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, 2009





OR





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





For
the transition period from ______ to __________





COMMISSION
FILE NUMBER: 000-32161





CH LIGHTING INTERNATIONAL
CORPORATION


(Exact
name of registrant as specified in its charter)





Delaware
              
              20-3828148(State
      or other jurisdiction of
                incorporation
      or organization)
              
              (IRS
      Employer
                Identification
      No.)





658
Hongyan Road, Economic Development Zone, Shangyu City, Zhejiang
Province,


The
People’s Republic of China 312300


(Address
of principal executive offices)





(011)
86-575-8212-7538


(Registrant’s
Telephone Number, Including Area Code)





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





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company 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 10, 2010, the registrant
had 120,000,000 shares of common stock, par value $0.001 per share, issued and
outstanding.








TABLE OF CONTENTS





PART
      I FINANCIAL INFORMATION
              
              3ITEM
      1. FINANCIAL STATEMENTS
              
              3ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
    OPERATION
              
              4ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
    RISK
              
              15ITEM
      4. CONTROLS AND PROCEDURES
              
              15PART
      II OTHER INFORMATION
              
              16ITEM
      1. LEGAL PROCEEDINGS
              
              16ITEM
      1A. RISK FACTORS
              
              16ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
    PROCEEDS
              
              16ITEM
      3. DEFAULTS UPON SENIOR SECURITIES
              
              16ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS
              
              16ITEM
      5. OTHER INFORMATION
              
              16ITEM
      6. EXHIBITS
              
              16SIGNATURES
              
              18EXHIBIT
      31.1EXHIBIT
      31.2EXHIBIT
      32.1EXHIBIT
      32.2


2





PART
I


FINANCIAL
INFORMATION




ITEM
1. FINANCIAL STATEMENTS





PageUnaudited
      Condensed Consolidated Balance Sheets
                
                F-1 - F-2Unaudited
      Condensed Consolidated Statements of Income and Other Comprehensive
      Income
                
                F-3Unaudited
      Condensed Consolidated Statements of Cash Flows
                
                F-4 - F-5Notes
      to Unaudited Condensed Consolidated Financial Statements
                
                F-6 - F-30


3





CH
LIGHTING INTERNATIONAL CORPORATION


(FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES


CONDENSED CONSOLIDATED
BALANCE SHEETS





December 31,
                    
                    
                    September 30,2009
                    
                    
                    2009(In
      thousands except par value and number of shares)
                    
                    (Unaudited)ASSETSCurrent
      AssetsCash
      and cash equivalents
                    
                    $
                    920
                    
                    
                    $
                    2,792Restricted
      cash
                    
                    
                    46,986
                    
                    
                    
                    37,342Accounts
      receivable, net of allowance for doubtful accounts of $2,167 at December
      31, 2009 and September 30, 2009
                    
                    
                    22,026
                    
                    
                    
                    18,346Inventories,
      net
                    
                    
                    10,302
                    
                    
                    
                    12,260Other
      receivables
                    
                    
                    305
                    
                    
                    
                    395Due
      from related parties
                    
                    
                    261
                    
                    
                    
                    255Prepayments
                    
                    
                    464
                    
                    
                    
                    284Deferred
      tax assets
                    
                    
                    371
                    
                    
                    
                    454Notes
      receivable from unrelated parties, current portion, net discount of $11 at
      December 31, 2009
                    
                    
                    222
                    
                    
                    
                    -Notes
      receivable from related parties, current portion, net discount of $1,892
      at December 31, 2009
                    
                    
                    35,034
                    
                    
                    
                    -Short-term
      notes receivable from unrelated parties
                    
                    
                    15,159
                    
                    
                    
                    2,118Short-term
      notes receivable from related parties
                    
                    
                    -
                    
                    
                    
                    10,573Total
      Current Assets
                    
                    
                    132,050
                    
                    
                    
                    84,819Long-Term
      AssetsProperty,
      plant and equipment, net
                    
                    
                    12,377
                    
                    
                    
                    13,786Construction
      in progress
                    
                    
                    1,501
                    
                    
                    
                    1,500Prepayment
      for equipment
                    
                    
                    1,621
                    
                    
                    
                    1,897Deposit
      for potential acquisition
                    
                    
                    1,112
                    
                    
                    
                    -Long-term
      notes receivable from unrelated parties, net discount of $71 at September
      30, 2009
                    
                    
                    -
                    
                    
                    
                    1,041Long-term
      notes receivable from related parties, net discount of $2,349 at September
      30, 2009
                    
                    
                    -
                    
                    
                    
                    34,574Land
      use rights, net
                    
                    
                    829
                    
                    
                    
                    839Total
      Long-Term Assets
                    
                    
                    17,440
                    
                    
                    
                    53,637TOTAL ASSETS
                    
                    
                    149,490
                    
                    
                    
                    138,456LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      Liabilities:Accounts
      payable
                    
                    
                    17,792
                    
                    
                    
                    17,645Short-term
      bank borrowings
                    
                    
                    83,558
                    
                    
                    
                    75,085Notes
      payable
                    
                    
                    18,502
                    
                    
                    
                    16,041Accrued
      expenses and other current liabilities
                    
                    
                    1,595
                    
                    
                    
                    2,394Customer
      deposits
                    
                    
                    3,022
                    
                    
                    
                    2,038Due
      to related parties
                    
                    
                    315
                    
                    
                    
                    164Income
      tax payable
                    
                    
                    267
                    
                    
                    
                    200Financial
      obligations, sale-lease back, net-current portion
                    
                    
                    2,106
                    
                    
                    
                    2,413Total
      Current Liabilities
                    
                    
                    127,157
                    
                    
                    
                    115,980Long-Term
      LiabilitiesFinancial
      obligations, sale-lease back, net-long-term portion
                    
                    
                    215
                    
                    
                    
                    624Deferred
      tax liabilities
                    
                    
                    1,229
                    
                    
                    
                    1,304Total
      Long-Term Liabilities
                    
                    
                    1,444
                    
                    
                    
                    1,928TOTAL
      LIABILITIES
                    
                    $
                    128,601
                    
                    
                    $
                    117,908


See
accompanying notes to the condensed consolidated financial
statements.





F-1





CH
LIGHTING INTERNATIONAL CORPORATION


(FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES


CONDENSED CONSOLIDATED
BALANCE SHEETS





December 31,
                          
                          
                          September 30,2009
                          
                          
                          2009(In
      thousands except par value and number of shares)
                          
                          (Unaudited)$
                          
                          
                          
                          $COMMITMENTS
      AND CONTINGENCIESEQUITYSTOCKHOLDERS’
      EQUITYPreferred
      stock, $0.001 par value, 5,000,000 shares authorized, 0 share issued and
      outstanding
                          
                          
                          -
                          
                          
                          
                          -Common
      stock, $0.001 par value, 500,000,000 shares authorized,120,000,000
      shares issued and outstanding
                          
                          
                          120
                          
                          
                          
                          120Additional
      paid-in capital
                          
                          
                          1,604
                          
                          
                          
                          1,500Statutory
      reserves
                          
                          
                          1,214
                          
                          
                          
                          1,168Accumulated
      other comprehensive income
                          
                          
                          1,601
                          
                          
                          
                          1,601Retained
      earnings
                          
                          
                          16,284
                          
                          
                          
                          16,093Total
      Stockholders’ Equity
                          
                          
                          20,823
                          
                          
                          
                          20,482NON-CONTROLLING
      INTEREST
                          
                          
                          66
                          
                          
                          
                          66TOTAL
      EQUITY
                          
                          
                          20,889
                          
                          
                          
                          20,548TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                          
                          $
                          149,490
                          
                          
                          $
                          138,456





See
accompanying notes to the condensed consolidated financial
statements.





F-2





CH
LIGHTING INTERNATIONAL CORPORATION


(FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME


(UNAUDITED)





Three Months Ended December 31,2009
                              
                              
                              2008(In
      thousands except net income per share and number of
shares)REVENUES
                              
                              $
                              13,760
                              
                              
                              $
                              15,097REVENUES
      FROM GOVERNMENT SUBSIDIES
                              
                              
                              1,609
                              
                              
                              
                              3,092TOTAL
      REVENUES
                              
                              
                              15,369
                              
                              
                              
                              18,189COST
      OF SALES
                              
                              
                              (12,116
                              )
                              
                              
                              (10,987
                              )GROSS
      PROFIT
                              
                              
                              3,253
                              
                              
                              
                              7,202Selling,
      marketing and distribution expenses
                              
                              
                              (618
                              )
                              
                              
                              (1,854
                              )General
      and administrative expenses
                              
                              
                              (1,673
                              )
                              
                              
                              (1,227
                              )TOTAL
      OPERATION EXPENSES
                              
                              
                              (2,291
                              )
                              
                              
                              (3,081
                              )INCOME
      FROM OPERATIONS
                              
                              
                              962
                              
                              
                              
                              4,121Amortization
      of discount on notes receivable
                              
                              
                              516
                              
                              
                              
                              -Interest
      income
                              
                              
                              265
                              
                              
                              
                              1,243Interest
      expense
                              
                              
                              (1,461
                              )
                              
                              
                              (1,088
                              )Other
      government subsidies
                              
                              
                              34
                              
                              
                              
                              193Other
      (expenses) income
                              
                              
                              (4
                              )
                              
                              
                              10INCOME
      BEFORE INCOME TAXES
                              
                              
                              312
                              
                              
                              
                              4,479Income
      tax expense
                              
                              
                              (76
                              )
                              
                              
                              (568
                              )NET
      INCOME
                              
                              
                              236
                              
                              
                              
                              3,911OTHER
      COMPREHENSIVE INCOMEForeign
      currency translation gain, net of tax
                              
                              
                              -
                              
                              
                              
                              3COMPREHENSIVE INCOME
                              
                              $
                              236
                              
                              
                              $
                              3,914NET
      INCOME PER SHARE ATTRIBUTABLE TO CONTROLLING INTEREST, BASIC AND
      DILUTED
                              
                              $
                              0.00
                              
                              
                              $
                              0.03WeWEIGHTED-AVERAGE SHARES
      OUTSTANDING, BASIC ANDDILUTED
                              
                              
                              120,000,000
                              
                              
                              
                              120,000,000





See
accompanying notes to the condensed consolidated financial
statements.





F-3





CH
LIGHTING INTERNATIONAL CORPORATION


(FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(UNAUDITED)





Three Months Ended December 31,2009
                          
                          
                          2008(In
      thousands)CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income
                          
                          $
                          236
                          
                          
                          $
                          3,911Adjustments
      to reconcile net income to net cash provided by operating
      activities:Depreciation
      of property, plant and equipment
                          
                          
                          390
                          
                          
                          
                          379Amortization
      of land use rights
                          
                          
                          10
                          
                          
                          
                          9Amortization
      of financial obligations, sale-lease back
                          
                          
                          99
                          
                          
                          
                          -Provision
      for slow-moving inventories
                          
                          
                          1
                          
                          
                          
                          -Amortization
      of notes receivable discount
                          
                          
                          (516
                          )
                          
                          
                          -Government
      subsidies
                          
                          
                          -
                          
                          
                          
                          (6
                          )Imputed
      interest expense
                          
                          
                          -
                          
                          
                          
                          (1,000
                          )Deferred
      taxes
                          
                          
                          8
                          
                          
                          
                          334Stock-based
      employee compensation expense
                          
                          
                          104
                          
                          
                          
                          -Changes
      in operating assets and liabilities:(Increase)
      Decrease in:Accounts
      receivable
                          
                          
                          (3,680
                          )
                          
                          
                          2,506Other
      receivables
                          
                          
                          90
                          
                          
                          
                          (864
                          )Prepayments
                          
                          
                          (180
                          )
                          
                          
                          1,056Inventories
                          
                          
                          1,957
                          
                          
                          
                          (702
                          )Increase
      (Decrease) in:Accounts
      payable
                          
                          
                          147
                          
                          
                          
                          (1,630
                          )Accrued
      expenses and other accrued liabilities
                          
                          
                          (799
                          )
                          
                          
                          1,755Customer
      deposits
                          
                          
                          984
                          
                          
                          
                          (370
                          )Income
      tax payable
                          
                          
                          67
                          
                          
                          
                          234Net
      cash (used in) provided by operating activities:
                          
                          
                          (1,082
                          )
                          
                          
                          5,612CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of property, plant and equipment
                          
                          
                          (56
                          )
                          
                          
                          (743
                          )Proceeds
      from disposition of equipment
                          
                          
                          1,074
                          
                          
                          
                          -Deposit
      for potential acquisition
                          
                          
                          (1,112
                          )
                          
                          
                          -Prepayment
      for equipment
                          
                          
                          276
                          
                          
                          
                          -Investment
      in restricted bank balances, net
                          
                          
                          -
                          
                          
                          
                          (16,015
                          )Repayment
      of long-term notes receivable from unrelated party
                          
                          
                          877
                          
                          
                          
                          -Increase
      in principal of long-term notes receivable from related
      parties
                          
                          
                          -
                          
                          
                          
                          (1,026
                          )Repayment
      of short-term notes receivable from related party
                          
                          
                          10,573
                          
                          
                          
                          -Increase
      in principal of short-term notes receivable from unrelated
      parties
                          
                          
                          (13,041
                          )
                          
                          
                          -Net
      cash used in investing activities:
                          
                          $
                          (1,409
                          )
                          
                          $
                          (17,784
                          )





See
accompanying notes to the condensed consolidated financial
statements.





F-4





CH
LIGHTING INTERNATIONAL CORPORATION


(FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(UNAUDITED)





Three
      Months Ended December 31,2009
                  
                  
                  2008(In
      thousand)CASH
      FLOWS FROM FINANCING ACTIVITIESRestricted
      cash
                  
                  $
                  (9,644
                  )
                  
                  $
                  -Proceeds
      from related parties
                  
                  
                  144
                  
                  
                  
                  -Proceeds
      from bills financing, net
                  
                  
                  -
                  
                  
                  
                  17,801Proceeds
      from notes payable
                  
                  
                  11,527
                  
                  
                  
                  -Repayment
      of notes payable
                  
                  
                  (9,066
                  )
                  
                  
                  (2,780
                  )Proceeds
      from short-term bank borrowings
                  
                  
                  28,730
                  
                  
                  
                  8,564Repayment
      of short-term bank borrowings
                  
                  
                  (20,257
                  )
                  
                  
                  (11,190
                  )Repayment
      of financial obligations, sale-leaseback
                  
                  
                  (815
                  )
                  
                  
                  (796
                  )Net
      cash provided by financing activities
                  
                  
                  619
                  
                  
                  
                  11,599NET DECREASE
      IN CASH AND CASH EQUIVALENTS
                  
                  
                  (1,872
                  )
                  
                  
                  (573
                  )Cash
      and cash equivalents, at beginning of year
                  
                  
                  2,792
                  
                  
                  
                  3,154Effect
      on exchange rate changes
                  
                  
                  -
                  
                  
                  
                  2CASH
      AND CASH EQUIVALENTS, AT END OF YEAR
                  
                  $
                  920
                  
                  
                  $
                  2,583SUPPLEMENTAL
      CASH FLOW INFORMATION:Interest
      received
                  
                  $
                  237
                  
                  
                  $
                  243Interest
      paid
                  
                  $
                  1,256
                  
                  
                  $
                  1,088SUPPLEMENTAL NON-CASH
      DISCLOSURES:Settlement
      of bills financing with other financial assets
                  
                  $
                  -
                  
                  
                  $
                  2,918





See
accompanying notes to the condensed consolidated financial
statements.





F-5





CH
LIGHTING INTERNATIONAL CORPORATION


(FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED
DECEMBER 31, 2009 AND 2008


(UNAUDITED)


(In
thousands except number of shares and par value)





1.
            BASIS
      OF PRESENTATION





CH
Lighting International Corporation (“CH Lighting”), formerly known as
Sino-Biotics, Inc., was incorporated on July 6, 2005 under the laws of the State
of Delaware, and adopted its existing name effective on August 25, 2008. Its
common stock is currently trade on the Over-The-Counter Bulletin Board (“OTCBB”)
of NASDAQ under the symbol “CHHN”.





On July
16, 2008, CH Lighting entered into a Share Exchange Agreement (the “Exchange
Agreement”) with CH International and KEG International Limited (“KEG”), a
company incorporated in the British Virgins Islands. Pursuant to the Share
Exchange Agreement, CH Lighting acquired all of the issued and outstanding
common stock of CH International from KEG in exchange for 93,000,000
newly-issued shares of CH Lighting’s common stock, par value of $0.001,
representing 77.5% of CH Lighting’s common stock issued and outstanding upon
completion of the share exchange (the “Share Exchange
Transaction”).





During
the year ended September 30, 2008, CH Lighting (i) implemented a 1 for 1,000
reverse stock split and issued 128 shares for fractional share issuance on
December 13, 2007, (ii) converted a $65 convertible promissory note and all
related accrued interest into 25,999,998 shares of common stock on January 28,
2008, (iii) converted a $10 convertible promissory note and all related accrued
interest into 3,000,000 shares of common stock on January 31, 2008 and (iv)
implemented a 6 for 1 forward stock split on March 31, 2008. There were
29,180,616 shares of CH Lighting’s common stocks issued and outstanding
immediately before the completion of the Share Exchange
Transaction.





Upon
completion of the Share Exchange Transaction (including, but not limited to, the
cancellation of the 2,180,616 shares of CH Lighting’s common stock concurrent
and simultaneous with the consummation of the Share Exchange Agreement), there
were 120,000,000 shares of CH Lighting’s common stock issued and
outstanding.





The
acquisition by CH Lighting of CH International was 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,
CH Lighting (the legal acquirer) is considered the accounting acquiree and CH
International (the legal acquiree) is considered the accounting acquirer. The
consolidated financial statements of the consolidated entity are in substance be
those of CH International, with the assets and liabilities, and revenues and
expenses, of CH Lighting being included effective from the date of completion of
Share Exchange Transaction. CH Lighting is deemed to be a continuation of
business of CH International. The outstanding common stock of CH Lighting prior
to the Share Exchange Transaction is accounted for at net book value and no
goodwill was recognized.





The
unaudited condensed consolidated financial statements of CH Lighting
International Corporation and subsidiaries (the “Company”) have been prepared in
accordance with U.S. generally accepted accounting principles for interim
financial information and pursuant to the requirements for reporting on Form
10-Q. Accordingly, they do not include all the information and footnotes
required by accounting principles generally accepted in the United States of
America for annual financial statements. However, the information included in
these interim financial statements reflects all adjustments (consisting solely
of normal recurring adjustments) which are, in the opinion of management,
necessary for the fair presentation of the consolidated financial position and
the consolidated results of operations. Results shown for interim periods
are not necessarily indicative of the results to be obtained for a full year.
The condensed consolidated balance sheet information as of September 30, 2009
was derived from the audited consolidated financial statements included in the
Company’s Annual Report on Form 10-K. These interim financial statements should
be read in conjunction with that report.





F-6





CH
LIGHTING INTERNATIONAL CORPORATION


(FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED
DECEMBER 31, 2009 AND 2008


(UNAUDITED)


(In
thousands)





1.
            BASIS
      OF PRESENTATION (CONTINUED)





On July
1, 2009, the Company adopted Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) 105-10 (formerly Statement of
Financial Accounting Standards (“SFAS”) No. 168, The FASB Accounting Standards
Codification and Hierarchy of Generally Accepted Accounting Principles, a
replacement of FASB Statement No. 162). ASC 105-10 establishes the FASB ASC as
the source of authoritative accounting principles recognized by the FASB to be
applied in preparation of financial statements in conformity with generally
accepted accounting principles in the United States of America. The adoption of
this standard had no impact on the Company’s condensed consolidated financial
statements.





Basis
of Consolidation





The
condensed consolidated financial statements include the accounts of CH Lighting
International Corporation and its wholly-owned subsidiaries. Inter-company
accounts and transactions have been eliminated in consolidation.





2.
            SIGNIFICANT
      ACCOUNTING POLICIES AND NEW ACCOUNTING
STANDARDS





Use
of Estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the condensed consolidated financial statements, and the reported amounts of
revenue and expenses during the reporting period. Management makes these
estimates using the best information available at the time the estimates are
made; however, actual results when ultimately realized could differ from those
estimates.





Revenue
Recognition





Operating
revenue represents the 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.





The
Company estimate sales return based on the amount of defective goods actually
returned after the reporting period.  There was no sales return for
the three months ended December 31, 2009 and 2008, respectively.





Shipping
and handling costs related to sales to third parties are reported as sales,
marketing and distribution expenses.





Research
and Development





Research
and development activities are expensed and charged to general administrative
expenses as incurred. Research and development costs were $536 and $580 for
the three months ended December 31, 2009 and 2008, respectively.





F-7





CH
LIGHTING INTERNATIONAL CORPORATION


(FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED
DECEMBER 31, 2009 AND 2008


(UNAUDITED)


(In
thousands except exchange rate)





2.
            SIGNIFICANT
      ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS
      (CONTINUED)





Foreign Currency
Translation





The
accompanying condensed consolidated financial statements are presented in United
States dollars. The functional currency of the Company is the Renminbi (RMB).
The condensed consolidated financial statements are translated into United
States dollars from RMB at year-end exchange rates as to assets and liabilities
and average exchange rates as to revenues and expenses. Capital accounts are
translated at their historical exchange rates when the capital transactions
occurred.




December 31,
                        2009
                      
                      
                      September 30,
                        2009
                      
                      
                      December 31,
                        2008Period
      ended RMB: $ exchange rate
                      
                      
                      6.8372
                      
                      
                      
                      6.8376
                      
                      
                      
                      -Average
      Period RMB: $ exchange rate
                      
                      
                      6.8361
                      
                      
                      
                      6.8464
                      
                      
                      
                      6.8330





Fair
Value of Financial Instruments





FASB ASC
820 (formerly SFAS No. 157 Fair Value Measurements) establishes a three-tier
fair value hierarchy, which prioritizes the inputs used in measuring fair value.
The hierarchy prioritizes the inputs into three levels based on the extent to
which inputs used in measuring fair value are observable in the
market





These
tiers include:





•
Level 1—defined as observable inputs such as quoted prices in active
markets;





•
Level 2—defined as inputs other than quoted prices in active markets that
are either directly or indirectly observable; and





•
Level 3—defined as unobservable inputs in which little or no market data
exists, therefore requiring an entity to develop its own
assumptions.





The
assets measured at fair value on a recurring basis subject to the disclosure
requirements of ASC 820 as of December 31, 2009 are as follows:





Fair
      Value Measurements at Reporting Date UsingCarrying value as of
                                December31,2009
                                (Unaudited)
                              
                              
                              QuotedPrices
      in
                                Active Markets
                                for Identical
                                Assets
                                (Level 1)
                              
                              
                              Significant Other
                                Observable
                                Inputs
                                (Level 2)
                              
                              
                              Significant
                                Unobservable
                                Inputs
                                (Level 3)Cash
      and cash  equivalents
                              
                              $
                              920
                              
                              
                              $
                              920
                              
                              
                              
                              -
                              
                              
                              
                              -Restricted
      cash
                              
                              $
                              46,986
                              
                              
                              $
                              46,986
                              
                              
                              
                              -
                              
                              
                              
                              -





For
financial reporting purposes, the Company considers all highly liquid
investments purchased with original maturity of three months or less to be
cash equivalents. The Company maintains no bank account in the United
States of America. The Company maintains its bank accounts in China
and Hong Kong.





F-8





CH
LIGHTING INTERNATIONAL CORPORATION


(FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED
DECEMBER 31, 2009 AND 2008


(UNAUDITED)


(In
thousands)





2.
            SIGNIFICANT
      ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS
      (CONTINUED)





Retirement
Plan Costs





Retirement
benefits in the form of contributions under defined contribution retirement
plans to the relevant authorities are charged to operations as incurred.
Retirement benefits amounting to $44 and $42 were charged to operations for
the three months ended December 31, 2009 and 2008, respectively.





Comprehensive
Income





Comprehensive
income is defined to include changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures,
items that are required to be recognized under current accounting standards as
components of comprehensive income are required to be reported in a financial
statement that is presented with the same prominence as other financial
statements. Comprehensive income includes net income and the foreign currency
translation gain, net of tax.





Recently
Issued Accounting Pronouncements





Effective
January 1, 2009, the Company adopted ASC 805 (formerly SFAS No. 141R,
Business Combinations). ASC 805 requires an acquirer to measure the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree at their fair values on the acquisition date, with
goodwill being the excess value over the net identifiable assets acquired. The
adoption of ASC 805 did not have any effect on the Company’s condensed
consolidated financial statements as of December 31, 2009.





Effective
January 1, 2009, the Company adopted ASC 810-10 (formerly SFAS No. 160,
Noncontrolling Interests in Consolidated Financial Statements). This Statement
establishes accounting and reporting standards that require the ownership
interests in subsidiaries’ non-parent owners be clearly presented in the equity
section of the balance sheet; requires the amount of consolidated net income
attributable to the parent and to the noncontrolling interest be clearly
identified and presented on the face of the consolidated statement of income;
requires that changes in a parent’s ownership interest while the parent retains
its controlling financial interest in its subsidiary be accounted for
consistently; requires that when a subsidiary is deconsolidated, any retained
noncontrolling equity investment in the former subsidiary be initially measured
at fair value and the gain or loss on the deconsolidation of the subsidiary be
measured using the fair value of any noncontrolling equity; requires that
entities provide disclosures that clearly identify the interests of the parent
and the interests of the noncontrolling owners. The adoption of ASC 810-10 did
not have a significant effect on the Company’s condensed consolidated financial
statements as of December 31, 2009.





Effective
January 1, 2009, the Company adopted ASC 815-10 (formerly SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities ), which amends
SFAS No. 133 and expands disclosures to include information about the fair value
of derivatives, related credit risks and a company’s strategies and objectives
for using derivatives. The adoption of ASC 815-10 did not have a material effect
on the condensed consolidated financial statements as of December 31,
2009.





F-9





CH
LIGHTING INTERNATIONAL CORPORATION


(FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED
DECEMBER 31, 2009 AND 2008


(UNAUDITED)


(In
thousands)





2.
            SIGNIFICANT
      ACCOUNTING POLICIES AND NEW ACCOUNTING
      STANDARDS(CONTINUED)





Recently
Issued Accounting Pronouncements (Continued)





Effective
January 1, 2009, the Company adopted ASC 815-40 (formerly Emerging Issues Task
Force (“EITF”) Issue No. 07-05, Determining Whether an Instrument (or Embedded
Feature) Is Indexed to an Entity’s Own Stock (“EITF 07-05”). ASC 815-40
addresses the determination of whether an instrument (or an embedded feature) is
indexed to an entity’s own stock, which is the first part of the scope exception
in paragraph 11(a) of FASB SFAS No. 133, Accounting for Derivative Instruments
and Hedging Activities (“SFAS 133”). If an instrument (or an embedded
feature) that has the characteristics of a derivative instrument under
paragraphs 6–9 of SFAS 133 is indexed to an entity’s own stock, it is still
necessary to evaluate whether it is classified in stockholders’ equity (or would
be classified in stockholders’ equity if it were a freestanding instrument).
Other applicable authoritative accounting literature, including Issues EITF
00-19, Accounting for Derivative Financial Instruments Indexed to, and
Potentially Settled in, a Company Own Stock, and EITF 05-2, The Meaning of
“Conventional Debt Instrument” in Issue No. 00-19, provides guidance for
determining whether an instrument (or an embedded feature) is classified in
stockholders’ equity (or would be classified in stockholders’ equity if it were
a freestanding instrument). ASC 815-40 does not address that second part of the
scope exception in paragraph 11(a) of SFAS 133. The adoption of ASC
815-40 did not have a material effect on the condensed consolidated
financial statements as of December 31, 2009.





On
April 1, 2009, the FASB approved ASC 805 (formerly FSP FAS 141R-1,
Accounting for Assets Acquired and Liabilities Assumed in a Business Combination
That Arise from Contingencies ) ,  which amends Statement 141R and
eliminates the distinction between contractual and non-contractual
contingencies. Under ASC 805, an acquirer is required to recognize at fair value
an asset acquired or liability assumed in a business combination that arises
from a contingency if the acquisition-date fair value of that asset or liability
can be determined during the measurement period. If the acquisition-date fair
value cannot be determined, the acquirer applies the recognition criteria in
SFAS No. 5,  Accounting for Contingencies  and
Interpretation 14, “Reasonable Estimation of the Amount of a Loss – and
interpretation of FASB Statement No. 5,” to determine whether the
contingency should be recognized as of the acquisition date or after it. The
adoption of ASC 805 did not have a material effect on the condensed
consolidated financial statements as of December 31, 2009.





ASC
320-10 (formerly FSP FAS 115-2 and FAS 124-2) amends the other-than-temporary
impairment guidance in U.S. GAAP for debt securities to make the guidance more
operational and to improve the presentation and disclosure of
other-than-temporary impairments on debt and equity securities in the financial
statements. It did not amend existing recognition and measurement guidance
related to other-than-temporary impairments of equity securities. We are
required to adopt ASC 320-10 for our interim and annual reporting periods ending
after June 15, 2009. ASC 320-10 does not require disclosures for periods
presented for comparative purposes at initial adoption. ASC 320-10 requires
comparative disclosures only for periods ending after initial adoption. The
adoption of ASC 320-10 did not have a material effect on the condensed
consolidated financial statements as of December 31, 2009.





On
April 9, 2009, the FASB also approved ASC 825-10 (formerly FSP FAS 107-1
and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments )
  to require disclosures about fair value of financial instruments in
interim period financial statements of publicly traded companies and in
summarized financial information required by APB Opinion
No. 28,  Interim Financial Reporting . We are required to adopt
ASC 825-10 for our interim and annual reporting periods ending after
June 15, 2009. ASC 825-10 does not require disclosures for periods
presented for comparative purposes at initial adoption. ASC 825-10 requires
comparative disclosures only for periods ending after initial adoption. The
adoption of ASC 825-10 did not have a material effect on the condensed
consolidated financial statements as of December 31, 2009.





F-10





CH
LIGHTING INTERNATIONAL CORPORATION


(FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED
DECEMBER 31, 2009 AND 2008


(UNAUDITED)


(In
thousands except number of customers, suppliers and percentages)





2.
            SIGNIFICANT
      ACCOUNTING POLICIES AND NEW ACCOUNTING
      STANDARDS(CONTINUED)





Recently
Issued Accounting Pronouncements (Continued)





In June
2009, the FASB issued ASC 810-10 (formerly SFAS No. 167, Amendments to FASB
Interpretation No. 46(R)). ASC 810-10 requires an enterprise to perform an
analysis and ongoing reassessments to determine whether the enterprises variable
interest or interests give it a controlling financial interest in a variable
interest entity and amends certain guidance for determining whether an entity is
a variable interest entity. It also requires enhanced disclosures that will
provide users of financial statements with more transparent information about an
enterprises involvement in a variable interest entity.  ASC 810-10 is
effective as of the beginning of each reporting entity’s first annual reporting
period that begins after November 15, 2009 and for all interim reporting periods
after that, and is
not anticipated to have any material impact on the Company’s consolidated
financial statements. The Company is currently evaluating the impact of the
adoption of ASC 810-10.





3.
            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 the three months ended
December 31, 2009 and 2008.





4.
            CONCENTRATIONS





Three Months Ended December 31,
                        (Unaudited)2009
                      
                      
                      2008Major
      customers with revenues of more than 10% of the
                        Company’s
      revenues:Revenues
      from major customer
                      
                      $ 1,929
                      
                      
                      $ 2,272Percentage
      of revenues
                      
                      
                      14
                      %
                      
                      
                      15
                      %Number
                      
                      
                      1
                      
                      
                      
                      1Major
      suppliers with purchases of more than 10% of the
                        Company’s
      purchases:Purchases
      from major suppliers
                      
                      $ 2,968
                      
                      
                      $ 3,738Percentage
      of purchases
                      
                      
                      29
                      %
                      
                      
                      30
                      %Number
                      
                      
                      2
                      
                      
                      
                      2





Accounts
receivable related to the Company’s major customer comprised 14% and 18% of all
accounts receivable at December 31, 2009 and September 30, 2009,
respectively.





Accounts
payable related to the Company’s major suppliers comprised 29% and 25% of all
accounts payable at December 31, 2009 and September 30, 2009,
respectively.





F-11





CH
LIGHTING INTERNATIONAL CORPORATION


(FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED
DECEMBER 31, 2009 AND 2008


(UNAUDITED)


(In
thousands)





5.
            RESTRICTED
      CASH





Restricted
cash at December 31, 2009 and September 30, 2009 represented time deposits
with original maturities between three and twelve months to secure banking
facilities granted by various financial institutions as follows:




December31,
                                  
                                  
                                  September30,2009
                                  
                                  
                                  2009Note
                                  
                                  (Unaudited)Notes
      payable
                                  12
                                  
                                  $
                                  17,770
                                  
                                  
                                  $
                                  13,057Bills
      financing
                                  13(b)
                                  
                                  
                                  24,821
                                  
                                  
                                  
                                  19,890Collateral
      for bank acceptance notes issued bya
      related party
                                  18(c)
                                  
                                  
                                  1,463
                                  
                                  
                                  
                                  1,463A
      short-term bank loan
                                  13(a)
                                  
                                  
                                  2,925
                                  
                                  
                                  
                                  2,925Others
                                  
                                  
                                  
                                  7
                                  
                                  
                                  
                                  7$
                                  46,986
                                  
                                  
                                  $
                                  37,342





At December
31, 2009, the Company provided a corporate guarantee for bank acceptance
notes issued by Henghui, a related party of the Company. Under the
guarantee contract, the maximum guarantee amount is $1,463, due January 28,
2010.  See Note 18(c).





6.
            INVENTORIES





Inventories
consist of the following:




December
      31,
                    
                    
                    September
      30,2009
                    
                    
                    2009(Unaudited)Raw
      materials
                    
                    $
                    2,557
                    
                    
                    $
                    3,068Work-in-progress
      and semi-finished goods
                    
                    
                    1,132
                    
                    
                    
                    2,463Finished
      goods
                    
                    
                    6,771
                    
                    
                    
                    6,88610,460
                    
                    
                    
                    12,417Less:
      Provision for slow-moving inventories
                    
                    
                    (158)
                    
                    
                    
                    (157)Inventories,
      net
                    
                    $
                    10,302
                    
                    
                    $
                    12,260





F-12





CH
LIGHTING INTERNATIONAL CORPORATION


(FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED
DECEMBER 31, 2009 AND 2008


(UNAUDITED)


(In
thousands)





7.
            PROPERTY,
      PLANT AND EQUIPMENT





Property,
plant and equipment consist of the following:





December 31,
                                
                                
                                September 30,2009
                                
                                
                                2009Note
                                
                                (Unaudited)At
      cost:Buildings
                                
                                
                                $
                                6,967
                                
                                
                                $
                                6,967Plant
      and machinery
                                
                                
                                
                                6,728
                                
                                
                                
                                7,987Motor
      vehicles
                                
                                
                                
                                1,030
                                
                                
                                
                                1,002Furniture,
      fixtures and office equipment
                                
                                
                                
                                1,184
                                
                                
                                
                                1,181Assets
      recorded under financial obligations, sale-leaseback
                                15
                                
                                
                                3,313
                                
                                
                                
                                3,31319,222
                                
                                
                                
                                20,450Less:
      Accumulated depreciationBuildings
                                
                                
                                
                                (1,770
                                )
                                
                                
                                (1,683
                                )Plant
      and machinery
                                
                                
                                
                                (2,699
                                )
                                
                                
                                (2,726
                                )Motor
      vehicles
                                
                                
                                
                                (475
                                )
                                
                                
                                (453
                                )Furniture,
      fixtures and office equipment
                                
                                
                                
                                (803
                                )
                                
                                
                                (778
                                )Assets
      recorded under financial obligations, sale-leaseback
                                
                                
                                
                                (1,098
                                )
                                
                                
                                (1,024
                                )(6,845
                                )
                                
                                
                                (6,664
                                )Property,
      plant and equipment, net
                                
                                
                                $
                                12,377
                                
                                
                                $
                                13,786





Depreciation
expense was $390 and $379 for the three months ended December 31, 2009 and 2008,
respectively.




The
Company pledged certain buildings and machinery as collateral against short-term
bank loans. See Note 13(a).




8.
            LAND
      USE RIGHTS





Land use
rights consist of the following:




December 31,
                    
                    
                    September 30,2009
                    
                    
                    2009(Unaudited)Cost
      of land use rights
                    
                    $
                    1,140
                    
                    
                    $
                    1,140Less:
      Accumulated amortization
                    
                    
                    311
                    
                    
                    
                    (301
                    )Land
      use rights, net
                    
                    $
                    829
                    
                    
                    $
                    839





Amortization
expense for the three months ended December 31, 2009 and 2008 was $10 and $9,
respectively.




The
Company pledged land use rights as collateral against short-term bank loans. See
Note 13(a).





F-13





CH
LIGHTING INTERNATIONAL CORPORATION


(FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED
DECEMBER 31, 2009 AND 2008


(UNAUDITED)


(In
thousands)





9.
            RELATED
      PARTY TRANSACTIONS





(a) 
 Names and Relationship of Related Parties:





Existing Relationships With the CompanyMr.
      Zhao
                
                Director
      and controlling stockholder of the CompanyMs.
      Gan
                
                Director
      of the Company and spouse of Mr. ZhaoShangyu
      Chenhui Childcare Products Company Limited (“CH Childcare”)
    *
                
                Under
      common control of Mr. ZhaoShaoxing
      Umbrella Factory (“SX Umbrella”) *
                
                Under
      common control of Mr. ZhaoShangyu
      Hecheng Plastic and Metal Products Company Limited
      (“Hecheng”)*
                
                Under
      common control of Mr. ZhaoShangyu
      Henghui Electronic Products Manufacturing Company Limited (“Henghui”)
      *
                
                Under
      common control of Mr. ZhaoZhejiang
      Chenhui Yingbao Childcare Products Company Limited (“Yingbao Childcare”)
      *
                
                Under
      common control of Mr.
Zhao





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





F-14




CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
DECEMBER 31, 2009 AND 2008
 (UNAUDITED)
 (In
thousands)




9.
            RELATED
      PARTY TRANSACTIONS (CONTINUED)





(b)Summary ofRelatedPartyTransactions:





ThreeMonthsEndedSeptember30,
                            (Unaudited)2009
                          
                          
                          2008NoteMr.
      Zhao and Ms. Gan
                          Mr.
      Zhao and Ms. Gan provided guarantees for short-term bank loans
      borrowed by the Company
                          
                          
                          13(a)
                          
                          
                          $
                          17,200
                          
                          
                          $
                          1,459Henghui
                          The
      Company provided cash as collateral for the bank acceptance
      notes issued by Henghui
                          
                          
                          5,
      18(c)
                          
                          
                          
                          1,463
                          
                          
                          
                          -Henghui
      provided a guarantee for a short-term bank loan borrowed by the
      Company
                          
                          
                          13(a)
                          
                          
                          
                          511
                          
                          
                          
                          -The
      Company had a long-term receivable from Henghui
                          
                          
                          9(e)
                          
                          
                          
                          18,499
                          
                          
                          
                          25,136The
      Company received interest income from Henghui
                          
                          
                          
                          
                          
                          
                          -
                          
                          
                          
                          1,000Yingbao
      Childcare
                          Yingbao
      Childcare provided a guarantee for the financial obligations,
      sale-leaseback borrowed by the Company
                          
                          
                          15
                          
                          
                          
                          1,931
                          
                          
                          
                          3,160Yingbao
      Childcare provided a guarantee for the short-term bank loans borrowed by
      the Company
                          
                          
                          13(a)
                          
                          
                          
                          10,823
                          
                          
                          
                          7,374The
      Company had long-term notes receivable from Yingbao
    Childcare
                          
                          
                          9(e)
                          
                          
                          
                          16,535
                          
                          
                          
                          -SX
      Umbrella
                          The
      Company paid a rental fee to SX Umbrella for renting a
      dorm
                          
                          
                          
                          
                          
                          
                          4
                          
                          
                          
                          4




F-15




CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
DECEMBER 31, 2009 AND 2008
 (UNAUDITED)
 (In
thousands)




9.
            RELATED
      PARTY TRANSACTIONS (CONTINUED)





(c)  
      Summary of Balances with Related
Parties:





December 31,
                  
                  
                  September 30,2009
                  
                  
                  2009(Unaudited)Due
      from employees
                  
                  $
                  261
                  
                  
                  $
                  255$
                  261
                  
                  
                  $
                  255





Amounts
due from employees are interest-free, unsecured and have no fixed repayment
terms. They primarily represent advances to sales personnel of the Company for
business and travelling related expenses.





December 31,
                        
                        
                        September 30,2009
                        
                        
                        2009(Unaudited)Due to related parties:Mr.
      Zhao
                        
                        $
                        272
                        
                        
                        $
                        125SX
      Umbrella
                        
                        
                        43
                        
                        
                        
                        39$
                        315
                        
                        
                        $
                        164





Amounts
due to related parties represent unsecured advances, which are interest-free and
repayable on demand.




(d) Short-term
      Notes Receivable from Related
Party





December 31,
                  
                  
                  September 30,2009
                  
                  
                  2009(Unaudited)Henghui,
      due December 31, 2009, repaid on due date
                  a)
                  
                  $
                  -
                  
                  
                  $
                  115Henghui,
      due March 31, 2010, repaid on December 31, 2009
                  b)
                  
                  
                  -
                  
                  
                  
                  10,458Total
                  
                  
                  $
                  -
                  
                  
                  $
                  10,573





The interest-free
and secured by Mr. Zhao notes denoted a) and b) were provided to a
related company for its assistance in providing a guarantee for bank loans
borrowed by the Company.





F-16




CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
DECEMBER 31, 2009 AND 2008
 (UNAUDITED)
 (In
thousands)




9.
            RELATED
      PARTY TRANSACTIONS (CONTINUED)





(e)
Long-term Notes Receivable from Related Parties





December 31,
                  
                  
                  September 30,2009
                  
                  
                  2009(Unaudited)Yingbao
      Childcare, due December 31, 2010, net ofdiscount
      of $893 and $1,108, respectively
                  a)
                  
                  $
                  16,535
                  
                  
                  $
                  16,318Henghui,
      due December 31, 2010, net of discount of$999
      and $1,239, respectively
                  b)
                  
                  
                  18,499
                  
                  
                  
                  18,256Long-term
      Notes Receivable From Related Parties
                  
                  
                  
                  35,034
                  
                  
                  
                  34,574Less:
      Current portion
                  
                  
                  
                  35,034
                  
                  
                  
                  -Long-term
      portion
                  
                  
                  $
                  -
                  
                  
                  $
                  34,574





In
October 2008, $36,921 interest-free notes were provided to related companies a)
and b) for their assistance in developing distribution channels and new markets
for the Company. The Company recorded non-cash marketing expense and discounts
on the notes receivable of $3,376 based on the present value of the notes
receivable using a 5.4% rate.





The
amortization of discount, relating to the notes for the three months ended
December 31, 2009 and 2008 was $457 and $1,000,
respectively.




10.
            SHORT-TERM
      NOTES RECEIVABLE FROM UNRELATED
PARTIES





The
short-term notes receivable from unrelated parties consist of the
following:





December
      31,
                  
                  
                  September
      30,2009
                  
                  
                  2009(Unaudited)Due
      December 31, 2009, repaid on due date
                  a)
                  
                  $
                  -
                  
                  
                  $
                  731Due
      March 31, 2010
                  b)
                  
                  
                  1,206
                  
                  
                  
                  948Due
      August 3, 2010
                  c)
                  
                  
                  439
                  
                  
                  
                  439Due
      November 30, 2010
                  d)
                  
                  
                  13,514
                  
                  
                  
                  -Total
                  
                  
                  $
                  15,159
                  
                  
                  $
                  2,118





The unsecured
notes denoted a) and c) were provided to an unrelated company for its
assistance in providing a guarantee for bank loans borrowed by the Company, and
bears a 4.79% and 4.28% interest rate per annum, respectively. Interest income
was $13 and $0 for the three months ended December, 31 2009 and 2008,
respectively.





The interest-free,
unsecured notes denoted b) and d) were provided to unrelated companies for
their assistance in providing a guarantee for bank loans borrowed by the
Company.




F-17




CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
DECEMBER 31, 2009 AND 2008
 (UNAUDITED)
 (In
thousands)




11.
            LONG-TERM
      NOTES RECEIVABLE FROM UNRELATED
PARTIES





The
long-term notes receivable from unrelated parties consist of the
following:





December
      31,
                  
                  
                  September
      30,2009
                  
                  
                  2009(Unaudited)Due
      December 31, 2010, net of discount of $1 and $2 at December 31, 2009
      and September 30, 2009, respectively
                  a)
                  
                  $
                  35
                  
                  
                  $
                  34Due
      December 31, 2010, net of discount of $1 and $2 at December 31, 2009
      and September 30, 2009, respectively
                  b)
                  
                  
                  35
                  
                  
                  
                  34Due
      December 31, 2010, net of discount of $8 and $10 at December 31, 2009
      and September 30, 2009, respectively
                  c)
                  
                  
                  152
                  
                  
                  
                  151Due
      December 31, 2010, repaid on December 31, 2009
                  d)
                  
                  
                  -
                  
                  
                  
                  822Subtotal
                  
                  
                  
                  222
                  
                  
                  
                  1,041Less:
      Current portion
                  
                  
                  
                  222
                  
                  
                  
                  -Long-term
      portion
                  
                  
                  $
                  -
                  
                  
                  $
                  1,041





In
October 2008, interest-free notes were provided to an unrelated company a) for
its assistance in developing distribution channels and new markets for the
Company. The Company recorded non-cash marketing expense and discounts on the
notes receivable of $4 based on the present value of the notes receivable using
a 5.4% rate.





In
September 2009, interest-free notes were provided to unrelated companies b), c)
and d) for their assistance in developing distribution channels and new markets
for the Company. The Company recorded non-cash marketing expense and discounts
on the notes receivable of $68 based on the present value of the notes
receivable using a 5.4% rate. The unamortized discount on note denoted d) was
$55, which was transferred to amortization of discount on notes receivable, with
the settlement of the principle at December 31, 2009.





The
amortization of discount, relating to the notes denoted a), b) and c) for
the three months ended December 31, 2009 and 2008 was $4 and $0,
respectively.




F-18




CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
DECEMBER 31, 2009 AND 2008
 (UNAUDITED)
 (In
thousands)




12.
            NOTES
      PAYABLE





The notes
payable consist of the following:





December 31,
                    
                    
                    September 30,2009
                    
                    
                    2009(Unaudited)Due
      February 4, 2010, subsequently repaid on due date
                    
                    $
                    694
                    
                    
                    $
                    694Due
      March 1, 2010
                    
                    
                    2,039
                    
                    
                    
                    2,039Due
      March 3, 2010
                    
                    
                    1,316
                    
                    
                    
                    1,316Due
      March 23, 2010
                    
                    
                    1,677
                    
                    
                    
                    1,463Due
      March 27, 2010
                    
                    
                    1,463
                    
                    
                    
                    1,463Due
      April 12, 2010
                    
                    
                    312
                    
                    
                    
                    -Due
      May 3, 2010
                    
                    
                    574
                    
                    
                    
                    -Due
      May 20, 2010
                    
                    
                    1,463
                    
                    
                    
                    -Due
      May 25, 2010
                    
                    
                    1,463
                    
                    
                    
                    -Due
      June 3, 2010
                    
                    
                    481
                    
                    
                    
                    -Due
      June 9, 2010
                    
                    
                    1,463
                    
                    
                    
                    -Due
      June 10, 2010
                    
                    
                    1,463
                    
                    
                    
                    -Due
      June 11, 2010
                    
                    
                    1,463
                    
                    
                    
                    -Due
      June 17, 2010
                    
                    
                    1,900
                    
                    
                    
                    -Due
      June 24, 2010
                    
                    
                    731
                    
                    
                    
                    -Due
      before December 31, 2009,subsequently
      repaid on due date
                    
                    
                    -
                    
                    
                    
                    9,066$
                    18,502
                    
                    
                    $
                    16,041





All the
notes payable are bank acceptance notes and subject to bank charges of 0.05% of
the principal amount as commission on each loan transaction. Bank charges for
notes payable were $19 and $10 for the three months ended December 31,
2009 and 2008, respectively.





Notes
payable are secured by $17,770 and $13,057 restricted
cash at December 31, 2009 and September 30, 2009, respectively. See
Note 5.




F-19




CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
DECEMBER 31, 2009 AND 2008
 (UNAUDITED)
 (In
thousands)




13.
            SHORT-TERM
      BANK BORROWINGS





The
short-term bank borrowings consist of the following:





December 31,
                  
                  
                  September 30,2009
                  
                  
                  2009Note
                  
                  
                  (Unaudited)Short-term
      bank loans
                  
                  
                  13(a)
                  
                  
                  $
                  56,500
                  
                  
                  $
                  55,195Bills
      financing
                  
                  
                  13(b)
                  
                  
                  
                  27,058
                  
                  
                  
                  19,890$
                  83,558
                  
                  
                  $
                  75,085




(a)  
      Short-Term Bank Loans




The
short-term bank loans consist of the following:





December 31,
                        
                        
                        September 30,2009
                        
                        
                        2009(Unaudited)Due
      January 6, 2010, subsequently repaid on due date
                        
                        
                        
                        
                        $
                        1,463
                        
                        
                        $
                        -Due
      January 11, 2010, subsequently repaid on due date
                        
                        
                        
                        
                        
                        1,463
                        
                        
                        
                        1,463Due
      January 24, 2010, subsequently repaid on due date
                        
                        
                        
                        
                        
                        2,194
                        
                        
                        
                        2,194Due
      February 3, 2010, subsequently repaid on due date
                        
                        
                        
                        
                        
                        -
                        
                        
                        
                        512Due
      February 19, 2010
                        
                        
                        
                        
                        
                        731
                        
                        
                        
                        731Due
      February 25, 2010
                        
                        
                        
                        
                        
                        995
                        
                        
                        
                        995Due
      March 1, 2010
                        
                        
                        
                        
                        
                        2,867
                        
                        
                        
                        2,867Due
      March 17, 2010
                        
                        
                        
                        
                        
                        1,755
                        
                        
                        
                        1,755Due
      March 26, 2010
                        
                        
                        
                        
                        
                        2,925
                        
                        
                        
                        2,925Due
      March 30, 2010
                        
                        
                        
                        
                        
                        2,925
                        
                        
                        
                        2,925Due
      April 4, 2010
                        
                        
                        
                        
                        
                        1,463
                        
                        
                        
                        1,463Due
      April 9, 2010
                        
                        
                        
                        
                        
                        731
                        
                        
                        
                        731Due
      April 12, 2010
                        
                        
                        
                        
                        
                        1,463
                        
                        
                        
                        -Due
      April 17, 2010
                        
                        
                        
                        
                        
                        2,925
                        
                        
                        
                        2,925Due
      April 22, 2010
                        
                        
                        
                        
                        
                        731
                        
                        
                        
                        731Due
      April 30, 2010
                        
                        
                        
                        
                        
                        1,755
                        
                        
                        
                        1,755Due
      May 18, 2010
                        
                        
                        
                        
                        
                        2,194
                        
                        
                        
                        2,194Due
      May 28, 2010
                        
                        
                        
                        
                        
                        1,711
                        
                        
                        
                        761Due
      June 4, 2010
                        
                        
                        9(b)
                        
                        
                        
                        511
                        
                        
                        
                        -Due
      June 7, 2010
                        
                        
                        
                        
                        
                        
                        731
                        
                        
                        
                        731Due
      June 10, 2010
                        
                        
                        
                        
                        
                        
                        2,194
                        
                        
                        
                        2,194Due
      June 11, 2010
                        
                        
                        
                        
                        
                        
                        1,199
                        
                        
                        
                        -Due
      June 14, 2010
                        
                        
                        
                        
                        
                        
                        439
                        
                        
                        
                        439Due
      June 25, 2010
                        
                        
                        
                        
                        
                        
                        731
                        
                        
                        
                        731Due
      June 28, 2010
                        
                        
                        
                        
                        
                        
                        3,642
                        
                        
                        
                        3,642Due
      July 14, 2010
                        
                        
                        
                        
                        
                        
                        1,463
                        
                        
                        
                        1,463Due
      July 15, 2010
                        
                        
                        9(b)
                        
                        
                        
                        5,850
                        
                        
                        
                        5,850Due
      August 3, 2010
                        
                        
                        
                        
                        
                        
                        1,550
                        
                        
                        
                        1,550Due
      August 4, 2010
                        
                        
                        9(b)
                        
                        
                        
                        4,973
                        
                        
                        
                        4,973Due
      August 19, 2010
                        
                        
                        
                        
                        
                        
                        1,463
                        
                        
                        
                        1,463Due
      August 21, 2010
                        
                        
                        
                        
                        
                        
                        1,463
                        
                        
                        
                        1,463Due
      before December 31, 2009,subsequently
      repaid on due date
                        
                        
                        
                        
                        
                        
                        -
                        
                        
                        
                        3,769Total
                        
                        
                        
                        
                        
                        $
                        56,500
                        
                        
                        $
                        55,195





F-20




CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
DECEMBER 31, 2009 AND 2008
 (UNAUDITED)
 (In
thousands)




13.
            SHORT-TERM
      BANK BORROWINGS (CONTINUED)




(a)  
      Short-Term Bank Loans (Continued)




Short-term
bank loans are collateralized by land use rights, property, plant and equipment
and restricted cash of the Company with carrying values as follows:




December 31,
                  
                  
                  September 30,2009
                  
                  
                  2009Note
                  
                  
                  (Unaudited)Land
      use rights
                  
                  
                  8
                  
                  
                  $
                  839
                  
                  
                  $
                  839Property,
      plant and equipment
                  
                  
                  7
                  
                  
                  
                  4,371
                  
                  
                  
                  4,371Restricted
      cash
                  
                  
                  5
                  
                  
                  
                  2,925
                  
                  
                  
                  2,925$
                  8,135
                  
                  
                  $
                  8,135




Various
parties have also provided guarantees against these short-term bank loans as
follows:





December 31,
                  
                  
                  September 30,2009
                  
                  
                  2009Note
                  
                  
                  (Unaudited)Personal
      guarantees provided by related parties
                  
                  
                  9(b)
                  
                  
                  $
                  17,200
                  
                  
                  $
                  17,711Corporate
      guarantees provided by unrelated parties
                  
                  
                  18
                  
                  
                  $
                  25,230
                  
                  
                  $
                  23,927




The
weighted average annual interest rates of the short-term bank loans were 5.56%
and 5.62% as of December 31, 2009 and September 30, 2009,
respectively.  Interest expense was $797 and $544 for the three
months ended December 31, 2009 and 2008, respectively.




F-21




CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
DECEMBER 31, 2009 AND 2008
 (UNAUDITED)
 (In
thousands)




13.
            SHORT-TERM
      BANK BORROWINGS (CONTINUED)




(b)  
      Bills Financing




The bills
financing consists of the following:





December
      31,
                  
                  
                  September
      30,2009
                  
                  
                  2009(Unaudited)Due
      February 20, 2010
                  
                  $
                  1,462
                  
                  
                  $
                  1,462Due
      March 7, 2010
                  
                  
                  1,462
                  
                  
                  
                  1,462Due
      March 8, 2010
                  
                  
                  1,462
                  
                  
                  
                  1,462Due
      March 22, 2010
                  
                  
                  1,462
                  
                  
                  
                  1,462Due
      April 15, 2010
                  
                  
                  1,756
                  
                  
                  
                  -Due
      April 30, 2010
                  
                  
                  2,925
                  
                  
                  
                  -Due
      May 12, 2010
                  
                  
                  1,170
                  
                  
                  
                  -Due
      May 24, 2010
                  
                  
                  4,388
                  
                  
                  
                  -Due
      May 26, 2010
                  
                  
                  1,463
                  
                  
                  
                  -Due
      June 1, 2010
                  
                  
                  1,463
                  
                  
                  
                  -Due
      June 8, 2010
                  
                  
                  2,633
                  
                  
                  
                  -Due
      June 16, 2010
                  
                  
                  731
                  
                  
                  
                  -Due
      June 18, 2010
                  
                  
                  1,463
                  
                  
                  
                  -Due
      June 24, 2010
                  
                  
                  3,218
                  
                  
                  
                  -Due
      before December 31, 2009,subsequently
      repaid on due date
                  
                  
                  -
                  
                  
                  
                  14,042Total
                  
                  $
                  27,058
                  
                  
                  $
                  19,890





The bills
are secured restricted cash of the Company of $24,821 and$19,890
at December 31, 2009 and September 30, 2009, respectively. See Note
5.





The
weighted average annual interest rates of the bills financing were 2.25% and
2.14% as of December 31, 2009 and September 30, 2009,
respectively.  Interest expense was $360 and $197 for the
three months ended December 31, 2009 and 2008, respectively.





F-22




CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
DECEMBER 31, 2009 AND 2008
 (UNAUDITED)
 (In
thousands)




14.
            GOVERNMENT
      SUBSIDIES





Since
2008 the central government of the PRC agreed to grant the Company subsidies for
selling energy - saving lighting products at a discount price on a condition
that the products are sold to retail customers. Revenues of $1,609 and
$3,092 were recorded as revenue derived from government subsidies for the three
months ended December 31, 2009 and 2008. Of the total, $1,525 of the government
subsidies revenue recognized in the three months ended December 31,
2008 was associated with the sales for the year ended September 30, 2008.
As the Company sold their products to distributors rather than retail customers
for the year ended September 30, 2008, they were not able to make an appropriate
estimate for the amount of the government subsidies receivable then. Therefore,
such amount was recorded as revenue derived from government subsidies upon
receipt for the three months ended December 31, 2008. The remaining $1,609 and
$1,567 of the government subsidies revenue was associated with the sales made
during the three months ended December 31, 2009 and 2008, respectively. Since
the Company changed their selling strategy and sold products directly to retail
customers, they were able to make an appropriate estimate for the amount of
government subsidies receivable, and therefore, such amount was recorded as
revenue derived from government subsidies for the three months ended December
31, 2009. The government subsidies receivable of $1,609 is included in
the accounts receivable balance at December 31, 2009.





For the
three months ended December 31, 2009, the Company was granted and received
unconditional government subsidies of $34 for its achievement in developing new
technology, which were recorded as other income. The Company recognized
such government subsidies as income upon receipt because these subsidies are
unconditional and for the Company’s past achievement.




F-23




CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
DECEMBER 31, 2009 AND 2008
 (UNAUDITED)
 (In
thousands)




15.
            FINANCIAL
      OBLIGATIONS, SALE-LEASEBACK





In
September 2007, the Company refinanced its machinery under a sale-leaseback
arrangement. Under the sale-leaseback agreement, the facility was sold for RMB
30,000 ($4,376) and concurrently, the Company leased the facility back for an
amount aggregating RMB 30,000 ($4,376) with a weighted average interest rate of
8.16%, payable in periodic installments through September 2010. Among the
selling price of RMB 30,000 ($4,376), RMB 20,000 ($2,917) was received in cash,
and the remaining balance of RMB 10,000 ($1,459) was treated as an interest
bearing security deposit to be applied to future lease payments. The transaction
was accounted for as a financing arrangement, wherein the property remains on
the Company’s books and will continue to be depreciated. A financial
obligation in the amount of RMB 20,000 ($2,917), representing the net proceeds
of the sale, was presented as “Financial obligations, sale-leaseback” in the
Company’s Balance Sheets, and is being reduced by lease payments under the
financial obligation. The Company has an option to purchase the facility for RMB
300 ($44) at the expiration of the lease. The financial obligation is guaranteed
by Yinbao Childcare, a related party of the Company. See Note 9(b).





In June
2008, the Company refinanced its machinery under a sale-leaseback arrangement.
Under the sale-leaseback agreement, the facility was sold for RMB 40,000
($5,835) and concurrently, the Company leased the facility back for an amount
aggregating RMB 40,000 ($5,835) with a weighted average interest rate of 8.16%,
payable in periodic installments through June 2011. Among the selling price of
RMB 40,000 ($5,835), RMB 26,666 ($3,889) was received in cash, and the remaining
balance of RMB 13,334 ($1,946) was treated as an interest bearing security
deposit to be applied to future lease payments. The transaction was accounted
for as a financing arrangement, wherein the property remains on the Company’s
books and will continue to be depreciated. A financial obligation in the
amount of RMB 26,666 ($3,889), representing the net proceeds of the sale, was
presented as “Financial obligations, sale-leaseback” in the Company’s Balance
Sheets, and is being reduced by lease payments under the financial
obligation. The Company has an option to purchase the facility for RMB 400 ($58)
at the expiration of the lease.





December 31,
                    
                    
                    September 30,2009
                    
                    
                    2009(Unaudited)Financial
      obligations, sale-leaseback
                    
                    $
                    6,825
                    
                    
                    $
                    6,825Less:
      Accumulated amortization
                    
                    
                    (4,504
                    )
                    
                    
                    (3,788
                    )Financial
      obligations, sale-leaseback, net
                    
                    
                    2,321
                    
                    
                    
                    3,037Less:
      Current portion
                    
                    
                    2,106
                    
                    
                    
                    2,413Long-term
      portion
                    
                    $
                    215
                    
                    
                    $
                    624





As of
December 31, 2009, future minimum payments required under non-cancellable
sale-leaseback are:





Year Ended December 31,
                  
                  Amount(Unaudited)2010
                  
                  $
                  2,3912011
                  
                  
                  295Total
      minimum lease payments
                  
                  
                  2,686Less:
      Amount representing interest
                  
                  
                  365Present
      value of net minimum lease payments
                  
                  $
                  2,321





Amortization
of the financial obligations for the three months ended December 31, 2009 and
2008 was $99 and $206, respectively.





F-24




CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
DECEMBER 31, 2009 AND 2008
 (UNAUDITED)
 (In
thousands)




16.
            INCOME
      TAXES





(a)   Corporation
Income Tax (“CIT”)





At
December 31, 2009, the Company had US federal net operating loss
carryforward of approximately $124 expiring beginning in 2009 in
varying amounts through 2028.





FASB ASC
740 (formerly SFAS No. 109 Accounting for Income Taxes) requires that a
valuation allowance be established when it is more likely than not that all or a
portion of deferred tax assets will not be realized. The Company estimates
they will not have net operating income in the United States.  As
such, the Company recorded a 100% valuation allowance against its net
deferred tax asset associated with net operating loss carry forward as
of December 31, 2009.





The
People’s Republic of China





On March
16, 2007, the National People’s Congress of China approved the Corporate Income
Tax Law of the People’s Republic of China (the “new CIT Law”), which was
effective on January 1, 2008.  Under the new CIT Law, the corporate income
tax rate applicable to the Company starting from January 1, 2008 is 25%. The new
CIT Law has an impact on the deferred tax assets and liabilities of the Company.
The Company adjusted deferred tax balances as of September 30, 2009 based on
their best estimates and will continue to assess the impact of such new law in
the future. The effects arising from the enforcement of the new CIT law have
been reflected in the accounts.





The
Company uses FASB ASC 740 (formerly FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes (“FIN 48”)). – AN INTERPRETATION OF
FASB STATEMENT NO. 109, ACCOUNTING FOR INCOME TAXES. The Interpretation
addresses the determination of whether tax benefits claimed or expected to be
claimed on a tax return should be recorded in the financial statements. Under
FIN 48, we may recognize the tax benefit from an uncertain tax position only if
it is more likely than not that the tax position will be sustained on
examination by the taxing authorities, based on the technical merits of the
position. The tax benefits recognized in the financial statements from such a
position should be measured based on the largest benefit that has a greater
than fifty percent likelihood of being realized upon ultimate settlement. FIN 48
also provides guidance on recognition, classification, interest and penalties on
income taxes, accounting in interim periods and requires increased disclosures.
As of December 31, 2009, the Company did not have a liability for
unrecognized tax benefits.





CH
Technology received official designation by the local tax authority as a
foreign-invested enterprise engaged in manufacturing activities, and
it exempts from enterprise income tax for two years commencing from the
first profitable year in 2007, followed by a 50% reduction for the next three
years.





CH
Lighting PRC received official designation by the local tax authority as a High
and New-Tech Enterprise, and the applicable income tax is 15% from January
1, 2008 to December 31, 2010.





Dividends
payable by a foreign invested enterprise to its foreign investors are subject to
a 10% withholding tax, unless any foreign investor’s jurisdiction of
incorporation has a tax treaty with the PRC that provides for a different
withholding arrangement.




F-25




CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
DECEMBER 31, 2009 AND 2008
 (UNAUDITED)
 (In
thousands)




16.
            INCOME
      TAXES (CONTINUED)





Income
      tax expense consist of the
following:




ThreeMonthsEndedDecember31,
                    (Unaudited)2009
                  
                  
                  2008Current
      tax
                  
                  $
                  (68
                  )
                  
                  $
                  (234
                  )Deferred
      tax
                  
                  
                  40
                  
                  
                  
                  11Withholding
      tax
                  
                  
                  (48
                  )
                  
                  
                  (345
                  )Income
      tax expense
                  
                  $
                  (76
                  )
                  
                  $
                  (568
                  )





Reconciliation
from the expected income tax expenses calculated with reference to the statutory
tax rate in the PRC of 25%is as
follows:




ThreeMonthsEndedDecember31,
                    (Unaudited)2009
                  
                  
                  2008Computed
      “expected” income tax expenses
                  
                  $
                  (78
                  )
                  
                  $
                  (1,120
                  )Effect
      on tax incentives / holiday
                  
                  
                  64
                  
                  
                  
                  707Permanent
      differences
                  
                  
                  (14
                  )
                  
                  
                  190Withholding
      tax
                  
                  
                  (48
                  )
                  
                  
                  (345
                  )Income
      tax expense
                  
                  $
                  (76
                  )
                  
                  $
                  (568
                  )





Components
of net deferred tax liabilities are as follows:





December 31,
                        
                        
                        September 30,2009
                        
                        
                        2009(Unaudited)Deferred tax assets (liabilities):Current
      portion:Provision
      of doubtful accounts
                        
                        $
                        423
                        
                        
                        $
                        438Provision
      and accruals
                        
                        
                        88
                        
                        
                        
                        57Discount
      of notes receivable
                        
                        
                        280
                        
                        
                        
                        356Sales
      cut off
                        
                        
                        (420
                        )
                        
                        
                        (397
                        )Subtotal
                        
                        
                        371
                        
                        
                        
                        454Non-current
      portion:Depreciation
                        
                        
                        104
                        
                        
                        
                        110Other
      comprehensive income
                        
                        
                        (534
                        )
                        
                        
                        (534
                        )Net
      operating loss carry forward
                        
                        
                        307
                        
                        
                        
                        168Less:
      Valuation allowance
                        
                        
                        (178
                        )
                        
                        
                        (168
                        )Withholding
      tax
                        
                        
                        (928
                        )
                        
                        
                        (880
                        )Subtotal
                        
                        
                        (1,229
                        )
                        
                        
                        (1,304
                        )Net
      deferred tax liabilities
                        
                        $
                        (858
                        )
                        
                        $
                        (850
                        )




F-26




CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
DECEMBER 31, 2009 AND 2008
 (UNAUDITED)
 (In
thousands except net income per share)




16.
            INCOME
      TAXES (CONTINUED)





(b)   Value
Added Tax (“VAT”)




Enterprises
or individuals, who sell commodities, engage in repair and maintenance or import
or export goods in the PRC are subject to a value added tax in accordance with
Chinese Laws. The VAT standard rate is 17% of the gross sale price. A credit is
available whereby VAT paid on the purchases of semi-finished products or raw
materials used in the production of the Company’s finished products can be used
to offset the VAT due on the sales of the finished products.




On
January 1, 2002, the export policy of VAT "Exemption, Credit and Refund" began
to apply to all exports by manufacture-based enterprises. In accordance with
this policy, exported goods are exempted from output VAT and the input VAT
charged for purchases of the raw materials, components and power consumed for
the production of the exported goods may be refunded. Beginning July 1, 2008,
the refund rates of lighting source products applicable to Zhejiang CH and CH
Technology were ranging from 17% to 13%.





The
refundable VAT of $299 and $390 at December 31, 2009 and September 30,
2009, respectively, are included in other receivables in the accompanying
condensed consolidated balance sheets.




(c)   Tax
Holiday




Income
before income tax expenses was $312 and $4,479 for the three months
ended December 31, 2009 and 2008, which was mainly attributed to subsidiaries
with operations in China. Income tax expense related to China income for
the three months ended December 31, 2009 and 2008 was $76 and $568,
respectively. The combined unaudited pro forma effects of the income tax expense
exemption and reduction available to us are as follows:




Three Months Ended December 31,
                          (Unaudited)2009
                        
                        
                        2008Effect
      on tax incentives / holiday
                        
                        $
                        64
                        
                        
                        $
                        707Basic
      net income per share exclude tax holiday effect
                        
                        $
                        0.00
                        
                        
                        $
                        0.00




17.
            DISTRIBUTION
      OF INCOME





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





All PRC
subsidiaries 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 the PRC Subsidiaries’ registered capital.





For the
three months ended December 31, 2009 and 2008, the Company transferred $46
and $93 to the statutory surplus reserve respectively.





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 the PRC Subsidiaries.




F-27




CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
DECEMBER 31, 2009 AND 2008
 (UNAUDITED)
 (In
thousand)




18.
            COMMITMENTS
      AND CONTINGENCIES





(a)
            Operating
      Lease Commitments





As of
December 31, 2009, the Company entered into an operating leases agreement
for its office and is required to pay the remainder of the rental fee
of $15 within one year.





(b)
            Capital
      Commitments





The
Company entered into unconditional purchase commitment for construction projects
of $8,721 within one year as of December 31, 2009.





(c)
            Contingencies





As of
December 31, 2009, the Company provided corporate guarantees for bank loans
borrowed by an unrelated company incorporated in the PRC (“Company
A”). Associated with the corporate guarantee, Company A also provided a
cross guarantee for the bank loans of $25,230 borrowed by the
Company. See Note 13(a).  If Company A defaults on the repayment
of its bank loans when they fall due, the Company is required to repay the
outstanding balance. As of December 31, 2009, the guarantee provided for the
bank loans borrowed by Company A was approximately $3,656, which consists
of the following:





December 31, 2009(Unaudited)Due
      May 26, 2010
                    
                    $
                    1,170Due
      May 26, 2010
                    
                    
                    293Due
      June 10, 2010
                    
                    
                    731Due
      December 1, 2010
                    
                    
                    921Due
      December 28, 2010
                    
                    
                    541Total
                    
                    $
                    3,656





As of
December 31, 2009, the Company provided a corporate guarantee for bank
acceptance notes issued by Henghui, a related party of the Company. Under
the guarantee contract, the maximum guarantee amount is $1,463,
due April 9, 2010. See Note 5.





However,
default by Company A and Henghui is considered remote by the management. Based
on the information available to the management, the fair values of the
guarantees granted by the Company are considered not material and therefore no
liability for the guarantor's obligation under the guarantee was recognized as
of December 31, 2009.





F-28




CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
DECEMBER 31, 2009 AND 2008
 (UNAUDITED)
 (In
thousand except number of shares and years)




19.
            GEOGRAPHICAL
      SALES AND SEGMENTS





Information
for the Company’s sales by geographical area for the three months ended December
31, 2009 and 2008 are as following:





Three Months Ended December 31,
                    (Unaudited)2009
                  
                  
                  2009China,
      including Hong Kong
                  
                  $
                  7,645
                  
                  
                  $
                  10,912Middle
      East
                  
                  
                  2,019
                  
                  
                  
                  3,503Korea
                  
                  
                  1,921
                  
                  
                  
                  835Europe
                  
                  
                  3,030
                  
                  
                  
                  2,354United
      States
                  
                  
                  313
                  
                  
                  
                  76Africa
                  
                  
                  120
                  
                  
                  
                  -South
      America
                  
                  
                  35
                  
                  
                  
                  -Others
                  
                  
                  286
                  
                  
                  
                  509Total
                  
                  $
                  15,369
                  
                  
                  $
                  18,189





The
Company operates one business segment for the three months ended December 31,
2009 and 2008.




20.
            STOCK-BASED
      EMPLOYEE COMPENSATION ARRANGEMENT





On June
15, 2008, Mr. Zhao and certain key management personnel of CH Lighting (the
“Employees”) entered into stock-based employee compensation agreements, which
enable those key management personnel to acquire 470 shares (4.7%) of the issued
and outstanding common stocks of KEG (the “Award Stocks”) from Mr. Zhao.
Pursuant to the stock-based employee compensation agreements, 125 shares of
Award Stocks were fully vested immediately and the remaining 345 shares of Award
Stocks will be vested on each anniversary date of the original grant on a pro
rata basis over 5 years until all awards are vested (the “Vesting Period”). If
the Employees are unable to remain in office during the Vesting Period, Mr. Zhao
is entitled to re-purchase the unvested Award Stocks.





The
Company adopted FASB ASC 718 (formerly SFAS No. 123R, Share-based payment) to
recognize an expense for unvested share-based compensation that has been issued
or will be issued after that date. The Company adopted FASB ASC 718 on
a prospective basis.





Compensation
expense attributed to the stock-based employee compensation agreements is based
on the fair value of the Award Stocks on the grant date. Compensation expense is
recognized between the grant date and the vesting date on a straight-line basis
for each individual award stock. Fair value of stock awards is determined using
a Direct Comparison Method under Market Approach which assumes sale of the
awarded stock in its existing state with the benefit of immediate availability
and by making reference to comparable sale transactions as available in the
relevant markets. This valuation method was used because at the time of grant
the fair value was not determinable by the market price because KEG is a private
company. The fair value of the Award Stocks of $8 per award stock was determined
by the management with reliance on a valuation report prepared by an independent
firm of qualified professional valuation consultants not connected to the
Company which has appropriate qualifications and recent experience in the
valuation of similar instruments.





As
of December 31, 2009, 216 shares of Award Stocks were outstanding
and unvested.





F-29




CH
LIGHTING INTERNATIONAL CORPORATION
 (FORMERLY
SINO-BIOTICS, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
DECEMBER 31, 2009 AND 2008
 (UNAUDITED)
 (In
thousand)




20.
            STOCK-BASED
      EMPLOYEE COMPENSATION ARRANGEMENT
(CONTINUED)





The fair
value of the stock-based compensation expense for the three months ended
December 31, 2009 and 2008 was $104 and $0, respectively.




21.
            DEPOSIT
      FOR POTENTIAL ACQUISITION





The
Company paid a refundable deposit to acquire 100% of Min Tai Lighting
Corporation (“Min Tai”), a PRC company, for
approximately $11,000.  On December 18, 2009, the Company paid
$1,112 as a refundable deposit.




22.
            SUBSEQUENT
      EVENTS





In
preparing the condensed consolidated financial statements, the Company has
evaluated all subsequent events and transactions for potential recognition or
disclosure through February 12, 2010, the date the condensed consolidated
financial statements were issued.




F-30




(In
thousands for dollar amounts except par value and number of shares)




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




Forward
Looking Statements




The
following discussion of the financial condition and results of operations of CH
Lighting International Corporation (the “Company”) is based
upon and should be read in conjunction with our unaudited condensed 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.





Prior
Operations of the Company





The
Company’s predecessor, Innovative Coatings, a Georgia corporation, ceased
operations in June 2003.  On August 1, 2003, ICC Holdings Corp. was formed
as a wholly-owned subsidiary of Innovative Coatings.  Also on August 1,
2003, Instachem Systems was formed as a wholly-owned subsidiary of ICC Holdings
Corp. and ICC Merger Corp. was formed as a wholly-owned subsidiary of Instachem
Systems.  On August 11, 2003, ICC Holdings Corp. merged with its parent
company, Innovative Coatings, to change its U.S. state of incorporation from
Georgia to Oklahoma.  On August 12, 2003, ICC Merger Corp. bought ICC
Holdings Corp. A new corporation with ownership unrelated to the above,
Sino-Biotics, Inc. was formed in Delaware on July 6, 2005.  On July 18,
2005, Instachem Systems sold ICC Merger Corp. to an individual for US$1.
 On July 19, 2005, Sino-Biotics, Inc. bought Instachem Systems. As a result
of the above, the pre-existing creditors of the original operating entity,
Innovative Coatings, were spun off through the sale of ICC Merger in July
2005.





The
Share Exchange Transaction





On July
16, 2008 (the “Closing
Date”), Sino-Biotics, Inc. entered into a Share Exchange Agreement (the
“Exchange
Agreement”) with CH International Holdings Limited, a British Virgin
Islands investment holding company (“CH International”)
and KEG International Limited, a British Virgin Islands company and the sole
stockholder of CH International (the “Stockholder”). As a
result of the share exchange, Sino-Biotics, Inc. acquired all of the issued and
outstanding securities of CH International from the Stockholder in exchange for
Ninety-Three Million (93,000,000) newly-issued shares of Sino-Biotics, Inc.’s
common stock, par value $0.001 per share (“Common Stock”),
representing 77.5% of the issued and outstanding Common Stock as of the Closing
Date (the “Exchange”).  As
a result of the Exchange, CH International became a wholly-owned subsidiary of
Sino-Biotics, Inc.




From
its inception through the closing of the Exchange, the Company has not had any
operations. Prior to the Exchange, the Company was considered a “blank check”
company with US$1 in assets and with a net loss of approximately US$80 for the
fiscal year ending September 30, 2007.  As of June 30, 2008, the Company
had approximately US$22 in liabilities. As of July 16, 2008, the Company did not
have any liabilities.





CH
International, the wholly-owned and chief operating subsidiary of the Company,
is an international investment holding company founded in the British Virgin
Islands on April 30, 2004.  CH International’s wholly-owned operating
subsidiaries are as follows: (a) Zhejiang Shaoxing CH Lamps Manufacturing
Company (“CH
Lamps”), a company organized under the People’s Republic of China (the
“PRC”) on
December 13, 1999; (b) Zhejiang CH Lighting Company Limited (“CH Lighting PRC”), a
company organized under the laws of the PRC on September 27, 2000; (c) CH
Lighting (Hong Kong) Limited, a company organized under the laws of Hong Kong on
November 10, 2000 and a wholly-owned subsidiary of CH Lighting PRC (“CH Hong Kong”); and
(d) Zhejiang CH Lighting Technology Company Limited, a company organized under
the laws of the PRC on March 31, 2003 (“CH
Technology”).





CH
International also owns 90% of Shangyu CH Laboratory Testing Company Limited, a
company organized under the laws of the PRC on January 7, 2008 (“CH
Lab”).




Our Common Stock is currently traded on
the Over-The-Counter Bulletin Board and on the Pink Sheets under the symbol
“CHHN.OB”.


4




(In
thousands for dollar amounts)




Current
Operations of the Company




Introduction





CH Lamps
manufactures and sells fluorescent lamp tubes, bulbs, luminaries and other
decorative products. CH Lighting PRC currently manufactures and sells lighting
products and luminaries (light fitting parts).  In order to increase
our sales volume in the international market and upon approval by the PRC’s
Ministry of Commerce in November 2005, CH Lighting PRC purchased CH Hong Kong,
which is mainly engaged in the export trade and information technology
services.  CH Technology manufactures and sells sterilized electronic
appliances, lighting equipment and luminaries.  CH Lab was established
on January 7, 2008 in the PRC and currently provides laboratory testing services
for lighting sources and electronic products.





Summary of the Company’s Current
Business




The Company is dedicated to developing,
manufacturing and selling healthy, energy-efficient, environmentally-friendly
(green) and innovative high-end products and relevant services in the
fluorescent lighting field. The Company offers ten (10) series and over 1,000
types of products, including “special light” sources, “general light” sources
and luminaries for the home and for businesses (office buildings), and lighting
electronics. The Company is one of the leading producers in China’s “special
light” market, including product innovation, specification and sales. Currently,
the Company has the product series most collected in the “Government Purchasing
List of Energy-Saving Products” in China (a list of compulsory purchase items by
which the Chinese government enforces the procurement of energy-efficient
products by governmentaldepartments and local
authorities).




The Company has three (3) major
production facilities: CH Lighting PRC, CH Lamps and CH Technology, collectively
covering 62,000m2, with
floor area of 70,000m2, having
15 automatic light source production lines, capable of producing 120 million
light sources and 17 million sets of  luminaries
annually.




The Company has also established a
Special Light Source Research Center in 2003 and a Light Source and Fitting
Inspection and Development Laboratory in January 2008, of which the latter has
been declared a state-accredited laboratory. Furthermore, the Company employs an
external consulting team composed of over 21 professors and experts in the
industry. The Company has 132 patents (including 25 patents pending) and is a
participant as well as contributor to various China Lighting Industry
Standards.




The Company has 32 established offices
in China and has cooperative agreements with over 560 distributors in the
Chinese market and over 420 foreign customers in the international market. The
Company has established agents in Saudi Arabia and Belgium that distribute
self-owned brands in the Middle East and in the European
markets.  U.S. Agent in progress.





Description
of the Company’s Business Segments




The
Company is dedicated to developing, manufacturing and selling healthy,
energy-saving, green and innovative high-end products and relevant services in
the fluorescent lighting field. The Company sets very high and strict quality
and environmental standards for all of our products.  Our revenues are
mostly generated from the sales of our products in China and
abroad.  For the most part, our sales are seasonal, with the first
calendar quarter being the low season, in light of the Chinese New Year
festivities, and the fourth calendar quarter being our peak season.




A list of our products and services can
be found in our Annual Report on Form 10-K as filed with the SEC on December 29,
2009 and on our website at http://chlighting.com.





Enterprise
Marketing Strategy and Methods of Distribution





Domestic
Marketing Strategy




The Company owns patents for special
lighting lamps and currently holds a leading position in the Chinese domestic
market. The Company’s sale of products has yielded positive results since 2006
when it entered the Chinese market. Set forth below are some key features of the
Company’s domestic marketing strategy:


5








·
              Effective and
      Professional Sales Team. The Company is aware of the importance of
      effective and professional sales teams.  As a result, we recruit
      dynamic and enthusiastic personnel.  We offer a very competitive
      package and we provide full-scale trainings to continuously enhance our
      personnel’s performance. In addition to day-to-day sales training, the
      Company’s domestic marketing center holds Marketing Training Camp, hiring
      renowned teachers from Beijing and other places throughout the country to
      provide training courses designed to build a cohesive, creative, strong
      team with effective marketing
skills.




·
              Expansion of Sales
      Network. The Company aims to continue to expand its domestic market
      share and improve points of sales. At present, it has 32 offices in China
      and has relationships with more than 450
  distributors.




·
              Energy Savings and
      Emission Reduction.The Company aims
      to participate actively in government projects involving replacement and
      procurement of green lighting, group procurement of enterprises and
      institutions and bidding for major projects. The Company plans to
      establish contacts with provincial and municipal governments to promote
      its energy-saving products. Through the Company’s implementation of a
      corresponding discount policy, the Company plans to increase the intensity
      of cultivation in the market, making the design and concepts of its
      products fully recognized by channel partners, consumer groups and
      lighting designers. At the same time, consistent with national policies of
      energy-savings and emissions reduction, the Company shall fully utilize
      its advantage in advanced lighting technology to enhance development with
      innovative lighting design, to provide complimentary products and to
      accelerate the upgrading of products. The Company plans to continue to
      maintain extensive cooperation with key branded enterprises to ensure
      increasing orders from old customers and to develop new
      customers.




·
              Strengthen Brand
      Promotion. In order to continuously enhance our customers’
      awareness, the Company aims to continue to collaborate with various media
      sources to promote its brand. It has established strategic cooperation
      with CCTV2 (China Television) and with the print media as well as
      purchased large-scale outdoor advertising on the Shanghai-Hangzhou and
      Hangzhou - Ningbo Expressways. The Company also plans to continue to
      maintain its professional website (http://chlighting.com),
      search engines and exhibitions in China and abroad to develop new customer
      groups. Furthermore, the Company plans to continue to employ the top
      products planning corporation in China (Guangzhou Zhonghe Jiuding Planning
      Company) as the Company’s products promotion planning
      consultant.




International
Marketing Strategy




·
                  Participating in
      International Lighting Fair. The Company currently participates in
      more than 10 exhibitions abroad annually, such as international lighting
      fairs in Hong Kong, Frankfurt, Nuremberg, New York, Las Vegas and Italy
      and plans to continue to do so. The Company continues to improve its
      influence and to expand its sales in the international market. The purpose
      of participation in the exhibitions is not only to contact new customers
      but also to exhibit the strength of the Company and its brand
      image.·
                  International Market
      District Management. The global market of the Company is divided
      into several regions, including Europe, America, Asia and the Middle East.
      There is a sales team responsible for the promotion of our products and
      negotiation of the business arrangements in each regional market. The
      Company plans to adopt specific strategies and practices for each of the
      regional markets.·
                  Brand Enterprise
      (Manufacturer) Cooperation. There are two (2) methods employed with
      respect to the manufacturing of our products. The first is “ODM”, whereby
      the structure, appearance and technical aspects of our products are
      developed and designed by the Company.  However after the
      completion of their development and production, such products are sold
      with trademarks of certain clients. These products are usually mass
      produced in accordance with the placement of orders by such clients. The
      other method is “OEM”, whereby our products are made in cooperation with
      certain third party enterprises such as GE Lighting, Sylvania, and other
      large multinational groups. For example, our plant growth lamp
      co-developed by the Company and Huazhong Agricultural University is sold
      in Europe, the United States and Australia. We have established
      cooperation with a number of large enterprises such as Interpet, Arcardia
      of Britain, Croci SpA of Italy, PENN-PLAX and SUNPARK of United States,
      AVK LIGHTING of Australia and Narva of Germany to develop the global
      market for plant growth
lamps.


6




(In
thousands for dollar amounts)




Product
Sales Strategy (Domestic and International Sales)





Domestic
Sales through Distributors





The Company entered the high-tech
domestic Chinese lighting market in 2006. Currently, 32 offices exist in China,
forming a three-level sales network in counties, cities and provinces, with
point-of-sale locations across the country.  These contribute toward
an efficient marketing system. Each office is responsible for providing
professional services to its local dealers and consumers. The Company has
implemented a regional distribution system in the Chinese domestic market,
establishing long-term cooperative relationships with approximately 450
distributors. The Company builds up composite-end sales channels including
franchise stores, lighting centers and counters to increase its market
competitiveness.




International
Sales through Distributors





The Company also implements its
distribution system in the international market. In the Middle East, the Company
has a regional agent in Saudi Arabia that is solely responsible for the product
in the local Middle East market.  In the European market, the Company
has a regional agent in Belgium who is in charge of regional marketing. The
Company has also set up a branch in Hong Kong responsible for marketing the
businesses to the Asia-Pacific region.





Domestic
Replacement Market





In 2008,
the size of China's domestic for the T8 halogen powder lamp was 1 billion lamps.
Currently, as a result of the requirements for energy savings and emissions
reduction policies, T8 halogen powder lamps are one of the main products which
should be replaced. The total replacement market for T8 halogen powder lamps,
which have an average useful life of about 2 years, is estimated to be not less
than 2.5 billion sets per year. If 15% of the lamps are to be replaced, the
replacement market would be at least 220 million per year. Users that are
pressing for replacement of such lamps in China include manufacturing
enterprises, large-scale commercial enterprises (especially supermarket chains
and large stores), colleges and universities, primary and secondary schools and
other educational institutions, hospitals, railway stations, airports, libraries
and other public buildings and facilities, government agencies, institutions and
office buildings.


Our
T5-integrated conversion stand product (also known as the “Power-Saving
Treasure”) is most suitable to replace the T8 halogen powder lamp and ballast
without changing the original lamps, and can provide significant energy-saving
benefits to users. It can be used as the energy-saving replacement for units,
enterprises, schools, stores, supermarkets and hospitals.





Since the
Company offers energy-saving lighting products such as the “Power-Saving
Treasure”, we believe that we have the competitive edge in the replacement
market and the marketing model of “contract energy management” (as described
below). The participation and engagement of the Company in energy-saving
lighting rebuilding (and replacement) projects is an important growth point for
the development of the Company. The Company has already begun to provide
replacement services for users.  This has given us positive
evaluations and a good reputation in the field of energy-saving lighting since
2005. Typical users include the following:




·
              Government
      Offices. In October 2007, the Company was the first domestic
      enterprise appointed by Zhongnanhai (General Office of the State Council)
      to rebuild energy-saving lighting systems at the central and state
      agencies held by the Government Offices Administration of the State
      Council. The first group of users included: Zhongnanhai (General Office of
      the State Council), the Ministry of Finance, Ministry of Commerce,
      Ministry of Information Industry, State General Administration of Quality
      Supervision and Inspection, State Administration of Work Safety
      Supervision, Ministry of Supervision, the State Tourism Administration,
      the State Meteorological Administration, the Chinese Academy of Sciences,
      the Chinese Academy of Social Sciences, the Legal Affairs Office of the
      State Council, the State Bureau for Letters and Calls and the China Law
      Society.




·
              Green Lighting
      Procurement Projects. Recently, the Ministry of Finance and the
      State Development and Reform Commission jointly held the "National Project
      to Promote Efficient Lighting Products Tender" whereby more than 30
      well-known enterprises bid for projects.  The Company won
      several bids for projects in 2008 and 2009, including the Green Lighting
      Procurement Project of Central Government Departments under the CPC
      Central Committee.


7








·
              Primary and Secondary
      Schools.In
      2006, the Company’s products achieved the top integrated score among the
      three most successful enterprises (the Company, Philips and Matsushita)
      involved in an energy-saving lighting rebuilding project of Beijing’s
      primary and secondary schools organized by the Beijing Municipal
      Development and Reform Commission. The Company’s products were used in the
      implementation of energy-saving lighting rebuilding in more than 300
      primary and secondary schools in the Changping, Huairou, Shunyi and
      Mentougou Districts of Beijing.In September 2008,
      the Company was named as the designated supplier of Shanghai Primary and
      Secondary School Classrooms Light Environment Improvement
      Projects.  The first phase of delivery and installation for the
      project was completed in November
2008.




·
              Colleges, Universities
      and other Well-known Enterprises. In August 2008, the Company was
      named as the sole supplier of Tianjin Vocational College New Campus
      Lighting Purchasing Project for which a dozen of lighting manufacturers in
      China submitted bids. In addition, the Company also successfully won the
      energy-saving lighting products replacement purchasing projects of Visual
      Arts College of Fudan University, the Ningbo Wanli International
      Aristocratic School, the Chengdu Institute of Technology, Foxconn (Suzhou)
      Co., Ltd. and Suning Appliance Chain Store (Suzhou) Co.,
    Ltd.





Domestic
Direct Sales





The Company is one of the key lighting
products suppliers to the Chinese government.  The government
procurement market is an important part the Company's business development, and
the Company has been very successful in such endeavors. For example, the Company
is the only enterprise in the Chinese lighting industry that was awarded the
China Energy-Saving Contribution Award for two (2) consecutive years.The Company is a leading
company participating in the national efficient lighting products promotion
project. In addition, the Company’s products were given the status of “State
Inspection-free Qualification” in China.





The
Company has a leading position in product technology, product quality, product
variety, energy saving and environmental protection. The Company has won
national key projects of government procurement of rebuilding energy-saving
lighting systems.  Additionally, it has won bids for major national
projects, including:




·
              Beijing Olympic
      Project. The Olympic Park National Conference Center was the main
      press centre and international broadcast centre of 2008 Beijing Olympic
      Games. In November 2007, when the Olympic Park National Conference Center
      invited lighting brands in China and abroad to tender bids, the Company
      won the first place.




·
              Olympic Fire Command
      Center. The Company won the bid for Beijing lighting systems at the
      Olympic Fire Command Center.




·
              Construction of
      Infrastructure Projects. The Company has also won projects in
      public infrastructure such as the lighting system project of Beijing
      Subway Line 5, the lighting systems project of the People's Square in
      Shanghai’s subway system. At the same time, the Company has also won
      projects for offices, hotels, hospitals and other projects to provide
      lighting products and
services.




·
              Chinese Government
      Procurement of Green Lighting Project. In March 2008, the Company
      successfully won the bid for the Chinese Government Procurement of Green
      Lighting Project as a result of which, the Company’s energy-saving
      lighting systems were installed in various governmental departments and
      agencies, including: the Organization Department of the Chinese
      Government, the Chinese Government Commission for Discipline Inspection,
      the National Federation of Trade Unions, International Liaison Department
      of the Chinese Government, and the People's Daily, among others. In
      addition, the Company also became the designated supplier of the
      energy-saving lighting systems replacement projects of State
      Administration for Industry and Commerce and State Administration of
      Taxation.




·
              Eleventh National
      Games Competition Venues and Training Facilities Procurement
      Project. On July 12, 2008, the Company successfully became a
      designated brand of the Eleventh National Games Competition Venues and
      Training Facilities Procurement
Project.




·
              Guangzhou 2010 Asian
      Games Venue Construction Projects. In October 2008, the
      Company successfully became a qualified supplier for the Guangzhou
      Asian Games Venue Construction
  Projects.




·
              Hangzhou Civic Center
      Lighting Project. In September 2008, the Company successfully won
      the Hangzhou Civic Center Lighting Project.  The Company was
      required to deliver and complete the project within one
      month.  The Hangzhou Civic Center opened in October 2008 as the
      largest municipal building in the Zhejiang
  Province.


8




(In
thousands for dollar amounts)




International
Direct Sales





The
Company’s products have obtained critical certifications in a number of
countries (such as the EU's CE, TUV and GS, UL in the United States, South
Korea’s KS and Saudi Arabia’s SASO) which have enabled the Company to create
opportunities for ODM and OEM production for many large companies in the
international market. Through ODM and OEM, the Company's products are sold to
major multinational lighting enterprises. The Company plans to use the influence
of its brand for self-owned brand sales in the international market and to
increase sales for end-users.





Critical
Accounting Policies and Estimates





This
section should be read together with the Summary of Significant Accounting
Policies included as Note 2 to the consolidated financial statements included in
our Annual Report on Form 10-K for 2009 filed with the SEC.





Estimates Affecting Accounts Receivable and Inventories





The preparation of our consolidated
financial statements requires management to make estimates and assumptions that
affect our reporting of assets and liabilities (and contingent assets and
liabilities). These estimates are particularly significant where they affect the
reported net realizable value of the Company’s accounts receivable and
inventories.





At December 31, 2009, the Company
provided a $2,167 reserve against accounts receivable. Management’s estimate of
the appropriate reserve on accounts receivable at December 31, 2009 was
based on the aged nature of these accounts receivable. In making its judgment,
management assessed its customers’ ability to continue to pay their outstanding
invoices on a timely basis, and whether their financial position might
deteriorate significantly in the future, which would result in their inability
to pay their debts to the Company.





At December 31, 2009, the Company
provided an allowance against its inventories amounting to $158. Management
determination of this allowance is based on potential impairments to the current
carrying value of the inventories due to slow moving of aged
inventories.  In making its estimate, management considered the
probable demand for our products in the future and historical trends in the
turnover of our inventories.





While the Company currently believes
that there is little likelihood that actual results will differ materially from
these current estimates, if customer demand for our products decreases
significantly in the near future, or if the financial condition of our customers
deteriorates in the near future, the Company could realize significant write
downs for slow-moving inventories or uncollectible accounts
receivable.





Policy Affecting Recognition of Revenue





Among the most important accounting
policies affecting our consolidated financial statements is our policy of
recognizing revenue in accordance with Financial Accounting Standards Board
(“FASB”) Accounting
Standards Codification (“ASC”) 605-10. Under
this policy, all of the following criteria must be met in order for us
to recognize revenue:





1.
                  Persuasive
      evidence of an arrangement exists;2.
                  Delivery
      has occurred or services have been rendered;3.
                  The
      seller’s price to the buyer is fixed or determinable;4.
                  Collectability
      is reasonably
assured.





The majority of the Company’s revenue
results from sales contracts with distributors and revenue is recorded upon the
shipment of goods. Management conducts credit background checks for new
customers as a means to reduce the subjectivity of assuring collectability.
Based on these factors, the Company believes that it can apply the provisions of
FASB ASC 605-10 with minimal subjectivity.


9








Recently
Issued Accounting Pronouncement





A description of recent accounting
pronouncements is set forth under “New Accounting Standards” in Note 2 of the
Notes to the Condensed Consolidated Financial Statements contained in this
Quarterly Report on Form 10-Q, and such description is incorporated herein by
reference. Such description contains all of the information required with
respect thereto.





Results
of Operations for the Three Months Ended December 31, 2009 Compared with the
Three Months Ended December 31, 2008




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.





Three Months Ended December 31,
                        
                        
                        Three Months Ended December 31,2009
                        
                        
                        2008
                        
                        
                        2009
                        
                        
                        2008Revenues
                        
                        $
                        13,760
                        
                        
                        $
                        15,097
                        
                        
                        
                        89.53
                        %
                        
                        
                        83
                        %Revenues
      from government subsidies
                        
                        
                        1,609
                        
                        
                        
                        3,092
                        
                        
                        
                        10.47
                        %
                        
                        
                        17
                        %TOTAL
      REVENUES
                        
                        
                        15,369
                        
                        
                        
                        18,189
                        
                        
                        
                        100
                        %
                        
                        
                        100
                        %COST
      OF SALES
                        
                        
                        (12,116
                        )
                        
                        
                        (10,987
                        )
                        
                        
                        (78.83
                        )%
                        
                        
                        (60.40
                        )%GROSS
      PROFIT
                        
                        
                        3,253
                        
                        
                        
                        7,202
                        
                        
                        
                        21.17
                        %
                        
                        
                        39.60
                        %Selling,
      marketing and distribution expenses
                        
                        
                        (618
                        )
                        
                        
                        (1,854
                        )
                        
                        
                        (4.02
                        )%
                        
                        
                        (10.19
                        )%General
      and administrative expenses
                        
                        
                        (1,673
                        )
                        
                        
                        (1,227
                        )
                        
                        
                        (10.89
                        )%
                        
                        
                        (6.75
                        )%INCOME
      FROM OPERATIONS
                        
                        
                        962
                        
                        
                        
                        4,121
                        
                        
                        
                        6.26
                        %
                        
                        
                        22.66
                        %Amortization
      of discount on notes receivable
                        
                        
                        516
                        
                        
                        
                        -
                        
                        
                        
                        3.36
                        %
                        
                        
                        -Interest
      income
                        
                        
                        265
                        
                        
                        
                        1,243
                        
                        
                        
                        1.72
                        %
                        
                        
                        6.83
                        %Interest
      expense
                        
                        
                        (1,461
                        )
                        
                        
                        (1,088
                        )
                        
                        
                        (9.51
                        )%
                        
                        
                        (5.98
                        )%Other
      government subsidies
                        
                        
                        34
                        
                        
                        
                        193
                        
                        
                        
                        0.22
                        %
                        
                        
                        1.06
                        %Other
      expenses
                        
                        
                        (4
                        )
                        
                        
                        10
                        
                        
                        
                        (0.03
                        )%
                        
                        
                        0.05
                        %INCOME
      BEFORE INCOME TAXES
                        
                        
                        312
                        
                        
                        
                        4,479
                        
                        
                        
                        2.03
                        %
                        
                        
                        24.62
                        %Income
      tax expense
                        
                        
                        (76
                        )
                        
                        
                        (568
                        )
                        
                        
                        (0.49
                        )%
                        
                        
                        (3.12
                        )%NET
      INCOME
                        
                        $
                        236
                        
                        
                        $
                        3,911
                        
                        
                        
                        1.54
                        %
                        
                        
                        21.50
                        %NET
      INCOME PER SHARE, BASIC AND DILUTED
                        
                        $
                        0.00
                        
                        
                        $
                        0.03





Revenues




Three Months Ended December 31,
                      
                      
                      Increase /
                      
                      
                      Increase /2009
                      
                      
                      2008
                      
                      
                      (Decrease)
                      
                      
                      (Decrease)Domestic
      revenue
                      
                      $
                      6,036
                      
                      
                      $
                      7,820
                      
                      
                      $
                      (1,784
                      )
                      
                      
                      (22.81
                      )%Government
      subsidies
                      
                      
                      1,609
                      
                      
                      
                      3,092
                      
                      
                      
                      (1,483
                      )
                      
                      
                      (47.96
                      )%Overseas
      revenue
                      
                      
                      7,724
                      
                      
                      
                      7,277
                      
                      
                      
                      447
                      
                      
                      
                      6.14
                      %Total
      Revenues
                      
                      $
                      15,369
                      
                      
                      $
                      18,189
                      
                      
                      $
                      (2,820
                      )
                      
                      
                      (15.50
                      )%





Revenues
decreased by 15.50% for the three months ended December 31, 2009 compared to the
three months ended December 31, 2008.  The decrease was primarily due
to revenues from domestic sales which decreased $1,784 due to the unfavorable
impact caused by the global economic crisis.





The
central government of the PRC has agreed to grant the Company subsidies for
selling energy - saving lighting products at a discount price on a condition
that the products are sold to retail customers. The decrease was primarily due
to the fact that there were two government purchasing projects for the three
months ended December 31, 2008, while there was only one government purchasing
project for the three months ended December 31, 2009.


10








Cost of
Sales




Three Months Ended December 31,
                          
                          
                          Increase /
                          
                          
                          Increase /2009
                          
                          
                          2008
                          
                          
                          (Decrease)
                          
                          
                          (Decrease)Revenues
                          
                          $
                          15,369
                          
                          
                          $
                          18,189
                          
                          
                          $
                          (2,820
                          )
                          
                          
                          (15.50
                          )%Cost
      of sales
                          
                          
                          12,116
                          
                          
                          
                          10,987
                          
                          
                          
                          1,129
                          
                          
                          
                          10.28
                          %Gross
      Profit
                          
                          $
                          3,253
                          
                          
                          $
                          7,202
                          
                          
                          $
                          (3,949
                          )
                          
                          
                          (54.83
                          )%Gross
      Profit Rate
                          
                          
                          21.17
                          %
                          
                          
                          39.60
                          %
                          
                          
                          (18.43
                          )%
                          
                          
                          (46.54
                          )%





Cost of goods sold increased by 10.28%
for the three months ended December 31, 2009 as compared with the three months
ended December 31, 2008.  The increase is attributable to the higher
price of raw materialsfor our major product
power-saving lamp.





Gross
profit decreased by $3,949, or 54.83%, for the three months ended December 31,
2009 as compared with the three months ended December 31, 2008.  This
decrease is attributable to lower sales.  Gross profit as a percentage
of revenues decreased from 39.60% in the prior period to 21.17% in the same
period of 2009 due to the fact that in 2008 Zhejiang CH sold energy - saving
lighting products in connection with a government purchasing project with a
higher margin.





Selling,
Marketing and Distribution Expenses




Three Months Ended December 31,
                          
                          
                          Increase /
                          
                          
                          Increase /2009
                          
                          
                          2008
                          
                          
                          (Decrease)
                          
                          
                          (Decrease)Transportation
      fee
                          
                          $
                          201
                          
                          
                          $
                          249
                          
                          
                          $
                          (48
                          )
                          
                          
                          (19.28
                          )%Traveling  fee
                          
                          
                          155
                          
                          
                          
                          255
                          
                          
                          
                          (100
                          )
                          
                          
                          (39.22
                          )%Payroll
                          
                          
                          77
                          
                          
                          
                          189
                          
                          
                          
                          (112
                          )
                          
                          
                          (59.26
                          )%Sales
      commission
                          
                          
                          53
                          
                          
                          
                          812
                          
                          
                          
                          (759
                          )
                          
                          
                          (93.47
                          )%Office
      expense
                          
                          
                          46
                          
                          
                          
                          77
                          
                          
                          
                          (31
                          )
                          
                          
                          (40.26
                          )%Advertising
      fee
                          
                          
                          30
                          
                          
                          
                          78
                          
                          
                          
                          (48
                          )
                          
                          
                          (61.54
                          )%Others
                          
                          
                          56
                          
                          
                          
                          194
                          
                          
                          
                          (138
                          )
                          
                          
                          (71.13
                          )%Total
                          
                          $
                          618
                          
                          
                          $
                          1,854
                          
                          
                          $
                          (1,236
                          )
                          
                          
                          (66.67
                          )%





Our
decrease in selling, marketing and distribution expenses for the three months
ended December 31, 2009 as compared with the three months ended December 31,
2008 was primarily due to the following factors: (1) The Company assigned agents
to perform sales promotion and supporting activities in connection with a
government purchasing project and paid them promotion fees based on the actual
sales quantities. Since the government purchasing project for Power-Saving
Treasure was ended at December 31, 2008, the sales commission decreased
accordingly. (2) Payroll and miscellaneous expenses decreased by $477 for the
three months ended December 31, 2009 as compared with the three months ended
December 31, 2008. This decrease was due to the implementation by management to
decrease expenses.


11








General and
Administrative Expenses




Three Months Ended December 31,
                    
                    
                    Increase /
                    
                    
                    Increase /2009
                    
                    
                    2008
                    
                    
                    (Decrease)
                    
                    
                    (Decrease)Research
      and development
                    
                    $
                    788
                    
                    
                    $
                    185
                    
                    
                    $
                    603
                    
                    
                    
                    325.95
                    %Payroll
                    
                    
                    307
                    
                    
                    
                    310
                    
                    
                    
                    (3
                    )
                    
                    
                    (0.97
                    )%Office
                    
                    
                    133
                    
                    
                    
                    145
                    
                    
                    
                    (12
                    )
                    
                    
                    (8.28
                    )%Stock-based
      employee compensation
                    
                    
                    104
                    
                    
                    
                    -
                    
                    
                    
                    104
                    
                    
                    
                    100
                    %Bad
      debt provision
                    
                    
                    -
                    
                    
                    
                    134
                    
                    
                    
                    (134
                    )
                    
                    
                    (100
                    )%Depreciation
                    
                    
                    89
                    
                    
                    
                    108
                    
                    
                    
                    (19
                    )
                    
                    
                    (17.59
                    )%Tax
                    
                    
                    50
                    
                    
                    
                    106
                    
                    
                    
                    (56
                    )
                    
                    
                    (52.83
                    )%Others
                    
                    
                    202
                    
                    
                    
                    239
                    
                    
                    
                    (37
                    )
                    
                    
                    (15.48
                    )%Total
                    
                    $
                    1,673
                    
                    
                    $
                    1,227
                    
                    
                    $
                    446
                    
                    
                    
                    36.35
                    %





Our
increase in general and administrative expenses of $446, or 36.35% for the three
months ended December 31, 2009 as compared with the three months ended December
31, 2008 was primarily due to the following factors: (1) Research and
development expense increased $603 for the three months ended December 31, 2009
as compared with the three months ended December 31, 2008.  This
increase was due to the Company’s new products plan in 2010 as we spent more to
develop new products for the three months ended December 31, 2009 than in the
prior period; and (2) Miscellaneous expenses decreased by $157 for the three
months ended December 31, 2009 as compared with the three months ended December
31, 2008.  This decrease was due to the implementation by management
to decrease expenses.





Amortization
of Discount on Notes Receivable




Amortization
of discount on notes receivable was $516 for the three months ended December 31,
2009 compared to $0 for the three months ended December 31,
2008.  This increase was attributable to the amortization of a $3,448
discount on notes receivable for the three months ended December 31, 2009. There
was no such discount on notes receivable for the three months ended December 31,
2008.





Interest
Expense




Three Months Ended December 31,
                    
                    
                    Increase /
                    
                    
                    Increase /2009
                    
                    
                    2008
                    
                    
                    (Decrease)
                    
                    
                    (Decrease)Short-term bank
      loans
                    
                    $
                    797
                    
                    
                    $
                    544
                    
                    
                    $
                    253
                    
                    
                    
                    46.51
                    %Bills
      financing
                    
                    
                    360
                    
                    
                    
                    197
                    
                    
                    
                    163
                    
                    
                    
                    82.74
                    %Financial
      obligations, sale-leaseback
                    
                    
                    99
                    
                    
                    
                    206
                    
                    
                    
                    (107
                    )
                    
                    
                    (51.94
                    )%Others
                    
                    
                    205
                    
                    
                    
                    141
                    
                    
                    
                    64
                    
                    
                    
                    45.39
                    %Total
                    
                    $
                    1,461
                    
                    
                    $
                    1,088
                    
                    
                    $
                    373
                    
                    
                    
                    34.28
                    %





Interest
expense increased $373 or 34.28% from $1,088 for the three months ended December
31, 2008 to $1,461 for the three months ended December 31, 2009 was primarily
due to the following factors: (1) The average balance of short-tem bank loans
increased from $56,981 for the three months ended December 31, 2008 to $79,322
for the three months ended December 31, 2009.   (2) Amortization
of the financial obligations was $99 and $206 for the three months ended
December 31, 2009 and 2008, respectively.  The decrease was due to the
balance of financial obligations, which is continually decreasing with the
repayment of the financial obligations quarterly.





Income
Tax Expense





Income
tax expense for the three months ended December 31, 2009 was $76 as compared to
$568 for the three months ended December 31, 2008. The fluctuation was due to
the decrease in income before tax.


12




(In
thousands for dollar amounts)




Liquidity
and Capital Resources





We generally finance our operations
through our 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 through
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.




Cash





Our cash
balance at December 31, 2009 was $920, representing a decrease of $1,872, or
67%, compared with our cash balance of $2,792 at September 30,
2009.  The decrease was mainly attributable to the net cash used in
investing activities of $1,409 and net cash used in operating activities of
$1,082.





Cash
Flow





Cash flows used in operations for the
three months ended December 31, 2009 amounted to $1,082, representing a decrease
of approximately 119.28% compared with cash flows provided by operations of
$5,612 for the three months ended December 31, 2008.  This decrease in
cash flow was primarily due to the decrease in our net income by 94%, to $236
for the three months ended December 31, 2009, compared with operating income of
$3,911 for the three months ended December 31, 2008. The decrease was also
primarily due to the increase in our accounts receivable of $3,680 since we
provided longer credit terms to major customers for sales
promotion.





Our cash
flows used in investing activities amounted to $1,409 for the three months ended
December 31, 2009.  During that period, we provided $13,041 short-term
notes receivable to unrelated parties for their assistance in providing a
guarantee for bank loans.  We received a $10,573 repayment of
short-term notes receivable from a related party during the three months ended
December 31, 2009.





Our cash
flows provided by financing activities amounted to $619 for the three months
ended December 31, 2009.  During that period, we repaid $20,257 in
short-term bank borrowings and received $28,730 from short-term bank
borrowings.




We
believe that the level of financial resources is a significant factor for our
future development and accordingly, we may determine from time to time to raise
capital through private debt or equity financing to strengthen the Company’s
financial position, to expand our facilities and to provide us with additional
flexibility to take advantage of business opportunities.   No
assurances can be given that we will be successful in raising such additional
capital on terms acceptable to us.





Working
Capital





Our
working capital increased by $36,054 to $4,893, at December 31, 2009, as
compared to $(31,161), at September 30, 2009, primarily due to the increase in
notes receivable from related parties, current portion of $35,034, short-term
notes receivable from unrelated parties of $13,041, restricted cash of $9,644
and account receivable of $3,680. The increase was partly offset by a decrease
in short-term notes receivable from related parties of $10,573, inventory of
$1,958, an increase in short-term bank borrowings of $8,473, notes payable of
$2,461 and customer deposit of $984. The increase in restricted cash represented
our pledge deposit for the issuance of notes payable. The increase in notes
receivable from related parties, current portion represent the relevant
principals transferred from long term to short term, which will come to maturity
during the coming year. The increase in short-term notes receivable from
unrelated parties represented the increase in relevant principals, which will
come to maturity during the coming year.





We
currently generate our cash flow through operations.  We believe that
our cash flow generated from operations will be sufficient to sustain operations
for at least the next twelve months.  From time to time, we may
identify new expansion opportunities for which there will be a need for use of
cash.


13








Contingencies





As of
December 31, 2009, the Company provided corporate guarantees for bank loans
borrowed by an unrelated company incorporated in the PRC (“Company
A”).  Associated with the corporate guarantee, Company A also
provided a cross guarantee for the bank loans of $25,230 borrowed by the
Company. If Company A defaults on the repayment of its bank loans when they fall
due, the Company is required to repay the outstanding balance. As of December
31, 2009, the guarantee provided for the bank loans borrowed by Company A was
approximately $3,656, which consists of the following:





December 31, 2009(Unaudited)Due
      May 26, 2010
                        
                        $
                        1,170Due
      May 26, 2010
                        
                        
                        293Due
      June 10, 2010
                        
                        
                        731Due
      December 1, 2010
                        
                        
                        921Due
      December 28, 2010
                        
                        
                        541Total
                        
                        $
                        3,656





As of
December 31, 2009, the Company provided a corporate guarantee for bank
acceptance notes issued by Henghui, a related party of the Company. Under the
guarantee contract, the maximum guarantee amount is $1,463, due April 9,
2010.





Default
by Company A and Henghui is considered remote by our management. Based on the
information available to our management, the fair values of the guarantees
granted by the Company are considered not material and therefore no liability
for the guarantor's obligation under the guarantee was recognized as of December
31, 2009.





Financial
Obligations, Sale-leaseback





As of
December 31, 2009, future minimum payments required under a non-cancellable
sale-leaseback are:





Three Months Ended
      December 31,
                    
                    Amount2010
                    
                    $
                    2,3912011
                    
                    
                    295Total
      minimum lease payments
                    
                    
                    2,686Less:
      Amount representing interest
                    
                    
                    365Present
      value of net minimum lease payments
                    
                    $
                    2,321





Capital
Commitments





As of
December 31, 2009, the Company had capital expenditure commitments for
construction projects of approximately $8,721.





Operating
Lease Commitments




As of
December 31, 2009, the Company had $15 in rental payments under non-cancelable
operating leases.




Off-Balance
Sheet Arrangements





None.


14




(In
thousands for dollar amounts)




ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




RMB
Exchange Rate





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.





Non-Tariff
Technical Trade Barriers Could Have a Materially Adverse Effect on our Exporting
Business





Non-tariff
technical trade barriers imposed by governments such as the European Unions’s
EuP Directive, could adversely affect our export business.  In response to
the EuP Directive, the Company has launched a project to evaluate the impact of
our products on the environment during each stage of a product’s life, from
design, material procurement and manufacture, to maintenance, recovery and
treatment.  This project conforms with the trend of reducing resource
consumption and pollution as laid out in the EuP Directive.





The
Development of High-Tech Products Takes a Long Time and There Are Many
Uncertainties in the Process





The
special light source products developed by the Company are an innovation in the
industry.  As a result, there might be unpredictable or presently
unavoidable technical flaws in the products, or the new products may not fit
into the market demand.  Either way, the new products might not be
able to enter mass production and be sold in the markets.  To avert
such a risk, the Company has set up a new products decision committee and has
hired senior experts in China to better oversee and grasp the developmental
tendencies of the industry.  Prior to the development and trial of new
products, we plan on conducting systematic and in-depth research to find market
space and identify technical problems and key targets for
breakthrough.





Theft
of our Key Technologies Could Have a Material Adverse Effect on the Company’s
Business and Development





To avert
the risk of theft of our technologies, the Company uses management measures,
such as performance bonuses and other project rewards, to maintain the stability
of its technical team.  The Company (and its subsidiaries) also has in
place confidentiality agreements with certain technical employees to prevent
leakage of core technologies.





ITEM
4. CONTROLS AND PROCEDURES




Disclosure
Controls and Procedures




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




Internal
Control over Financial Reporting




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


15





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, 2009, there was no pending or outstanding material litigation
with the Company.





ITEM
1A. RISK FACTORS




Not
required for a "smaller reporting company".




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




During
the quarter ended December 31, 2009, the Company had no unregistered sales of
equity securities.





ITEM
3. DEFAULTS UPON SENIOR SECURITIES




None.





ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS




None.




ITEM
5. OTHER INFORMATION




None.





ITEM
6. EXHIBITS




(a) Exhibits




EXHIBIT
                      NO.
                    
                    DESCRIPTION
                    
                    LOCATION2.1
                    
                    Agreement
      and Plan of Reorganization regarding the merger of Innovative Coatings
      Corporation with and into ICC Holdings Corp.
                    
                    Incorporated
      by reference to Instachem Systems, Inc.’s Current Report as filed with the
      SEC on August 29, 20032.2
                    
                    Stock
      Purchase Agreement, by and between David Lennox and Instachem Systems,
      Inc.
                    
                    Incorporated
      by reference to Exhibit 2.2 to the Company’s Annual Report on Form 10-KSB
      as filed with the SEC on January 20, 20062.3
                    
                    Agreement
      and Plan of Merger between Instachem Systems, Inc. and Sino-Biotics,
      Inc.
                    
                    Incorporated
      by reference to Exhibit 2.3 to the Company’s Annual Report on Form 10-KSB
      as filed with the SEC on January 20, 20062.4
                    
                    Share
      Exchange Agreement, dated July 16, 2008, by and among Sino-Biotics, Inc.,
      KEG International Limited and CH International Holdings
      Limited
                    
                    Incorporated
      by reference to Exhibit 2.4 to the Company’s Current Report on Form 8-K as
      filed with the SEC on July 16, 20083.1
                    
                    Certificate
      of Incorporation of Sino-Biotics, Inc.
                    
                    Incorporated
      by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-KSB
      as filed with the SEC on January 20, 20063.2
                    
                    Certificate
      of Amendment to Certificate of Incorporation of Sino-Biotics,
      Inc.
                    
                    Incorporated
      by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10-KSB
      as filed with the SEC on January 20, 20063.3
                    
                    Restated
      Certificate of Incorporation of Sino-Biotics, Inc.
                    
                    Incorporated
      by reference to Exhibit 3.6 to the Company’s Annual Report on Form 10-KSB
      as filed with the SEC on January 20,
2006


16





3.4
            
            Certificate
      of Amendment to Certificate of Incorporation of Sino-Biotics, Inc. dated
      December 13, 2008 (increase of authorized shares).
            
            Incorporated
      by reference to Exhibit 3.5 to the Company’s Current Report on Form 8-K as
      filed with the SEC on July 16, 20083.5
            
            Memorandum
      and Articles of Associationof CH
      International Holdings Limited
            
            Incorporated
      by reference to Exhibit 3.6 to the Company’s Current Report on Form 8-K as
      filed with the SEC on July 16, 20083.6
            
            Amended
      and Restated Bylaws of CH Lighting International Corporation, effective as
      of August 25, 2008
            
            Incorporated
      by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K as
      filed with the SEC on August 26, 200814.1
            
            Code
      of Ethics
            
            Incorporated
      by reference to the Company’s Annual Report on Form 10-K as filed with the
      SEC on December 29, 200816.1
            
            Auditor
      Letter, dated August 25, 2008
            
            Incorporated
      by reference to the Company’s Annual Report on Form 10-K as filed with the
      SEC on December 29, 200821
            
            List
      of Subsidiaries of CH Lighting International Corporation
            
            Incorporated
      by reference to Exhibit 21 to the Company’s Current Report on Form 8-K as
      filed with the SEC on July 16, 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
            
            Audit
      Committee Charter
            
            Incorporated
      by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K
      as filed with the SEC on August 26, 200899.2
            
            Compensation
      Committee Charter
            
            Incorporated
      by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K
      as filed with the SEC on August 26, 200899.3
            
            Corporate
      Governance and Nominating Committee Charter
            
            Incorporated
      by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K
      as filed with the SEC on August 26,
2008


17




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
      12, 2010
              By:
              /s/
      Zhao GuosongName:
      Zhao GuosongIts:
      President, Chief Executive Officer and Principal Executive
      Officer




Date: February
      12, 2010
              By:
              /s/
      Huang Hsiao-IName:
      Huang Hsiao-IIts:
      Chief Financial Officer, Corporate Secretary, and Principal Financial and
      Accounting Officer


18