UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





ANNUAL
REPORT


ON
FORM 10-K





ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For
the Fiscal Year Ended March 31, 2009





Commission
File Number 333-128532





CHISEN
ELECTRIC CORPORATION


(Exact
name of registrant as specified in its charter)





Nevada
              
              20-2190950(State
      or other jurisdiction of
              
              (I.R.S.
      Employerincorporation
      or organization)
              
              Identification
      No.)





Jingyi
Road, Changxing Economic Development Zone, Changxing, Zhejiang
Province,


The
People’s Republic of China





(Address,
including zip code, of principal executive offices)





(011)
0572-6267666


(Registrants’
telephone number, including area code)





Securities
Registered Under Section 12(b) of the Exchange
Act:  None.


Securities
Registered Under Section 12(g) of the Exchange Act:  Common Stock, par
value $0.001 per share





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o    No
x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange
Act.    Yes o    No
x




Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months 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 if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o




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




Large
accelerated filer o    Accelerated
filer o         Non-accelerated
filer oSmaller 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
x




Aggregate
market value of the voting stock held by non-affiliates of the registrant based
upon the closing price as of September 30, 2008 was approximately
$1,710,000.




The
number of outstanding shares of the registrant’s common stock on June 28, 2009
was 50,000,000.





CHISEN
ELECTRIC CORPORATION


ANNUAL
REPORT ON FORM 10-K


FOR
THE YEAR ENDED MARCH 31, 2009





Index





TABLE OF
CONTENTS





PART
      I
              
              3ITEM
      1.
              Business
              3ITEM
      1A
              Risk
      Factors
              13ITEM
      1B.
              Unresolved
      Staff Comments
              14ITEM
      2.
              Properties
              14ITEM
      3.
              Legal
      Proceedings
              15ITEM
      4.
              Submission
      of Matters to a Vote of Security Holders
              16PART
      II
              
              16ITEM
      5.
              Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
              16ITEM
      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 Risk.
              26ITEM
      8.
              Financial
      Statements and Supplementary Data
              26ITEM
      9.
              Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosures
              26ITEM
      9A(T).
              Controls
      and Procedures
              27ITEM
      9B.
              Other
      Information
              27PART
      III
              
              28ITEM
      10.
              Directors,
      Executive Officers, and Corporate Governance
              28ITEM
      11.
              Executive
      Compensation
              33ITEM
      12.
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
              35ITEM
      13.
              Certain
      Relationships and Related Transactions, and Director
      Independence
              36ITEM
      14.
              Principal
      Accountant Fees and Services
              37PART
      IV
              
              39ITEM
      15.
              Exhibits
      and Financial Statement Schedules
              39SIGNATURES
              
              43


2


PART
I




ITEM
      1.
            Business




Forward
Looking Statements




The following discussion of our
financial condition and results of operations of Chisen Electric Corporation
(formerly known as World Trophy Outfitters, Inc., and the term “World Trophy” is used
when discussing the operations of the Company prior to November 12, 2008 and the
“Registrant”
when discussing its operations after November 12, 2008) is based upon and should
be read in conjunction with our consolidated financial statements and their
related notes included in this report. This report contains forward-looking
statements. Generally, the words “believes”, “anticipates”, “may”, “will”,
“should”, “expect”, “intend”, “estimate”, “continue” and similar expressions or
the negative thereof or comparable terminology are intended to identify
forward-looking statements. Such statements are subject to certain risks and
uncertainties, including the matters set forth in this report or other reports
or documents we file with the SEC from time to time, which could cause actual
results or outcomes to differ materially from those projected. Undue reliance
should not be placed on these forward-looking statements which speak only as of
the date hereof. We undertake no obligation to update these forward-looking
statements.





Exchange
Agreement





On November 12, 2008 (the “Closing Date”), World
Trophy entered into a Share Exchange Agreement (the “Exchange Agreement”)
with Fast More Limited, a Hong Kong investment holding company (“Fast More”), Cheer
Gold Development Limited, a company organized under the laws of Samoa (“Cheer Gold”) and
Floster Investment Limited, a company organized under the laws of Samoa (“Floster” and together
with Cheer Gold, the “Stockholders”). As a
result of the share exchange, the World Trophy acquired all of the issued and
outstanding securities of Fast More from the Stockholders in exchange for
Thirty-Five Million (35,000,000) newly-issued shares of the World Trophy’s
common stock, par value $0.001 per share (“Common Stock”), of
which Thirty-Two Million Nine Hundred Thousand (32,900,000) shares were issued
to Cheer Gold and Two Million One Hundred Thousand (2,100,000) shares were
issued to Floster. As of the Closing Date, the Stockholders collectively
beneficially own seventy percent (70%) of the voting capital stock of the
Company, 65.8% of which is owned by Cheer Gold and 4.2% of which is owned by
Floster. As a result of the Exchange, Fast More became a wholly-owned subsidiary
of World Trophy.





Effective February 2, 2009, the
Registrant amended its Articles of Incorporation to change its name from “Word
Trophy Outfitters, Inc.” to “Chisen Electric Corporation”. The following is
disclosure regarding the Registrant, Fast More and Fast More’s wholly-owned and
chief operating subsidiary, Changxing Chisen Electric Co., Ltd. (hereinafter
referred to as “Chisen” or “CCEC”, and together
with Fast More and the Registrant, the “Company”), the
principal business activities of which consist of the manufacture and sale of
sealed lead-acid battery products primarily in the electric bicycle
market.





Prior
Operations of World Trophy





World Trophy was formed as a Nevada
corporation on January 13, 2005, and has been in the business of selling big
game hunting packages to high end clients who sought to hunt with the top tier
big game outfitters.  Its main product sold was hunting trips, which
included the hunting license and guide fees.  World Trophy purchased and
resold several hunting trips, selling them at a profit or for a mark-up. World
Trophy also provided incidental advisory services to purchasers of hunting trips
by helping these clients select an appropriate hunt, with no additional fees
charged for these services.





During the year ended March 31, 2008,
World Trophy sold its entire inventory of big game hunts, but has been
unsuccessful in developing a profitable business.  World Trophy ceased its
operations and became a development stage company effective April 1, 2008. Prior
to the Exchange, World Trophy focused its efforts on seeking a business
opportunity and had been in the process of locating and negotiating with
business entities for the merger of a target company into World Trophy.


3





The Registrant’s Common Stock is
currently traded on the Over-The-Counter Bulletin Board (“OTCBB”) under the
symbol “CIEC”. Immediately prior to the Exchange, World Trophy was considered a
“blank check” development stage company with US$51,039 in assets and a net loss
of US$(27,977) for the three (3) months ended September 30, 2008.  On the
Closing Date, the Registrant did not have any liabilities.





Current
Operations of the Company




Fast
More




Fast More
is an investment holding company incorporated in Hong Kong on December 17, 2007
with limited liability. CCEC was founded in Huzhou, Zhejiang Province, The
People’s Republic of China (also referred to herein as the “PRC”) in 2002 with
registered capital of RMB1,000,000 (approximately US$124,452). On December 4,
2008, it resolved to increase the registered capital from RMB 1,000,000 to RMB
50,000,000 (approximately US$7,353,000). On February 16, 2008, Fast More
acquired the 51%, 9% and 40% equity interests in Chisen from Mr. Xu Kecheng, Mr.
Xu Keyong and BEME International Co., Ltd., respectively, for RMB6,502,500
(approximately US$926,000), RMB1,147,500 (approximately US$164,000) and RMB
5,100,000 (approximately US$726,000), respectively. Upon the completion of these
acquisition transactions, CCEC became the wholly-owned and chief operating
subsidiary of Fast More.





Since the
ultimate beneficial owner of Fast More was, at all times, the substantial
stockholder of CCEC (Mr. Xu Kecheng), the ownership transfer transaction was
accounted for as a transfer of entities under common control in accordance with
Statement of Financial Standards No. 141, “Business Combinations”.




Fast More
has authorized capital of HK$10,000 (approximately US$1,282) divided into Ten
Thousand (10,000) common shares authorized at HK$1.00 each, Ten Thousand
(10,000) of which are currently issued and outstanding and held by the
Registrant as a result of the Exchange. World Trophy acquired 9,400 of these
shares from Cheer Gold and 600 of these shares from Floster. Xu Hua serves as
theSole Director
of Fast More and is a Chinese citizen. Fast More’s registered office is located
at Room 1401, 14/F, World Commerce Centre Harbour City, 7-11 Canton Road TST,
Hong Kong.




Summary
of the Company’s Current Business




The
Company is a leading lead-acid motive battery producer in China's personal
transportation device market. Our motive battery products are sold under our own
brand name and are predominantly used in electric bicycles and distributed and
sold in China. Electric bicycles are becoming increasingly popular. Among all
types of battery for electric bicycles, the lead-acid motive battery is the
preferred choice for electric bicycle manufacturers in China because of its cost
efficiency.




Today,
the Company manufactures over 7,740,000 batteries each year, has more than 2,000
employees and is one of China's largest manufacturers of lead-acid batteries for
electric-powered bicycles (LABEBs). For each of the Company’s fiscal years ended
March 31, 2008 and 2009, sales revenues were RMB486,038,000 (approximately
US$65,387,000) and RMB749,033,000 (approximately US$109,020,000), respectively,
and our net income during the same periods amounted to approximately
RMB49,810,000 (approximately US$6,701,000) and RMB61,011,000 (approximately
US$8,880,000), respectively.




The
Company is located at Changxing Economic Development Zone at the bank of the
Taihu Lake in Zhejiang Province, in close proximity to major national
transportation systems, including National Highways 104 and 318, the Shanghai –
Jiangsu – Zhejiang – Anhui – Hangzhou – Nanjing Expressway, the Changxing –
Huzhou – Shanghai Channel, the Xuancheng – Hangzhou Railway and the Xinyi –
Changxing Railway. The Company’s corporate offices are located at Jingyi Road,
Changxing Economic Development Zone, Changxing, Zhejiang Province, The People’s
Republic of China.


4




The
Company’s Products




Description
of our Lead-Acid Motive Batteries




The key
components of a lead-acid motive battery include electrode plates and fiberglass
dividing plates. The electrode plates are coated with oxidized lead and alloy
lead. Pairs of positively charged electrode plates and negatively charged
electrode plates each separated by a fiberglass dividing plate are bound
together by metal strip and installed into the plastic casing of a lead-acid
motive battery. The battery is then filled with sulfuric acid and charged with
electricity. The number and the size of electrode plates required to be
installed in a lead-acid motive battery will depend on the required level of its
storage capacity and the power output.




We
produce and offer eleven (11) models of lead-acid motive battery products for
sale and are mainly engaged in the production of the following models of
lead-acid motive battery products for electric bicycles:




Product
                              
                              Dimentions (LxWxH)
                              
                              Weight
                                (kg)
                              
                              Power
                                Output
                                (w)
                              
                              Estimated
                                Hours
                                Required
                                Per
                                Charging
                                (1)
                              
                              Estimated
                                Minutes
                                of Use
                                Per
                                Charging
                                (min)(2)
                              
                              Estimated
                                Travel
                                Distance Per
                                Charging (km)6-DZM-10Ah
                              
                              151×99×98
                              
                              4.2
                              
                              60
                              
                              10h
                              
                              135-145
                              
                              45-506-DZM-12Ah
                              
                              151×99×102
                              
                              4.3
                              
                              72
                              
                              10h
                              
                              120-130
                              
                              45-506-DZM-16Ah
                              
                              151×99×118
                              
                              5.6
                              
                              96
                              
                              10h
                              
                              120-130
                              
                              50-606-DZM-17Ah
                              
                              181×76×166
                              
                              6.3
                              
                              102
                              
                              10h
                              
                              120-130
                              
                              50-606-DZM-20Ah
                              
                              181×76×170
                              
                              7.0
                              
                              120
                              
                              10h
                              
                              120-130
                              
                              60-708-DZM-18Ah
                              
                              250×100×128
                              
                              9.0
                              
                              144
                              
                              10h
                              
                              120-130
                              
                              60-708-DZM-20Ah
                              
                              250×100×128
                              
                              9.05
                              
                              160
                              
                              10h
                              
                              120-130
                              
                              60-706-DZM-24Ah
                              
                              175×165×125
                              
                              9.5
                              
                              144
                              
                              10h
                              
                              120-130
                              
                              70-806-DZM-25Ah
                              
                              250×78×118
                              
                              8.85
                              
                              150
                              
                              10h
                              
                              120-130
                              
                              70-80




(1)
Estimated hours required per charging refers to the estimated number of hours
required for charging the battery from nil to full storage
capacity.




(2)
Estimated hours of use per charging refer to the estimated maximum number of
hours for which the battery is able to be used on each occasion when it is
charged to its full storage capacity.




All the
lead-acid motive battery products produced by us are re-chargeable and can be
recharged approximately 500 times. They are standardized and can be used in
electric bicycles, electric motorcycles and electric cars produced by different
manufacturers.





5




Pictures
of Our Products





6-DZM-10AH
            
            6-DZM-12AH





6-DZM-16AH
              
              6-DZM-17AH6-DZM-20AH
              
              8-DZM-18AH/8-DZM-20AH


6





6-DZM-24AH
                
                6-DZM-25AH




Distribution
Methods




We sell our lead-acid motive battery
products principally to manufacturers of electric bicycles. However, with the
growing retail market for replacement of battery products, i.e. our secondary
market, we have also strengthened our efforts in the sales of battery products
to sales representatives and exclusive distributors which are strategically
located in 27 provinces, autonomous regions and directly-administered
municipalities in China. Chisen currently has exclusive sales agreements with
distributors at the provincial and county level, and employs sales
representatives in each province across China to help distributors to further
distribute products from counties to towns. We have established and maintained
long-term relationships with distributors who we believe have local business
experience and established regional sales networks.  Our largest
distributors are located in Zhumadian, Henan Province, Tangshan, Hebei Province,
Haimen, Jiangsu Province and Yancheng, Jiangsu Province.




Market Share




Zhejiang
is the main province of producing LABEBs, the output of which accounted for
approximately half of the total domestic output of LABEBs in China. According to
the China Battery Industry Association, in 2008, total output of the top ten
(10) enterprises operating in Zhejiang accounted for approximately 50 million
LABEBs of the approximate 100 million sold across China in the personal
transportation market. According to market research results of Adfaith
Consulting Co., Ltd., for the year ended March 31, 2009, our sales of lead-acid
battery products in China represented approximately 6% of the total market size
(in terms of sales revenue) of the lead-acid motive battery products for
electric bicycles in China.




The table below shows the three (3) top
manufacturers of LABEBs in China, and their revenues during fiscal year ended
March 31, 2009:




Battery Manufacturer
                              
                              Production Location
                              
                              Revenues in 2009
                                (approximate)
                                US$(Million)
                              
                              
                              Market ShareTianneng
      Power International
                              
                              Changxing,
      Zhejiang
                              
                              
                              376.97
                              
                              
                              
                              22
                              %Zhejiang
      Chaowei Power Co., Ltd.
                              
                              Changxing,
      Zhejiang
                              
                              
                              222.69
                              
                              
                              
                              13
                              %CHISEN
                              
                              Changxing,
      Zhejiang
                              
                              
                              109.02
                              
                              
                              
                              6
                              %


7





Revenues
generated by the Company in China accounted for 100% of the Company’s revenues
in the fiscal years ended March 31, 2007, 2008 and 2009.




In the
calendar year ended December 31, 2008, Chisen’s battery production reached 7
million. In the calendar year ending December 31, 2009, we believe that Chisen’s
battery production will reach approximately 16 million.





Competitive
Business Conditions and Market Trends




We believe that in the next several
years, due to the intensifying global environmental concerns, there will be
increased development of the electric bicycle. At present, due to the fact that
the use of electric vehicles is very much in line with the energy-saving and
environmental protection policy initiated by the Chinese government, the
development of electric vehicles won its support. Electric vehicle, as an
environment-friendly and convenient personal transportation vehicle, bears the
advantages of convenience, non-pollution, safety and less energy According to
market research results of Adfaith Consulting Co., Ltd., during the five years
from 2004 to 2008, the market sales of electric vehicles in China tripled, with
the number of electric vehicles totally amounting to 67,700,000 in 2008. In
accordance with the measured data of the electric vehicle market demand in
China, it is estimated that the market demand of electric vehicle will exceed
138,000,000 in 2013.





With respect to new product trends in
the market, Europe, the United States and Japan use primarily a lithium battery
whereas India and most of the countries of Southeast Asia use primarily a
lead-acid battery. In 2008, according to the industry magazine Business
E-Bicycle, approximately 90% of the electric bikes in China used lead-acid
motive battery products. However, with technological advancements, it is a
general market trend to develop motive battery products that are more
environmentally friendly with increased power output and less weight. There can
be no assurance that manufacturers of electric bikes will continue to use
lead-acid motive battery products as the principal source of motive power for
electric bikes. In the event that the market prefers to use other forms of
battery product and if we are not able to develop new motive battery products to
meet the future demand, our business could be adversely affected.




In 2008, the top electric bicycle brand
in terms of production was Xinri, followed by Yadea, Taimei, Supaiqi, Lvyuan,
Aucma, Bidewen and Hongdu. Each of these companies is a relatively small
enterprise. We believe that continued industrial integration and brand
concentration will continue to increase and that these famous brands will
rapidly increase their market share.  We also believe that brands will
become more diversified by an increasing influence of famous brands on the
market. Chisen has established long-term strategic relationships with important
electric bicycle manufacturers, including Xinri, Yadea, Taimei, Supaiqi. Xinri’s
electric bicycle was honored to serve at the Beijing 2008 Olympic Games and at
the Paralympic Games, and Chisen was chosen as the only manufacturer to supply
environmentally friendly batteries to Xinri for its electric bicycle. Based on
this, in the next several years, we will strive to create an international
first-class brand and become the leader in providing “green” energy in the
electric bicycle marketplace. Simultaneously, through constant research and
development of new chemical energy technologies, we believe Chisen will provide
energy-savings and highly-effective energy solutions to our customers for the
purpose of improving the quality of human life and a sustainable ecological
environment.




Competition




Our chief competitors are Tianneng
Power International Ltd. (“Tianneng”) and
Zhejiang Chaowei Power Co., Ltd (“Chaowei”). These
companies were the first into the battery industry. For example, Tianneng ranks
first in terms of sales volume, and its capital stock is listed on The Stock
Exchange of Hong Kong Limited. Taige Power Supply Co., Ltd. and Xinnuoli Power
Supply Co., Ltd., as the OEM customers of Tianneng, were separated from Tianneng
and officially set up their own brands in 2008, which has since impacted
somewhat the capablilities of Tianneng and the overall industry competition
structure.


8


Chaowei has a lot of after-sales
service stores. However, Tianneng and Chaowei also do not have close cooperation
with one of the top electric bicycle manufacturers in China. Although Chisen
entered into its battery industry later than some of its competitors, Chisen has
achieved success in establishing long-term strategic cooperation with a top
electric bicycle manufacturer. The Company has established long-term strategic
cooperation with many famous electric bicycle manufacturers in China, such as
Xinri, Yadea, Taimei, Xinkelin and Lvyuan.





Research
and Development (R&D)




R&D Summary




The Company has spent approximately
US$117,000 during the fiscal year ended March 31, 2009, approximately US$34,000
for the fiscal year ended March 31, 2008 and approximately US$36,000 for the
fiscal year ended March 31, 2007 on Company-sponsored research and development
(“R&D”)
activities as determined in accordance with US GAAP.





The Company plans to spend US$220,000
during fiscal year ending March 31, 2010, US$350,000 during fiscal year ending
March 31, 2011 and US$550,000 during fiscal year ending March 31, 2012 on
Company-sponsored research and development activities.





In the fiscal year ended March 31,
2009, the Company has almost triple spent on Company-sponsored research and
development activities in order to further enhance the competitiveness of the
Company’s products. Our product competitiveness has been further enhanced by the
improvement of production technique and the release of new lead-acid battery
products.





On
the development of new products lines, the Company collaborated the research
with the leading universities and national labs across various academic fields
including, but not limited to, ultra lead –acid motive batteries, li-ion power
batteries and storage batteries for solar and wind energy.  The ultra
lead-acid motive battery, which was released in March time frame of 2009,
is over 8% greater than other products of same type on performance
indicators.   Since its launch in the current market segment, the
ultra lead-acid motive batteries have received good customer feedback and
achieved good results.  In February 2009, the Company successfully
developed lead-acid batteries for electric road vehicles, which have been put
into mass production.  The Company also starts receiving sales orders
from different areas in China.  With the come out of the plan for the
revitalization of China’s new energy and the vigorous promotion of the Chinese
government to new energy motors, such products are expected to occupy great
market share. The Lithium iron phosphate battery, which has been researched
for the past two years, has finished the alpha tests with stable technical
parameters, and will be launched to the market after functional and performance
tests.





Cooperative Partnership




In April 2008, CCEC set up the Zhejiang
Changxing Chisen Physical-Chemical Power Supply Research and Development Center
at the College of Chemistry and Chemical Engineering at Xiamen University in
order to research and develop new products. Xiamen University is a first class
comprehensive University in China with 9 graduate schools, 120 research
institutions and cooperative inter-university ties to over 100 institutions
worldwide. A copy of Chisen’s Agreement with the Research and Development Center
is referenced hereto as Exhibit 10.1.





Chisen has established long-term
strategic relationships with important electric bicycle manufacturers, including
Xinri, Yadea, Taimei, Supaiqi.  The Company also established strategic
cooperation partnership with suppliers and vendors by means of supply chain
integration to realize the control on procurement cost and quality. Moreover, a
supplier’s assessment system has been set up to ensure the quality stability of
direct materials.





9




Development
Strategy of the Company


With a leading position in the LABEB
battery product market in China, our product research and development capability
and our cooperative partnership, we believe we are well positioned to capture
additional business opportunities in China's personal transportation device
market. In light of those prevailing economic trends of developing alternative
transportation devices, aiming to reduce the reliance on oil and gas and
producing less emissions, we intend to explore the motive battery market for
electric-powered motorcycles and electric cars. Leveraging our experience and
expertise in producing lead-acid motive battery products for electric bicycles,
our product mix has been expanded to include lead-acid back-up batteries,
Lithium iron motive batteries, LiFe back-up battery products and complementary
electrical equipment, such as chargers, controllers and motors, for different
types of personal transportation devices. It is our goal to become the largest
battery developer producer with a first-class sales and service network in
China.





Sources
and Availability of Raw Materials from Suppliers




The Company purchases the raw materials
used in the manufacturing of its products from numerous sources. The Company
believes that all necessary raw materials for its products are readily available
and will continue to be so in the foreseeable future. The Company has never had,
nor does it anticipate experiencing, any shortages of such
materials.




The raw material for our battery
products consist primarily of electrolytic lead. Our success significantly
depends on our ability to secure sufficient and constant supply of electrolytic
lead for our production at acceptable price levels. Electrolytic lead represents
our largest cost item in our lead-acid motive battery production. During each of
the two fiscal years ended March 31, 2009 and March 31, 2008, the average
selling price of electrolytic lead by our suppliers was approximately RMB15,000
(approximately US$2,200) and RMB22,000 (approximately US$3,000) per ton,
respectively. For each of the two financial years ended March 31, 2009 and March
31, 2008, costs of lead-related material accounted for approximately 82.50% and
83.95% of our total cost of sales, respectively. We do not have long-term
contracts with any of our electrolytic lead suppliers, nor have we entered into
any arrangement to mitigate the effect of price fluctuations of electrolytic
lead. Hence, any significant increase in the cost of electrolytic lead in the
future could adversely affect our results if we cannot transfer the price
increment to our customers.





We believe the Company generally
maintains sufficient quantities of inventories of its products to meet customer
demand.




The Company has entered into written
contracts with several suppliers and vendors. The Company has major suppliers
who accounted for the following percentage of total purchases and total accounts
payable in the fiscal years ended March 31, 2009 and 2008:





Purchases
                                                        
                                                        Accounts
      PayableMajor
      Suppliers
                                                        
                                                        Fiscal year ended
                                                          March 31, 2009
                                                        
                                                        
                                                        Fiscal year ended
                                                          March 31, 2008
                                                        
                                                        Fiscal year ended
      March 31, 2009
                                                        
                                                        Fiscal year ended
      March 31, 2008Company
      A
                                                        
                                                        
                                                        19.44
                                                        %
                                                        
                                                        
                                                        8.56
                                                        %
                                                        US$
                                                        1,539,000
                                                        
                                                        US$
                                                        403,000Company
      B
                                                        
                                                        
                                                        17.46
                                                        %
                                                        
                                                        
                                                        4.63
                                                        %
                                                        US$
                                                        0
                                                        
                                                        US$
                                                        138,000Company
      C
                                                        
                                                        
                                                        11.99
                                                        %
                                                        
                                                        
                                                        23.32
                                                        %
                                                        US$
                                                        85,000
                                                        
                                                        US$
                                                        692,000Company
      D
                                                        
                                                        
                                                        11.07
                                                        %
                                                        
                                                        
                                                        8.2
                                                        %
                                                        US$
                                                        1,055,000
                                                        
                                                        US$
                                                        603,000Company
      E
                                                        
                                                        
                                                        7.69
                                                        %
                                                        
                                                        
                                                        0
                                                        %
                                                        US$
                                                        0
                                                        
                                                        US$
                                                        0





10




Key
Customers


Accounts receivable related to the
Company’s major customers for the years ended March 31, 2009 and 2008 comprised
91% and 90% of all account receivables as of March 31, 2009 and 2008,
respectively. Accounts payable related to the Company’s major suppliers for the
years ended March 31, 2009 and 2008 comprised 24% and 30% of all accounts
payable as of March 31, 2009 and 2008, respectively. The Company’s major
customers for the fiscal years ended March 31, 2009 and 2008 accounted for the
following percentages of total revenue and account receivable:





Sales
                  
                  
                  Accounts ReceivableMajor Customers
                  
                  Fiscal year ended
                    March 31, 2009
                  
                  
                  Fiscal year ended
                    March 31, 2008
                  
                  
                  Fiscal year ended
                    March 31, 2009
                  
                  
                  Fiscal year ended
                    March 31, 2008Company
      X
                  
                  
                  47.40
                  %
                  
                  
                  40.01
                  %
                  
                  US$
                  29,598,000
                  
                  
                  US$
                  10,900,000Company
      Y
                  
                  
                  6.34
                  %
                  
                  
                  0.15
                  %
                  
                  US$
                  1,609,000
                  
                  
                  US$
                  345,000Company
      Z
                  
                  
                  3.25
                  %
                  
                  
                  6.6
                  %
                  
                  US$
                  613,000
                  
                  
                  US$
                  1,731,000




Employees





As of the
date of this Report, the Company has 2,076 full-time employees.





Intellectual
Property




Chisen
successfully registered the trademark “” in China in
December 2002 and in the United States, Britain, Germany, France Benelux, Egypt,
Hungary, Italy, Russia, Vietnam, Greece and Australia in August
2007.




Chisen
successfully registered the trademark “” in China in
November 2005.




Chisen
successfully registered the trademark “” in China in
April 2006.




Chisen
successfully registered the trademark “” in China in
April 2006.




Chisen
successfully registered the trademark “CHISEN” in China in January
2008.




Chisen
successfully registered the trademark “CXCS” in
China in April and June 2008 and in Cambodia, Thailand, Malaysia, Indonesia and
the Philippines in July 2008.




Chisen
successfully registered the trademark “” in China in
May 2008.




Chisen
successfully registered “” in China on May 4,
2008.




Chisen
has obtained the title of “China Famous Trademark” on April 21,
2008.




Chisen
currently holds 26 patents in total, including 8 of which are currently
pending.




The
Company currently has one domain name, http://www.chisenpower.com.
This domain name is in good standing.




11




Honors
and Certificates Company’s Qualification and Honors


·
              National
      Inspection-Free Product Certification
  (2007-2010)
 
 ·
              China
      Foundation of Consumer Protection High Quality Product
      Certification
  ·
              China
      Famous Trademark
  ·
              Huzhou
      Municipal Government High Quality Enterprise
  Certificate
  ·
              Zhejiang
      Famous Product Certification (December
2007)
  ·
              Zhejiang
      Clean Production Enterprise
Certificate
  ·
              Zhejiang
      Patent Demonstration Enterprise
  ·
              Zhejiang
      Advanced Information Management
Enterprise
 
 ·
              Zhejiang
      Top 100 Most Innovative Enterprise
 
 ·
              Zhejiang
      Famous Trademark Enterprise Certificate (February
  2009)





Compliance
with Environmental Regulations and Other Laws




We are
subject to the national and local environmental laws and regulations in China on
environmental matters, such as the discharge of waste water, exhaust fumes and
solid waste. The main pollutants generated by us are lead dust or particles and
waste water which contain lead and sulfuric acid. During the operation of our
production, we did not release any toxic element other than those that are
permitted under the relevant laws and regulations.




Lead is
the key raw material used in our production of lead-acid motive battery
products. An excessive intake of lead dust or particles, whether through
inhaling or skin contact, could have harmful effect on health. Lead poisoning
may also result from occupations that involve close and frequent contact with or
exposure to lead dust or particles.




Lead dust
and particles are generated during our production process. Our workers are
exposed to electrode plates during different stages of our production
process.




Pursuant
to the applicable environmental laws and regulations in China, we are obliged to
install environmental protection equipment to ensure effective removal of lead
dust and particles generated during our production process. We have installed
such equipment at each of our production plants.





Our production process generates waste
water containing lead and sulfuric acid. Such waste water will be neutralised
and treated to remove lead contents in accordance with the applicable
environmental standards in China. We have installed such waste water treatment
facilities at all our production plants. Waste water generated at our production
process, after the required treatment, will either be collected and reused for
our production requirements or discharged to the municipal waste water
collection systems for further treatment and discharge to the
environment.




We are
also required by the laws and regulations governing health and safety at work in
China to provide our employees exposed to lead dust or particles with protective
clothing and accessories, such as gloves, goggles and masks. We also arrange all
our employees engaging in the lead-related production process to receive medical
checks at least once a year. The medical checks include measurement of blood
lead level.




12




Business
Qualification and Licenses




General Business License




According to certain corporate laws of
the PRC, in order to be a lawfully established company in China, the relevant
corporate registration authority shall issue a business license, the date of
which shall be the date of the establishment of the company. The company
business license shall state the name, domicile, registered capital, actually
paid capital, business scope and the name of the legal representative of such
company. If any of the items as stated in the business license is changed, the
company shall modify the company’s registration, and the company registration
authority shall issue a new business license.




CCEC
obtained its business license on February 25, 2002, which such license was
issued by the Huzhou Administration for
Industry and Commerce. According to the Industrial Product Production License
Control Regulation of the PRC, enterprises which manufacture lead-acid batteries
are permitted to engage in said production if the company obtains a production
license.





On
January 13, 2005 the Administration of Quality Supervision, Inspection and
Quarantine of the PRC issued a Production License to CCEC (the license number
XK06-044-00223).  On August 17, 2007, due to the fact that the Company
added new product lines, an updated Production License with the same license
number was reissued to CCEC.





Environmental
Reports, Certifications and Licenses





According
to certain environmental laws and regulations in China, the Department of
Environmental Protection Administration under the State Council shall, in
accordance with the national standards for environment quality and China’s
economic and technological conditions, establish the national standards for the
discharge of pollutants. The People's Governments of Provinces, Autonomous
Regions and Municipalities directly under the Central Government may establish
their local standards for the discharge of pollutants for items not specified in
the national standards. With regard to items already specified in the national
standards, they may set local standards, which are more stringent than the
national standards, and report the local ones to the Department of Environmental
Protection Administration under the State Council for the record. Units that
discharge pollutants in areas where the local standards for the discharge of
pollutants have been established shall observe such local
standards.





On
September 5th, 2008, the Changxing Environmental Protection Bureau issued the
Notice of Examination Opinion approving Chisen’s Environment Effect Report on
its Relocation and Extension of Chisen’s 1500 unit-per-year Lead-acid Battery
Production Project.





On
October 11th, 2007, the Beijing TIRT Quality Certification Center for the
Environment issued the ISO14001 Certificate (number 04807E20059R0M) to the
Company and signed-off on the environmental management system applied in
Chisen’s production and management activities.




On July
31, 2007, the Beijing TIRT Quality Certification Center for the Environment
issued the ISO9001 Certificate to the Company (number 04807Q10708R0M) agreeing
that the quality management system applied in Chisen’s production and management
activities.





On
September 20, 2008, the Changxing Environmental Protection Bureau issued the
Pollutant Discharge License to Chisen (license number HuChang080042).




ITEM
      1A
            Risk
      Factors




Not required for a "smaller reporting
company".




13





ITEM
      1B.
            Unresolved
      Staff Comments




None.





ITEM
      2.
            Properties




All land
in China is owned by the State. Individuals and companies are permitted to
acquire rights to use land or land use rights for specific purposes. In the case
of land used for industrial purposes, the land use rights are granted for a
period of fifty (50) years. This period may be renewed at the expiration of the
initial and any subsequent terms. Granted land use rights are transferable and
may be used as security for borrowings and other obligations.





The
Company maintains leases with Changxing Xiangyi Industrial Park Investment Co.
for the purpose of the production of its battery products at Xiangyi Industrial
Park, Jing’er Road, Changxing Economic Development Zone, Zhejiang, The People’s
Republic of China. Those leases are described in the table below:




Address
                                                                                                        
                                                                                                        Lessor
                                                                                                        
                                                                                                        Area
                                                                                                          (Square
                                                                                                          meters)
                                                                                                        
                                                                                                        Rental
                                                                                                          Amount
                                                                                                          Per year
                                                                                                          (US$)
                                                                                                        
                                                                                                        Commencement
                                                                                                          Date
                                                                                                        
                                                                                                        Termination
                                                                                                          Date
                                                                                                        
                                                                                                        NoteNo.8
      Factory Building, Xiangyi Industrial Park, Economic Development Zone,
      Changxing, Zhejiang, China
                                                                                                        
                                                                                                        Changxing
      Xiangyi Industrial Park Investment Co.
                                                                                                        
                                                                                                        6,200
                                                                                                        
                                                                                                        68,867
                                                                                                        
                                                                                                        August
      1, 2008
                                                                                                        
                                                                                                        July
      31, 2013
                                                                                                        
                                                                                                        The
      annual rent will increase by 5% yearly from August 1,
2009.No.4
      Factory Building, Xiangyi Industrial Park, Economic Development Zone,
      Changxing, Zhejiang, China
                                                                                                        
                                                                                                        Changxing
      Xiangyi Industrial Park Investment Co.
                                                                                                        
                                                                                                        6,200
                                                                                                        
                                                                                                        68,867
                                                                                                        
                                                                                                        August
      1, 2008
                                                                                                        
                                                                                                        July
      31, 2013
                                                                                                        
                                                                                                        The
      annual rent will increase by 5% yearly from August 1,
2009.The
      North Part of the No. 6 Factory Building, Xiangyi Industrial Park,
      Economic Development Zone, Changxing, Zhejiang, China
                                                                                                        
                                                                                                        Changxing
      Xiangyi Industrial Park Investment Co.
                                                                                                        
                                                                                                        3,100
                                                                                                        
                                                                                                        34,434
                                                                                                        
                                                                                                        August
      1, 2008
                                                                                                        
                                                                                                        July
      31, 2013
                                                                                                        
                                                                                                        The
      annual rent will increase by 5% yearly from August 1,
2009.No.1
      Factory Building, Xiangyi Industrial Park, Economic Development Zone,
      Changxing, Zhejiang, China
                                                                                                        
                                                                                                        Changxing
      Xiangyi Industrial Park Investment Co.
                                                                                                        
                                                                                                        6,200
                                                                                                        
                                                                                                        70,386
                                                                                                        
                                                                                                        January
      1, 2009
                                                                                                        
                                                                                                        December
      31, 2013
                                                                                                        
                                                                                                        The
      annual rent will increase by 5% yearly from January 1,
    2010.


14





The
      North Part of the No. 2 Factory Building, Xiangyi Industrial Park,
      Economic Development Zone, Changxing, Zhejiang, China
              
              
              Changxing
      Xiangyi Industrial Park Investment Co.
              
              
              3,100
              
              
              35,193
              
              
              February
      8, 2009
              
              
              February
      7, 2014
              
              
              The
      annual rent will increase by 5% yearly from February 8,
    2010.The
      South Part of the No. 2 Factory Building, Xiangyi Industrial Park,
      Economic Development Zone, Changxing, Zhejiang, China
              
              
              Changxing
      Xiangyi Industrial Park Investment Co.
              
              
              3,100
              
              
              35,193
              
              
              February
      1, 2009
              
              
              January 31,
      2014
              
              
              The
      annual rent will increase by 5% yearly from February 1,
    2010.The
      South Part of the No. 5 Factory Building, Xiangyi Industrial Park,
      Economic Development Zone, Changxing, Zhejiang, China
              
              
              Changxing
      Xiangyi Industrial Park Investment Co.
              
              
              3,100
              
              
              35,193
              
              
              February
      16, 2009
              
              
              February
      15, 2014
              
              
              The
      annual rent will increase by 5% yearly from February 16,
    2010.No.7
      Factory Building, Xiangyi Industrial Park, Economic Development Zone,
      Changxing, Zhejiang, China
              
              
              Changxing
      Xiangyi Industrial Park Investment Co.
              
              
              6,200
              
              
              70,386
              
              
              February
      16, 2009
              
              
              February
      15, 2014
              
              
              The
      annual rent will increase by 5% yearly from February 16,
    2010.





In
addition to the leases set forth above, Chisen’s office space at Jingyi Road is
a fixed asset of the Company. In 2004, CCEC purchased from the Chinese
government land rights to use such land for 50 years for RMB4,470,000
(approximately US$650,598) and the building and other facilities thereon were
contributed by the Company.  The land area and the covered area are
53,974.42 square meters and 33,145.79 square meters, respectively.





ITEM
      3.
            Legal
      Proceedings




In the
normal course of business, we are named as defendant in lawsuits in which claims
are asserted against us. In our opinion, the liabilities, if any, which may
ultimately result from such lawsuits, are not expected to have a material
adverse effect on our financial position, results of operations or cash flows.
As of March 31, 2009 and as of the date hereof, there was no pending or
outstanding material litigation with the Company.




15




ITEM
      4.
            Submission
      of Matters to a Vote of Security
Holders




On January 21, 2009, a principal
stockholder holding in excess of fifty percent (50%) of the voting capital stock
of the Company voted in favor of changing the name “World Trophy Outfitters,
Inc.” to “Chisen Electric Corporation” as set forth in that certain Definitive
Information Statement on Schedule 14C (as amended) as filed with the SEC on
December 29, 2008. The Company did not solicit proxies in light of the fact that
a majority stockholder intended to vote and did vote in favor of the
proposal.  On February 2, 2009, the Registrant filed a Certificate of
Amendment to its Articles of Incorporation to effect such name change, effective
immediately.




PART
II




ITEM
      5.
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities




Market
for Common Equity




Our
Common Stock formerly traded on the OTCBB under the symbol “WTRY” from October
15, 2007 to February 2, 2009 and has traded (and continues to trade) under the
symbol “CIEC” since February 2, 2009. There has been an extremely limited public
market for our Common Stock.  As of the date hereof, 50,000,000 shares of
Common Stock were issued and outstanding.




When the
trading price of our Common Stock is below US$5.00 per share, the Common Stock
is considered to be a “penny stock” that is subject to rules promulgated by the
SEC (Rule 15-1 through 15g-9) under the Exchange Act. These rules impose
significant requirements on brokers under these circumstances, including:
(a) delivering to customers the SEC’s standardized risk disclosure
document; (b) providing customers with current bid and ask prices;
(c) disclosing to customers the brokers-dealer’s and sales representatives
compensation; and (d) providing to customers monthly account
statements.




The
following table sets forth on a per share basis for the periods shown, the high
and low closing bid prices of our Common Stock. The quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.




Closing
      Bid Prices
                                      
                                      High
      (US$)
                                      
                                      
                                      Low
      (US$)Calendar Year Ending December 31,
      20091st
      Quarter
                                      
                                      
                                      1.70
                                      
                                      
                                      
                                      0.925Calendar Year Ending December 31,
      20084th
      Quarter
                                      
                                      
                                      3.30
                                      
                                      
                                      
                                      1.054th
      Quarter (prior to 3 for 1 split)
                                      
                                      
                                      0.10
                                      
                                      
                                      
                                      0.103rd
      Quarter:
                                      
                                      
                                      0.10
                                      
                                      
                                      
                                      0.102nd
      Quarter:
                                      
                                      
                                      0.10
                                      
                                      
                                      
                                      0.101st
      Quarter:
                                      
                                      
                                      0.10
                                      
                                      
                                      
                                      0.10Calendar Year Ended December 31,
      20074th
      Quarter:
                                      
                                      NONE
                                      
                                      
                                      NONE3rd
      Quarter:
                                      
                                      NONE
                                      
                                      
                                      NONE2nd
      Quarter:
                                      
                                      NONE
                                      
                                      
                                      NONE1st
      Quarter:
                                      
                                      NONE
                                      
                                      
                                      NONECalendar Year Ended December 31,
      20064th
      Quarter:
                                      
                                      NONE
                                      
                                      
                                      NONE3rd
      Quarter:
                                      
                                      NONE
                                      
                                      
                                      NONE2nd
      Quarter:
                                      
                                      NONE
                                      
                                      
                                      NONE1st
      Quarter:
                                      
                                      NONE
                                      
                                      
                                      NONE


16





The high and low bid quotations for the
Common Stock as of March 31, 2009 were $3.30 and $0.10, respectively.  The
market quotations represent prices between dealers, do not include retail
markup, markdown, or commissions and may not represent actual
transactions.





Dividends




Dividends, if any, will be contingent
upon our revenues and earnings, if any, capital requirements and financial
conditions. The payment of dividends, if any, will be within the discretion of
the Board. We presently intend to retain all earnings, if any, for use in our
business operations and accordingly, the Board does not anticipate declaring any
cash dividends for the foreseeable future. We have not paid any cash dividends
on our Common Stock.




Holders
of Common Equity




As of the date of this Annual Report,
we have issued Fifty Million (50,000,000) shares of our Common Stock to 99
holders of record.




The Company believes that it has more
stockholders since many of its shares are held in "street" name. See also the
“Security Ownership of Certain Beneficial Owners and Management” above for a
table setting forth (a) each person known by us to be the beneficial owner of
five percent (5%) or more of our Common Stock and (b) all directors and officers
individually and all directors and officers as a group as of the date of this
Annual Report, after giving effect to the Exchange. The Exchange occurred
simultaneously with the cancellation of 18,658,200 shares of Common Stock held
by Mr. Mathew Evans, World Trophy’s sole officer and director and World Trophy’s
majority stockholder immediately prior to the Exchange.





Securities
Authorized for Issuance under Equity Compensation Plans




As of the
date of this Annual Report, we have no compensation plans (including individual
compensation arrangements) under which the Registrant’s equity securities are
authorized for issuance.





Performance
Graph




Not
required for a “smaller reporting company”.




17


Options
and Warrants





As of March 31, 2009 and as of the date
of this Annual Report, the Registrant had no outstanding options or
warrants.





Transfer
Agent and Registrar




Interwest Transfer Company, Inc., 1981
East Murray Holladay Road, Suite 100, P.O. Box 17136, Salt Lake City, Utah
84117, telephone (801) 272-9294, facsimile (801) 277-3147, currently acts as the
Registrant’s transfer agent and registrar.





ITEM
      6.
            Selected
      Financial Data




Not
required for a “smaller reporting company”.




ITEM
      7.
            Management‘s
      Discussion and Analysis of Financial Condition and Results of
      Operations




Forward
Looking Statements





The following is
management’s discussion and analysis of certain significant factors which have
affected our financial position and operating results during the periods
included in the accompanying consolidated financial statements, as well as
information relating to the plans of our current management. This Annual Report
includes forward-looking statements. Generally, the words “believes ”,
“anticipates”, “ may ”, “ will ”, “ should ”, “ expect ”, “ intend ”,
“estimate”, “continue” and similar expressions or the negative thereof or
comparable terminology are intended to identify forward-looking statements. Such
statements are subject to certain risks and uncertainties, including the matters
set forth in this Annual Report or other reports or documents we file with the
SEC from time to time, which could cause actual results or outcomes to differ
materially from those projected. Undue reliance should not be place on these
forward-looking statements which speak only as of the date hereof. We undertake
no obligation to update these forward-looking
statements.





The following discussion and analysis
should be read in conjunction with our consolidated financial statements and the
related notes thereto and other financial information contained elsewhere in
this Annual Report.





Summary
of Significant Accounting Policies




Accounting
Principles




The
consolidated financial statements and accompanying notes are prepared in
accordance with generally accepted accounting principles in the United States of
America (“USGAAP”).




Basis
of Consolidation




The
consolidated financial statements include the financial information of
Registrant and its subsidiaries. All significant intercompany accounts and
transactions have been eliminated upon consolidation.




Revenue
Recognition




Operating revenue represents sale of
goods at invoiced value to customers, net of returns, discounts and value-added
tax (“VAT”),
and is recognized when goods are delivered to customers, the significant risks
and rewards of ownership of goods have been transferred to customers, the sales
price to the customers is fixed or determinable and the collectability of
consideration is reasonably assured.




Costs related to shipping and handling
are included in selling, marketing and distribution expenses.




18




Income
Taxes




The Company provides for income taxes
using the liability method. Under the liability method, current income tax
expense or benefit is the amount of income taxes expected to be payable or
refundable for the current period.





A deferred income tax asset or
liability is computed for the expected future impact of differences between the
financial reporting and tax bases of assets and liabilities and for the expected
future tax benefit to be derived from tax credits. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized.





Tax rate changes are reflected in the
computation of the income tax provision during the period such changes are
enacted.




Comprehensive
Income




SFAS No. 130, "Reporting Comprehensive
Income", requires the presentation of comprehensive income, in addition
to the existing statements of operations. Comprehensive income is defined as the
change in equity during the year from transactions and other events, excluding
the changes resulting from investments by owners and distributions to owners,
and is not included in the computation of income tax expense or benefit.
Accumulated comprehensive income consists of changes in unrealized gains and
losses on foreign currency translation.




Available-For-Sale
Financial Assets




The Company’s available-for-sale
financial assets consist of investment in unlisted equity securities and are
recorded at cost.




The
Company periodically assesses whether its investment in non-marketable equity
securities are impaired and if any impairment is other than temporary. Factors
considered in assessing whether an impairment is other than temporary include
the credit quality of the investment, the duration of the impairment, the
Company’s ability and intent to hold the investment until recovery and overall
economic conditions. A decline in value of these securities below cost that is
deemed to be other than temporary results in an impairment charge to earnings
that reduces the carrying amount of the securities to fair value establishing a
new cost basis.




Property,
Plant and Equipment (“PPE”) and Long-Term Land Lease Prepayments




PPE are stated at cost less accumulated
depreciation, and include expenditure that substantially increases the useful
lives of existing assets.




The cost
of an asset comprises its purchase price and any directly attributable costs of
bringing the asset to its present working condition and location for its
intended use. Expenditures incurred after the assets have been put into
operation, such as repairs and maintenance, overhaul and minor renewals and
betterments, are normally charged to operating expenses in the period in which
they are incurred.  In situations where it can be clearly demonstrated
that the expenditure has resulted in an increase in the future economic benefits
expected to be obtained from the use of the assets, the expenditure is
capitalized.




Depreciation is provided, on a
straight-line basis, to write off the cost less accumulated impairment losses of
each PPE item at rates based on their estimated useful lives from the date on
which they become fully operational and after taking into account their
estimated residual values as follows:


19




Buildings
                  Furniture,
      fixtures and office equipment
                  Motor
      vehicles
                  Plant
      and machinery
                20
      years
                  10
      years
                  5
      years
                  10
      years




When assets are sold or retired, their
costs and accumulated depreciation are eliminated from the consolidated
financial statements and any gain or loss resulting from their disposal is
recognized in the period of disposition as an element of other
income.





Construction-in-progress consists of
factories and office buildings under construction and machinery pending
installation and includes the costs of construction, machinery and equipment,
and any interest charges arising from borrowings used to finance these assets
during the period of construction or installation. No provision for depreciation
is made on construction-in-progress until such time as the relevant assets are
completed and ready for their intended use.




Long-term land lease prepayments are
amortized on a straight-line basis over the term of lease.




Impairment
of Long-Lived Assets




Long-lived assets are reviewed at least
annually for impairment whenever events or changes in circumstances indicate
that the carrying amount of assets may not be recoverable. It is reasonably
possible that these assets could become impaired as a result of technology or
other industry changes. Determination of recoverability of assets to be held and
used is by comparing the carrying amount of an asset to future net undiscounted
cash flows to be generated by the assets. If such assets are considered to be
impaired, impairment is measured by the amount by which the carrying amount of
the assets exceeds the fair value of the assets and recorded as a reduction of
original costs. Assets to be disposed of are reported at the lower of the
carrying amount or fair value less costs to sell.




Inventories




Inventories
are stated at the lower of cost and market. Cost, which comprises all costs of
purchase and, where applicable, costs of conversion and other costs that have
been incurred in bringing the inventories to their present location and
condition, is calculated using the weighted average costing method. The Company
estimates the market price of its inventories with reference to the net
realizable value based upon current market conditions and historical experience.
Estimated losses on inventories represent reserves for obsolescence, excess
quantities, irregulars and slow moving inventory, and which are charged to cost
of goods sold.




Accounts
Receivables and Allowance for Doubtful Accounts







The
allowance for the risk of non-collection of trade accounts receivable takes into
account credit-risk concentration. Collective debt risk is assessed based on
average historical losses and specific circumstances such as serious adverse
economic conditions. The Company’s estimate is based on a variety of factors,
including historical collection experience, existing economic conditions and a
review of the current status of the receivable. Accounts receivable are
presented net of an allowance for doubtful accounts of US$6,000 and
US$6,000 as of March 31, 2009 and 2008, respectively.





Cash
and Cash Equivalents





Cash
represents cash on hand and deposits with financial institutions which are
repayable on demand. Cash equivalents represent short-term, highly liquid
investments purchased with an original maturity of three months or less, which
are readily convertible into known amounts of cash and which are subject to an
insignificant risk of changes in value.




20


Foreign
Currency Translation





Items included in the financial
statements of the Company’s subsidiary are measured using Renminbi (“RMB”), the currency
of the primary economic environment in which the entity operates (“functional
currency”). The consolidated financial statements are presented in United
States Dollars (“US$”), which is the
Company’s presentation currency.





Foreign currency transactions are
translated into the functional currency using the exchange rates prevailing at
the dates of the transactions. Foreign exchange gains and losses resulting from
the settlement of such transactions and from the translation at year-end
exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognized in the income statement.





On
consolidation, the results and financial position of all the group entities that
have a functional currency different from the presentation currency are
translated as follows:





(a)
            assets
      and liabilities for each balance sheet presented are translated at the
      closing rate at the date of that balance
sheet;




(b)
            income
      and expenses for each statement of operations are translated at average
      exchange rates; and




(c)
            all
      resulting exchange differences are recognized as a separate component of
      equity.




Fair
Value of Financial Instruments




The
estimated fair values for financial instruments under SFAS No. 107, “Disclosures
about Fair Value of Financial Instruments”, are determined at discrete points in
time based on relevant market information. These estimates involve uncertainties
and cannot be determined with precision.




The
Company’s financial instruments include restricted bank balances, other
financial assets, accounts and other receivables/payables, prepayments and
short-term bank borrowings. The management has estimated that the carrying
amount approximates their fair value due to their short-term nature. The fair
value of the Company’s unearned portion of government grants are estimated based
on the current rates offered to the Company for debt of similar terms and
maturities. The fair value of these non-current financial instruments was not
materially different from their carrying value as of March 31, 2009 and
2008.




Warranty




Estimated warranty costs are
recognized at the time when the Company sells its products and are included in
sale, marketing and distribution expenses. The Company uses historical failure
rates and costs to repair product defects during the warranty period to estimate
warranty costs while are reviewed periodically in light of actual experience.
The reconciliation of the changes in the warranty obligation is as
follows:




Years
      ended March 31,2009
                    
                    
                    2008US$’000
                    
                    
                    US$’000Balance
      as of April 1,
                    
                    
                    413
                    
                    
                    
                    220Exchange
      realignment
                    
                    
                    9
                    
                    
                    
                    -Accrual
      for warranties issued during the year
                    
                    
                    91
                    
                    
                    
                    1,452Settlement
      made during the year
                    
                    
                    (392
                    )
                    
                    
                    (1,259
                    )Balance
      as of March 31,
                    
                    
                    121
                    
                    
                    
                    413




21




Government
Subsidies




Government subsidies are recognized as
income over the periods necessary to match them with the related costs.
Subsidies related to expense items are recognized in the same period as those
expenses are charged in the consolidated statements of operations and other
comprehensive income and are reported separately as other income.




Operating
Leases




Leases where substantially all the
rewards and risks of ownership of assets remain with the leasing company are
accounted for as operating leases. Rental payables under operating leases are
recognized as expenses on the straight-line basis over the lease
term.




Use
of Estimates




The preparation of the consolidated
financial statements in conformity with USGAAP requires the management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
financial statements and the reported amounts of revenues and expenses during
the reported periods. The management evaluates these estimates and judgments on
an ongoing basis and bases their estimates on experience, current and expected
future conditions, third-party evaluations and various other assumptions that
they believe are reasonable under the circumstances. The results of these
estimates form the basis for making judgments about the carrying values of
assets and liabilities as well as identifying and assessing the accounting
treatment with respect to commitments and contingencies.




Actual
amounts could differ from those estimates. Estimates are used for, but not
limited to, the accounting for certain items such as allowance for doubtful
accounts, depreciation and amortization, inventory allowance, taxes and
contingencies.




Related
Parties




Parties are considered to be related if
one party has the ability, directly or indirectly, to control the other party or
exercise significant influence over the other party in making financial and
operating decisions. Parties are also considered to be related if they are
subject to common control or common significant influence.





Earnings
Per Share





Basic earnings per share
is computed by dividing income available to common stockholders by the
weighted-average number of common stocks outstanding during the year. Diluted
earnings per share is computed similar to basic earnings per share except that
the denominator is increased to include the number of additional common stocks
that would have been outstanding if the potential common shares had been issued
and if the additional common shares were dilutive. There were no potentially
dilutive securities for the years ended March 31, 2009 and 2008.





Upon the completion of the Share
Exchange Transaction, the number of shares of the Registrant’s common stock
issued and outstanding (taken into account the 3 for 1 forward split as detailed
in Note 1 to the financial statements attached herewith) was increased to
50,000,000 shares and was applied retrospectively for the calculation of
earnings per share.




22


Results
of Operations




Results
of Operations for the Fiscal Year Ended March 31, 2009 Compared To the Fiscal
Year Ended March 31, 2008





The following table sets forth a
summary of certain key components of our results of operations for years
indicated, in dollars and as a percentage of revenues.




For
      The Years Ended March 31,2009
                      
                      
                      2008
                      
                      
                      2009
                      
                      
                      2008Revenues
                      
                      $
                      109,020,000
                      
                      
                      $
                      65,387,000
                      
                      
                      
                      100.00
                      %
                      
                      
                      100.00
                      %Cost
      of sales
                      
                      $
                      88,823,000
                      
                      
                      $
                      51,964,000
                      
                      
                      
                      81.47
                      %
                      
                      
                      79.47
                      %Gross
      income
                      
                      $
                      20,197,000
                      
                      
                      $
                      13,423,000
                      
                      
                      
                      18.53
                      %
                      
                      
                      20.53
                      %Sales,
      marketing and distribution
                      
                      $
                      5,337,000
                      
                      
                      $
                      4,878,000
                      
                      
                      
                      4.90
                      %
                      
                      
                      7.46
                      %General
      and administrative expenses
                      
                      $
                      4,007,000
                      
                      
                      $
                      1,650,000
                      
                      
                      
                      3.68
                      %
                      
                      
                      2.52
                      %Operating
      income
                      
                      $
                      10,853,000
                      
                      
                      $
                      6,895,000
                      
                      
                      
                      9.96
                      %
                      
                      
                      10.54
                      %Other
      income, net
                      
                      $
                      758,000
                      
                      
                      $
                      671,000
                      
                      
                      
                      0.70
                      %
                      
                      
                      1.03
                      %Interest
      expenses, net
                      
                      $
                      870,000
                      
                      
                      $
                      753,000
                      
                      
                      
                      0.80
                      %
                      
                      
                      1.15
                      %Income
      before income taxes
                      
                      $
                      10,741,000
                      
                      
                      $
                      6,813,000
                      
                      
                      
                      9.85
                      %
                      
                      
                      10.42
                      %Income
      taxes expenses
                      
                      $
                      1,861,000
                      
                      
                      
                      112,000
                      
                      
                      
                      1.71
                      %
                      
                      
                      0.17
                      %Net
      income
                      
                      $
                      8,880,000
                      
                      
                      $
                      6,701,000
                      
                      
                      
                      8.15
                      %
                      
                      
                      10.25
                      %Other
      comprehensive income
                      
                      $
                      278,000
                      
                      
                      $
                      731,000
                      
                      
                      
                      0.25
                      %
                      
                      
                      1.12
                      %Comprehensive
      income
                      
                      $
                      9,158,000
                      
                      
                      $
                      7,432,000
                      
                      
                      
                      8.40
                      %
                      
                      
                      11.37
                      %




Revenues




Revenues for the years ended March 31,
2009 and 2008 were US$109,020,000 and US$65,387,000, respectively. The increase
in revenues of 67% was mainly attributable to the continuing strong sales of our
battery products as a result of rapid growth in the electric bicycle market in
the PRC, as well as a shift in product mix to high power battery products with
higher unit selling price. Sales volume increased by 67% mainly due to increase
in demand from existing customers such as Jiangsu Xinri Electric Bicycle Co.,
Ltd., the sales of which have increased by 124% for the fiscal year ended March
31, 2009.  In addition, the Company also received sales orders from a
new major customer in Tianjin and other new distributors, which contribute an
addition of sales revenue for the fiscal year ended March 31, 2009.





Cost
of Sales




Cost of sales for the years ended March
31, 2009 and 2008 were US$88,823,000 and US$51,964,000, respectively, and the
cost rates were 81.47% and 79.47%, respectively.




Years ended March 31,2009
                    
                    
                    2008Operating
      Revenues
                    
                    US$
                    109,020,000
                    
                    
                    
                    100.00
                    %
                    
                    US$
                    65,387,000
                    
                    
                    
                    100.00
                    %Cost
      of Sales
                    
                    US$
                    88,823,000
                    
                    
                    
                    81.47
                    %
                    
                    US$
                    51,964,000
                    
                    
                    
                    79.47
                    %Gross
      Income Rate
                    
                    US$
                    20,197,000
                    
                    
                    
                    18.53
                    %
                    
                    US$
                    13,423,000
                    
                    
                    
                    20.53
                    %
  23


The cost rate increased 2% during these
periods.  Although the cost of major material decreased, the selling
price also decreased by a large extent and compensated the positive effect of
decrease in raw material costs, resulting in a decrease in the gross income for
the year ended March 31, 2009, and that resulted in a decrease in the gross
income rate for the year ended March 31, 2009.





Depreciation
and Amortization





Depreciation expense was US$451,000 and
US$258,000 for the years ended March 31, 2009 and 2008, respectively. The
increase in depreciation expense was mainly attributable to the new plants and
machines acquired during the year ended March 31, 2009 to cope with the
Company’s business expansion.


.


Net
Income from Operations before Interest and Tax Expenses




Net Income from Operations before
Interest and Tax Expense was US$11,611,000 and US$7,566,000 for the years ended
March 31, 2009 and 2008, respectively. These increases in these amounts by
US$4,045,000 was mainly attributable to the increase in sales volume and a shift
in product mix to high-power-battery products with higher unit selling prices,
resulting in an increase in the gross income for the year ended March 31,
2009.





General
and Administrative Expenses





General and administrative expense was
US$4,007,000 and US$1,650,000 for the years ended March 31, 2009 and 2008,
respectively, and mainly consisted of staff salaries and benefits, depreciation
expenses, traveling, legal and professional fee, other taxes, entertainment and
motor car expenses. The increase in general and administrative expenses was
mainly due to increases in employee salaries and compensations, research and
development expenses, legal and professional fees, leases and other taxes by
US$889,000, US$107,000, US$272,000, US$182,000 and US$429,000,
respectively.  These increases were mainly driven by the expansion of
business operations and the legal and advisory services rendered in associated
with Exchange.





Years
      ended March 31,2009
                                  
                                  
                                  2008Staff
      salaries and compensations
                                  
                                  US$
                                  1,492,000
                                  
                                  
                                  US$
                                  603,000Other
      taxes
                                  
                                  US$
                                  612,000
                                  
                                  
                                  US$
                                  183,000Leases
                                  
                                  US$
                                  183,000
                                  
                                  
                                  US$
                                  1,000Legal
      and professional fee
                                  
                                  US$
                                  347,000
                                  
                                  
                                  US$
                                  75,000Research
      and development
                                  
                                  US$
                                  117,000
                                  
                                  
                                  US$
                                  10,000Others
                                  
                                  US$
                                  1,256,000
                                  
                                  
                                  US$
                                  778,000US$
                                  4,007,000
                                  
                                  
                                  US$
                                  1,650,000





Interest
Expense, Net





Interest expense was US$870,000 and
US$753,000 for the years ended March 31, 2009 and 2008, respectively.
Interest expense increased by US$117,000 due to the increase in average
short-term bank borrowing balances for the year ended March 31, 2009 compared to
the year ended March 31, 2008.





Other
Income, Net





Other
income was US$758,000 and US$671,000for the years ended
March 31, 2009 and 2008, respectively. The increase of US$87,000 was mainly
attributable to the increase in government subsidies and income generated from
sales of scrap materials.




24


Net
Income





Net
Income was US$8,880,000 and US$6,701,000for the years ended
March 31, 2009 and 2008, respectively. The increase innet incomeby US$2,179,000 was
mainly attributable to the continuing strong sales of our battery products as a
result of rapid growth in the electric bicycle market in PRC.




Liquidity
and Capital Resources





We
generally finance our operations through operating profit and borrowings from
banks.




During
the reporting periods, we arranged a number of bank loans to satisfy our
financing needs. As of the date of this Annual Report, we have not experienced
any difficulty in raising funds by bank loans, and we have not experienced any
liquidity problems in settling our payables in the normal course of business and
repaying our bank loans when they fall due.





The
following table sets forth the summary of our cash flows, in dollar, for the
periods indicated:





Fiscal Years Ended March 312009
                      
                      
                      2008Net
      cash provided by (used in) operating activities
                      
                      $
                      11,289,000
                      
                      
                      $
                      (10,513,000
                      )Net
      cash used in investing activities
                      
                      $
                      (8,933,000
                      )
                      
                      $
                      (7,987,000
                      )Net
      cash (used in) provided by financing activities
                      
                      $
                      (661,000
                      )
                      
                      $
                      18,696,000Net
      increase in cash and cash equivalents
                      
                      $
                      1,695,000
                      
                      
                      $
                      196,000Effect
      of exchange rate changes on cash
                      
                      $
                      139,000
                      
                      
                      $
                      (29,000
                      )Cash
      and cash equivalents at beginning of year
                      
                      $
                      786,000
                      
                      
                      $
                      619,000Cash
      and cash equivalents at end of year
                      
                      $
                      2,620,000
                      
                      
                      $
                      786,000




Operating
Activities





Net cash provided by operating
activities was approximately US$11,289,000 for the year ended March 31, 2009, as
compared to net cash used in operating activities of US$10,513,000 for the year
ended March 31, 2008. The increase was mainly attributable to increase the use
of bank bills for settlement of accounts payable.





Investing
Activities





Net cash used in investing activities
was approximately US$8,933,000 for the year ended March 31, 2009, as compared to
approximately US$7,987,000 for the year ended March 31, 2008. The increase was
mainly due to purchase of plant and equipment and investment in restricted bank
balances.




Financing
Activities




Net cash used in financing activities
was approximately US$661,000 for the year ended March 31, 2009, as compared to
net cash provided by financing activities of approximately US$18,696,000 for the
year ended March 31, 2008. The decrease was mainly due to decrease in discounted
bills financing activities.




25


Working
Capital





Our working capital increased by
approximately US$8,230,000 to approximately US$12,506,000, as compared to
working capital of approximately US$4,276,000 as of March 31,
2008.  The increase is primarily due to increase in our cash and cash
equivalents, restricted bank balances, accounts receivable and inventories,
approximately totally amounting to US$33,693,000, offset by the increase in our
accounts and notes payable by approximately totally amounting to
US$28,449,000.





Off-Balance
Sheet Arrangements




We do not have any outstanding
derivative financial instruments, off-balance sheet guarantees, interest rate
swap transactions of foreign currency forward contracts. Furthermore, we do not
have any retained or contingent interest in assets transferred to an
unconsolidated entity that serves as credit, liquidity or market risk support to
such entity. We do not have any variable interest in an unconsolidated entity
that provides financing, liquidity, market risk or credit support to us or that
engages in leasing, hedging or research and development services with
us.




ITEM
      7A.
            Quantitative
      and Qualitative Disclosures about Market
Risk.




Not required for a “smaller reporting
company”.





ITEM
      8.
            Financial
      Statements and Supplementary Data




Reference
is made to the “F” pages herein comprising a portion of this Annual Report
on Form 10-K.




ITEM
      9.
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosures




Effective as of January 14, 2009, the
Board of Directors of the Registrant dismissed Pritchett, Siler & Hardy,
P.C. (“PS&H”) as the
independent registered public accounting firm of the Registrant.




PS&H’s
report on the Registrant’s financial statements for the past two (2) fiscal
years, as well as the subsequent interim period through January 14, 2009, did
not contain an adverse opinion or a disclaimer of opinion, and was not qualified
as to uncertainty, audit scope, or accounting principles; however, the report
included an explanatory paragraph wherein PS&H expressed substantial doubt
about the Registrant’s ability to continue as a going concern.




The
dismissal of PS&H was approved by the Registrant’s Board of Directors
effective as of January 14, 2009.




During
the Registrant’s most recent two (2) fiscal years, as well as the subsequent
interim period through January 14, 2009, there were no disagreements on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements if not resolved to their
satisfaction would have caused them to make reference in connection with their
opinion to the subject matter of the disagreement.




During
the Registrant’s most recent two (2) fiscal years, as well as the subsequent
interim period through January 14, 2009, PS&H did not advise the Registrant
of any of the matters identified in Item 304(a)(v)(A) - (D) of Regulation
S-K.




The
Registrant has requested PS&H to furnish a letter addressed to the SEC
stating whether it agrees with the statements made by the Registrant and, if
not, stating the respects in which it does not agree. A copy of the letter is
attached hereto as Exhibit 16.1.




26


Effective as of January 14, 2009, the
Board of Directors of the Registrant approved the engagement of Mazars CPA
Limited (“Mazars”) as its
independent registered public accounting firm to audit the Registrant’s
financial statements.  The Registrant did not consult Mazars on any
matters described in Item 304(a)(2) of Regulation S-K during the Registrant’s
two (2) most recent fiscal years or any subsequent interim period prior to
engaging Mazars.





ITEM
    9A(T).
            Controlsand
      Procedures




Evaluation
of Disclosure Controls and Procedures




Under the supervision and with the
participation of our management, including our principal executive officer and
principal financial officer, we conducted an evaluation of the effectiveness of
the design and operation of our disclosure controls and procedures, as defined
in Rule 13a-15(e) under the Exchange Act. Based on this evaluation, our
management, including our principal executive officer and our principal
financial officer, concluded that our disclosure controls and procedures were
effective as of the fiscal quarter covered by this report, to ensure that
information required to be disclosed by us in the reports filed or submitted by
us under the Exchange Act (i) is recorded, processed, summarized and
reported within the time period specified in SEC rules and forms, and
(ii) is accumulated and communicated to our management, including our
principal executive officer and our principal financial officer, as appropriate
to allow appropriate decisions on a timely basis regarding required
disclosure.




Management’s
Annual Report on Internal Control over Financial Reporting




Management
is responsible for establishing and maintaining adequate internal control
structure and procedures over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f)) under the Exchange Act. Our management
conducted an assessment of the effectiveness of our internal control over
financial reporting as of March 31, 2009 based on the framework set forth in
Internal Control — Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission.




Internal
control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent limitations. Internal
control over financial reporting is a process that involves human diligence and
compliance and is subject to lapses in judgment and breakdowns resulting from
human failures. Because of such limitations, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.




Based on
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our internal control over financial reporting as of March 31,
2009 was effective.




Changes
in Internal Control over Financial Reporting




There
were no changes in our internal control over financial reporting that occurred
during our last fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.




ITEM
      9B.
            Other
      Information




Effective April 30, 2009, the
Registrant’s common stock began trading under a new ticker symbol, “CIEC” on the
Over-The-Counter Bulletin Board. The Registrant changed its ticker symbol from
“WTRY” to “CIEC” as a result of the Registrant’s name change from “World Trophy
Outfitters, Inc.” to “Chisen Electric Corporation”, which such name change
became effective as of February 2, 2009.




27


On June 3, 2009, the Board of Directors
of the Registrant appointed Mr. Zhu Zhongli as the Company’s Vice President of
Sales.  Mr. Zhu is assuming one of the roles previously occupied by
Mr. Xu Kecheng, the Company’s current Chief Executive Officer, the Chairman of
the Board and Acting Vice President of Sales, effective immediately.  As
Vice President of Sales for the Company, Mr. Zhu is in charge of overall sales
and marketing management. Mr. Zhu previously served as the Assistant General
Manager of the Company since August 2006.  Prior to joining the Company,
Mr. Zhu served as the General Manager of Changxing Lida Wear-Resisting Material
Co., Ltd., a manufacturing company in China, since March 1999.  Mr. Zhu has
extensive experience in the local Chinese market and has achieved outstanding
success in sales of storage batteries in China.




PART
III




ITEM
      10.
            Directors,
      Executive Officers, and Corporate
Governance




Setforth below are the names of
the Registrant’s current directors, officers and significant employees, their
business experience during the last five (5) years, their ages and all positions
and offices that they currently hold with the Registrant.




Name
            
            Age
            
            Position(s)Xu
      Kecheng
            
            47
            
            Chairman
      of the Board, Chief Executive Officer & PresidentHe
      Zhiwei
            
            43
            
            Chief
      Financial Officer and DirectorFei
      Wenmei
            
            47
            
            Corporate
      SecretaryZhu
      Zhongli
            
            46
            
            Vice-President
      of SalesLou
      Shourong
            
            45
            
            Vice-PresidentLiu
      Chuanjie
            
            32
            
            Treasurer
      and DirectorDong
      Quanfeng
            
            45
            
            Independent
      DirectorJiang
      Yanfu
            
            66
            
            Independent
      DirectorGong
      Xiaoyan
            
            63
            
            Independent
      DirectorYun
      Hon Man
            
            41
            
            Independent
      DirectorGui
      Changqing
            
            71
            
            Significant
      EmployeeWang
      Huanxiang
            
            33
            
            Significant
      EmployeeLin
      Zugeng
            
            75
            
            Significant
      EmployeeHuang
      Wen
            
            30
            
            Significant
      Employee





Family
Relationships




There are no family relationships by
and between or among the members of the Board or other executives. None of our
directors and officers are directors or executive officers of any company that
files reports with the SEC except as set forth in the Biographies section
below.




Term
of Office




Our directors are appointed for a
one-year term to hold office until the next annual general meeting of our
stockholders or until removed from office in accordance with our Bylaws. Our
officers are appointed by the Board and hold office until removed by the
Board.




Biographies
of Officers and Directors




Xu
Kecheng.Mr. Xu
has served as President, Chief Executive Officer and a Director of the
Registrant since the closing date of the Exchange. Mr. Xu founded Chisen in 2003
and has served as CCEC’s President and Chairman of the Board since its
inception. Besides successfully establishing and running CCEC, Mr. Xu also
acquired Ai Ge Organism Products Co., Ltd., a biological & pharmaceutical
company in China in November 2006 where he serves as Chairman of the Board and
Executive Director. In 2002, he was involved in the formulation of coated
tempered glass panel standards used for home gas kitchen ranges, which was put
on the list of the National Building Materials Industry Standard. Mr. Xu
graduated from Hangzhou University in 1997 with the major in economic
management. In addition to serving as senior economist to the Company, Mr. Xu is
a member of China Battery Industry Association, a member of Huzhou CPPCC, a
member of the Standing Committee of Changxing People’s Congress and he has been
honored with the title of “Integrity Entrepreneur” by the Changxing Government.
Mr. Xu also finished a course of study at the class of advanced training at the
Party School of the CPC Central Committee.




28


He
Zhiwei.Mr. He
has served as the Director and Chief Financial Officer of the Registrant since
the closing date of the Exchange. From 1999 to 2001, Mr. He served as Strategic
Commodity Manager of Worldwide Operations at Dell, Inc. From February 2001 to
November 2006, Mr. He was responsible for capacity and service management of
Capital One’s Technology Operations and Data Center Operations. In 2005, Mr. He
became the Finance Manager at Capital One Global Financial Services, where he
analyzed, reported and managed the financials and the annual operating budget of
$130 million. In his tenure at Capital One Financial Corporation, Mr. He
maintained a rigorous cost management discipline. From November 2006 to December
2007, Mr. He led the efforts at Circuit City Stores Inc. and BDA Inc. to develop
private label branding strategies, consumer electronics products and video
gaming accessories, where he minimized the dependency on non value-added brands.
From December 2007 to November 2008, Mr. He played a leadership role at
Amazon.com Inc. to maximize Amazon's segment share and profitability by
developing and implementing the Private Label and Direct Import infrastructure
and programs that had reinforced Amazon’s position as the global leader in
online shopping for all products. Mr. He also helped rapidly expand and grow
Amazon’s international retail business in Europe, Japan and China.





Fei
Wenmei.Ms. Fei
has served as Corporate Secretary of the Registrant since the closing date of
the Exchange. In March 2005, Ms. Fei joined CCEC as Chief Administrative Manager
in charge of corporate brand building, intellectual property and project
application. Ms. Fei currently serves CCEC as an assistant economist and clean
production management controller. From March 1991 to February 2005, Ms. Fei
served as Chief Administrative Manager of the Huaneng Changxing Power Plant
Industry & Trading Company and prior to that she served as Chief of Staff at
the Changxing Land Administration Bureau from March 1987 to February 1991. Ms.
Fei has been engaged in administrative management for many years and has vast
experience in corporate administrative management. Ms. Fei graduated from
Zhejiang Radio and Television University with a degree in Chinese
Language.





Zhu
Zhongli.  Mr. Zhu has served as Vice-President of Sales of the
Registrant since June 3, 2009.   Mr. Zhu replaces Xu Kecheng, who
had temporarily replaced Wang Yajun effective March 3,
2009.   Mr. Zhu is in charge of overall sales and marketing
management. Mr. Zhu previously served as the Assistant General Manager of the
Company since August 2006.  Prior to joining the Company, Mr. Zhu served as
the General Manager of Changxing Lida Wear-Resisting Material Co., Ltd., a
manufacturing company in China, since March 1999.  Mr. Zhu has extensive
experience in the local Chinese market and has achieved outstanding success in
sales of storage batteries in China.




Lou
Sourong. Mr. Lou
has served as a Vice President of the Registrant since the closing date of the
Exchange. From October 2007 to present, Mr. Lou has served as a Deputy General
Manager of CCEC, a manufacturing company in China. From April 2006 to September
2007, Mr. Lou served as Executive Deputy General Manager for Changxing Nuo Wan
Te Ke Co., Ltd., a manufacturing company in China. Prior to that, Mr. Lou served
as the factory director and marketing manager in Changxing Chisen Glass Co.,
Ltd., a manufacturing company in China from June 1996 to March 2006. Mr. Lou has
extensive experience in materials supply, procurement and production plan
management.




Liu
Chuanjie.Mr. Liu
has served as Treasurer of the Registrant since the closing date of the Exchange
and has served as a Director of the Registrant since November 24, 2008. Mr. Liu
also serves as Controller, Director of Finance and as a Director of Chisen since
May 2004. Mr. Liu has expertise in accounting systems and national accounting
policies, fund raising and investing. Prior to joining Chisen, Mr. Liu served as
the head of the financial department of Changxing Chisen Xinguangyuan Co., Ltd.,
a manufacturing company in China, from October 2000 to April 2004. Mr. Liu is a
graduate of the Institute of Jiaxing.




29


Dong
Quanfeng.Professor Dong has served as a Director of the Registrant since November
24, 2008. Professor Dong has served as a Chemistry professor and doctorial tutor
at the Department of Chemistry of Xiamen University since March 2006. Professor
Dong concurrently acts as a visiting research fellow at the National Hi-Tech
Green Material Development Center, is a Member of the Editorial Board of the
industry magazine “Battery”, is a Member of the Chinese Institute of Electrics
Chemical and Physical Power Committee, a Member of ISE, a Member of the American
ECS and is the Vice Director of the Changxing Chisen Physical Chemistry Battery
Research Center. Professor Dong is engaged in the research of new chemical
electric power sources and related energy storage material and has finished
several national and provincial-municipal scientific research projects. In 1997,
Professor Dong won the provincial second prize of the Development of Science and
Technology. In 1999, Professor Dong won the technology innovation prize of Hubei
province. In 2004, Professor Dong won third prize of the Development of Science
and Technology of Xiamen. In 2006, he won the title of “Technology Innovation
Advanced Individual” by the National Information Industry. Professor Dong has
issued over 80 papers on internationally significant academic journals and has
applied for several patents. Prior to his employment as a full time professor at
Xiamen University, Professor Dong served as an associate professor at Xiamen
University since January 2003. Mr. Dong graduated from Wuhan University with a
degree in Chemistry and performed postdoctoral research at Israel Technical
Institute.




Jiang
Yanfu. Professor Jiang has served as a Director of the Registrant since
November 24, 2008. Professor Jiang has served as a professor and doctorial tutor
of business administration at Tsinghua University since December 1993. Professor
Jiang has served as Dean of the Entrepreneurial Research Center since April 2000
and has served as academic director-general and co-founded of Trinity Innovation
since December 2003, a consulting company in China.. Professor Jiang has
expertise in entrepreneurial management, corporate governance and institutional
economics. He has undertaken many important research programs such as the
“Theoretical Study on Chinese Technology Innovation”. He served as a director of
and as an advisor to many companies. Professor Jiang’s main research fields
include risk investment and entrepreneurial management, corporate governance and
cyber economy. The major courses he has instructed includeEntrepreneurial Management,
Technology and Institution Innovation, and Analysis of Institutional
Economics.




Gong Xiaoyan.Ms. Gong has served as a Director of the Registrant since November 24,
2008. Ms. Gong currently serves as Chairman of Tianjin Bicycle Industrial
Association, a non-governmental organization in China since June 2006. Prior to
that, Ms. Gong served as Secretary-general of Tianjin Bicycle Industrial
Association, a non-govermental organization in China since September 1998. She
has won the titles “China Top-Hundred Female Entrepreneur”, “Most Influential
Enterprises Leader of China” and “Tianjin Female Entrepreneur” issued by Tianjin
Municipal Government.




Yun Hon
Man. Mr. Yun has served as a director of the Registrant since November
24, 2008. Mr. Yun has served and continues to serve as a Corporate Consultant
with Smart Pine Investment Limited since September 2007, a consulting firm
organized under the laws of Hong Kong. Mr. Yun also serves as a Director of CH
Lighting International Corporation (OTCBB: CHHN) since July 28, 2008 and as
Chief Operations Officer of China INSOnline Corp. (NASDAQ: CHIO) since January
2008. Prior to that, Mr. Yun served as Corporate Controller of Hi-Tech Wealth
Inc. (n/k/a China Mobile Media Technology, Inc.)(OTCBB: CHMO) from January 2007
through August 2007. From January 2003 through December 2006, Mr Yun served as
Corporate Controller of General Components, Inc. (n/k/a China Mobile Media
Technology, Inc.)(OTCBB: CHMO). Mr. Yun is a chartered accountant having
memberships with the institute of chartered accountants in England and Wales. He
is also a Fellow Member of the Chartered Association of Certified Accountants.
He is a member of the Hong Kong Institute of Certified Public Accountants, the
Association of International Accountants, the Society of Registered Financial
Planners, the Institute of Financial Accountants and the Institute of Crisis and
Risk Management. Mr. Yun received his MBA at the University of Western Sydney in
2007.





Legal
Proceedings Involving Officers and Directors




None of
the members of the Board of Directors or other executives has been involved in
any bankruptcy proceedings, criminal proceedings, any proceeding involving any
possibility of enjoining or suspending members of our Board of Directors or
other executives from engaging in any business, securities or banking
activities, and have not been found to have violated, nor been accused of having
violated, any federal or state securities or commodities laws.




30


Significant
Employees




Gui
Changqing.Mr.
Gui has served and continues to serve as Chief Scientist at the Zhejiang
Changxing Chisen Physical-Chemical Power Supply Research and Development Center
since June 2007 and as counselor of the 712 Institute since January 2005.
Prior to that, Mr. Gui served as expert team member of the 712 Institute from
January 2001 to December 2004. Early in his career Mr. Gui was engaged in the
R&D of the powered lead-acid battery for the national military in China
serving as General Engineer and Researcher. The product won a scientific and
technical award from the State Commission of Science and Technology. Mr. Gui has
published more than 100 papers of international significance and has trained 24
postgraduates. Mr. Gui is extremely well respected by his peers in the storage
battery industry. In 1992, he won the special government allowance from the
State Council, has served as Director of the Association of Chinese Chemical
Physics Power Industry and as a Director of the Wuhan Power Supply Society. Mr.
Gui earned his doctorate degree in electrochemistry from Shanghai Fudan
University.




Wang
Huanxiang.Mr.
Wang has served as Technical Controller of CCEC since May 2008. Prior to that,
Mr. Wang was a career researcher of the storage battery and served as Deputy
General Manager of Zhejiang Chaowei Power Co., Ltd. from May 2004 to March 2008.
Prior to that, Mr. Wang served as Chief of Technical Department of Zhejiang
Wolong Technology Corp. from March 2001 to May 2004. He has several patents
and has issued several papers, including “Research of SnSO4 Applied to
Electric Bicycles” and “Drying and Changing Technical Research for Long Cycle
Life Lead Acid Electrical Bicycle Battery” in various academic journals,
including the International Battery. Mr. Wang is a graduate of Zhengzhou
University with a degree in electrochemistry.




Lin
Zugeng.Professor
Lin currently works as a scientist at the Zhejiang Changxing Chisen
Physical-Chemical Power Supply Research and Development Center. Professor Lin
has been working with the Department of Chemistry at Xiamen University since
1956. Professor Lin is an expert in physical chemistry and electrochemistry and
is one of the founders of the electrochemical curricula at Xiamen University.
From July 1982 to September 1984, Professor Lin worked as a visiting scholar at
the Chemical Energy Center of London’s Metropolitan University. From July 1990
to April 1999, Professor Lin served as the President of Xiamen University.
Concurrently, he served as a member of an evaluation group of the Academic
Degrees Committee of the State Council for the subject of chemistry, a director
of the Chinese Chemical Society, Chief Commissary of the Electrochemistry
Committee of Chinese Chemical Society, Deputy Chief Commissary of the
Professional Committee of Chemical and Physical Power at the Chinese Institute
of Electronics and Deputy Editor-in-Chief of the Chemical Journal of Chinese
Universities. Professor Lin has many significant achievements in electrochemical
experimental technology, electrode material of chemical power, electrode
processes of chemical power and spectral electrochemistry, and has undertaken
many national key projects, including the 863 Plan and the National Natural
Science Foundation. Professor Lin has published more than 100 papers in domestic
and foreign academic journals, has been awarded 3 times the national scientific
prize and 3 times the provincial scientific prize. In 1988, Professor Lin was
acknowledged as an expert with outstanding achievement. Now Prof. Lin works as
scientist of Chisen Technical Development Center.





Huang
Wen.Mr. Huang
currently works as the Chief Technical Officer of CCEC and has served in such
capacity since September 2006. From October 2005 to August 2006, Mr. Huang
served as Technical Engineer of Zhejiang Chaowei Power Co., Ltd. Prior to that,
Mr. Huang served as Chief Technical Officer of CCEC from June 2003 to September
2005. Mr. Huang has been engaged in battery-related technical management for
many years, has participated in the research and development of the colloidal
battery and has profound knowledge of electrochemical reaction mechanisms and
manufacturing processes of the lead-acid battery. Mr. Huang is a graduate with a
degree in chemistry from the Henan Institute of Education.




31


Compliance
with Section 16(A) of the Exchange Act




Section 16(a) of the Exchange Act
requires a company's officers and directors, and persons who own more than ten
percent (10%) of a registered class of the Registrant’s equity securities, to
file reports of ownership and changes in ownership with the SEC. Officers,
directors, and greater than ten percent (10%) stockholders are required by SEC
regulation to furnish the Registrant with copies of all Section 16(a) forms they
file.




To the
Registrant’s knowledge, based solely on a review of the copies of such reports
furnished to the Registrant, all reports under Section 16(a) required to be
filed by its officers and directors and greater than ten percent (10%)
beneficial owners were timely filed as of the date of this filing.





Committees
of our Board of Directors




As of
January 15, 2009, our Board of Directors has an Audit Committee, a Compensation
Committee and a Corporate Governance and Nominating Committee established in
accordance with the Exchange Act and NASDAQ rules.  Prior to January
15, 2009, we did not have an Audit Committee, a Compensation Committee or a
Corporate Governance and Nominating Committee.  Since January 15,
2009, the Audit Committee met two (2) times, the Compensation Committee met one
(1) time and the Corporate Governance and Nominating Committee met one (1)
time.  A brief description of each committee is set forth
below.




·
            Audit
      Committee – The purpose of the Audit Committee is to provide
      assistance to our Board of Directors in fulfilling their oversight
      responsibilities relating to our consolidated financial statements and
      financial reporting process and internal controls in consultation with our
      independent registered public accountants and internal auditors. The Audit
      Committee is also responsible for ensuring that the independent registered
      public accountants submit a formal written statement to us regarding
      relationships and services which may affect the auditor’s objectivity and
      independence.  The Board appointed Yun Hon Man, Gong Xiaoyan,
      Dong Quanfeng and Jiang Yanfu to serve as members of the Audit Committee,
      with Yun Hon Man serving as Chairman, commencing on January 15,
      2009.  Our Audit Committee financial expert is Yun Hon Man, an
      independent director.




·
            Compensation
      Committee – The purpose of the Compensation Committee is to
      review and make recommendations to our Board of Directors regarding all
      forms of compensation to be provided to our executive officers and
      directors, including stock compensation and loans, and all bonus and stock
      compensation to all employees.  The Board appointed Jiang Yanfu,
      Dong Quanfeng, Yun Hon Man and Gong Xiaoyan to serve as members of the
      Compensation Committee, with Jiang Yanfu serving as Chairman, commencing
      on January 15, 2009.




·
            Corporate Governance
      and Nominating Committee – The purpose of the Nominating
      Committee is to review the composition and evaluate the performance of the
      Board, recommend persons for election to the Board and evaluate director
      compensation.  The Nominating Committee is also responsible for
      reviewing the composition of committees of the Board and recommending
      persons to be members of such committees, and maintaining compliance of
      committee membership with applicable regulatory
      requirements.  We have not adopted procedures by which security
      holders may recommend nominees to our Board of Directors.  The
      Board appointed Gong Xiaoyan, Dong Quanfeng, Yun Hon Man and Jiang Yanfu
      to serve as members of the Corporate Governance and Nominating Committee,
      with Gong Xiaoyan serving as Chairman, commencing on January 15,
      2009.




·
            Strategy and Steering
      Committee – The Board appointed Xu Kecheng, He Zhiwei and Wang
      Chunyan to serve as members of the Strategy and Steering Committee, with
      Xu Kecheng serving as Chairman.




Committee
Charters





On January 15, 2009, the Board approved
Charters for each of the Audit Committee, Compensation Committee and the
Corporate Governance and Nominating Committee. Copies of the Audit Committee
Charter, the Compensation Committee Charter and the Corporate Governance and
Nominating Committee Charter are referenced hereto as Exhibits 99.1, 99.2 and
99.3, respectively.


32




ITEM
      11.
            Executive
      Compensation




Compensation
Discussion and Analysis




Not required for a “smaller reporting
company”.





Summary
Compensation Table





The
following table sets forth compensation information for services rendered by our
named executive officers and certain of our former principal executive officers
in all capacities during the last 2 completed fiscal years (ended March 31, 2009
and March 31, 2008). The compensation listed below was paid to our current
officers by SkyAce. The following information includes the U.S. dollar value of
base salaries, bonus awards, the number of stock options granted and certain
other compensation, if any, whether paid or deferred.





Summary Compensation
Table





Name And Principal Function
      (a)
                                            
                                            Year
                                              (b)
                                            
                                            Salary
                                              (US$)
                                              (c)
                                            
                                            Bonus
                                              (US$)
                                              (d)
                                            
                                            Stock
                                              Awards
                                              (US$)
                                              (e)
                                            
                                            Option
                                              Awards
                                              (US$)
                                              (f)
                                            
                                            Non-
                                              Equity
                                              Incentive
                                              Plan
                                              Compen-
                                              sation
                                              (US$)
                                              (g)
                                            
                                            Non-
                                              qualified
                                              Deferred
                                              Compen-
                                              sation
                                              Earnings
                                              (US$)
                                              (h)
                                            
                                            All Other
                                              Compensation
                                              (US$)
                                              (i)
                                            
                                            Total
                                              (US$)
                                              (j)Xu
      Kecheng, President &
                                            
                                            2009
                                            
                                            
                                            9,356
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            9,356CEO
      (1)
                                            
                                            2008
                                            
                                            
                                            6,855
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            6,855He
      Zhiwei, Chief Financial
                                            
                                            2009
                                            
                                            
                                            80,051
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            80,051Officer
      (2)
                                            
                                            2008
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-Lou
      Shourong, Vice-
                                            
                                            2009
                                            
                                            
                                            8,257
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            8,257President
      (3)
                                            
                                            2008
                                            
                                            
                                            6,273
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            6,273Liu
      Chuanjie, Treasurer (4)
                                            
                                            2009
                                            
                                            
                                            7,900
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            7,9002008
                                            
                                            
                                            6,405
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            6,405Don Peay, Former
      Principal
                                            
                                            2009
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-Executive
      Officer (5)
                                            
                                            2008
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-Mathew
      Evans, Former
                                            
                                            2009
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-Principal
      Executive Officer (6)
                                            
                                            2008
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-
                                            
                                            
                                            -0-




(1)
            Xu
      Kecheng has served as the Registrant’s Chief Executive Officer and
      President effective as of the closing date of the Exchange.  Mr.
      Xu also served (and continues to serve) as President of CCEC during the
      fiscal years ended March 31, 2009 and 2008.  Mr. Xu’s
      compensation for 2008 reflects his services as President of CCEC and his
      compensation during the year ended March 31, 2009 reflects his
      services as CEO and President of the Registrant and President of CCEC,
      combined.





(2)
            He
      Zhiwei has served as the Registrant’s Chief Financial Officer effective as
      of the closing date of the Exhange.




33




(3)
            Lou
      Shourong has served as the Registrant’s Vice-President effective as of the
      closing date of the Exchange.  Mr. Lou also served (and
      continues to serve) as a Deputy General Manager of CCEC during the fiscal
      years ended March 31, 2009 and 2008.  Mr. Lou’s compensation for
      2008 reflects his services as Deputy General Manger of CCEC and his
      compensation for the year ended March 31, 2009 reflects his services as
      Vice-President of the Registrant and Deputy General Manager of CCEC,
      combined.


(4)
            Liu
      Chuanjie has served as the Registrant’s Treasurer effective as of the
      closing date of the Exchange.  Mr. Liu also serviced (and
      continues to serve) as Controller and Director of Finance of CCEC during
      the fiscal years ended March 31, 2009 and 2008.  Mr. Liu’s
      compensation for 2008 reflects his services as Controller and Director of
      Finance of CCEC and his compensation for the year ended March 31, 2009
      reflects his services as Treasurer of the Registrant and Controller and
      Director of CCEC, combined.





(5)
            Mr.
      Peay was the Sole Officer and Director of World Trophy from World Trophy’s
      inception through June 13, 2008.





(6)
            Mr.
      Evans was the Sole Officer and Director of World Trophy from World
      Trophy’s inception through June 13,
2008.





As of March 31, 2009, the Registrant
did not have any “Grants of Plan-Based Awards”, “Outstanding Equity Awards”,
“Option Exercises and Stock Vested”, “Pension Benefits”, “Nonqualified Defined
Contribution and Other Nonqualified Deferred Compensation Plans” or “Potential
Payments Upon Termination or Change in Control” to report.




Furthermore, the Company does not have
any bonuses, stock awards, option awards, non-executive incentive plan
compensation or non-qualified deferred compensation earnings to
report.





Executive
Compensation – Narrative Disclosure





Mr.
Evans, our sole officer immediately prior to the Exchange, did not receive any
compensation for his services rendered to the Registrant, had not received such
compensation in the past, and is not accruing any compensation pursuant to any
agreement with the Registrant, however Mr. Evans was entitled to reimbursement
for expenses incurred on the Registrant’s behalf.  Immediately prior to the
Exchange, Mr. Evans owned 28,500,000 shares of Common Stock (post November 4,
2008 3-for-1 dividend distribution of the Common Stock and prior to his
cancellation of 18,658,200 shares of Common Stock on the Closing Date)
constituting 84.67% of the issued and outstanding Common Stock immediately prior
to the Exchange.




The
Company did not provide any compensation to Mr. Evans for his services as sole
director during the fiscal year ended March 31, 2008. The Company may establish
certain compensation plans (e.g. options, cash for attending meetings, etc.)
with respect to Directors in the future.




Director
Compensation





We did
not provide any compensation to our Directors during the fiscal year ended March
31, 2009. We may establish certain compensation plans (e.g. options, cash for
attending meetings, etc.) with respect to Directors in the future.





Additional
Narrative Disclosure





Employment Agreements




There are
currently no employment agreements by and between the Registrant and its
employees. CCEC has a labor contract with each employee as required by law in
the PRC. The labor contract mainly includes working content, contract period,
working time, payment and other terms. A form of such labor contract is
referenced hereto as Exhibit 10.2.


34





Benefit Plans




The
Registrant has no stock option, retirement, pension or profit-sharing programs
for the benefit of its directors, officers or other employees; however our Board
may recommend the adoption of one or more such programs in the
future.




In
accordance with Chinese law, CCEC offers a welfare program pursuant to which it
pays pension, accident, medical, birth, job and house allowance payments for all
contract employees of CCEC.





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




The
following table sets forth each person known by us to be the beneficial owner of
five (5%) percent or more of our Common Stock, all directors individually and
all directors and officers as a group as of June 28, 2009. Each person named
below has sole voting and investment power with respect to the shares shown
unless otherwise indicated.




Name and Address of Beneficial Owner(1)
                          
                          Amount of
                            Direct
                            Ownership
                            After
                            Exchange
                          
                          Amount of
                            Indirect
                            Ownership
                            After Exchange
                          
                          Total Beneficial
                            Ownership
                            After Exchange
                          
                          Percentage
                            of Class(2)Xu
      Kecheng, Chairman of the Board, ChiefExecutive
      Officer & President
                          
                          
                          0
                          
                          32,900,000
                          (3)
                          32,900,000
                          (3)
                          65.8
                          %He
      Zhiwei, Chief Financial Officer and Director
                          
                          
                          0
                          
                          0
                          
                          0
                          
                          0
                          %Fei
      Wenmei, Corporate Secretary
                          
                          
                          0
                          
                          0
                          
                          0
                          
                          0
                          %Liu
      Chuanjie Treasurer and Director
                          
                          
                          0
                          
                          0
                          
                          0
                          
                          0
                          %Zhu
      Zhongli, Vice-President of Sales
                          
                          
                          0
                          
                          0
                          
                          0
                          
                          0
                          %Lou
      Shourong, Vice President
                          
                          
                          0
                          
                          0
                          
                          0
                          
                          0
                          %Dong
      Quanfeng, Director
                          
                          
                          0
                          
                          0
                          
                          0
                          
                          0
                          %Jiang
      Yanfu, Director
                          
                          
                          0
                          
                          0
                          
                          0
                          
                          0
                          %Gong
      Xiaoyan, Director
                          
                          
                          0
                          
                          0
                          
                          0
                          
                          0
                          %Yun
      Hon Man, Director
                          
                          
                          0
                          
                          0
                          
                          0
                          
                          0
                          %ALL
      DIRECTORS AND OFFICERS AS A GROUP (9 PERSONS):
                          
                          
                          0
                          
                          32,900,000
                          
                          32,900,000
                          
                          65.8
                          %Cheer
      Gold Development Limited
                            Level
      5 Development Bank of Samoa Building
                            Beach
      Road, Apia, Samoa
                          
                          
                          32,900,000
                          
                          0
                          
                          32,900,000
                          
                          65.8
                          %





(1)
            Unless
      otherwise noted, each beneficial owner has the same address as the
      Registrant.


(2)
            Applicable
      percentage of ownership is based on 50,000,000 shares of our Common Stock
      outstanding as of June 28, 2009 (post 3-for-1 dividend distribution
      of the Common Stock on November 4, 2008), together with securities
      exercisable or convertible into shares of Common Stock within sixty (60)
      days of June 28, 2009 for each stockholder. Beneficial ownership is
      determined in accordance with the rules of the SEC and generally includes
      voting or investment power with respect to securities. Shares of Common
      Stock are deemed to be beneficially owned by the person holding such
      securities for the purpose of computing the percentage of ownership of
      such person, but are not treated as outstanding for the purpose of
      computing the percentage ownership of any other person. Note that
      affiliates are subject to Rule 144 and Insider trading regulations -
      percentage computation is for form purposes
  only.


(3)
            Xu
      Kecheng may be considered to beneficially own 32,900,000 shares by virtue
      of his 100% ownership in Wisejoin Group Limited, which owns and controls
      100% of Cheer Gold, which directly beneficially owns 32,900,000 shares of
      Common Stock.





35




ITEM
      13.
            Certain
      Relationships and Related Transactions, and Director
      Independence




World Trophy’s Related Party
Transactions




At March 31, 2007, the accounts payable
- related party consisted of a $1,000 balance due to a former president and
majority stockholder of the Registrant for the purchase of inventory.  The
payable was non-interest bearing and was paid during the fiscal year ended March
31, 2008.




In October 2006, a former president and
majority stockholder of the Registrant loaned to the Registrant $2,000 in the
form of a promissory note payable on demand.  The note was unsecured and
bore interest at 8% per annum.  Accrued interest expense on the note at
March 31, 2007 was $79.  Interest expense incurred on the note was $3 and
$79 for the years ended March 31, 2008 and 2007.  The note and all accrued
interest were repaid during the year ended March 31, 2008.





Exchange
Agreement (Change of Control)




On
November 14, 2008, World Trophy acquired all of the issued and outstanding
capital stock of Fast More from the Stockholders in exchange for the issuance of
an aggregate Thirty-Five Million (35,000,000) newly-issued shares of common
stock of the Registrant to Cheer Gold and Floster (32,900,000 and 2,100,000
shares, respectively) pursuant to the terms of the Exchange Agreement. As a
result of the Exchange, the Stockholders collectively beneficially own seventy
percent (70%) of the voting capital stock of the Registrant (65.8% and 4.2%
owned by Cheer Gold and Floster, respectively).





Chisen’s
Related Party Transactions





Each of the following related party
transactions represent unsecured advances which are interest-free and repayable
on demand.


Prior to March 31, 2008, Chisen loaned
to Zhejiang Changxing Ruilang
Electronic Company Limited, a company which is controlled by a close family
member of Mr. Xu Kecheng (“Ruilang
Electronic”),approximately US$897,000 to help Ruiland Electronic settle liquidity
shortages in order to develop a business relationship with Ruiland
Electronic.  This amount was repaid in full in April
2008.  In turn, as of March 31, 2009, Ruilang Electronic has provided
guarantees of approximately US$2,483,000 against certain short-term bank loans
to Chisen by China Construction Bank Corporation (Changxing Branch) which is
collateralized by land use rights owned by Ruilang Electronic.





Prior to March 31, 2008, Chisen loaned
to Zhejiang Chisen Glass Company
Limited, a company which is controlled by a close family member of Mr. Xu
Kecheng (“Chisen
Glass”), approximatelyUS$178,000 to help Chisen Glass settle liquidity shortages in order to
build a business relationship with Chisen Glass.  In turn, as of March
31, 2009, Chisen Glass has provided guarantees of approximately
US$4,821,000  against certain short-term bank loans made to Chisen by
China Construction Bank Corporation (Changxing Branch)  and Changxing
Rural Cooperative Bank.  Additionally, in April 2008, Chisen purchased
a motor vehicle from Chisen Glass valued at approximately US$160,000. In May
2008, Chisen again loaned to Chisen Glass US$260,000 in order to help settle
liquidity shortages.  As of March 31, 2009, the amount currently
outstanding was approximately US$278,000.





As of March 31, 2009, Chisen owed
approximately US$195,000 to Ms. Zhou Fang Qin, the spouse of Mr. Xu Kecheng, in
connection with an arrangement whereby two of Chisen’s major bank accounts are
held under her name. For those customers of Chisen who choose to make
settlements with Chisen through the remittance of funds, such funds are
transferred to these bank accounts. Ms. Zhou will then transfer such funds to
the Company’s own bank accounts. The purpose of such arrangement is to shorten
the processing time of the remittance of funds for the sole benefit of the
Company and no bank service fees are charged to either party under such
arrangement.





As of March 31, 2008, Chisen borrowed
approximately US$5,127,000 from Mr. Xu Kecheng for the purpose of settling
Chisen’s liquidity shortages. The full amount was repaid in August 2008, October
2008, November 2008, December 2008 and January 2009 (in succession) and
therefore as of March 31, 2009, the balance was US$0.




36





As of March 31, 2008, Chisen borrowed
approximately US$912,000 from Changxing Chisen Xinguangyuan Co., Ltd., a company
which is controlled by a close family member of Mr. Xu Kecheng (“Xinguangyuan”), for
the purpose of settling Chisen’s liquidity shortages. The full amount was repaid
as of April 2008.





As of March 31, 2008, Chisen had
borrowed approximately US$163,000 from Changxing Nuo Wan Te Ke Co., Ltd., a
company which is controlled by a close family member of Mr. Xu Kecheng, for the
purpose of purchasing certain raw materials (glass products).  The
full amount was repaid in June 2008.


As of
March 31, 2008 and 2009, Chisen borrowed US$586,000(equivalent to RMB 4,118,000)
from Zhejiang AiGe Organism
Products Company Limited,a company which is controlled by Mr. Xu Kecheng (“Ai Ge Organism”) tohelpChisen settle
liquidity shortages.   As of March 31, 2009, the balance was
US$602,000.  No settlement was made by Chisen during the year ended
March 31, 2009.   The difference in amount between March 31, 2008
and March 31, 2009 is mainly attributable to the effect of the fluctuations in
exchange.





As of March 31, 2009, Chisen Glass, Mr.
Xu Kecheng and Ms. Zhou Fang Qin provided guarantees, in the aggregate,
amounting to US$3,652,000 to secure certain notes payable of
Chisen.





As of March 31, 2009, Xinguangyuan and
Mr. Xu Kecheng provided guarantees, in the aggregate, of approximately
US$8,765,000 and US$4,382,000, respectively, to secure certain short-term bank
loans and notes payable of the Chisen.





Policies
and Procedures for Related-Party Transactions




The
Company did not have any policies or procedures for related party transactions
for the fiscal year ended March 31, 2009.




Promoters
and Certain Control Persons




None.




Director
Independence





The following directors are
independent: Dong Quanfeng, Jiang Yanfu, Gong Xiaoyan and Yun Hon Man. The
following directors are not independent: Xu Kecheng, He Zhiwei and Liu
Chuanjie.




ITEM
      14.
            Principal
      Accountant Fees and Services




Effective as of January 14, 2009, the
Board of Directors of the Registrant dismissed Pritchett, Siler & Hardy,
P.C. (“PS&H”) as the
independent registered public accounting firm of the Registrant.  The
following is a summary of fees incurred for services rendered.




The firm
of Mazars CPA Limited (“Mazars”) acts as our
independent registered public accounting firm effective as of January 14,
2009.  The following is a summary of fees incurred for services
rendered.




Audit
Fees




During
the year ended March 31, 2009, the fees for our current principal accountant,
Mazars, were $120,000 for the audit of our consolidated financial statements
included in this Annual Report and reviews of Form 10-Q.




37




During
the year ended March 31, 2009, the fees for our former principal accountant,
PS&H, were $1,944 and $1,915for quarterly reviews
for the periods ended June 30, 2008 and September 30, 2008,
respectively.




Audit-Related
Fees




During
the year ended March 31, 2009, our current principal accountant, Mazars, did not
render assurance and related services reasonably related to the performance of
the audit or review of financial statements.




Tax
Fees




During
the year ended March 31, 2009, our current principal accountant, Mazars, did not
render assurance and related services reasonably related to the performance of
the audit or review of financial statements.




All
Other Fees




During
the year ended March 31, 2009, there were no fees billed for products and
services provided by the current principal accountant, Mazars, other than those
set forth above.




Audit
Committee Pre-Approval




The
policy of the Audit Committee is to pre-approve all audit and non-audit services
provided by the independent accountants. These services may include audit
services, audit-related services, tax fees, and other services. Pre-approval is
generally provided for up to one year and any pre-approval is detailed as to the
particular service or category of services. The Audit Committee has delegated
pre-approval authority to certain committee members when expedition of services
is necessary. The independent accountants and management are required to
periodically report to the full Audit Committee regarding the extent of services
provided by the independent accountants in accordance with this pre-approval
delegation, and the fees for the services performed to date. All of the services
described above in this Item 14 were approved in advance by the Board of
Directors during the fiscal year ended March 31, 2009, which, at the time of
such approval, performed all of the functions of an Audit Committee in light of
the subsequent formal creation of the Company’s existing Audit Committee and
adoption of the Audit Committee’s Charter in January 2009.


38


PART
IV




ITEM
      15.
            Exhibits
      and Financial Statement Schedules




(a)           Financial
Statements and Schedules




The
financial statements are set forth under Item 8 of this Annual Report.
Financial statement schedules have been omitted since they are either not
required, not applicable, or the information is otherwise included.




(b)           Exhibits




EXHIBIT NO.
              
              DESCRIPTION
              
              LOCATION2.1
              
              Share
      Exchange Agreement, dated November 12, 2008, by and among World Trophy
      Outfitters, Inc., Fast More Limited, Cheer Gold Development Ltd. and
      Floster Investment Limited
              
              Incorporated
      by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K as
      filed with the SEC on November 12, 20083.1
              
              Articles
      of Incorporation of World Trophy Outfitters, Inc.
              
              Incorporated
      by reference to Exhibit 3(i).1 to the Registrant’s Registration Statement
      on Form SB-2 as filed with the SEC on September 23,
20053.2
              
              Certificate
      of Amendment to Articles of Incorporation of Chisen Electric Corporation
      (name change)
              
              Incorporated
      by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K as
      filed with the SEC on February 4, 20093.3
              
              Amended
      and Restated Bylaws of Chisen Electric Corporation
              
              Incorporated
      by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K as
      filed with the SEC on February 4, 20093.4
              
              Certificate
      of Incorporation of Fast More Limited, dated December 17,
    2007
              
              Incorporated
      by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K as
      filed with the SEC on November 12, 20083.5
              
              Memorandum
      and Articles of Association of Fast More Limited, dated as of December 17,
      2007
              
              Incorporated
      by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K as
      filed with the SEC on November 12, 20083.6
              
              Certificate
      of Incorporation of Changxing Chisen Electric Co., Ltd.
              
              Incorporated
      by reference to Exhibit 3.5 to the Company’s Current Report on Form 8-K as
      filed with the SEC on November 12, 20083.7
              
              Articles
      of Associations of Changxing Chisen Electric Co., Ltd.
              
              Incorporated
      by reference to Exhibit 3.6 to the Company’s Current Report on Form 8-K as
      filed with the SEC on November 12, 200810.1
              
              Agreement
      on Establishment of Changxing Chisen Physical Chemistry Power Research and
      Development Center, dated April 30, 2008
              
              Incorporated
      by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200810.2
              
              Form
      of Labor Contract
              
              Incorporated
      by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12,
2008


39





10.3
              
              Lease
      Agreement, dated March 30, 2008, by and between Changxing Chisen Electric
      Co., Ltd. and Changxing Xiangyi Industrial Park Investment Co.,
      Ltd.
              
              Incorporated
      by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200810.4
              
              Contract
      For Loan on Guarantee, by and among Zhejiang Changxing Agricultural
      Cooperative Bank, Changxing Chisen Electric Co., Ltd. and Zhejiang Chisen
      Galss Co., Ltd.
              
              Incorporated
      by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200810.5
              
              Renminbi
      Loan Contract, dated January 11, 2008, by and between Changxing Chisen
      Electric Co., Ltd. and China Construction Bank Corporation (Changxing
      Branch)
              
              Incorporated
      by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200810.6
              
              Renminbi
      Loan Contract, dated April 11, 2008, by and between Changxing Chisen
      Electric Co., Ltd. and China Construction Bank Corporation (Changxing
      Branch)
              
              Incorporated
      by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200810.7
              
              Renminbi
      Loan Contract, dated March 31, 2008, by and between Changxing Chisen
      Electric Co., Ltd. and Bank of China (Hong Kong) Limited Shanghan
      Branch
              
              Incorporated
      by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200810.8
              
              Loan
      Contract (Short Term), dated August 15, 2008, by and between Changxing
      Chisen Electric Co., Ltd. and Bank of China Changxing
    Branch
              
              Incorporated
      by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200810.9
              
              Acceptance
      Agreement, dated August 25, 2008, by and between Changxing Chisen Electric
      Co., Ltd. and Industrial Bank Co., Ltd. Hangzhou Branch
              
              Incorporated
      by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200810.10
              
              Acceptance
      Agreement of Commercial Bill, dated September 18, 2008, by and between
      Changxing Chisen Electric Co., Ltd. and China Bank Co., Ltd. Changxing
      Branch
              
              Incorporated
      by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200810.11
              
              Acceptance
      Agreement of Commercial Bill, dated July 29, 2008, by and between
      Changxing Chisen Electric Co., Ltd. and China Construction Bank Changxing
      Branch Co., Ltd.
              
              Incorporated
      by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200810.12
              
              Acceptance
      Agreement of Commercial Bill, dated September 9, 2008, by and between
      Changxing Chisen Electric Co., Ltd. and China Construction Bank Changxing
      Branch Co., Ltd.
              
              Incorporated
      by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200810.13
              
              Components
      Purchase Contract, effective as of January 1, 2008, by and between
      Changxing Chisen Electric Co., Ltd. and Jiansu Xinri Electric Bicycle Co.,
      Ltd.
              
              Incorporated
      by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200810.14
              
              Supply
      Contract, dated April 22, 2008, by and between Changxing Chisen Electric
      Co., Ltd. and Jiangsu Yadea Science & Technology Development Co.,
      Ltd.
              
              Incorporated
      by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12,
2008


40





10.15
              
              Sales
      Contract of Battery, dated November 10, 2007, by and between Changxing
      Chisen Electric Co., Ltd. and Hu Qinzhong, Yancheng Office
              
              Incorporated
      by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200810.16
              
              Sales
      Contract of Battery, dated February 17, 2008, by and between Changxing
      Chisen Electric Co., Ltd. and Song Chunwei
              
              Incorporated
      by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200814.1
              
              Code
      of Ethics
              
              Incorporated
      by reference to Exhibit 14.1 to the Company’s Current Report on Form 8-K
      as filed with the SEC on February 4, 200917
              
              Resignation
      of Mathew Evans, dated November 12, 2008
              
              Incorporated
      by reference to Exhibit 17 to the Company’s Current Report on Form 8-K as
      filed with the SEC on November 12, 200821
              
              List
      of Subsidiaries of World Trophy Outfitters, Inc.
              
              Incorporated
      by reference to Exhibit 21 to the Company’s Current Report on Form 8-K as
      filed with the SEC on November 12, 200831.1
              
              Certifications
      of the Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
              
              Provided
      herewith31.2
              
              Certifications
      of the Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
              
              Provided
      herewith32.1
              
              Certification
      Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of
      the Sarbanes-Oxley Act Of 2002
              
              Provided
      herewith32.2
              
              Certification
      Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of
      the Sarbanes-Oxley Act Of 2002
              
              Provided
      herewith99.1
              
              Audited
      Consolidated Financial Statements of Fast More Limited and its Subsidiary
      for the Fiscal Years Ended March 31, 2008 and 2007
              
              Incorporated
      by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200899.2
              
              Unaudited
      Condensed and Consolidated Financial Statements of Fast More Limited and
      its Subsidiary for the Three (3) Months Ended June 30, 2008 and
      2007
              
              Incorporated
      by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200899.3
              
              Unaudited
      Pro Forma Financial Statements of Fast More Limited for the three (3)
      month period ended June 30, 2008 and the two years ended March 31,
      2008.
              
              Incorporated
      by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200899.4
              
              Audit
      Committee Charter, dated January 15, 2009
              
              Incorporated
      by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K
      as filed with the SEC on February 4,
2009


41





99.5
              
              Compensation
      Committee Charter, dated January 15, 2009
              
              Incorporated
      by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K
      as filed with the SEC on February 4, 200999.6
              
              Corporate
      Governance and Nominating Committee Charter, dated January 15,
      2009
              
              Incorporated
      by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K
      as filed with the SEC on February 4,
2009


42


SIGNATURES




In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this Annual Report to be signed on our behalf by the
undersigned, thereunto duly authorized.




CHISEN
      ELECTRIC CORPORATIONDate:
      June 27, 2009By:
              /s/Xu
    KechengName:
              Xu
      KechengTitles:
              Chairman
      of the Board, Chief Executive Officer, President, Principal Executive
      Officer/s/He
    ZhiweiName:
              He
      ZhiweiTitles:
              Chief
      Financial Officer and Principal Financial and Accounting
      Officer




In
accordance with the requirements of the Securities Exchange Act of 1934, this
Annual Report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the dates indicated.




Signatures
              
              Title
              
              Date/s/ Xu Kecheng
              
              Chairman
      of the Board, Chief Executive Officer,Name:
      Xu Kecheng
              
              President,
      Principal Executive Officer
              
              June
      27, 2009/s/   He Zhiwei
              
              Chief
      Financial Officer, Principal Accounting andName:
      He Zhiwei
              
              Financial
      Officer and Director
              
              June
      27, 2009/s/   Liu
ChuanjieName:
      Liu Chuanjie
              
              Treasurer
      and Director
              
              June
      27, 2009/s/   Dong
    QuanfengName:
      Dong Quanfeng
              
              Director
              
              June
      27, 2009/s/   Jiang YanfuName:
      Jiang Yanfu
              
              Director
              
              June
      27, 2009/s/   Gong
XiaoyanName:
      Gong Xiaoyan
              
              Director
              
              June
      27, 2009/s/   Yun Hon ManName:
      Yun Hon Man
              
              Director
              
              June
      27, 2009


43


Audited
      Consolidated Financial Statements ofChisen
      Electric CorporationFor
      the years ended March 31, 2009 and
2008
  
 
 Chisen
Electric Corporation
 
 Index
to Consolidated Financial Statements
 For the
years ended March 31, 2009 and 2008
 
 PageReport
      of Independent Registered Public Accounting Firm
                  F-2Consolidated
      Statements of Operations and Other Comprehensive Income
                  F-3Consolidated
      Balance Sheets
                  F-4 – F-5Consolidated
      Statements of Changes in Shareholders’ Equity
                  F-6Consolidated
      Statements of Cash Flows
                  F-7 – F-8Notes
      to and Forming Part of Consolidated Financial Statements
                  F-9 – F-29
  F-1
 
 Report
of Independent Registered Public Accounting Firm
 
 To the
Audit Committee, Board of Directors and stockholders of:
 Chisen
Electric Corporation
 
 We have
audited the accompanying consolidated balance sheets of Chisen Electric
Corporation ( “Chisen Electric”) and its subsidiaries (together with Chisen
Electric, collectively referred to as the “Company”) as of March 31, 2009 and
2008, and the related consolidated statements of operations and other
comprehensive income, changes in stockholders' equity and cash flows for each of
the years then ended.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audits included
consideration of internal control over financial reporting as a basis for
designing auditing procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  Our audits also included examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of March 31,
2009 and 2008, and the results of its operations and its cash flows for each of
the years then ended in conformity with accounting principles generally accepted
in the United States of America.
 
 Mazars
CPA Limited
 Certified
Public Accountants
 Hong
Kong
 Date:
June 26, 2009
  F-2
  Chisen
Electric Corporation
 
 Consolidated
Statements of Operations and Other Comprehensive Income
 For the
years ended March 31, 2009 and 2008
 
 Years ended March 31,2009
                                                
                                                
                                                2008Note
                                                
                                                
                                                US$’000
                                                
                                                
                                                US$’000Operating
      revenues:Net
      sales to third parties
                                                
                                                
                                                
                                                
                                                
                                                109,020
                                                
                                                
                                                
                                                65,387Cost
      of sales
                                                
                                                
                                                
                                                
                                                
                                                (88,823
                                                )
                                                
                                                
                                                (51,964
                                                )Gross
      income
                                                
                                                
                                                
                                                
                                                
                                                20,197
                                                
                                                
                                                
                                                13,423Operating
      expenses:Sales,
      marketing and distribution
                                                
                                                
                                                
                                                
                                                
                                                (5,337
                                                )
                                                
                                                
                                                (4,878
                                                )General
      and administrative
                                                
                                                
                                                
                                                
                                                
                                                (4,007
                                                )
                                                
                                                
                                                (1,650
                                                )Operating
      income
                                                
                                                
                                                
                                                
                                                
                                                10,853
                                                
                                                
                                                
                                                6,895Other
      income, net
                                                
                                                
                                                
                                                
                                                
                                                758
                                                
                                                
                                                
                                                671Interest
      income
                                                
                                                
                                                
                                                
                                                
                                                362
                                                
                                                
                                                
                                                62Interest
      expense
                                                
                                                
                                                
                                                
                                                
                                                (1,232
                                                )
                                                
                                                
                                                (815
                                                )Income
      before income taxes
                                                
                                                
                                                
                                                
                                                
                                                10,741
                                                
                                                
                                                
                                                6,813Income
      taxes expenses
                                                
                                                
                                                4
                                                
                                                
                                                
                                                (1,861
                                                )
                                                
                                                
                                                (112
                                                )Net
      income
                                                
                                                
                                                
                                                
                                                
                                                
                                                8,880
                                                
                                                
                                                
                                                6,701Other
      comprehensive incomeForeign
      currency translation adjustment
                                                
                                                
                                                
                                                
                                                
                                                
                                                278
                                                
                                                
                                                
                                                731Comprehensive
      income
                                                
                                                
                                                
                                                
                                                
                                                
                                                9,158
                                                
                                                
                                                
                                                7,432Shares
                                                
                                                
                                                SharesEarnings
      per shareWeight
      average number of common stock outstanding-
      basic and diluted
                                                
                                                
                                                
                                                
                                                
                                                
                                                50,000,000
                                                
                                                
                                                
                                                50,000,000US$
                                                
                                                
                                                US$Net
      income per share of common stock-
      basic and diluted
                                                
                                                
                                                
                                                
                                                
                                                
                                                0.18
                                                
                                                
                                                
                                                0.13
 
 The
financial statements should be read in conjunction with the accompanying
notes.
  F-3
  Chisen
Electric Corporation
 
 Consolidated
Balance Sheets
 As of
March 31, 2009 and 2008
 
 As of March 31,2009
                              
                              
                              2008Note
                              
                              
                              US$’000
                              
                              
                              US$’000ASSETSCurrent
      assets:Cash
      and cash equivalents
                              
                              
                              
                              
                              
                              2,620
                              
                              
                              
                              786Restricted
      bank balances
                              
                              
                              5
                              
                              
                              
                              13,878
                              
                              
                              
                              6,408Other
      financial assets
                              
                              
                              6
                              
                              
                              
                              1,314
                              
                              
                              
                              5,035Accounts
      receivable, net
                              
                              
                              
                              
                              
                              
                              35,023
                              
                              
                              
                              15,476Other
      receivables
                              
                              
                              
                              
                              
                              
                              842
                              
                              
                              
                              453Prepayments
                              
                              
                              
                              
                              
                              
                              862
                              
                              
                              
                              333Due
      from related parties
                              
                              
                              13(b)
                              
                              
                              
                              474
                              
                              
                              
                              1,242Inventories
                              
                              
                              7
                              
                              
                              
                              17,135
                              
                              
                              
                              12,293Total
      current assets
                              
                              
                              
                              
                              
                              
                              72,148
                              
                              
                              
                              42,026Available-for-sale
      financial assets
                              
                              
                              
                              
                              
                              
                              878
                              
                              
                              
                              856Long-term
      land lease prepayments, net
                              
                              
                              
                              
                              
                              
                              608
                              
                              
                              
                              496Property,
      plant and equipment, net
                              
                              
                              8
                              
                              
                              
                              5,315
                              
                              
                              
                              4,102Total
      assets
                              
                              
                              
                              
                              
                              
                              78,949
                              
                              
                              
                              47,480LIABILITIES
      AND SHAREHOLDERS’ EQUITYCurrent
      liabilities:Accounts
      payable
                              
                              
                              
                              
                              
                              
                              11,176
                              
                              
                              
                              6,070Notes
      payable
                              
                              
                              9
                              
                              
                              
                              23,343
                              
                              
                              
                              -Accrued
      expenses and other accrued liabilities
                              
                              
                              
                              
                              
                              
                              3,769
                              
                              
                              
                              3,389Due
      to related parties
                              
                              
                              13(b)
                              
                              
                              
                              639
                              
                              
                              
                              6,812Income
      taxes payable
                              
                              
                              
                              
                              
                              
                              264
                              
                              
                              
                              118Short-term
      bank borrowings
                              
                              
                              10
                              
                              
                              
                              20,451
                              
                              
                              
                              21,361Total
      current liabilities
                              
                              
                              
                              
                              
                              
                              59,642
                              
                              
                              
                              37,750Government
      subsidies
                              
                              
                              11
                              
                              
                              
                              186
                              
                              
                              
                              227Deferred
      tax liabilities
                              
                              
                              4(c)
                              
                              
                              
                              460
                              
                              
                              
                              -Total
      non-current liabilities
                              
                              
                              
                              
                              
                              
                              646
                              
                              
                              
                              227Total
      liabilities
                              
                              
                              
                              
                              
                              
                              60,288
                              
                              
                              
                              37,977
 
 The
financial statements should be read in conjunction with the accompanying
notes.
  F-4
 
 Chisen
Electric Corporation
 
 Consolidated
Balance Sheets
 As of
March 31, 2009 and 2008
 
 As of March 31,2009
                          
                          
                          2008Note
                          
                          
                          US$’000
                          
                          
                          US$’000Commitments
      and contingencies
                          
                          
                          14
                          
                          
                          
                          -
                          
                          
                          
                          -Shareholders’
      equity:Preferred
      stock, US$0.001 per value each:
                            10,000,000
      shares authorized and no shares issued and outstanding
                          
                          
                          
                          
                          
                          
                          -
                          
                          
                          
                          -Common
      stock, US$0.001 par value each:
                            100,000,000
      shares authorized50,000,000
      shares issued and outstanding
                          
                          
                          1
                          
                          
                          
                          50
                          
                          
                          
                          50Capital
      reserves
                          
                          
                          
                          
                          
                          
                          144
                          
                          
                          
                          144Statutory
      reserves
                          
                          
                          12
                          
                          
                          
                          1,103
                          
                          
                          
                          71Accumulated
      other comprehensive income
                          
                          
                          
                          
                          
                          
                          948
                          
                          
                          
                          670Retained
      earnings
                          
                          
                          
                          
                          
                          
                          16,416
                          
                          
                          
                          8,568Total
      shareholders’ equity
                          
                          
                          
                          
                          
                          
                          18,661
                          
                          
                          
                          9,503Total
      liabilities and shareholders’ equity
                          
                          
                          
                          
                          
                          
                          78,949
                          
                          
                          
                          47,480
 
 The
financial statements should be read in conjunction with the accompanying
notes.
  F-5
 
 Chisen
Electric Corporation
 
 Consolidated
Statements of Changes in Shareholders' Equity
 For the
years ended March 31, 2009 and 2008
 
 Common stock issuedNumber
                    of shares
                  
                  
                  Amount
                  
                  
                  Capital
                    reserves
                  
                  
                  Statutory
                    reserves
                  
                  
                  Accumulated
                    Other
                    Comprehensive
                    income
                  
                  
                  Retained
                    earnings
                  
                  
                  TotalUS$’000
                  
                  
                  US$’000
                  
                  
                  US$’000
                  
                  
                  US$’000
                  
                  
                  US$’000
                  
                  
                  US$’000Balance
      as of April 1, 2007
                  
                  
                  50,000,000
                  
                  
                  
                  50
                  
                  
                  
                  144
                  
                  
                  
                  -
                  
                  
                  
                  61
                  
                  
                  
                  1,938
                  
                  
                  
                  2,193Net
      income
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  6,701
                  
                  
                  
                  6,701Transfer
      to statutory reserves
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  71
                  
                  
                  
                  -
                  
                  
                  
                  (71
                  )
                  
                  
                  -Foreign
      currency translation adjustment
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  609
                  
                  
                  
                  -
                  
                  
                  
                  609Balance
      as of March 31, 2008
                  
                  
                  50,000,000
                  
                  
                  
                  50
                  
                  
                  
                  144
                  
                  
                  
                  71
                  
                  
                  
                  670
                  
                  
                  
                  8,568
                  
                  
                  
                  9,503Balance
      as of April 1, 2008
                  
                  
                  50,000,000
                  
                  
                  
                  50
                  
                  
                  
                  144
                  
                  
                  
                  71
                  
                  
                  
                  670
                  
                  
                  
                  8,568
                  
                  
                  
                  9,503Net
      income
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  8,880
                  
                  
                  
                  8,880Transfer
      to statutory reserves
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,032
                  
                  
                  
                  -
                  
                  
                  
                  (1,032
                  )
                  
                  
                  -Foreign
      currency translation adjustment
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  278
                  
                  
                  
                  -
                  
                  
                  
                  278Balance
      as of March 31, 2009
                  
                  
                  50,000,000
                  
                  
                  
                  50
                  
                  
                  
                  144
                  
                  
                  
                  1,103
                  
                  
                  
                  948
                  
                  
                  
                  16,416
                  
                  
                  
                  18,661
 
 The
financial statements should be read in conjunction with the accompanying
notes.
  F-6
 
 Chisen
Electric Corporation
 
 Consolidated
Statements of Cash Flows
 For the
years ended March 31, 2009 and 2008
 
 Years ended March 31,2009
                    
                    
                    2008US$’000
                    
                    
                    US$’000Cash
      flows from operating activitiesNet
      income
                    
                    
                    8,880
                    
                    
                    
                    6,701Adjustments
      to reconcile net income to net cash used in operating
      activities:Depreciation
      of property, plant and equipment
                    
                    
                    451
                    
                    
                    
                    258Written-off
      of property, plant and equipment
                    
                    
                    44
                    
                    
                    
                    -Amortization
      of long-term land lease prepayments
                    
                    
                    13
                    
                    
                    
                    10Exchange
      differences
                    
                    
                    (84
                    )
                    
                    
                    500Written
      back of provision for doubtful debts
                    
                    
                    -
                    
                    
                    
                    (16
                    )Provision
      for warranty costs
                    
                    
                    (302
                    )
                    
                    
                    161Government
      grant recognized
                    
                    
                    (47
                    )
                    
                    
                    (4
                    )Investment
      income from available-for-sale financial assets
                    
                    
                    (131
                    )
                    
                    
                    (202
                    )Deferred
      taxation
                    
                    
                    460Changes
      in assets and liabilities:Other
      financial assets
                    
                    
                    3,851
                    
                    
                    
                    (4,491
                    )Accounts
      receivable, net
                    
                    
                    (19,148
                    )
                    
                    
                    (7,841
                    )Other
      receivables
                    
                    
                    (377
                    )
                    
                    
                    (188
                    )Prepayment
                    
                    
                    (520
                    )
                    
                    
                    (44
                    )Inventories
                    
                    
                    (4,524
                    )
                    
                    
                    (6,825
                    )Accounts
      payable
                    
                    
                    4,949
                    
                    
                    
                    2,893Notes
      payable
                    
                    
                    23,343
                    
                    
                    
                    (142
                    )Accrued
      expenses and other accrued liabilities
                    
                    
                    637
                    
                    
                    
                    947Due
      to related parties
                    
                    
                    (6,348
                    )
                    
                    
                    (2,342
                    )Income
      taxes payable
                    
                    
                    142
                    
                    
                    
                    112Net
      cash provided by (used in) operating activities
                    
                    
                    11,289
                    
                    
                    
                    (10,513
                    )Cash
      flows from investing activitiesAcquisition
      of available-for-sale financial assets
                    
                    
                    -
                    
                    
                    
                    (770
                    )Purchase
      of property, plant and equipment
                    
                    
                    (1,647
                    )
                    
                    
                    (1,021
                    )Additions
      of long-term land lease prepayments
                    
                    
                    (113
                    )
                    
                    
                    (70
                    )Investment
      in restricted bank balances, net
                    
                    
                    (7,304
                    )
                    
                    
                    (6,266
                    )Dividend
      received from available-for-sale financial assets
                    
                    
                    131
                    
                    
                    
                    121Increase
      in capital reserve
                    
                    
                    -
                    
                    
                    
                    19Net
      cash used in investing activities
                    
                    
                    (8,933
                    )
                    
                    
                    (7,987
                    )Cash
      flows from financing activitiesAdvanced
      from related parties, net
                    
                    
                    800
                    
                    
                    
                    (579
                    )Proceeds
      from short-term bank loans
                    
                    
                    20,451
                    
                    
                    
                    16,082Repayment
      of short-term bank loans
                    
                    
                    (21,912
                    )
                    
                    
                    (9,673
                    )Proceeds
      from bills financing, net
                    
                    
                    -
                    
                    
                    
                    12,816Proceed
      from issuance of common stock
                    
                    
                    -
                    
                    
                    
                    50Net
      cash (used in) provided by financing activities
                    
                    
                    (661
                    )
                    
                    
                    18,696Net
      increase in cash and cash equivalents
                    
                    
                    1,695
                    
                    
                    
                    196Cash
      and cash equivalents, beginning of year
                    
                    
                    786
                    
                    
                    
                    619Effect
      on exchange rate changes
                    
                    
                    139
                    
                    
                    
                    (29
                    )Cash
      and cash equivalents, end of year
                    
                    
                    2,620
                    
                    
                    
                    786
 
 The
financial statements should be read in conjunction with the accompanying
notes.
  F-7
 
 Chisen
Electric Corporation
 
 Consolidated
Statements of Cash Flows
 For the
years ended March 31, 2009 and 2008
 
 Years ended March 31,2009
                      
                      
                      2008US$’000
                      
                      
                      US$’000Supplemental
      disclosure of cash flow informationInterest
      received
                      
                      
                      261
                      
                      
                      
                      62Interest
      paid
                      
                      
                      1,160
                      
                      
                      
                      815Tax
      paid
                      
                      
                      1,264
                      
                      
                      
                      -Non-cash
      investing activityPurchase
      of property, plant and equipment recorded as payable to
      contractors
                      
                      
                      211
                      
                      
                      
                      248
 
 The
financial statements should be read in conjunction with the accompanying
notes.
  F-8
 
 Chisen
Electric Corporation
 
 Notes
to and Forming Part of Consolidated Financial Statements
 For the
years ended March 31, 2009 and 2008
 
 1.
              ORGANIZATION
      AND PRINCIPAL ACTIVITIES
 
 Chisen
Electric Corporation (“Chisen Electric”), formerly known as World Trophy
Oufitters, Inc., was formed as a Nevada corporation on January 13, 2005. Its
common stocks are currently trading on the Over-The-Counter Bulletin Board under
the symbol “CIEC.OB”.
 
 Chisen
Electric is an investment holding company with no operations. The principal
activities of its subsidiaries (together with Chisen Electric, collectively
referred as “the Company”) are the manufacture and sales of sealed lead-acid
battery products and investment holding.
 
 Details
of Chisen Electric’s subsidiaries as of March 31, 2009 are as
follows:
 
 Name
                              
                              Place and
                                date of
                                establishment /
                                incorporation
                              
                              Percentage of
                                effective equity
                                interest / voting
                                right attributable
                                to the Company
                              
                              Principal activitiesFast
      More Limited (“Fast More”)
                              
                              Hong
      Kong
                                December
      17, 2007
                              
                              
                              100
                              %
                              Investment
      holdingChangxing Chisen Battery Co.,
      Limited (“Changxing Chisen”) *
                              
                              Zhejiang,
                                the
      People’s
                                Republic
      of China
                                (“PRC”)
                                February
      25, 2002
                              
                              
                              100
                              %
                              Manufacture
      and sales of
                                sealed
      lead-acid battery
                                products
 
 *
              This is a direct translation
      of the name in Chinese for identification purpose only and is not the
      official name in English.
 
 On
November 12, 2008, Chisen Electric entered into a Share Exchange Agreement
(“Exchange”) with Fast More, Cheer Gold Development Limited (“Cheer Gold”) and
Floster Investment Limited (Floster Investment Limited and together with Cheer
Gold, the “Stockholders”) whereby Chisen Electric acquired all of the issued and
outstanding common stock of Fast More from the Stockholders in exchange for the
issuance by Chisen Electric to the Stockholders of an aggregate 35,000,000
newly-issued shares of Chisen Electric’s common stock, par value of US$0.001
each, representing 70% of Chisen Electric’s common stock issued and outstanding
upon completion of the share exchange (the “Share Exchange
Transaction”).
 
 Prior to
the closing of the Share Exchange Transaction, Chisen Electric implemented a 3
for 1 forward stock split, resulting to the increase of Chisen Electric’s common
stock issued and outstanding from 11,219,400 shares to 33,658,200 shares,
immediately before the completion of the Share Exchange
Transaction.
  F-9
  Chisen
Electric Corporation
 
 Notes
to and Forming Part of Consolidated Financial Statements
 For the
years ended March 31, 2009 and 2008
  1.
              ORGANIZATION
      AND PRINCIPAL ACTIVITIES
(CONTINUED)
 
 Upon the
completion of the Share Exchange Transaction (including, but not limited to, the
cancellation of the 18,658,200 shares of Chisen Electric’s common stock
concurrent and simultaneous with the consummation of the Share Exchange
Transaction) on November 12, 2008, there were 50,000,000 shares of Chisen
Electric’s common stock issued and outstanding.
 
 The
acquisition by Chisen Electric of Fast More is deemed to be a reverse
acquisition in accordance with generally accepted accounting principles. In
accordance with the Accounting and Financial Reporting Interpretations and
Guidance prepared by the staff of the U.S. Securities and Exchange Commission,
Chisen Electric (the legal acquirer) is considered the accounting acquiree and
Fast More (the legal acquiree) is considered the accounting acquirer. The
consolidated financial statements of the consolidated entity will in substance
be those of Fast More, with the assets and liabilities, and revenues and
expenses, of Chisen Electric being included effective from the date of
completion of Share Exchange Transaction. Chisen Electric is deemed to be a
continuation of business of Fast More. The outstanding common stock of Chisen
Electric prior to the Share Exchange Transaction will be accounting for at their
net book value and no goodwill will be recognized.
 
 In order
to rationalize the corporate structure and prepare for the Share Exchange
Transaction, Fast More and Changxing Chisen (collectively referred to as “the
Fast More Group”) underwent a reorganization (“Reorganization”). On February 16,
2008, Fast More acquired the 51%, 9% and 40% equity interest in Changxing Chisen
from Mr. Xu Kecheng, Mr. Xu Keyong and BEME International Co., Limited at a
consideration of RMB6,502,500 (equivalent to USD926,000), RMB1,147,500
(equivalent to USD164,000) and RMB5,100,000 (equivalent to USD726,000)
respectively. Upon the completion of the transactions, Changxing Chisen became a
wholly-owned subsidiary of Fast More.
 
 Since the
ultimate beneficial owner of the companies now comprising the Fast More Group
was, all the time prior to the completion of the Reorganization, Mr. Xu Ke
Cheng, the ownership transfer transaction was accounted for as a transfer of
entities under common control in accordance with Statement of Financial
Accounting Standards (“SFAS”) No. 141, “Business Combinations”. Hence, the
consolidation has been accounted for at historical cost and prepared on the
basis as if the Reorganization had become effective as of the beginning of the
first period presented in the accompanying consolidated financial
statements.
  F-10
  Chisen
Electric Corporation
 
 Notes
to and Forming Part of Consolidated Financial Statements
 For the
years ended March 31, 2009 and 2008
  2.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
  Accounting
principles
 The
      consolidated financial statements and accompanying notes are prepared in
      accordance with generally accepted accounting principles in the United
      States of America (“USGAAP”).
  Basis
of consolidation
 The
      consolidated financial statements include the financial information of
      Chisen Electric and its subsidiaries. All significant intercompany
      accounts and transactions have been eliminated upon
      consolidation.
  Revenue
recognition
 Operating
revenue represents sale of goods at invoiced value to customers, net of returns,
discounts and value-added tax (“VAT”), and is recognized when goods are
delivered to customers, the significant risks and rewards of ownership of goods
have been transferred to customers, the sales price to the customers is fixed or
determinable and the collectability of consideration is reasonably
assured.
 
 Costs
related to shipping and handling are included in selling, marketing and
distribution expenses.
 
 Segmental
information
 During
the years ended March 31, 2009 and 2008, all revenue of the Company represented
income from sales of sealed lead-acid batteries and therefore no financial
information by business segment is presented. Furthermore, as all income is
derived from the PRC, no geographical segment is presented.
  Research
and development
 All
      costs of research and development activities are generally expensed as
      incurred. Research and development costs were US$117,000 and US$34,000 for
      the years ended March 31, 2009 and 2008,
  respectively.
  Advertising
and promotion costs
 Advertising
and promotion costs are expensed as sales, marketing and distribution costs
as incurred. Advertising costs were US$389,000 and US$319,000 for the years
ended March 31, 2009 and 2008, respectively.
 
 Retirement
plan costs
 Contributions
to defined contribution retirement schemes are charged to general and
administrative expenses in the consolidated statements of operations and other
comprehensive income as and when the related employee services are provided.
Retirement plan costs were US$130,000 and US$93,000, for the years ended March
31, 2009 and 2008, respectively.
  F-11
 
 Chisen
Electric Corporation
 
 Notes
to and Forming Part of Consolidated Financial Statements
 For the
years ended March 31, 2009 and 2008
  2.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
  Income
      taxes
 The
Company provides for income taxes using the liability method. Under the
liability method, current income tax expense or benefit is the amount of income
taxes expected to be payable or refundable for the current period.
 
 A
deferred income tax asset or liability is computed for the expected future
impact of differences between the financial reporting and tax bases of assets
and liabilities and for the expected future tax benefit to be derived from tax
credits. Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or all of
the deferred tax assets will not be realized.
 
 Tax rate
changes are reflected in the computation of the income tax provision during the
period such changes are enacted.
  Comprehensive
income
 SFAS
      No. 130, "Reporting
      Comprehensive Income", requires the presentation of comprehensive
      income, in addition to the existing statements of operations.
      Comprehensive income is defined as the change in equity during the year
      from transactions and other events, excluding the changes resulting from
      investments by owners and distributions to owners, and is not included in
      the computation of income tax expense or benefit. Accumulated
      comprehensive income consists of changes in unrealized gains and losses on
      foreign currency translation.
  Available-for-sale
financial assets
 The
Company’s available-for-sale financial assets consist of investment in unlisted
equity securities and are recorded at cost.
  The
Company periodically assesses whether its investment in non-marketable equity
securities are impaired and if any impairment is other than temporary. Factors
considered in assessing whether an impairment is other than temporary include
the credit quality of the investment, the duration of the impairment, the
Company’s ability and intent to hold the investment until recovery and overall
economic conditions. A decline in value of these securities below cost that is
deemed to be other than temporary results in an impairment charge to earnings
that reduces the carrying amount of the securities to fair value establishing a
new cost basis.
  Property,
plant and equipment (“PPE”) and long-term land lease prepayments
 PPE are
stated at cost less accumulated depreciation, and include expenditure that
substantially increases the useful lives of existing assets.
  The
      cost of an asset comprises its purchase price and any directly
      attributable costs of bringing the asset to its present working condition
      and location for its intended use. Expenditures incurred after the assets
      have been put into operation, such as repairs and maintenance, overhaul
      and minor renewals and betterments, are normally charged to operating
      expenses in the period in which they are incurred.  In
      situations where it can be clearly demonstrated that the expenditure has
      resulted in an increase in the future economic benefits expected to be
      obtained from the use of the assets, the expenditure is
      capitalized.
  F-12
 
 Chisen
Electric Corporation
 
 Notes
to and Forming Part of Consolidated Financial Statements
 For the
years ended March 31, 2009 and 2008
  2.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
  Property,
plant and equipment (“PPE”) and long-term land lease prepayments
(Continued)
 Depreciation
is provided, on a straight-line basis, to write off the cost less accumulated
impairment losses of each PPE item at rates based on their estimated useful
lives from the date on which they become fully operational and after taking into
account their estimated residual values as follows:
 
 Buildings
                  20
      yearsFurniture,
      fixtures and office equipment
                  10
      yearsMotor
      vehicles
                  5
      yearsPlant
      and machinery
                  10
      years
  When
assets are sold or retired, their costs and accumulated depreciation are
eliminated from the consolidated financial statements and any gain or loss
resulting from their disposal is recognized in the period of disposition as an
element of other income.
 
 Construction-in-progress
consists of factories and office buildings under construction and machinery
pending installation and includes the costs of construction, machinery and
equipment, and any interest charges arising from borrowings used to finance
these assets during the period of construction or installation. No provision for
depreciation is made on construction-in-progress until such time as the relevant
assets are completed and ready for their intended use.
 
 Long-term
land lease prepayments are amortized on a straight-line basis over the term of
lease.
  Impairment
of long-lived assets
 Long-lived
assets are reviewed at least annually for impairment whenever events or changes
in circumstances indicate that the carrying amount of assets may not be
recoverable. It is reasonably possible that these assets could become impaired
as a result of technology or other industry changes. Determination of
recoverability of assets to be held and used is by comparing the carrying amount
of an asset to future net undiscounted cash flows to be generated by the assets.
If such assets are considered to be impaired, impairment is measured by the
amount by which the carrying amount of the assets exceeds the fair value of the
assets and recorded as a reduction of original costs. Assets to be disposed of
are reported at the lower of the carrying amount or fair value less costs to
sell.
  Inventories
 Inventories
      are stated at the lower of cost and market. Cost, which comprises all
      costs of purchase and, where applicable, costs of conversion and other
      costs that have been incurred in bringing the inventories to their present
      location and condition, is calculated using the weighted average costing
      method. The Company estimates the market price of its inventories with
      reference to the net realizable value based upon current market conditions
      and historical experience. Estimated losses on inventories represent
      reserves for obsolescence, excess quantities, irregulars and slow moving
      inventory, and which are charged to cost of goods
  sold.
  F-13
 
 Chisen
Electric Corporation
 
 Notes
to and Forming Part of Consolidated Financial Statements
 For the
years ended March 31, 2009 and 2008
  2.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
  Accounts
      receivables and allowance for doubtful
accounts
 The
allowance for the risk of non-collection of trade accounts receivable takes into
account credit-risk concentration. Collective debt risk is assessed based on
average historical losses and specific circumstances such as serious adverse
economic conditions. The Company’s estimate is based on a variety of factors,
including historical collection experience, existing economic conditions and a
review of the current status of the receivable. Accounts receivable are
presented net of an allowance for doubtful accounts of US$6,000 and US$6,000 as
of March 31, 2009 and 2008, respectively.
 
 Cash
and cash equivalents
 Cash
represents cash on hand and deposits with financial institutions which are
repayable on demand. Cash equivalents represent short-term, highly liquid
investments purchased with an original maturity of three months or less, which
are readily convertible into known amounts of cash and which are subject to an
insignificant risk of changes in value.
 
 Foreign
currency translation
 Items
included in the financial statements of the Company’s subsidiary are measured
using Renminbi (“RMB”), the currency of the primary economic environment in
which the entity operates (“functional currency”). The consolidated financial
statements are presented in United States Dollars (“US$”), which is the
Company’s presentation currency.
 
 Foreign
currency transactions are translated into the functional currency using the
exchange rates prevailing at the dates of the transactions. Foreign exchange
gains and losses resulting from the settlement of such transactions and from the
translation at year-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognized in the income
statement.
 
 On
consolidation, the results and financial position of all the group entities that
have a functional currency different from the presentation currency are
translated as follows:
 
 (a)
              assets
      and liabilities for each balance sheet presented are translated at the
      closing rate at the date of that balance
sheet;
 (b)
              income
      and expenses for each statement of operations are translated at average
      exchange rates;
 (c)
              all
      resulting exchange differences are recognized as a separate component of
      equity.
  F-14
 Chisen
Electric Corporation
 
 Notes
to and Forming Part of Consolidated Financial Statements
 For the
years ended March 31, 2009 and 2008
  2.
                SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
  Fair
value of financial instruments
 The
estimated fair values for financial instruments under SFAS No. 107, “Disclosures
about Fair Value of Financial Instruments”, are determined at discrete points in
time based on relevant market information. These estimates involve uncertainties
and cannot be determined with precision.
  The
Company’s financial instruments include restricted bank balances, other
financial assets, accounts and other receivables/payables, prepayments and
short-term bank borrowings. The management has estimated that the carrying
amount approximates their fair value due to their short-term nature. The fair
value of the Company’s unearned portion of government grants are estimated based
on the current rates offered to the Company for debt of similar terms and
maturities. The fair value of these non-current financial instruments was not
materially different from their carrying value as of March 31, 2009 and
2008.
  Warranty
 Estimated
warranty costs are recognized at the time when the Company sells its products
and are included in sale, marketing and distribution expenses. The Company uses
historical failure rates and costs to repair product defects during the warranty
period to estimate warranty costs while are reviewed periodically in light of
actual experience. The reconciliation of the changes in the warranty obligation
is as follows:
 
 Years ended March 31,2009
                      
                      
                      2008US$’000
                      
                      
                      US$’000Balance
      as of April 1,
                      
                      
                      413
                      
                      
                      
                      220Exchange
      realignment
                      
                      
                      9
                      
                      
                      
                      -Accrual
      for warranties issued during the year
                      
                      
                      91
                      
                      
                      
                      1,452Settlement
      made during the year
                      
                      
                      (392
                      )
                      
                      
                      (1,259
                      )Balance
      as of March 31,
                      
                      
                      121
                      
                      
                      
                      413
  Government
subsidies
 Government
subsidies are recognized as income over the periods necessary to match them with
the related costs. Subsidies related to expense items are recognized in the same
period as those expenses are charged in the consolidated statements of
operations and other comprehensive income and are reported separately as other
income.
  Operating
leases
 Leases
where substantially all the rewards and risks of ownership of assets remain with
the leasing company are accounted for as operating leases. Rental payables under
operating leases are recognized as expenses on the straight-line basis over the
lease term.
  F-15
  Chisen
Electric Corporation
 
 Notes
to and Forming Part of Consolidated Financial Statements
 For the
years ended March 31, 2009 and 2008
  2.
                SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
  Use
of estimates
 The
preparation of the consolidated financial statements in conformity with USGAAP
requires the management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of financial statements and the reported amounts of
revenues and expenses during the reported periods. The management evaluates
these estimates and judgments on an ongoing basis and bases their estimates on
experience, current and expected future conditions, third-party evaluations and
various other assumptions that they believe are reasonable under the
circumstances. The results of these estimates form the basis for making
judgments about the carrying values of assets and liabilities as well as
identifying and assessing the accounting treatment with respect to commitments
and contingencies.
  Actual
amounts could differ from those estimates. Estimates are used for, but not
limited to, the accounting for certain items such as allowance for doubtful
accounts, depreciation and amortization, inventory allowance, taxes and
contingencies.
 
 Related
parties
 Parties
are considered to be related if one party has the ability, directly or
indirectly, to control the other party or exercise significant influence over
the other party in making financial and operating decisions. Parties are also
considered to be related if they are subject to common control or common
significant influence.
 
 Earnings
per share
 Basic
earnings per share is computed by dividing income available to common
stockholders by the weighted-average number of common stocks outstanding during
the year. Diluted earnings per share is computed similar to basic earnings per
share except that the denominator is increased to include the number of
additional common stocks that would have been outstanding if the potential
common shares had been issued and if the additional common shares were dilutive.
There were no potentially dilutive securities for the years ended March 31, 2009
and 2008.
 
 Upon the
completion of the Share Exchange Transaction, the number of Chisen Electric’s
common stock issued and outstanding, taken into account of the 3 for 1 forward
split as detailed in note 1 was increased to 50,000,000 shares and was applied
retrospectively for the calculation of earnings per share.
  F-16
  Chisen
Electric Corporation
 
 Notes
to and Forming Part of Consolidated Financial Statements
 For the
years ended March 31, 2009 and 2008
  2.
                SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
 
 Adoption
of recently issued accounting standards
 On
September 12, 2008, the Financial Accounting Standards Board (“FASB”) issued
FASB Staff Position (“FSB”) No. 133-1 and FASB Interpretation (“FIN”) 45-4,
Disclosures about credit derivatives and Certain Guarantees - An amendment of
Statements of Financial Accounting Standards (“SFAS”) 133 and FIN 45; and
Clarification of the Effective Date of SFAS 161. FSP 13-1 and FIN 45-4 expand
the disclosure requirement of credit derivatives and guarantees and are
effective for reporting periods (annual and interim) ending after November 15,
2008. The adoption of these statements is not expected to have a material effect
on the Company’s financial statements.
 
 On
October 10, 2008, the FASB issued a FASB staff position No. FAS 157-3,
Determining the Fair Value of a Financial Asset When the Market for That Asset
Is Not Active (FSP 157-3), clarifies the application of SFAS 157 in a market
that is not active.  Besides, the FASB also issued a FASB Staff
Position No. FAS 157-2, Effective Date of FAS 13 Statement No.157, amending SFAS
157 for non-financial assets and non-financial liabilities, except for items
that are recognized or disclosed at fair value in the financial statements on a
recurring basis at least annually, until fiscal years beginning after November
15, 2008, and interim period within these fiscal years. The adoption of these
new pronouncements is not expected to have a material impact on the Company’s
financial statements.
  In December 2008, the FASB issued FSP
FAS 140-4 and FIN 46(R)-8, “Disclosures by Public Entities (Enterprises) about
Transfers of Financial Assets and Interests in Variable Interest Entities” (“FSP
FAS 140-4 and FIN 46(R)-8”). FSP FAS 140-4 and FIN 46(R)-8 amends FAS 140 and
FIN 46(R) to require additional disclosures regarding transfers of financial
assets and interest in variable interest entities. FSP FAS 140-4 and FIN 46(R)-8
is effective for financial statements issued after December 15, 2008. The
adoption of the provisions of FSP FAS 140-4 and FIN 46(R)-8 is not expected to
change the Company’s current accounting practices and disclosures.
 
 In April
2009, the FASB issued three FSPs that are intended to provide additional
application guidance and enhance disclosures about fair value measurements and
impairments of securities. FSP FAS 157-4 clarifies the objective and method of
fair value measurement even when there has been a significant decrease in market
activity for the asset being measured. FSP FAS 115-2 and FAS 124-2 establishes a
new model for measuring other-than-temporary impairments for debt securities,
including establishing criteria for when to recognize a write-down through
earnings versus other comprehensive income. FSP FAS 107-1 and APB 28-1
expands the fair value disclosures required for all financial instruments within
the scope of SFAS No. 107, Disclosures about Fair Value of Financial
Instruments, to interim periods. All of these FSPs are effective for the
period beginning April 1, 2009. Management is assessing the potential
impact that the adoption of FSP FAS 157-4 and FSP FAS 115-2 and FAS 124-2 may
have on the Company’s financial statements. FSP FAS 107-1 and APB 28-1 will
result in increased disclosures in the interim periods.
  F-17
  Chisen
Electric Corporation
 
 Notes
to and Forming Part of Consolidated Financial Statements
 For the
years ended March 31, 2009 and 2008
 
 3.
                OPERATING
      RISKS
 
 (a)
                Concentration
      of major customers and suppliers
 Years ended March 31,2009
                          
                          
                          2008Major
      customers with revenues of more than 10% of the Company’s
      salesSales
      to major customers
                          
                          US$51,676,000
                          
                          
                          US$26,161,000Percentage
      of sales
                          
                          
                          47
                          %
                          
                          
                          40
                          %Number
                          
                          
                          1
                          
                          
                          
                          1Major
      suppliers with purchases of more than 10% of the Company’s
      purchasesPurchases
      from major suppliers
                          
                          US$47,415,000
                          
                          
                          US$33,595,000Percentage
      of purchases
                          
                          
                          60
                          %
                          
                          
                          58
                          %Number
                          
                          
                          4
                          
                          
                          
                          3
 
 Accounts
receivable related to the Company’s major customers comprised 85% and 75% of all
account receivables as of March 31, 2009 and 2008, respectively.
 
 Accounts
payable related to the Company’s major suppliers comprised 24% and 15% of all
account payables as of March 31, 2009 and 2008, respectively.
 
 Credit
risk represents the accounting loss that would be recognized at the reporting
date if counter parties failed to perform as contracted. Concentrations of
credit risk (whether on or off balance sheet) that arise from financial economic
characteristics that would cause their ability to meet contractual obligations
to be similarly affected by changes in economic or other conditions. The major
concentrations of credit risk arise from the Company’s accounts receivable. Even
though the Company has major concentrations, it does not consider itself exposed
to significant risk with regards to the related receivables.
 
 (b)
                  Country
      risks
  The
Company’s major subsidiary has operation conducted in the PRC. Accordingly, its
business, financial condition and result of operation maybe influenced by the
political, economic and legal environments in the PRC, and by the general state
of the PRC economy.
  The
operation in the PRC is subject to special considerations and significant risks
not typically associated with companies in the United States. These include
risks associated with, among others, the political, economic and legal
environment and foreign currency exchange and remittance restrictions. The
Company’s results maybe adversely affected by changes in the political and
social conditions in the PRC, and by changes in governmental policies with
respect to laws and regulations, anti-inflationary measures, currency
conversion, remittances abroad, and rates and methods of taxation, inter alia.
The management does not believe these risks to be significant. There can be no
assurance, however, those changes in political and other conditions will not
result in any adverse impact.
  F-18
  Chisen
Electric Corporation
 
 Notes
to and Forming Part of Consolidated Financial Statements
 For the
years ended March 31, 2009 and 2008
 
 3.
                OPERATING
      RISKS (CONTINUED)
 
 (c)
                Cash
      and time deposits
 
 The
Company mainly maintains its cash balances with various banks located in the
PRC. In common with local practice, such amounts are not insured or otherwise
protected should the financial institutions be unable to meet their liabilities.
There has been no history of credit losses. There are neither material
commitment fees nor compensating balance requirements for any outstanding loans
of the Company.
 
 4.
                INCOME
      TAXES
 
 Chisen
Electric had a net operating loss carry-forward for income tax reporting
purposes that might be offset against future taxable income. These net operating
loss carry-forwards are severely limited when Chisen Electric experiences a
change in control.  Therefore, following the Exchange as mentioned in
Note 1 in November 2008, the amount available to offset future taxable income is
limited. No tax benefit has been reported in the financial statements, because
Chisen Electric believes that it is more likely than not that the carry-forwards
will finally expire and therefore cannot be used.  Accordingly, the
potential tax benefits of the loss carry-forwards are offset by a valuation
allowance of the same amount.
 
 Chisen
Electric’s subsidiaries are subject to income taxes on an entity basis on income
arising in or derived from the tax jurisdictions in which each entity domiciles
and operates.
 
 Hong Kong
Profits Tax has not been provided as Fast More had no assessable profit for the
year.
 
 Changxing
Chisen is subject to state and local enterprise income taxes in the PRC at a
standard rate of 30% and 3%, respectively, up to December 31, 2007.
 
 In March
2007, the National People’s Congress enacted the New Enterprise Income Tax
(“EIT”) Law, which became effective on January 1, 2008. In December 2007, the
State Council promulgated the “Implementation Regulations to the
EIT Lawand the Notice
to Enterprise Income Tax Transition Incentive Policy”, which also became
effective on January 1, 2008.
 
 Under
those laws and regulations, a unified income tax rate of 25% will apply to all
domestic and foreign invested enterprises, unless they qualify for special tax
benefits under certain limited exceptions. The applicable income tax for
Changxing Chisen will be 25% for year 2008 onwards. Since the deferred tax
assets and deferred tax liabilities shall be measured at the tax rates that are
expected to apply to the periods when the asset is realized or the liability is
settled, the change in the applicable tax rate will affect the determination of
the carrying values of deferred tax assets and deferred tax liabilities of
Changxing Chisen. The Company recognizes the deferred tax balances based on
their best estimation on the effects of the New EIT Law and will continue to
evaluate the impact on its operating results and financial positions of future
periods as more detailed rules and other related regulations are
announced.
  F-19
  Chisen
Electric Corporation
 
 Notes
to and Forming Part of Consolidated Financial Statements
 For the
years ended March 31, 2009 and 2008
 
 4.
              INCOME
      TAXES (CONTINUED)
 
 Changxing
Chisen received official designation by the local tax authority as a foreign
invested enterprise engaged in manufacturing activities and is confirmed by the
local tax authority that it is exempted from enterprise income tax for two years
commencing from the first profitable year in 2006, followed by a 50% reduction
for the next three years.
 
 Dividends
payable by a foreign invested enterprise to its foreign investors in Hong Kong
are subject to a 5% withholding tax.
 
 (a)
              Income
      tax expenses are comprised of the
following:
 
 Years ended March 31,2009
                      
                      
                      2008US$’000
                      
                      
                      US$’000Current
      taxes arising in the PRC:For
      the year
                      
                      
                      1,401
                      
                      
                      
                      112Deferred
      taxes arising in the PRC:For
      the year
                      
                      
                      460
                      
                      
                      
                      -1,861
                      
                      
                      
                      112
  Interpretation
No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB
Statement No. 109” (“FIN 48”) issued by the FASB clarifies the accounting and
disclosure for uncertainty in tax positions, as defined, and prescribes the
measurement process and a minimum recognition threshold for a tax position,
taken or expected to be taken in a tax return, that is required to be met before
being recognized in the financial statements. Under FIN 48, the Company must
recognize the tax benefit from an uncertain position only if it is
more-likely-than-not the tax position will be sustained on examination by the
taxing authority, based on the technical merits of the position. The tax
benefits recognized in the financial statements attributable to such position
are measured based on the largest benefit that has a greater than 50% likelihood
of being realized upon the ultimate resolution of the position.
  F-20
 Chisen
Electric Corporation
 
 Notes
to and Forming Part of Consolidated Financial Statements
 For the
years ended March 31, 2009 and 2008
 4.
              INCOME
      TAXES (CONTINUED)
  (a)
              (Continued)
  Subject
to the provision of FIN 48, the Company has analyzed its filing positions in all
of the domestic and foreign jurisdictions where it is required to file income
tax returns. As of March 31, 2009 and 2008, the Company has identified the
following jurisdictions as “major” tax jurisdictions, as defined, in which it is
required to file income tax returns: United States, Hong Kong and the PRC. Based
on the evaluations noted above, the Company has concluded that there are no
significant uncertain tax positions requiring recognition in its consolidated
financial statements.
  As of
March 31, 2009 and 2008, the Company had no unrecognized tax benefits or
accruals for the potential payment or interest and penalties. The Company’s
policy is to record interest and penalties in this connection as a component of
the provision for income tax expense. For the years ended March 31, 2009 and
2008, no interest or penalties were recorded.
 
 (b)
              Reconciliation
      from the expected income tax expenses calculated with reference to the
      statutory tax rate in the PRC of 25% (2008: 31%) is as
      follows:
 
 Years ended March 31,2009
                      
                      
                      2008US$’000
                      
                      
                      US$’000Expected
      income tax expenses
                      
                      
                      2,693
                      
                      
                      
                      2,075Effect
      on tax incentives / holiday
                      
                      
                      (1,319
                      )
                      
                      
                      (1,968
                      )Non-deductible
      items
                      
                      
                      217
                      
                      
                      
                      118Withholding
      tax
                      
                      
                      481
                      
                      
                      
                      -Others
                      
                      
                      (211
                      )
                      
                      
                      (113
                      )Income
      tax expenses
                      
                      
                      1,861
                      
                      
                      
                      112
 
 (c)
              Components
      of net deferred tax liabilities were as
follows:
 
 Years
      ended March 31,2009
                    
                    
                    2008US$’000
                    
                    
                    US$’000Withholding
      tax
                    
                    
                    460
                    
                    
                    
                    -
  F-21
  Chisen
Electric Corporation
 
 Notes
to and Forming Part of Consolidated Financial Statements
 For the
years ended March 31, 2009 and 2008
 
 5.
              RESTRICTED
      BANK BALANCES
 
 Restricted
bank balances as of March 31, 2009 and 2008 represented time deposits with
original maturity between three and twelve months. As of March 31, 2009, all
restricted bank balances were pledged for the issue of notes payable as
disclosed in Note 9 below. As of March 31, 2008, all restricted bank balances
were pledged to secure bills financing as set out in Note 10 below.
 
 6.
              OTHER
      FINANCIAL ASSETS
 
 Other
financial assets represented notes receivable from customers for the settlement
of accounts receivable balances. As of March 31, 2009 and 2008, all notes
receivable were guaranteed by established banks in the PRC and had maturities of
6 months or less from the date of issue. The fair value of the notes
receivable approximated their carrying value.
  7.
              INVENTORIES
  Inventories consisted of the
following:
 As of March 31,2009
                        
                        
                        2008US$’000
                        
                        
                        US$’000Raw
      materials
                        
                        
                        4,269
                        
                        
                        
                        2,577Work-in-progress
      and semi-finished goods
                        
                        
                        9,370
                        
                        
                        
                        3,502Finished
      goods
                        
                        
                        3,496
                        
                        
                        
                        6,21417,135
                        
                        
                        
                        12,293
  F-22
  Chisen
Electric Corporation
 
 Notes
to and Forming Part of Consolidated Financial Statements
 For the
years ended March 31, 2009 and 2008
  8.
              PROPERTY,
      PLANT AND EQUIPMENT, NET
 
 Property, plant and equipment is
summarized as follows:
 
 As of March 31,2009
                    
                    
                    2008US$’000
                    
                    
                    US$’000Buildings
                    
                    
                    2,632
                    
                    
                    
                    2,213Plant
      and machinery
                    
                    
                    2,386
                    
                    
                    
                    1,545Motor
      vehicles
                    
                    
                    807
                    
                    
                    
                    598Furniture,
      fixtures and office equipment
                    
                    
                    427
                    
                    
                    
                    215Construction-in-progress
                    
                    
                    365
                    
                    
                    
                    3626,617
                    
                    
                    
                    4,933Accumulated
      depreciation
                    
                    
                    (1,302
                    )
                    
                    
                    (831
                    )5,315
                    
                    
                    
                    4,102
 
 Depreciation
expenses was US$451,000 and US$258,000 for the years ended March 31, 2009 and
2008, respectively.
 
 The
Company has pledged certain buildings and machineries as collaterals against
general banking facilities granted to Changxing Chisen. Details of which are
disclosed in Note 10.
 
 9.
              NOTES
      PAYABLE
 
 All notes
payable issued by the Company were interest-free, guaranteed by banks, repayable
within six months from date of issue and collateralized by restricted bank
balances as set out in Note 5 and certain land lease prepayments and buildings
as set out in Note 10(i) below.
  In
addition, various parties have issued guarantee against these notes payable as
follows:
 
 As of March 31,2009
                    
                    
                    2008US$’000
                    
                    
                    US$’000Corporate
      and personal guarantees issued by related parties (Note
    13(d))
                    
                    
                    8,034
                    
                    
                    
                    -Corporate
      guarantees issued by third parties
                    
                    
                    2,922
                    
                    
                    
                    -
  F-23
  Chisen
Electric Corporation
 
 Notes
to and Forming Part of Consolidated Financial Statements
 For the
years ended March 31, 2009 and 2008
  10.
              SHORT-TERM
      BANK BORROWINGS
  Short-term
bank borrowings comprise of the followings:
 
 As of March 31,Note
                  
                  2009
                  
                  
                  2008US$’000
                  
                  
                  US$’000Short-term
      bank loans
                  
                  (i)
                  
                  
                  20,451
                  
                  
                  
                  8,544Bills
      financing
                  
                  (ii)
                  
                  
                  -
                  
                  
                  
                  12,81720,451
                  
                  
                  
                  21,361
  (i)
              Short-term
      bank loans
  Short-term
bank loans represent amounts due to various banks which are due within 12
months, and these loans can normally be renewed with the banks upon
expiry/maturity.
  The loans
are collateralized by land lease prepayments and buildings of the Company with
carrying values as follows:
 
 As of March 31,2009
                      
                      
                      2008US$’000
                      
                      
                      US$’000Land
      use rights
                      
                      
                      608
                      
                      
                      
                      119Buildings
                      
                      
                      2,069
                      
                      
                      
                      5952,677
                      
                      
                      
                      714
  Various
parties have also issued guarantee against these short-term bank loans as
follows:
 
 As of March 31,2009
                    
                    
                    2008US$’000
                    
                    
                    US$’000Corporate
      and personal guarantees issued by related parties (Note
    13(d))
                    
                    
                    16,069
                    
                    
                    
                    8,544Corporate
      guarantees issued by unrelated parties
                    
                    
                    4,381
                    
                    
                    
                    -
  The
weighted average annual interest rates of the short-term bank loans were 6.55%
and 7.76% as of March 31, 2009 and 2008, respectively.
  (ii)
              Bills
      financing
 
 Bills
financing represent amounts due to various banks which are repayable within
six months from the date of issue. At March 31, 2009, the Company did not have
any outstanding bills financing balances.
  F-24
 Chisen
Electric Corporation
 
 Notes
to and Forming Part of Consolidated Financial Statements
 For the
years ended March 31, 2009 and 2008
 11.
              GOVERNMENT
      SUBSIDIES
 
 During
the year ended March 31, 2008, the Company received a government grant of
approximately US$231,000 for the purpose of subsidising its acquisition of
property, plant and equipment, of which approximately US$47,000 was credited to
the statement of operations for the year ended March 31, 2009.
 
 12.
              DISTRIBUTION
      OF INCOME
 
 As
stipulated by the relevant laws and regulations for Sino-foreign joint
enterprises in the PRC, Changxing Chisen is required to maintain certain
statutory reserves, which include a general reserve fund, an enterprise
expansion fund and a staff welfare and incentive bonus fund. The statutory
reserves are to be appropriated from statutory net income as stipulated by
statute or by the board of directors of respective subsidiaries and recorded as
a component of shareholders' equity.
 
 However,
upon completion of the Reorganization as detailed in Note 1, Changxing Chisen
became wholly owned foreign-invested enterprises when all of their equity
interest have been acquired by the Company and are required by relevant laws and
regulation to transfer at least 10% of their after-tax profit determined in
accordance with the PRC accounting rules and regulations to a statutory surplus
reserve until such reserve balance reaches 50% of Changxing Chisen’s registered
capital.
 
 For the
year ended March 31, 2008, the Company transferred US$71,000 to the statutory
reserve. The reserve balance had already reached 50% of Changxing Chisen’s
registered capital as at March 31, 2008. On December 31, 2008, Changxing
Chisen’s registered capital was increased to US$ 7,273,000 as a result of the
capital injection by Fast More. Accordingly, the Company transferred
US$1,032,000 out of the after-tax profit to the statutory reserve for the year
ended March 31, 2009.
 
 The
statutory surplus reserve can only be utilized to offset prior years' losses or
for capitalization as paid-in capital. No distribution of the remaining reserves
shall be made other than upon liquidation of Changxing Chisen.
  F-25
  Chisen
Electric Corporation
 
 Notes
to and Forming Part of Consolidated Financial Statements
 For the
years ended March 31, 2009 and 2008
  13.
              RELATED
      PARTY TRANSACTIONS
  (a)
              Names
      and relationship of related
parties:
 
 Name of related party
                                  
                                  Existing relationships with the CompanyMr.
      Xu Kecheng
                                  
                                  Director
      and controlling stockholder of Chisen ElectricZhejiang
      Chisen Glass Company Limited (“Chisen Glass”)*
                                  
                                  A
      company controlled by a close family member of Mr. Xu
    KechengMr.
      Xu Keyong
                                  
                                  A
      close family member of Mr. Xu KechengMs.
      Zhou Fang Qin
                                  
                                  Spouse
      of Mr. Xu KechengChangxing
      Chisen Xinguangyuan Company Limited (“Xinguangyuan”)*
                                  
                                  A
      company controlled by a close family member of Mr. Xu
    KechengZhejiang
      Ai Ge Organism Products Company Limited (“Ai Ge
Organism”)*
                                  
                                  A
      company controlled by Mr. Xu KechengZhejiang
      Changxing Nuo Wan Te Ke Glass Company Limited (“Nuo Wan Te
      Ke”)*
                                  
                                  A
      company controlled by a close family member of Mr. Xu
    KechengZhejiang
      Changxing Ruilang Electronic Company Limited (“Ruilang
      Electronic”)*
                                  
                                  A
      company controlled by a close family member of Mr. Xu
    Kecheng
  *
                These
      are direct translations of the name in Chinese for identification purpose
      only and are not official names in
English.
  F-26
  Chisen
Electric Corporation
 
 Notes
to and Forming Part of Consolidated Financial Statements
 For the
years ended March 31, 2009 and 2008
 13.
              RELATED
      PARTY TRANSACTIONS (CONTINUED)
  (b)
              Summary
      of balances with related parties:
 As of March 31,2009
                        
                        
                        2008US$’000
                        
                        
                        US$’000Due
      from related parties:Ms.
      Zhou Fang Qin
                        
                        
                        195
                        
                        
                        
                        167Chisen
      Glass
                        
                        
                        278
                        
                        
                        
                        178Ruilang
      Electronic
                        
                        
                        -
                        
                        
                        
                        897Xinguangyuan
                        
                        
                        1
                        
                        
                        
                        -474
                        
                        
                        
                        1,242Due
      to related parties:Mr.
      Xu Kecheng
                        
                        
                        -
                        
                        
                        
                        5,127Mr.
      Xu Keyong
                        
                        
                        24
                        
                        
                        
                        24Xinguangyuan
                        
                        
                        -
                        
                        
                        
                        912Ai
      Ge Organism
                        
                        
                        602
                        
                        
                        
                        586Nuo
      Wan Te Ke
                        
                        
                        13
                        
                        
                        
                        163639
                        
                        
                        
                        6,812
  All
amounts due from / to related parties represent unsecured advances which are
interest-free and repayable on demand.
 
 (c)
              Summary
      of related party transactions:
 
 Name of related
                          party
                        
                        Nature of transactions
                        
                        Years ended March 31,2009
                        
                        
                        2008US$’000
                        
                        
                        US$’000Chisen
      Glass
                        
                        Purchase
      of glass products
                        
                        
                        -
                        
                        
                        
                        801Acquisition
      of motor vehicle
                        
                        
                        160
                        
                        
                        
                        -Acquisition
      of available-for-sales financial assets
                        
                        
                        -
                        
                        
                        
                        427Nuo
      Wan Te Ke
                        
                        Purchase
      of glass products
                        
                        
                        -
                        
                        
                        
                        1,089
  F-27
  Chisen
Electric Corporation
 
 Notes
to and Forming Part of Consolidated Financial Statements
 For the
years ended March 31, 2009 and 2008
 13.
              RELATED
      PARTY TRANSACTIONS (CONTINUED)
  (d)
              Other
      arrangements:
  .
              As
      of March 31, 2009, US$4,821,000 of the Company’s short-term bank loans was
      collateralized by a guarantee provided by Chisen
  Glass.
  .
              As
      of March 31, 2009, US$2,483,000 of the Company’s short-term bank loans was
      collateralized by land use rights owned by Ruilang
    Electronic.
  .
              As
      of March 31, 2009, Chisen Glass, Mr. Xu Kecheng and Ms. Zhou Fang Qin
      provided guarantees, in the aggregate, amounting to US$3,652,000 to secure
      the notes payable of the Company.
  .
              As
      of March 31, 2009, Xinguangyuan and Mr. Xu Kecheng provided guarantees, in
      aggregate, amounting to US$8,765,000 and US$4,382,000 to secure the
      short-term bank loans and notes payable of the Company,
      respectively.
 
 14.
              COMMITMENTS
      AND CONTINGENCIES
 
 (a)
              Operating
      lease commitments
 
 The
Company leases certain office premises under non-cancelable operating
leases.  Rental expenses under operating leases for the year ended
March 31, 2009 was US$206,000 (2008:
US$18,000).
 
 The
following table summarizes the approximate future minimum rental payments under
non-cancelable operating leases in effect as of March 31, 2009 and
2008:
 
 As of March 31,2009
                      
                      
                      2008US$’000
                      
                      
                      US$’000Within
      one year
                      
                      
                      185
                      
                      
                      
                      74One
      to two years
                      
                      
                      205
                      
                      
                      
                      74Two
      to three years
                      
                      
                      202
                      
                      
                      
                      74Three
      to four years
                      
                      
                      212
                      
                      
                      
                      -Four
      to five years
                      
                      
                      54
                      
                      
                      
                      -Total
                      
                      
                      858
                      
                      
                      
                      222
 
 (b)
              Capital
      commitments
 
 As of
March 31, 2009 and 2008, the Company had capital expenditure commitments for
construction projects and purchase of machineries of approximately US$423,000
and US$26,000, respectively.
  F-28
  Chisen
Electric Corporation
 
 Notes
to and Forming Part of Consolidated Financial Statements
 For the
years ended March 31, 2009 and 2008
 15.
              APPROVAL
      OF FINANCIAL STATEMENTS
 
 The
consolidated financial statements were approved by the Audit Committee of the
board of directors of Chisen Electric on June 25, 2009.
  F-29