##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
 
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended March 31, 2010
 -OR-
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 033-377099-S
 
 T-BAY HOLDINGS, INC.
  NEVADA
(State or other jurisdiction of 
incorporation or organization)
    
    91-1465664
(I.R.S. Employer Identification No.)
 Room 917, YongSheng Building 
ZhongShan Xi Road 
Xuhui District, Shanghai, China
(Address of principal executive offices)
    
    (Zip code)
 86-021 51539900
  Yes o No þ
 Yes o No þ
 Yes þ No o
 Yes o No o
 Yes o No þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 Yes o No þ
  DOCUMENTS INCORPORATED BY REFERENCE




---



##### 



FORM 10-K
  TABLE OF CONTENTS
 PART IITEM 1. Business
    
    
    4ITEM 1A. Risk Factors
    
    
    8ITEM 1B. Unresolved Staff Comments
    
    
    16ITEM 2. Properties
    
    
    16ITEM 3. Legal Proceedings
    
    
    16ITEM 4. Submission of Matters to a Vote of Security Holders
    
    
    16PART IIITEM 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    17ITEM 6. Selected Financial Data
    
    
    18ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    18ITEM 7A. Quantitative and Qualitative Disclosures About Market RiskITEM 8. Financial Statements and Supplementary Data
    
    
    27ITEM 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    28ITEM 9A. Controls and Procedures
    
    
    28ITEM 9B. Other Information
    
    
    29PART IIIITEM 10. Directors and Executive Officers of the Registrant
    
    
    30ITEM 11. Executive Compensation
    
    
    31ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    34ITEM 13. Certain Relationships and Related Transactions
    
    
    35ITEM 14. Principal Accountant Fees and Services
    
    
    36PART IVITEM 15 Exhibits, Financial Statement Schedules
    
    
    37SIGNATURES
    
    
    38Exhibit 21Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




---



##### Table of Contents



INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
   PART I. ITEM 1A: Risk Factors PART II. ITEM 7 Managements
Discussion and Analysis or Plan of Operation
  3




---



##### Table of Contents



PART I.
 
 Item 1.
    
    Business.
 Overview
     Corporate Structure
    4




---



##### Table of Contents



Services and Products
  Design Service
    5




---



##### Table of Contents



Production Services
  Business Model
  Revenue from Sales of Handsets and Components
  Revenue from Design Services
    Competitive Strengths
 Strategic Relationships with Business Partners
    6




---



##### Table of Contents



Quick Market Response
  Strong R&D capability
   Customized Products and Market Knowledge
  Current Business Development
  Products Geographic Coverage
  Quality Assurance
      7




---



##### Table of Contents



Sales and marketing
  Intellectual Property
  Our Competitors
    Employees
  Web Site Access to Our Periodic SEC Reports
 http://www.sec.gov
 
 Item 1A.
    
    Risk Factors.
  Aggregate demand for the types of mobile phone handsets to which our design services were suited
have been on a downward trend. We are looking at ways to deal with this adverse change in the
market. If we do not solve this problem within a reasonable period of time, our long-term financial
performance and condition would be adversely affected.
   8




---



##### Table of Contents



Our sales and profitability depend on the continued growth of the mobile communications industry as
well as the growth of the new market segments within that industry in which we have recently
invested. If the mobile communications industry does not grow as we expect, or if the new market
segments on which we have chosen to focus and in which we have recently invested grow less than
expected, or if new faster-growing market segments emerge in which we have not invested, our sales
and profitability may be adversely affected.
   Our results of operations, particularly our profitability, may be adversely affected if we do not
successfully manage price erosion related to our products.
   9




---



##### Table of Contents



We must develop or otherwise acquire complex, evolving technologies to use in our business. If we
fail to develop these technologies or to successfully commercialize them as new advanced products
and solutions that meet customer demand, or fail to do so on a timely basis, it may have a material
adverse effect on our business, our ability to meet our targets and our results of operations.
    We need to understand the different markets in which we operate and meet the needs of our
customers, which include mobile network operators, distributors, independent retailers and
enterprise customers. We need to have a competitive product portfolio, and to work together with
our operator customers to address their needs. Our failure to identify key market trends and to
respond timely and successfully to the needs of our customers may have a material adverse impact on
our market share, business and results of operations.
     10




---



##### Table of Contents



Competition in our industry is intense. Our failure to respond successfully to changes in the
competitive landscape may have a material adverse impact on our business and results of operations.
   Reaching our sales, profitability, volume and market share targets depends on numerous factors.
These include our ability to offer products and solutions that meet the demands of the market and
to manage the prices and costs of our products and solutions, our operational efficiency, the pace
of development and acceptance of new technologies, our success in the business areas that we have
recently entered, and general economic conditions. Depending on those factors, some of which we may
influence and others of which are beyond our control, we may fail to reach our targets and we may
fail to provide accurate forecasts of our sales and results of operations.
    11




---



##### Table of Contents



Our sales and results of operations could be adversely affected if we fail to efficiently manage
our manufacturing and logistics without interruption, or fail to ensure that our products and
solutions meet our and our customers quality, safety and other requirements and are delivered in
time.
  We depend on our suppliers for the timely delivery of components and for their compliance with our
supplier requirements, such as, most notably, our and our customers product quality, safety and
other standards. Their failure to do so could adversely affect our ability to deliver our products
and solutions successfully and on time.
   12




---



##### Table of Contents



We are developing a number of our new products and solutions together with other companies. If any
of these companies were to fail to perform, we may not be able to bring our products and solutions
to market successfully or in a timely way and this could have a material adverse impact on our
sales and profitability.
  Our operations rely on complex and highly centralized information technology systems and networks.
If any system or network disruption occurs, this reliance could have a material adverse impact on
our operations, sales and operating results.
   Our products and solutions include increasingly complex technology involving numerous new
proprietary technologies, as well as some developed or licensed to us by certain third parties. As
a consequence, evaluating the protection of the technologies we intend to use is more and more
challenging, and we expect increasingly to face claims that we have infringed third parties
intellectual property rights. The use of increasingly complex technology may also result in
increased licensing costs for us, restrictions on our ability to use certain technologies in our
products and solution offerings, and/or costly and time-consuming litigation. Third parties may
also commence actions seeking to establish the invalidity of intellectual property rights on which
we depend.
    13




---



##### Table of Contents



If we are unable to recruit, retain and develop appropriately skilled employees, we may not be able
to implement our strategies and, consequently, our results of operations may suffer.
  Our sales derived from, and assets located in the PRC, an emerging market country, may be adversely
affected by economic, regulatory and political developments there. As our sales are derived from
it, economic or political turmoil in the PRC could adversely affect our sales and results of
operations. Our investments in the PRC may also be subject to other risks and uncertainties.
   14




---



##### Table of Contents



Allegations of health risks from the electromagnetic fields generated by base stations and mobile
devices, and the lawsuits and publicity relating to them, regardless of merit, could affect our
operations negatively by leading consumers to reduce their use of mobile devices or by causing us
to allocate monetary and personnel resources to these issues.
   Changes in various types of regulation in countries around the world could affect our business
adversely.
   Our stock price has been historically volatile and may continue to be volatile, which may make it
more difficult for you to resell shares when you want at prices you find attractive.
   15




---



##### Table of Contents



Item 1B.
    
    Unresolved Staff Comments.
  
 Item 2.
    
    Properties.
   
 Item 3.
    
    Legal Proceedings.
  
 Item 4.
    
    Submission of Matters to a Vote of Security Holders.
   16




---



##### Table of Contents



PART II.
 
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
   Sales Price
 High
    
    
    LowFiscal 2010First Quarter
    
    US$
    1.01
    
    
    US$
    0.21Second Quarter
    
    US$
    0.50
    
    
    US$
    0.11Third Quarter
    
    US$
    0.45
    
    
    US$
    0.20Fourth Quarter
    
    US$
    0.30
    
    
    US$
    0.05Fiscal 2009First Quarter
    
    US$
    2.70
    
    
    US$
    1.80Second Quarter
    
    US$
    2.36
    
    
    US$
    1.55Third Quarter
    
    US$
    2.01
    
    
    US$
    0.65Fourth Quarter
    
    US$
    0.63
    
    
    US$
    0.20
 Dividend Policy
  Recent Sales of Unregistered Securities
   17




---



##### Table of Contents



Item 6.
    
    Selected Financial Data.
  Year Ended March 31In thousands, except share amounts2008
    
    
    2009
    
    
    2010Revenue
    
    US$
    45,681
    
    
    US$
    34,838
    
    
    US$
    35,867Cost of sales
    
    US$
    23,539
    
    
    US$
    24,440
    
    
    US$
    34,930Gross profit
    
    US$
    22,142
    
    
    US$
    10,398
    
    
    US$
    937Depreciation and amortization
    
    US$
    965
    
    
    US$
    1,012
    
    
    US$
    874Selling and distribution expenses
    
    US$
    280
    
    
    US$
    245
    
    
    US$
    129General and administrative expenses
    
    US$
    3,264
    
    
    US$
    10,043
    
    
    US$
    7,959Other operating expenses
    
    US$
    
    
    
    US$
    5,075
    
    
    US$
    Other income
    
    US$
    185
    
    
    US$
    545
    
    
    US$
    180Interest expense
    
    US$
    3
    
    
    US$
    
    
    
    US$
    Gain on disposal of a subsidiary
    
    US$
    
    
    
    US$
    
    
    
    US$
    43Income (loss) before income taxes
and noncontrolling interest
    
    US$
    18,780
    
    
    US$
    (4,420
    )
    
    US$
    (6,928
    )Income tax expense
    
    US$
    3,188
    
    
    US$
    1,900
    
    
    US$
    7Noncontrolling interests
    
    US$
    659
    
    
    US$
    429
    
    
    US$
    427Net income/(loss) attributable to
the Shareholders of the Company
    
    US$
    14,554
    
    
    US$
    (8,713
    )
    
    US$
    (6,508
    )Income per Share  basic
    
    US$
    0.48
    
    
    US$
    (0.29
    )
    
    US$
    (0.22
    )Income per Share  diluted
    
    US$
    0.48
    
    
    US$
    (0.29
    )
    
    US$
    (0.22
    )
 Year Ended March 31In thousands, except share amounts2008
    
    
    2009
    
    
    2010Balance Sheet Data:Cash and cash equivalents
    
    US$
    23,330
    
    
    US$
    20,493
    
    
    US$
    703Total current assets
    
    US$
    43,227
    
    
    US$
    48,585
    
    
    US$
    13,230Assets of discontinued
operations
    
    US$
    18,954
    
    
    US$
    724
    
    
    US$
    Total assets
    
    US$
    65,664
    
    
    US$
    51,867
    
    
    US$
    43,356Accounts Payables
    
    US$
    688
    
    
    US$
    466
    
    
    US$
    155Total current liabilities
    
    US$
    9,141
    
    
    US$
    3,415
    
    
    US$
    1,994Liabilities of discontinued
operation
    
    US$
    3,313
    
    
    US$
    
    
    
    US$
    Long-term liabilities
    
    US$
    4,177
    
    
    US$
    4,255
    
    
    US$
    4,255Total stockholders equity
    
    US$
    49,689
    
    
    US$
    41,929
    
    
    US$
    35,445
 
 Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operation.
   18




---



##### Table of Contents



Overview
  Net Revenue
 Fiscal Year Ended March 31(in thousands of US dollars)
    
    2010
    
    
    %
    
    
    2009
    
    
    %
    
    
    Variance
    
    
    %Sales of mobile phone components
    
    US$
    35,212
    
    
    
    98.2
    
    
    
    23,614
    
    
    
    67.8
    
    
    US$
    11,598
    
    
    
    49.1
    %Revenue from design services
    
    US$
    655
    
    
    
    1.8
    
    
    
    11,224
    
    
    
    32.2
    
    
    US$
    (10,569
    )
    
    
    -94.2
    %NET REVENUE
    
    US$
    35,867
    
    
    
    100.0
    
    
    
    34,838
    
    
    
    100.0
    
    
    US$
    1,029
    
    
    
    2.9
    %
  19




---



##### Table of Contents



Detailed information on sale of mobile phone components
   Detailed information on revenue from design services
  Cost of Revenue
  Detailed information on Cost of Revenue
 Fiscal Year Ended March 31(in thousands of US dollars)
    
    2010
    
    
    2009
    
    
    Variance
    
    
    %Cost of revenue
    
    US$
    34,930
    
    
    US$
    24,440
    
    
    US$
    10,490
    
    
    
    42.9
    %Raw materials
    
    US$
    34,104
    
    
    US$
    22,952
    
    
    US$
    11,152
    
    
    
    48.6
    %R&D
    
    US$
    
    
    
    US$
    17
    
    
    US$
    -17
    
    
    
    -100.0
    %Salaries
    
    US$
    791
    
    
    US$
    938
    
    
    US$
    -147
    
    
    
    - 15.7
    %Business tax
    
    US$
    35
    
    
    US$
    533
    
    
    US$
    -498
    
    
    
    - 93.4
    %
  20




---



##### Table of Contents



Gross profit
  Operating Expenses
   Fiscal Year Ended March 31,2010
    
    
    2009(in thousands of US dollars)
    
    Amount
    
    
    % of net revenue
    
    
    Amount
    
    
    % of net revenueOperating Expenses
    
    US$
    8,088
    
    
    
    22.5
    %
    
    US$
    15,363
    
    
    
    44.1
    %Selling Expenses
    
    US$
    129
    
    
    
    0.4
    %
    
    US$
    245
    
    
    
    0.7
    %G&A Expenses
    
    US$
    7,959
    
    
    
    22.2
    %
    
    US$
    10,043
    
    
    
    28.8
    %Other Operating
Expenses
    
    US$
    
    
    
    
    0
    %
    
    US$
    5,075
    
    
    
    14.6
    %
     21




---



##### Table of Contents



Loss from Operations
  Income Tax
   Non-controlling Interest
  Loss from Discontinued Operations
   22




---



##### Table of Contents



Net loss
  Loss per share attributable to common stockholders
  Assets
 Cash and cash equivalents
 As of March 31(in thousands of US dollars)2010
    
    
    2009Cash and cash equivalents
    
    
    703
    
    
    
    20,493
  Accounts receivable, net
    23




---



##### Table of Contents



As of March 31(in thousands of US dollars)2010
    
    
    2009Accounts receivable, gross
    
    
    42,769
    
    
    
    21,043Allowance of doubtful debts
    
    
    (14,276
    )
    
    
    (6,682
    )Accounts receivable, net
    
    
    28,493
    
    
    
    14,361Classified as current assets
    
    
    
    
    
    
    14,361Classified as non-current assets
    
    
    28,493
    
    
    
    
 Prepayments, deposits and other receivables, net
    Property, Plant and Equipment
 As of March 31(in thousands of US dollars)2010
    
    
    2009Property, Plant and Equipment
    
    
    1,591
    
    
    
    2,493
   As of March 31(in thousands of US dollars)2010
    
    
    2009CostMachinery
    
    
    4,766
    
    
    
    4,859Office equipment
    
    
    104
    
    
    
    138Motor vehicles
    
    
    
    
    
    
    56Total
    
    
    4,870
    
    
    
    5,053Accumulated depreciationMachinery
    
    
    3,200
    
    
    
    2,426Office equipment
    
    
    79
    
    
    
    95Motor vehicles
    
    
    
    
    
    
    39Total
    
    
    3,279
    
    
    
    2,560Carrying valueMachinery
    
    
    1,566
    
    
    
    2,433Office equipment
    
    
    25
    
    
    
    43Motor vehicles
    
    
    
    
    
    
    17Total
    
    
    1,591
    
    
    
    2,493
  24




---



##### Table of Contents



Liabilities
 As of March 31(in thousands of US dollars)
    
    2010
    
    
    2009Liabilities
    
    
    6,249
    
    
    
    7,670Current liabilities
    
    
    1,994
    
    
    
    3,415Long-term liabilities
    
    
    4,255
    
    
    
    4,255
   Liquidity and Capital Resources
         25




---



##### Table of Contents



Critical Accounting Policies
  Revenue Recognition
  NRE fee.
 Royalty.
 Component sales.
 Allowance for doubtful receivables
   26




---



##### Table of Contents



Item 8.
    
    Financial Statements and Supplementary Data.
 T-BAY HOLDINGS, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 Report of Independent Registered Public Accounting Firm
    
    
    F-1Consolidated Balance Sheets
    
    
    F-2Consolidated Statements of Operations and Comprehensive Income
    
    
    F-3Consolidated Statements of Changes in Equity
    
    
    F-4Consolidated Statements of Cash Flows
    
    
    F-5  F-6Notes to Consolidated Financial Statements
    
    
    F-7  F-19
  27




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     Certified Public Accountants
Hong Kong
   F-1




---



##### Table of Contents



T-BAY HOLDINGS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 March 31, 2010 and 2009
(In thousands of United States dollars)
 Note(s)
    
    MARCH 31,2010
    
    
    2009ASSETSCURRENT ASSETSCash and cash equivalents
    
    
    
    US$
    703
    
    
    US$
    20,493Notes receivable
    
    
    
    
    10
    
    
    
    37Accounts receivable, net
    
    3, 7
    
    
    
    
    
    
    14,361Prepayments, deposits and other receivables, net
    
    3, 7
    
    
    12,517
    
    
    
    13,694Total current assets
    
    
    
    
    13,230
    
    
    
    48,585PROPERTY, PLANT AND EQUIPMENT, NET
    
    4
    
    
    1,591
    
    
    
    2,493ACCOUNTS RECEIVABLE, NET
    
    2(m), 7
    
    
    28,493
    
    
    
    INTANGIBLE ASSETS, NET
    
    5
    
    
    42
    
    
    
    65ASSETS OF DISCONTINUED OPERATIONS
    
    12
    
    
    
    
    
    
    724TOTAL ASSETS
    
    
    
    US$
    43,356
    
    
    US$
    51,867LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable
    
    
    
    US$
    155
    
    
    US$
    466Accruals and other payablesRelated parties
    
    9
    
    
    437
    
    
    
    285Third parties
    
    
    
    
    1,259
    
    
    
    1,412Receipts in advance
    
    
    
    
    143
    
    
    
    990Income taxes payable
    
    
    
    
    
    
    
    
    262Total current liabilities
    
    
    
    
    1,994
    
    
    
    3,415LONG-TERM LIABILITIESDue to shareholders
    
    9
    
    
    4,255
    
    
    
    4,255Total liabilities
    
    
    
    
    6,249
    
    
    
    7,670COMMITMENTS AND CONTINGENCIES
    
    11STOCKHOLDERS EQUITYPreferred stock, authorized 10,000,000 shares, par value
US$0.001, issued and outstanding Nil
    
    2(p)
    
    
    
    
    
    
    Common stock, authorized 100,000,000 shares, par value US$0.001, issued and outstanding 30,088,174
    
    
    
    
    30
    
    
    
    30Additional paid-in capital
    
    
    
    
    1,462
    
    
    
    1,462Public welfare fund
    
    
    
    
    2,109
    
    
    
    2,109Statutory surplus fund
    
    
    
    
    4,219
    
    
    
    4,219Retained earnings
    
    
    
    
    21,795
    
    
    
    28,303Accumulated other comprehensive income
    
    
    
    
    5,830
    
    
    
    5,806Total stockholders equity
    
    
    
    
    35,445
    
    
    
    41,929NON-CONTROLLING INTEREST
    
    
    
    
    1,662
    
    
    
    2,268TOTAL EQUITY
    
    
    
    
    37,107
    
    
    
    44,197TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    
    
    US$
    43,356
    
    
    US$
    51,867
   F-2




---



##### Table of Contents



T-BAY HOLDINGS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
 For the years ended March 31, 2010 and 2009
(In thousands of United States dollars, except per share data)
 Note(s)
    
    YEAR ENDED MARCH 31,2010
    
    
    2009NET REVENUE
    
    2(m), 7
    
    US$
    35,867
    
    
    US$
    34,838COST OF REVENUE
    
    
    
    
    34,930
    
    
    
    24,440GROSS PROFIT
    
    
    
    
    937
    
    
    
    10,398OPERATING EXPENSESSelling expenses
    
    
    
    
    129
    
    
    
    245General and administrative expenses
    
    
    
    
    7,959
    
    
    
    10,043Other operating expenses
    
    10
    
    
    
    
    
    
    5,075TOTAL OPERATING EXPENSES
    
    
    
    
    8,088
    
    
    
    15,363LOSS FROM OPERATIONS
    
    
    
    
    (7,151
    )
    
    
    (4,965
    )OTHER INCOME
    
    
    
    
    180
    
    
    
    545GAIN ON DISPOSAL OF A SUBSIDIARY
    
    12
    
    
    43
    
    
    
    LOSS BEFORE INCOME TAX
    
    
    
    
    (6,928
    )
    
    
    (4,420
    )INCOME TAX: CURRENT
    
    6
    
    
    (7
    )
    
    
    (1,900
    )NET LOSS FROM CONTINUING OPERATIONS
    
    
    
    
    (6,935
    )
    
    
    (6,320
    )LESS: NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST
    
    
    
    
    427
    
    
    
    429NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS FROM CONTINUING OPERATIONS
    
    
    
    
    (6,508
    )
    
    
    (5,891
    )LOSS FROM DISCONTINUED OPERATIONS
    
    12
    
    
    
    
    
    
    (2,822
    )NET LOSS
    
    
    
    
    (6,508
    )
    
    
    (8,713
    )OTHER COMPREHENSIVE INCOMEForeign currency translation adjustment
    
    
    
    
    24
    
    
    
    953COMPREHENSIVE LOSS
    
    
    
    US$
    (6,484
    )
    
    US$
    (7,760
    )WEIGHTED AVERAGE NUMBER OF SHARES (in thousands)
    
    
    
    
    30,088
    
    
    
    30,088LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (in dollars)
    
    2(n)- CONTINUING OPERATIONS
    
    
    
    
    (0.22
    )
    
    
    (0.20
    )- DISCONTINUED OPERATIONS
    
    
    
    
    
    
    
    
    (0.09
    )(0.22
    )
    
    
    (0.29
    )
   F-3




---



##### Table of Contents



T-BAY HOLDINGS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
 For the years ended March 31, 2010 and 2009
(In thousands of United States dollars)
 Accumulated other
    
    
    Total
    
    
    Non-Common stock
    
    
    Additional
    
    
    Public
    
    
    Statutory
    
    
    Retained
    
    
    comprehensive
    
    
    stockholders
    
    
    controllingNo. of shares
    
    
    
    
    
    
    paid-in capital
    
    
    welfare fund
    
    
    surplus fund
    
    
    earnings
    
    
    income
    
    
    equity
    
    
    interest
    
    
    TotalBalance, March 31,
2008
    
    
    30,088,174
    
    
    
    30
    
    
    
    1,462
    
    
    
    2,109
    
    
    
    4,219
    
    
    
    37,016
    
    
    
    4,853
    
    
    
    49,689
    
    
    
    2,657
    
    
    
    52,346Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,713
    )
    
    
    
    
    
    
    (8,713
    )
    
    
    (429
    )
    
    
    (9,142
    )Repayment to
minority
shareholder
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    69
    
    
    
    69Foreign currency
translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    953
    
    
    
    953
    
    
    
    (29
    )
    
    
    924Balance, March 31,
2009
    
    
    30,088,174
    
    
    US$
    30
    
    
    US$
    1,462
    
    
    US$
    2,109
    
    
    US$
    4,219
    
    
    US$
    28,303
    
    
    US$
    5,806
    
    
    US$
    41,929
    
    
    US$
    2,268
    
    
    US$
    44,197Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,508
    )
    
    
    
    
    
    
    (6,508
    )
    
    
    (427
    )
    
    
    (6,935
    )Disposal of a
subsidiary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (36
    )
    
    
    (36
    )Repayment to
minority
shareholder
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10
    )
    
    
    (10
    )Foreign currency
translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24
    
    
    
    24
    
    
    
    (133
    )
    
    
    (109
    )Balance, March 31,
2010
    
    
    30,088,174
    
    
    US$
    30
    
    
    US$
    1,462
    
    
    US$
    2,109
    
    
    US$
    4,219
    
    
    US$
    21,795
    
    
    US$
    5,830
    
    
    US$
    35,445
    
    
    US$
    1,662
    
    
    US$
    37,107
   F-4




---



##### Table of Contents



T-BAY HOLDINGS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the years ended March 31, 2010 and 2009
(In thousands of United States dollars)
 Note(s)
    
    FOR THE YEAR ENDED MARCH 31,2010
    
    
    2009CASH FLOWS FROM OPERATING ACTIVITIESNet loss from continuing operations
    
    
    
    US$
    (6,935
    )
    
    US$
    (6,320
    )Adjustments to reconcile net income to net cash
generated from operating activities:Depreciation
    
    
    
    
    874
    
    
    
    933Amortization
    
    
    
    
    23
    
    
    
    37Gain on disposal of subsidiary
    
    12
    
    
    (43
    )
    
    
    Loss on disposal of property, plant and equipment
    
    
    
    
    17
    
    
    
    44Allowance for doubtful receivables
    
    
    
    
    6,227
    
    
    
    8,077Reversal of allowance for obsolete inventories
    
    
    
    
    
    
    
    
    (370
    )Changes in operating assets and liabilities:Decrease/(increase) in notes receivable
    
    
    
    
    27
    
    
    
    (37
    )Increase in accounts receivable
    
    
    
    
    (21,691
    )
    
    
    (2,201
    )Decrease/(increase) in prepayments, deposits and other receivables
    
    
    
    
    3,134
    
    
    
    (2,387
    )Decrease in inventories
    
    
    
    
    
    
    
    
    612Decrease in accounts payable
    
    
    
    
    (312
    )
    
    
    (222
    )(Decrease) / increase in accruals and other payables
    
    
    
    
    (154
    )
    
    
    255Decrease in receipts in advance
    
    
    
    
    (847
    )
    
    
    (1,108
    )Decrease in income tax payable
    
    
    
    
    (269
    )
    
    
    (1,254
    )Operating cash flows used in operating activities
    
    
    
    
    (19,949
    )
    
    
    (3,941
    )Operating cash flows provided by discontinued operations
    
    
    
    
    
    
    
    
    (46
    )Net cash used in operating activities
    
    
    
    
    (19,949
    )
    
    
    (3,987
    )CASH FLOWS FROM INVESTING ACTIVITIESAcquisition of property, plant and equipment
    
    
    
    
    
    
    
    
    (1
    )Proceeds from disposal of property, plant and equipment
    
    
    
    
    14
    
    
    
    Net cash flows provided by/(used in) investing
activities
    
    
    
    
    14
    
    
    
    (1
    )Net cash flows provided by investing activities of discontinued operations, (including proceeds from sale of a subsidiary, net of cash at date of sale)
    
    
    
    
    
    
    
    
    364Net cash provided by investing activities
    
    
    
    
    14
    
    
    
    363CASH FLOWS FROM FINANCING ACTIVITIESRepayment of cash advance to the minority
shareholder
    
    
    
    
    (10
    )
    
    
    Cash advance from shareholders
    
    
    
    
    152
    
    
    
    78Net cash flows provided by financing activities
    
    
    
    
    142
    
    
    
    78Effect of exchange rate changes on cash
    
    
    
    
    3
    
    
    
    685
  F-5




---



##### Table of Contents



T-BAY HOLDINGS, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
 For the years ended March 31, 2010 and 2009
(In thousands of United States dollars)
 Note(s)
    
    
    FOR THE YEAR ENDED MARCH 31,2010
    
    
    2009Net decrease in cash and cash equivalents
    
    
    
    
    
    
    (19,790
    )
    
    
    (2,861
    )Cash and cash equivalents at beginning of year
    
    
    
    
    
    
    20,493
    
    
    
    23,355Cash and cash equivalents at end of year (including cash of discontinued operations of US$nil and US$1,000, respectively)
    
    
    
    
    
    US$
    703
    
    
    US$
    20,494SUPPLEMENTAL INFORMATIONIncome taxes paid
    
    
    
    
    
    US$
    269
    
    
    US$
    3,188
   F-6




---



##### Table of Contents



T-BAY HOLDINGS, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2010 and 2009
 1. The Company and Subsidiaries
           F-7




---



##### Table of Contents



T-BAY HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
MARCH 31, 2010 and 2009
 1. The Company and Subsidiaries (continued)
  
 2. Summary of Significant Accounting Policies
 (a) Basis of Preparation
   F-8




---



##### Table of Contents



T-BAY HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
MARCH 31, 2010 and 2009
 2. Summary of Significant Accounting Policies (continued)
 (b) Basis of Consolidation
   (c) Use of Estimates
  (d) Cash and Cash Equivalents
  (e) Allowance for Doubtful Receivables
  (f) Property, Plant and Equipment
   Machinery
    
    5 yearsOffice equipment
    
    5 yearsMotor vehicles
    
    5 years
   F-9




---



##### Table of Contents



T-BAY HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
MARCH 31, 2010 and 2009
 2. Summary of Significant Accounting Policies (continued)
 (g) Intangible Assets
  (h) Impairment of Long-Lived Assets
  (i) Income Taxes
        F-10




---



##### Table of Contents



T-BAY HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
MARCH 31, 2010 and 2009
 2. Summary of Significant Accounting Policies (continued)
 (j) Revenue Recognition
  (k) Research and Development Costs
  (l) Foreign Currency Translation and Transactions
   (m) Fair Value of Financial Instruments
     F-11




---



##### Table of Contents



T-BAY HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
MARCH 31, 2010 and 2009
 2. Summary of Significant Accounting Policies (continued)
 (m) Fair Value of Financial Instruments (continued)
      (n) Loss Per Share
  (o) Profit Appropriation
  (p) Preferred Stock
  3. Allowance for Doubtful Receivables
 MARCH 31,2010
    
    
    2009US$000
    
    
    US$000Balance, beginning of year
    
    US$
    9,202
    
    
    US$
    1,125Additions
    
    
    6,227
    
    
    
    8,077Balance, end of year
    
    US$
    15,429
    
    
    US$
    9,202
  F-12




---



##### Table of Contents



T-BAY HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
MARCH 31, 2010 and 2009
 4. Property, Plant and Equipment, Net
 MARCH 31,2010
    
    
    2009US$000
    
    
    US$000CostMachinery
    
    US$
    4,766
    
    
    US$
    4,859Office equipment
    
    
    104
    
    
    
    138Motor vehicles
    
    
    
    
    
    
    564,870
    
    
    
    5,053Accumulated depreciationMachinery
    
    
    3,200
    
    
    
    2,426Office equipment
    
    
    79
    
    
    
    95Motor vehicles
    
    
    
    
    
    
    393,279
    
    
    
    2,560Carrying valueMachinery
    
    
    1,566
    
    
    
    2,433Office equipment
    
    
    25
    
    
    
    43Motor vehicles
    
    
    
    
    
    
    17US$
    1,591
    
    
    US$
    2,493
  5. Intangible Assets, Net
  Software
    
    
    Patent
    
    
    TotalUS$000
    
    
    US$000
    
    
    US$000Cost:Balance, March 31, 2009 and 2010
    
    US$
    183
    
    
    US$
    4
    
    
    US$
    187Less: Accumulated amortization
Balance, March 31, 2009
    
    
    (119
    )
    
    
    (3
    )
    
    
    (122
    )Amortization expenses
    
    
    (22
    )
    
    
    (1
    )
    
    
    (23
    )Balance, March 31, 2010
    
    
    (141
    )
    
    
    (4
    )
    
    
    (145
    )Net balance, March 31, 2010
    
    US$
    42
    
    
    US$
    
    
    
    US$
    42
   F-13




---



##### Table of Contents



T-BAY HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
MARCH 31, 2010 and 2009
 6. Income Taxes
      YEAR ENDED MARCH 31,2010
    
    
    2009US$000
    
    
    US$000Loss before income tax
    
    US$
    (6,928
    )
    
    US$
    (4,420
    )Income benefit on pretax income at statutory rate
    
    
    (1,732
    )
    
    
    (1,105
    )Effect of different tax rates of Group company operating
in other jurisdictions
    
    
    382
    
    
    
    142Tax effect of non-deductible expenses
    
    
    862
    
    
    
    334Tax effect of non-taxable income
    
    
    
    
    
    
    (2
    )Change in valuation allowance
    
    
    488
    
    
    
    2,531Under-provision in prior year
    
    
    7
    
    
    
    Income tax expense
    
    US$
    7
    
    
    US$
    1,900
   MARCH 31,2010
    
    
    2009US$000
    
    
    US$000Net operating loss carryforwards
    
    US$
    3,598
    
    
    US$
    3,110Less: valuation allowance
    
    
    (3,598
    )
    
    
    (3,110
    )US$
    
    
    
    US$
    
  F-14




---



##### Table of Contents



T-BAY HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
MARCH 31, 2010 and 2009
 7. Concentrations and Credit Risk
         YEAR ENDED MARCH 31,2010
    
    
    2009US$000
    
    
    %
    
    
    US$000
    
    
    %Customer A
    
    
    7,453
    
    
    
    21
    
    
    
    2,708
    
    
    
    8Customer B
    
    
    5,710
    
    
    
    16
    
    
    
    1,734
    
    
    
    5Customer C
    
    
    4,501
    
    
    
    13
    
    
    
    1,258
    
    
    
    4Customer D*
    
    
    4,066
    
    
    
    11
    
    
    
    848
    
    
    
    3Customer E*
    
    
    3,816
    
    
    
    11
    
    
    
    2,603
    
    
    
    7Customer F
    
    
    3,898
    
    
    
    11
    
    
    
    479
    
    
    
    1Customer G
    
    
    3,721
    
    
    
    10
    
    
    
    6,951
    
    
    
    20Customer H
    
    
    
    
    
    
    
    
    
    
    6,945
    
    
    
    20Customer I
    
    
    
    
    
    
    
    
    
    
    6,251
    
    
    
    18Customer Group A*
    
    
    7,882
    
    
    
    22
    
    
    
    3,451
    
    
    
    10
  F-15




---



##### Table of Contents



T-BAY HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
MARCH 31, 2010 and 2009
 7. Concentrations and Credit Risk (continued)
  MARCH 31, 2010
    
    
    MARCH 31, 2009US$000
    
    
    %
    
    
    US$000
    
    
    %Customer A
    
    
    8,248
    
    
    
    19
    
    
    
    3,505
    
    
    
    16Customer B
    
    
    6,846
    
    
    
    16
    
    
    
    3,219
    
    
    
    14Customer E*
    
    
    4,731
    
    
    
    11
    
    
    
    2,551
    
    
    
    11Customer G
    
    
    4,497
    
    
    
    11
    
    
    
    2,241
    
    
    
    10Customer H
    
    
    2,025
    
    
    
    5
    
    
    
    2,808
    
    
    
    13Customer J
    
    
    3,917
    
    
    
    9
    
    
    
    2,762
    
    
    
    12Customer group A*
    
    
    8,499
    
    
    
    20
    
    
    
    3,261
    
    
    
    15
 *
    
    Customer Group A includes customers D and E.    8. Retirement and Welfare Benefits
  9. Related Party Transactions
 
  MARCH 31,2010
    
    
    MARCH 31, 2009US$000
    
    
    US$000Other payable  Li Meilian
    
    US$
    437
    
    
    US$
    285Long-term liabilitiesOther payable  Li Meilian
    
    US$
    3,482
    
    
    US$
    3,482Other payable  Li Xiaofeng
    
    
    773
    
    
    
    773US$
    4,255
    
    
    US$
    4,255
   F-16




---



##### Table of Contents



T-BAY HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
MARCH 31, 2010 and 2009
 10. Other Operating Expenses
  11. Commitments and Contingencies
 a.
    
    As of March 31, 2010, Sunplus leased office premises and staff quarters under several
agreements expiring from 2010 to 2012.
   Year Ending March 31,
    
    US$0002011
    
    US$
    582012
    
    
    38Total
    
    US$
    96
 b.
    
    As of March 31, 2010, the Group had capital commitments in relation to acquisition of
intangible assets of US$38,000.
 12. Discontinued Operations
     2009US$000Other revenue
    
    US$
    2Operating loss
    
    
    90Loss on disposal of Fujian Qiaoxing
    
    
    2,730Impairment loss on assets of discontinued operations
    
    
    4Net loss
    
    US$
    2,822
  F-17




---



##### Table of Contents



T-BAY HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
MARCH 31, 2010 and 2009
 12. Discontinued Operations (continued)
   MARCH 31, 2009US$000Investment at cost
    
    US$
    585Deposits and other receivables
    
    
    83Due from minority shareholder
    
    
    59Cash and bank balances
    
    
    1728Impairment
    
    
    (4
    )Assets of discontinued operations
    
    US$
    724
   APRIL 9, 2009US$000Net assets disposed:-Investment at cost
    
    US$
    585Other receivables
    
    
    83Due from minority shareholder
    
    
    59Cash and bank balances
    
    
    1Net assets disposed
    
    
    728Impairment
    
    
    (4
    )Assets of discontinued operations
    
    
    724Less: Non-controlling interest  5%
    
    
    (36
    )Assets held by the Group
    
    
    688Consideration to be satisfied by cash
    
    
    731Gain on disposal of a subsidiary
    
    US$
    43
  US$000Cash and bank balances disposed
    
    US$
    (1
    )Cash consideration received
    
    
    731Net cash inflow
    
    US$
    730
  F-18




---



##### Table of Contents



T-BAY HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
MARCH 31, 2010 and 2009
 13. New Accounting Pronouncements
       F-19




---



##### Table of Contents



Item 9.
    
    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
  
 Item 9A(T).
    
    Controls and Procedures.
 (a) Evaluation of Disclosure Controls and Procedures
  (b) Managements Report on Internal Control Over Financial Reporting
     28




---



##### Table of Contents




    
    There was a lack of 1) effective communication of the importance
of internal controls over financial reporting throughout the
structure of the Company and 2) an adequate tone set by management
around control consciousness.
 
    
    We do not have sufficient in-house capacity to review and
supervise the accounting operations. Our policies and procedures
with respect to the review, supervision and monitoring of
accounting operations were not operating in a fully effective
manner. Timely review of vouchers, general ledger and sub-ledger
was not sufficient.
 
    
    Our accounting staff were not familiar with U.S. GAAP and SEC
reporting requirements. In addition, we did not maintain
effective controls over the preparation and review of the
period-end closing procedures to ensure the completeness and
accuracy of the consolidated financial statements and that
balances and disclosures reported in the consolidated financial
statements reconciled to the underlying supporting schedules and
accounting records.
 
    
    There was a lack of an effective anti-fraud program designed to
detect and prevent fraud relating to an effective whistle-blower
program, consistent background checks of personnel in positions of
responsibility and an ongoing program to manage identified fraud
risks.
 
    
    We did not maintain an effective risk assessment and management
mechanism. Specifically, we do not have sufficient internal
mechanisms to prevent management override in a fully effective
manner.
 
    
    Our internal audit function was not sufficient. Specifically,
there were no personnel with an appropriate level of experience,
training and there were no lines of reporting to allow an internal
audit group to function effectively in determining the adequacy of
our internal control over financial reporting and monitoring the
ongoing effectiveness thereof.On September 2, 2009, the two independent directors who composed
the audit committee resigned from their positions as independent
directors of the Company effective September 2, 2009. There is no
audit committee since that date.
    
 Item 9B.
    
    Other Information.
   29




---



##### Table of Contents



PART III.
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance.
   Name
    
    Age
    
    Position
    
    Director SinceXiaofeng Li
    
    
    35
    
    
    Chief Executive Officer and Director
    
    April 2009Xiangning Qin
    
    
    32
    
    
    Chief Financial Officer
    
    April 2009Zhaohui Xu
    
    
    38
    
    
    Independent Director
    
    September 2009
  Mr. Xiaofeng Li, Director and Chief Executive Officer.
   Mr. Xiangning Qin, Director and Chief Executive Officer
  Mr Zhaohui Xu, Independent Director
       30




---



##### Table of Contents



Item 11.
    
    Executive Compensation.
 Background and Compensation Philosophy
   31




---



##### Table of Contents



Elements of Compensation
  Base Salary
  Discretionary Bonus
  Equity Incentives
  Retirement Benefits
  Perquisites
  Deferred Compensation
   32




---



##### Table of Contents



SUMMARY COMPENSATION TABLE
 NonqualifiedNon-Equity
    
    
    DeferredBonus
    
    
    Stock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherSalary
    
    
    Shares
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    TotalName and Position
    
    Year
    
    
    (US$)
    
    
    (US$)
    
    
    (US$)
    
    
    (US$)
    
    
    (US$)
    
    
    (US$)
    
    
    (US$)
    
    
    (US$)Xiaofeng Li
    
    
    2010
    
    
    
    66,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,700
    
    
    
    72,700Chief Executive Officer
    
    
    2009
    
    
    
    61,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,400
    
    
    
    67,400Xiangning Qin
    
    
    2010
    
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000Chief Financial Officer
    
    
    2009
    
    
    
    11,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,000Murry Zuhe Xiao
Ex-Chief Financial Officer
    
    
    2009
    
    
    
    23,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,000Wai Chiu Albert Leung
Ex-Chief Financial Officer
    
    
    2009
    
    
    
    26,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,000Jie Shi
Ex-Chief Executive Officer
    
    
    2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 SERVICE AGREEMENTS WITH DIRECTORS AND EXECUTIVE OFFICERS
   BONUSES AND DEFERRED COMPENSATION
   OPTION GRANTS IN THE LAST FISCAL YEAR
   33




---



##### Table of Contents



INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
    Compensation of Directors
  
 Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
 Security Ownership  Certain Beneficial Owners
 th
 Security Ownership  Certain Beneficial Owners
 AmountAnd
    
    
    
    
    
    
    PercentageNature of
    
    
    
    
    
    
    of ClassBeneficial
    
    
    
    
    
    
    BeneficiallyBeneficial Owner (including address)
    
    Title of class
    
    
    Ownership (1)
    
    
    Total
    
    
    OwnedMeilian Li
    
    Common
    
    
    15,950,000D
    
    
    
    15,950,000
    
    
    
    53.01
    %Room 917, YongSheng Building
Xhong Shang Xi Road
Xuhui District, Shanghai, China
  34




---



##### Table of Contents



Security Ownership  Management
 AmountAnd
    
    
    
    
    
    
    PercentageNature of
    
    
    
    
    
    
    of ClassBeneficial
    
    
    
    
    
    
    BeneficiallyBeneficial Owner (including address)
    
    Title of class
    
    
    Ownership (1)
    
    
    Total
    
    
    OwnedXiaofeng Li (2)(3)
    
    Common
    
    
    
    1,998,237
    D
    
    
    1,998,237
    
    
    
    6.64
    %Room 917, YongSheng Building
Xhong Shang Xi Road
Xuhui District, Shanghai, ChinaXiangning Qin (2)(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Room 917, YongSheng Building
Xhong Shang Xi Road
Xuhui District, Shanghai, ChinaZhaohui Xu (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Room 917, YongSheng Building
Xhong Shang Xi Road
Xuhui District, Shanghai, ChinaOfficers and Directors as a group
Three (3) People
    
    Common
    
    
    
    1,998,237
    
    
    
    1,998,237
    
    
    
    6.64
    %
  (1)
    
    (D) stands for direct ownership; (I) stands for indirect ownership(2)
    
    Officer(3)
    
    Director Changes in Control
  
 Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence.
 Certain Relationships and Related Transactions
  Director Independence
   35




---



##### Table of Contents



Item 14.
    
    Principal Accounting Fees and Services.
 
  Service
    
    2010
    
    
    2009Audit Fees
    
    US$
    127,000
    
    
    US$
    154,000Audit Related
FeesTax FeesAll Other FeesTOTAL
    
    US$
    127,000
    
    
    US$
    154,000
      36




---



##### Table of Contents



Item 15.
    
    Exhibits, Financial Statement Schedules.
    14
    
    

Business
Code of Conduct and Financial Code of Conduct (Incorporated by
reference to Exhibit 14.1
and 14.2 to Form 8-K filed with the Commission on August 15, 2008)21
    
    
    *Subsidiaries List31.1
    
    
    *Certification of Chief Executive Officer pursuant to 13a-14 and 15d-14 of the Exchange Act31.2
    
    
    *Certification of Chief Financial Officer pursuant to 13a-14 and 15d-14 of the Exchange Act32.1
    
    
    *Certificate pursuant to 18 U.S.C. ss. 1350 for Michael Mak, Chief Executive Officer32.2
    
    
    *Certificate pursuant to 18 U.S.C. ss. 1350 for Michael Mak, Chief Financial Officer
 *
    
    - Filed herein    37




---



##### Table of Contents



SIGNATURES
  T-BAY HOLDINGS, INC./s/
Xiaofeng
Li
Xiaofeng Li, Chief Executive OfficerDated:
June 29, 2010
    
    (Principal executive officer)/s/
Xiangning Qin
Xiangning Qin, Chief Financial OfficerDated:
June 29, 2010
    
    (Principal financial officer)
   Signature
    
    Title
    
    Date/s/ Xiaofeng Li
Xiaofeng Li
    
    Chief Executive Officer(Chief principal officer) and Director
    
    June 29, 2010/s/ Xiangning Qin
Xiangning Qin
    
    Chief Financial Officer and Director
    
    June 29, 2010/s/ Zhaohui Xu
Zhaohui Xu
    
    Independent
Director
    
    June 29, 2010
  38