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, 2008





OR





o
            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, 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 o





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




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





Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.  Yes  o No 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 16, 2009, the registrant
had 50,000,000 shares of common stock, par value $0.001 per share, issued and
outstanding.





TABLE
OF CONTENTS





PART
      I FINANCIAL INFORMATION
                
                F-iITEM
      1. FINANCIAL STATEMENTS
                
                F-iITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
    OPERATION
                
                3ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
    RISK
                
                18ITEM
      4. CONTROLS AND PROCEDURES
                
                19PART
      II OTHER INFORMATION
                
                19ITEM
      1. LEGAL PROCEEDINGS
                
                19ITEM
      1A. RISK FACTORS
                
                19ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
    PROCEEDS
                
                20ITEM
      3. DEFAULTS UPON SENIOR SECURITIES
                
                20ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS
                
                20ITEM
      5. OTHER INFORMATION
                
                20ITEM
      6. EXHIBITS
                
                21SIGNATURES
                
                25EXHIBIT
      31.1EXHIBIT
      31.2EXHIBIT
      32.1EXHIBIT
      32.2


2


PART
I


FINANCIAL
INFORMATION





ITEM
1. FINANCIAL STATEMENTS





PageUnaudited
      Condensed Consolidated Statements of Operations andOther
      Comprehensive Income
                
                F-
      1 – F- 2Unaudited
      Condensed Consolidated Balance Sheets
                
                F- 3
      – F- 4Unaudited
      Condensed Consolidated Statements of Changes in Shareholders’
      Equity
                
                F-
      5Unaudited
      Condensed Consolidated Statements of Cash Flows
                
                F- 6
      – F- 7Notes
      to and Forming Part of Unaudited Condensed Consolidated Financial
      Statements
                
                F- 8
      – F- 28


F-i


Chisen
Electric Corporation


(formerly
World Trophy Outfitters, Inc.)





Unaudited
Condensed Consolidated Statements of Operations and Other
Comprehensive Income
 Period
ended from 1 April 2008 to 31 December 2008








(Unaudited)
                          Three months ended
                          December 31,
                        
                        
                        (Unaudited)
                          Nine months ended
                          December 31,2008
                        
                        
                        2007
                        
                        
                        2008
                        
                        
                        2007Note
                        
                        
                        US$’000
                        
                        
                        US$’000
                        
                        
                        US$’000
                        
                        
                        US$’000Operating
      revenues:Net
      sales to third parties
                        
                        
                        
                        
                        
                        23,421
                        
                        
                        
                        17,338
                        
                        
                        
                        81,234
                        
                        
                        
                        44,535Cost
      of sales
                        
                        
                        
                        
                        
                        (18,998
                        )
                        
                        
                        (14,050
                        )
                        
                        
                        (65,713
                        )
                        
                        
                        (36,403
                        )Gross
      income
                        
                        
                        
                        
                        
                        4,423
                        
                        
                        
                        3,288
                        
                        
                        
                        15,521
                        
                        
                        
                        8,132Operating
      expenses:Sales,
      marketing and distribution
                        
                        
                        
                        
                        
                        (1,328
                        )
                        
                        
                        (1,163
                        )
                        
                        
                        (3,770
                        )
                        
                        
                        (2,772
                        )General
      and administrative
                        
                        
                        
                        
                        
                        (1,006
                        )
                        
                        
                        (479
                        )
                        
                        
                        (2,600
                        )
                        
                        
                        (1,090
                        )Operating
      income
                        
                        
                        
                        
                        
                        2,089
                        
                        
                        
                        1,646
                        
                        
                        
                        9,151
                        
                        
                        
                        4,270Other
      income, net
                        
                        
                        
                        
                        
                        70
                        
                        
                        
                        248
                        
                        
                        
                        363
                        
                        
                        
                        498Interest
      income
                        
                        
                        
                        
                        
                        24
                        
                        
                        
                        4
                        
                        
                        
                        173
                        
                        
                        
                        11Interest
      expense
                        
                        
                        
                        
                        
                        (243
                        )
                        
                        
                        (117
                        )
                        
                        
                        (776
                        )
                        
                        
                        (426
                        )Income
      before income taxes
                        
                        
                        
                        
                        
                        1,940
                        
                        
                        
                        1,781
                        
                        
                        
                        8,911
                        
                        
                        
                        4,353Income
      taxes expenses
                        
                        4
                        
                        
                        
                        (315
                        )
                        
                        
                        -
                        
                        
                        
                        (1,594
                        )
                        
                        
                        -Net
      income
                        
                        
                        
                        
                        
                        
                        1,625
                        
                        
                        
                        1,781
                        
                        
                        
                        7,317
                        
                        
                        
                        4,353Other
      comprehensive (loss) incomeForeign
      currency translation adjustment
                        
                        
                        
                        
                        
                        
                        (6
                        )
                        
                        
                        163
                        
                        
                        
                        258
                        
                        
                        
                        258Comprehensive
      income
                        
                        
                        
                        
                        
                        
                        1,619
                        
                        
                        
                        1,944
                        
                        
                        
                        7,575
                        
                        
                        
                        4,611





The
financial statements should be read in conjunction with the accompanying
notes.


F-1


Chisen
Electric Corporation


(formerly
World Trophy Outfitters, Inc.)





Unaudited
Condensed Consolidated Statements of Operations and Other
Comprehensive Income
 Period
ended from 1 April 2008 to 31 December 2008





Shares
                
                
                Shares
                
                
                Shares
                
                
                SharesEarnings
      per shareWeight
      average number of common stock outstanding-
      basic and diluted
                
                
                50,000,000
                
                
                
                50,000,000
                
                
                
                50,000,000
                
                
                
                50,000,000





US$
                
                
                US$
                
                
                US$
                
                
                US$Net
      income per share of common stock-
      basic and diluted
                
                
                0.03
                
                
                
                0.04
                
                
                
                0.15
                
                
                
                0.09





The
financial statements should be read in conjunction with the accompanying
notes.


F-2


Chisen
Electric Corporation


(formerly
World Trophy Outfitters, Inc.)





Unaudited
Condensed Consolidated Balance Sheets
 As of
December 31, 2008 and March 31, 2008





(Unaudited)As of
                                                    December 31,
                                                    2008
                                                  
                                                  
                                                  As of
                                                    March 31,
                                                    2008Note
                                                  
                                                  
                                                  US$’000
                                                  
                                                  
                                                  US$’000ASSETSCurrent
      assets:Cash
      and cash equivalents
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  5,976
                                                  
                                                  
                                                  
                                                  786Restricted
      bank balances
                                                  
                                                  
                                                  5
                                                  
                                                  
                                                  
                                                  10,942
                                                  
                                                  
                                                  
                                                  6,408Other
      financial assets
                                                  
                                                  
                                                  6
                                                  
                                                  
                                                  
                                                  1,054
                                                  
                                                  
                                                  
                                                  5,035Accounts
      receivable, net
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  27,413
                                                  
                                                  
                                                  
                                                  15,476Other
      receivables
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  384
                                                  
                                                  
                                                  
                                                  453Prepayment
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  2,211
                                                  
                                                  
                                                  
                                                  333Due
      from related parties
                                                  
                                                  
                                                  13(b)
                                                  
                                                  
                                                  
                                                  277
                                                  
                                                  
                                                  
                                                  1,242Inventories
                                                  
                                                  
                                                  7
                                                  
                                                  
                                                  
                                                  19,141
                                                  
                                                  
                                                  
                                                  12,293Total
      current assets
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  67,398
                                                  
                                                  
                                                  
                                                  42,026Available-for-sale
      financial assets
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  877
                                                  
                                                  
                                                  
                                                  856Long-term
      land lease prepayments, net
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  611
                                                  
                                                  
                                                  
                                                  496Property,
      plant and equipment, net
                                                  
                                                  
                                                  8
                                                  
                                                  
                                                  
                                                  4,710
                                                  
                                                  
                                                  
                                                  4,102Total
      assets
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  73,596
                                                  
                                                  
                                                  
                                                  47,480LIABILITIES
      AND SHAREHOLDERS’ EQUITYCurrent
      liabilities:Accounts
      payable
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  10,436
                                                  
                                                  
                                                  
                                                  6,070Notes
      payable
                                                  
                                                  
                                                  9
                                                  
                                                  
                                                  
                                                  21,884
                                                  
                                                  
                                                  
                                                  -Accrued
      expenses and other accrued liabilities
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  3,565
                                                  
                                                  
                                                  
                                                  3,389Due
      to related parties
                                                  
                                                  
                                                  13(b)
                                                  
                                                  
                                                  
                                                  2,249
                                                  
                                                  
                                                  
                                                  6,812Income
      taxes payable
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  222
                                                  
                                                  
                                                  
                                                  118Bank
      borrowings and other loans
                                                  
                                                  
                                                  10
                                                  
                                                  
                                                  
                                                  17,508
                                                  
                                                  
                                                  
                                                  21,36155,864
                                                  
                                                  
                                                  
                                                  37,750Total
      current liabilitiesNon-current
      liabilities:Deferred
      tax liabilities
                                                  
                                                  
                                                  4(c)
                                                  
                                                  
                                                  
                                                  457
                                                  
                                                  
                                                  
                                                  -Government
      subsidies
                                                  
                                                  
                                                  11
                                                  
                                                  
                                                  
                                                  197
                                                  
                                                  
                                                  
                                                  227654
                                                  
                                                  
                                                  
                                                  227Total
      liabilities
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  56,518
                                                  
                                                  
                                                  
                                                  37,977





The
financial statements should be read in conjunction with the accompanying
notes.


F-3


Chisen
Electric Corporation


(formerly
World Trophy Outfitters, Inc.)





Unaudited
Condensed Consolidated Balance Sheets
 As of
December 31, 2008 and March 31, 2008





(Unaudited)As of
                            December 31,
                            2008
                          
                          As of
                            March 31,
                            2008Note
                          
                          
                          US$’000
                          
                          
                          US$’000Commitments
      and contingencies
                          
                          
                          14
                          
                          
                          
                          -
                          
                          
                          
                          -Shareholders’
      equity:Preferred
      stock, US$0.001 per value each:
                            10,000,000
      shares authorized and no shares issued and outstanding
                          
                          
                          
                          
                          
                          
                          -
                          
                          
                          
                          -Common
      stock, US$0.001 par value each:
                            100,000,000
      shares authorized
                            50,000,000 shares
      issued and outstanding
                          
                          
                          1
                          
                          
                          
                          50
                          
                          
                          
                          50Additional
      paid-in capital
                          
                          
                          
                          
                          
                          
                          144
                          
                          
                          
                          144Statutory
      reserves
                          
                          
                          12
                          
                          
                          
                          921
                          
                          
                          
                          71Accumulated
      other comprehensive income
                          
                          
                          
                          
                          
                          
                          928
                          
                          
                          
                          670Retained
      earnings
                          
                          
                          
                          
                          
                          
                          15,035
                          
                          
                          
                          8,568Total
      shareholders’ equity
                          
                          
                          
                          
                          
                          
                          17,078
                          
                          
                          
                          9,503Total
      liabilities and shareholders’ equity
                          
                          
                          
                          
                          
                          
                          73,596
                          
                          
                          
                          47,480





The
financial statements should be read in conjunction with the accompanying
notes.


F-4


Chisen
Electric Corporation


(formerly
World Trophy Outfitters, Inc.)





Unaudited
Condensed Consolidated Statements of Changes in Shareholders'
Equity
 Period
ended from 1 April 2008 to 31 December 2008





AccumulatedCommon stock issued
                      
                      
                      Additional
                      
                      
                      
                      
                      
                      otherNumber
                      
                      
                      
                      
                      
                      paid-in
                      
                      
                      Statutory
                      
                      
                      comprehensive
                      
                      
                      Retainedof shares
                      
                      
                      Amount
                      
                      
                      capital
                      
                      
                      reserves
                      
                      
                      income
                      
                      
                      earnings
                      
                      
                      TotalUS$’000
                      
                      
                      US$’000
                      
                      
                      US$’000
                      
                      
                      US$’000
                      
                      
                      US$’000
                      
                      
                      US$’000Balance
      as of April 1, 2007
                      
                      
                      50,000,000
                      
                      
                      
                      50
                      
                      
                      
                      144
                      
                      
                      
                      -
                      
                      
                      
                      61
                      
                      
                      
                      1,938
                      
                      
                      
                      2,193Net
      income
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      6,701
                      
                      
                      
                      6,701Transfer
      to statutory reserves
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      71
                      
                      
                      
                      
                      
                      
                      
                      (71
                      )
                      
                      
                      -Foreign
      currency translation adjustment
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      609
                      
                      
                      
                      -
                      
                      
                      
                      609Balance
      as of March 31, 2008
                      
                      
                      50,000,000
                      
                      
                      
                      50
                      
                      
                      
                      144
                      
                      
                      
                      71
                      
                      
                      
                      670
                      
                      
                      
                      8,568
                      
                      
                      
                      9,503Net
      income
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      7,317
                      
                      
                      
                      7,317Transfer
      to statutory reserves
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      850
                      
                      
                      
                      
                      
                      
                      
                      (850
                      )
                      
                      
                      -Foreign
      currency translation adjustment
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      258
                      
                      
                      
                      -
                      
                      
                      
                      258Balance
      as of December 31, 2008 (Unaudited)
                      
                      
                      50,000,000
                      
                      
                      
                      50
                      
                      
                      
                      144
                      
                      
                      
                      921
                      
                      
                      
                      928
                      
                      
                      
                      15,035
                      
                      
                      
                      17,078





The
financial statements should be read in conjunction with the accompanying
notes.


F-5


Chisen
Electric Corporation


(formerly
World Trophy Outfitters, Inc.)





Unaudited
Condensed Consolidated Statements of Cash Flows
 Nine
months ended 31 December 2008 and 2007








(Unaudited)
                              Nine months ended
                              December 31,2008
                            
                            
                            2007US$’000
                            
                            
                            US$’000Cash
      flows from operating activitiesNet
      income
                            
                            
                            7,317
                            
                            
                            
                            4,353Adjustments
      to reconcile net income to net cash provided by operating
      activities:Depreciation
      of property, plant and equipment
                            
                            
                            328
                            
                            
                            
                            181Written
      off of property, plant and equipment
                            
                            
                            10
                            
                            
                            
                            -Amortization
      of long-term land lease prepayments
                            
                            
                            43
                            
                            
                            
                            7Exchange
      differences
                            
                            
                            (333
                            )
                            
                            
                            175Provision
      for warranty costs
                            
                            
                            (305
                            )
                            
                            
                            (123
                            )Government
      grant recognized
                            
                            
                            (35
                            )
                            
                            
                            -Investment
      income from available-for-sale financial assets
                            
                            
                            -
                            
                            
                            
                            (79
                            )Deferred
      taxation
                            
                            
                            457
                            
                            
                            
                            -Changes
      in assets and liabilities:Other
      financial assets
                            
                            
                            4,105
                            
                            
                            
                            328Accounts
      receivable, net
                            
                            
                            (11,557
                            )
                            
                            
                            (5,415
                            )Other
      receivables
                            
                            
                            80
                            
                            
                            
                            (147
                            )Prepayment
                            
                            
                            (1,869
                            )
                            
                            
                            (337
                            )Inventories,
      net
                            
                            
                            (6,546
                            )
                            
                            
                            (4,440
                            )Accounts
      payable
                            
                            
                            4,217
                            
                            
                            
                            2,232Notes
      payable
                            
                            
                            21,884
                            
                            
                            
                            (136
                            )Accrued
      expenses and other accrued liabilities
                            
                            
                            428
                            
                            
                            
                            66Income
      taxes payable
                            
                            
                            104
                            
                            
                            
                            -Net
      cash provided by (used in) operating activities
                            
                            
                            18,328
                            
                            
                            
                            (3,335
                            )Cash
      flows from investing activitiesAcquisition
      of available-for-sale financial assets
                            
                            
                            -
                            
                            
                            
                            (740
                            )Purchase
      of property, plant and equipment
                            
                            
                            (911
                            )
                            
                            
                            (828
                            )Additions
      of long-term land lease prepayments
                            
                            
                            (113
                            )
                            
                            
                            (67
                            )Investment
      in restricted bank balances, net
                            
                            
                            (4,377
                            )
                            
                            
                            (2,598
                            )Net
      cash used in investing activities
                            
                            
                            (5,401
                            )
                            
                            
                            (4,233
                            )Cash
      flows from financing activitiesAdvanced
      from related parties, net
                            
                            
                            (3,735
                            )
                            
                            
                            (931
                            )Proceeds
      from short-term bank loans
                            
                            
                            17,508
                            
                            
                            
                            15,039Repayment
      of short-term bank loans
                            
                            
                            (21,885
                            )
                            
                            
                            (4,785
                            )Net
      cash (used in) provided by financing activities
                            
                            
                            (8,112
                            )
                            
                            
                            9,323Net
      increase in cash and cash equivalents
                            
                            
                            4,815
                            
                            
                            
                            1,755Cash
      and cash equivalents, beginning of period
                            
                            
                            786
                            
                            
                            
                            719Effect
      on exchange rate changes
                            
                            
                            375
                            
                            
                            
                            -Cash
      and cash equivalents, end of period
                            
                            
                            5,976
                            
                            
                            
                            2,474





The
financial statements should be read in conjunction with the accompanying
notes.


F-6


Chisen
Electric Corporation


(formerly
World Trophy Outfitters, Inc.)





Unaudited
Condensed Consolidated Statements of Cash Flows
 Nine
months ended 31 December 2008 and 2007





(Unaudited)
                  Nine months ended
                  December 31,2008
                
                
                2007US$’000
                
                
                US$’000Supplemental
      disclosure of cash flow informationInterest
      received
                
                
                712
                
                
                
                424Interest
      paid
                
                
                173
                
                
                
                11Tax
      paid
                
                
                1,037
                
                
                
                -Non-cash
      investing activityPurchase
      of property, plant and equipment recorded as payable to
      contractors
                
                
                31
                
                
                
                44





The
financial statements should be read in conjunction with the accompanying
notes.


F-7


Chisen
Electric Corporation


(formerly
World Trophy Outfitters, Inc.)





Notes
to and Forming Part of Unaudited Condensed Consolidated Financial
Statements
 Period
ended from 1 April 2008 to 31 December 2008







1.
            ORGANIZATION
      AND PRINCIPAL ACTIVITIES




Chisen
Electric Corporation (“Chisen Electric”), formerly known as World Trophy
Oufitters, Inc., was formed as a Nevada corporation on January 13, 2005. Its
common stocks are currently trading on the Over-The-Counter Bulletin Board of
NASDAQ.





Chisen
Electric is an investment holding company with no operation. The principal
activities of its subsidiaries (together with Chisen Electric, collectively
referred as “the Company”) are manufacture and sales of sealed lead-acid battery
products and investment holding.





Details
of Chisen Electric’s subsidiary as of December 31, 2008 are as
follows:





Name
                            
                            Place and
                              date of
                              establishment /
                              incorporation
                            
                            Percentage of
                              effective equity
                              interest / voting
                              right
                              attributable to
                              the Company
                            
                            Principal activitiesFast
      More Limited (“Fast More”)
                            
                            Hong
      Kong
                              
                              December
      17, 2007
                            
                            100%
                            
                            Investment
      holdingChangxing Chisen Battery Co.,
      Limited (“Changxing Chisen”) *
                            
                            Zhejiang,
                              the
      People’s
                              Republic
      of
                              China
      (“PRC”)
                              February
      25, 2002
                            
                            100%
                            
                            Manufacture
      and
                              sales
      of sealed lead-
                              acid
      battery
products




*
            This is direct translation of
      name in Chinese for identification purpose only and is not the official
      name in English.




On
November 12, 2008, Chisen Electric entered into a Share Exchange Agreement
(“Exchange”) with Fast More, Cheer Gold Development Limited (“Cheer Gold”) and
Floster Investment Limited (Floster Investment Limited and together with Cheer
Gold, the “Stockholders”) whereby Chisen Electric acquired all of the issued and
outstanding common stock of Fast More from the Stockholders in exchange for the
issuance by Chisen Electric to the Stockholders of an aggregate 35,000,000
newly-issued shares of Chisen Electric’s common stock, par value of US$0.001
each, representing 70% of Chisen Electric’s common stock issued and outstanding
upon completion of the share exchange (the “Share Exchange
Transaction”).




Prior to
the closing of the Share Exchange Transaction, Chisen Electric implemented a 3
for 1 forward stock split, resulting to the increase of Chisen Electric’s common
stock issued and outstanding from 11,219,400 shares to 33,658,200 shares,
immediately before the completion of the Share Exchange
Transaction.


F-8


Chisen
Electric Corporation


(formerly
World Trophy Outfitters, Inc.)





Notes
to and Forming Part of Unaudited Condensed Consolidated Financial
Statements
 Period
ended from 1 April 2008 to 31 December 2008







1.
            ORGANIZATION
      AND PRINCIPAL ACTIVITIES
(CONTINUED)




Upon the
Completion of the Share Exchange Transaction (including, but not limited to, the
cancellation of the 18,658,200 shares of Chisen Electric’s common stock
concurrent and simultaneous with the consummation of the Share Exchange
Agreement) on November 12, 2008, there were 50,000,000 shares of Chisen
Electric’s common stock issued and outstanding.




The
acquisition by Chisen Electric of Fast More is deemed to be a reverse
acquisition in accordance with generally accepted accounting principles. In
accordance with the Accounting and Financial Reporting Interpretations and
Guidance prepared by the staff of the U.S. Securities and Exchange Commission,
Chisen Electric (the legal acquirer) is considered the accounting acquiree and
Fast More (the legal acquiree) is considered the accounting acquirer. The
consolidated financial statements of the consolidated entity will in substance
be those of Fast More, with the assets and liabilities, and revenues and
expenses, of Chisen Electric being included effective from the date of
completion of Share Exchange Transaction. Chisen Electric is deemed to be a
continuation of business of Fast More. The outstanding common stock of Chisen
Electric prior to the Share Exchange Transaction will be accounting for at their
net book value and no goodwill will be recognized.




In order
to rationalize the corporate structure and prepare for the Share Exchange
Transaction, Fast More and Changxing Chisen (collectively referred to as “the
Fast More Group”) underwent a reorganization (“Reorganization”). On February 16,
2008, Fast More acquired the 51%, 9% and 40% equity interest in Changxing Chisen
from Mr. Xu Ke Cheng, Mr. Xu Ke Yong and BEME International Co., Limited at a
consideration of RMB6,502,500 (equivalent to USD926,000), RMB1,147,500
(equivalent to USD164,000) and RMB5,100,000 (equivalent to USD726,000)
respectively. Upon the completion of the transactions, Changxing Chisen became a
wholly-owned subsidiary of Fast More.





Since the ultimate beneficial owner of
the companies now comprising the Fast More Group was, all the time prior to the
completion of the Reorganization, Mr. Xu Ke Cheng, the ownership transfer
transaction was accounted for as a transfer of entities under common control in
accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141,
“Business Combinations”. Hence, the consolidation has been accounted for at
historical cost and prepared on the basis as if the Reorganization had become
effective as of the beginning of the first period presented in the accompanying
consolidated financial statements.




F-9




Chisen
Electric Corporation


(formerly
World Trophy Outfitters, Inc.)





Notes
to and Forming Part of Unaudited Condensed Consolidated Financial
Statements
 Period
ended from 1 April 2008 to 31 December 2008







2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES




Basis
of presentations


The
unaudited condensed consolidated financial statements of the Company 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 December 2008 and for all periods
presented.




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 23, 2008 for the year ended March 31, 2008,
together with the audited consolidated financial statements and accompanying
notes in respect of Fast More Limited for the year ended March 31, 2008 included
in the Chisen Electric’s Form-8K filed on November 12, 2008 in connection with
the Exchange as mentioned in Note 1 above. The results of operations for the
three and nine months ended December 31, 2008 and 2007 are not necessarily
indicative of the operating results to be expected for the full
year.




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 subsidiary. All significant intercompany accounts and
transactions have been eliminated upon consolidation.




Revenue
recognition


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




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


F-10


Chisen
Electric Corporation


(formerly
World Trophy Outfitters, Inc.)





Notes
to and Forming Part of Unaudited Condensed Consolidated Financial
Statements
 Period
ended from 1 April 2008 to 31 December 2008







2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)




Research
and development


All costs
of research and development activities are generally expensed as incurred.
Research and development costs were US$26,000 and US$4,000 for the three months
ended December 31, 2008 and 2007 respectively, and US$102,000 and US$30,000 for
the nine months ended December 31, 2008 and 2007
respectively.




Advertising
and promotion costs


Advertising
and promotion costs are expensed as sales, marketing and distribution costs as
incurred. Advertising costs were US$71,000 and US$59,000 for the three months
ended December 31, 2008 and 2007 respectively, and US$196,000 and US$126,000 the
nine months ended December 31, 2008 and 2007 respectively.




Retirement
plan costs


Contributions
to defined contribution retirement schemes are charged to general and
administrative expenses in the consolidated statements of operations and
comprehensive income as and when the related employee services are provided.
Retirement plan costs were US$33,000 and US$9,000 for the three months ended
December 31, 2008 and 2007 respectively, and US$98,000 and US$27,000 for the
nine months ended December 31, 2008 and 2007 respectively.




Income
taxes




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





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





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




Comprehensive
income




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


F-11


Chisen
Electric Corporation


(formerly
World Trophy Outfitters, Inc.)





Notes
to and Forming Part of Unaudited Condensed Consolidated Financial
Statements
 Period
ended from 1 April 2008 to 31 December 2008







2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)




Available-for-sale
financial assets


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




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




Property,
plant and equipment (“PPE”) and long-term land lease prepayments


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




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




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





Buildings
                
                20
      yearsFurniture,
      fixtures and office equipment
                
                10
      yearsMotor
      vehicles
                
                5
      yearsPlant
      and machinery
                
                10
      years




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




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


F-12


Chisen
Electric Corporation


(formerly
World Trophy Outfitters, Inc.)





Notes
to and Forming Part of Unaudited Condensed Consolidated Financial
Statements
 Period
ended from 1 April 2008 to 31 December 2008







2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)




Impairment
of long-lived assets


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




Inventories


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




Accounts
receivables and allowance for doubtful accounts


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





Cash
and cash equivalents


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





Foreign currency
translation


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





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


F-13




Chisen
Electric Corporation


(formerly
World Trophy Outfitters, Inc.)





Notes
to and Forming Part of Unaudited Condensed Consolidated Financial
Statements
 Period
ended from 1 April 2008 to 31 December 2008




2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)





Foreign
currency translation (Continued)


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





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




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




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




Fair
value of financial instruments


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




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




Warranty


Estimated
warranty costs are recognized at the time when the Company sells its products
and are included in sale, marketing and distribution expenses. The Company use
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:




(Unaudited)
                                    Three months ended
                                    December 31,
                                  
                                  
                                  (Unaudited)
                                    Nine months ended
                                    December 31,2008
                                  
                                  
                                  2007
                                  
                                  
                                  2008
                                  
                                  
                                  2007US$’000
                                  
                                  
                                  US$’000
                                  
                                  
                                  US$’000
                                  
                                  
                                  US$’000Beginning
      balance
                                  
                                  
                                  114
                                  
                                  
                                  
                                  479
                                  
                                  
                                  
                                  413
                                  
                                  
                                  
                                  220Accrual
      for warranties issued during the period
                                  
                                  
                                  36
                                  
                                  
                                  
                                  38
                                  
                                  
                                  
                                  172
                                  
                                  
                                  
                                  405Settlement
      made during the period
                                  
                                  
                                  (42
                                  )
                                  
                                  
                                  (175
                                  )
                                  
                                  
                                  (477
                                  )
                                  
                                  
                                  (283
                                  )Closing
      balance
                                  
                                  
                                  108
                                  
                                  
                                  
                                  342
                                  
                                  
                                  
                                  108
                                  
                                  
                                  
                                  342


F-14


Chisen
Electric Corporation


(formerly
World Trophy Outfitters, Inc.)





Notes
to and Forming Part of Unaudited Condensed Consolidated Financial
Statements
 Period
ended from 1 April 2008 to 31 December 2008




2.
            SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES
(CONTINUED)




Government
subsidies


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




Operating
leases


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





Related
parties


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




Earnings
per share


Basic
earnings per share is computed by dividing income available to common
stockholders by the weighted-average number of common stocks outstanding during
the 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 the three and nine months
ended December 31, 2008 and 2007.





Recently
issued accounting standards


In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles”. SFAS No. 162 identifies the sources of accounting
principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with GAAP (the GAAP hierarchy). SFAS No. 162 will be
effective 60 days following the SEC’s approval of the Public Company Accounting
Oversight Board amendment to AU Section 411, The Meaning of Present Fairly in
Conformity with Generally Accepted Accounting Principles. The Company is
currently evaluating the impact of the adoption of SFAC No. 162 on the Company’s
financial statements.


F-15


Chisen
Electric Corporation


(formerly
World Trophy Outfitters, Inc.)





Notes
to and Forming Part of Unaudited Condensed Consolidated Financial
Statements
 Period
ended from 1 April 2008 to 31 December 2008




2.
            SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES
(CONTINUED)




Recently
issued accounting standards (Continued)





On
September 12, 2008, the FASB issued FASB staff position No. 133-1 (FSP 133-1)
and FIN 45-4, Disclosures about credit derivatives and Certain Guarantees- An
amendment of SFAS 133 and FIN 45; and Clarification of the Effective Date of
SFAS 161. FSP 13-1 and FIN 45-4 expand the disclosure requirement of credit
derivatives and guarantees and are effective for reporting periods (annual and
interim) ending after November 15, 2008. The adoption of these statements is not
expected to have a material effect on the Company’s financial
statements.





On
October 10, 2008, the FASB issued a FASB staff position No. FAS 157-3,
Determining the Fair Value of a Financial Asset When the Market for That Asset
Is Not Active (FSP 157-3), clarifies the application of SFAS 157 in a market
that is not active. Besides, the FASB also issued a FASB Staff Position No. FAS
157-2, Effective Date of FAS 13 Statement No.157, amending SFAS 157 for
non-financial assets and non-financial liabilities, except for items that are
recognized or disclosed at fair value in the financial statements on a recurring
basis at least annually, until fiscal years beginning after November 15, 2008,
and interim period within these fiscal years. The adoption of these new
pronouncements does not have a material impact on the Company’s financial
statements.


3.
              OPERATING
      RISKS
 
 (a)
                Concentration
      of major customers and
suppliers
 
 (Unaudited)
                                                                                    Three months ended
                                                                                    December 31,
                                                                                  
                                                                                  
                                                                                  (Unaudited)
                                                                                    Nine months ended
                                                                                    December 31,2008
                                                                                  
                                                                                  
                                                                                  2007
                                                                                  
                                                                                  
                                                                                  2008
                                                                                  
                                                                                  
                                                                                  2007Major
      customers with revenues of more than 10% of the Company’s
      salesSales
      to major customers
                                                                                  
                                                                                  US$
                                                                                  11,495,000
                                                                                  
                                                                                  
                                                                                  US$
                                                                                  10,767,000
                                                                                  
                                                                                  
                                                                                  US$
                                                                                  44,580,000
                                                                                  
                                                                                  
                                                                                  US$
                                                                                  24,828,000Percentage
      of sales
                                                                                  
                                                                                  
                                                                                  49
                                                                                  %
                                                                                  
                                                                                  
                                                                                  62
                                                                                  %
                                                                                  
                                                                                  
                                                                                  55
                                                                                  %
                                                                                  
                                                                                  
                                                                                  56
                                                                                  %Number
                                                                                  
                                                                                  
                                                                                  1
                                                                                  
                                                                                  
                                                                                  
                                                                                  1
                                                                                  
                                                                                  
                                                                                  
                                                                                  1
                                                                                  
                                                                                  
                                                                                  
                                                                                  2Major
      suppliers with purchases of more than 10% of the Company’s
      purchasesPurchases
      from major suppliers
                                                                                  
                                                                                  US$
                                                                                  5,790,000
                                                                                  
                                                                                  
                                                                                  US$
                                                                                  9,030,000
                                                                                  
                                                                                  
                                                                                  US$
                                                                                  22,563,000
                                                                                  
                                                                                  
                                                                                  US$
                                                                                  16,790,000Percentage
      of purchases
                                                                                  
                                                                                  
                                                                                  29
                                                                                  %
                                                                                  
                                                                                  
                                                                                  85
                                                                                  %
                                                                                  
                                                                                  
                                                                                  29
                                                                                  %
                                                                                  
                                                                                  
                                                                                  39
                                                                                  %Number
                                                                                  
                                                                                  
                                                                                  2
                                                                                  
                                                                                  
                                                                                  
                                                                                  5
                                                                                  
                                                                                  
                                                                                  
                                                                                  2
                                                                                  
                                                                                  
                                                                                  
                                                                                  3
 F-16


Chisen
Electric Corporation


(formerly
World Trophy Outfitters, Inc.)





Notes
to and Forming Part of Unaudited Condensed Consolidated Financial
Statements
 Period
ended from 1 April 2008 to 31 December 2008




3.
            OPERATING
      RISKS (CONTINUED)




(a)
            Concentration
      of major customers and suppliers (Continued)




Accounts
receivable related to the Company’s major customers for the three and nine
months ended December 31, 2008 comprised 84% of all account receivables as of
December 31, 2008.





Accounts
payable related to the Company’s major suppliers for the three months ended
December 31, 2008 comprised 10% of all account payables as of December 31,
2008.





Accounts
payable related to the Company’s major suppliers for the nine months ended
December 31, 2008 comprised 18% of all account payables as of December 31,
2008.




Credit
risk represents the accounting loss that would be recognized at the reporting
date if counterparties failed to perform as contracted. Concentrations of credit
risk (whether on or off balance sheet) that arise from financial economic
characteristics that would cause their ability to meet contractual obligations
to be similarly affected by changes in economic or other conditions. The major
concentrations of credit risk arise from the Company’s accounts receivable. Even
though the Company has major concentrations, it does not consider itself exposed
to significant risk with regards to the related receivables.
 
 (b)
                Country
      risks
  Chisen
Electric’s major subsidiary has operation conducted in the PRC. Accordingly, its
business, financial condition and result of operation maybe influenced by the
political, economic and legal environments in the PRC, and by the general state
of the PRC economy.
  The
operation in the PRC is subject to special considerations and significant risks
not typically associated with companies in the United States. These include
risks associated with, among others, the political, economic and legal
environment and foreign currency exchange and remittance restrictions. The
Company’s results maybe adversely affected by changes in the political and
social conditions in the PRC, and by changes in governmental policies with
respect to laws and regulations, anti-inflationary measures, currency
conversion, remittances abroad, and rates and methods of taxation, inter alia.
The management does not believe these risks to be significant. There can be no
assurance, however, those changes in political and other conditions will not
result in any adverse impact.


F-17


Chisen
Electric Corporation


(formerly
World Trophy Outfitters, Inc.)





Notes
to and Forming Part of Unaudited Condensed Consolidated Financial
Statements
 Period
ended from 1 April 2008 to 31 December 2008




3.
            OPERATING
      RISKS (CONTINUED)





(c)
            Cash
      and time deposits





The
Company mainly maintains its cash balances with various banks located in the
PRC. In common with local practice, such amounts are not insured or otherwise
protected should the financial institutions be unable to meet their liabilities.
There has been no history of credit losses. There are neither material
commitment fees nor compensating balance requirements for any outstanding loans
of the Company.





4.
            INCOME
      TAXES





Chisen
Electric had a net operating loss carry-forward for income tax reporting
purposes that might be offset against future taxable income. These net operating
loss carry-forwards are severely limited when Chisen Electric experiences a
change in control. Therefore, following the Exchange as mentioned in Note 1 in
November 2008, the amount available to offset future taxable income is limited.
No tax benefit has been reported in the financial statements, because Chisen
Electric believes that it is more likely than not that the carry-forwards will
finally expire and therefore cannot be used. Accordingly, the potential tax
benefits of the loss carry-forwards are offset by a valuation allowance of the
same amount.





Chisen
Electric’s subsidiaries are subject to income taxes on an entity basis on income
arising in or derived from the tax jurisdictions in which each entity domiciles
and operates.





Hong Kong
Profits Tax has not been provided as Fast More had no assessable profit for the
period.





Changxing
Chisen is subject to state and local enterprise income taxes in the PRC at a
standard rate of 30% and 3%, respectively, up to December 31, 2007.





Pursuant
to the Income Tax Law for Foreign Invested Enterprises and Foreign Owned
Enterprise of the PRC which was abolished on January 1, 2008, Changxing Chisen
was eligible to enjoy a preferential enterprise income tax rate of 26.4%.
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. These tax incentives shall continue to be in
force up to December 31, 2010 notwithstanding the new Enterprise Income Tax Law
(the “New EIT Law”) as mentioned below.


F-18


Chisen
Electric Corporation


(formerly
World Trophy Outfitters, Inc.)





Notes
to and Forming Part of Unaudited Condensed Consolidated Financial
Statements
 Period
ended from 1 April 2008 to 31 December 2008





4.
            INCOME
      TAXES (CONTINUED)





In March
2007, the National People’s Congress enacted the New EIT Law, which became
effective on January 1, 2008. In December 2007, the State Council promulgated
the “Implementation
Regulations to the EIT Lawand the Notice to Enterprise Income Tax
Transition Incentive Policy”, which also became effective on January 1,
2008.





Under
those laws and regulations, a unified income tax rate of 25% will apply to all
domestic and foreign invested enterprises, unless they qualify for special tax
benefits under certain limited exceptions. The applicable income tax for the PRC
Subsidiary will be 25% for year 2008 onwards. Since the deferred tax assets and
deferred tax liabilities shall be measured at the tax rates that are expected to
apply to the periods when the asset is realized or the liability is settled, the
change in the applicable tax rate will affect the determination of the carrying
values of deferred tax assets and deferred tax liabilities of the PRC
Subsidiaries. The Company recognizes the deferred tax balances based on their
best estimation on the effects of the New EIT Law and will continue to evaluate
the impact on its operating results and financial positions of future periods as
more detailed rules and other related regulations are announced.





Dividends
payable by a foreign invested enterprise to its foreign investors in Hong Kong
are subject to a 5% withholding tax.





(a)
              Income
      tax expenses are comprised of the
following:





(Unaudited)
                                  Three months ended
                                  December 31,
                                
                                
                                (Unaudited)
                                  Nine months ended
                                  December 31,2008
                                
                                
                                2007
                                
                                
                                2008
                                
                                
                                2007US$’000
                                
                                
                                US$’000
                                
                                
                                US$’000
                                
                                
                                US$’000Current
      taxes arising in the PRC:For
      the period
                                
                                
                                232
                                
                                
                                
                                -
                                
                                
                                
                                1,137
                                
                                
                                
                                -Deferred
      taxes arising in the PRC:For
      the period
                                
                                
                                83
                                
                                
                                
                                -
                                
                                
                                
                                457
                                
                                
                                
                                -315
                                
                                
                                
                                -
                                
                                
                                
                                1,594
                                
                                
                                
                                -


In July
2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”), which
clarifies the accounting and disclosure for uncertainty in tax positions, as
defined, and prescribes the measurement process and a minimum recognition
threshold for a tax position, taken or expected to be taken in a tax return,
that is required to be met before being recognized in the financial statements.
Under FIN 48, the Company must recognize the tax benefit from an uncertain
position only if it is more-likely-than-not the tax position will be sustained
on examination by the taxing authority, based on the technical merits of the
position. The tax benefits recognized in the financial statements attributable
to such position are measured based on the largest benefit that has a greater
than 50% likelihood of being realized upon the ultimate resolution of the
position.




F-19


Chisen
Electric Corporation


(formerly
World Trophy Outfitters, Inc.)





Notes
to and Forming Part of Unaudited Condensed Consolidated Financial
Statements
 Period
ended from 1 April 2008 to 31 December 2008




4.
            INCOME
      TAXES (CONTINUED)




Subject
to the provision of FIN 48, the Company has analyzed its filing positions in all
of the domestic and foreign jurisdictions where it is required to file income
tax returns. As of December 31 2008 and March 31, 2008, the Company has
identified the following jurisdictions as “major” tax jurisdictions, as defined,
in which it is required to file income tax returns: United States, Hong Kong and
the PRC. Based on the evaluations noted above, the Company has concluded that
there are no significant uncertain tax positions requiring recognition in its
consolidated financial statements.




As of
December 31, 2008 and March 31, 2008, the Company had no unrecognized tax
benefits or accruals for the potential payment or interest and penalties. The
Company’s policy is to record interest and penalties in this connection as a
component of the provision for income tax expense. For the three and nine months
ended December 31, 2008 and 2007, 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%(2007: 33%) is as
      follows:


F-20


Chisen
Electric Corporation


(formerly
World Trophy Outfitters, Inc.)





Notes
to and Forming Part of Unaudited Condensed Consolidated Financial
Statements
 Period
ended from 1 April 2008 to 31 December 2008





(Unaudited)
                                        Three months ended
                                        December 31,
                                      
                                      
                                      (Unaudited)
                                        Nine months ended
                                        December 31,2008
                                      
                                      
                                      2007
                                      
                                      
                                      2008
                                      
                                      
                                      2007US$’000
                                      
                                      
                                      US$’000
                                      
                                      
                                      US$’000
                                      
                                      
                                      US$’000Expected
      income tax expenses
                                      
                                      
                                      483
                                      
                                      
                                      
                                      553
                                      
                                      
                                      
                                      2,235
                                      
                                      
                                      
                                      1,440Effect
      on tax incentives / holiday
                                      
                                      
                                      (235
                                      )
                                      
                                      
                                      (553
                                      )
                                      
                                      
                                      (1,103
                                      )
                                      
                                      
                                      (1,440
                                      )Non-deductible
      items
                                      
                                      
                                      55
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      117
                                      
                                      
                                      
                                      -Withholding
      tax
                                      
                                      
                                      83
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      457Others
                                      
                                      
                                      (71
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (112
                                      )
                                      
                                      
                                      -Income
      tax expenses
                                      
                                      
                                      315
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      1,594
                                      
                                      
                                      
                                      -




(c)
              Components
      of net deferred tax liabilities were as
follows:





(Unaudited)As of
                                        December 31,
                                      
                                      As of
                                        March 31,2008
                                      
                                      2007US$’000
                                      
                                      US$’000Withholding
      tax
                                      
                                      457
                                      
                                      -





5.
            RESTRICTED
      BANK BALANCES





Restricted
bank balances represented time deposits with original maturity between three and
twelve months. As of December 31, 2008, all restricted bank balances were
pledged for the issue of notes payable as disclosed in Note 9 below. As of March
31, 2008, all restricted bank balances were pledged to secure bills financing as
set out in Note 10 below.


6.
                OTHER
      FINANCIAL ASSETS
 
 Other
financial assets represented notes receivable from customers for the settlement
of accounts receivable balances. As of December 31, 2008 and March 31, 2008, all
notes receivable were guaranteed by established banks in the PRC and had
maturities of 6 months or less from the date of issue. The fair value of the
notes receivable approximated their carrying value.


F-21


Chisen
Electric Corporation


(formerly
World Trophy Outfitters, Inc.)





Notes
to and Forming Part of Unaudited Condensed Consolidated Financial
Statements
 Period
ended from 1 April 2008 to 31 December 2008




7.
            INVENTORIES,
      NET




Inventories
consisted of the followings:




(Unaudited)As of
                        December 31,
                      
                      
                      As of
                        March 31,2008
                      
                      
                      2008US$’000
                      
                      
                      US$’000Raw
      materials
                      
                      
                      2,664
                      
                      
                      
                      1,283Work-in-progress
      and semi-finished goods
                      
                      
                      10,707
                      
                      
                      
                      4,796Finished
      goods
                      
                      
                      5,770
                      
                      
                      
                      6,21419,141
                      
                      
                      
                      12,293




8.
            PROPERTY,
      PLANT AND EQUIPMENT, NET





Property,
plant and equipment is summarized as follows:





(Unaudited)As of
                        December 31,
                      
                      
                      As of
                        March 31,2008
                      
                      
                      2008US$’000
                      
                      
                      US$’000Buildings
                      
                      
                      2,619
                      
                      
                      
                      2,213Plant
      and machinery
                      
                      
                      2,089
                      
                      
                      
                      1,545Motor
      vehicles
                      
                      
                      780
                      
                      
                      
                      598Furniture,
      fixtures and office equipment
                      
                      
                      351
                      
                      
                      
                      215Construction-in-progress
                      
                      
                      48
                      
                      
                      
                      3625,887
                      
                      
                      
                      4,933Accumulated
      depreciation
                      
                      
                      (1,177
                      )
                      
                      
                      (831
                      )4,710
                      
                      
                      
                      4,102





Depreciation
expenses were US$122,000 and US$67,000 for the three months ended December 31,
2008 and 2007 respectively, and US$328,000 and US$181,000 for the nine months
ended December 31, 2008 and 2007 respectively.





The
Company has pledged certain buildings and machineries as collaterals against
general banking facilities granted to the PRC Subsidiary. Details of which are
disclosed in Note 10.


F-22


Chisen
Electric Corporation


(formerly
World Trophy Outfitters, Inc.)





Notes
to and Forming Part of Unaudited Condensed Consolidated Financial
Statements
 Period
ended from 1 April 2008 to 31 December 2008





9.
            NOTES
      PAYABLE





All notes
payable were interest-free notes, repayable within six months from date of issue
and fully collateralized by restricted bank balances as set out in Note 5 and
certain land use rights and buildings as set out in Note 10(i)
below.




10.
            BANK
      BORROWINGS AND OTHER LOANS




Bank
borrowings and other loans comprise of the followings:





(Unaudited)As of
                                December 31,
                              
                              
                              As of
                                March 31,Note
                              
                              2008
                              
                              
                              2008US$’000
                              
                              
                              US$’000Short-term
      bank loans
                              
                              (i)
                              
                              
                              16,049
                              
                              
                              
                              8,544Bills
      financing
                              
                              
                              
                              
                              -
                              
                              
                              
                              12,817Short-term
      loan from a third party
                              
                              (ii)
                              
                              
                              1,459
                              
                              
                              
                              -17,508
                              
                              
                              
                              21,361




(i)
              Short-term bank
      loans




Short-term
bank loans represent amounts due to various banks which are due within 12
months, and these loans can normally be renewed with the banks upon
expiry/maturity.




The loans
are collateralized by land use rights and buildings of the Company with carrying
values as follows:





(Unaudited)As of
                      December 31,
                    
                    
                    As of
                      March 31,2008
                    
                    
                    2008US$’000
                    
                    
                    US$’000Land
      use rights
                    
                    
                    611
                    
                    
                    
                    119Buildings
                    
                    
                    2,143
                    
                    
                    
                    5952,754
                    
                    
                    
                    714




F-23


Chisen
Electric Corporation


(formerly
World Trophy Outfitters, Inc.)





Notes
to and Forming Part of Unaudited Condensed Consolidated Financial
Statements
 Period
ended from 1 April 2008 to 31 December 2008




10.
            BANK
      BORROWINGS AND OTHER LOANS
(CONTINUED)




(i)
              Short-term
      bank loans (Continued)




Various
parties have also issued guarantee against these short-term bank loans, which
are set out in Note 13(d) below.




The
weighted average annual interest rates of the short-term bank loans were 7.42%
as of December 31, 2008 respectively.




(ii)
              Short-term
      loan from a third party




The
amount due is unsecured, interest-free and due within 12
months.





11.
              GOVERNMENT
      SUBSIDIES





During
the year ended March 31, 2008, the Company received a government grant of
approximately US$231,000 for the purpose of subsidising its acquisition of
property, plant and equipment for an equivalent amount, of which approximately
US$12,000 and US$35,000 were credited to the statement of operations for the
three and nine months ended December 31, 2008 respectively.





12.
            DISTRIBUTION
      OF INCOME





As
stipulated by the relevant laws and regulations for Sino-foreign joint
enterprises in the PRC, Changxing Chisen is required to maintain certain
statutory reserves, which include a general reserve fund, an enterprise
expansion fund and a staff welfare and incentive bonus fund. The statutory
reserves are to be appropriated from statutory net income as stipulated by
statute or by the board of directors of a subsidiary and recorded as a component
of shareholders' equity.





However,
upon completion of the Reorganization as detailed in Note 1, Changxing Chisen
became wholly owned foreign-invested enterprises when all of their equity
interest have been acquired by the Company and are required by relevant laws and
regulation to transfer at least 10% of their after-tax profit determined in
accordance with the PRC accounting rules and regulations to a statutory surplus
reserve until such reserve balance reaches 50% of Changxing Chisen’s registered
capital.





For the
year ended March 31, 2008, the Company transferred US$71,000 to the statutory
reserve. The reserve balance had already reached 50% of Changxing Chisen’s
registered capital as at March 31, 2008.


F-24


Chisen
Electric Corporation


(formerly
World Trophy Outfitters, Inc.)





Notes
to and Forming Part of Unaudited Condensed Consolidated Financial
Statements
 Period
ended from 1 April 2008 to 31 December 2008





12.
            DISTRIBUTION
      OF INCOME (CONTINUED)





In
December 31, 2008, Changxing Chisen’s registered capital was increased to USD
7,273,000. Accordingly, the Company transferred US$850,000 out of the after-tax
profit to the statutory reserve for the nine months period ended December 31,
2008.





The
statutory surplus reserve can only be utilized to offset prior years' losses or
for capitalization as paid-in capital. No distribution of the remaining reserves
shall be made other than upon liquidation of Changxing Chisen.





13.
            RELATED
      PARTY TRANSACTIONS




(a)
              Names
      and relationship of related
parties:




Existing relationships with the CompanyMr.
      Xu Ke Cheng
                                    
                                    A
      beneficial owner
                                      of
      the Company with substantial interest and a director of Changxing
      ChisenZhejiang
      Chisen Glass Company Limited (“Chisen Glass”)*
                                    
                                    A
      company controlled by a close family member of the directors of Changxing
      ChisenMr.
      Xu Ke Yong
                                    
                                    A
      close family member of the directors of Changxing
ChisenMs.
      Zhou Fang Qin
                                    
                                    Spouse
      of a director of Changxing ChisenChangxing
      Chisen Xinguangyuan Company Limited (“Xinguangyuan”)*
                                    
                                    A
      company controlled by a beneficial owner of the Company with substantial
      interestZhejiang
      Ai Ge Organism Products Company Limited (“Ai Ge
Organism”)*
                                    
                                    A
      company controlled by a director of Changxing ChisenZhejiang
      Changxing Ruilang Electronic Company Limited (“Ruilang
      Electronic”)*
                                    
                                    A
      company controlled by a director of Changxing ChisenZhejiang
      Changxing Nuo Wan Te Ke Glass Company Limited (“Nuo Wan Te
      Ke”)*
                                    
                                    A
      Company controlled by a close family member of the directors of Changxing
      Chisen




*
              These
      are direct translation of name in Chinese for identification purpose only
      and are not official names in
English.


F-25


Chisen
Electric Corporation


(formerly
World Trophy Outfitters, Inc.)





Notes
to and Forming Part of Unaudited Condensed Consolidated Financial
Statements
 Period
ended from 1 April 2008 to 31 December 2008




13.
            RELATED
      PARTY TRANSACTIONS (CONTINUED)




(b)
            Summary
      of balances with related parties:




(Unaudited)As of
                          December 31,
                        
                        
                        As of
                          March 31,2008
                        
                        
                        2008Note
                        
                        US$’000
                        
                        
                        US$’000Due
      from related parties:Ms.
      Zhou Fang Qin
                        
                        
                        
                        
                        -
                        
                        
                        
                        167Chisen
      Glass
                        
                        
                        
                        
                        277
                        
                        
                        
                        178Ruilang
      electronic
                        
                        
                        
                        
                        -
                        
                        
                        
                        897277
                        
                        
                        
                        1,242




(Unaudited)
                              As of
                              December 31,
                            
                            
                            As of
                              March 31,2008
                            
                            
                            2008US$’000
                            
                            
                            US$’000Due
      to related parties:Mr.
      Xu Ke Cheng
                            
                            (ii)
                            
                            
                            1,604
                            
                            
                            
                            5,127Mr.
      Xu Ke Yong
                            
                            
                            
                            
                            25
                            
                            
                            
                            24Ms.
      Zhou Fang Qin
                            
                            
                            
                            
                            6
                            
                            
                            
                            -Ruilang
      electronic
                            
                            
                            
                            
                            -
                            
                            
                            
                            163Xinguangyuan
                            
                            
                            
                            
                            -
                            
                            
                            
                            912Ai
      Ge Organism
                            
                            
                            
                            
                            601
                            
                            
                            
                            -Nuo
      Wan Te Ke
                            
                            
                            
                            
                            13
                            
                            
                            
                            5862,249
                            
                            
                            
                            6,812




(i)
              Except
      for the amount due to Mr. Xu Ke Cheng as disclosed in Note (ii) below, all
      amounts due from / to related parties represent unsecured advances which
      are interest-free and repayable on
demand.




(ii)
              As
      at December 31, 2008, the amount due to Mr. Xu Ke Cheng is unsecured,
      interest-free and repayable within on demand. As at December 31, 2007, the
      amount due to Mr. Xu Ke Cheng is unsecured, interest-free and repayable on
      or before December 31,
2008.


F-26


Chisen
Electric Corporation


(formerly
World Trophy Outfitters, Inc.)





Notes
to and Forming Part of Unaudited Condensed Consolidated Financial
Statements
 Period
ended from 1 April 2008 to 31 December 2008




13.
            RELATED
      PARTY TRANSACTIONS (CONTINUED)




(c)
            Summary
      of related party transactions:





Name of
                            related
                            party
                          
                          Nature of
                            transactions
                          
                          (Unaudited)
                            Three months ended
                            December 31,
                          
                          
                          (Unaudited)
                            Nine months ended
                            December 31,2008
                          
                          
                          2007
                          
                          
                          2008
                          
                          
                          2007US$’000
                          
                          
                          US$’000
                          
                          
                          US$’000
                          
                          
                          US$’000Chisen Glass
                          
                          Purchase
      of glass products
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          174Acquisition
      of motor vehicle
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          160
                          
                          
                          
                          -Acquisition
      of available-for-sales financial assets
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          393Nuo Wan Te Ke
                          
                          Purchase
      of glass products
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          1,074




(d)
            Other
      arrangements:




.
              As
      of December 31, 2008, US$8,754,000 of the Company’s short-term bank loans
      was secured by a guarantee provided by Xinguangyuan and Mr. Xu Ke
      Cheng.




.
              As
      of December 31, 2008, Xinguangyuan and Mr. Xu Ke Cheng provided
      guarantees, in aggregate, amounting to US$5,835,000 in addition to the
      restricted bank balances of the Company to secure the bill financing of
      the Company.




.
              As
      of December 31, 2008, US$4,815,000 of the Company’s short-term bank loans
      was secured by a guarantee provided by Chisen
  Glass.




.
              As
      of December 31, 2008, US$2,480,000 of the Company’s short-term bank loans
      was secured by land use right owned by Ruilang
  electronic.




.
              As
      of December 31, 2008, Chisen Glass, Mr. Xu Ke Cheng and Ms. Zhou Fang Qin
      provided guarantees, in aggregate, amounting to US$10,213,000 in addition
      to the restricted bank balances and the land use rights and buildings of
      the Company to secure the notes payable of the
  Company.




.
                As
      of December 31, 2008, Xinguangyuan provided guarantees, in aggregate,
      amounting to US$2,918,000 in addition to the restricted bank balances and
      the land use rights and buildings of the Company to secure the notes
      payable of the Company.


F-27


Chisen
Electric Corporation


(formerly
World Trophy Outfitters, Inc.)





Notes
to and Forming Part of Unaudited Condensed Consolidated Financial
Statements
 Period
ended from 1 April 2008 to 31 December 2008


13.
            RELATED
      PARTY TRANSACTIONS (CONTINUED)




(d)
            Other
      arrangements (continued):




.
              As
      of December 31, 2008, Chisen Glass and Mr. Xu Ke Cheng provided
      guarantees, in aggregate, amounting to US$2,918,000 in addition to the
      restricted bank balances of the Company to secure the notes payable of the
      Company.




14.
            COMMITMENTS
      AND CONTINGENCIES





(a)
              Operating
      lease commitments




The
Company leases certain office premises under non-cancelable operating leases.
Rental expenses under operating leases for the three and nine months ended
December 31, 2008 was USD84,000 and US$141,000 respectively.




The
following table summarizes the approximate future minimum rental payments under
non-cancelable operating leases in effect as of December 31,
2008:




(Unaudited)US$’000Within
      one year
                      
                      
                      183One
      to two year
                      
                      
                      189Two
      to three year
                      
                      
                      199Three
      to four year
                      
                      
                      208Four
      to five year
                      
                      
                      125Above
      five year
                      
                      
                      -904




(b)
              Capital
      commitments





As of
December 31, 2008, the Company had no material capital expenditure commitments
for construction projects and purchase of machineries.


F-28





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 (f/k/a World Trophy Outfitters, Inc. and hereinafter
the “Registrant”) is based
upon and should be read in conjunction with our consolidated financial
statements and their related notes included in this report. This report contains
forward-looking statements. Generally, the words “believes”, “anticipates”,
“may”, “will”, “should”, “expect”, “intend”, “estimate”, “continue” and similar
expressions or the negative thereof or comparable terminology are intended to
identify forward-looking statements. Such statements are subject to certain
risks and uncertainties, including the matters set forth in this report or other
reports or documents we file with the SEC from time to time, which could cause
actual results or outcomes to differ materially from those projected. Undue
reliance should not be placed on these forward-looking statements which speak
only as of the date hereof. We undertake no obligation to update these
forward-looking statements.





Exchange
Agreement





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





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





Prior
Operations of World Trophy




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




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




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


3


Current
Operations of the Company




Fast
More




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





Since the
ultimate beneficial owner of Fast More was, at all times, the substantial
stockholder of Chisen (Mr. Xu Kecheng), the ownership transfer transaction was
accounted for as a transfer of entities under common control in accordance with
Statement of Financial Standards No. 141, “Business Combinations”. Therefore,
the consolidation has been accounted for at historical cost and prepared on the
basis as if the reorganization had become effective as of the beginning of the
first period presented in the accompanying financial statements (please see
Exhibits 99.1, 99.2 and 99.3 attached hereto).




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




Summary
of the Company’s Current Business




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




Today,
the Company manufactures over 5,550,000 batteries each year, has more than 1,500
employees and is one of China's largest manufacturers of lead-acid batteries for
electric-powered bicycles (LABEBs). For each of the Company’s fiscal years ended
March 31, 2007 and 2008, sales revenues were RMB226,651,000 (approximately
US$28,573,000) and RMB486,038,000 (approximately US$65,389,000), respectively,
and our profit after taxation during the same periods amounted to approximately
RMB8,924,000 (approximately US$1,130,000) and RMB54,285,000 (approximately
US$7,307,000), respectively.




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




The
Company’s Products




Description
of our Lead-Acid Motive Batteries




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




We
produce and offer eight (8) models of lead-acid motive battery products for sale
and are mainly engaged in the production of the following models of lead-acid
motive battery products for electric bicycles:


4




Product
            
            Dimentions (LxWxH)
            
            Weight
              (kg)
            
            Power
              Output
              (w)
            
            Estimated
              Hours
              Required
              Per
              Charging
              (1)
            
            Estimated
              Minutes
              of Use
              Per
              Charging
              (min)(2)
            
            Estimated
              Travel
              Distance Per
              Charging (km)6-DZM-10Ah
            
            151×99×98
            
            4.2
            
            60
            
            10h
            
            135-145
            
            45-506-DZM-12Ah
            
            151×99×102
            
            4.3
            
            72
            
            10h
            
            120-130
            
            45-506-DZM-16Ah
            
            151×99×118
            
            5.6
            
            96
            
            10h
            
            120-130
            
            50-608-DZM-16Ah
            
            200×100×118
            
            7.4
            
            128
            
            10h
            
            120-130
            
            50-606-DZM-17Ah
            
            181×76×166
            
            6.3
            
            102
            
            10h
            
            120-130
            
            50-606-DZM-20Ah
            
            181×76×170
            
            7.0
            
            120
            
            10h
            
            120-130
            
            60-708-DZM-18Ah
            
            250×100×128
            
            9.0
            
            144
            
            10h
            
            120-130
            
            60-708-DZM-20Ah
            
            250×100×128
            
            9.05
            
            160
            
            10h
            
            120-130
            
            60-70




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




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




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





Pictures
of Our Products




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




5




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




Distribution
Methods




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




Market Share




Zhejiang
is the main province of producing LABEBs, the output of which accounted for
approximately half of the total domestic output of LABEBs in China. According to
the China Battery Industry Association, in 2007, total output of the top ten
(10) enterprises operating in Zheijiang accounted for approximately 50 million
LABEBs of the approximate 100 million sold across China in the personal
transportation market. According to market research results of Adfaith
Consulting Co., Ltd., for the calendar year ended December 31, 2007, our sales
of lead-acid battery products in China represented approximately 5.26% of the
total market size (in terms of sales revenue) of the lead-acid motive battery
products for electric bicycles in China.




According to the Zhejiang Battery
Industry Association, the table below shows the four (4) top manufacturers of
LABEBs in Zhejiang, and their output during calendar year
2007:


6




Battery Manufacturer
                                                          
                                                          Production Location
                                                          
                                                          Output in 2007
                                                            (approximate)
                                                          
                                                          Market ShareTianneng
      Power International
                                                          
                                                          Changxing,
      Zhejiang
                                                          
                                                          
                                                          16,500,000
                                                          
                                                          16.5
                                                          %Zhejiang
      Chaowei Power Co., Ltd.
                                                          
                                                          Changxing,
      Zhejiang
                                                          
                                                          
                                                          12,500,000
                                                          
                                                          12.5
                                                          %CHISEN
                                                          
                                                          Changxing,
      Zhejiang
                                                          
                                                          
                                                          5,260,000
                                                          
                                                          5.26
                                                          %Zhenjiang
      Zhenlong Battery Co., Ltd.
                                                          
                                                          Changxing,
      Zhejiang
                                                          
                                                          
                                                          3,000,000
                                                          
                                                          3
                                                          %




Revenues generated by the Company in
China accounted for 100% of the Company’s revenues in the fiscal years ended
March 31, 2006, 2007 and 2008.




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





Competitive
Business Conditions and Market Trends




We believe that in the next several
years, due to the intensifying global environmental concerns, there will be
increased development of the electric bicycle. We believe that up to 20 million
bicycles will be produced and sold in China each year. According to the
statistics of related foreign associations, including the magazine Business
E-Bicycle (http://www.qqddc.com), the American Electric Drive
Association (www.electricdrive.org), Union Cycliste Internationale
(www.uci.ch), European Cyclists' Federation
(www.ecf.com) and China customs import & export
data (www.naid.cn), in 2007, there were approximately
200,000 electric bicycles sold in Europe, 300,000 in Japan, 100,000 in the
United States, 300,000 in India and hundreds of thousands in other regions.
Global sales outside of China reached between 1.5 to 2 million in 2007. The
trend is a growing global demand in the world for electric bicycles, and such
demand is increasing rapidly.




With
respect to new product trends in the market, Europe, the United States and Japan
use primarily a lithium battery whereas India and most of the countries of
Southeast Asia use primarily a lead-acid battery. In 2005, according to the
Frost & Sullivan Report, approximately 90% of the electric bikes in China
used lead-acid motive battery products. However, with technological
advancements, it is a general market trend to develop motive battery products
that are more environmentally friendly with increased power output and less
weight. There can be no assurance that manufacturers of electric bikes will
continue to use lead-acid motive battery products as the principal source of
motive power for electric bikes. In the event that the market prefers to use
other forms of battery product and if we are not able to develop new motive
battery products to meet the future demand, our business could be adversely
affected.




In 2007, the top electric bicycle brand
in terms of production was Xinri, followed by Yadea, Supaiqi, Lvyuan, Taimei,
Aucma, Bidewen and Hongdu. Each of these companies is a relatively small
enterprise. We believe that continued industrial integration and brand
concentration will continue to increase and that these famous brands will
rapidly increase their market share.  We also believe that brands will
become more diversified by an increasing influence of famous brands on the
market. Chisen has established long-term strategic relationships with important
electric bicycle manufacturers, including Xinri, Yadea, Taimei, Supai. Xinri’s
electric bicycle was honored to serve at the Beijing 2008 Olympic Games and at
the Paralympic Games, and Chisen was chosen as the only manufacturer to supply
environmentally friendly batteries to Xinri for its electric bicycle. Based on
this, in the next several years, we will strive to create an international
first-class brand and become the leader in providing “green” energy in the
electric bicycle marketplace. Simultaneously, through constant research and
development of new chemical energy technologies, we believe Chisen will provide
energy-savings and highly-effective energy solutions to our customers for the
purpose of improving the quality of human life and a sustainable ecological
environment.




Competition




Our chief competitors are Tianneng
Power International Ltd. and Zhejiang Chaowei Power Co., Ltd. These companies
were the first into the battery industry. For example, Tianneng ranks first in
terms of sales volume and its capital stock is listed on The Stock Exchange of
Hong Kong Limited. However in 2008, its branches Taige Power Supply Co., Ltd.
and Xinnuoli Power Supply Co., Ltd. were separated from Tianneng, which has
impacted that company. Chaowei has a lot of after-sales service stores, but its
current management system has had a restrictive impact on its development.
Tianneng and Chaowei also do not have close cooperation with one of the top
electric bicycle manufacturers in China. Although Chisen entered into its
battery industry later than some of its competitors, Chisen has achieved success
in establishing long-term strategic cooperation with a top electric bicycle
manufacturer. The Company has established long-term strategic cooperation with
many famous electric bicycle manufacturers in China, such as Xinri, Yadea,
Taimei, Xinkelin and Lvyuan.


7





Cooperative
Partnership




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




Development
Strategy of the Company




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





Summary
of Significant Accounting Policies




Basis
of Presentations





The unaudited condensed consolidated financial statements of the Company 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 and reclassifications) necessary
to present fairly the financial position, results of operations and cash flow as
of December 31, 2008 and for all periods presented.





Certain
information and footnotes disclosures normally included in financial statements
prepared in accordance with generally accepted accounting policy in the United
States of America (“US GAAP”) 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 23, 2008, for the year ended March 31, 2008,
together with the audited financial statements and accompanying notes in respect
of Fast More Limited for the year ended March 31, 2008 included in Chisen
Electric’s Form 8-K filed on November 12, 2008 in connection with the
Exchange.  The results of operations for the three and nine months
ended December 31, 2008 and 2007 are not necessarily indicative of the operating
results to be expected for the full year.





The
condensed consolidated financial statements and accompanying notes are presented
in United States dollars and prepared in conformity with US GAAP which requires
management to make certain estimates and assumptions that affected 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 the Registrant and its subsidiaries. All
significant inter-company accounts and transactions have been eliminated upon
consolidation.





Revenue
Recognition




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


8




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





Research
and Development




All costs of research and development
activities are generally expensed as incurred. Research and development costs
were US$26,000 and US$4,000 for the three (3) months ended December 31, 2008 and
2007, respectively, and US$102,000 and US$30,000 for the nine (9) months ended
December 31, 2008 and 2007, respectively.





Advertising
and Promotion Costs




Advertising and promotion costs are
expensed as sales, marketing and distribution costs as incurred. Advertising
costs were US$71,000 and US$59,000 for the three (3) months ended December 31,
2008 and 2007, respectively, and US$196,000 and US$126,000 for the nine (9)
months ended December 31, 2008 and 2007, respectively.





Retirement
Plan Costs




Contributions to defined contribution
retirement schemes are charged to general and administrative expenses in the
consolidated statements of operations and comprehensive income as and when the
related employee services are provided. Retirement plan costs were US$33,000 and
US$9,000 for the three (3) months ended December 31, 2008 and 2007,
respectively, and US$98,000 and US$27,000 for the nine (9) months ended December
31, 2008 and 2007, respectively.  A specific deduction on the
contributions was granted by the local authority in year 2007 and therefore the
retirement plan costs for the three (3) months and nine (9) months ended
December 31, 2007 were significantly lower than that for the same period for
year 2008.




Income
Taxes




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





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




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





Comprehensive
income




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





Available-For-Sale
Financial Assets




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




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


9





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




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




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




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




Buildings
              20
      yearsFurniture,
      fixtures and office equipment
              10
      yearsMotor
      vehicles
              5
      yearsPlant
      and machinery
              10
      years




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




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




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





Impairment
of Long-Lived Assets




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





Inventories




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


10





Accounts
Receivable and Allowance for Doubtful Accounts




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





Cash
and Cash Equivalents




Cash represents cash on hand and
deposits with financial institutions which are repayable on demand. Cash
equivalents represent short-term, highly liquid investments purchased with an
original maturity of three (3) months or less, which are readily convertible
into known amounts of cash and which are subject to an insignificant risk of
changes in value.





Foreign
Currency Translation




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




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




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




·
                assets and liabilities for each
      balance sheet presented are translated at the closing rate at the date of
      that balance sheet;
 
 ·
                income and expenses for each
      statement of operations are translated at average exchange rates;
      and
 
 ·
                all resulting exchange
      differences are recognised as a separate component of
      equity.




Fair
Value of Financial Instruments




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




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





Warranty




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


11





Three (3) Month Period Ended December
                                        31,2008
                                      
                                      
                                      2007US$’000
                                      
                                      
                                      US$’000Balance
      as of October 1,
                                      
                                      
                                      114
                                      
                                      
                                      
                                      479Accrual
      for warranties issued during the period
                                      
                                      
                                      36
                                      
                                      
                                      
                                      38Settlement
      made during the period
                                      
                                      
                                      (42
                                      )
                                      
                                      
                                      (175
                                      )Balance
      as of December 31,
                                      
                                      
                                      108
                                      
                                      
                                      
                                      342





Nine (9) Month Period
                                        Ended December 31,2008
                                      
                                      
                                      2007US$’000
                                      
                                      
                                      US$’000Balance
      as of April 1,
                                      
                                      
                                      413
                                      
                                      
                                      
                                      220Accrual
      for warranties issued during the year
                                      
                                      
                                      172
                                      
                                      
                                      
                                      405Settlement
      made during the year
                                      
                                      
                                      (477
                                      )
                                      
                                      
                                      (283
                                      )Balance
      as of December 31,
                                      
                                      
                                      108
                                      
                                      
                                      
                                      342




Government
Subsidies




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





Operating
Leases




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





Related
Parties




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





Earnings
per Share





Basic earnings per share are 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 three and
nine months ended December 31, 2008 and 2007.





Recently
Issued Accounting Standards




In May 2008, the FASB issued SFAS No.
162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162
identifies the sources of accounting principles and the framework for selecting
the principles used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with GAAP (the GAAP
hierarchy). SFAS 162 will be effective 60 days following the SEC’s approval of
the Public Company Accounting Oversight Board amendments to AU Section 411, The
Meaning of Present Fairly in Conformity with Generally Accepted Accounting
Principles. The Company is currently evaluating of the adoption of SFAS No.162
on the Company’s financial statements.


12




On September 12, 2008, the FASB issued FASB staff position No. 133-1 (FSP 133-1)
and FIN 45-4, Disclosures about credit derivatives and Certain Guarantees- An
amendment of  SFAS 133 and FIN 45; and Clarification of the Effective
Date of SFAS 161. FSP 13-1 and FIN 45-4 expand the disclosure requirement of
credit derivatives and guarantees and are effective for reporting periods
(annual and interim) ending after November 15, 2008.  The adoption of
these new pronouncements does not have a material impact on the Company’s
financial statements.





On
October 10, 2008, the FASB issued a FASB staff position No. FAS 157-3,
Determining the Fair Value of a Financial Asset When the Market for That Asset
Is Not Active (FSP 157-3), clarifies the application of SFAS 157 in a market
that is not active.  Besides, the FASB also issued a FASB Staff
Position No. FAS 157-2, Effective Date of FAS 13 Statement No.157, amending SFAS
157 for non-financial assets and non-financial liabilities, except for items
that are recognized or disclosed at fair value in the financial statements on a
recurring basis at least annually, until fiscal years beginning after November
15, 2008, and interim period within these fiscal years. The adoption of these
statements is not expected to have a material effect on the Company’s financial
statements.





Results
of Operations




Results
of Operations for the Three (3) Months Ended December 31, 2008 Compared To the
Three (3) Months Ended December 31, 2007




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




For The Three (3) Months Ended December 312008
                        
                        
                        2007
                        
                        
                        2008
                        
                        
                        2007Revenues
                        
                        $
                        23,421,000
                        
                        
                        $
                        17,338,000
                        
                        
                        
                        100.00
                        %
                        
                        
                        100.00
                        %Cost
      of sales
                        
                        $
                        18,998,000
                        
                        
                        $
                        14,050,000
                        
                        
                        
                        81.12
                        %
                        
                        
                        81.04
                        %Gross
      income
                        
                        $
                        4,423,000
                        
                        
                        $
                        3,288,000
                        
                        
                        
                        18.88
                        %
                        
                        
                        18.96
                        %Sales,
      marketing and distribution
                        
                        $
                        1,328,000
                        
                        
                        $
                        1,163,000
                        
                        
                        
                        5.67
                        %
                        
                        
                        6.71
                        %General
      and administrative expenses
                        
                        $
                        1,006,000
                        
                        
                        $
                        479,000
                        
                        
                        
                        4.30
                        %
                        
                        
                        2.76
                        %Operating
      income
                        
                        $
                        2,089,000
                        
                        
                        $
                        1,646,000
                        
                        
                        
                        8.92
                        %
                        
                        
                        9.49
                        %Other
      income (expenses), net
                        
                        $
                        70,000
                        
                        
                        $
                        248,000
                        
                        
                        
                        0.30
                        %
                        
                        
                        1.43
                        %Interest
      expenses, net
                        
                        $
                        219,000
                        
                        
                        $
                        113,000
                        
                        
                        
                        0.94
                        %
                        
                        
                        0.65
                        %Income
      before income taxes
                        
                        $
                        1,940,000
                        
                        
                        $
                        1,781,000
                        
                        
                        
                        8.28
                        %
                        
                        
                        10.27
                        %Income
      taxes expenses
                        
                        $
                        315,000
                        
                        
                        
                        -
                        
                        
                        
                        1.34
                        %
                        
                        
                        -Net
      income
                        
                        $
                        1,625,000
                        
                        
                        $
                        1,781,000
                        
                        
                        
                        6.94
                        %
                        
                        
                        10.27
                        %Other
      comprehensive (loss) income
                        
                        $
                        -6,000
                        
                        
                        $
                        163,000
                        
                        
                        
                        0.03
                        %
                        
                        
                        0.94
                        %Comprehensive
      income
                        
                        $
                        1,619,000
                        
                        
                        $
                        1,944,000
                        
                        
                        
                        6.91
                        %
                        
                        
                        11.21
                        %




Revenues




Revenues
for the three (3) months ended December 31, 2008 and 2007 were US$23,421,000 and
US$17,338,000, respectively.  The increase in revenues of 35% were
mainly attributable to the continuing strong sales of our battery products as a
result of rapid growth in the electric bicycle market in the
PRC.  Sales volume increased by over 30% primarily due to the increase
of customers.


13





Cost
of Sales




Cost of
sales for the three (3) months ended December 31, 2008 and 2007 was
US$18,998,000 and US$14,050,000, respectively, and cost rates were 81.12%, and
81.04%, respectively.





For The Three (3) Months Ended December 312008
                          
                          
                          2007Operating
      Revenues
                          
                          US$
                          23,421,000
                          
                          
                          
                          100.00
                          %
                          
                          US$
                          17,338,000
                          
                          
                          
                          100.00
                          %Cost
      of Sales
                          
                          US$
                          18,998,000
                          
                          
                          
                          81.12
                          %
                          
                          US$
                          14,050,000
                          
                          
                          
                          81.04
                          %Gross
      Income Rate
                          
                          US$
                          4,423,000
                          
                          
                          
                          18.88
                          %
                          
                          US$
                          3,288,000
                          
                          
                          
                          18.96
                          %




There was no significant fluctuation on the cost rate during the
period.  The decrease in average selling price was offset by the
decrease in cost of sales and there was no significant change in the gross
income rate.





Depreciation
and Amortization




Depreciation
expense was US$122,000 and US$67,000 for the three (3) months ended December 31,
2008 and 2007, respectively.  The increase in depreciation expenses
was mainly attributable to the new production equipment and machines acquired
during the calendar year 2008 applying the same depreciation
method.





Net
Income from Operations before Interest and Tax Expenses




Net
income from operations before interest and tax expenses was US$ 2,159,000 and
US$ 1,894,000, for the three (3) months ended December 31, 2008 and 2007,
respectively.  The amount increased by US$ 265,000.  Such
increase was mainly attributable to the increase in sales volume, thus resulting
in an increase in the net operations income for the three (3) months ended
December 31, 2008.




General
and Administrative Expenses




General
and administrative expensewas US$1,006,000 and
US$479,000for the
three (3) months ended December 31, 2008 and 2007, respectively, and mainly
consisted of employee salaries & benefits, travel & entertainment, motor
vehicle expenses, research and development expenses, leases, other taxes, and
audit & consulting fees.  The increase in general and
administrative expenses by approximately US$527,000 was mainly due to increases
in employee salaries and compensations, research and development expenses,
leases, taxes, and traveling expenses.  Those increases were mainly
driven by the in expansion of business operation and the legal and professional
services rendered in associated with the Exchange.





Interest
Expense, Net





Interest
expense was US$219,000 and US$113,000for the three (3) months
ended December 31, 2008 and 2007, respectively. Interest expenses increased by
US$106,000 during this period primarily due to the interest expense of the
additional short term bank loans of US$5,203,000 for the three (3) months period
ended December 31, 2008 compared to the three (3) months period ended December
31, 2007.




Other
Income, Net




Other
income was US$70,000 and US$248,000 for the three (3) months period ended
December 31, 2008 and 2007, respectively.  The decrease of US$178,000
was mainly attributable to the writing off of commissions payable to sales
executives whose employment contracts with the Company have been terminated for
the three (3) months ended December 31, 2007, but there was no such income for
the three months ended December 31, 2008.


14





Net
Income




Net
income was US$1,625,000 and US$1,781,000for the three (3) months
ended December 31, 2008 and 2007, respectively.  The decrease in net
incomeby
US$156,000 was mainly attributable to increases in the general &
administrative expenses and the payment of enterprise income tax following the
completion of tax exempted period in December 2007.





Results
of Operations for the Nine (9) Months Ended December 31, 2008 Compared To the
Nine (9) Months Ended December 31, 2007




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




For The Nine (9) Months Ended December 312008
                      
                      
                      2007
                      
                      
                      2008
                      
                      
                      2007Revenues
                      
                      $
                      81,234,000
                      
                      
                      $
                      44,535,000
                      
                      
                      
                      100.00
                      %
                      
                      
                      100.00
                      %Cost
      of sales
                      
                      $
                      65,713,000
                      
                      
                      $
                      36,403,000
                      
                      
                      
                      80.89
                      %
                      
                      
                      81.74
                      %Gross
      income
                      
                      $
                      15,521,000
                      
                      
                      $
                      8,132,000
                      
                      
                      
                      19.11
                      %
                      
                      
                      18.26
                      %Sales,
      marketing and distribution
                      
                      $
                      3,770,000
                      
                      
                      $
                      2,772,000
                      
                      
                      
                      4.64
                      %
                      
                      
                      6.22
                      %General
      and administrative expenses
                      
                      $
                      2,600,000
                      
                      
                      $
                      1,090,000
                      
                      
                      
                      3.20
                      %
                      
                      
                      2.45
                      %Operating
      income
                      
                      $
                      9,151,000
                      
                      
                      $
                      4,270,000
                      
                      
                      
                      11.26
                      %
                      
                      
                      9.59
                      %Other
      income (expenses), net
                      
                      $
                      363,000
                      
                      
                      $
                      498,000
                      
                      
                      
                      0.45
                      %
                      
                      
                      1.12
                      %Interest
      expenses, net
                      
                      $
                      603,000
                      
                      
                      $
                      415,000
                      
                      
                      
                      0.74
                      %
                      
                      
                      0.94
                      %Income
      before income taxes
                      
                      $
                      8,911,000
                      
                      
                      $
                      4,353,000
                      
                      
                      
                      10.97
                      %
                      
                      
                      9.77
                      %Income
      taxes expenses
                      
                      $
                      1,594,000
                      
                      
                      
                      -
                      
                      
                      
                      1.96
                      %
                      
                      
                      -Net
      income
                      
                      $
                      7,317,000
                      
                      
                      $
                      4,353,000
                      
                      
                      
                      9.00
                      %
                      
                      
                      9.77
                      %Other
      comprehensive income
                      
                      $
                      258,000
                      
                      
                      $
                      258,000
                      
                      
                      
                      0.32
                      %
                      
                      
                      0.58
                      %Comprehensive
      income
                      
                      $
                      7,575,000
                      
                      
                      $
                      4,611,000
                      
                      
                      
                      9.32
                      %
                      
                      
                      10.35
                      %





Revenues




Revenues
for the nine (9) months ended December 31, 2008 and 2007 were US$81,234,000 and
US$44,535,000, respectively.  The increase in revenues of 82% was
mainly attributable to the increase in product selling price and continuing
strong sales of our battery products as a result of rapid growth in the electric
bicycle market in the PRC.  Sales volume increased by 57% mainly due
to increase in demand from an existing customer, the sales revenue from which
increased by 107% for the nine (9) months ended December 31,
2008.  The Company also received sales orders from new customers in
Tianjin, Jiangsu and other regions.  The average unit selling price
increased by approximately 8% during the nine (9) months period ended December
31, 2008.




Cost
of Sales




Cost of
sales for the nine (9) months ended December 31, 2008 and 2007 was US$65,713,000
and US$36,403,000, respectively, and the cost rates were 80.89% and 81.74%,
respectively.


15





For The Nine (9) Months Ended December 312008
                          
                          
                          2007Operating
      Revenues
                          
                          US$
                          81,234,000
                          
                          
                          
                          100.00
                          %
                          
                          US$
                          44,535,000
                          
                          
                          
                          100.00
                          %Cost
      of Sales
                          
                          US$
                          65,713,000
                          
                          
                          
                          80.89
                          %
                          
                          US$
                          36,403,000
                          
                          
                          
                          81.74
                          %Gross
      Income Rate
                          
                          US$
                          15,521,000
                          
                          
                          
                          19.11
                          %
                          
                          US$
                          8,132,000
                          
                          
                          
                          18.26
                          %





The cost
rate decreased 0.85% during the period, which was attributable to the increase
in the selling price by a larger extent than that of raw material cost. Thus,
the increase in cost of raw materials was fully shifted to the customers,
resulting in an increase in the gross income for the nine (9) months ended
December 31, 2008.





Depreciation
and Amortization




Depreciation
expense was US$328,000 and US$181,000 for the nine (9) months ended December 31,
2008 and 2007, respectively.  The increase in depreciation expense was
mainly attributable to the new production equipment and machines acquired during
the period applying the same depreciation method.





Net
Income from Operations before Interest and Tax Expenses




Net
income from operations before interest and tax expense was US$ 9,514,000 and US$
4,768,000 for the nine (9) months ended December 31, 2008 and 2007,
respectively.  The amount increased by US$4,746,000 and the increase
was mainly attributable to the increase in gross income
rate, thus resulting in an increase in the gross income for the
nine (9) months ended December 31, 2008.




General
and Administrative Expenses




General
and administrative expenses were US$2,600,000 and US$1,090,000 for the nine (9)
months ended December 31, 2008 and 2007, respectively, and mainly consisted of
employee salaries & benefits, travel and entertainment expenses, motor
vehicle expenses, research and development expenses, leases, other taxes and
audit & consulting fees.  The increase in general and
administrative expenses of approximately US$1,510,000 was mainly due to
increases in employee compensations, research and development expenses, leases,
taxes, and travel and entertainment expenses.  All those increases
were mainly driven by the expansion of business operations and addition of the
legal and advisory expenses in associated with the Exchange.





Interest
Expense, Net





Interest
expense was US$603,000 and US$415,000 for the nine (9) months ended December 31,
2008 and 2007, respectively.  Interest expenses increased by
US$188,000 during this period primarily due to the interest expenses of the
additional short term bank loans of US$5,203,000 for the nine (9) months period
ended December 31, 2008 compared to the nine (9) months period ended December
31, 2007.





Other
Income, Net




Other
income was US$363,000 and US$498,000 for the nine (9) months period ended
December 31, 2008 and 2007, respectively.  The decrease of US$135,000
was mainly attributable to the recognition of income from the glass business,
and investment income from Changxing Rural Cooperative Bank for the nine (9)
months ended December 31, 2007, but there was no such income for the nine (9)
months ended December 31, 2008, and the decrease in the sales of scrap materials
and bad debts written back.


16





Net
Income




Net
income was US$7,317,000 and US$4,353,000 for the nine (9) months ended December
31, 2008 and 2007, respectively.  The increase in net income by
US$2,964,000 was mainly attributable to the continuing strong sales of our
battery products and the increase in the gross income rate.





Liquidity
and Capital Resources




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




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




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




Nine (9) Months Ended December 312008
                      
                      
                      2007Net
      cash provided by (used in) operating activities
                      
                      $
                      18,328,000
                      
                      
                      $
                      (3,335,000
                      )Net
      cash used in investing activities
                      
                      $
                      (5,401,000
                      )
                      
                      $
                      (4,233,000
                      )Net
      cash (used in) provided by  financing activities
                      
                      $
                      (8,112,000
                      )
                      
                      $
                      9,323,000Net
      increase in cash and cash equivalents
                      
                      $
                      4,815,000
                      
                      
                      $
                      1,755,000Effect
      of exchange rate changes on cash
                      
                      $
                      375,000
                      
                      
                      $
                      0Cash
      and cash equivalents at beginning of period
                      
                      $
                      786,000
                      
                      
                      $
                      719,000Cash
      and cash equivalents at end of period
                      
                      $
                      5,976,000
                      
                      
                      $
                      2,474,000





Operating
Activities




Net cash
provided by operating activities was approximately US$18,328,000 for the nine
(9) months ended December 31, 2008, as compared to net cash used in operating
activities of US$3,335,000 for the nine (9) months ended December 31,
2007.  The increase was mainly due to the combined result of both
increase in accounts payable and notes payable and increase in our net
income.





Investing
Activities




Net cash
used in investing activities was approximately US$5,401,000 for the nine (9)
months ended December 31, 2008, as compared to net cash used in investing
activities approximately US$4,233,000 for the nine (9) months ended December 31,
2007.  The increase was mainly due to purchase of machine and
equipment, additions of long-term land lease prepayments, and investment in
restricted bank balances.





Financing
Activities




Net cash
used in financing activities was approximately US$8,112,000 for the nine (9)
months ended December 31, 2008, as compared to net cash provided by financing
activities of approximately US$9,323,000 for the nine (9) months ended December
31, 2007.  The decrease was mainly due to less bank loans in 2008 than
that in 2007, and also due to the repayment of short-term bank loans in
2008.





Working
Capital




Our
working capital increased by approximately US$7,258,000 to approximately
US$11,534,000 as of December 31, 2008, as compared to the working capital of
approximately US$4,276,000 as of March 31, 2008, primarily due to increase in
our restricted bank balances, accounts receivable and inventories, approximately
totally amounting to US$23,319,000, offset by increase in our accounts and notes
payable approximately totally amounting to US$26,250,000 and decrease in bank
borrowings and other loans of approximately US$3,853,000.  The
decrease in short-term bank loans and increase in accounts and notes payable was
the result of our financing arrangement.


17




Off-Balance
Sheet Arrangements




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





ITEM
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 due to changes in interest
rates. Nevertheless, our future interest expense or interest income may expect
to be decreased due to changes in interest rates in the PRC.




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.




Contractual
Obligations




Payments
      Due By PeriodContractual Obligations (US$)
                      
                      Total
                      
                      Less than
                        1 year
                      
                      1-3
                        years
                      
                      3-5
                        years
                      
                      More than
                        5 yearsBank
      Indebtedness
                      
                      (SEE
      TABLE BELOW)Other
      Indebtedness
                      
                      (SEE
      TABLE BELOW)Capital
      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 (US$)
                                      
                                      December
                                        31, 2008
                                      
                                      
                                      March
                                        31, 2008Short-term
      bank borrowings
                                      
                                      US$
                                      16,049,000
                                      
                                      
                                      US$
                                      21,361,000Notes
      payable (within (1) year)
                                      
                                      US$
                                      21,884,000
                                      
                                      
                                      US$
                                      0Total
                                      
                                      US$
                                      37,933,000
                                      
                                      
                                      US$
                                      21,361,000


18


Other
      indebtedness (US$)
                          
                          December
                            31, 2008
                          
                          
                          March
                            31, 2008Loan
      from a related party (within (1) year)
                          
                          US$
                          0
                          
                          
                          US$
                          5,127,000Loan
      from a related party (1-3 years)
                          
                          US$
                          0
                          
                          
                          US$
                          0Loan
      from a third party (within (1) year)
                          
                          US$
                          1,459,000
                          
                          
                          US$
                          0Loan
      from a third party ( 1-3 years)
                          
                          US$
                          0
                          
                          
                          US$
                          0Total
                          
                          US$
                          1,459,000
                          
                          
                          US$
                          5,127,000
  Purchase
      Obligations (US$)
                            
                            December
                              31, 2008
                            
                            
                            March
                              31, 2008Purchase
      of machineries (within one (1) year)
                            
                            US$
                            0
                            
                            
                            US$
                            26,000Total
                            
                            US$
                            0
                            
                            
                            US$
                            26,000
  Operating
      Lease Obligations (US$)
                                
                                December
                                  31, 2008
                                
                                
                                March
                                  31, 2008Within
      one (1) year
                                
                                US$
                                183,000
                                
                                
                                US$
                                74,0001-3
      years
                                
                                US$
                                388,000
                                
                                
                                US$
                                148,0003-5
      years
                                
                                US$
                                333,000
                                
                                
                                US$
                                0Over
      five (5) years
                                
                                US$
                                0
                                
                                
                                US$
                                0Total
                                
                                US$
                                904,000
                                
                                
                                US$
                                222,000




ITEM 4. CONTROLS AND
PROCEDURES




Disclosure
Controls and Procedures




The
Company maintains disclosure controls and procedures and internal controls
designed to ensure that information required to be disclosed in the Company’s
filings under the Securities Exchange Act of 1934, as amended is recorded,
processed, summarized and reported within the time periods specified in the U.S.
Securities and Exchange Commission’s rules and forms. As of the end of the
period covered by this report, we carried out an evaluation, under the
supervision and with the participation of our principal executive officer and
principal financial officer, of the effectiveness of the design and operation of
our disclosure controls and procedures. Based on this evaluation, our principal
executive officer and principal financial officer concluded that our disclosure
controls and procedures are effectively designed to ensure that information
required to be disclosed or filed by us is recorded, processed or summarized,
within the time periods specified in the rules and regulations of the Securities
and Exchange Commission. It should be noted that the design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions, regardless of
how remote.





Changes In Internal
Controls




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
covered by this report 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, 2008 and the
date hereof, there was and is no pending or outstanding material litigation with
the Company.





ITEM
1A. RISK FACTORS




Not
required for a "smaller reporting company".


19




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




During
the quarter ended December 31, 2008, 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




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




ITEM
5. OTHER INFORMATION




Effective November 24, 2008, the Board
of Directors of the Registrant accepted the resignation of Mr. Mathew Evans as a
Director of the Company. Also effective November 24, 2008, the Board appointed
He Zhiwei, Liu Chuanjie, Dong Quanfeng, Jiang Yanfu, Gong Xiaoyan and Yun Hon
Man to serve as directors of the Registrant, with Xu Kecheng serving as Chairman
of the Board. For further information on these individuals, please see the
Section entitled “Directors, Executive Officers, Promoters and Control Persons”
in the Company’s Super 8-K as filed with the U.S. Securities and Exchange
Commission on November 12, 2008.





Effective as of January 14, 2009, the
Board of Directors of the Company dismissed Pritchett, Siler & Hardy, P.C.
as the Company’s independent registered public accounting firm and engaged
Mazars CPA Limited as disclosed in the Company’s Current Report on Form 8-K as
filed with the SEC on January 21, 2009.





On January 21, 2009, the Board of
Directors of the Company unanimously resolved to amend the Company’s Articles of
Incorporation in order to change the name of the Registrant from “World Trophy
Outfitters, Inc.” to “Chisen Electric Corporation”.  On January 21,
2009, a majority stockholder holding 65.8% of the voting capital stock of the
Company approved such name change.  On February 2, 2009, the Company
filed a Certificate of Amendment in order to effect such name change, a copy of
which is attached as Exhibit 3.1 to the Company’s Current Report on Form 8-K as
filed with the SEC on February 4, 2009.  Such name change became
effective on February 2, 2009.




Effective as of February 2, 2009, the
Company’s Board of Directors adopted the Amended and Restated Bylaws of the
Company in light of the fact that certain provisions therein were
obsolete.  A copy of such Amended and Restated Bylaws are attached as
Exhibit 3.2 to the Company’s Current Report on Form 8-K as filed with the SEC on
February 4, 2009.





Effective as of February 2, 2009, the
Board of Directors of the Company adopted a new Code of Ethics that applies to
the Company’s officers, directors and employees. A copy of such Code of Ethics
is attached as Exhibit 14.1 to the Company’s Current Report on Form 8-K as filed
with the SEC on February 4, 2009.




On January 15, 2009, the Board of
Directors of the Company held a meeting whereby it unanimously resolved to
create an Audit Committee, a Compensation Committee, a Corporate Governance and
Nominating Committee and a Strategy and Steering Committee. The Board appointed
Yun Hon Man, Gong Xiaoyan, Dong Quanfeng and Jiang Yanfu to serve as members of
the Audit Committee, with Yun Hon Man serving as Chairman. The Board appointed
Jiang Yanfu, Dong Quanfeng, Yun Hon Man and Gong Xiaoyan to serve as members of
the Compensation Committee, with Jiang Yanfu serving as Chairman. The Board
appointed Gong Xiaoyan, Dong Quanfeng, Yun Hon Man and Jiang Yanfu to serve as
members of the Corporate Governance and Nominating Committee, with Gong Xiaoyan
serving as Chairman.  The Board appointed Xu Kecheng, He Zhiwei and
Wang Chunyan to serve as members of the Strategy and Steering Committee, with Xu
Kecheng serving as Chairman.





On January 15, 2009, the Board approved
Charters for each of the Audit Committee, Compensation Committee and the
Corporate Governance and Nominating Committee. Copies of the Audit Committee
Charter, the Compensation Committee Charter and the Corporate Governance and
Nominating Committee Charter are attached as Exhibits 99.1, 99.2 and 99.3,
respectively, to the Company’s Current Report on Form 8-K as filed with the SEC
on February 4, 2009.


20


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.
                  
                  Incorporated
      by reference to Exhibit 3(i).1 to the Registrant’s Registration Statement
      on Form SB-2 as filed with the SEC on September 23,
20053.2
                  
                  Certificate
      of Amendment to Articles of Incorporation of Chisen Electric Corporation
      (name change)
                  
                  Incorporated
      by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K as
      filed with the SEC on February 4, 20093.3
                  
                  Amended
      and Restated Bylaws of Chisen Electric Corporation
                  
                  Incorporated
      by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K as
      filed with the SEC on February 4, 20093.4
                  
                  Certificate
      of Incorporation of Fast More Limited, dated December 17,
    2007
                  
                  Incorporated
      by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K as
      filed with the SEC on November 12, 20083.5
                  
                  Memorandum
      and Articles of Association of Fast More Limited, dated as of December 17,
      2007
                  
                  Incorporated
      by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K as
      filed with the SEC on November 12, 20083.6
                  
                  Certificate
      of Incorporation of Changxing Chisen Electric Co., Ltd.
                  
                  Incorporated
      by reference to Exhibit 3.5 to the Company’s Current Report on Form 8-K as
      filed with the SEC on November 12, 20083.7
                  
                  Articles
      of Associations of Changxing Chisen Electric Co., Ltd.
                  
                  Incorporated
      by reference to Exhibit 3.6 to the Company’s Current Report on Form 8-K as
      filed with the SEC on November 12, 200810.1
                  
                  Agreement
      on Establishment of Changxing Chisen Physical Chemistry Power Research and
      Development Center, dated April 30, 2008
                  
                  Incorporated
      by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200810.2
                  
                  Form
      of Labor Contract
                  
                  Incorporated
      by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12,
2008
  21
 
 10.3
                
                Lease
      Agreement, dated March 30, 2008, by and between Changxing Chisen Electric
      Co., Ltd. and Changxing Xiangyi Industrial Park Investment Co.,
      Ltd.
                
                Incorporated
      by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200810.4
                
                Contract
      For Loan on Guarantee, by and among Zhejiang Changxing Agricultural
      Cooperative Bank, Changxing Chisen Electric Co., Ltd. and Zhejiang Chisen
      Galss Co., Ltd.
                
                Incorporated
      by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200810.5
                
                Renminbi
      Loan Contract, dated January 11, 2008, by and between Changxing Chisen
      Electric Co., Ltd. and China Construction Bank Corporation (Changxing
      Branch)
                
                Incorporated
      by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200810.6
                
                Renminbi
      Loan Contract, dated April 11, 2008, by and between Changxing Chisen
      Electric Co., Ltd. and China Construction Bank Corporation (Changxing
      Branch)
                
                Incorporated
      by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200810.7
                
                Renminbi
      Loan Contract, dated March 31, 2008, by and between Changxing Chisen
      Electric Co., Ltd. and Bank of China (Hong Kong) Limited Shanghan
      Branch
                
                Incorporated
      by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200810.8
                
                Loan
      Contract (Short Term), dated August 15, 2008, by and between Changxing
      Chisen Electric Co., Ltd. and Bank of China Changxing
    Branch
                
                Incorporated
      by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200810.9
                
                Acceptance
      Agreement, dated August 25, 2008, by and between Changxing Chisen Electric
      Co., Ltd. and Industrial Bank Co., Ltd. Hangzhou Branch
                
                Incorporated
      by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200810.10
                
                Acceptance
      Agreement of Commercial Bill, dated September 18, 2008, by and between
      Changxing Chisen Electric Co., Ltd. and China Bank Co., Ltd. Changxing
      Branch
                
                Incorporated
      by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200810.11
                
                Acceptance
      Agreement of Commercial Bill, dated July 29, 2008, by and between
      Changxing Chisen Electric Co., Ltd. and China Construction Bank Changxing
      Branch Co., Ltd.
                
                Incorporated
      by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200810.12
                
                Acceptance
      Agreement of Commercial Bill, dated September 9, 2008, by and between
      Changxing Chisen Electric Co., Ltd. and China Construction Bank Changxing
      Branch Co., Ltd.
                
                Incorporated
      by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200810.13
                
                Components
      Purchase Contract, effective as of January 1, 2008, by and between
      Changxing Chisen Electric Co., Ltd. and Jiansu Xinri Electric Bicycle Co.,
      Ltd.
                
                Incorporated
      by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200810.14
                
                Supply
      Contract, dated April 22, 2008, by and between Changxing Chisen Electric
      Co., Ltd. and Jiangsu Yadea Science & Technology Development Co.,
      Ltd.
                
                Incorporated
      by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12,
2008
  22
 
 10.15
                
                Sales
      Contract of Battery, dated November 10, 2007, by and between Changxing
      Chisen Electric Co., Ltd. and Hu Qinzhong, Yancheng Office
                
                Incorporated
      by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200810.16
                
                Sales
      Contract of Battery, dated February 17, 2008, by and between Changxing
      Chisen Electric Co., Ltd. and Song Chunwei
                
                Incorporated
      by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200814.1
                
                Code
      of Ethics
                
                Incorporated
      by reference to Exhibit 14.1 to the Company’s Current Report on Form 8-K
      as filed with the SEC on February 4, 200917
                
                Resignation
      of Mathew Evans, dated November 12, 2008
                
                Incorporated
      by reference to Exhibit 17 to the Company’s Current Report on Form 8-K as
      filed with the SEC on November 12, 200821
                
                List
      of Subsidiaries of World Trophy Outfitters, Inc.
                
                Incorporated
      by reference to Exhibit 21 to the Company’s Current Report on Form 8-K as
      filed with the SEC on November 12, 200831.1
                
                Certifications
      of the Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
                
                Provided
      herewith31.2
                
                Certifications
      of the Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
                
                Provided
      herewith32.1
                
                Certification
      Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of
      the Sarbanes-Oxley Act Of 2002
                
                Provided
      herewith32.2
                
                Certification
      Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of
      the Sarbanes-Oxley Act Of 2002
                
                Provided
      herewith99.1
                
                Audited
      Consolidated Financial Statements of Fast More Limited and its Subsidiary
      for the Fiscal Years Ended March 31, 2008 and 2007
                
                Incorporated
      by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200899.2
                
                Unaudited
      Condensed and Consolidated Financial Statements of Fast More Limited and
      its Subsidiary for the Three (3) Months Ended June 30, 2008 and
      2007
                
                Incorporated
      by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12, 200899.3
                
                Unaudited
      Pro Forma Financial Statements of Fast More Limited for the three (3)
      month period ended June 30, 2008 and the two years ended March 31,
      2008.
                
                Incorporated
      by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K
      as filed with the SEC on November 12,
2008
  23
 
 99.4
              
              Audit
      Committee Charter, dated January 15, 2009
              
              Incorporated
      by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K
      as filed with the SEC on February 4, 200999.5
              
              Compensation
      Committee Charter, dated January 15, 2009
              
              Incorporated
      by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K
      as filed with the SEC on February 4, 200999.6
              
              Corporate
      Governance and Nominating Committee Charter, dated January 15,
      2009
              
              Incorporated
      by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K
      as filed with the SEC on February 4,
2009
  24
  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 17,
      2009
                          By:
                          /s/
      Xu KechengName:
      Xu KechengIts:
      President, Chief Executive Officer and Principal Executive
      Officer
  Date:  February 17,
      2009
                          By:
                          /s/He
      ZhiweiName:
      Huang Hsiao-IIts:
      Chief Financial Officer, Principal Financial and Accounting
      Officer
 25