SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





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





For
the quarterly period ended December 31, 2010





OR





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





For
the transition period from ______ to __________





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
                incorporation
      or organization)
              
              (IRS
      Employer
                Identification
      No.)





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


The
People’s Republic of China


(Address
of principal executive offices)





(011)
0572-6267666


(Registrant’s
Telephone Number, Including Area Code)





(Former
Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)





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





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





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




Large
      Accelerated Filer  ̈
                Accelerated
      Filer  ̈
                Non-Accelerated
      Filer  ̈
                Smaller
      Reporting Company x





Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.


Yes   ̈      No x





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date:  As of February 13, 2011, the registrant
had 50,000,000 shares of common stock, par value US$0.001 per share, issued and
outstanding.







TABLE
OF CONTENTS





PART
      I FINANCIAL INFORMATIONITEM
      1. FINANCIAL STATEMENTSITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
    OPERATION
                
                22ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
    RISK
                
                31ITEM
      4. CONTROLS AND PROCEDURES
                
                32PART
      II OTHER INFORMATION
                
                33ITEM
      1. LEGAL PROCEEDINGS
                
                33ITEM
      1A. RISK FACTORS
                
                33ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
    PROCEEDS
                
                33ITEM
      3. DEFAULTS UPON SENIOR SECURITIES
                
                33ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS
                
                33ITEM
      5. OTHER INFORMATION
                
                33ITEM
      6. EXHIBITS
                
                33SIGNATURES
                
                39EXHIBIT
      31.1EXHIBIT
      31.2EXHIBIT
      32.1EXHIBIT
      32.2







PART
I


FINANCIAL
INFORMATION




ITEM
1. FINANCIAL STATEMENTS




PageUnaudited
      Condensed Consolidated Statements of Operations and Other Comprehensive
      Income
                  
                  2 –
      3Unaudited
      Condensed Consolidated Balance Sheets
                  
                  4 –
      5Unaudited
      Condensed Consolidated Statements of Changes in Stockholders’
      Equity
                  
                  6Unaudited
      Condensed Consolidated Statements of Cash Flows
                  
                  7 –
      8Notes
      to and Forming Part of Unaudited Condensed Consolidated Financial
      Statements
                  
                  9 –
      21


- 1 -




Chisen
Electric Corporation
 
 Unaudited
Condensed Consolidated Statements of Operations and
 Other
Comprehensive Income
 For the
nine months ended December 31, 2010 and 2009
 
 Three months ended
                      December 31
                    
                    
                    Nine months ended
                      December 312010
                    
                    
                    2009
                    
                    
                    2010
                    
                    
                    2009Note
                    
                    US$’000
                    
                    
                    US$’000
                    
                    
                    US$’000
                    
                    
                    US$’000(As restated)
                    
                    
                    
                    
                    
                    (As restated)Operating
      revenues:Net
      sales to third parties
                    
                    
                    
                    
                    67,670
                    
                    
                    
                    47,237
                    
                    
                    
                    194,712
                    
                    
                    
                    127,104Cost
      of sales
                    
                    
                    
                    
                    (59,200
                    )
                    
                    
                    (41,398
                    )
                    
                    
                    (170,460
                    )
                    
                    
                    (107,764
                    )Gross
      income
                    
                    
                    
                    
                    8,470
                    
                    
                    
                    5,839
                    
                    
                    
                    24,252
                    
                    
                    
                    19,340Operating
      expenses:Sales,
      marketing and distribution
                    
                    
                    
                    
                    (2,560
                    )
                    
                    
                    (2,677
                    )
                    
                    
                    (8,111
                    )
                    
                    
                    (6,630
                    )General
      and administrative
                    
                    
                    
                    
                    (987
                    )
                    
                    
                    (702
                    )
                    
                    
                    (2,628
                    )
                    
                    
                    (2,236
                    )Operating
      income
                    
                    
                    
                    
                    4,923
                    
                    
                    
                    2,460
                    
                    
                    
                    13,513
                    
                    
                    
                    10,474Other
      income, net
                    
                    
                    
                    
                    276
                    
                    
                    
                    464
                    
                    
                    
                    889
                    
                    
                    
                    1,189Loss
      on disposal of scrap inventories
                    
                    
                    
                    
                    (2,307
                    )
                    
                    
                    -
                    
                    
                    
                    (2,307
                    )
                    
                    
                    -Interest
      income
                    
                    
                    
                    
                    117
                    
                    
                    
                    -
                    
                    
                    
                    315
                    
                    
                    
                    56Interest
      expense
                    
                    
                    
                    
                    (940
                    )
                    
                    
                    (399
                    )
                    
                    
                    (2,231
                    )
                    
                    
                    (1,147
                    )Income
      before income taxes
                    
                    
                    
                    
                    2,069
                    
                    
                    
                    2,525
                    
                    
                    
                    10,179
                    
                    
                    
                    10,572Income
      taxes expense
                    
                    4
                    
                    
                    (1,260
                    )
                    
                    
                    (314
                    )
                    
                    
                    (2,421
                    )
                    
                    
                    (1,439
                    )Income
      before extraordinary item
                    
                    
                    
                    
                    809
                    
                    
                    
                    2,211
                    
                    
                    
                    7,758
                    
                    
                    
                    9,133Extraordinary
      item (less applicable income taxes of US$0)
                    
                    20
                    
                    
                    1,738
                    
                    
                    
                    -
                    
                    
                    
                    1,738
                    
                    
                    
                    -Net
      income attributable to CIEC common stockholders
                    
                    
                    
                    
                    2,547
                    
                    
                    
                    2,211
                    
                    
                    
                    9,496
                    
                    
                    
                    9,133Other
      comprehensive incomeForeign
      currency translation adjustment
                    
                    
                    
                    
                    561
                    
                    
                    
                    -
                    
                    
                    
                    1,115
                    
                    
                    
                    24Comprehensive
      income
                    
                    
                    
                    
                    3,108
                    
                    
                    
                    2,211
                    
                    
                    
                    10,611
                    
                    
                    
                    9,157
 
 The
financial statements should be read in conjunction with the accompanying
notes.
 
  - 2
-
  Chisen
Electric Corporation
 
 Unaudited
Condensed Consolidated Statements of Operations and
 Other
Comprehensive Income
 For the
nine months ended December 31, 2010 and 2009
 
 Three months ended
                        December 31
                      
                      
                      Nine months ended
                        December 312010
                      
                      
                      2009
                      
                      
                      2010
                      
                      
                      2009US$’000
                      
                      
                      US$’000
                      
                      
                      US$’000
                      
                      
                      US$’000(As restated)
                      
                      
                      
                      
                      
                      (As restated)Shares
                      
                      
                      Shares
                      
                      
                      Shares
                      
                      
                      SharesEarnings
      per share
                      
                      3Weight
      average number of common stock outstanding-
      basic and diluted
                      
                      
                      
                      
                      50,000,000
                      
                      
                      
                      50,000,000
                      
                      
                      
                      50,000,000
                      
                      
                      
                      50,000,000US$
                      
                      
                      US$
                      
                      
                      US$
                      
                      
                      US$Net
      income per share of common stock outstanding before extraordinary
      item-
      basic and diluted
                      
                      
                      
                      
                      0.02
                      
                      
                      
                      0.04
                      
                      
                      
                      0.16
                      
                      
                      
                      0.18Net
      income per share of common stock outstanding after extraordinary
      item-
      basic and diluted
                      
                      
                      
                      
                      0.05
                      
                      
                      
                      0.04
                      
                      
                      
                      0.19
                      
                      
                      
                      0.18
 
 The
financial statements should be read in conjunction with the accompanying
notes.
 
  - 3
-
  Chisen
Electric Corporation
 
 Unaudited
Condensed Consolidated Balance Sheets
 As of
December 31, 2010 and March 31, 2010
 
 As of
                              December 31,
                            
                            
                            As of
                              March 31,2010
                            
                            
                            2010Note
                            
                            US$’000
                            
                            
                            US$’000ASSETSCurrent
      assets:Cash
      and cash equivalents
                            
                            
                            
                            
                            6,237
                            
                            
                            
                            6,019Restricted
      bank balances
                            
                            5
                            
                            
                            26,468
                            
                            
                            
                            21,420Other
      financial assets
                            
                            6
                            
                            
                            5,950
                            
                            
                            
                            7,438Trade
      receivables, net
                            
                            
                            
                            
                            69,811
                            
                            
                            
                            50,440Other
      receivables
                            
                            
                            
                            
                            8,791
                            
                            
                            
                            800Prepayments
                            
                            
                            
                            
                            7,120
                            
                            
                            
                            4,933Due
      from a related party
                            
                            14(b)
                            
                            
                            4
                            
                            
                            
                            8Inventories
                            
                            7
                            
                            
                            26,502
                            
                            
                            
                            30,038Assets
      classified as held for sale
                            
                            19(a)
                            
                            
                            2,558
                            
                            
                            
                            -Total
      current assets
                            
                            
                            
                            
                            153,441
                            
                            
                            
                            121,096Available-for-sale
      financial assets
                            
                            8
                            
                            
                            2,735
                            
                            
                            
                            882Long-term
      land lease prepayments, net
                            
                            
                            
                            
                            150
                            
                            
                            
                            749Property,
      plant and equipment, net
                            
                            9
                            
                            
                            10,945
                            
                            
                            
                            10,474Deposit
      for acquisition of land and buildings
                            
                            
                            
                            
                            798
                            
                            
                            
                            -Total
      assets
                            
                            
                            
                            
                            168,069
                            
                            
                            
                            133,201
 
 The
financial statements should be read in conjunction with the accompanying
notes.
 
  - 4
-
  Chisen
Electric Corporation
 
 Unaudited
Condensed Consolidated Balance Sheets
 As of
December 31, 2010 and March 31, 2010
  
 As of
                      December 31,
                    
                    
                    As of
                      March 312010
                    
                    
                    2010Note
                    
                    US$’000
                    
                    
                    US$’000LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilities:Trade
      payables
                    
                    
                    
                    
                    15,118
                    
                    
                    
                    14,923Notes
      payable
                    
                    10
                    
                    
                    49,155
                    
                    
                    
                    35,504Accrued
      expenses and other accrued liabilities
                    
                    
                    
                    
                    6,294
                    
                    
                    
                    5,087Due
      to related parties
                    
                    14(b)
                    
                    
                    5,004
                    
                    
                    
                    2,532Income
      taxes payable
                    
                    
                    
                    
                    1,111
                    
                    
                    
                    148Short-term
      bank borrowings
                    
                    11
                    
                    
                    50,969
                    
                    
                    
                    46,141Liabilities
      directly associated with assets classified as held for
sale
                    
                    19(b)
                    
                    
                    886
                    
                    
                    
                    -Total
      current liabilities
                    
                    
                    
                    
                    128,537
                    
                    
                    
                    104,335Government
      subsidies
                    
                    12
                    
                    
                    106
                    
                    
                    
                    139Deferred
      tax liabilities
                    
                    4(c)
                    
                    
                    460
                    
                    
                    
                    460Total
      non-current liabilities
                    
                    
                    
                    
                    566
                    
                    
                    
                    599Total
      liabilities
                    
                    
                    
                    
                    129,103
                    
                    
                    
                    104,934Commitments
      and contingencies
                    
                    15
                    
                    
                    -
                    
                    
                    
                    -Stockholders’
      equity:Preferred
      stock, US$0.001 par 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
                    
                    
                    
                    
                    50
                    
                    
                    
                    50Capital
      reserves
                    
                    
                    
                    
                    144
                    
                    
                    
                    144Statutory
      reserves
                    
                    
                    
                    
                    3,430
                    
                    
                    
                    2,239Accumulated
      other comprehensive income
                    
                    
                    
                    
                    2,169
                    
                    
                    
                    1,054Retained
      earnings
                    
                    
                    
                    
                    33,085
                    
                    
                    
                    24,780Total
      CIEC stockholders’ equity
                    
                    
                    
                    
                    38,878
                    
                    
                    
                    28,267Non-controlling
      interests
                    
                    
                    
                    
                    88
                    
                    
                    
                    -Total
      stockholders’ equity
                    
                    
                    
                    
                    38,966
                    
                    
                    
                    28,267Total
      liabilities and stockholders’ equity
                    
                    
                    
                    
                    168,069
                    
                    
                    
                    133,201
 
 The
financial statements should be read in conjunction with the accompanying
notes.
 
  - 5
-
  Chisen
Electric Corporation
 
 Unaudited
Condensed Consolidated Statements of Changes in Stockholders'
Equity
 For the
nine months ended December 31, 2010
 
 Common stock issued
                  
                  
                  
                  
                  
                  
                  
                  
                  AccumulatedNumber
                    of shares
                  
                  
                  Amount
                  
                  
                  Capital
                    reserves
                  
                  
                  Statutory
                    reserves
                  
                  
                  other
                    comprehensive
                    income
                  
                  
                  Retained
                    earnings
                  
                  
                  Total CIEC
                    stockholders’
                    equity
                  
                  
                  Non-
                    controlling
                    interests
                  
                  
                  Total
                    stockholders’
                    equityUS$’000
                  
                  
                  US$’000
                  
                  
                  US$’000
                  
                  
                  US$’000
                  
                  
                  US$’000
                  
                  
                  US$’000
                  
                  
                  US$’000
                  
                  
                  US$’000Balance
      as of April 1, 2010
                  
                  
                  50,000,000
                  
                  
                  
                  50
                  
                  
                  
                  144
                  
                  
                  
                  2,239
                  
                  
                  
                  1,054
                  
                  
                  
                  24,780
                  
                  
                  
                  28,267
                  
                  
                  
                  -
                  
                  
                  
                  28,267Net
      income
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  9,496
                  
                  
                  
                  9,496
                  
                  
                  
                  -
                  
                  
                  
                  9,496Transfer
      to statutory reserves
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,191
                  
                  
                  
                  -
                  
                  
                  
                  (1,191
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Foreign
      currency translation adjustment
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,115
                  
                  
                  
                  -
                  
                  
                  
                  1,115
                  
                  
                  
                  -
                  
                  
                  
                  1,115Capital
      contributed by non-controlling interests
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  88
                  
                  
                  
                  88Balance
      as of December 31, 2010
                  
                  
                  50,000,000
                  
                  
                  
                  50
                  
                  
                  
                  144
                  
                  
                  
                  3,430
                  
                  
                  
                  2,169
                  
                  
                  
                  33,085
                  
                  
                  
                  38,878
                  
                  
                  
                  88
                  
                  
                  
                  38,966
 
 The
financial statements should be read in conjunction with the accompanying
notes.
 
  - 6
-
  Chisen
Electric Corporation
 
 Unaudited
Condensed Consolidated Statements of Cash Flows
 For the
nine months ended December 31, 2010 and 2009
 
 
 Nine months ended
                        December 31,2010
                      
                      
                      2009US$’000
                      
                      
                      US$’000Cash
      flows from operating activitiesNet
      income
                      
                      
                      9,496
                      
                      
                      
                      9,134Adjustments
      to reconcile net income to net cash provided by operating
      activities:Depreciation
      of property, plant and equipment
                      
                      
                      807
                      
                      
                      
                      423Written-off
      of property, plant and equipment
                      
                      
                      -
                      
                      
                      
                      6Loss
      on disposal of property, plant and equipment
                      
                      
                      18
                      
                      
                      
                      -Amortization
      of long-term land lease prepayments
                      
                      
                      12
                      
                      
                      
                      13Exchange
      differences
                      
                      
                      252
                      
                      
                      
                      (17
                      )Provision
      for warranty costs
                      
                      
                      818
                      
                      
                      
                      44Government
      grant recognized
                      
                      
                      (36
                      )
                      
                      
                      (36
                      )Changes
      in assets and liabilities:Other
      financial assets
                      
                      
                      1,718
                      
                      
                      
                      (2,488
                      )Trade
      receivables, net
                      
                      
                      (17,812
                      )
                      
                      
                      (12,008
                      )Other
      receivables
                      
                      
                      (7,080
                      )
                      
                      
                      393Prepayment
                      
                      
                      (2,034
                      )
                      
                      
                      (6,771
                      )Due
      from a related party
                      
                      
                      4
                      
                      
                      
                      474Inventories
                      
                      
                      4,465
                      
                      
                      
                      (9,719
                      )Trade
      payables
                      
                      
                      (266
                      )
                      
                      
                      7,144Notes
      payable
                      
                      
                      12,553
                      
                      
                      
                      16,849Accrued
      expenses and other accrued liabilities
                      
                      
                      686
                      
                      
                      
                      448Due
      to related parties
                      
                      
                      2,393
                      
                      
                      
                      (309
                      )Income
      taxes payable
                      
                      
                      958
                      
                      
                      
                      50Net
      cash provided by operating activities
                      
                      
                      6,952
                      
                      
                      
                      3,630Cash
      flows from investing activitiesPurchase
      of property, plant and equipment
                      
                      
                      (3,396
                      )
                      
                      
                      (4,689
                      )Proceeds
      on disposal of property, plant and equipment
                      
                      
                      1
                      
                      
                      
                      -Addition
      of long-term land lease prepayments
                      
                      
                      -
                      
                      
                      
                      (179
                      )Investment
      in restricted bank balances, net
                      
                      
                      (4,386
                      )
                      
                      
                      (9,507
                      )Deposit
      paid for acquisition of land and buildings
                      
                      
                      (798
                      )
                      
                      
                      -Acquisition
      of available-for-sale financial assets
                      
                      
                      (1,826
                      )
                      
                      
                      -Net
      cash used in investing activities
                      
                      
                      (10,405
                      )
                      
                      
                      (14,375
                      )
 
 The
financial statements should be read in conjunction with the accompanying
notes.
 
  - 7
-
  Chisen
Electric Corporation
 
 Unaudited
Condensed Consolidated Statements of Cash Flows
 For the
nine months ended December 31, 2010 and 2009
 
 Nine months ended
                    December 31,2010
                  
                  
                  2009US$’000
                  
                  
                  US$’000Cash
      flows from financing activitiesProceeds
      from short-term bank loans
                  
                  
                  14,368
                  
                  
                  
                  25,303Repayment
      of short-term bank loans
                  
                  
                  (10,209
                  )
                  
                  
                  (13,163
                  )Proceeds
      from bills financing
                  
                  
                  3,025
                  
                  
                  
                  -Repayment
      of bills financing
                  
                  
                  (3,781
                  )
                  
                  
                  -Capital
      contributed by non-controlling interests
                  
                  
                  88
                  
                  
                  
                  -Net
      cash provided by financing activities
                  
                  
                  3,491
                  
                  
                  
                  12,140Net increase
      in cash and cash equivalents
                  
                  
                  38
                  
                  
                  
                  1,395Cash
      and cash equivalents, beginning of period
                  
                  
                  6,019
                  
                  
                  
                  2,620Effect
      on exchange rate changes
                  
                  
                  180
                  
                  
                  
                  22Cash
      and cash equivalents, end of period
                  
                  
                  6,237
                  
                  
                  
                  4,037Supplemental
      disclosure of cash flow informationInterest
      received
                  
                  
                  315
                  
                  
                  
                  56Interest
      paid
                  
                  
                  2,186
                  
                  
                  
                  1,085Tax
      paid
                  
                  
                  1,458
                  
                  
                  
                  1,389Non-cash
      investing activitiesDeferred
      compensation income for factory relocation (Note (19(b))
                  
                  
                  886
                  
                  
                  
                  -Compensation
      income for cessation of production activities for relocation (note
      20)
                  
                  
                  1,738
                  
                  
                  
                  -
 
 The
financial statements should be read in conjunction with the accompanying
notes.
 
  - 8
-
  Chisen
Electric Corporation
 
 Notes
to an Forming Part of Unaudited Condensed Consolidated Financial
Statements
 For the
nine months ended December 31, 2010 and 2009
 
 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 December 31, 2010 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 * (Currently known as Zhejiang Chisen Electric
      Co., Limited) (“Changxing Chisen”)
                            
                            Zhejiang,
                              the
      People’s Republicof China (“PRC”)February 25, 2002
                            
                            
                            100
                            %
                            
                            Manufacture
      and sales ofsealed lead-acid batteryproductsChisen
      Technology Holdings Corporation (“Chisen Technology”)
                            
                            Nevada, United
      StatesMay 18, 2009
                            
                            
                            100
                            %
                            
                            InactiveChisen
      Electric Jiangsu Co., Limited * (“Chisen Jiangsu”)
                            
                            Jiangsu,PRCAugust
      23, 2010
                            
                            
                            98
                            %
                            
                            Inactive
 
 *
              These are direct translation
      of the name in Chinese for identification purpose only and are not the
      official name in
English.
  - 9
-
  Chisen
Electric Corporation
 
 Notes
to an Forming Part of Unaudited Condensed Consolidated Financial
Statements
 For the
nine months ended December 31, 2010 and 2009
 
  2.
              PREPRATION
      OF INTERIM FINANCIAL STATEMENTS
  Basis
of presentations
  The
accompanying unaudited condensed consolidated financial statements as of
December 31, 2010 have been prepared based upon Securities and Exchange
Commission rules that permit reduced disclosure for interim periods and include,
in the opinion of management, all adjustments (consisting of normal recurring
adjustments and reclassifications) necessary to present fairly the financial
position, results of operations and cash flows as of December 31, 2010 and for
all periods presented. Information as of March 31, 2010 was derived from the
audited consolidated financial statements of the Company for the year ended
March 31, 2010.
  Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles in the
United States of America (“USGAAP”) have been condensed or omitted. These
condensed consolidated financial statements should be read in conjunction with
the audited financial statements and notes thereto included in the Chisen
Electric's Form 10-K filed on June 28, 2010 for the year ended March 31, 2010.
The results of operations for the three months and nine months ended December
31, 2010 are not necessarily indicative of the operating results to be expected
for the full year ending March 31, 2011.
  The
condensed consolidated financial statements and accompanying notes are presented
in United States dollars and prepared in conformity with USGAAP which requires
management to make certain estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
 
 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.
 
 Recent
accounting pronouncements
  In
December 2010, FASB issued ASU No. 2010-29, Business Combinations (Topic 805)
“Disclosure of supplementary Pro Forma Information for business combinations”,
which specify that if a public entity presents comparative financial statements,
the entity should disclosure revenue and earnings of the combined entity as
though the business combination(s) that occurred during the current year has
occurred as of the beginning of the comparable prior annual reporting period
only. The amendments in this update also expand the supplemental pro forma
disclosures under Topic 805 to include a description of the nature and amount of
material, non-recurring pro forma adjustments directly attributable to the
business combination included in the reported pro forma revenue and earnings.
These amendments are effective prospectively for business combinations for which
the acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2010. The Company does not expect the
adoption of this ASU will have a material impact on the Company’s consolidated
financial statements.
  - 10
-
 Chisen
Electric Corporation
 
 Notes
to an Forming Part of Unaudited Condensed Consolidated Financial
Statements
 For the
nine months ended December 31, 2010 and 2009
 
 3.
              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 period. 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 both the three months
and nine months ended December 31, 2010 and 2009.
 
 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. 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
period.
 
 Changxing
Chisen is subject to state and local enterprise income taxes in the PRC at a
standard rate of 25%. 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 in the PRC to its foreign investors in
Hong Kong are subject to a 10% withholding tax. No deferred tax expenses on
undistributed profits were charged to the statement of operations for both the
three months and nine months ended December 31, 2010 and 2009.
 
 (a)
              Income
      tax expenses are comprised of the
following:
 
 Three months ended
                          December 31
                        
                        
                        Nine months ended
                          December 312010
                        
                        
                        2009
                        
                        
                        2010
                        
                        
                        2009US$’000
                        
                        
                        US$’000
                        
                        
                        US$’000
                        
                        
                        US$’000Current
      taxes arising inthePRC:Corporate income
    tax
                        
                        
                        322
                        
                        
                        
                        314
                        
                        
                        
                        1,483
                        
                        
                        
                        1,439Withholding tax on dividends
      declared by the PRC foreign investment enterprise
                        
                        
                        938
                        
                        
                        
                        -
                        
                        
                        
                        938
                        
                        
                        
                        -1,260
                        
                        
                        
                        314
                        
                        
                        
                        2,421
                        
                        
                        
                        1,439
  - 11
-
  Chisen
Electric Corporation
 
 Notes
to an Forming Part of Unaudited Condensed Consolidated Financial
Statements
 For the
nine months ended December 31, 2010 and 2009
 
 4.
              INCOME
      TAXES (CONTINUED)
  (a)
              (Continued)
  The FASB
ASC Topic 740 “Income Taxes” 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 ASC 740, 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 tax 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.
  Subject
to the provision of ASC 740, the Company has analyzed its filing positions in
all of the jurisdictions where it is required to file income tax returns. As of
December 31, 2010 and March 31, 2010, the Company has identified the following
jurisdictions as “major” tax jurisdictions, as defined, in which it is required
to file income tax returns namely the 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 unaudited
condensed consolidated financial statements.
  As of
December 31, 2010 and March 31, 2010, the Company had no unrecognized tax
benefits or accruals for the potential payment of 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 nine months ended
December 31, 2010 and 2009, 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% (2009: 25%) is as
      follows:
 
 Three months ended
                        December 31
                      
                      
                      Nine months ended
                        December 312010
                      
                      
                      2009
                      
                      
                      2010
                      
                      
                      2009US$’000
                      
                      
                      US$’000
                      
                      
                      US$’000
                      
                      
                      US$’000Expected
      income taxexpenses
                      
                      
                      517
                      
                      
                      
                      631
                      
                      
                      
                      2,545
                      
                      
                      
                      2,643Effect
      on tax incentives /holiday
                      
                      
                      (259
                      )
                      
                      
                      (328
                      )
                      
                      
                      (1,273
                      )
                      
                      
                      (1,420
                      )Withholding
      tax
                      
                      
                      938
                      
                      
                      
                      -
                      
                      
                      
                      938
                      
                      
                      
                      -Non-deductible
      items
                      
                      
                      -
                      
                      
                      
                      25
                      
                      
                      
                      (34
                      )
                      
                      
                      197Non-taxable
      income
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Others
                      
                      
                      64
                      
                      
                      
                      (14
                      )
                      
                      
                      245
                      
                      
                      
                      19Income
      tax expenses
                      
                      
                      1,260
                      
                      
                      
                      314
                      
                      
                      
                      2,421
                      
                      
                      
                      1,439
  - 12
-
 
 Chisen
Electric Corporation
 
 Notes
to an Forming Part of Unaudited Condensed Consolidated Financial
Statements
 For the
nine months ended December 31, 2010 and 2009
 
 4.
              INCOME
      TAXES (CONTINUED)
 
 (c)
              Components
      of net deferred tax liabilities were as
follows:
 
 As of
                      December 31,
                    
                    
                    As of
                      March 31,2010
                    
                    
                    2010US$’000
                    
                    
                    US$’000Withholding
      tax on undistributedearnings of a PRC subsidiary
                    
                    
                    460
                    
                    
                    
                    460
 
 5.
              RESTRICTED
      BANK BALANCES
 
 Restricted
bank balances as of December 31, 2010 and March 31, 2010 represented time
deposits with original maturity due within six months. As of December 31, 2010
and March 31, 2010, all restricted bank balances were pledged for the issue of
notes payable as disclosed in Note 10 below.
 
 6.
              OTHER
      FINANCIAL ASSETS
 
 Other
financial assets represented notes receivable from customers for the settlement
of trade receivable balances. As of December 31, 2010 and March 31,
2010, 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
                        December 31,
                      
                      
                      As of
                        March 31,2010
                      
                      
                      2010US$’000
                      
                      
                      US$’000Raw
      materials
                      
                      
                      2,602
                      
                      
                      
                      7,186Work-in-progress
      and semi-finished goods
                      
                      
                      13,873
                      
                      
                      
                      13,482Finished
      goods
                      
                      
                      10,027
                      
                      
                      
                      9,37026,502
                      
                      
                      
                      30,038
 
 8.
              AVAILABLE-FOR-SALE
      FINANCIAL ASSETS
 
 Available-for-sale
      financial assets as of December 31, 2010 and March 31, 2010 represented
      investment in unlisted equity securities and are recorded at cost. The
      management has estimated that the recoverable amount of the assets exceed
      their carrying value.
  - 13
-
  Chisen
Electric Corporation
 
 Notes
to an Forming Part of Unaudited Condensed Consolidated Financial
Statements
 For the
nine months ended December 31, 2010 and 2009
 
 9.
              PROPERTY,
      PLANT AND EQUIPMENT, NET
 
 Property, plant and equipment is
summarized as follows:
 
 As of
                        December 31,
                      
                      
                      As of
                        March 31,2010
                      
                      
                      2010US$’000
                      
                      
                      US$’000Buildings
                      
                      
                      2,974
                      
                      
                      
                      5,468Construction
      in progress
                      
                      
                      1,370
                      
                      
                      
                      -Leasehold
      improvements
                      
                      
                      886
                      
                      
                      
                      495Plant
      and machinery
                      
                      
                      5,038
                      
                      
                      
                      4,071Motor
      vehicles
                      
                      
                      1,004
                      
                      
                      
                      974Furniture,
      fixtures and office equipment
                      
                      
                      1,747
                      
                      
                      
                      1,41913,019
                      
                      
                      
                      12,427Accumulated
      depreciation
                      
                      
                      (2,074
                      )
                      
                      
                      (1,953
                      )10,945
                      
                      
                      
                      10,474
 
 Depreciation
expenses were approximately US$267,000 and US$153,000 for the three months
ended December 31, 2010 and 2009, respectively, and US$807,000 and US$423,000
for the nine months ended December 31, 2010 and 2009, respectively.
 
 The
Company has pledged certain buildings as collaterals against general banking
facilities granted to the Company, details of which are disclosed in Note
11.
 
 
 10.
              NOTES
      PAYABLE
  Notes
payable were issued by the Company to creditors with the banker’s acceptance
payable at the maturity date for the purpose of raw materials for production
exclusively. The Company has to repay the notes within nine months from date of
issuance and service fees would be charged by banks for the issuance for the
notes. The notes payable were collateralized by restricted bank balances as set
out in Note 5 and certain land lease prepayments and buildings as set out in
Note 11(i) below.
  In
addition, various parties have issued guarantee against these notes payable as
follows:
  As of
                          December 31,
                        
                        
                        As of
                          March 31,2010
                        
                        
                        2010US$’000
                        
                        
                        US$’000Corporate
      and personal guarantees issued by related parties (Note
    14(d))
                        
                        
                        22,309
                        
                        
                        
                        14,377Corporate
      guarantees issued by third parties
                        
                        
                        3,403
                        
                        
                        
                        1,467
  - 14
-
  Chisen
Electric Corporation
 
 Notes
to an Forming Part of Unaudited Condensed Consolidated Financial
Statements
 For the
nine months ended December 31, 2010 and 2009
  11.
              SHORT-TERM
      BANK BORROWINGS
  Short-term
bank borrowings comprise of the followings:
  As
      of
                          December
      31,
                        
                        
                        As
      of
                          March
      31,Note
                        
                        2010
                        
                        
                        2010US$’000
                        
                        
                        US$’000Short-term
      bank loans
                        
                        (i)
                        
                        
                        47,944
                        
                        
                        
                        42,473Bills
      financing
                        
                        (ii)
                        
                        
                        3,025
                        
                        
                        
                        3,66850,969
                        
                        
                        
                        46,141
  (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
and the notes payables as set out in Note 10 are collateralized by assets of the
Company with carrying values as follows:
  As of
                      December 31,
                    
                    
                    As of
                      March 31,2010
                    
                    
                    2010US$’000
                    
                    
                    US$’000Land
      lease prepayments
                    
                    
                    -
                    
                    
                    
                    598Buildings
                    
                    
                    -
                    
                    
                    
                    2,018Land
      lease prepayments classified as held for sale
                    
                    
                    609
                    
                    
                    
                    -Buildings
      classified as held for sale
                    
                    
                    1,949
                    
                    
                    
                    -2,558
                    
                    
                    
                    2,616
  Various
parties have also issued guarantee against these short-term bank loans as
follows:
 
 As of
                      December 31,
                    
                    
                    As of
                      March 31,2010
                    
                    
                    2009US$’000
                    
                    
                    US$’000Corporate
      and personal guarantees issued by related parties (Note
    14(d))
                    
                    
                    24,350
                    
                    
                    
                    30,589Corporate
      guarantees issued by third parties
                    
                    
                    5,294
                    
                    
                    
                    1,467Corporate
      and personal guarantees issued jointly by related parties and a third
      party (Note 14(d))
                    
                    
                    9,075
                    
                    
                    
                    8,802
  The
weighted average annual interest rates of the short-term bank loans were 5.45%
and 5.40% as of December 31, 2010 and March 31, 2010
respectively.
  - 15
-
  Chisen
Electric Corporation
 
 Notes
to an Forming Part of Unaudited Condensed Consolidated Financial
Statements
 For the
nine months ended December 31, 2010 and 2009
  11.
              SHORT-TERM
      BANK BORROWINGS (CONTINUED)
  (ii)
              Bills
      financing
  
 Bills
financing represents amounts due to various banks which are repayable within
nine months from the date of issue. At December 31, 2010, the bills are
guaranteed by certain related parties to the extent of
US$3,025,000.
 
 The
weighted average annual interest rates of the bills financing were 3.00% and
3.96% as of December 31, 2010 and March 31, 2010, respectively.
 
 12.
              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$12,000 and US$12,000
was credited to the statement of operations for the three months ended December
31, 2010 and 2009, respectively, and US$36,000 and US$36,000 were credited to
the statement of operations for the nine months ended December 31, 2010 and 2009
respectively.
  13.
              FAIR
      VALUE MEASUREMENT
 
 The
Company adopted ASC Topic 820 – Fair Value Measurements and
Disclosures (“ASC 820”). The adoption of ASC 820 did not have a material
impact on our consolidated financial statements. ASC 820 establishes a
three-tier fair value hierarchy to prioritize the inputs used in measuring fair
value.  The hierarchy gives the highest priority to quoted prices in
active markets (Level 1) and the lowest priority to unobservable inputs (Level
3).  The three levels are defined as follows:
 
 Level
1:
              Observable
      inputs, such as unadjusted quoted market prices in active markets for the
      identical asset or liabilities.
 
 Level
2:
              Inputs
      that are observable for the asset or liability, either directly or
      indirectly through market corroboration, for substantially the full term
      of the financial instrument.
 
 Level
3:
              Unobservable
      inputs reflecting the entity’s own assumptions in measuring the asset or
      liability at fair value.
 
 The
Company’s financial instruments consist principally of cash and cash
equivalents, restricted bank balances, other financial assets, trade receivables
and payables, prepayment and other receivables, notes payable, accrued expenses
and other liabilities, amount due from/to related parties and short-term
borrowings which are carried at amounts that generally approximate their fair
values because of the short-term maturity of these instruments.
  - 16
-
  Chisen
Electric Corporation
 
 Notes
to an Forming Part of Unaudited Condensed Consolidated Financial
Statements
 For the
nine months ended December 31, 2010 and 2009
 
 14.
              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 translation of the name in Chinese for identification purpose only
      and are not the official names in
English.
  (b)
              Summary of
      balances with related parties:
 
 As of
                      December 31,
                    
                    
                    As of
                      March 31,2010
                    
                    
                    2010US$’000
                    
                    
                    US$’000Due from
      a related party:Ms.
      Zhou Fang Qin
                    
                    
                    4
                    
                    
                    
                    8Due
      to related parties:Mr.
      Xu Keyong
                    
                    
                    26
                    
                    
                    
                    25Chisen
      Glass
                    
                    
                    1,380
                    
                    
                    
                    110Ruilang
      Electronic
                    
                    
                    3,294
                    
                    
                    
                    2,102Ai
      Ge Organism
                    
                    
                    301
                    
                    
                    
                    292Nuo
      Wan Te Ke
                    
                    
                    3
                    
                    
                    
                    35,004
                    
                    
                    
                    2,532
  All
amounts due from / to related parties represent unsecured advances which are
interest-free and repayable on demand.
  - 17
-
  Chisen
Electric Corporation
 
 Notes
to an Forming Part of Unaudited Condensed Consolidated Financial
Statements
 For the
nine months ended December 31, 2010 and 2009
 
 14.
              RELATED
      PARTY TRANSACTIONS (CONTINUED)
  (c)
              Summaryof
      related party transactions:
  Name
      ofrelated
      party
                            
                            Nature
      oftransactions
                            
                            Three
      months ended
                              December
      31
                            
                            
                            Nine
      months ended
                              December
      312010
                            
                            
                            2009
                            
                            
                            2010
                            
                            
                            2009US$’000
                            
                            
                            US$’000
                            
                            
                            US$’000
                            
                            
                            US$’000Ruilang
      Electronic
                            
                            Purchase
      of raw materials
                            
                            
                            2,609
                            
                            
                            
                            -
                            
                            
                            
                            6,743
                            
                            
                            
                            -Deposit
      paid for acquisition of land and building
                            
                            
                            -
                            
                            
                            
                            2,925
                            
                            
                            
                            -
                            
                            
                            
                            2,925Chisen
      Glass
                            
                            Purchase
      of raw materials
                            
                            
                            988
                            
                            
                            
                            -
                            
                            
                            
                            2,408
                            
                            
                            
                            -
  (d)
              Other
      arrangements:
   ̇
                As of December 31, 2010, Chisen Glass provided
      guarantees, in aggregate, amounting to US$6,050,000 and US$6,428,000 to
      secure the short-term bank loans and notes payable of the Company,
      respectively.
   ̇
                As of December 31, 2010,
      US$5,747,000 of the Company’s short-term bank loans was collateralized by
      land use rights owned by Ruilang Electronic and guaranteed by Mr. Xu
      Kecheng and Ms. Zhou Fang
  Qin.
   ̇
                As of December 31, 2010,  Xinguangyuan,
      Mr. Xu Kecheng and a third party provided guarantees, in aggregate,
      amounting to US$9,075,000 to secure the short-term bank loans of the
      Company.
   ̇
                As of December 31, 2010, Xinguangyuan and Mr. Xu
      Kecheng provided guarantees, in aggregate, amounting to US$9,074,000,
      US$6,050,000 and US$3,025,000 to secure the short-term bank loans,
      notes payable and bills financing of the Company,
      respectively.
   ̇
                As of December 31, 2010, Chisen Glass, Mr. Xu
      Kecheng and Ms. Zhou Fang Qin provided guarantees, in the aggregate,
      amounting to US$3,479,000 and US$6,050,000 to secure the short-term bank
      loans and notes payable of the Company,
      respectively.
   ̇
                As of December 31, 2010,
      Xinguangyuan provided guarantees, in aggregate, amounting to
      US$3,781,000 to secure the notes payable of the
      Company.
  - 18
-
 
 Chisen
Electric Corporation
 
 Notes
to an Forming Part of Unaudited Condensed Consolidated Financial
Statements
 For the
nine months ended December 31, 2010 and 2009
 
 15.
              COMMITMENTS
      AND CONTINGENCIES
 
 (a)
              Operating
      lease commitments
 
 The
following table summarizes the approximate future minimum rental payments under
non-cancelable operating leases in effect as of December 31, 2010 and March 31,
2010:
 
 As of
                      December 31,
                    
                    
                    As of
                      March 31,2010
                    
                    
                    2010US$’000
                    
                    
                    US$’000Within
      one year
                    
                    
                    641
                    
                    
                    
                    599One
      to two years
                    
                    
                    673
                    
                    
                    
                    630Two
      to three years
                    
                    
                    610
                    
                    
                    
                    661Three
      to four years
                    
                    
                    183
                    
                    
                    
                    489Four
      to five years
                    
                    
                    4
                    
                    
                    
                    115Total
                    
                    
                    2,111
                    
                    
                    
                    2,494
 
 (b)
              Capital
      commitments
 
 As of
December 31, 2010 and March 31, 2010, the Company had outstanding capital
expenditure commitments relating to various construction projects and purchase
of land and machineries for an aggregate amount of approximately US$161,088,000
and US$84,000 respectively.
 
 16.
              PROVISION
      FOR 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:
 
 Three months ended
                        December 31
                      
                      
                      Nine months ended
                        December 312010
                      
                      
                      2009
                      
                      
                      2010
                      
                      
                      2009US$’000
                      
                      
                      US$’000
                      
                      
                      US$’000
                      
                      
                      US$’000Beginning
      balance
                      
                      
                      469
                      
                      
                      
                      192
                      
                      
                      
                      226
                      
                      
                      
                      121Exchange
      realignment
                      
                      
                      1
                      
                      
                      
                      -
                      
                      
                      
                      6
                      
                      
                      
                      1Accrual
      for warranties issuedduring the period
                      
                      
                      282
                      
                      
                      
                      46
                      
                      
                      
                      836
                      
                      
                      
                      151Settlement
      made during the period
                      
                      
                      (431
                      )
                      
                      
                      (42
                      )
                      
                      
                      (747
                      )
                      
                      
                      (77
                      )Closing
      balance
                      
                      
                      321
                      
                      
                      
                      196
                      
                      
                      
                      321
                      
                      
                      
                      196
  - 19
-
  Chisen
Electric Corporation
 
 Notes
to an Forming Part of Unaudited Condensed Consolidated Financial
Statements
 For the
nine months ended December 31, 2010 and 2009
 
 17.
              RETIREMENT
      PLAN COSTS
 
 Contributions
to defined contribution retirement schemes are charged to cost of sales, sales,
marketing and distribution costs and 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$235,000 and US$66,000 for the three months ended December 31, 2010 and 2009
respectively, and US$650,000 and US$305,000 for the nine months ended December
31, 2010 and 2009 respectively.
 
 18.
              SEGMENTAL
      INFORMATION
 
 During
the nine months ended December 31, 2010 and 2009, all revenue of the Company
represented income from sales of sealed lead-acid battery and therefore no
financial information by business segment is presented. Furthermore, as all
income is derived from the PRC, no geographical segment is
presented.
 
 19.
              ASSETS
      CLASSIFIED AS HELD FOR SALE
 
 As of
                          December 31,
                        
                        
                        As of
                          March 31,2010
                        
                        
                        2010Note
                        
                        US$’000
                        
                        
                        US$’000Long-term
      land lease prepayments
                        
                        
                        
                        
                        609
                        
                        
                        
                        -Buildings
                        
                        
                        
                        
                        1,949
                        
                        
                        
                        -(a)
                        
                        
                        2,558
                        
                        
                        
                        -Liabilities
      directly associated with assets classified
                          as
      held for sale
                        
                        (b)
                        
                        
                        886
                        
                        
                        
                        -
 
 (a)
              On
      August 20, 2010, the Company’s wholly owned subsidiary, Changxing Chisen,
      entered into an investment agreement with the Administrative Committee of
      Changxing Economic Development Zone (“ACC”). Changxing Chisen agreed to
      relocate its business and production plant to a new location within one
      year from the date of the investment agreement. As a result, ACC will buy
      back the long-term land lease prepayments and buildings located in the
      existing plant of Jingyi Road, Changxing Economic Development Zone. All
      the related assets were reclassified at their carrying amounts from
      property, plant and equipment and long-term land lease prepayments to
      assets held for sale on the date of the investment agreement. As of
      December 31, 2010, the carrying amounts of the assets exceeded their fair
      values less cost to sell.
 
 (b)
              As
      of December 31, 2010 and March 31, 2010, the Company had deferred
      compensation income from ACC of approximately US$886,000 (equivalent to 5%
      of total compensation) and US$Nil
respectively.
  - 20
-
  Chisen
Electric Corporation
 
 Notes
to an Forming Part of Unaudited Condensed Consolidated Financial
Statements
 For the
nine months ended December 31, 2010 and 2009
 
 20.
              EXTRAORDINARY
      ITEM
 
 On
December 12, 2010, Changxing Chisen ceased its production activities in the
plant at Jingyi Road. Pursuant to the Compensation Agreement on Relocation and
Acquisition entered by Changxing Chisen and ACC, ACC shall compensate the loss,
amounting to RMB11,748,000 (US$1,738,000), when Changxing Chisen ceased its
production and ready for relocation. For the period ended December 31, 2010, the
Company recorded an extraordinary gain of US$1,738,000 in the consolidated
statements of operations and other comprehensive income.
 
 21.
              RESTATEMENT
      OF FINANCIAL STATEMENTS
 
 Certain
comparative figures in the 2009 consolidated statement of operations and other
comprehensive income have been restated by the Company to conform to the current
period’s presentation of financial statements. The table below shows the
effect of restatements:
 
 Three months ended
                        December 31, 2009As previously
                        reported
                      
                      
                      As
                        restatedUS$’000
                      
                      
                      US$’000Cost
      of sales
                      
                      
                      41,337
                      
                      
                      
                      41,398Gross
      income
                      
                      
                      5,900
                      
                      
                      
                      5,839General
      and administrative
                      
                      
                      763
                      
                      
                      
                      702
 
 Nine months ended
                            December 31, 2009As previously
                            reported
                          
                          
                          As
                            restatedUS$’000
                          
                          
                          US$’000Cost
      of sales
                          
                          
                          107,150
                          
                          
                          
                          107,764Gross
      income
                          
                          
                          19,954
                          
                          
                          
                          19,340General
      and administrative
                          
                          
                          2,850
                          
                          
                          
                          2,236
  - 21
-







ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION




Forward-Looking
Statements





The
following discussion of our financial condition and results of operations of
Chisen Electric Corporation and its subsidiaries should be read in conjunction
with our financial statements and the related notes, and the other financial
information included in this report.





As used
in this report, unless otherwise indicated, the terms “we,” “our,” “us,” the
“Registrant” and “Chisen” refer to Chisen Electric Corporation, a Nevada
corporation. We conduct our business through our subsidiaries, which include our
wholly-owned subsidiary, Fast More Limited, a Hong Kong investment holding
company, its 100% owned and chief operating subsidiary, Zhejiang Chisen
Electric Co., Ltd. a wholly foreign owned entity ("WFOE") organized under the
laws of the PRC (f/k/a Changxing Chisen Electric Co., Ltd. and hereinafter
referred to as “CCEC” or "Changxing Chisen") and CCEC’s subsidiary, Chisen
Electric Jiangsu Co., Ltd. (collectively, the “Company”).





This
report contains forward-looking statements.  The words “anticipated,”
“believe,” “expect, “plan,” “intend,” “seek,” “estimate,” “project,” “could,”
“may” and similar expressions are intended to identify forward-looking
statements.  These statements include, among others, information
regarding future operations, future capital expenditures, and future net cash
flow.  Such statements reflect our management’s current views with
respect to future events and financial performance and involve risks and
uncertainties, including, without limitation, the current economic downturn
adversely affecting demand for the our products; our reliance on our major
customers for a large portion of our net sales; our ability to develop and
market new products; our ability to raise additional capital to fund our
operations; our ability to accurately forecast amounts of supplies needed to
meet customer demand; market acceptance of our products; exposure to product
liability and defect claims; fluctuations in the availability of raw materials
and components needed for our products; protection of our intellectual property
rights; changes in the laws of the PRC that affect our operations; inflation and
fluctuations in foreign currency rates and various other matters, many of which
are beyond our control.  Should one or more of these risks or
uncertainties occur, or should underlying assumptions prove to be incorrect,
actual results may vary materially and adversely from those anticipated,
believed, estimated or otherwise indicated.  Consequently, all of the
forward-looking statements made in this report are qualified by these cautionary
statements and there can be no assurance of the actual results or
developments.





Company
Overview





We are
one of the leading producers of sealed lead-acid motive batteries, also known as
valve regulated lead-acid motive batteries, in China's personal transportation
device market by ranking as one of the top three manufacturers in China in terms
of production. Our motive battery products, sold under our own brand name
“Chisen”, are predominantly used in electric bicycles and are distributed and
sold in China.  Among all types of batteries for electric bicycles, the
lead-acid motive battery is the preferred choice of electric bicycle
manufacturers in China, accounting for 95% of the market share because of its
cost efficiency. Currently, we manufacture over 14,480,000 sealed lead-acid
motive batteries each year, have more than 2,500 employees and are one of
China's largest manufacturers of sealed lead-acid motive batteries for
electric-powered bicycles (LABEBs).  For each of our fiscal years ended
March 31, 2010 and 2009, sales revenues were US$177,192,000 and US$109,020,000,
respectively, and our net income during the same periods amounted to
US$9,500,000 and US$8,880,000, respectively.  For the nine months ended
December 31, 2010, our sales revenue and net income were US$194,712,000 and US$
9,496,000, respectively.





We strive to
create an international first-class brand and become the one of the leaders in
providing “green” energy in the global electric bicycle
marketplace.  Through our continuous researching and developing of new
chemical energy technologies, we intend to provide energy-saving and
highly-effective energy solutions to our customers for improving the quality of
life while maintaining a sustainable ecological environment.  Our goal
is to become the largest battery developer and producer with a first-class sales
and service network in China.  With one of the leading positions in
the LABEB battery product market in China, our expansion plans in Changxing
County (Zhejiang Province) and Jiangsu Province, our product research and
development capability and our cooperative partnerships with clients, we believe
that we are well positioned to capture additional business opportunities in
China's personal transportation device markets. In light of the prevailing
economic trends for developing alternative transportation devices that reduce
the reliance on oil and produce lesser emissions, we plan 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 will be expanded to include valve regulated
lead-acid back-up batteries, the lithium-ion battery, lead-acid power storage
batteries dedicated for solar and wind power and lead-acid motive batteries for
electric cars.


- 22
-







Results
of Operations for the Nine Months Ended December 31, 2010 as Compared with the
Nine Months Ended December 31, 2009





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





For The Nine
      Months Ended December 31 (Unaudited)2010
                      
                      
                      2009
                      
                      
                      2010
                      
                      
                      2009US$
      ’000
                      
                      
                      US $
      ’000Revenues
                      
                      $
                      194,712
                      
                      
                      $
                      127,104
                      
                      
                      
                      100
                      %
                      
                      
                      100
                      %Cost
      of sales
                      
                      $
                      170,460
                      
                      
                      $
                      107,764
                      
                      
                      
                      87.54
                      %
                      
                      
                      84.78
                      %Gross profit
                      
                      $
                      24,252
                      
                      
                      $
                      19,340
                      
                      
                      
                      12.46
                      %
                      
                      
                      15.22
                      %Sales,
      marketing and distribution expenses
                      
                      $
                      8,111
                      
                      
                      $
                      6,630
                      
                      
                      
                      4.17
                      %
                      
                      
                      5.22
                      %General
      and administrative expenses
                      
                      $
                      2,628
                      
                      
                      $
                      2,236
                      
                      
                      
                      1.35
                      %
                      
                      
                      1.76
                      %Operating
      income
                      
                      $
                      13,513
                      
                      
                      $
                      10,474
                      
                      
                      
                      6.94
                      %
                      
                      
                      8.24
                      %Other
      income, net
                      
                      $
                      889
                      
                      
                      $
                      1,189
                      
                      
                      
                      0.46
                      %
                      
                      
                      0.94
                      %Loss
      on disposal of scrap inventories
                      
                      $
                      2,307
                      
                      
                      $
                      -
                      
                      
                      
                      1.18
                      %
                      
                      
                      -
                      %Interest
      income
                      
                      $
                      315
                      
                      
                      $
                      56
                      
                      
                      
                      0.16
                      %
                      
                      
                      0.04
                      %Incomes before
      interest and income tax expenses
                      
                      $
                      12,410
                      
                      
                      $
                      11,719
                      
                      
                      
                      6.37
                      %
                      
                      
                      9.22
                      %Interest
      expense
                      
                      $
                      2,231
                      
                      
                      $
                      1,147
                      
                      
                      
                      1.15
                      %
                      
                      
                      0.9
                      %Income
      before income tax expenses
                      
                      $
                      10,179
                      
                      
                      $
                      10,572
                      
                      
                      
                      5.23
                      %
                      
                      
                      8.32
                      %Income
      tax expenses
                      
                      $
                      2,421
                      
                      
                      $
                      1,439
                      
                      
                      
                      1.24
                      %
                      
                      
                      1.13
                      %Income
      before extraordinary item
                      
                      $
                      7,758
                      
                      
                      $
                      9,133
                      
                      
                      
                      3.98
                      %
                      
                      
                      7.19
                      %Extraordinary
      item
                      
                      $
                      1,738
                      
                      
                      $
                      -
                      
                      
                      
                      0.89
                      %
                      
                      
                      -
                      %Net
      income
                      
                      $
                      9,496
                      
                      
                      $
                      9,133
                      
                      
                      
                      4.88
                      %
                      
                      
                      7.19
                      %Other
      comprehensive income
                      
                      $
                      1,115
                      
                      
                      $
                      24
                      
                      
                      
                      0.57
                      %
                      
                      
                      0.02
                      %Comprehensive
      income
                      
                      $
                      10,611
                      
                      
                      $
                      9,157
                      
                      
                      
                      5.45
                      %
                      
                      
                      7.20
                      %




Revenues




During
the nine months ended December 31, 2010, we kept strong growth in our sales. We
expanded our customer base and enhanced our relationships with existing
customers. Revenues for the nine months ended December 31, 2010 and 2009 were
US$194,712,000 and US$127,104,000, respectively. The increase in revenues of
US$67,608,000, or 53%, was mainly attributable to the continuing strong sales of
our battery products to existing and new customers, which resulted in an
increase in sales volume of 36% to 14,442,000 battery units for the nine months
ended December 31, 2010 compared with 10,600,000 battery units for the nine
months ended December 31, 2009.





Strong
sales were mainly attributable to the continued growth in the electric bicycle
market in the PRC, together with the launch of promotion activities which
resulted in a positive effect on sales.  Sales to one of our existing
major electric bicycle manufacturing customers increased by 90% for the current
period comparing with the same period in 2009. The Company also entered into
agreements with 108 new distributors during the nine months ended December 31,
2010, which directly increased our total sales to the distributors by
22%.





The
increase of revenues was also caused by an average increase of 9% in our battery
unit selling price in response to the increase in the average costs of our major
raw materials.





Cost
of Sales





Cost of
sales for the nine months ended December 31, 2010 and 2009 was US$170,460,000
and US$107,764,000, respectively. The increase in cost of goods sold of
US$62,696,000, or 58%, was mainly attributable to the increase in sales
volume of 36%, as well as the increase in average purchase price of our
major raw material, lead, by US$294 per ton, or 14%, for the nine months ended
December 31, 2010 comparing with the same period in 2009.


- 23
-







Gross
Profit





Gross
profit for the nine months ended December 31, 2010 and 2009 was US$24,252,000
and US$19,340,000, respectively. The increase in gross profit of US$4,912,000,
or 25%, was mainly attributable to the increase in revenues of US$67,608,000
compared to the same period in 2009.





Compared
with the corresponding period in 2009, the decrease in gross profit margin by 3%
was mainly attributable to the increase in cost rate.  The average purchase
price of our major raw materials for the nine months ended December 31,
2010 increased by US$294 per ton, or 14%, however the average selling price
of our battery units only increased by 9% in order to maintain our
competitiveness in the market as compared to the corresponding period in
2009.





Sales,
Marketing and Distribution Expenses




Sales,
marketing and distribution expenses were US$8,111,000 and US$6,630,000for the nine months
ended December 31, 2010 and 2009, respectively.  The increase of
US$1,481,000, or 22%, was mainly driven by the growth of sales volume, which
caused the increase in transportation expenses, after-sale related expenses and
provision for warranty cost by US$1,267,000, US$295,000 and US$665,000,
respectively, offset by the decrease of sales commissions of
US$1,057,000.





General
and Administrative Expenses





General
and administrative expenseswere US$2,628,000 and
US$2,236,000for
the nine months ended December 31, 2010 and 2009, respectively and mainly
consisted of staff salaries, staff welfare, social security contributions,
depreciation expenses, research and development expenses, legal and professional
fees, other taxes and advertising expenses. The increase of general and
administrative expenses increased by US$392,000, or 18%, was mainly attributable
to the increase of research and development expenses of US$449,000 for the
development of new products.





Depreciation
and Amortization





Depreciation
expense was approximately US$807,000 and US$423,000 for the nine months ended
December 31, 2010 and 2009, respectively. The increase in depreciation expense
of US$384,000, or 91%, was mainly attributable to our acquisition of new
machinery, equipment and dormitories during the twelve month period from January
1, 2010 to December 31, 2010 which had been made in connection with our business
expansion efforts. During the current period, our factory relocation caused
a portion of property, plant and equipment transfer to assets held for sale,
which also partly offset the depreciation expense.





Other
Income, Net





Net other
income was US$889,000 and US$1,189,000 for the nine months ended December 31,
2010 and 2009, respectively. The decrease of US$300,000, or 25%, was mainly
attributable to the decrease in net sales of lead to electric plate suppliers by
US$550,000, offset by the addition of dividend income from available-for-sale
financial assets of US$133,000 and an increase in government subsidy of
US$136,000.





Loss
on Disposal of Scrap Inventories





The loss
on disposal of scrap inventories for the nine months ended December 31, 2010 and
2009 were US$2,307,000 and US$0, respectively. The disposal of scrap inventories
was attributable to the write-off of damaged batteries which were caused by our
relocation. Prior to relocation, CCEC arranged for a specific area in Plant B at
our Jing'er Road facility for the storage of machinery and equipment which will
be relocated from Plant A at our Jingyi Road facility. In the process, CCEC
tidied up the warehouse by stacking the batteries. However, due to the weight of
the batteries, the top layer of batteries damaged the bottom layer of batteries.
Management engaged a qualified entity to handle the scrap inventories
immediately in order to avoid any leakages of battery acid  and to avoid
any negative effects on the environment. Therefore, the scrap inventories were
written off accordingly.


- 24
-







Income
before Interest and Income Tax Expenses





Income
before interest and income tax expense was US$12,410,000 and US$11,719,000, for
the nine months ended December 31, 2010 and 2009, respectively. The increase of
US$691,000, or 6%, was mainly attributable to the increase in gross profits of
US$4,912,000, offset by the increase in loss on disposal of scrap inventories of
US$2,307,000 and the increase in sales, marketing and distribution expenses of
US$1,481,000 for the nine months ended December 31, 2010.





Interest
Expense, Net





Net
interest expensewas US$1,916,000 and
US$1,091,000for
the nine months ended December 31, 2010 and 2009, respectively. The increase of
interest expense by US$825,000, or 76%, was mainly attributable to the increase
of average short-term bank loans compared to the corresponding period in 2009.
We sought an increase in average short-term bank loans to cope with the
increasing demand for funds in connection with our business
expansion.





Income
Tax Expenses





Income
tax expenses was US$2,421,000 and US$1,439,000 for the nine months ended
December 31, 2010 and 2009, respectively. Such expenses increased by US$982,000,
or 68%, as compared to the corresponding period of 2009. According to the
investment agreement entered into with the Administrative Committee of Changxing
Economic Development Zone, CCEC shall invest US$44,116,000 for the development
at Jingsi Road. Pursuant to the regulation in PRC regarding the ratio of
investment amount and registered capital of wholly foreign owned enterprises,
CCEC must  increase its registered capital from RMB50,000,000
(US$7,273,000) to RMB120,000,000 (US$17,803,000). During the period ended
December 31, 2010, CCEC distributed a dividend of US$10,530,000 internally,
which has been reinvested into CCEC’s registered capital. Pursuant to the PRC’s
tax law, dividends distributed by a foreign invested enterprise in the PRC to
its foreign investors in Hong Kong on the profit generated after January 1, 2008
 are subject to a 10% withholding tax. The relevant withholding tax was
US$938,000 for the nine months ended December 31, 2010.





Income
Before Extraordinary Item





Income
before extraordinary items was US$7,758,000 and US$9,133,000 for the
nine months ended December 31, 2010, and 2009, respectively. The decrease
of  US$1,375,000, or 15%, as compared to the corresponding period of
2009 was mainly attributable to the increase in gross profits of US$4,912,000,
offset by increase in sales, marketing and distribution expense, loss on
disposal of scrap inventories, interest expenses and income tax expenses of
US$6,251,000, in the aggregate.





Extraordinary
Item





Pursuant
to the Compensation Agreement of Corporate Relocation and Acquisition with the
Administrative Committee of Changxing Economic Development Zone, the
Administrative Committee is obligated to compensate CCEC for the value of losses
with respect to the suspension of its operations for two months at RMB11,748,000
(US$1,738,000) in connection with CCEC’s relocation from our facilities at
Jingyi Road.  On December 12, 2010, CCEC ceased its production
activities of Plant A in Jingyi Road and we recorded an extraordinary gain of
US$1,738,000 in the consolidated statements of operations and other
comprehensive income for the period ended December 31, 2010.





Net
Income





Net
income was US$9,496,000 and US$9,133,000for the nine months
ended December 31, 2010 and 2009, respectively. Our net income increased by
US$363,000, or 4%, and such increase was mainly attributable to the increase in
sales and extraordinary income arising from compensation of CCEC’s suspension of
operations, which outweighed the unfavorable impact on the increase of cost rate
per unit of sales, the increase in sales, marketing and distribution expense and
the loss on disposal of scrap inventories.




- 25
-







Results
of Operations for the Three Months Ended December 31, 2010 as Compared with the
Three Months Ended December 31, 2009





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




For The Three
      Months Ended December 31 (Unaudited)2010
                    
                    
                    2009
                    
                    
                    2010
                    
                    
                    2009US $
      ’000
                    
                    
                    US$
      ’000Revenues
                    
                    $
                    67,670
                    
                    
                    $
                    47,237
                    
                    
                    
                    100
                    %
                    
                    
                    100
                    %Cost
      of sales
                    
                    $
                    59,200
                    
                    
                    $
                    41,398
                    
                    
                    
                    87.48
                    %
                    
                    
                    87.64
                    %Gross profit
                    
                    $
                    8,470
                    
                    
                    $
                    5,839
                    
                    
                    
                    12.52
                    %
                    
                    
                    12.36
                    %Sales,
      marketing and distribution expenses
                    
                    $
                    2,560
                    
                    
                    $
                    2,677
                    
                    
                    
                    3.78
                    %
                    
                    
                    5.67
                    %General
      and administrative expenses
                    
                    $
                    987
                    
                    
                    $
                    702
                    
                    
                    
                    1.46
                    %
                    
                    
                    1.49
                    %Operating
      income
                    
                    $
                    4,923
                    
                    
                    $
                    2,460
                    
                    
                    
                    7.28
                    %
                    
                    
                    5.21
                    %Other
      income, net
                    
                    $
                    276
                    
                    
                    $
                    464
                    
                    
                    
                    0.41
                    %
                    
                    
                    0.98
                    %Loss
      on disposal of scrap inventories
                    
                    $
                    2,307
                    
                    
                    $
                    -
                    
                    
                    
                    3.41
                    %
                    
                    
                    -
                    %Interest
      income
                    
                    $
                    117
                    
                    
                    $
                    -
                    
                    
                    
                    0.17
                    %
                    
                    
                    -
                    %Income
      before interest and income tax expenses
                    
                    $
                    3,009
                    
                    
                    $
                    2,924
                    
                    
                    
                    4.45
                    %
                    
                    
                    6.19
                    %Interest
      expense
                    
                    $
                    940
                    
                    
                    $
                    399
                    
                    
                    
                    1.39
                    %
                    
                    
                    0.84
                    %Income
      before income tax expenses
                    
                    $
                    2,069
                    
                    
                    $
                    2,525
                    
                    
                    
                    3.06
                    %
                    
                    
                    5.35
                    %Income
      tax expenses
                    
                    $
                    1,260
                    
                    
                    $
                    314
                    
                    
                    
                    1.86
                    %
                    
                    
                    0.66
                    %Income
      before extraordinary item
                    
                    $
                    809
                    
                    
                    $
                    2,211
                    
                    
                    
                    1.2
                    %
                    
                    
                    4.68
                    %Extraordinary
      item
                    
                    $
                    1,738
                    
                    
                    $
                    -
                    
                    
                    
                    2.57
                    %
                    
                    
                    -
                    %Net
      income
                    
                    $
                    2,547
                    
                    
                    $
                    2,211
                    
                    
                    
                    3.76
                    %
                    
                    
                    4.68
                    %Other
      comprehensive income
                    
                    $
                    561
                    
                    
                    $
                    -
                    
                    
                    
                    0.83
                    %
                    
                    
                    -
                    %Comprehensive
      income
                    
                    $
                    3,108
                    
                    
                    $
                    2,211
                    
                    
                    
                    4.59
                    %
                    
                    
                    4.68
                    %





Revenues





During
the three months ended December 31, 2010, we kept strong growth in our sales.
The Company successfully expanded the customer base and also enhanced our
existing customers’ relationship. Revenues for the three months ended December
31, 2010 and 2009 were US$67,670,000 and US$47,237,000, respectively. The
increase in revenues of US$20,433,000, or 43%, was mainly attributable to the
continuing strong sales of our battery products to existing and new customers,
which resulted in an increase in sales volume of 25% to 4,755,000 battery units
for the three months ended December 31, 2010 compared with 3,791,000 battery
units for the three months ended December 31, 2009.





Strong
sales were mainly attributable to the continued growth in the electric bicycle
market in the PRC, together with the launch of promotion activities which
resulted in a positive effect on sales.  Sales to one of our existing
major electric bicycle manufacturing customers increased by 34% for the current
period comparing with the same period in 2009. The Company also entered into
agreements with 11 new distributors during the three months ended December 31,
2010, which directly increased our total sales to the distributors by
10%.





The
increase of revenues was also caused by an average increase of 11% in our
battery unit selling price in response to the increase in the average costs of
our major raw materials.





Cost
of Sales





Cost of
sales for the three months ended December 31, 2010 and 2009 was US$59,200,000
and US$41,398,000, respectively. The increase in cost of sales of US$17,802,000,
or 43%, was mainly attributable to the increase in sales volume of 25%, as well
as an increase in the average purchase price of our major raw material, lead, by
US$282 per ton, or 12%.





Gross
Profit





Gross
profit for the three months ended December 31, 2010 and 2009 was US$8,470,000
and US$5,839,000, respectively. The increase in gross profit of US$2,631,000, or
45%, for the current period was mainly attributable to the increase in sales
volume comparing with the same period in 2009.





Sales, Marketing and Distribution
Expenses





Sales,
marketing and distribution expenses were US$2,560,000 and US$2,677,000for the three months
ended December 31, 2010 and 2009, respectively, and mainly consisted of staff
salaries, sales commission, transportation expenses, after-sale related expenses
and provision for warranty cost. The decrease of US$117,000, or 4.4%, was mainly
attributable to the adjustment of sales commission policies which decreased the
sales commissions by US$637,000, offset by the increase in transportation
expenses of US$357,000.


- 26
-







General
and Administrative Expenses





General
and administrative expenseswere US$987,000 and
US$702,000for the
three months ended December 31, 2010 and 2009, respectively, and mainly
consisted of staff salaries, staff welfare, social security contributions,
depreciation expenses, research and development expenses, legal and professional
fees, other taxes and advertising expenses. The increase of general and
administrative expenses of US$285,000, or 41%, was mainly attributable to an
increase in research and development expenses of US$133,000.





Depreciation
and Amortization





Depreciation
expense was approximately US$267,000 and US$153,000 for the three months ended
December 31, 2010 and 2009, respectively. The increase in depreciation expense
was mainly attributable to our acquisition of new machinery, equipment and
dormitories during the twelve month period from January 1, 2010 to December 31,
2010 which had been made in connection with our business expansion efforts.
During the current period, our factory relocation caused a portion of
property, plant and equipment transfer to assets held for disposal, which also
partly offset the depreciation expense.





Other
Income, Net





Net other
income was US$276,000 and US$464,000 for the three months ended December 31,
2010 and 2009, respectively. The decrease of US$188,000, or 41%, was mainly
attributable to the decrease of US$330,000 in net sales of lead to electric
plate suppliers.





Loss
on Disposal of Scrap Inventories





The loss on disposal of scrap
inventories for the three months ended December 31, 2010 and 2009 were
US$2,307,000 and US$0, respectively. The disposal of scrap inventories was
attributable to the write-off of damaged batteries which were caused by our
relocation. Prior to relocation, CCEC arranged for a specific area in Plant B at
our Jing'er Road facility for the storage of machinery and equipment which will
be relocated from Plant A at our Jingyi Road facility. In the process, CCEC
tidied up the warehouse by stacking the batteries. However, due to the weight of
the batteries, the top layer of batteries damaged the bottom layer of batteries.
Management engaged a qualified entity to handle the scrap inventories
immediately in order to avoid any leakages of battery acid  and to avoid
any negative effects on the environment. Therefore, the scrap inventories were
written off accordingly.




Income
Before Interest and Income Tax Expenses




Income
before interest and income tax expense was US$3,009,000 and US$2,924,000 for the
three months ended December 31, 2010 and 2009, respectively. The increase of
US$85,000, or 3%, was mainly attributable to  an increase in the gross
income of US$2,631,000 for the three months ended December 31, 2010, offset by
increase in loss on disposal of scrap inventories of US$2,307,000.





Interest
Expense, Net





Net
interest expensewas US$823,000 and
US$399,000for the
three months ended December 31, 2010 and 2009, respectively. The increase of
interest expense by US$424,000, or 106%, was mainly attributable to the increase
of average short-term bank loans compared to the same period in
2009.  We sought an increase in average short-term bank loans to cope
with the increasing demand for funds in connection with our business
expansion.





Income
Tax Expenses





Income
tax expenses for the three months ended December 31, 2010 increased by
US$946,000or 301%, as compared to the corresponding period of 2009. According to
the investment agreement entered into with the Administrative Committee of
Changxing Economic Development Zone, CCEC shall invest US$44,116,000 for the
development at Jingsi Road. Pursuant to the regulation in PRC regarding the
ratio of investment amount and registered capital of wholly foreign owned
enterprises, CCEC must  increase its registered capital from
RMB50,000,000 (US$7,273,000) to RMB120,000,000 (US$17,803,000). During the
period ended December 31, 2010, CCEC distributed a dividend of US$10,530,000
internally, which has been reinvested into CCEC’s registered capital. Pursuant
to the PRC’s tax law, dividends distributed by a foreign invested enterprise in
the PRC to its foreign investors in Hong Kong on the profit generated after
January 1, 2008  are subject to a 10% withholding tax. The relevant
withholding tax was US$938,000 for the three months ended December 31,
2010.


- 27
-





Income
Before Extraordinary Item





Income
before extraordinary items was US$809,000 and US$2,211,000 for the three
months ended December 31, 2010 and 2009, respectively. The decreased of
US$1,402,000, or 63%, as compared to the corresponding period of 2009 was mainly
attributable to the increase of gross profits of US$2,631,000 offset by the
increase in and the loss on disposal of scrap inventories, in interest expenses,
and in income tax expenses of US$3,794,000, in the aggregate.





Extraordinary
Item





Pursuant
to the Compensation Agreement of Corporate Relocation Acquisition with the
Administrative Committee of Changxing Economic Development Zone, the
Administrative Committee is obligated to compensate CCEC for the value of losses
with respect to the suspension of CCEC’s operations at RMB11,748,000
(US$1,738,000) in connection with CCEC’s relocation from our facilities at
Jingyi Road.  On December 12, 2010, CCEC ceased its production
activities of Plant A in Jingyi Road and we recorded an extraordinary gain of
US$1,738,000 in the consolidated statements of operations and other
comprehensive income for the period ended December 31, 2010.





Net
Income





Net
income was US$2,547,000 and US$2,211,000for the three months
ended December 31, 2010 and 2009, respectively. Our net income increased by
US$336,000, or 15%, and such increase was mainly attributable to the increase in
sales of our battery products and extraordinary income arising from compensation
of  CCEC’s suspension of operations.


.


Liquidity and Capital
Resources





The
Company generally finances its operations through profit generated from its
operations and borrowings from banks.  As of December 31, 2010, the
Company had short-term secured bank loans outstanding to satisfy its financing
needs. Such bank loans carry interest rates ranging from 5.31% to 5.89% and
mature within one year from the date the loans were granted, as
follows:





Amount as of
                                            December 31, 2010Due Date
                                          
                                          Interest Rate
                                          
                                          
                                          US$
                                          
                                          Status as of the date of this ReportJan
      12, 2011
                                          
                                          
                                          5.31
                                          %
                                          
                                          
                                          3,176,000
                                          
                                          Paid
      off and has been renewed for same amount; due date
                                            is
      July 13,2011, interest rate is 4.02%Jan
      12, 2011
                                          
                                          
                                          5.31
                                          %
                                          
                                          
                                          3,025,000
                                          
                                          Paid
      off  and has been renewed for same amount, due date is July
      13,2011, interest rate is 5.35%Jan
      12, 2011
                                          
                                          
                                          5.84
                                          %
                                          
                                          
                                          1,512,000
                                          
                                          Paid
      off  and has been renewed for same amount, due
      date  is Jan 12, 2012, interest rate is 7.26%Jan
      19, 2011
                                          
                                          
                                          5.84
                                          %
                                          
                                          
                                          1,664,000
                                          
                                          Paid
      off  and has been renewed for same amount, due date is July
      10,2011, interest rate is 5.35%Jan
      24, 2011
                                          
                                          
                                          5.31
                                          %
                                          
                                          
                                          18,149,000
                                          
                                          Paid
      off and has been partly renewed for $9,075,000, due date is July 7,2011,
      interest rate is 5.35%Feb
      9, 2011
                                          
                                          
                                          5.58
                                          %
                                          
                                          
                                          1,512,000
                                          
                                          Paid
      offFeb
      23, 2011
                                          
                                          
                                          5.58
                                          %
                                          
                                          
                                          1,513,000
                                          
                                          Currently
      OutstandingMar
      1, 2011
                                          
                                          
                                          5.58
                                          %
                                          
                                          
                                          1,513,000
                                          
                                          Currently
      OutstandingMar
      7, 2011
                                          
                                          
                                          5.58
                                          %
                                          
                                          
                                          3,025,000
                                          
                                          Currently
      OutstandingMar
      11, 2011
                                          
                                          
                                          5.58
                                          %
                                          
                                          
                                          1,512,000
                                          
                                          Currently
      OutstandingApr
      1, 2011
                                          
                                          
                                          5.89
                                          %
                                          
                                          
                                          681,000
                                          
                                          Currently
      OutstandingApr
      1, 2011
                                          
                                          
                                          5.89
                                          %
                                          
                                          
                                          2,798,000
                                          
                                          Currently
      OutstandingMay16,
      2011
                                          
                                          
                                          5.54
                                          %
                                          
                                          
                                          3,025,000
                                          
                                          Currently
      OutstandingJuly
      27, 2011
                                          
                                          
                                          5.56
                                          %
                                          
                                          
                                          1,512,000
                                          
                                          Currently
      OutstandingOct
      8, 2011
                                          
                                          
                                          5.89
                                          %
                                          
                                          
                                          2,571,000
                                          
                                          Currently
      OutstandingNov
      2,2011
                                          
                                          
                                          5.84
                                          %
                                          
                                          
                                          3,781,000
                                          
                                          Currently
      OutstandingTotal:
                                          
                                          
                                          
                                          50,969,000


- 28
-







Such bank
loans are also secured by guarantees provided by related parties Mr. Xu Kecheng,
Changxing Chisen Glass Company Limited, and Changxing Chisen Xinguangyuan
Company Limited as of December 31, 2010.  As of December 31, 2010, the
Company also had the following non-interest bearing credits granted by banks for
the issuance of notes payable outstanding:




Amount as of
                              December 31, 2010Due Date
                            
                            US$
                            
                            Status as of the date of this ReportJan
      14, 2011
                            
                            
                            1,891,000
                            
                            Paid
      off  and  has been renewed for same amount, due date
      is July 21, 2011Jan
      14, 2011
                            
                            
                            1,891,000
                            
                            Paid
      off  and  has been renewed for same amount, due date
      is July 21, 2011Feb
      3, 2011
                            
                            
                            3,025,000
                            
                            Paid
      off  and  has been renewed for same amount, due date
      is July 24, 2011Feb
      23, 2011
                            
                            
                            756,000
                            
                            Currently
      OutstandingFeb
      27, 2011
                            
                            
                            2,269,000
                            
                            Currently
      OutstandingMar
      9, 2011
                            
                            
                            2,269,000
                            
                            Currently
      OutstandingMar
      10, 2011
                            
                            
                            2,269,000
                            
                            Currently
      OutstandingMar
      27, 2011
                            
                            
                            4,537,000
                            
                            Currently
      OutstandingApr
      8, 2011
                            
                            
                            1,512,000
                            
                            Currently
      OutstandingApr
      9, 2011
                            
                            
                            4,537,000
                            
                            Currently
      OutstandingApr
      18, 2011
                            
                            
                            3,025,000
                            
                            Currently
      OutstandingApr
      21, 2011
                            
                            
                            3,781,000
                            
                            Currently
      OutstandingMay
      9, 2011
                            
                            
                            3,781,000
                            
                            Currently
      OutstandingMay
      10, 2011
                            
                            
                            4,537,000
                            
                            Currently
      OutstandingJune
      10, 2011
                            
                            
                            6,050,000
                            
                            Currently
      OutstandingJune
      15, 2011
                            
                            
                            3,025,000
                            
                            Currently
      OutstandingTotal
                            
                            
                            49,155,000




As of the
date of this report, we have not experienced any difficulty in raising funds by
bank loans, including the renewal of existing short term 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.  However,
we will need new sources of financing and additional capital in order to
implement our current business strategy of expansion of our production
facilities in Changxing County (Zhejiang Province) and in Jiangsu
Province.  Although we currently have the aforementioned short term
loans and notes payable at our disposal, many of such short term loans and notes
payable expire in the next three months, and there is no assurance that we will
obtain any new loans or notes payable, or that such short term loans and notes
payable set forth above will be renewed or that the terms of any renewals of
such short term loans or notes payable will be on terms that are as favorable as
our current instruments.





There has
been no impact of the relocation expenses on the Company’s liquidity. Since the
Company’s original production capacity of lead acid batteries will not be
affected, the Company can use its operating cash flow to fund its relocation
project.




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





Nine
      Months Ended
                    December
      31
                    (Unaudited)2010
                  
                  
                  2009$’000
                  
                  
                  $’000Net
      cash provided by operating activities
                  
                  $
                  6,952
                  
                  
                  $
                  3,630Net
      cash used in investing activities
                  
                  $
                  (10,405)
                  
                  
                  $
                  (14,375
                  )Net
      cash provided by financing activities
                  
                  $
                  3,491
                  
                  
                  $
                  12,140Net
      increase  in cash and cash equivalents
                  
                  $
                  38
                  
                  
                  $
                  1,395Effect
      of exchange rate changes on cash
                  
                  $
                  180
                  
                  
                  $
                  22Cash
      and cash equivalents at beginning of period
                  
                  $
                  6,019
                  
                  
                  $
                  2,620Cash
      and cash equivalents at end of period
                  
                  $
                  6,237
                  
                  
                  $
                  4,037




- 29
-


Operating
Activities





Net cash
provided by operating activities was approximately US$6,952,000 for the nine
months ended December 31, 2010, as compared to approximately US$3,630,000 for
the nine months ended December 31, 2009. This increase of US$3,322,000, or 92%,
was mainly attributable to the combined result of decrease in inventories,
prepayments and other financial assets, offset by the increase in accounts
receivable and other receivables.





Investing
Activities





Net cash
used in investing activities were approximately US$10,405,000 for the nine
months ended December 31, 2010 as compared to approximately US$14,375,000 for
the nine months ended December 31, 2009. The decrease of US$3,970,000, or 28%,
was mainly attributable to the decrease in investment in restricted bank
balance, offset by the increase in acquisition of available-for-sale financial
assets.





Financing
Activities





Net cash
provided by financing activities was approximately US$3,491,000 for the nine
months ended December 31, 2010, as compared to net cash used in financing
activities of approximately US$12,140,000 for the nine months ended December 31,
2009. The decrease of US$8,649,000, or 71%, was mainly attributable to the fact
that the amount of  bank borrowings and loans at the beginning of the
year 2010 could meet the Company's operational demands, which resulted in the
decrease in the net cash provided by financing activities for the nine months
ended December 31, 2010.





Working Capital





Our working
capitalon December 31,
2010increased by
approximately US$8,143,000 to approximately US$24,904,000, or49%,as compared to working
capital of approximatelyUS$16,761,000 as of March 31,
2010. This increasewasprimarily attributable to
the increase in our trade receivables,and other receivablesof approximately
US$27,361,000 in the aggregate,offset by the increase in our notes
payables and short-term bank borrowings of approximately US$18,479,000 in
the aggregate. The increase in trade receivables was the result of the
increase of sales volume. The increase in other receivables was the result
of the compensation on suspension of CCEC’s operations at Jingyi Road receivable
from the government. The increase in short-term bank loans and notes payable was
the result of our entering into new financing arrangements.




- 30
-





Contractual
Obligations





Payments Due By PeriodContractual Obligations
                
                Total
                
                
                Less than
                  1 year
                
                
                1-3
                  years
                
                
                3-5
                  years
                
                
                More than
                  5 yearsBank
      Indebtedness
                
                (SEE
      TABLE BELOW)Other
      Indebtedness
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0Capital
      Lease Obligations
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0Operating
      Lease Obligations
                
                (SEE
      TABLE BELOW)Purchase
      Obligations
                
                (SEE
      TABLE BELOW)Other
      Long-Term Liabilities Reflected on the Company’s Balance Sheet under US
      GAAP
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0Total:
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0





Bank indebtedness
                
                December 31, 2010
                
                
                March 31, 2010US$’000
                
                
                $’000Short-term
      bank borrowings
                
                $
                50,969
                
                
                $
                46,141Notes
      payable (within (1) year)
                
                $
                49,155
                
                
                $
                35,504Total
                
                $
                100,124
                
                
                $
                81,645




Purchase Obligations
                
                December 31, 2010
                
                
                March 31, 2010$’000
                
                
                $’000Construction
      Projects and Purchase of Land and Machineries
                
                $
                161,088
                
                
                $
                84Total
                
                $
                161,088
                
                
                $
                84




Operating Lease Obligations
                
                December 31, 2010
                
                
                March 31, 2010$’000
                
                
                $’000Within
      one (1) year
                
                $
                641
                
                
                $
                5991-3
      years
                
                $
                1,283
                
                
                $
                1,2913-5
      years
                
                $
                183
                
                
                $
                604Over
      five (5) years
                
                $
                4
                
                
                $
                0Total
                
                $
                2,111
                
                
                $
                2,494





Seasonality





Our
business is not seasonal in nature.




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.





Critical
Accounting Policies, Estimates and Assumptions





For the
three and nine month periods ended December 31, 2010, there were no changes in
the methodology for computing critical accounting estimates, no additional
accounting estimates met the standards for critical accounting policies, and
there were no material changes to the important assumptions underlying the
critical accounting estimates.





ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




Interest
Rates Risk




Our exposure to interest rate risk for
changes in interest rates relates primarily to the interest-bearing bank loans
and interest income generated by the bank deposits. We have not used any
derivative financial instruments in our investment portfolio or for cash
management purposes. Interest-earning instruments carry a degree of interest
rate risk. We have not been exposed nor do we anticipate being exposed to
material risks attributable to changes in interest rates. Nevertheless, our
future interest expense or interest income may expect to be decreased
attributable to changes in interest rates in the PRC.


- 31
-







Foreign
Exchange Rates Risk





We do not hold any derivative
instruments and do not engage in any hedging activities. Because most of our
purchases and sales are made in RMB, any exchange rate change affecting the
value of the RMB relative to the U.S. dollar could have an effect on our
financial results as reported in U.S. dollars. If the RMB were to depreciate
against the U.S. dollar, amounts reported in U.S. dollars would be
correspondingly reduced. If the RMB were to appreciate against the U.S. dollar,
amounts reported in U.S. dollars would be correspondingly
increased.





Country
Risk





Substantially
all of our assets and operations are located and conducted in China. While the
PRC economy has experienced significant growth in the past twenty years, growth
has been uneven, both geographically and among various sectors of the economy.
The Chinese government has implemented various measures to encourage economic
growth and guide the allocation of resources. Some of these measures benefit the
overall economy of China, but may also have a negative effect on us. For
example, our operating results and financial condition may be adversely affected
by government control over capital investments or changes in tax regulations
applicable to us. If there are any changes in any policies by the Chinese
government and our business is negatively affected as a result, then our
financial results, including our ability to generate revenues and profits, will
also be negatively affected.





ITEM
4. CONTROLS AND PROCEDURES




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 December 31, 2010, 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.





Internal
Control over Financial Reporting





We currently do not have sufficient
in-house expertise in U.S. GAAP reporting. Instead, we rely to a large extent on
the expertise and knowledge of external consultants and advisors in U.S. GAAP
conversion (from Chinese GAAP) and for the evaluation of our internal control
over financial reporting.  These external consultants also assist us
to a large extent in the preparation and review of our consolidated financial
statements.  The services our external consultants perform include
reviewing the Company’s reporting package to determine if (a) GAAP adjustments
are appropriate and accurate and (b) the adjustments are adequate and
consistently applied and, if necessary, our external consultants would propose
additional adjustment entries during the review process prior to submission to
the Company’s independent accountant.  Since most of our middle and
top management staff are not educated and trained in the Western system, and we
may continue to have difficulty hiring and retaining qualified employees in the
PRC with experience and expertise relating to U.S. GAAP and U.S. public-company
reporting requirements.  As a result of these factors, we may
experience difficulty in establishing management, legal and financial controls,
collecting financial data and preparing financial statements, books of account
and corporate records and instituting business practices that meet Western
standards. Therefore, we may, in turn, experience difficulties in implementing
and maintaining adequate internal controls as required under Section 404 of the
Sarbanes-Oxley Act of 2002. This may result in significant deficiencies or
material weaknesses in our internal controls which could impact the reliability
of our financial statements and prevent us from complying with SEC rules and
regulations and the requirements of the Sarbanes-Oxley Act of 2002. Any such
deficiencies, material weaknesses or lack of compliance could result in
restatements of our historical financial information, cause investors to lose
confidence in our reported financial information, have an adverse impact on the
trading price of our common stock, adversely affect our ability to access the
capital markets and our ability to recruit personnel, lead to the delisting of
our securities from the stock exchange on which they are traded, lead to
litigation claims, thereby diverting management’s attention and resources, and
which may lead to the payment of damages to the extent such claims are not
resolved  in our favor, lead to regulatory proceedings, which may result in
sanctions, monetary or otherwise, and have a materially adverse effect on
our reputation and business.


- 32
-







Changes
in Internal Control over Financial Reporting





There
was no change in the Company’s internal control over financial reporting that
was identified in connection with such evaluation that occurred during the
period ended December 31, 2010 that has materially affected, or is reasonably
likely to materially affect, the Company’s internal control over financial
reporting.





PART
II


OTHER
INFORMATION




ITEM
1. 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 December 31, 2010, there
was no pending or outstanding material litigation with the Company.





ITEM
1A. RISK FACTORS




Not required for a "smaller reporting
company".




ITEM
2. UREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS




During the period ended December 31,
2010, the Company had no unregistered sales of equity securities.





ITEM
3. DEFAULTS UPON SENIOR SECURITIES




None.





ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS




None.




ITEM
5. OTHER INFORMATION




None.





ITEM
6. EXHIBITS




(a) 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. (n/k/a Chisen Electric
      Corporation)
              
              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,
2009





3.3
              
              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,
2008


- 33
-





3.5
              
              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 Association 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, 20083.8
              
              Business
      Registration Certificate of Changxing Chisen Electric Co., Ltd. (English
      Translated Version and Mandarin Version)
              
              Provided
      herewith10.1
              
              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, 200810.3
              
              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
      Glass 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,
2008





10.7
              
              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,
2008


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10.10
              
              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
              
              Cooperation
      Agreement, dated April 20, 2008, by and between Changxing Chisen Electric
      Co., Ltd. and Xiamen University
              
              Included
      by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K
      as filed with the SEC on June 28, 201010.11
              
              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, 200810.15
              
              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, 200810.17
              
              Compensation
      Agreement of Corporate Relocation Acquisition, dated August 20, 2010, by
      and between the Company’s chief operating subsidiary, Changxing Chisen
      Electric Co., Ltd., and the Administrative Committee of Changxing Economic
      Development Zone, Zhejiang
              
              Incorporated
      by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K
      as filed with the SEC on August 24,
2010.





10.18
              
              Investment
      Agreement, dated August 20, 2010, by and between the Company’s chief
      operating subsidiary, Changxing Chisen Electric Co., Ltd., and the
      Administrative Committee of Changxing Economic Development Zone,
      Zhejiang
              
              Incorporated
      by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K
      as filed with the SEC on August 24, 2010.10.19
              
              Supplemental
      Agreement, dated August 20, 2010, by and between the Company’s chief
      operating subsidiary, Changxing Chisen Electric Co., Ltd., and the
      Administrative Committee of Changxing Economic Development Zone,
      Zhejiang
              
              Incorporated
      by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K
      as filed with the SEC on August 24, 2010.10.20
              
              Xuyi
      Economic Development Zone Project Investment Contract, dated September 6,
      2010, by and between Chisen Electric Jiangsu Co., Ltd. and Jiangsu Xuyi
      Economic Development Zone Administrative Committee
              
              Incorporated
      by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K
      as filed with the SEC on September 13,
2010.


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10.21
              
              Xuyi
      Economic Development Zone Project Investment Contract Supplemental
      Agreement, dated September 6 2010, by and between Chisen Electric Jiangsu
      Co., Ltd. and Jiangsu Xuyi Economic Development Zone Administrative
      Committee
              
              Incorporated
      by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K
      as filed with the SEC on September 13, 2010.10.22
              
              Electrode
      Purchase Contract, dated August 2, 2010, by and between Changxing
      Chisen Electric Co., Ltd. and Jiangsu XiangFa Electric Co.,
      Ltd. (English Translated and Mandarin Versions)
              
              Incorporated
      by reference to Amendment No. 1 to the Company’s Registration Statement on
      Form S-1 (File No. 333-169850) as filed with the SEC on November 29,
      201010.25
              
              Sales
      Contract, dated August 31, 2009, by and between Changxing Chisen Electric
      Co., Ltd. and Anqing Burui Power Supply Co., Ltd. (English Translated
      and Mandarin Versions)
              
              Incorporated
      by reference to Amendment No. 1 to the Company’s Registration Statement on
      Form S-1 (File No. 333-169850) as filed with the SEC on November 29,
      201010.26
              
              Contract,
      dated November 24, 2009, by and between Changxing Chisen Electric Co.,
      Ltd. and Anyang City Yubei Gold and Lead Co., Ltd. (English
      Translated and Mandarin Versions)
              
              Incorporated
      by reference to Amendment No. 1 to the Company’s Registration Statement on
      Form S-1 (File No. 333-169850) as filed with the SEC on November 29,
      201010.27
              
              Parts
      Acquisition Contract, dated January 1, 2010, by and between Changxing
      Chisen Electric Co., Ltd. and Jiangsu Xinri E-Vehicle Co.,
      Ltd. (English Translated and Mandarin Versions)
              
              Incorporated
      by reference to Amendment No. 1 to the Company’s Registration Statement on
      Form S-1 (File No. 333-169850) as filed with the SEC on November 29,
      201010.29
              
              Contract,
      dated August 1, 2010, by and between Changxing Chisen Electric Co., Ltd.
      and Tianjin Aima Technology Company Limited (English Translated and
      Mandarin Versions)
              
              Incorporated
      by reference to Amendment No. 1 to the Company’s Registration Statement on
      Form S-1 (File No. 333-169850) as filed with the SEC on November 29,
      2010





10.30
              
              Supplementary
      Agreement of Changxing Chisen Electric Co., Ltd. Relocation Project
      (English Translated and Mandarin Versions)
              
              Incorporated
      by reference to Amendment No. 2 to the Company’s Registration Statement on
      Form S-1 (File No. 333-169850) as filed with the SEC on December 22,
      201010.31
              
              Contract
      of Guaranty of Maximum Amount, dated on our about February 10, 2010, by
      and between Agricultural Bank of China (Changxing County Branch) and
      Zhejiang Chisen Glass Co., Ltd. (English Translated and Mandarin
      Versions)
              
              Incorporated
      by reference to Amendment No. 2 to the Company’s Registration Statement on
      Form S-1 (File No. 333-169850) as filed with the SEC on December 22,
      201010.32
              
              Guarantee
      Contact, dated on or about April 2, 2010, by and between China
      Construction Bank Corporation (Longxing Branch) and Zhejiang Chisen Glass
      Co., Ltd. (English Translated and Mandarin Versions)
              
              Incorporated
      by reference to Amendment No. 2 to the Company’s Registration Statement on
      Form S-1 (File No. 333-169850) as filed with the SEC on December 22,
      201010.33
              
              Contract
      Guarantee of Maximum Amount, dated on or about April 14, 2009, by and
      between Shanghai Pudong Development Bank (Huzhou Branch) and Zhejiang
      Changxing Chisen Xinguangyuan Co., Ltd. (English Translated and Mandarin
      Versions)
              
              Incorporated
      by reference to Amendment No. 2 to the Company’s Registration Statement on
      Form S-1 (File No. 333-169850) as filed with the SEC on December 22,
      201010.34
              
              Guarantee
      Contract, dated on or about January 12, 2010, by and between Changxing
      Economic Development Zone and Zhejiang Changxing Ruilang Electric Co.,
      Ltd. (English Translated and Mandarin Versions)
              
              Incorporated
      by reference to Amendment No. 2 to the Company’s Registration Statement on
      Form S-1 (File No. 333-169850) as filed with the SEC on December 22,
      2010


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-





10.35
              
              Contract
      of Guarantee with a Maximum Amount, dated on or about July 1, 2008, by and
      between Bank of China (Changxing Branch) and Mr. Xu Kecheng (English
      Translated and Mandarin Versions)
              
              Incorporated
      by reference to Amendment No. 2 to the Company’s Registration Statement on
      Form S-1 (File No. 333-169850) as filed with the SEC on December 22,
      201010.36
              
              Contract
      of Guarantee, undated, by and between CITIC Trust Co., Ltd. and Zhejiang
      Changxing Xinguangyuan Co., Ltd. (RMB40,000,000) (English Translated and
      Mandarin Versions)
              
              Incorporated
      by reference to Amendment No. 2 to the Company’s Registration Statement on
      Form S-1 (File No. 333-169850) as filed with the SEC on December 22,
      201010.37
              
              Contact
      of Guarantee, undated, by and between CITIC Trust Co., Ltd. and Zhejiang
      Changxing Chisen Xinguangyuan Co., Ltd. (RMB60,000,000) (English
      Translated and Mandarin Versions)
              
              Incorporated
      by reference to Amendment No. 2 to the Company’s Registration Statement on
      Form S-1 (File No. 333-169850) as filed with the SEC on December 22,
      201010.38
              
              Guarantee
      Contract (64720012302010005), dated January 13, 2010, by and among China
      Construction Bank Corporation, on the one hand, and Mr. Xu Kecheng and Ms.
      Zho Fangqin, on the other hand (English Translated and Mandarin
      Versions)
              
              Incorporated
      by reference to Amendment No. 2 to the Company’s Registration Statement on
      Form S-1 (File No. 333-169850) as filed with the SEC on December 22,
      201010.39
              
              Guarantee
      Contract (64720012302010004), dated January 13, 2010, by and among China
      Construction Bank Corporation, on the one hand, and Mr. Xu Kecheng and Ms.
      Zho Fangqin, on the other hand (English Translated and Mandarin
      Versions)
              
              Incorporated
      by reference to Amendment No. 2 to the Company’s Registration Statement on
      Form S-1 (File No. 333-169850) as filed with the SEC on December 22,
      2010




14.1
              
              Code
      of Business Conduct and 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, 200916.1
              
              Letter
      to SEC from Pritchett, Siler & Hardy, P.C.
              
              Incorporated
      by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K
      as filed with the SEC on January 21, 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
              
              Included
      by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K as
      filed with the SEC on June 28, 201031.1
              
              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
      herewith


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99.1
              
              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, 200999.2
              
              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, 200999.3
              
              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


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-





SIGNATURES




Pursuant
to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this Quarterly Report on Form
10-Q report to be signed on its behalf by the undersigned, thereunto duly
authorized.





Date: February
      11, 2011
                  By:
                  /s/
      Xu KechengName:
      Xu KechengIts:
      President, Chief Executive Officer and
                    Principal
      Executive OfficerDate: February
      11, 2011
                  By:
                  /s/
      Liu ChuanjieName:
      Liu ChuanjieIts:
      Chief Financial Officer, Principal
                    Financial
      and Accounting Officer


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