NEW ENERGY SYSTEMS GROUP - FORM 10-Q/A

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EX-32.2 - EXHIBIT 32.2 - NEW ENERGY SYSTEMS GROUP	ex322.htm
EX-32.1 - EXHIBIT 32.1 - NEW ENERGY SYSTEMS GROUP	ex321.htm
EX-31.2 - EXHIBIT 31.2 - NEW ENERGY SYSTEMS GROUP	ex312.htm
EX-31.1 - EXHIBIT 31.1 - NEW ENERGY SYSTEMS GROUP	ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM 10-Q

(Mark One)

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number: 000-52763

NEW ENERGY SYSTEMS GROUP

(Exact name of small business issuer as specified in its charter)

Nevada	91-2132336
(State or other jurisdiction of incorporation or organization)	(IRS Employer identification No.)

116 West 23rd ST., 5th Floor

New York, NY 10011

(Address of principal executive offices)

(917) 573-0302

(Registrant’s telephone number, including area code)

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 o No o

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

Large accelerated filer o		Accelerated filero

Non-accelerated filer o	(Do not check if a smaller reporting company)	Smaller reporting company x

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Check whether the registrant filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes □ No □

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 11,863,390 shares of common stock, $.001 par value, were outstanding as of May 1, 2010.

EXPLANATORY NOTE

New Energy Systems Group, a Nevada corporation (the “Company”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010 (the “Form 10-Q/A”), which was originally filed with the Securities and Exchange Commission (“SEC”) on May 14, 2010 (the “Original Form 10-Q”), to restate the financial statements at March 31, 2010 to reflect the following:

The Company initially valued the stock components of the acquisition price of Anytone and Newpower based on the average stock price of New Energy two days before and two days after the agreement date. The Company revised the stock price used to value the stock components of the acquisitions based on the guidance at FASB ASC 805-30-30-7 that is the stock price of New Energy at the acquisition date. Accordingly, the goodwill amount was changed as a result of revised acquisition price by using the stock price at the acquisition date.

The Company initially presented equity-based compensation for stock issued to consultants for services not yet provided as a contra account in equity. The Company now recorded such prepaid compensation as an asset in the balance sheet according to FASB ASC 505-50.

The aforementioned, however, did not have any impact on the statement of income and other comprehensive income and cash flows.

The Company is also revising the following disclosures as requested by the Securities and Exchange Commission in their letters of comments:

Part I – Item 2: Management’s Discussion and Analysis of Financial Conditions and Results of Operations .

Part I – Item 4: Controls and Procedures.

This Form 10-Q/A includes new certifications as exhibits 31.1, 31.2, 32.1 and 32.2 by our principal executive officer and principal financial officer as required by Rules 12b-15 and 13a-14 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except for the amended disclosures and reclassification described above, the information in this Form 10-Q/A has not been updated to reflect events that occurred after May 14, 2010, the filing date of the Original Form 10-Q. Accordingly, this Form 10-Q/A should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Form 10-Q, including any amendments to those filings.

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4T.	Controls and Procedures	8
	PART II
Item 1.	Legal Proceedings	9
Item 1A.	Risk Factors	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3.	Defaults Upon Senior Securities	9
Item 4.	(Removed and Reserved)	9
Item 5.	Other Information	9
Item 6.	Exhibits	9
SIGNATURES		10

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

NEW ENERGY SYSTEMS GROUP AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

March 31, 2010 (Unaudited) and December 31, 2009


Financial Statements-

Consolidated Balance Sheets as of March 31, 2010 and December 31, 2009	F-2

Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2010 and 2009	F-3

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2010 and 2009	F-4

Notes to Consolidated Financial Statements March 31, 2010 and December 31, 2009	F-5

F-1

NEW ENERGY SYSTEMS GROUP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS


	March 31, 2010 (Unaudited)		December 31, 2009
	(RESTATED)		(RESTATED)
Current assets
Cash and cash equivalents	$	8,530,867	$	3,651,990
Accounts receivable		10,943,006		9,776,041
Inventory		1,590,613		502,702
Prepaid expenses		437,155		262,380
Other receivables		37,637		433,804
Deferred Compensation		675,000		675,000

Total current assets		22,214,278		15,301,917

Plant, property & equipment, net		967,008		699,790

Other assets
Prepayment for Newpower acquisition		-		2,999,473
Deposits		-		37,626
Deferred Compensation-noncurrent		1,604,743		1,773,493
Goodwill		32,566,530		19,775,939
Intangible assets, net		22,085,159		15,772,344

Total other assets		56,256,432		40,358,875

Total assets	$	79,437,718	$	56,360,582

Current liabilities
Accounts payable and accrued expenses	$	10,459,721	$	9,095,623
Taxes payable		1,275,302		762,430
Loan payable to related party		527,372		527,225
Deferred revenue		629,917		-

Total current liabilities		12,892,312		10,385,278

Deferred tax liability		4,268,755		3,001,584

Total Liabilities		17,161,067		13,386,862

Stockholders' equity
Preferred stock, $.001 par value, 7,575,757 shares authorized, issued and outstanding		7,576		7,576
Common stock, $.001 par value, 140,000,000 shares authorized, 11,863,390 issued and outstanding		11,863		11,863
Additional paid in capital		58,214,039		42,697,186
Statutory reserve		2,070,081		2,070,081
Other comprehensive income		1,230,196		1,225,986
Retained earnings (Accumulated deficit)		742,896		(3,038,972	)

Total stockholders' equity		62,276,651		42,973,720

Total liabilities and stockholders' equity	$	79,437,718	$	56,360,582

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

F-2

NEW ENERGY SYSTEMS GROUP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009

(UNAUDITED)

	Three Months Ended March 31,
	2010			2009

Revenue, net
Battery	$	19,399,150		$	1,774,458
Battery shell and cover		3,053,513			857,662
Total revenue		22,452,663			2,632,120

Cost of revenue
Battery		14,073,985			1,190,843
Battery shell and cover		1,953,393			727,897
Total cost of revenue		16,027,378			1,918,740

Gross profit		6,425,285			713,380

Operating expenses
Selling expenses		125,974			18,139
General and administrative expenses		1,374,155			101,047
Total operating expenses		1,500,129			119,186

Income from operations		4,925,156			594,194

Other income (expense)
Other income		8,287			2,898
Interest income (expense)		21,289			(31,042	)
Total other income (expense)		29,576			(28,144	)

Income before income taxes		4,954,732			566,050

Provision for income taxes		(1,172,866	)		(61,768	)

Net income		3,781,866			504,282

Other comprehensive income (loss)
Foreign currency translation		4,210			(14,628	)

Comprehensive income	$	3,786,076		$	489,654

Net income per share
Basic	$	0.32		$	0.09
Diluted	$	0.30		$	0.09

Weighted average number of shares outstanding:
Basic		11,863,390			5,646,063
Diluted		12,623,895			5,646,063

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

F-3

NEW ENERGY SYSTEMS GROUP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009

(UNAUDITED)


	Three Months Ended March 31,
	2010			2009

CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$	3,781,866		$	504,282
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization		760,851			81,896
Deferred tax liability		(134,717	)		-
Deferred compensation expense		168,750			-
Loss on disposal of subsidiary		121			-
(Increase) / decrease in current assets:
Accounts receivable		1,646,089			4,690,324
Inventory		(847,367	)		471,307
Other receivables		433,887			-
Increase/(Decrease) in current liabilities:
Accounts payable and accrued expenses		(96,097	)		(2,217,830	)
Taxes payable		875,670			(325,160	)

Net cash provided by operating activities		6,589,053			3,204,819

CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired in acquisition of Newpower		24,550			-
Proceeds from sale of property and equipment		66			-
Acquisition of property and equipment		(3,844	)		-

Net cash provided by in investing activities		20,772			-

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of acquisition liability		(1,000,000	)		-
Loan from (repayment to) related party		(732,397	)		19,550

Net cash (used in) provided by financing activities		(1,732,397	)		19,550

Effect of exchange rate changes on cash and cash equivalents		1,449			(29,286	)

Net increase in cash and cash equivalents		4,878,877			3,195,083

Cash and cash equivalents, beginning balance		3,651,990			6,969,454

Cash and cash equivalents, ending balance	$	8,530,867		$	10,164,537

SUPPLEMENTAL DISCLOSURES:

Cash paid during the period for:

Income tax payments	$	556,427		$	61,768

Interest payments	$	-		$	35,085

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

F-4

NEW ENERGY SYSTEMS GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010 (UNAUDITED) AND DECEMBER 31, 2009

Note 1 – ORGANIZATION

New Energy Systems Group (“New Energy” or the “Company”, FKA: China Digital Communication Group) was incorporated under the laws of the State of Nevada on March 27, 2001, operating its business through its wholly owned subsidiary E'Jenie Technology Development Co., Ltd (“E’Jenie”), a company incorporated under the laws of the Peoples Republic of China (“PRC”). Through E'Jenie, the Company manufactures and distributes lithium battery shells and related products primarily in China. When used in these notes, the terms “Company,” “we,” “our,” or “us” mean New Energy Systems Group and its Subsidiaries.

On September 30, 2004, the Company entered into an Exchange Agreement with Billion Electronics Co., Ltd (“Billion”). Billion owns all of the issued and outstanding shares of E’Jenie. Billion was incorporated under the laws of the British Virgin Islands (“BVI”) on July 27, 2004. Pursuant to the Exchange Agreement, the Company purchased all of the issued and outstanding shares of Billion for $1,500,000 and 4,566,210 shares of the Company’s common stock, or approximately 8.7% of then issued and outstanding shares.

On June 28, 2006, the Company finalized an Exchange Agreement with Galaxy View International Ltd (“Galaxy View”), and the shareholders of Galaxy View. Galaxy View owned all of the issued and outstanding shares of Sono Digital Electronics Technologies Co., Ltd (“Sono”). Pursuant to the Exchange Agreement, the Company acquired 100% of Galaxy View in a cash and stock transaction valued at $6,787,879. Under the terms of the Agreement, the Company paid the Shareholders $3,000,000 and delivered 7,575,757 unregistered shares of the Company’s preferred stock valued at $3,787,879.

On April 24, 2007, the Company entered into an Agreement to transfer of shares of Sono with Liu Changqing and Wang Feng (collectively, the “Purchasers”) for the sale of its wholly-owned subsidiary Sono. Changqing purchased 60% and Feng purchased 40% in Sono. In exchange for all of the outstanding shares of Sono, the Purchasers paid $3,000,000 for the acquisition. The Company disposed Galaxy View and its wholly-owned subsidiary Sono, on April 24, 2007.

In connection with the acquisition of Galaxy View, the Company issued Series A Preferred Stock to the selling shareholders. On June 29, 2006, the Company filed with the Secretary of State of the State of Nevada a Certificate of Designation of Series A Convertible Preferred Stock designating 7,575,757 of the Company’s previously authorized preferred stock. Each share of Series A Preferred Stock entitles the holder to seven votes per share on all matters to be voted on by the shareholders of the Company and is mandatorily convertible into one tenth of one share of the Company’s common stock on June 29, 2011 (after providing for the July 13, 2009, 10-to-1 reverse stock split of the Company’s common stock). Each share of Series A Preferred Stock shall, with respect to rights on liquidation, dissolution or winding up, ranks (i) on a parity with the Company’s common stock, and (ii) junior to any other class of the Company’s preferred stock. Series A Preferred Stock is not entitled to any preferred dividend. However, the preferred shareholders will share the dividend on common stock proportionately if and when the dividend on Common Stock is declared.

On July 13, 2009, the Company effected a 10-to-1 reverse stock split. The principal effect of the Reverse Split was (i) that the number of shares of common stock issued and outstanding was reduced from 54,460,626 to approximately 5,446,062 (depending on the number of fractional shares that are issued or cancelled), and (ii) that each share of Series A Preferred Stock is convertible into one tenth of one share of the Company’s common stock. The number of authorized shares of common stock was not affected. All per share data was retroactively restated.

On September 8, 2009, the Company amended the Company’s Articles of Incorporation to change the Company’s name to “New Energy Systems Group.”

On December 7, 2009, the Company closed the transactions contemplated by the share exchange agreement dated November 19, 2009 with Anytone International (H.K.) Co., Ltd. (“Anytone International”) and Shenzhen Anytone Technology Co., Ltd. (“Shenzhen Anytone”). Shenzhen Anytone is a subsidiary of Anytone International, collectively referred to as “Anytone”. Pursuant to the Share Exchange Agreement, the Company issued the shareholders of Anytone International 3,593,939 shares of the Company's common stock with a restrictive legend, and agreed to pay $10,000,000. As of March 31, 2010, $6,000,000 has been paid; the remaining $4,000,000 will be paid on or before June 30, 2010 with no interest. The acquisition was completed on December 7, 2009. Anytone is engaged in manufacturing and distribution of lithium batteries.

On January 12, 2010, the Company closed the transactions contemplated by the share exchange agreement dated December 11, 2009 with Shenzhen NewPower Technology Co., Ltd. (“Newpower”). Pursuant to the Share Exchange Agreement, the Company’s subsidiary E’jenie acquired Newpower. The Company issued to the shareholders of Newpower, proportionally among the Newpower Shareholders in accordance with their respective ownership interests in Newpower immediately before the closing of the Share Exchange, 1,823,346 shares of the Company’s common stock with standard restrictive legend, and cash of $3,000,000. As of March 31, 2010, $3,000,000 was paid. Newpower is engaged in manufacturing and distribution of lithium batteries.

F-5

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements were prepared in conformity with United States Generally Accepted Accounting Principles (US GAAP). The Company’s functional currency is the Chinese Yuan Renminbi (CNY); however the accompanying consolidated financial statements were translated and presented in United States Dollars ($).

Exchange Gain (Loss)

During the three months ended March 31, 2010 and 2009, the transactions of E’Jenie, Anytone and Newpower were denominated in foreign currency and were recorded in CNY at the rates of exchange in effect when the transactions occurred. Exchange gains and losses are recognized for the different foreign exchange rates applied when the foreign currency assets and liabilities are settled.

Foreign Currency Translation and Comprehensive Income (Loss)

During the three months ended March 31, 2010 and 2009, the accounts of E’Jenie, Anytone and Newpower were maintained, and its financial statements were expressed, in CNY. Such financial statements were translated into $ in accordance with Statement of Financial Accounts Standards (“SFAS”) No. 52, “Foreign Currency Translation,” (codified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 830) with the CNY as the functional currency. According to the Statement, all assets and liabilities were translated at the current exchange rate, stockholder’s equity is translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with SFAS No. 130, “Reporting Comprehensive Income” as a component of shareholders’ equity (codified in FASB ASC Topic 220). There were no significant fluctuations in the exchange rate for the conversion of CNY to USD after the balance sheet date.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include collectability of accounts receivable, accounts payable, sales returns and recoverability of long-term assets.

Principles of Consolidation

The consolidated financial statements include the accounts of New Energy Systems Group and its wholly owned subsidiaries Billion, E’Jenie, Anytone and Newpower, are collectively referred to the Company. All material intercompany accounts, transactions and profits were eliminated in consolidation.

Revenue Recognition

The Company manufactures and distributes battery shells and covers for cellular phones. The Company established a new division in 2008, through which the Company began selling batteries in PRC. The Company's revenue recognition policies are in compliance with Securities and Exchange Commission (SEC) Staff Accounting Bulletin (SAB) 104 (codified in FASB ASC Topic 480). Sales revenue is recognized when the significant risks and rewards of the ownership of goods have been transferred to the buyers. No revenue is recognized if there are significant uncertainties regarding the recovery of the consideration due, the possible return of goods, or when the amount of revenue and the costs incurred or to be incurred in respect of the transaction cannot be measured reliably.

F-6

Sales revenue represents the invoiced value of goods, net of value-added tax (“VAT”). All of the Company’s products sold in the PRC are subject to Chinese value-added tax of 17% of the gross sales price. This VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing the finished product. The Company records VAT payable and VAT receivable net of payments in the financial statements. The VAT tax return is filed offsetting the payables against the receivables. Sales and purchases are recorded net of VAT collected and paid as the Company acts as an agent for the government.

Stock-Based Compensation

The Company accounts for its stock-based compensation in accordance with SFAS No. 123R, “Share-Based Payment, an Amendment of FASB Statement No. 123” (codified in FASB ASC Topic 718). The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees.

Income Taxes

The Company utilizes SFAS No. 109, “Accounting for Income Taxes,” (codified in FASB ASC Topic 740), which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (codified in FASB ASC Topic 740) on January 1, 2007. As a result of the implementation of FIN 48, the Company made a comprehensive review of its portfolio of tax positions in accordance with recognition standards established by FIN 48. As a result of the implementation of Interpretation 48, the Company recognized no material adjustments to liabilities or stockholders’ equity. When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits are classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income. The adoption of FIN 48 did not have a material impact on the Company’s financial statements.

At March 31, 2010 and December 31, 2009, the Company had not taken any significant uncertain tax position on its tax return for 2009 and prior years or in computing its tax provision for 2010.

Statement of Cash Flows

In accordance with SFAS No. 95, “Statement of Cash Flows” (codified in FASB ASC Topic 230), cash flows from the Company’s operations are based upon local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet.

Supplemental Cash Flow Disclosures

Cash from operating, investing and financing activities from changes in assets and liabilities, was net of the acquisition of NewPower on January 12, 2010, respectively (See Note 14).

F-7

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company has a diversified customer base, most of which are in China. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

Risks and Uncertainties

The Company is subject to substantial risks from, among other things, intense competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, foreign currency exchange rates and the volatility of public markets.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

Cash and Cash Equivalents

Cash and cash equivalents include cash in hand and cash in demand deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. At March 31, 2010 and December 31, 2009, the Company had approximately $8,507,000 and $3,639,000 cash in state-owned banks, respectively, of which no deposits were covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.

Allowance for Doubtful Accounts

The Company maintains reserves for potential credit losses on accounts receivable. Management 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 adequacy of these reserves. The allowance for doubtful accounts was $0 at March 31, 2010 and December 31, 2009.

F-8

Inventory

Inventories are valued at the lower of cost (determined on a weighted average basis) or market. Management compares the cost of inventories with the market value and allowance is made to write down inventories to market value, if lower. As of March 31, 2010 and December 31, 2009, inventory consisted of the following:

	2010		2009
Raw Materials	$	456,553	$	133,358
Work-in-process		293,760		44,250
Finished goods		840,300		334,095
		1,590,613		511,703
Less: reserve for impairment of inventory		-		(9,001	)
	$	1,590,613	$	502,702

Property, Plant & Equipment

Property and equipment are stated at cost. Expenditures for maintenance and repairs are expensed as incurred; additions, renewals and betterments are capitalized. When property and equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives of:

Furniture and Fixtures	5 years
Equipment	5 years
Computer Hardware and Software	5 years
Building	30 years

As of March 31, 2010 and December 31, 2009, Property, Plant & Equipment consisted of the following:

	2010			2009
Machinery	$	1,445,165		$	936,049
Automobile		25,196			25,189
Office equipment		92,189			81,674
Building		589,600			589,436

Subtotal		2,152,150			1,632,348

Accumulated depreciation		(1,185,142	)		(932,558	)

Plant, Property & Equipment, Net	$	967,008		$	699,790

Depreciation was approximately $64,000 and $53,793 for the three months ended March 31, 2010 and 2009, respectively.

Fair Value of Financial Instruments

For certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

F-9

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

As of March 31, 2010 and December 31, 2009, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet at fair value.

Basic and Diluted Earnings per Share (EPS)

Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted net earnings per share are based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired as a result of the Company’s acquisitions of interests in its subsidiaries. Under SFAS No. 142, “Goodwill and Other Intangible Assets (“SFAS 142”) (codified in FASB ASC Topic 350), goodwill is no longer amortized, but tested for impairment upon first adoption and annually, thereafter, or more frequently if events or changes in circumstances indicate that it might be impaired.

Intangible Assets

The Company applies criteria specified in SFAS No. 141(R), “Business Combinations” (codified in FASB ASC Topic 805) to determine whether an intangible asset should be recognized separately from goodwill. Intangible assets acquired through business acquisitions are recognized as assets separate from goodwill if they satisfy either the “contractual-legal” or “separability” criterion. Per SFAS 142, (codified in FASB ASC Topic 350), intangible assets with definite lives are amortized over their estimated useful life and reviewed for impairment in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets” (codified in FASB ASC Topic 360). Intangible assets, such as purchased technology, trademark, customer list, user base and non-compete agreements, arising from the acquisitions of subsidiaries and variable interest entities are recognized and measured at fair value upon acquisition. Intangible assets are amortized over their estimated useful lives from one to ten years. The Company reviews the amortization methods and estimated useful lives of intangible assets at least annually or when events or changes in circumstances indicate that assets may be impaired. The recoverability of an intangible asset to be held and used is evaluated by comparing the carrying amount of the intangible to its future net undiscounted cash flows. If the intangible is considered impaired, the impairment loss is measured as the amount by which the carrying amount of the intangible exceeds the fair value of the intangible, calculated using a discounted future cash flow analysis. The Company uses estimates and judgments in its impairment tests, and if different estimates or judgments had been utilized, the timing or the amount of the impairment charges could be different.

Effective January 1, 2002, the Company adopted SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, (codified in FASB ASC Topic 360) which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” and the accounting and reporting provisions of APB Opinion No. 30, “Reporting the Results of Operations for a Disposal of a Segment of a Business (codified in FASB ASC Topic 225).” The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with SFAS 144 (codified in FASB ASC Topic 360). SFAS 144 (codified in FASB ASC Topic 360) requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.

F-10

Recent accounting pronouncements

In October 2009, the FASB issued an ASU regarding accounting for own-share lending arrangements in contemplation of convertible debt issuance or other financing. This ASU requires that at the date of issuance of the shares in a share-lending arrangement entered into in contemplation of a convertible debt offering or other financing, the shares issued shall be measured at fair value and be recognized as an issuance cost, with an offset to additional paid-in capital. Further, loaned shares are excluded from basic and diluted earnings per share unless default of the share-lending arrangement occurs, at which time the loaned shares would be included in the basic and diluted earnings-per-share calculation. This ASU is effective for fiscal years beginning on or after December 15, 2009, and interim periods within those fiscal years for arrangements outstanding as of the beginning of those fiscal years.

The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

In August 2009, the FASB issued an Accounting Standards Update (“ASU”) regarding measuring liabilities at fair value. This ASU provides additional guidance clarifying the measurement of liabilities at fair value in circumstances in which a quoted price in an active market for the identical liability is not available; under those circumstances, a reporting entity is required to measure fair value using one or more of valuation techniques, as defined. This ASU is effective for the first reporting period, including interim periods, beginning after the issuance of this ASU. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

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

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

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

Note 3 – INTANGIBLE ASSETS

As of March 31, 2010 and December 31, 2009, intangible assets consisted of the following:

	2010			2009

Customer relationship	$	2,691,445		$	2,691,445
Design		366,850			366,850
Proprietary technology		270,850			270,850
Land rights		589,600			589,436
Patent right		22,176,943			15,167,497
Intangible assets		26,095,688			19,086,078

Impairment in 2007		(1,972,598	)		(1,972,598	)

Accumulated amortization		(2,037,931	)		(1,341,136	)

Intangible assets, net	$	22,085,159		$	15,772,344

F-11

During the year ended December 31, 2006, E’Jenie purchased the two facilities it previously leased. The cost of the acquisition was $1,103,596. Of that amount $551,798 was recorded as an intangible asset as land rights. Because the laws of the PRC do not allow ownership of land, the Company received a Certificate of Real Estate from the Ministry of Land and Resources to use the land. E’Jenie incurred losses and also its revenue reduced significantly during the year ended December 31, 2007. The Company performed intangible assets impairment test and concluded there was impairment as to the carrying value of intangible assets of E’Jenie of $1,972,598 as of December 31, 2007.

The intangible assets are amortized over 10-30 years. Amortization was $696,777 and $28,104 for the three months ended March 31, 2010 and 2009, respectively.

Amortization expenses for the Company’s intangible assets over the next five fiscal years from March 31, 2010 are estimated to be:

March 31, 2011	$	2,806,000
March 31, 2012		2,806,000
March 31, 2013		2,806,000
March 31, 2014		2,806,000
March 31, 2015		2,806,000
Thereafter		8,055,000
Total	$	22,085,000

Note 4 – TAXES PAYABLE

As of March 31, 2010 and December 31, 2009, taxes payable comprised the following:

	2010			2009

Income tax payable	$	1,277,193		$	526,043
VAT tax payable (receivable)		(19,900	)		224,137
Other tax payable		18,009			12,250
Total	$	1,275,302		$	762,430

Note 5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

As of March 31, 2010 and December 31, 2009, accounts payable and accrued expenses comprised of the following:

	2010		2009

Accounts payable	$	5,750,172	$	3,579,714
Payable of purchase consideration of Anytone (Due June 30, 2010)		4,000,000		5,000,000
Payable for expense reimbursement		389,881		297,318
Accrued payroll		230,626		137,316
Other		89,042		81,275

Total	$	10,459,721	$	9,095,623

Note 6 – RELATED PARTY TRANSACTIONS

As of March 31, 2010 and December 31, 2009, the Company had approximately $527,000 unsecured, due on demand and non interest-bearing loan payable to the original owner of Shenzhen Anytone for the acquisition of Shenzhen Anytone by Anytone International.

F-12

Note 7 – DEFFERD TAX LIABILITY

Deferred tax represented differences between the tax bases and book bases of intangible assets. At March 31, 2010, deferred tax liability represents the difference between the fair value and the tax basis of patents acquired in the acquisition of Anytone and Newpower. At December 31, 2009, deferred tax liability represents the difference between the fair value and the tax basis of patents acquired in the acquisition of Anytone.

Note 8 – STOCK OPTIONS

On November 4, 2005, the Company issued a nonqualified stock option for 10,000 shares (post-reverse stock split) to a member of the board with an exercise price of $0.53 that will expire on November 3, 2010. The option vested and became exercisable immediately.

The Company's 2005 Stock Option Incentive Plan provides for the grant of 10,000 option rights (post-reverse stock split) to a non-employee director. The Plan is administered by the Company's Compensation Committee, who has the authority to select plan participants and determine the terms and conditions of such awards.

The Company adopted SFAS 123(R) (codified in FASB ASC Topic 718) on November 1, 2005 using the modified prospective method. Prior to the adoption of SFAS 123(R) the Company did not have any stock options.

Risk-free interest rate		4.00	%
Expected life of the options	5 years
Expected volatility		58.0	%
Expected dividend yield		0	%

On March 20, 2006, the Company issued a non-incentive stock option for 15,000 shares (post-reverse stock split) to a consultant with an exercise price of $0.702 that expired on March 19, 2009. The options vested and became exercisable on May 1, 2006.

Risk-free interest rate		4.77	%
Expected life of the options	3 years
Expected volatility		126.76	%
Expected dividend yield		0	%

The outstanding options (post-reverse stock split) as of March 31, 2010 listed as follow:

	Number of Shares
Outstanding at January 01, 2008		25,000
Granted		-
Exercised		-
Canceled		-

Outstanding at December 31, 2008		25,000

Granted		-
Exercised		-
Expired		15,000

Outstanding at December 31, 2009		10,000
Exercisable at December 31, 2009		10,000

Granted		-
Exercised		-
Expired		-

Outstanding at March 31, 2010		10,000
Exercisable at March 31, 2010		10,000

F-13

Options outstanding (post-reverse stock split) at March 31, 2010 and related weighted average price and intrinsic value are as follows:

Exercise Prices	Total Options Outstanding		Weighted Average Remaining Life (Years)		Total Weighted Average Exercise Price		Options Exercisable		Weighted Average Exercise Price		Aggregate Intrinsic Value

$0.530		10,000		0.59	$	0.530		10,000	$	0.530		-

Note 9 – COMMON STOCK AND NON-CASH STOCK COMPENSATION

On August 18, 2009, the Company entered into a four year consulting agreement for promoting the Company's image. In connection with this agreement, the Company issued 1,000,000 shares of Common Stock valued at $2.70 (stock price at grant date) to these eight consultants. During the year ended December 31, 2009, the Company issued 1,000,000 shares of the Company’s stock and recorded $2,700,000 as deferred compensation. The Company amortized $251,507 as stock-based compensation. According to ASC 505-50-25-6, a grantor shall recognize the goods acquired or services received in a share-based payment transaction when it obtains the goods or as services received. A grantor may need to recognize an asset before it actually receives goods or services if it first exchanges share-based payment for an enforceable right to receive those goods or services; therefore, the Company recorded unamortized portion of deferred compensation as an asset, of which, $675,000 was current, and $1,604,743 was noncurrent.

On December 3, 2009, the Company issued 3,593,939 shares of common stock, valued at $6.6 per share which was the stock price at the acquisition date, to pay the stock portion of the purchase consideration for the acquisition of Anytone.

On December 30, 2009, the Company issued 1,823,346 shares of common stock valued at $8.51 per share which was the stock price at the acquisition date, to pay the stock portion of the total purchase consideration for the acquisition of Newpower.

Note 10 – INCOME TAXES

As of March 31, 2010, the Company in the US had approximately $1,455,000 in net operating loss (“NOL”) carry forwards available to offset future taxable income. Federal net operating losses can generally be carried forward 20 years. The deferred tax assets for the US entities at March 31, 2010 consists mainly of NOL carry forwards and were fully reserved as the management believes it is more likely than not that these assets will not be realized in the future. Therefore, the Company has provided full valuation allowance for the deferred tax assets arising from the losses at the location as of March 31, 2010. Accordingly, the Company has no net deferred tax assets.

There is no income tax for companies domiciled in the BVI. Accordingly, the Company's consolidated financial statements do not present any income tax provisions related to BVI tax jurisdiction where Billion is domiciled.

Pursuant to the PRC Income Tax Laws, the Company's subsidiary in China is generally subject to Enterprise Income Taxes ("EIT") at a statutory rate of 25%. The subsidiary is qualified as a new technology enterprises and under PRC Income Tax Laws, it subject to a preferential tax rate of 18%.

Beginning January 1, 2008, the new PRC Enterprise Income Tax ("EIT") law replaced the existing laws for Domestic Enterprises ("DES") and Foreign Invested Enterprises ("FIEs"). The new standard EIT rate is 25%.

Subsidiary E’Jenie was qualified as new technology enterprise under PRC Income Tax Law and still subject to the tax holiday with applicable EIT of 22% for 2010 and 10% for 2009, respectively. The newly acquired subsidiary Anytone and Newpower’s effective EIT for 2010 is 22% and was 20% for 2009.

Foreign pretax earnings approximated $5,294,000 and $618,000 for the three months ended March 31, 2010 and 2009, respectively. Pretax earnings of a foreign subsidiary are subject to U.S. taxation when effectively repatriated. The Company provides income taxes on the undistributed earnings of non-U.S. subsidiaries except to the extent those earnings are indefinitely invested outside the United States. At March 31, 2010, $21,000,000 of accumulated undistributed earnings of non-U.S. subsidiaries was indefinitely invested. At the existing U.S. federal income tax rate, additional taxes of $3,834,000 would have to be provided if such earnings were remitted currently.

F-14

The following is a reconciliation of the provision for income taxes at the U.S. federal income tax rate to the income taxes reflected in the Statement of Operations for the three months ended March 31, 2010 and 2009, respectively:

	2010			2009
US statutory rates		34	%		34	%
Tax rate difference		(10)	%		(10)	%
Effect of tax holiday		(3)	%		(16)	%
Valuation allowance on deferred tax on US NOL		3	%		3	%
Tax expense at actual rate		24	%		11	%

The provisions for income tax expenses for the three months ended March 31, 2010 and 2009 consisted of the following:

	2010			2009
Income tax expenses – current	$	1,307,583		$	61,768
Income tax benefit – deferred		(134,717	)		-
Total income tax expenses	$	1,172,866		$	61,768

Note 11 – STATUTORY RESERVE

As stipulated by the Company Law of the PRC, net income after taxation can only be distributed as dividends after appropriation has been made for the following:

Making up cumulative prior years' losses, if any;

ii)

Allocations to the "Statutory surplus reserve" of at least 10% of income after tax, as determined under PRC accounting rules and regulations, until the fund amounts to 50% of the Company's registered capital;

iii)

Allocations of 5-10% of income after tax, as determined under PRC accounting rules and regulations, to the Company's "Statutory common welfare fund", which is established for the purpose of providing employee facilities and other collective benefits to the Company's employees; and statutory common welfare fund is no longer required per the new cooperation law executed in 2006.

iv)

Allocations to the discretionary surplus reserve, if approved in the shareholders' general meeting.

The Company reserved $0 and $55,592 for the three months ended March 31, 2010 and $2009, respectively.

Note 12 - MAJOR CUSTOMERS AND VENDORS

The Company purchased from three vendors during the three months period ended March 31, 2010 with each vendor individually accounting for about 13%, 13% and 11% of purchases. Accounts payable to the vendors were $929,874, $703,455 and $0 as of March 31, 2010.

The Company purchased from four vendors during the three months period ended March 31, 2009 with each vendor accounting for about 27%, 24%, 20% and 12%. Accounts payable to these vendors were $198,950, $218,698, $141,898 and $101,889 as of March 31, 2009.

Two major customers each accounted for 10% of the sales during the three months ended March 31, 2010. Accounts receivable from these customers were $2,368,137 and $1,038,095 as of March 31, 2010.

One major customer accounted 67% of the sales during the three months period ended March 31, 2009. Accounts receivable from the customer were $2,310,519 as of March 31, 2009. The sales agreement with the customer is on a month to month basis.

Note 13 – SEGMENT REPORTING

The Company had two principal operating segments which were: battery components manufacture and battery assembly and distribution. These operating segments were determined based on the nature of the products offered. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance. The Company's chief executive officer and chief financial officer have been identified as the chief operating decision makers. The Company’s chief operating decision makers direct the allocation of resources to operating segments based on the profitability, cash flows, and other measurement factors of each respective segment.

F-15

The Company evaluates performance based on several factors, of which the primary financial measure is business segment income before taxes. The segments’ accounting policies are the same as those described in the summary of significant accounting policies. The following table shows the operations of the Company's reportable segments:

	Three Months Ended
	March 31, 2010			March 31, 2009
Revenues from unaffiliated customers:
Battery	$	19,399,150		$	1,774,458
Battery shell and cover		3,053,513			857,662
Consolidated	$	22,452,663		$	2,632,120
Operating income (loss):
Battery	$	4,243,469		$	551,872
Battery shell and cover		1,021,342			93,836
Corporate		(339,655	)		(51,514	)
Consolidated	$	4,925,156		$	594,194
Income (loss) before taxes:
Battery	$	4,247,919		$	551,872
Battery shell and cover		1,046,530			65,812
Corporate		(339,717	)		(51,634	)
Consolidated	$	4,954,732		$	566,050
Net income (loss) :
Battery	$	3,296,004		$	510,231
Battery shell and cover		825,579			45,685
Corporate		(339,717	)		(51,634	)
Consolidated	$	3,781,866		$	504,282


Depreciation and amortization:
Battery	$	693,156		$	-
Battery shell and cover		44,505			58,706
Corporate		23,190			23,190
Consolidated	$	760,851		$	81,896

The Company does not identify the assets by segment.

Note 14- ACQUISITION OF ANYTONE, NEWPOWER AND UNAUDITED PRO FORMA INFORMATION

On November 19, 2009, the Company entered into a share exchange agreement with Anytone International and Shenzhen Anytone. Shenzhen Anytone is a subsidiary of Anytone International, collectively referred as Anytone. Pursuant to the Share Exchange Agreement, the Company issued the shareholders of Anytone International 3,593,939 shares of the Company's Common Stock with a restrictive legend, and agreed to pay $10,000,000. The acquisition was closed on December 7, 2009. As of March 31, 2010, $6,000,000 was paid; the remaining $4,000,000 will be paid on or before June 30, 2010 with no interest. Revenue and net income of Anytone included in the consolidated income statement for the three months ended March 31, 2010 was $10,274,678 and $1,592,086.

The purchase price for Anytone was $10,000,000 cash and 3,593,939 shares of common stock equivalent to $23,719,997, which was determined by multiplying the 3,593,939 shares by the stock price of New Energy at the acquisition date. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition. The fair values of the assets acquired and liabilities assumed at agreement date are used for the purpose of purchase price allocation. The excess of the purchase price over the fair value of the net assets acquired of $19,775,939 is recorded as goodwill.

Cash	$	2,401,140
Accounts receivable		651,062
Other receivables		842,463
Due from shareholder		262,396
Inventory		2,316,835
Property and equipment		42,209
Intangible assets		15,167,497
Goodwill		19,775,939
Accounts payable		(4,178,789	)
Deferred tax liability		(3,033,499	)
Loan payable		(527,256	)
Purchase price	$	33,719,997

F-16

On January 12, 2010, the Company closed the transactions contemplated by the share exchange agreement dated December 11, 2009 with Newpower. Pursuant to the Share Exchange Agreement, E’jenie acquired Newpower. The Company issued to the shareholders of Newpower, proportionally among the Newpower Shareholders in accordance with their respective ownership interests in Newpower immediately before the closing of the Share Exchange, an aggregate of 1,823,346 shares of the Company’s Common Stock with standard restrictive legend, and cash of $3,000,000. As of March 31, 2010 $3,000,000 has been paid.

The purchase price for Newpower was $3,000,000 cash and 1,823,346 shares of common stock equivalent to $15,516,674, which was determined by multiplying the 1,823,346 shares by the stock price of New Energy at the acquisition date. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition. The fair values of the assets acquired and liabilities assumed at agreement date are used for the purpose of purchase price allocation. The excess of the purchase price over the fair value of the net assets acquired of $12,790,591 is recorded as goodwill. The Company expects synergy from combining the operations. Revenue and net income of Newpower included in the consolidated income statement for the three months ended March 31, 2010 was $7,707,773 and $667,786.

Cash	$	24,550
Accounts receivable		2,809,600
Prepaid income tax		555,365
Inventory		240,262
Property and equipment		327,354
Intangible assets		7,009,446
Goodwill		12,790,591
Accounts payable		(2,410,017	)
Other payable and accrued expenses		(66,589	)
Loan payable to related party		(1,361,999	)
Deferred tax liability		(1,401,889	)
Purchase price	$	18,516,674

The following unaudited pro forma consolidated results of operations for New Energy, Anytone and Newpower for the three months ended March 31, 2009 presents the operations of New Energy , Anytone and Newpower as if the acquisitions occurred on January 1, 2009. The pro forma results are not necessarily indicative of the actual results that would have occurred had the acquisitions been completed as of the beginning of the periods presented, nor are they necessarily indicative of future consolidated results.

	2009
Net revenue	$	14,448,473
Cost of revenue		11,411,716

Gross profit		3,036,756
Total operating expenses		1,134,189

Income from operations		1,902,568
Total non-operating expense		(22,642	)

Income before income tax		1,879,926
Income tax		206,403

Net income	$	1,673,523

Weighted average shares outstanding		10,863,348

Earnings per share	$	0.15

Note 15- COMMITMENTS

Anytone leased its office under a long term, non-cancelable, and renewable operating lease agreement on January 1, 2009 with expiration date on December 31, 2013. The monthly rent is $12,400. For the three months ended March 31, 2010, the rental expense was approximately $37,000.

Newpower entered into a long term, non-cancelable and renewable rental agreement on September 1, 2009 with expiration date on August 31, 2012. The monthly payment is $6,300. For the three months ended March 31, 2010, the rental expense was approximately $19,000.

Future minimum rental payments required under operating leases as of March 31, 2010 are as follows:

2011	$	224,400
2012		224,400
2013		180,300
2014		111,600
	$	740,700

Note 16- RESTATEMENT OF FINANCIAL STATEMENTS

The financial statements at March 31, 2010 were restated to reflect the following:

	1.	The Company initially valued the stock components of the acquisition price of Anytone and Newpower based on the average stock price of New Energy two days before and two days after the agreement date. The Company revised the stock price used to value the stock components of the acquisitions based on the guidance at FASB ASC 805-30-30-7 that is the stock price of New Energy at the acquisition date. Accordingly, the goodwill amount was changed as a result of revised acquisition price by using the stock price at the acquisition date.
	2.	The Company initially presented equity-based compensation for stock issued to consultants for services not yet provided as a contra account in equity. The Company now recorded such prepaid compensation as an asset in the balance sheet according to FASB ASC 505-50.

The above restatement did not have any impact on the statement of income and other comprehensive income and cash flows.

The following table presents the effects of the restatement adjustment on the accompanying consolidated balance sheet at March 31, 2010:

Consolidated Balance Sheet at March 31, 2010	As Previously Reported			Restated		Net Adjustment

Deferred compensation	$	-		$	675,000	$	675,000
Deferred compensation-noncurrent	$	-		$	1,604,743	$	1,604,743
Goodwill	$	28,008,679		$	32,566,530	$	4,557,851
Total assets	$	72,600,124		$	79,437,718	$	6,837,594
Additional paid in capital	$	53,656,188		$	58,214,039	$	4,557,851
Less: Deferred compensation	$	(2,279,743	)	$	-	$	2,279,743
Total stockholders’ equity	$	55,439,057		$	62,276,651	$	6,837,594

F-17

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

Note Regarding Forward-Looking Statements

This quarterly report on Form 10-Q and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan”, or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management identify forward-looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions, and other factors (including the risks contained in the section of this report entitled “Risk Factors”) relating to Registrant’s industry, Registrant’s operations and results of operations, and any businesses that Registrant may acquire. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although Registrant believes that the expectations reflected in the forward-looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations, and prospects.

BUSINESS OVERVIEW

We operate our business through our wholly-owned subsidiary E'Jenie Technology Development Co., Ltd (E’Jenie), a company incorporated under the laws of the Peoples Republic of China (PRC). Through E'Jenie, we manufacture and distribute lithium battery shells and related products primarily in China. Based upon specifications from its customers E'Jenie develops, customizes and produces steel, aluminum battery shells and aluminum caps. Currently, E'Jenie produces fourteen steel battery shell lines, nine aluminum battery shell lines, three aluminum battery cap lines and three steel battery cap lines.

We manufacture and distribute battery shells and covers for cellular phones. We maintain long-term relationships with large lithium battery manufacturers. We believe we will continually receive orders from our loyal customers because of our reputation and quality of the products. Our professional marketing team maintains relationships with our current customers and at the same time searches for other potential new customers. We seek to maintain and strengthen our position as a provider of battery shells and caps while increasing the breadth of our product line and improving the quality of our products.

The lithium battery was created in the 1990s, with its first mass production in 1993 in Japan. Lithium batteries were first used in notebook computers and now are used in cellular phones, video machines, laptops, digital cameras, MP3 players, global positioning satellite systems, 3G communication devices, hybrid cars and an array of other electronic products. Batteries are becoming smaller, lighter, more efficient, longer lasting and free of pollution. The lithium battery energy/weight ratio exceeds that of its counterparts and with an excellent safety standard we believe that it is the future of the battery industry. China has become one of the largest producers and consumers of lithium ion batteries. According to the China Chemistry and Physics Electronic Industry Association, there were over $4.0 billion of lithium ion batteries sold in China in 2005. We anticipate that there will be even greater demand for lithium batteries in China and worldwide in the next few years. We believe that the current trend towards smaller, lighter portable consumer products will continue to grow and because of its size, the demand for the lithium battery will increase.

Under the current depressed economic environment, management of the Company has made some strategic adjustments to keep the Company running and growing. On the basis of keeping the existing battery pack accessories segment, the Company has gotten into a related business field since August 2008- battery assembly and finished battery distribution, to diversify the line of products; consequently, the Company has opportunity to compete in the whole battery industry.

Having engaged in the battery business for years, management of the Company accumulated abundant knowledge about the battery industry, established a strong network among many battery companies which are on both lower and upper position of the battery distribution flow, and gained a lot of experience in battery distribution; therefore, we believe the Company is in a more favorable position than other companies in distributing finished batteries. Assembling and distributing finished batteries has a higher profit margin than manufacturing battery accessories, so management of the Company is confident the battery distribution business will be profitable due to the outstanding battery quality and the strong distribution network the Company has been building for years.

On December 7, 2009, we closed the transactions contemplated by the share exchange agreement dated November 19, 2009 with Anytone International (H.K.) Co., Ltd. (“Anytone International”) and Shenzhen Anytone Technology Co., Ltd. (“Shenzhen Anytone”). Shenzhen Anytone is a subsidiary of Anytone International, collectively referred to as “Anytone”. Pursuant to the Share Exchange Agreement, we issued to the shareholders of Anytone International 3,593,939 shares of the Company's Common Stock with a restrictive legend, and agreed to pay US $10,000,000. As of today, $6,000,000 has been paid; the remaining $4,000,000 will be paid on or before June 30, 2010 with no interest. Anytone is engaged in production of battery and battery related products.

On January 12, 2010, we closed the transactions contemplated by the share exchange agreement dated December 11, 2009 with Shenzhen NewPower Technology Co., Ltd. (“Newpower”). Pursuant to the Share Exchange Agreement, our Chinese subsidiary E’jenie acquired Newpower. We issued to the shareholders of Newpower, proportionally among the Newpower Shareholders in accordance with their respective ownership interests in Newpower immediately before the closing of the Share Exchange, an aggregate of 1,823,346 shares of the Company’s Common Stock with standard restrictive legend, and cash consideration of US $3,000,000. As of March 31, 2010, $3,000,000 has been paid. Newpower is engaged in manufacturing and distribution of lithium batteries.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2010 Compared to Three Months Ended March 31, 2009

The following table presents our consolidated statement of operations for the three months ended March 31, 2010 and 2009. The discussion following the table is based on these results. Certain columns may not add due to rounding.

	2010					2009
			% of Sales						% of Sales
Revenue, net
Battery	$	19,399,150		86	%	$	1,774,458			67	%
Battery shell and cover		3,053,513		14	%		857,662			33	%
Total revenue		22,452,663		100	%		2,632,120			100	%

Cost of revenue
Battery		14,073,985		73	%		1,190,843			67	%
Battery shell and cover		1,953,393		64	%		727,897			85	%
Total cost of revenue		16,027,378		71	%		1,918,740			73	%

Gross profit		6,425,285		29	%		713,380			27	%

Operating expenses
Selling expenses		125,974		1	%		18,139			1	%
General and administrative expenses		1,374,155		6	%		101,047			4	%
Total operating expenses		1,500,129		7	%		119,186			5	%

Income from operations		4,925,156		22	%		594,194			22	%

Other income (expenses)		29,576		0	%		(28,144	)		(1)	%

Income before income taxes		4,954,732		22	%		566,050			21	%

Provision for income taxes		1,172,866		5	%		61,768			2	%

Net income	$	3,781,866		17	%	$	504,282			19	%

Net Revenue

Net revenue for the three months period ended March 31, 2010 totaled $22,452,663 compared to $2,632,120 for the three months period ended March 31, 2009, an increase of $19.82 million, or approximately 753%. The increase was primarily due to continuously growth of the sales as a result of successful development on new customers. In addition, we acquired Anytone in December of 2009, which brought us additional $10,274,678 sales of battery and Newpower in January of 2010, which brought us additional $5,730,544 sales of battery. We have been able to integrate the industry chain and increase our market share from these two acquisitions.

The Company’s existing battery shell and cover business generated net revenue of $3,053,513 during the three months period ended March 31, 2010 compared with $857,662 for the three months period ended March 31, 2009, an increase of $2,195,851, or 256%. The increase in our sales in this segment was basically related to the increased demand from our existing customers.

Cost of Revenue

Cost of Revenue for the three months period ended March 31, 2010 totaled $16,027,378 or approximately 71% of net sales compared to $1,918,710 or 73% of net sales for the three months period ended March 31, 2009, an increase of $14,108,630 or approximately 735%. The increase was mainly due to the increased sales and production volume.

Cost of revenue of the battery assembly and distribution was $14,073,985, or 73 % of total battery revenue for the three months period ended March 31, 2010, compared with $1,190,843 or 67% for the comparable period in 2009, an increase of $12,883,142 or 1082%. The increase in cost of revenue to the sales was mainly due to the relatively higher production cost of Newpower, which resulted from the higher cost of a new raw material that Newpower uses for production.

Cost of revenue related to our existing battery shell and cover business during the three months period ended March 31, 2010 was $1,953,393, or 64% of its sales compared to $727,897, or 85% for the three months period ended March 31, 2009, or 85% of its sales. The reduction in our cost of revenue as a percentage of sales was due to the regression of the cost to normal levels in the first quarter of 2010, while in the first quarter of 2009, we incurred extra costs of fixing the molding.

Operating Expenses

Operating expenses for the three months period ended March 31, 2010 totaled $1,500,129 or approximately 7% of net revenue compared to $119,186 or approximately 5% of net revenue for the three months period ended March 31, 2009 an increase of $1,380,943, or approximately 1159%. The increase in operating expenses was primarily due to the operating expense from two newly acquired subsidiaries which brought us $1,060,085 as operating expense.

Selling expenses for the three months period ended March 31, 2010 totaled $125,974 compared to $18,139 for the comparable period in 2009.

General and administrative expenses for the three months period ended March 31, 2010 totaled $1,374,155 compared to $101,047 for the comparable period in 2009. The increase in general and administrative expenses of $1,273,108 was mainly due to expenses from two newly acquired subsidiaries which increased the general and administrative expenses by $943,422.

Net Income

Net income for the three months period ended March 31, 2010 totaled $3,781,866 compared to $504,282 for the three months period ended March 31, 2009, an increase in net income of $3,277,584 or approximately 650% due to the reasons listed above.

LIQUIDITY AND CAPITAL RESOURCES

Cash has been generated from operations. Operations and liquidity needs are funded primarily through cash flows from operations and short-term borrowings. Cash and cash equivalents were $8,530,867 as of March 31, 2010. Working capital at March 31, 2010 was $8,646,966.

The following is a summary of cash provided by or used in each of the indicated types of activities during the three months ended March 31, 2010 and 2009:

	2010				2009
Cash provided by (used in):
Operating Activities		$	6,589,053			$	3,204,819
Investing Activities			20,772				-
Financing Activities			(1,732,397	)			19,550

Net cash flow provided by operating activities was $6,589,053 for the three months ended March 31, 2010, compared to net cash flow provided by operating activities of $3,204,819 for 2009. The increase in net cash flow provided by operating activities for 2010 was mainly due to an increase in sales and quick payment collection on account receivable.

Net cash flow provided by investing activities was $20,772 for the three months ended March 31, 2010 and $0 in the comparable period of 2009. The cash inflow in the first quarter of 2010 consisted of $24,550 cash received from Newpower through the acquisition, despite the cash payment of approximately $3,800 for purchase of fixed assets.

Net cash flow used in financing activities was $1,732,397 for the three months ended March 31, 2010 compared to net cash provided by financing activities of $19,550 for the comparable period in 2009. In the first quarter of 2010, we paid $1 million for the remaining balance of the cash consideration of the acquisition of Anytone, we still have $4 million balance outstanding as of March 31, 2010. We also repaid $732,397 to Newpower’s shareholder in the first quarter of 2010.

Shareholder loans

As of March 31, 2010, the Company had a $527,372 unsecured, due on demand, and non-interest bearing loan payable to Dongrong Xu and Zaoxian Fang, the original owners of Shenzhen Anytone, for $448,266 and $79,106, respectively, in connection with the acquisition of Shenzhen Anytone by Anytone International. As of March 31, 2011, the Company has $549,082 outstanding.

Working Capital Requirements

Historically cash from operations, short term financing and the sale of our Company stock have been sufficient to meet our cash needs. We believe we will be able to generate sufficient cash from operations to meet our working capital needs. However, our actual working capital needs for the long and short term will depend upon numerous factors, including operating results, competition, and the availability of credit facilities, none of which can be predicted with certainty. Future expansion will be limited by economic environment for the industry and opportunities, availability of financing and raising capital by selling stock. We do not have any plans to sell our securities and there is no guarantee that if we do seek to sell securities in the future that we will be successful.

OFF-BALANCE SHEET ARRANGEMENTS

We have never entered into any off-balance sheet financing arrangements and have never established any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

CRITICAL ACCOUNTING POLICIES

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

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

Recent accounting pronouncements

The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

N/A.

Item 4.

Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Pursuant to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) (the Company's principal executive officer) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of March 31, 2010. Based upon that evaluation, the Company’s CEO and CFO noted a material weakness and concluded that the Company’s disclosure controls and procedures were not effective.

The Company’s material weakness in its internal control over financial reporting is related to a limited U.S. GAAP technical accounting expertise. The Company’s internal accounting department has been primarily engaged in ensuring compliance with PRC accounting and reporting requirements for our operating affiliates. As a result, our current internal accounting department responsible for financial reporting of the Company, on a consolidated basis, is relatively new to U.S. GAAP and the related internal control procedures required of U.S. public companies. Although the Company’s accounting staff is professional and experienced in accounting requirements and procedures generally accepted in the PRC, management has determined that they require additional training and assistance in U.S. GAAP matters. As a result of such evaluation, the Company's CEO concluded that, as of the date of evaluation, the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, or that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls

The Company hired a SOX consulting firm in 2009 to evaluate our SOX 404 internal control and procedures. Their primary objective was to streamline our internal control structure. The consulting firm had studied and examined our lines of responsibility and delegation of authority for our functional financial reporting areas so that they can evaluate whether responsibility lines are clearly be drawn. They documented and tested our key controls over financial reporting in 2009 and introduced key auditable internal controls and procedures integrated with our financial reporting processes. Through their studies and examinations, management realized that our internal control over financial reporting was subject to the following weaknesses, which management will need to take remediating actions in accordance with their suggestion in 2010:

·	Lack of expertise in U.S. accounting principle among the personnel in the Company;

·	Dependency on U.S. external accountant and auditors for adjustments and footnote disclosures;

·	Lack of Internal Audit system;

·	Lack of adequate staffing and supervision with enough basic knowledge and requirement of SOX 404 within the accounting operations of the Company;

·	Lack of periodic meeting of Audit Committee;

·	Lack of periodic review of our accounting manual, policy, and procedures; and

·	Lack of periodic review of the accounting books.

During 2010, the Company anticipates to take the following actions with respect to our internal control over financial reporting to remediate these weaknesses:

·	Establish an audit committee, including an “audit committee financial expert ”as defined by Item 401 (h) of Regulations S-K; and

·	Appoint independent directors.

During the quarter ended March 31, 2010, the Company has, with our internal staff, continue to conduct periodic internal control risk assessments and control testing so that we will be improving our internal control system’s integrity and to assess areas of material risk. Our internal audit staff during the quarter ended March 31, 2010 continued to develop additional control activities to ensure the effective function of our controls. The anticipated changes in internal control over financial reporting will enhance our control environment while also improving internal information flow and communication network. We will identify new risks through a constant risk assessment process and make our control activities an effective tool of monitoring our internal controls. The sole responsibility for establishing and maintaining our internal controls over financial reporting and all internal control systems improvement is that our management and company personnel including our internal audit department, which will all ensure proper and reliable financial reporting. Other than as described above, there have not been any changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2010 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

To our knowledge, there is no material litigation pending or threatened against us.

Item 1A. Risk Factors.

N/A.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

To our knowledge, there are no material defaults upon senior securities.

Item 4. (Removed and Reserved).

Item 5. Other Information.

None.

Item 6.

Exhibits.

(a)

Exhibits

10.1		Share Exchange Agreement, dated December 11, 2009, by and between the Company and Shenzhen NewPower Technology Co., Ltd. (incorporated by reference as Exhibit to Form 8-K filed December 15, 2009)
10.2		Lease Agreement, dated August 28, 2009, by and between Shenzhen Longgang District Tailian Industrial Development Co., Ltd. and Shenzhen NewPower Technology Co., Ltd. (incorporated by reference as Exhibit to Form 10-K filed March 28, 2010).
31.1		Certification Required Under Section 302 of Sarbanes-Oxley Act of 2002.
31.2		Certification Required Under Section 302 of Sarbanes-Oxley Act of 2002.
32.1		Certification Required Under Section 906 of Sarbanes-Oxley Act of 2002.
32.2		Certification Required Under Section 302 of Sarbanes-Oxley Act of 2002.

SIGNATURES

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


	NEW ENERGY SYSTEMS GROUP

Dated: June 6, 2011	By:	/s/ Nian Chen
		Name: Nian Chen
		Title: Chief Executive Officer


Dated: June 6, 2011	By:	/s/ Junfeng Chen
		Name: Junfeng Chen
		Title: Chief Financial Officer

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