %
Net Income
  $ 36,726,318     $ 21,802,052     $ 14,924,266       68.5 %
 
 
18

 

Revenues
 
We had total revenues of $97,128,668 for 2010, an increase of $33,566,743 or 52.8%, compared to $63,561,925 for 2009. The increase in revenues was primarily due to the contribution of sales from the electric vehicle business, which the Company acquired on May 4, 2009.  Sales of electric vehicles for 2010 were $49,199,892 as compared to $20,329,895 for 2009. The increase is attributable to (a) the fact that 2009 results include only the period from May 4, 2009 to December 31, 2009, and (b) efforts by our management to make Wuxi ZQ more responsive to the requirements of its distributors.

Our battery sales increased by 10.9% to $47,928,776 in 2010.  The entire increase, however, is attributable to the medium capacity batteries that we manufacture for use in electric scooters, electric bicycles, power tools, miners’ lamps, searchlights, etc.  Sales of our medium capacity batteries more than doubled from 2009 to 2010.  That sales revenue, moreover, does not take into account deliveries of batteries from ZQ Power-Tech to Wuxi ZQ for use in the vehicles sold by Wuxi ZQ, an intra-company market for our medium capacity batteries that is also expanding as Wuxi ZQ sales grow.

In the years ended December 31, 2010 and 2009, the contribution of batteries in our four sales categories as well as the contribution of electric vehicles to our total revenues was:
 
   
For the Year Ended December 31,
 
   
2010
   
% (of total
revenue)
   
2009
   
% (of total
revenue)
 
Small Capacity Battery
  $ 4,643,922       4.8 %   $ 4,040,333       6.4 %
Medium Capacity Battery
    19,699,077       20.3 %     9,923,292       15.6 %
Large Capacity Battery
    15,654,884       16.1 %     16,257,711       25.6 %
Miner's Lamp
    7,930,893       8.2 %     13,010,694       20.5 %
Electric Vehicle
    49,199,892       50.7 %     20,329,895       32.0 %
              Total
  $ 97,128,668       100.0 %   $ 63,561,925       100.0 %

As shown above, sales of the small capacity batteries that were our primary products in our early years remain flat, as they have been for several years. Sales of miner’s lamps fell by 39%, as our primary contract, a three year contract with a Hong Kong-based mining company made in 2006, expired, and we have been unable to replace the sales.  Sales of the large capacity batteries (used for electric sanitation vehicles, stationary applications, and other large scale battery applications) fell by 3.7% from 2009 to 2010, primarily due to slower-than-expected growth from our customers.   We nevertheless expect growth in the large capacity battery portion of our business in coming years, as China’ strong recent emphasis on environmentally sound growth should result in expansion of the electric vehicle industry in China.

The reorientation of our business from its earlier focus on small capacity batteries to the current situation in which medium and large capacity batteries dominate our battery revenues has been beneficial to our overall business.  The margins that we are able to achieve in selling larger capacity batteries are significantly greater than the margins we achieve in selling smaller capacity batteries, due primarily to the relative amount of competition in the different markets.  Our challenge in integrating the Shenzhen Zhongqiang operations into our battery operation during 2011 will be to maintain our margins, as the primary market for the current products of Shenzhen Zhongqiang has been smaller applications.

 
19

 

 Gross Profit
 
Our cost of goods sold consists of the cost of raw materials, labor costs and production overhead. In 2010, although our revenue increased by 52.8%, our cost of goods sold increased by only 45.7%, from $35,169,478 to $51,231,779, compared to 2009. The increased profitability of our sales is mainly attributable to improved production efficiencies in our electric vehicles operations.  Since the acquisition of Wuxi ZQ in May 2009, we have worked aggressively to control production costs at Wuxi ZQ. As a result, the gross margin on our sales of electric vehicles was over 40%, compared to 33% in 2009. The overall result was an increase in our gross margin from 44.7% in 2009 to 47.3% in 2010.
   
 Operating expenses
 
The Company’s operating expenses decreased by 21.4%, from $10,238,470 in 2009 to $8,047,425 in 2010.  The decrease occurred despite the fact that operating expenses in ZQ Power-Tech, our main battery production base in China, increased by approximately $1.0 million during 2010, primarily due to increased depreciation as a result of the upgrade to our production facilities completed in 2010.  The primary reasons for the year-to-year decrease in operating expenses were:
 
 
·
In 2009 we incurred a special $1 million advertising expense, as we utilized a prepaid advertising credit held by Wuxi ZQ to introduce its new management to the electric vehicle market.
 
·
Our research and development expenses fell by $143,730 from 2009 to 2010.
 
·
In 2009 we recorded an allowance of $208,876 for doubtful accounts and inventory wastage; in 2010 we reversed $296,241 of allowance items, as we succeeded in collecting accounts that had been written off.
 
·
The implementation of our management principles at Wuxi ZQ led to reduced expenses throughout the administration of that company.
 
·
Our stock-based compensation expense decreased by $326,090 from 2009 to 2010, as a fully-vested grant of options to our senior management in 2009 was not replicated in 2010.

Included in our general and administrative expense during the year ended December 31, 2010 was $1,715,939 attributable to amortization of the market value of stock that we granted to employees or consultants.  This non-cash expense resulted from our use of stock during our early years to incentivize key individuals.  The market value of the stock at the time it was issued is being amortized over the term of the employee’s or consultant’s services, thus:
 

In the case of employees, the period of amortization is based on a vesting schedule included in the employees’ contracts.  The average vesting period for the employees is 3.09 years.  

In the case of consultants, the period of amortization is based on the term of the consulting contracts, although amortization will be accelerated if the consulting relationship ceases.  Again, to date, the consultants who received stock have remained involved in the Company’s affairs, so there has been no acceleration of amortization.


 
20

 

At December 31, 2010 there remained $5,608,066 in unamortized stock compensation on the Company’s books.  The amortization of this sum will contribute to our operating expenses as described above.

During 2010 we recorded $6,091,426 in other income (expenses).  The primary components of this charge were:
 
 
·
$362,348 in net interest income, mainly due to the  $160,000 in interest income that we earned by lending $1.6 million to a non-related company, Harbin Jinhuida Investment Consulting Limited, at an interest rate of 10% per annum, and the interest on our cash deposited in Chinese banks. During 2009 we had a net interest expense of $210,322 primarily arising from the bank debt on the books of Wuxi ZQ when we acquired it, which we satisfied in full during the first quarter of 2010
 
 
·
an investment loss of $8,197 related to our investment in Beyond E-Tech, Inc., a Texas corporation that distributes cellular telephones in the United States.  The acquisition has been recorded as an “investment in unconsolidated entity” on our balance sheet, and our participation in that business is accounted for through the equity method. 
 
 
·
income of $5,471,531 related to the change in the fair value of our outstanding common stock purchase warrants.

This last item arises from the Company’s issuance of warrants in 2008 and 2009 in conjunction with the issuance of common shares or convertible preferred stock. The warrants permit the investors to buy additional common shares at the prices specified in the warrant agreements.  Because the Company may be required to repurchase the warrants at their fair value in certain circumstances, the fair value of the warrants has been recorded as a liability on our balance sheet.  At the end of each quarter, we re-calculate the fair value of the warrants using the Black-Scholes model, and record any increase or decrease in that fair value as other income or other expense.   During 2010, the reduction in the fair value of the warrants was $5,471,531, which was recognized as other income for the year ended December 31, 2010.  During 2009, the reduction in the fair value of the warrants was $666,839, which was likewise recognized as other income.  If in future quarters the warrants increase in value (e.g. by reason of an increase in the market price of our common stock), we will record an other expense equal to the amount of the increase.

During 2009 the primary component of our other income (expense) was a gain on bargain purchase of $8,645,276 arising from our acquisition of Wuxi ZQ in May 2009.   Wuxi ZQ had been experiencing operational difficulties and lacked sufficient working capital for successful business operations.  The former owners decided to sell their company at a loss and turn their attention to other business matters.  Advanced Battery, on the other hand, believed that its management talent and the synergies between its business and that of Wuxi ZQ could convert Wuxi ZQ into a profitable operation.  As a result of these factors, we were able to purchase Wuxi ZQ for $3,000,000 plus 3,000,000 common shares with a market value of $9,870,000.  However, after we reviewed the assets and obtained audited historical values, we determined that the fair value of the net assets of Wuxi ZQ was $21,515,276.  We recorded the $8,645,276 difference as “other income.”  The two principal components of the Wuxi ZQ assets, whose total value was recorded at $40,273,510, were:
 
 
·
Fixed assets, recorded at $21,908,014.  We determined the value of fixed assets by reference to their replacement cost, based upon the market price of comparable assets with similar residual lives.
 
 
·
Intangible assets, recorded at $13,378,643, consisting of land use rights valued at $12,046,892_ and patents, goodwill and marketing network, valued at $1,331,751.  We determined the value of the land use rights by reference to the market value of comparable rights.  We determined the value of Wuxi ZQ’s patents, goodwill and marketing network by calculating the present value of the future revenue expected to be produced from use of those assets.

 
21

 
 
Our determination that we had realized a gain of $8.6 million as a result of the acquisition of Wuxi ZQ, therefore, was based on management’s assessment of the fair value of the assets acquired.  That assessment involved decisions regarding comparability of assets and assumptions about the future revenue that Wuxi ZQ would realize.  Those decisions and assumptions were merely based on management’s best estimates, and the conclusions could be materially inaccurate or different if the assessment were performed by different parties using the same assumptions.

The Company’s revenue less expenses produced pre-tax income of $43,940,891 for the year ended December 31, 2010, an increase of $16,348,653 from 2009.  In 2010, our domestic (U.S.) pre-tax income was $ 880,057, including $5,471,531 other income due to change in fair value of warrants).  We incurred no domestic tax on that income.  Our foreign (China) pre-tax income was $43,060,834. The standard corporate tax rate in China is 25%.  However, as a result of Chinese tax laws that reward foreign investment in China, through 2010 ZQ Power-Tech was entitled to a 50% tax abatement, which resulted in an effective corporate tax rate of approximately 12.5%.  The income tax accrued as a result of our operations, therefore, was $7,650,861.  In addition, we accrued a deferred income tax benefit of $436,288 in 2010 because of the reduction in our bad debt and inventory allowance. After taxes of $7,214,573 realized in the year ended December 31 2010, our net income was $ 36,726,318 ($.48 per share, fully diluted), representing a 68.5% increase over 2009 when we earned $.36 per share fully diluted.   

Our business operates primarily in Chinese Renminbi, but we report our results in our SEC filings in U.S. Dollars.  The conversion of our accounts from RMB to Dollars results in translation adjustments.  While our net income is added to the retained earnings on our balance sheet; the translation adjustments are added to a line item on our balance sheet labeled “accumulated other comprehensive income,” since they are more reflective of changes in the relative values of U.S. and Chinese currencies than of the success of our business.  During 2010 the effect of converting our financial results to Dollars was to add $5,913,487 to our accumulated other comprehensive income. During 2009, the translation adjustment reduced our accumulated other comprehensive income by $511,770.

Year Ended December 31, 2009 Compared to Year Ended December 31, 2008
 
The following tables present certain consolidated statement of operations information. Financial information is presented for the year ended December 31, 2009 and 2008 respectively.
 
   
For the Year Ended December 31,
 
               
Change
 
   
2009
   
2008
   
Amount
   
%
 
Revenues
  $ 63,561,925     $ 45,172,111     $ 18,389,814       40.7 %
Cost of Goods Sold
    35,169,478       23,122,610     $ 12,046,868       52.1 %
Gross Profit
    28,392,447       22,049,501     $ 6,342,946       28.8 %
Operating Expenses
    10,238,470       3,267,872     $ 6,970,598       213.3 %
Operating Income
    18,153,977       18,781,629     $ (627,652 )     -3.3 %
Net Income
  $ 21,802,052     $ 20,186,932     $ 1,615,120       8.0 %


 
22

 

Revenues
 
We had total revenues of $63,561,925 for 2009, an increase of $18,389,814 or 40.7%, compared to $45,172,111 for 2008. The increase in revenues was primarily due to the contribution of sales from the electric vehicle business, which the Company acquired on May 4, 2009.  Sales of electric vehicles after May 4, 2009 totaled $20,329,895.  At the same time, the acquisition of Wuxi ZQ resulted in flat year-to-year results in battery sales, since Wuxi Angell had been a major customer of our battery business.    Sales of batteries to Wuxi ZQ are included in our 2008 financial results and excluded from our 2009 financial results, since we acquired ownership of Wuxi ZQ in May 2009.  If sales to Wuxi ZQ are excluded from our 2008 results, our revenue from battery sales increased by around $4.7 million in 2009, compared to 2008.

The growth in our battery business has been accompanied by a reorientation in the relative importance of different battery sizes.  When we first entered the battery business in 2003 and during the following years, the bulk of our sales were small capacity batteries, primarily those used in consumer electronic devices.  Our growth, however, has been propelled by customers for our medium capacity batteries (used for electric scooters, electric bicycles, power tools, miners’ lamps, searchlights, etc.) and large capacity batteries (used for electric sanitation vehicles, stationary applications, and other large scale battery applications). In the years ended December 31, 2009 and 2008, the contribution of batteries in these categories as well as the contribution of electric vehicles to our total revenues was:

   
Year ended December 31, 2009
   
Year ended December 31, 2008
 
   
Amount (US$)
   
%
(of total revenue)
   
Amount (US$)
   
%
(of total revenue)
 
Small Capacity Battery
    4,040,333       6.36 %     4,727,223       10.5 %
Medium Capacity Battery
    9,923,292       15.61 %     16,200,079       35.9 %
Large Capacity Battery
    16,257,711       25.58 %     13,467,511       29.8 %
Miner's Lamp
    13,010,694       20.47 %     10,777,298       23.8 %
Electric Vehicle
    20,329,895       31.98 %     0       0 %
Total
    63,561,925       100.00 %     45,172,111       100 %

The increase in the portion of our revenue attributable to medium and large capacity batteries has been beneficial to our overall business.  The margins that we are able to achieve in selling larger capacity batteries are significantly greater than the margins we achieve in selling smaller capacity batteries, due primarily to the relative amount of competition in the different markets.
 
 
At February 28, 2010 we had a backlog of around $49.7 million for delivery throughout the next 12 months, including a battery backlog of approximately $44.3 million.

Gross Profit.
 
Our cost of goods sold consists of the cost of raw materials, labor costs and production overhead. In 2009, our revenue increased by 40.7% and our cost of goods sold increased by 52.1%, from $23,122,610 to $35,169,478, compared to 2008. This disparate growth in cost of sales is mainly attributable to the higher proportion of sales from lower margin products, i.e. electrical vehicles. After eliminating intercompany sales, during May 4 to the end of 2009 Wuxi ZQ achieved only approximately 33.2% gross margin, while our battery manufacturing operations achieved a 49.9% gross margin.  The overall result of combining our operations with those of Wuxi ZQ was a reduction in our gross margin from 48.8% in 2008 to 44.7% in 2009.

 
23

 

Operating expenses
 
The Company’s operating expenses increased by 213.3%, from $3,267,872 in 2008 to $10,238,470 in 2009.  The increase was almost entirely attributable to the expansion of our operations, as operating expenses in Heilongjiang ZQPT, our main battery production base in China, increased by only $0.20 million during 2009.  The primary reasons for the year-to-year increase in operating expenses were:
 
 
·
$4.2 million in selling and administration expenses incurred by Wuxi ZQ after the acquisition on May 4 2009. Wuxi ZQ’s selling expenses included $1,000,000 advertising expense.
 
 
·
Higher administration expenses related to our US office, including salaries, legal fees and marketing expenses related to our equity offerings and annual meeting, as well as expenses attributable to ongoing litigation.
 
 
·
An increase of $1,326,177 in  noncash stock and option compensation amortization expense in 2009

During 2009 we recorded $9,438,261 in other income (expenses).  Some components of this charge were:

 
·
$210,321 in net interest expenses;
 
 
·
an investment loss of $17,401 related to our investment in Beyond E-Tech, Inc.;
 
 
·
an income of $666,839 related to the change in the fair value of our outstanding common stock purchase warrants, the reasons for which are set forth above; and.
 
 
·
a $8,645,276 gain on bargain purchase arising from our acquisition of Wuxi ZQ, the reasons for which are set forth above.
 
In 2009, we realized $210,321 in net interest expenses.  We incurred $501,096 in interest expense on Wuxi ZQ’s short-term bank loan.  This was partially offset by $160,000 in interest income that we earned by lending $1.6 million to a non-related company, Harbin Jinhuida Investment Consulting Limited, at an interest rate of 10% per annum, and by interest on our cash deposited in Chinese banks. Additionally, in 2009 we recognized $336,906 income due to the forgiveness of interest payable on our existing short-term loans after negotiation with banks who loaned to Wuxi ZQ before acquisition.

Furthermore, for the year ended December 31 2009, we recognized a $17,401 investment loss from our 49% equity investment in Beyond E-Tech, Inc., a Texas corporation recently organized to engage in distributing cellular telephones in the United States.  The acquisition has been recorded as an “investment in unconsolidated entity” on our balance sheet, and our participation in that business will be accounted for through the equity method.  Because Beyond E-Tech incurred a net loss of $35,512 in 2009, we recorded a $17,401 reduction in the value of its equity on our books.

During 2009, the change in the fair value of warrants was $666,839, which was recognized as other income for the year ended December 31, 2009.  During 2008, the change in the fair value of warrants was $4,090,812, which was recognized as other income for the year ended December 31, 2008.  If in future quarters the warrants increase in value (e.g. by reason of an increase in the market price of our common stock), we will record an other expense equal to the amount of the increase.

 
24

 

The Company’s revenue less expenses produced pre-tax income of $27,592,238 for the year ended December 31, 2009, representing an increase of $4,682,899 from 2008.  In 2009, our domestic (U.S.) pre-tax loss was $ 3,686,549 (including $666,839 other income due to change in fair value of warrants); foreign (China) pre-tax income was $27,791,749, which includes the $8,645,276 gain on bargain purchase recognized in the second quarter of 2009. The income tax accrued as a result of our operations was $2,764,339.  The deferred income tax accrued in 2009 because of the gain on bargain purchase was $3,025,847. As a result of Chinese tax laws that reward foreign investment in China, currently and through 2010 ZQ Power-Tech is entitled to a 50% tax abatement, which results in an effective corporate tax rate of approximately 12.5%.  After taxes of $5,790,186 realized in the year ended December 31 2009, our net income was $ 21,802,052, representing an 8.0% increase over 2008.   

Liquidity and Capital Resources

The growth of our Company has been funded by capital contributions - initially those of our founders and in recent years capital raised by the sale of equity to private investors and current earnings. During the first quarter of 2010 we satisfied all of the bank debt that had been incurred by Wuxi ZQ prior to our acquisition of that company.  As a result, at December 31, 2010 we had no outstanding debt.

At December 31, 2010 we had two long term liabilities, neither of which will require a cash payment in the near term:

 
·
A deferred tax liability  that arose from the gain on bargain purchase we realized in connection with our acquisition of Wuxi ZQ; and
 
 
·
Warrant liability of $11,749,803 attributable to the warrants that we issued in connection with the three equity financing transactions in 2008 and 2009.  Pursuant to provisions of ASC 815, the present value of the outstanding warrants is considered a liability.

The table below sets forth our debt service obligations as of December 31, 2010.
         
Less than
                 
More than 5
 
      Contractual Obligations
 
Total
   
1 Year
   
1-3 Years
   
4-5 Years
   
Years
 
Long-Term Debt Obligations–
  $ 0     $ 0     $ 0     $ 0     $ 0  
Operating Lease Obligations
  $ 161,860     $ 119,835     $ 42,025     $ 0     $ 0  
Purchase Obligations
  $ 4,636,199     $ 4,636,199     $ 0     $ 0     $ 0  
       TOTAL
  $ 4,798,059     $ 4,756,034     $ 42,025     $ 0     $ 0  

In December 2010 the Company sold 7,500,000 shares of common stock and 3,750,000 warrants to purchase common stock at $4.00 per share.  The warrants will expire in December 2011.  The purchasers were institutional funds.  The net proceeds of the placement was $28,471,500.

At December 31, 2010 the Company had a working capital balance of $131,151,764, an improvement from our working capital balance of $83,453,937 at December 31, 2009.  We had $111,128,070 cash, an increase of $58,204,712 from our cash balance of $52,923,358 at December 31, 2009.  The primary reason for the improvement in working capital and cash was the strong positive operating cash flows and the equity offering we completed in December 2010.

 
25

 

 During 2011 we will be using a significant portion of our cash reserves for two purposes:

 
·
In January 2011 we completed the purchase of the assets of Shenzhen Zhongqiang.  A balance of $8.5 million on account of the purchase price remained due and payable in the first quarter of 2011.  We also expect to incur expenses in consolidating those operations with our existing battery operations.
 
 
·
In January 2011 we agreed to purchase a manufacturing site in Dongguan City for approximately $26 million.  We plan to outfit it for battery production during 2011 at an additional cost of approximately $25 million.

Despite these commitments, we have sufficient liquidity to fund our near-term operations and capital expenditures. If we determine that additional funds are needed for other attractive growth opportunities or for the full implementation of our long term expansion plans for Wuxi ZQ, we have over $57 million in property, plant and equipment that are free of liens which could be used as collateral for potential loans.  We believe that secured lenders would look favorably on our strong financial position, positive cash flows as well as promising business prospects, and that secured financing will be available on favorable terms if needed.

Given the financial resources available to the Company, management believes that it has sufficient capital and liquidity to sustain operations for the foreseeable future.

Application of Critical Accounting Policies

In preparing our financial statements we are required to formulate working policies regarding valuation of our assets and liabilities and to develop estimates of those values.  In our preparation of the financial statements for 2010 there were four estimates made which were (a) subject to a high degree of uncertainty and (b) material to our results.  They were:

 
·
The first was our determination, detailed in Note 2 to the Financial Statements under the heading “revenue recognition,” that we had no need of a reserve for warranty costs.  The primary reason for the determination was the fact that we have received no warranty claims to date.
 
 
·
The second was our determination, detailed in Note 4 to the Financial Statements, to reserve the full amount of Wuxi ZQ’s outstanding loans receivable, $979,692.  The determination was based on our inability to obtain assurances that the loans were collectable.
 
 
·
The third was our determination, detailed in Note 11 to the Financial Statements, to record no impairment of Wuxi ZQ’s intangible assets.  The determination was based on our evaluation of the future cash flows from Wuxi ZQ’s business, which exceeded the carrying cost of the intangible assets.
 
 
·
The fourth was our determination of the fair value of our outstanding warrants, detailed in Note 17 to the Financial Statements.  The calculation of fair value was based on the historic volatility of the market price for our common stock as well as our conclusion regarding a contemporaneous risk-free interest rate.  These factors, however, may not accurately measure that cost that the Company might incur if we were required to redeem the warrants.

We made no material changes to our critical accounting policies in connection with the preparation of financial statements for 2010.

 
26

 

Impact of Accounting Pronouncements

There were no recent accounting pronouncements that have had a material effect on the Company’s financial position or results of operations.  The following recent accounting pronouncements have been considered by the Company in preparing its financial statements for the year ended December 31, 2010.

In December 2009, FASB issued new guidance regarding improvements to financial reporting by enterprises involved with variable interest entities. The new guidance provides an amendment to its consolidation guidance for variable interest entities and the definition of a variable interest entity and requires enhanced disclosures to provide more information about an enterprise’s involvement in a variable interest entity. This amendment also requires ongoing assessments of whether an enterprise is the primary beneficiary of a variable interest entity and is effective January 1, 2010. The Company adopted this guidance on January 1, 2010 which had no impact on our consolidated financial statements.

In January 2010, FASB issued an amendment to its accounting for distributions to shareholders with components of stock and cash. This new guidance clarifies that the stock portion of a distribution to shareholders that allows them to elect to receive cash or shares with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance. This guidance is effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The Company adopted this amendment on January 1, 2010 which had no impact from the adoption of this guidance since we have never declared dividends on our common stock.

In January 2010, FASB issued an amendment regarding improving disclosures about fair value measurements. This new guidance requires some new disclosures and clarifies some existing disclosure requirements about fair value measurement. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. There was no impact from the adoption of this guidance to our consolidated balance sheets or statements of income as the amendment only addresses disclosures.

In April 2010, FASB issued an amendment to Stock Compensation. The amendment clarifies that an employee stock-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity shares trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. We do not anticipate any impact from our adoption of this guidance since our stock-based payment awards have an exercise price denominated in the same currency of the market in which our Company shares are traded.

In December 2010, FASB issued an amendment to goodwill impairment test. The amendments modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that impairment may exist. The qualitative factors are consistent with the existing guidance and examples, which require that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. Early adoption is not permitted. We do not anticipate any impact from our adoption of this guidance since we do not have goodwill for any reporting unit that has zero or negative carrying amounts at December 31, 2010.

 
27

 

In December 2010, FASB issued an amendment to the disclosure of supplementary pro forma information for business combinations. The amendments in this ASU specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted, but was not elected.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.

ITEM 7A.             QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Our operating subsidiary, ZQ Power-Tech, carries on business exclusively in Chinese Renminbi.  Therefore it does not have any derivative instruments or other financial instruments that are market risk sensitive.

 
28

 

ITEM 8.                FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Report of Independent Registered Public Accounting Firm - EFP Rotenberg LLP
F-30
   
Report of Independent Registered Public Accounting Firm - Friedman LLP
F-31
   
Report of Independent Registered Public Accounting Firm - Bagell, Josephs, Levine & Company, L.L.C.
F-32
   
Consolidated Balance Sheets as of December 31, 2010 and 2009
F-33
   
Consolidated Statements of Income and Other Comprehensive Income for the years ended December 31, 2010, 2009 and 2008
F-34
   
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2010, 2009 and 2008
F-35
   
Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008
F-36
   
Notes to Consolidated Financial Statements
F-37



 
29

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders
Advanced Battery Technologies, Inc.

We have audited the accompanying balance sheet of Advanced Battery Technologies, Inc. as of December 31, 2010, and the related statements of income, stockholders’ equity and comprehensive income, and cash flows for the year ended December 31, 2010.  We also have audited Advanced Battery Technologies, Inc.’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Advanced Battery Technologies, Inc.’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting.  Our responsibility is to express an opinion on these financial statements and an opinion on the company’s internal control over financial reporting based on our audits.
   
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 financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audit of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.
   
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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.
  
A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in Management's Report on Internal Control over Financial Reporting: (a) a lack of expertise in identifying and addressing complex accounting issues under U.S. Generally Accepted Accounting Principles among the personnel in the Company’s accounting department, which has resulted in errors in accounting that necessitated a restatement of the financial statements for 2008 and 2009 and (b) inadequate review by management personnel of the Company’s reports prior to filing, which resulted in errors in prior filings that necessitated the filing of amendments to the 2009 Annual Report and the Quarterly Reports through the quarter ended September 30, 2010.  These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2010 financial statements.

In our opinion, because of the effect of the material weaknesses described above on the achievement of the objectives of the control criteria, Advanced Battery Technologies, Inc. has not maintained effective internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Advanced Battery Technologies, Inc. as of December 31, 2010 , and the results of its operations and its cash flows for the year ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.
/s/ EFP Rotenberg, LLP
EFP Rotenberg, LLP
Rochester, New York
March 16, 2011
 
 
 
F-30

 


To the Board of Directors and
Stockholders of Advanced Battery Technologies, Inc
 
We have audited the accompanying balance sheets of Advanced Battery Technologies, Inc as of December 31, 2009, and the related statements of income, stockholders’ equity and comprehensive income, and cash flows for the year ended December 31, 2009. We also have audited Advanced Battery Technologies, Inc’s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Advanced Battery Technologies, Inc’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the company’s internal control over financial reporting based on our audits. .  The consolidated financial statements of Advanced Battery Technologies, Inc. and subsidiaries as of December 31, 2008 and for the each of the two years in the period ended December 31, 2008 were audited by other auditors who have ceased operations.  Those auditors expressed an unqualified opinion on those financial statements in their report dated March 12, 2009.
  
We conducted our audits 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 financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
         
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
 
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.
 
A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified and included in its restated assessment the following material weaknesses as of December 31, 2009: a lack of expertise in identifying and addressing complex accounting issues under U.S. Generally Accepted Accounting Principles among the personnel in the Company’s accounting department, which has resulted in certain errors in accounting identified in Note 24 to the Consolidated Financial Statements and inadequate review by management personnel of the Company’s reports prior to filing, which has resulted in errors identified on the cover page of this amended report as the reasons for the amendment.  These material weaknesses resulted in restatements of the Company's previously issued consolidated financial statements as of December 31, 2008 and 2009, and for each of the years in the two-year period ended December 31, 2009, and the financial information for each of the quarters in 2009 and September 30, 2008.
 
As discussed above, the consolidated financial statements of Advanced Battery Technologies, Inc. and subsidiaries were audited by other auditors who have ceased operations.  As discussed in Note 24, there financial statements have been restated.  We have audited the adjustments described in Noted 24 that were applied to restate the December 31, 2008 consolidated financial statements.  In our opinion, such adjustments are appropriate and have been properly applied.  We were not engaged to audit, review or apply any procedures to the 2008 and 2007 consolidated financial statements of the Company other than with respect to these adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2008 and 2007 consolidated financial statements taken as a whole.
 
As discussed in Note 24 to the consolidated financial statements, the Company restated its 2009 consolidated financial statements. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects the consolidated financial position of Advanced Battery Technologies, Inc. as of December 31, 2009, and the consolidated results of the operations and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.  Also in our opinion, Advanced Battery Technologies, Inc did not maintain effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
 
 
/s/ Friedman LLP
Friedman LLP
Marlton ,NJ 08053
March 29, 2010 except for Notes 2,3,16,18 and 24 which the date is February 18, 2011

 
F-31

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Advanced Battery Technologies, Inc.
 
We have audited, before the effects of the adjustments for the correction of the error described in Note 24, the accompanying statements of income and comprehensive income, changes in stockholders’ equity and cash flows of Advanced Battery Technologies, Inc. for the year ended December 31, 2008. We have also audited the Company’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organization of the Treadway Commission. (COSO).The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.
 
We conducted our audits 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 financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audit of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
 
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
 
Because its inherent limitations, internal control over financial reporting, may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
In our opinion, except for the restatement described in Note 24, the 2008 consolidated financial statements referred to above present fairly, in all material respects, the results of its operations and its cash flows for the year ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
 
We were not engaged to audit, review, or apply any procedures to the adjustments related to the restatement described in Note 24 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied.  Those adjustments were audited by Friedman LLP.

 
/s/ BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.
Bagell, Josephs, Levine & Company, L.L.C.
Marlton, NJ 08053
March 12, 2009



 
F-32

 

ADVANCED BATTERY TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
   
December 31,
   
December 31,
 
   
2010
   
2009
 
ASSETS
        (Restated)  
Current Assets:
           
Cash and cash equivalents
  $ 111,128,070     $ 52,923,358  
Accounts receivable, net
    16,084,366       22,406,927  
Inventories, net
    5,224,553       3,680,098  
Loan receivable
    1,600,000       1,600,000  
Other receivables
    272,888       107,751  
Advance to suppliers, net
    4,015,313       7,940,129  
Deferred tax asset
 
447,305 
   
- 
 
Total Current Assets
    138,772,495       88,658,263  
                 
Property, plant and equipment, net
    57,452,244       47,248,600  
                 
Other assets:
               
Investment in unconsolidated entity
    776,860       785,057  
Deposit for investment
    11,721,468       1,457,034  
Deposit for long-term assets
    2,307,350       2,860,882  
Intangible assets, net
    13,957,505       14,317,502  
Goodwill
    2,566,337       2,472,311  
Other assets
    44,211       26,705  
Total Other Assets
    31,373,731       21,919,491  
                 
TOTAL ASSETS
  $ 227,598,470     $ 157,826,354  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current Liabilities:
               
Short-term loan
  $ -     $ 2,916,071  
Accounts payable
    1,282,410       670,254  
Advances from customers
    10,074       228,871  
Accrued expenses and other payables
    441,220       1,389,130  
Tax payable
    5,887,027       -  
Total Current Liabilities
    7,620,731       5,204,326  
                 
Long Term Liabilities:
               
Deferred tax liability
    3,025,847       3,025,847  
Warrant liability
    11,749,803       17,221,335  
Total Liabilities
    22,396,381       25,451,508  
                 
Commitments and Contingencies
               
                 
Stockholders' Equity
               
Preferred stock, $0.001 face value; 5,000,000 shares authorized; 2 shares issued and 2 shares outstanding as of December 31, 2010 and 2009
    -       -  
Common stock, $0.001 par value; 150,000,000 shares authorized; 76,619,220 shares issued and 76,424,639 shares outstanding as of December 31, 2010 and 68,778,112 shares issued and 68,583,531 shares outstanding as of December 31, 2009
    76,619       68,778  
Additional paid-in capital
    100,198,536       70,018,939  
Accumulated other comprehensive income
    11,414,192       5,500,705  
Retained earnings
    94,012,232       57,285,914  
Less: Cost of treasury stock (194,581 shares as of December 31, 2010 and 2009)
    (499,490 )     (499,490 )
Total Stockholders' Equity
    205,202,089       132,374,846  
   
 
   
 
 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 227,598,470     $ 157,826,354  

The accompanying notes are an integral part of these consolidated financial statements
 
 
F-33

 

ADVANCED BATTERY TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008
   
For The Years Ended
 
   
December 31,
 
   
2010
   
2009
   
2008
 
          (Restated)     (Restated)  
                   
Revenue
  $ 97,128,668     $ 63,561,925     $ 45,172,111  
                         
Cost of Goods Sold
    51,231,779       35,169,478       23,122,610  
                         
Gross Profit
    45,896,889       28,392,447       22,049,501  
                         
Operating Expenses
                       
Research & Development expenses
    204,567       348,297       4,463  
Selling, general and administrative expenses
    7,842,858       9,890,173       3,263,409  
                         
Operating Income
    37,849,464       18,153,977       18,781,629  
                         
Other Income (Expenses)
                       
Interest income
    410,001       290,774       124,487  
Interest (expense)
    (47,653 )     (501,096 )     -  
Equity gain (loss) from unconsolidated entity
    (8,197 )     (17,401 )     (90,707 )
Forgiveness of debt
    -       336,906       -  
Other income (expenses)
    265,745       16,963       3,118  
Gain on bargain purchase
    -       8,645,276       -  
Change in fair value of warrants
    5,471,531       666,839       4,090,812  
                         
Total Other Income
    6,091,427       9,438,261       4,127,710  
                         
Income before Income Tax
    43,940,891       27,592,238       22,909,339  
                         
Provision for Income Tax
                       
Income tax - Current
    7,650,861       2,764,339       2,722,407  
Income tax - Deferred
    (436,288 )     3,025,847       -  
                         
Net Income
  $ 36,726,318     $ 21,802,052     $ 20,186,932  
                         
Other Comprehensive Income
                       
Foreign currency translation adjustment
    5,913,487       (511,770 )     2,912,481  
                         
Comprehensive Income
  $ 42,639,805     $ 21,290,282     $ 23,099,413  
                         
Earnings per share
                       
Basic
  $ 0.53     $ 0.42     $ 0.46  
Diluted
  $ 0.48     $ 0.36     $ 0.39  
   
 
   
 
   
 
 
Weighted average number of common shares outstanding
 
 
   
 
   
 
 
Basic
    69,260,213       52,124,814       43,493,492  
Diluted
    76,404,451       60,222,687       51,671,992  
 
The accompanying notes are an integral part of consolidated financial statements

 
F-34

 

ADVANCED BATTERY TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008
 
   
Preferred stock
   
Common stock
   
Additional
   
Accumulated
Other
   
Retained
   
Treasury
   
Total
 
   
Shares
   
Par
Value
   
Shares
   
Par
Value
   
Paid-in
Capital
   
Comprehensive
Income
   
Earnings
(Deficit)
   
Stock
at Cost
   
Stockholders’
Equity
 
                                                       
Balance December 31, 2007
    -     $ -       49,688,998     $ 49,689     $ 18,029,891     $ 3,099,994     $ 15,296,930     $ -     $ 36,476,504  
Issuance of common stock for financing
    -       -       5,058,834       5,059       12,830,616       -       -       -       12,835,675  
Stock issued under employee equity incentive plan
    -       -       33,745       34       (34 )     -       -       -       -  
Net income for the year
    -       -       -       -       -       -       20,186,932       -       20,186,932  
Foreign currency translation adjustments
    -       -       -       -       -       2,912,481       -       -       2,912,481  
Purchase of treasury stock (119,510 shares)
    -       -       -       -       -       -       -       (295,702 )     (295,702 )
Amortization of prepaid consulting expenses
    -       -       -       -       309,237       -       -       -       309,237  
Amortization of stock-based compensation
    -       -       -       -       599,476       -       -       -       599,476  
                                                                         
Balance December 31, 2008 (Restated)
    -       -       54,781,577       54,782       31,769,186       6,012,475       35,483,862       (295,702 )     73,024,603  
Issuance of preferred stock for financing
    17,000       17       -       -       6,577,419       -       -       -       6,577,436  
Conversion of preferred stock to common stock
    (16,998 )     (17 )     4,387,993       4,388       (4,371 )     -       -       -       -  
Issuance of common stock for acquisition
    -       -       3,000,000       3,000       9,867,000       -       -       -       9,870,000  
Issuance of common stock for financing
    -       -       4,592,145       4,592       13,770,726       -       -       -       13,775,318  
Exercise of warrants
    -       -       1,722,622       1,723       5,976,057       -       -       -       5,977,780  
Stock issued for service
    -       -       293,775       294       (294 )     -       -       -       -  
Net income for the year
    -       -       -       -       -       -       21,802,052       -       21,802,052  
Foreign currency translation adjustments
    -       -       -       -       -       (511,770 )     -       -       (511,770 )
Purchase of treasury stock (75,071 shares)
    -       -       -       -       -       -       -       (203,788 )     (203,788 )
Amortization of prepaid consulting expenses
    -       -       -       -       137,562       -       -       -       137,562  
Amortization of stock-based compensation
    -       -       -       -       1,925,653       -       -       -       1,925,653  
                                                                         
Balance December 31, 2009 (Restated)
    2       -       68,778,112       68,778       70,018,939       5,500,705       57,285,914       (499,490 )     132,374,846  
Stock issued for service
    -       -       344,108       344       (344 )     -       -       -       -  
Issuance of common stock and warrants
    -       -       7,500,000       7,500       28,464,000       -       -       -       28,471,500  
Stock cancellation due to employment termination
                    (3,000 )     (3 )     3       -       -       -       -  
Net income for the year
    -       -       -       -               -       36,726,318       -       36,726,318  
Foreign currency translation adjustments
    -       -       -       -               5,913,487       -       -       5,913,487  
Amortization of prepaid consulting expenses
    -       -       -       -       116,375       -       -       -       116,375  
Amortization of stock-based compensation
    -       -       -       -       1,599,563       -       -       -       1,599,563  
Balance December 31, 2010
    2     $ -       76,619,220     $ 76,619     $ 100,198,536     $ 11,414,192     $ 94,012,232     $ (499,490 )   $ 205,202,089  
 
The accompanying notes are an integral part of these consolidated financial statements

 
F-35

 

ADVANCED BATTERY TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OFCASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

   
For The Years Ended
 
   
December 31,
 
   
2010
   
2009
   
2008
 
          (Restated)     (Restated)   
Cash Flows from Operating Activities:
                 
Net income
  $ 36,726,318     $ 21,802,052     $ 20,186,932  
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
                       
Gain on bargain purchase
    -       (8,645,276 )     -  
Deferred income tax
    (436,288 )     3,025,847       -  
Depreciation and amortization
    4,116,212       2,629,643       767,235  
Amortization of deferred consulting expenses
    116,375       137,562       309,237  
Amortization of stock-based compensation expense
    1,599,563       1,925,653       599,476  
Equity loss of unconsolidated entity
    8,197       17,401       90,707  
Provision for doubtful accounts and inventory valuation allowance
    296,241       (208,876 )     64,161  
Forgiveness of debt
    -       (336,849 )     -  
Investment impairment loss
    -       235,091       371,743  
Loss on disposal of fixed asset
    5,017       -       55,187  
Change in fair value of warrants
    (5,471,532 )     (666,839 )     (4,090,812 )
Changes in operating assets and liabilities:
                       
Accounts receivable, net
    7,813,327       (6,514,738 )     1,002,020  
Inventories, net
    (1,369,905 )     (274,638 )     (636,296 )
Other receivables and other assets
    (224,235 )     (13,252 )     144,226  
Advance to suppliers
    3,316,766       (5,592,320 )     1,362,804  
Accounts payable, accrued expenses and other payables
    (251,303 )     (9,089,636 )     196,288  
Advances from customers
    (221,898 )     (1,164,942 )     5,363  
Tax payable
    5,572,511       (174,435 )     -  
                         
Net Cash Provided By (Used in) Operating Activities
    51,595,366       (2,908,552 )     20,428,271  
                         
Cash Flows from Investing Activities:
                       
Loan receivable
    -       -       (1,600,000 )
Deposit for property, plant and equipment
    (770,549 )     (2,828,783 )     (1,748,363 )
Purchase of property, plant and equipment
    (11,610,479 )     (9,333,367 )     (3,191,802 )
Cash acquired from business combination
    -       832,555       -  
Payment made on deposit for investment
    (9,957,588 )     (1,463,913 )     (3,000,000 )
Acquisition of intangible assets
    (146,894 )     -       -  
Investment in unconsolidated entity
    -       -       (1,500,000 )
           
 
         
Net Cash (Used in) Investing Activities
    (22,485,510 )     (12,793,508 )     (11,040,165 )
                         
Cash Flows from Financing Activities:
                       
Repayment of bank loan
    (2,950,396 )     (4,389,735 )     -  
Repayment of notes payable
    -       -       (411,263 )
Purchase of treasury stock
    -       (203,788 )     (295,702 )
Proceeds from equity financing, net
    28,471,500       -       -  
Proceeds from issuance of stock, net
    -       40,788,717       20,356,480  
Repayment of officer loan
    -       (140,059 )     (718,465 )
                         
Net Cash Provided By Financing Activities
    25,521,104       36,055,135       18,931,050  
                         
Effect of Exchange Rate Changes on Cash and Cash Equivalents
    3,573,752       (175,872 )     1,722,176  
                         
Increase in cash and cash equivalents
    58,204,712       20,177,203       30,041,332  
Cash and Cash Equivalents - Beginning of Year
    52,923,358       32,746,155       2,704,823  
                         
Cash and Cash Equivalents - End of Year
  $ 111,128,070     $ 52,923,358     $ 32,746,155  
                         
SUPPLEMENTAL CASH FLOW INFORMATION:
                       
During the year, cash was paid for the following:
                       
Interest expense
  $ 47,653     $ 395,496     $ -  
Income tax
  $ 3,264,431     $ 1,083,556     $ 2,881,966  
                         
NON-CASH INVESTING AND FINANCING ACTIVITIES:
                       
Common stock issued for stock-based compensation
  $ 1,215,255     $ 1,162,850     $ 139,403  
Fair value of warrants issued to placement agent in financing
  $ 619,148     $ 1,159,370     $ 917,920  
Common stock issued for acquisition of Wuxi ZQ
  $ -     $ 9,870,000     $ -  
Options issued to executives for service
  $ -     $ 777,660     $ -  
                         

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

 
F-36

 
ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010, 2009 AND 2008


1. ORGANIZATION AND BASIS OF PRESENTATION
 
Advanced Battery Technologies, Inc. ("ABAT" or the "Company") was incorporated in the State of Delaware on January 16, 1984.
 
On May 6, 2004, the Company completed a share exchange (the "Exchange") with the shareholders of Cashtech Investment Limited (“Cashtech”), a British Virgin Islands Corporation, who, at the time, owned 70% interest of Harbin Zhong Qiang Power-Tech Co., Ltd. (“ZQPT” or “Harbin ZQPT”), a limited liability company established in the People’s Republic of China (the “PRC”). As result of this share exchange transaction, there was change of control in the Company as the shareholders of Cashtech became the majority shareholders of the Company.
 
The transaction had been accounted for as a reverse acquisition under the purchase method of accounting. Accordingly, Cashtech was treated as the continuing entity for accounting purposes.
 
On January 6, 2006, the minority shareholders of ZQPT transferred the remaining 30% of their interests in ZQPT to Cashtech in exchange for 11,780,594 shares of the Company’s Common Stock. As result of this transfer, Cashtech now owns 100% of the capital stock of ZQPT.

On May 4, 2009, the Company acquired 100% interest of Wuxi Angell Autocycle Co., Ltd. (“Wuxi ZQ”).

On August 20, 2002, Heilongjiang Zhongqiang Power-Tech Co., Ltd (“HLJ ZQPT”), was incorporated under the laws of the PRC.  HLJ ZQPT is owned by our Chairman, Mr. Fu and other individuals but controlled by Harbin ZQPT through a series of contractual arrangements that transferred all of the benefits and all of the responsibilities for the operations of HLJ ZQPT to Harbin ZQPT. During 2009 HLJ ZQPT also transferred to Harbin ZQPT all of its rights in the real property on which HLJ carries on its operations.  The Company is in the process of transferring all of the other assets of HLJ ZQPT to Harbin ZQPT, but has not yet obtained all of the necessary government approvals.  Harbin ZQPT accounts for HLJ ZQPT as a Variable Interest Entity (“VIE”) under ASC 810 “Consolidation”. Accordingly, Harbin ZQPT consolidates HLJ ZQPT’s results, assets and liabilities.

The Company is engaged in design, manufacture and distribution of rechargeable polymer lithium-ion batteries and electric vehicles through its wholly owned subsidiaries, Cashtech, ZQPT, Wuxi ZQ and the VIE, HLJ ZQPT. The Company’s main operations are located in the PRC.
 
The accompanying consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).


 
F-37

 
ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010, 2009 AND 2008
 
 
 2. SIGNIFICANT ACCOUNTING POLICIES
 
Principles of consolidation
 
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Cashtech Inc., ZQPT, Wuxi ZQ and the VIE, HLJ ZQPT.  All significant inter-company balances and transactions have been eliminated in consolidation.
 
Use of estimates
 
In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Significant estimates required to be made by management include, but are not limited to, useful lives of property, plant and equipment, intangible assets, the recoverability of long-lived assets and the valuation of accounts receivable and inventories. Actual results could differ from those estimates.

Variable Interest Entity

The accounts of Heilongjiang ZQPT have been consolidated with the accounts of the Company because Heilongjiang ZQPT is a variable interest entity with respect to Harbin ZQPT, which is a wholly-owned subsidiary of the Company.  Harbin ZQPT is party to five agreements dated September 8, 2004 with the owners of the registered equity of Heilongjiang ZQPT and with Heilongjiang ZQPT.  The agreements transfer to Harbin ZQPT all of the benefits and all of the risk arising from the operations of Heilongjiang ZQPT, as well as complete managerial authority over the operations of Heilongjiang ZQPT.   Harbin ZQPT is the guarantor of all of the obligations of Heilongjiang ZQPT.  Since 2004 all of the funds used by Heilongjiang ZQPT to expand and operate its business have been provided by Harbin ZQPT.  By reason of the relationship described in these agreements, Heilongjiang ZQPT is a variable interest entity with respect to Harbin ZQPT because the following characteristics identified in ASC 810-10-15-14 are present:
 
 
-
The holders of the equity investment in Heilongjiang ZQPT lack the direct or indirect ability to make decisions about the entity’s activities that have a significant effect on the success of Heilongjiang ZQPT, having assigned their voting rights and all managerial authority to Harbin ZQPT.  (ASC 810-10-15-14(b)(1)).
 
 
-
The holders of the equity investment in Heilongjiang ZQPT lack the obligation to absorb the expected losses of Heilongjiang ZQPT, having assigned to Harbin ZQPT all revenue and responsibility for all payables.  (ASC 810-10-15-14(b)(2).
 
 
-
The holders of the equity investment in Heilongjiang ZQPT lack the right to receive the expected residual returns of Heilongjiang ZQPT, having granted to Harbin ZQPT all revenue as well as an option to purchase the equity interests at a fixed price.  (ASC 810-10-15-14(b)(3)).

 
F-38

 
ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010, 2009 AND 2008

 
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Variable Interest Entity (Continued)

Because the relationship between Heilongjiang ZQPT and Harbin ZQPT is entirely contractual, the Company’s interest in Heilongjiang ZQPT depends on the enforceability of those agreements under the laws of the PRC.  We are not aware of any judicial decision as to the enforceability of similar agreements under PRC law.

The carrying amount and classification of Heilongjiang ZQPT’s assets and liabilities included in the Consolidated Balance Sheets are as follows:
   
December 31,
2010
   
December 31,
2009
 
Total current assets*
 
$
83,649,753
   
$
60,369,844
 
Total assets*
   
133,306,312
     
91,031,626
 
Total current liabilities**
   
32,396,351
     
17,686,834
 
Total liabilities**
 
$
32,396,351
   
$
17,686,834
 

* Including intercompany accounts of $7,314,032 and $7,663,873 as at December 31, 2010 and 2009 be eliminated in consolidation.

** Including intercompany accounts of $30,788,579 and $17,357,874 as at December 31, 2010 and 2009 be eliminated in consolidation.

Fair value of financial instruments
 
The Company adopted the provisions of Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures.” ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
 
Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
 
Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other then quoted prices that are observable, and inputs derived from or corroborated by observable market data. 
 
Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

 
F-39

 
ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010, 2009 AND 2008

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

The carrying amounts reported in the balance sheets for cash, accounts receivable, loan receivables, other receivables, advance to suppliers, short-term loan, accounts payable, advance from customers, accrued expenses and other payables, approximate their fair market value due to the short-term nature of these instruments. The Company uses Level 3 method to measure fair value of its warrant liability.  See Note 18 for disclosure of the inputs and valuation techniques used to measure the fair value of the warrant liability.  During the years ended December 31, 2010, 2009 and 2008, the Company’s warrant liability accounts changed as followed:

   
Years Ended December 31,
 
   
2010
   
2009
   
2008
 
Beginning balance
  $ 17,221,335     $ 3,429,992     $ -  
Issuance of warrants
    -       14,754,352       7,520,805  
Exercise/expiration of warrants
    -       (296,170 )     -  
Change in fair value of warrants included in earnings*
    (5,471,532 )     (666,839 )     (4,090,813 )
Ending balance
  $ 11,749,803     $ 17,221,335     $ 3,429,992  

*   Reported on Consolidated Statements of Income and Other Comprehensive Income:  Other Income (Expenses):  Change in Fair Value of Warrants.

The Company did not identify any other assets or liabilities that are required to be re-measured at fair value at a recurring basis in accordance with ASC 820.
 
  Risk of losses
 
The Company is exposed to potential risks of losses that may result from business interruptions, injury to others (including employees) and damage to property.  These losses may be uninsured, especially due to the fact that the Company’s operations are in China, where business insurance is not readily available.  The Company would recognize the potential losses and make the related accruals if: (i) information is available and indicates that such loss is probable and (ii) the amount of the loss can be reasonably estimated.  As of December 31, 2010 and 2009, the Company is not aware of any potential losses that need to be accrued on the financial statements.
 
Cash and cash equivalents
 
For purposes of the statement of cash flow, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
 
 
F-40

 
ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010, 2009 AND 2008

 
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accounts receivable
 
Accounts receivables are stated at net realizable value. Any allowance for doubtful accounts is established based on the management’s assessment of the recoverability of accounts and other receivables. Management regularly reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the collectability of accounts receivable and the adequacy of the allowance. The allowance for accounts receivable is $67,392 and $570,182 as of December 31, 2010 and 2009 respectively.

Inventories
 
Inventories are stated at the lower of cost or market. Cost is determined on a weighted average method. Cost of work in progress and finished goods comprises direct material, direct production cost and an allocated portion of production overheads. Management compares the cost of inventory with the market value and an allowance is made for writing down the inventory to its market value, if lower. If inventory is written down below cost at the end of a fiscal period, the reduced amount is considered the cost for subsequent accounting purposes, and cannot be marked up based on changes in the underlying facts and circumstances.

Property, plant and equipment
 
Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Maintenance, repairs and betterments, including replacement of minor items, are charged to expense; major additions to physical properties are capitalized. Depreciation and amortization are provided using the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the assets as follows:
 
 
Buildings and improvements
20-39 years
 
Machinery, equipment and motor vehicles
5-10 years

Construction in progress
 
Construction in progress represents buildings and machinery under construction, which is stated at cost and is not depreciated. Cost comprises the direct costs of construction. Construction in progress is reclassified to the appropriate category of property, plant and equipment when completed and ready for use.

The Company has considered capitalizing interest for the construction in progress as of December 31, 2010 and 2009, and determined that the amount is insignificant and not expected to have a material impact on the amount of construction in progress.

 
F-41

 
ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010, 2009 AND 2008


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Acquisitions
 
The purchase method of accounting is used to account for the acquisition by the Company. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Company’s share of the identifiable net assets acquired is recorded as goodwill.
 
If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the excess of the value of the net assets acquired over the purchase price is recorded as “other income (expense): gain on bargain purchase” in the Company’s Consolidated Statement of Income.  Acquisition-related costs, such as professional fees and administrative costs, are recorded as expenses in the period in which they are incurred and the services rendered.

Goodwill
 
Goodwill and other intangible assets are accounted for in accordance with the provisions of ASC 350, “Intangibles - Goodwill and Other.” Under ASC 350, goodwill and intangible assets that are deemed to have indefinite useful lives are not amortized. Rather, they are assessed for impairment. We perform impairment testing on the intangible assets whenever events or changes indicate that the fair value of these intangible might be impacted.  We perform the goodwill impairment assessment on the last day of the each fiscal year.  To test goodwill for impairment, we first assign the recorded goodwill to one of our two reporting units, the battery operations and the electric vehicle operations, by comparing the estimated fair value of the reporting unit as a whole with the fair values of the unit’s identifiable net assets.  We apply the following two-step process to each reporting unit:

 
-
Step 1: We estimate the fair value of the reporting unit (UFV) in the manner described above and compare it with the unit’s book value (UBV), which equals the recorded amounts of assets and allocated goodwill less liabilities. When UFV is greater than UBV, there is no impairment, and the test is complete. When UFV is less than UBV, then we go to Step 2.

 
-
Step 2:  We estimate the implied fair value (GFV) of the reporting unit’s goodwill by repeating the process performed at acquisition. This requires subtracting estimated current fair values of the unit’s identifiable net assets from the unit’s estimated fair value (UFV), and comparing the difference with the carrying amount of the goodwill (GBV).  When GFV is greater than GBV, goodwill is not impaired. When GFV is less than GBV, we record an impairment write-off equal to the difference.
 
 
F-42

 
ADVANCED BATTERY TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010, 2009 AND 2008

 
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

 Impairment of long-lived assets
 
Finite-lived intangible assets are amortized over their respective useful lives and, along with other long-lived assets, are evaluated for impairment periodically whenever events or changes in circumstances indicate that their related carrying amounts may not be recoverable in accordance with ASC 360, “Property, Plant and Equipment.”
 
In evaluating long-lived assets for recoverability, including finite-lived intangibles and property and equipment, the Company uses its best estimate of future cash flows expected to result from the use of the asset and eventual disposition in accordance with ASC 360. To the extent that estimated future undiscounted net cash flows attributable to the asset are less than the carrying amount, an impairment loss is recognized in an amount equal to the difference between the carrying value of such asset and its fair value. Assets to be disposed whether through sale or abandonment, are reported at the lower of carrying value or fair value less costs to sell.

Long-lived assets, which include property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Revenue recognition
 
The Company recognizes revenue re