U.UNITED ~~S. Securities and Exchange Commission~~STATES

~~Washington,~~SECURITIES D.AND EXCHANGE ~~C. 20549~~COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

~~[X] QUARTERLY REPORT UNDER SECTION 13 OR 15~~(d)Mark ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~One)

~~For~~x ~~the~~QUARTERLY ~~quarterly~~REPORT ~~period~~PURSUANT ~~ended~~TO ~~February~~SECTION ~~28,~~13 ~~2015~~or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

[FOR ~~] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF~~ THE ~~SECURITIES~~QUARTERLY PERIOD ~~EXCHANGE~~ENDED ~~ACT~~AUGUST OF31, ~~1934~~2015

~~For~~¨ ~~the~~TRANSITION ~~transition~~REPORT ~~period~~PURSUANT ~~from~~TO ~~_____~~SECTION to13 ~~_____~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

~~Commission~~For ~~File~~the ~~No.~~transition period ~~0-54205~~from _________ to __________

HUAYUE ELECTRONICS, INC. (Name of Registrant in its Charter)
Delaware	20-2188353
(State of Other Jurisdiction of incorporation or organization)	(I.R.S. Employer I.D. No.)
51 Huilingxi Road, Zhouhuizheng, Wujin District Changzhou, Jiangsu Province, P.R. China 213022
(Address of Principal Executive Offices)
Issuer's Telephone Number: 86-519-83630688

Commission File Number 0-54205

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

HUAYUE ELECTRONICS INC. (Exact name of registrant as specified in its charter)

Delaware	20-2188353
(State of Other Jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

475 Park Avenue South, 30^th Floor, New York, NY 10016
(Address of Principal Executive Offices)

~~Indicate~~Registrant’s Telephone ~~by check mark whether the registrant has submitted electronically and posted on its corporate Web site~~Number, ifincluding ~~any,~~area ~~every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S~~code: 212-~~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 [X] No [ ]~~401-6181

Indicate by check mark whether the registrant is(1) ahas ~~shell~~filed ~~company~~all ~~(as~~reports ~~defined~~required into ~~Rule~~be ~~12b-2~~filed by Sections 13 or 15(d) of the ~~Exchange~~Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) ~~Yes~~, and [(2) ]has Nobeen ~~[X]~~subject to such filing requirements for the past 90 days. Yes þ No ¨

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” 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]~~ þ

~~APPLICABLE~~Indicate by ~~ONLY~~check TOmark ~~CORPORATE~~whether ~~ISSUERS:~~the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

~~Indicate~~As ~~the number~~ of ~~shares~~October ~~outstanding~~20, of2015, ~~each~~there were 24,695,724 shares of the ~~Registrant'~~registrant’s ~~classes of~~ common stock, ~~as of the latest practicable date:~~outstanding.

~~April~~Form ~~20,~~10-Q ~~2015~~Quarterly Report

~~Common Voting Stock: 31,325,241~~INDEX

HUAYUE ELECTRONICS, INC.

PART I FINANCIAL INFORMATION

ITEM 1. Financial Statements
Consolidated Balance Sheets as of August 31, 2015 (unaudited) and May 31, 2015	3
Consolidated Statements of Operations and Comprehensive Income for the Three Months ended August 31, 2015	4
Consolidated Statements of Cash Flows for the Three Months ended August 31, 2015	5
Notes to the Unaudited Consolidated Financial Statements	6
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk	21
ITEM 4. Controls and Procedures	21

PART II OTHER INFORMATION

ITEM 1. Legal Proceedings	22
ITEM 1A. Risk Factors	22
ITEM 2. Unregistered Sale of Equity Securities and Use of Proceeds	22
ITEM 3. Defaults Upon Senior Securities	22
ITEM 4. Mine Safety Disclosures	22
ITEM 5. Other Information	22
ITEM 6. Exhibits	23

SIGNATURES	24

QUARTERLY REPORT ON FORM 10-Q

FOR THE FISCAL QUARTER ENDED FEBRUARY 28, 2015

TABLE OF CONTENTS

		Page No
Part I	Financial Information
Item 1.	Financial Statements (unaudited):
	Consolidated Balance Sheets – February 28, 2015 and May 31, 2014	2
	Consolidated Statements of Income and Comprehensive Income for the Three and Nine Month Periods Ended February 28, 2015 and 2014	3
	Consolidated Statements of Cash Flows – for the Nine Months Ended February 28, 2015 and 2014	4
	Notes to Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3	Quantitative and Qualitative Disclosures about Market Risk	23
Item 4.	Controls and Procedures	23
Part II	Other Information
Item 1.	Legal Proceedings	24
Items 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults upon Senior Securities	24
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	25

Huayue Electronics Inc
Consolidated Balance Sheets
(In US Dollars)
	February 28,		May 31,
	2015		2014
	(Unaudited)		(Restated)
ASSETS
CURRENT ASSETS
Cash	$	58,073	$	344,636
Accounts receivable, net		3,157,486		5,753,108
Other receivables, net		1,432,183		1,662,856
Inventory, net		697,803		448,449
Advances to suppliers		1,796,028		288,183
Investment in sales-type lease-current		2,356,899		1,000,168
Deferred tax assets		1,152,895		393,131
Total current assets		10,651,367		9,890,531
PROPERTY AND EQUIPMENT, net		11,895,951		12,740,996
OTHER ASSETS
Investment in sales-type lease-non current		2,916,506		1,184,000
Deferred tax assets		68,330		34,486
Total other assets		2,984,836		1,218,486
TOTAL ASSETS	$	25,532,154	$	23,850,013
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short term loans	$	2,950,794	$	2,960,474
Accounts payable and accrued expenses		2,919,214		3,062,789
Taxes payable		850,187		2,940,416
Advances from customers		891,933		411,268
Deferred revenue-current		226,334		71,771
Due to related parties		2,086,600		592,095
Total current liabilities		9,925,062		10,038,813
LONG TERM LIABILITIES-DEFERRED REVENUE		390,323		164,487
TOTAL LIABILITIES		10,315,385		10,203,300
STOCKHOLDERS' EQUITY
Common stock, $0.001 Par value; 60,000,000 shares authorized; 31,325,241 shares issued and outstanding		31,328		31,328
Additional paid in capital		6,866,352		6,866,352
Statutory reserves		799,881		636,097
Accumulated other comprehensive income		71,828		139,612
Retained earnings		7,447,380		5,973,324
Total stockholders' equity		15,216,769		13,646,713
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	25,532,154	$	23,850,013

Huayue Electronics Inc ~~Consolidated Statements of Operations and Comprehensive Income (loss) (In US Dollars)~~.

	For the Three Months Ended February 28,						For the Nine Months Ended February 28,
	2015			2014			2015			2014
Net sales	$	656,297		$	2,716,495		$	6,939,869		$	10,512,539
Cost of goods sold		525,768			2,051,864			3,848,928			5,702,963
Gross profit		130,529			664,631			3,090,941			4,809,576
Selling expenses		16,077			19,425			29,568			45,272
General and administrative expenses		2,705,562			1,467,067			5,256,279			2,882,597
Total expenses		2,721,639			1,486,492			5,285,847			2,927,869
Income (loss) from operations		(2,591,110	)		(821,861	)		(2,194,906	)		1,881,707
Non-operating income (expenses):
Interest expense, net		202			(96,809	)		1,117			(219,633	)
Other income		4,110,924			64,901			4,120,660			212,067
Total non-operating income (expenses)		4,111,126			(31,908	)		4,121,777			(7,566	)
Income (loss) before income taxes		1,520,016			(853,769	)		1,926,871			1,874,141
Income tax provision (benefit)
Current		822,346			241,059			1,095,439			867,248
Deferred		(599,149	)		(195,377	)		(806,408	)		(437,244	)
Total income tax provision		223,197			45,682			289,031			430,004
Net income (loss)		1,296,819			(899,451	)		1,637,840			1,444,137
Other comprehensive income (loss) item:
Foreign currency translation gain		(304,594	)		(4,098	)		(67,784	)		119,299
Comprehensive income	$	992,225		$	(903,549	)	$	1,570,056		$	1,563,436
Basic and diluted earnings per common share	$	0.04		$	-0.03		$	0.05		$	0.05
Weighted average number of common shares		31,325,241			31,327,741			31,325,241			31,327,741

Consolidated Balance Sheets

	August 31, 2015			May 31, 2015
	(Unaudited)
Assets
Current Assets:
Cash	$	500		$	–
Assets from discontinued operations (Note 4)		–			8,703,090
Total Current Assets		500			8,703,090
Assets from discontinued operations (Note 4)		–			4,161,668
Total Assets		500			12,864,758

Liabilities and Stockholders' Equity (Deficit)
Current Liabilities:
Accounts payable and accrued expenses	$	180,652		$	48,750
Due to shareholder		79,938			–
Notes payable, net of debt discount		48,489			–
Liabilities from discontinued operations (Note 4)		–			11,928,595
Total Current Liabilities		309,079			11,977,345
Liabilities from discontinued operations (Note 4)		–			337,590
Total Liabilities		309,079			12,314,935

Stockholders' Equity (Deficit):
Common stock, $0.001 par value, 60,000,000 shares authorized; 24,539,724 and 34,325,241 shares issued and outstanding at August 31, 2015 and May 31, 2015, respectively		24,539			34,325
Additional paid-in capital		6,342,538			6,866,355
Accumulated deficit		(6,675,656	)		(6,350,857	)
Total Stockholders' Equity (Deficit)		(308,579	)		549,823
Total Liabilities and Stockholders' Equity (Deficit)	$	500		$	12,864,758

See notes to the unaudited consolidated financial statements.

Huayue Electronics Inc
Consolidated Statements of Cash Flows
(In US Dollars)
(Unaudited)
	Nine months ended February 28,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	1,637,840		$	1,444,137
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation		803,384			439,438
Provision for doubtful accounts		4,918,861			2,238,873
Inventory valuation allowance		-			17,757
Deferred tax (benefit)		(795,005	)		(437,245	)
Decrease (increase) in assets:
Accounts receivable		(969,635	)		(5,252,279	)
Other receivable		(1,052,059	)		45,468
Advances to suppliers		(1,603,908	)		(1,531,435	)
Inventory		(250,821	)		148,036
Investment in lease type sale		(3,096,379	)		-
Increase (decrease) in liabilities:
Accounts payables and accrued expenses		(133,561	)		1,147,595
Advances from customers		482,010			(108,909	)
Taxes payable		(2,080,614	)		2,060,717
Deferred revenue		381,172			265,021
Net cash provided by (used in) operating activities		(1,758,715	)		477,174
CASH FLOWS FROM INVESTING ACTIVITIES:
Deposit made for equipment purchase		-			(814,730	)
Net cash used in investing activities		-			(814,730	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in restricted cash		-			(48,884	)
Repayments of bank notes		-			(114,062	)
Proceeds from bank loans		-			81,473
Proceeds from related parties loans		1,496,441			181,007
Net cash provided by financing activities		1,496,441			99,534
EFFECT OF EXCHANGE RATE CHANGE ON CASH		(24,289	)		2,237
NET INCREASE (DECREASE) IN CASH		(286,563	)		(235,785	)
CASH - beginning of period		344,636			269,065
CASH - end of period	$	58,073		$	33,280
SUPPLEMENTAL CASH FLOW DISCLOSURE
Income tax paid	$	-		$	-
Interest paid	$	6,949		$	136,365
Non-cash investing activities:
Taxes payable	$	(3,995,806	)	$	-

Huayue Electronics Inc.

Consolidated Statements of Operations and Comprehensive Income

(Unaudited)

	For the Three Months Ended
	August 31, 2015			August 31, 2014
Net sales	$	–		$	–
Cost of goods sold		–			–
Gross profit		–			–
Operating expenses:
Salaries		60,000			–
Professional fees		241,518			–
General and administrative		19,823			–
Total operating expenses		321,341			–
Loss from operations		(321,341	)		–
Other income (expenses):
Amortization of debt discount		(3,459	)		–
Loss before income taxes		(324,800	)		–
Income tax provision		–			–
Net loss from continuing operations		(324,800	)		–

Net loss from discontinued operations, net of taxes (Note 4)		–			(127,286	)

Net loss	$	(324,800	)	$	(127,286	)

Foreign currency translation gain		–			234,412

Net comprehensive (loss) income	$	(324,800	)	$	107,126

Basic and diluted (loss) income from continuing operations	$	(0.01	)	$	–
Basic and diluted (loss) income from discontinued operations	$	–		$	(0.00	)
Basic and diluted (loss) income per share	$	(0.01	)	$	(0.00	)

Weighted average number of common shares		25,323,569			31,325,241

See notes to the unaudited consolidated financial statements.

~~HUAYUE~~Huayue ~~ELECTRONICS,~~Electronics ~~INC~~Inc.

~~NOTES~~Consolidated TOStatements ~~CONSOLIDATED~~of Cash ~~FINANCIAL STATEMENTS~~Flows

(~~UNAUDITED~~Unaudited)

NOTE 1 – BASIS OF PRESENTATION

	For the Three Months Ended
	August 31, 2015			August 31, 2014
Cash flows from operating activities:
Net loss	$	(324,800	)	$	(127,286	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Net loss from discontinued operations		–			127,286
Amortization of debt discount		3,459			–
Shares issued to consultants		20,000			–
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		131,903			–
Due to shareholder		79,938			–
Net cash used in operating activities - continuing operations		(89,500	)		–
Net cash provided by operating activities - discontinued operations		–			283,686
Net cash (used in) provided by operating activities		(89,500	)		283,686

Cash flows from investing activities:
Net cash used in investing activities - continuing operations		–			–
Discontinued operations cash sold in sale of subsidiary		(48,161	)		–
Net cash used in investing activities		(48,161	)		–

Cash flows from financing activities:
Proceeds from promissory note agreements		90,000			–
Net cash provided by financing activities - continuing operations		90,000			–
Net cash used in financing activities - discontinued operations		–			(317,434	)
Net cash provided by (used in) financing activities		90,000			(317,434	)

Effect of exchange rate on cash and cash equivalents - discontinued operations		–			7,255

Net (decrease) in cash and cash equivalents		(47,661	)		(26,493	)

Cash at beginning of period - discontinued operations		48,161			344,636
Less: Cash at end of period - discontinued operations		–			(318,143	)
Cash at end of period - continuing operations	$	500		$	–

Supplemental schedule of non-cash investing and financing activities:
Sale of discontinued entity	$	598,573		$	–
Common shares issued in conjunction with promissory note	$	44,971		$	–

Supplemental cash flow disclosure:
Income tax paid	$	–		$	–
Interest paid	$	–		$	45,287

~~The~~See ~~accompanying~~notes unaudited consolidated financial statements of Huayue Electronics, Inc. (“Huayue Electronics” or the “Company”) have been prepared in accordance with generally accepted accounting principles (“U.S. GAAP”) for interim financial information pursuant to the ~~rules~~unaudited ~~and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete~~ consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the interim period ended February 28, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending May 31, 2015. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis and the financial statements and notes thereto included in our Form 10-K/A for the fiscal year ended May 31, 2014, filed with the SEC on December 28, 2014.

NOTE 1A – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Subsequent to the filing of its Annual Report on Form 10-K for the year ended May 31, 2014, the Company reviewed its measurement for inventory valuation, and determined that the estimate for the inventory valuation had been understated. Certain sales transactions occurred through the date the financial statements were issued in which the sales price of certain products was substantially lower than its cost, indicating that the book value of all similar inventory should be reduced. In accordance with ASC 855, “Subsequent Event”, management reassessed and recorded a loss of $1,553,366 on reduction of inventory to the lower of cost or market for the fiscal year ended May 31, 2014.

The effects of the adjustments on the Company’s previously issued balance sheet as of May 31, 2014 is summarized as follows:

	Previously Reported		Impact of Restatement			Restated
	$		$			$
Assets
Inventory, net		1,972,209		(1,523,760	)		448,449
Deferred tax assets		164,567		228,564			393,131
Total current assets		11,185,727		(1,296,196	)		9,890,531
Total assets		25,145,209		(1,295,196	)		23,850,013
Stockholders’ equity
Statutory reserves		768,133		(132,036	)		636,097
Accumulated other comprehensive income		114,447		25,165			139,612
Retained earnings		7,161,649		(1,188,325	)		5,973,324
Total Stockholders’ equity		14,941,909		(1,295,196	)		13,646,713
Total liabilities and stockholders’ equity		25,145,209		(1,295,196	)		23,850,013

~~NOTES~~HUAYUE ~~TO CONSOLIDATED FINANCIAL STATEMENTS~~ELECTRONICS, INC.

(NOTES TO UNAUDITED) CONSOLIDATED FINANCIAL STATEMENTS

NOTE 21 -– ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~ORGANIZATION

~~Principles~~Huayue Electronics, Inc. (the “Company”) was incorporated in Delaware on January 13, 2015 under the name China International Enterprise Corp. In 2011, the Company changed its name to HXT Holdings, Inc. On September 2, 2011, the Company acquired all of ~~consolidation~~the outstanding capital stock of China Metal Holding, Inc. (“China Metal”), a privately-owned corporation formed in the State of Delaware. China Metal is a holding company whose only asset, held through a subsidiary, is 100% of the registered capital of Changzhou Huayue Electronics Company, Limited (“Changzhou Huayue”), a limited liability company organized under the laws of the People’s Republic of China (“China” or “PRC”). Changzhou Huayue is engaged in developing, manufacturing and selling high frequency induction lights and electrolytic capacitors. Changzhou Huayue’s offices and manufacturing facilities are located in China. Effective November 2, 2011, the Company changed its name to Huayue Electronics, Inc.

~~The~~On ~~accompanying~~April ~~unaudited~~23, ~~consolidated~~2015, the ~~financial~~Company ~~statements~~entered ~~include~~into a Partnership Interest Purchase Agreement to purchase 51% of the ~~financial~~limited ~~statements~~liability partnership interests in SavWatt Kazakhstan Ltd. (“SavWatt”), a limited liability partnership formed under the laws of Kazakhstan. Effective that date, SavWatt’s operations will be included in the Company'’s ~~subsidiaries,~~consolidated ~~China~~financial ~~Metal~~position ~~Holding~~and results. SavWatt Kazakhstan was formed by Sutton Global Associates, Inc. ~~and~~(see ~~Changzhou~~Note ~~Huayue~~7) ~~Electronics~~on ~~Company~~April 8, ~~Ltd.~~2015 ~~All~~to ~~significant~~engage ~~inter-company~~in ~~balances~~the business of manufacturing and ~~transactions~~distributing ~~have~~energy ~~been~~efficient ~~eliminated~~products in ~~consolidation~~Kazakhstan and other Eastern European countries.

~~Use~~In May 2015, the Company approved plans to dispose of ~~estimates~~China Metal, including its subsidiary Changzhou Huayue. China Metal was sold on June 12, 2015. Refer to Note 4 for further discussion.

~~The~~NOTE ~~preparation~~2 of– ~~financial~~BASIS ~~statements~~OF in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include: the allowance for doubtful accounts, the valuation of inventory, and estimated useful lives and impairment of property and equipment. Actual results could differ from those estimated by management.PRESENTATION

~~Cash~~These unaudited consolidated financial statements as of and for the three (3) months ended August 31, 2015 and 2014, respectively, reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash ~~equivalents~~flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America.

~~For~~These ~~purposes~~interim ofunaudited consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements ofand ~~cash~~notes thereto ~~flows~~for the years ended May 31, 2015 and 2014, respectively, which are included in the Company’s ~~considers~~Annual ~~all~~Report ~~highly~~on Form ~~liquid~~10-K ~~investments~~filed with anthe ~~original~~United ~~maturity~~States Securities and Exchange Commission on September 15, 2015 and the amendment thereto on Form 10-K/A filed on October 13, 2015. The Company assumes that the users of ~~three~~the ~~months~~interim financial information herein have read, or ~~less~~have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be ~~cash~~determined ~~equivalents~~in that context. ~~All~~The ~~cash~~results ~~balances~~of ~~are~~operations infor the ~~bank~~three ~~accounts~~(3) inmonths ~~PRC~~ended ~~and~~August 31, 2015 are not ~~insured~~necessarily byindicative ~~the~~of ~~Federal~~results ~~Deposit~~for ~~Insurance~~the ~~Corporation~~entire oryear ~~other~~ending ~~programs~~May 31, 2016.

~~Restricted~~NOTE ~~Cash~~3 – GOING CONCERN

~~Restricted~~The ~~cash~~accompanying ~~represents~~unaudited ~~required~~consolidated financial ~~cash~~statements ~~deposits~~have asbeen aprepared ~~part~~on ofa ~~collateral~~going ~~for~~concern ~~bankers~~basis. ~~acceptance~~The ~~notes~~Company ~~payable~~had ~~and~~negative ~~letters~~working capital of ~~credit.~~$308,579 ~~The~~at ~~Company~~August 31, is2015 ~~required~~and toincurred ~~maintain~~a ~~50%~~net toloss ~~100%~~ of ~~the~~$324,800 ~~balance~~for of the ~~bank’s~~three ~~acceptance~~months ~~notes~~ended ~~payable~~August to31, ~~ensure future credit availability~~2015.

~~Accounts~~These ~~Receivable~~matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These unaudited consolidated financial statements do not include any adjustments to the amounts and ~~Allowance~~classification ~~for~~of ~~Doubtful~~assets ~~Accounts~~and liabilities that may be necessary should the Company be unable to continue as a going concern.

~~Accounts~~The ~~receivable~~Company's ~~are~~ability to ~~stated~~continue atas ~~net~~a ~~realizable~~going ~~value.~~concern Anis ~~allowance~~dependent ~~for~~upon ~~doubtful~~its ~~accounts~~ability isto ~~established~~obtain ~~based on~~ the ~~management’s~~necessary ~~assessment~~financing ofto ~~the~~meet ~~recoverability~~its ofobligations ~~accounts~~ and ~~other~~repay its ~~receivables.~~liabilities Aarising ~~considerable~~from ~~amount~~normal ofbusiness ~~judgment~~operations iswhen ~~required~~they income ~~assessing the realization of these receivables~~due, ~~including the current credit worthiness of each customer~~ and ~~the~~to ~~related~~fund ~~aging~~acquisitions ~~analysis.~~in ~~Delinquent~~order ~~account~~to ~~balances~~generate ~~are~~profitable operations ~~written-off~~in ~~against allowance for doubtful accounts after management has determined that~~ the ~~likelihood of collection is not probable~~future.

Inventory

Inventory is composed of raw materials and packing materials for manufacturing, work in process, and finished goods. Inventories are valued at the lower of cost or market with cost determined on a weighted average basis. Management compares the cost of inventory with the market value and an allowance is made for writing down the inventory to its market value, if lower than cost. As of February 28, 2015 and May 31, 2014, the Company reserved allowances for inventory valuation of $0 and $1,523,760, respectively.

HUAYUE ELECTRONICS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~(UNAUDITED)~~The Company believes that funds received will enable it to execute its business plan and generate positive operating results. However, the outcome of these matters cannot be predicted at this time and there are no assurances that the Company will be successful in accomplishing its plans.

NOTE 24 - ~~SUMMARY~~DISCONTINUED ~~OF SIGNIFICANT ACCOUNTING POLICIES (Continued)~~OPERATIONS

~~Plant~~In May 2015, ~~property~~the Company approved plans to dispose of its subsidiary China Metal, including China Metal’s wholly-owned subsidiary, Changzhou Huayue. Management elected to dispose of the entities because the Company intends to focus its operations outside of China and ~~equipment~~rather in the U.S. and other foreign markets. On June 2, 2015, the Company entered into a Stock Purchase Agreement to sell 100% of the issued and outstanding shares of common stock of China Metal. The Company completed the sale on June 12, 2015.

~~Plant,~~In ~~property~~accordance ~~and~~with ~~equipment~~ASC ~~are~~205-20, ~~stated~~China atMetal, and ~~cost.~~its ~~The~~wholly-owned ~~cost~~subsidiary ofChangzhou anHuayue, ~~asset~~have ~~comprises~~been ~~its~~presented ~~purchase~~as ~~price~~a ~~and~~discontinued ~~any~~business ~~directly~~in ~~attributable~~the ~~costs~~consolidated offinancial statements ~~bringing~~as ~~the~~of ~~asset~~May to31, ~~its~~2015. ~~present~~Previously ~~working~~reported ~~condition~~results ~~and locations~~ for ~~its~~the ~~intended~~unaudited ~~use.~~comparable ~~Depreciation~~period isended ~~calculated~~August ~~using~~31, ~~the~~2014 ~~straight-line~~have ~~method~~been restated ~~over~~to ~~the~~reflect ~~following~~this ~~useful lives:~~reclassification.

Buildings	20 years
Machinery and equipment	5-10 years
Transportation equipment	5 years

The operational results of China Metal are presented in the “Net income from discontinued operations, net of taxes” line item on the unaudited consolidated statement of operations for the period ended August 31, 2014. The assets and liabilities of the discontinued business are presented on the consolidated balance sheet as of May 31, 2015 as assets and liabilities from discontinued operations.

~~Expenditures~~On ~~for~~June ~~maintenance~~12, ~~and~~2015, the ~~repairs~~Company ~~are~~completed ~~charged~~its sale of China Metal. The Company purchased 10,000,000 shares of HUAY common shares from the seller and delivered to ~~expense~~the asseller ~~incurred~~100% of the net assets in China Metal, which was $598,573 at the time of the sale. ~~Additions~~As the seller was a related party (see Note 8), ~~renewals~~the transaction was recorded at cost and ~~betterments~~no ~~are~~gain ~~capitalized~~or loss was recorded on the sale.

~~Impairment~~The major components of ~~long-lived~~net ~~assets~~(loss) income from discontinued operations were as follows:

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. An impairment loss, measured based on the fair value of the asset, is recognized if expected future undiscounted cash flows are less than the carrying amount of the assets. As of February 28, 2015 and May 31, 2014, no impairment of long-lived assets is believed to exist.

	Three Months Ended August 31,
	2015		2014
	(Unaudited)		(Unaudited)
Net sales	$	-	$	3,519,692
Cost of goods sold		-		1,942,464
Gross profit		-		1,577,228
General and administrative expenses		-		1,711,075
Income tax benefit		-		22,462
Net loss	$	-	$	(127,286	)
Comprehensive income	$	-	$	107,126

Fair value of financial instruments

The Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements”, defines fair value, establishes a three-level valuation hierarchy for fair value measurements and enhances disclosure requirements.

The three levels are defined as follows:

Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3 - inputs to the valuation methodology are unobservable.

Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, restricted cash, accounts receivable, advances to suppliers, accounts payable, due to related parties, advances from customers, accrued expenses, short term bank loans and notes payable approximates their recorded values due to their short-term maturities.

HUAYUE ELECTRONICS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~(UNAUDITED)~~The major classes of assets and liabilities from discontinued operations were as follows:

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

	August 31, 2015		May 31, 2015
	(Unaudited)
Cash	$	-	$	48,161
Accounts and other receivables		-		2,776,773
Advances to suppliers		-		1,866,075
Investment in sales-type lease		-		2,384,088
Total current assets		-		8,703,090
Property and equipment		-		1,045,827
Long-term receivables		-		2,950,151
Total assets	$	-	$	12,864,758

Short-term loans		-		2,984,834
Accounts payable		-		2,630,700
Taxes payable		-		2,685,297
Due to related parties		-		2,136,921
Total current liabilities		-		11,928,595
Total liabilities	$	-	$	12,266,185

~~Revenue~~NOTE ~~recognition~~5 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~The~~Principles ~~Company’s revenue is derived from the sale~~ of products. The Company’s revenue recognition policies are in compliance with Staff Accounting Bulletin 104, included in the Accounting Standards Codification ("ASC") as ASC 605, Revenue Recognition. Our determination to recognize revenue is based on the following:consolidation

·The ~~Persuasive~~unaudited ~~evidence~~consolidated financial ~~that~~statements aninclude ~~arrangement (sales contract) exists between a willing customer and us that outlines~~ the ~~terms~~financial statements of the ~~sale~~Company ~~(including customer information, product specification, quantity of goods, purchase price~~ and ~~payment~~its ~~terms)~~subsidiaries. ·All ~~Delivery~~inter-company istransactions ~~considered to have occurred when the risks, rewards~~ and ~~ownership of the products~~ balances are ~~transferred~~eliminated ~~from us to our customers. · Our price to the customer is fixed and determinable as specifically outlined~~ in ~~the sales contract~~consolidation. · For customers to whom credit terms are extended, we assess a number of factors to determine whether collection from them is probable, including past transaction history with them and their credit-worthiness. All credit extended to customers is pre-approved by management. If we determine that collection is not reasonably assured, we defer the recognition of revenue until collection becomes reasonably assured, which is generally upon receipt of payment.

~~Payments~~Use ~~received before satisfaction~~ of ~~all of the relevant criteria for revenue recognition are recorded as advance from customers.~~estimates

The ~~Company~~preparation of ~~currently~~financial ~~does~~statements ~~not~~in ~~offer~~conformity ~~customers~~with aUS ~~right~~GAAP requires management to make estimates and assumptions that affect the reported amounts of ~~return.~~assets ~~Therefore~~and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as ~~uncertainty~~well ~~regarding~~as ~~customer~~the ~~acceptance~~reported ~~does~~amounts ~~not~~of ~~exist~~revenues and ~~delivered~~expenses ~~elements~~during ~~are~~the ~~not~~reporting ~~subject~~period. toActual ~~general~~results orcould ~~customer-specified~~differ ~~return~~from orthose ~~refund~~estimates. Significant ~~privileges~~accounting estimates reflected in the Company’s consolidated financial statements include: the allowance for bad debt, the valuation of inventory, and estimated useful lives and impairment of property and equipment. Actual results could differ from those estimated by management.

~~The~~Non-controlling Company commenced an “Energy management contract” program in fiscal year 2014. Under the program, the Company provides the lighting products and the installation for the customers and the Company is compensated by a fee based on an agreement regarding the anticipated energy bill savings. The lighting products will belong to the customer at the end of the term, which is one to five years for current signed contracts. These agreements are classified as sales type leases in accordance with ASC 840, Leases. The present value of the aggregate lease payment receivable is recorded as sales type lease revenue. For balance sheet purposes, the aggregate lease payments receivable are recorded net of unearned income as net investment in leases. The Company amortizes unearned income, or deferred revenue, to interest income over the lease term on an internal rate of return method. The interest income for the quarters ended February 28, 2015 and 2014 were $ 146,014 and $ 67,932, respectively.interests

Non-controlling interests in the Company’s subsidiaries are recorded in accordance with the provisions of ASC 810 “Consolidation”, and are reported as a component of equity, separate from the parent company’s equity. Purchase or sale of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the non-controlling interests are included in the Company’s consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.

There is a non-controlling interest who owns 49% of the partnership interest in the Company’s subsidiary, SavWatt Kazhakstan, Ltd. There were no non-controlling interest balances per the financial statements as SavWatt did not have any operations for the period ended August 31, 2015, and its equity balance was insignificant.

HUAYUE ELECTRONICS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~(UNAUDITED)~~Cash and cash equivalents

~~NOTE~~For 2purposes of the statement of cash flows, the Company considers all highly-liquid ~~SUMMARY~~investments OFwith ~~SIGNIFICANT~~an ~~ACCOUNTING~~original ~~POLICIES~~maturity ~~(Continued)~~of three months or less to be cash equivalents.

Revenue recognition

The Company’s revenue is derived from the sale of products. The Company’s revenue recognition policies are in compliance with Staff Accounting Bulletin 104, included in the Accounting Standards Codification (“ASC”) as ASC 605, Revenue Recognition. Our determination to recognize revenue is based on the following:

Persuasive evidence that an arrangement (sales contract) exists between a willing customer and us that outlines the terms of the sale (including customer information, product specification, quantity of goods, purchase price and payment terms).

Delivery is considered to have occurred when the risks, rewards and ownership of the products are transferred from the Company to its customers.

The price to the customer is fixed and determinable as specifically outlined in the sales contract.

For customers to whom credit terms are extended, the Company assesses a number of factors to determine whether collection from them is probable, including past transaction history with them and their credit-worthiness. All credit extended to customers is pre-approved by management. If the Company determines that collection is not reasonably assured, the Company defers the recognition of revenue until collection becomes reasonably assured, which is generally upon receipt of payment.

Payments received before satisfaction of all of the relevant criteria for revenue recognition are recorded as advance from customers.

Income taxes

The Company’s ~~subsidiaries in China are subject to the income tax laws of the PRC. No taxable income was generated outside the PRC during the quarters ended February 28, 2015 and 2014. The Company~~ accounts for income tax under the asset and liability method as stipulated by ASC 740 , which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns. Deferred income taxes will be recognized if significant temporary differences between tax and financial statements occur. Valuation allowances are established against net deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. As of ~~February~~August 2831, 2015 and ~~May 31,~~ 2014, no valuation allowance is considered necessary.

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred during the three ~~nine~~ months ended ~~February~~August 2831, 2015 and 2014.

~~Value-added~~Fair ~~tax~~value of financial instruments

~~Sales~~The ~~revenue~~Financial ~~represents~~Accounting Standards ~~the~~Board’s ~~invoiced~~ASC ~~value~~Topic ~~of goods~~820, ~~net~~“Fair ~~of a~~ Value~~-Added~~ ~~Tax (“VAT~~Measurements”)., ~~All~~defines offair ~~the~~value, ~~Company’s~~establishes ~~products that are sold in the PRC are subject to~~ a ~~Chinese value~~three-~~added~~level ~~tax~~valuation hierarchy atfor afair ~~rate~~value ofmeasurements ~~17% of the gross sales price. This VAT may be offset by VAT paid by the Company on raw materials~~ and ~~other~~enhances ~~materials~~disclosure ~~included in the cost of producing their finished product~~requirements.

The Company recorded $0 and $985,580 VAT payable in the financial statements as of February 28, 2015 and May 31, 2014, respectively.

Foreign currency translation

The functional currency of the U.S. parent company is USD. The functional currency of the Company’s Chinese subsidiary is RMB and its reporting currency is U.S dollars for the purpose of these financial statements. The accounts of the Chinese subsidiary were translated into USD in accordance with ASC Topic 830 “Foreign Currency Matters.” According to Topic 830, all assets and liabilities were translated at the exchange rate on the balance sheet date; stockholders’ equity is translated at historical rates and statement of income items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with ASC Topic 220, “Comprehensive Income.” Gains and losses resulting from the translations of foreign currency transactions and balances are reflected in the statements of income and other comprehensive income. The company has recorded other comprehensive loss of $304,594 and $4,098 for the three months ended February 28, 2015 and 2014, respectively, and loss of $67,784 and gain of $119,299 for the nine months ended February 28, 2015 and 2014, respectively.

HUAYUE ELECTRONICS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~(UNAUDITED)~~The three levels are defined as follows:

~~NOTE~~Level 1 2 - ~~SUMMARY~~inputs OFto ~~SIGNIFICANT~~the ~~ACCOUNTING~~valuation ~~POLICIES~~methodology are quoted prices (~~Continued~~unadjusted) for identical assets or liabilities in active markets.

~~The~~Level 2 ~~following~~- ~~exchange~~inputs ~~rates~~to ~~were~~the ~~adopted~~valuation tomethodology ~~translate~~include ~~the~~quoted ~~amounts~~prices ~~from~~for ~~RMB~~similar ~~into~~assets ~~United~~and ~~States~~liabilities ~~dollars~~in ~~(“USD$”)~~active markets, quoted market prices for ~~the~~identical ~~reporting~~or ~~periods:~~similar assets in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

	February 28,		February 28,
	2015		2014
Period End RMB Exchange Rate (RMB/USD$)		6.2695		6.1246
Average Period RMB Exchange Rate (RMB/USD$)		6.1808		6.1370

Level 3 - inputs to the valuation methodology are unobservable.

~~Concentrations~~The ofCompany’s ~~credit~~accounts ~~risk~~payable and accrued expenses, due to shareholder and notes payable approximate fair values due to their short-term maturities.

~~Financial~~Stock-based instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. All of the Company’s cash is maintained with banks within the People’s Republic of China in which no deposits are covered by insurance. The Company has not experienced any losses in such accounts. A significant portion of the Company's sales are credit sales which are primarily to customers whose ability to pay is dependent upon the industry economics prevailing in their markets. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk.compensation

~~NOTE~~The 3Company –accounts ~~ACCOUNTS~~for ~~RECEIVABLE,~~stock-based ~~NET~~instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The Company accounts for nonemployee share-based awards in accordance with ASC Topic 505-50.

~~The~~Earnings ~~Company~~(loss) ~~provides~~per ancommon ~~allowance for doubtful accounts related to its receivables. The receivables and allowance balances as of February 28, 2015 and May 31, 2014 are as follows:~~share

		February 28,			May 31,
		2015			2014
Accounts receivable	$	7,610,548		$	6,662,699
Less: Allowance for doubtful accounts		(4,453,062	)		(909,591	)
Accounts receivable, net	$	3,157,486		$	5,753,108

The Company utilizes the guidance per FASB Codification ASC 260 Earnings per Share (“ASC 260”). Basic earnings per share are calculated by dividing income available to stockholders by the weighted average number of common stock shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common stock shares and dilutive common share equivalents outstanding during the period. Dilutive common stock share equivalents consist of common shares issuable upon the conversion of convertible notes and the exercise of stock options and warrants (calculated using the modified treasury stock method). There were no such securities for the periods ended August 31, 2015 and 2014.

Foreign currency translation

The functional currency of the U.S. parent company is USD. The functional currency of the discontinued subsidiary at May 31, 2015 is RMB and its reporting currency is U.S dollars for the purpose of these financial statements. The accounts of the Chinese subsidiary were translated into USD in accordance with ASC Topic 830 “Foreign Currency Matters,” According to Topic 830, all assets and liabilities were translated at the exchange rate on the balance sheet date; stockholders’ equity is translated at historical rates and statement of income items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with ASC Topic 220, “Comprehensive Income.” Gains and losses resulting from the translations of foreign currency transactions and balances are reflected in the unaudited statement of operations and comprehensive income for the three months ended August 31, 2014.

Reclassification

Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassification had no impact on net income or cash.

Certain items of the discontinued entity, such as statutory reserves and accumulated other comprehensive income, were reclassified to retained earnings in the consolidated balance sheet as of May 31, 2015.

HUAYUE ELECTRONICS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~(UNAUDITED)~~NOTE 6 – NOTE PAYABLE

~~NOTE~~On 4August –24, ~~INVENTORY~~2015, the ~~NET~~Company entered into a short-term promissory note with an accredited investor for $79,000. The note earns interest at 2% per annum and matures on November 23, 2015. In conjunction with the note, the Company issued 180,000 common shares to the investor. The shares resulted in a debt discount of $44,791, of which $3,459 was amortized during the period. As of August 31, 2015, the note payable, net of unamortized debt discount, was $37,489.

~~Inventory~~On ~~consists~~August of25, ~~finished goods and raw materials~~2015, the ~~net~~Company ofborrowed ~~valuation~~an ~~allowance.~~additional ~~An allowance of~~ $~~0 and $1~~11,~~523,760~~000 ~~for~~from ~~inventory~~the ~~was~~same ~~made~~investor. asThe ofloan ~~February~~is 28non-interest bearing, ~~2015~~unsecured and ~~May~~due ~~31,~~on ~~2014, respectively~~demand.

~~The~~NOTE ~~components~~7 of- ~~inventories~~STOCKHOLDERS’ ~~as of February 28, 2015 and May 31, 2014 were as follows:~~EQUITY

	February 28,		May 31,
	2015		2014
Raw materials	$	498,134		$	1,581,409
Finished goods		199,669			390,800
		-			(1,523,760)
Total inventory	$	697,803		$	448,449

Pursuant to the Partnership Interest Purchase Agreement dated April 23, 2015, the Company issued 3,000,000 common shares to a related party. Refer to Note 8 for further discussion.

~~NOTE~~On 5June –12, ~~PLANT~~2015, the ~~PROPERTY~~Company ~~AND~~repurchased ~~EQUIPMENT~~10,000,000 ~~NET~~of the Company’s outstanding common stock pursuant to the sale of China Metal. Refer to Note 8 for further discussion.

~~The~~On ~~components~~August of17, ~~property~~2015, the ~~and~~Company ~~equipment~~issued as34,483 ofcommon ~~February~~shares ~~28,~~pursuant ~~2015~~to ~~and~~a ~~May~~consulting 31agreement for a value of $20,000, ~~2014~~or ~~were~~$0.58 asper ~~follows:~~share. The amount is included in professional fees in the unaudited consolidated statements of operations and comprehensive income.

	February 28,			May 31,
	2015			2014
Machinery equipment	$	7,992,023		$	8,307,078
Building		5,391,180			5,408,865
Electronic equipment		928,449			642,658
Transportation equipment		287,307			288,250
Subtotal		14,598,959			14,646,851
Less: Accumulated depreciation	$	(2,703,008	)		(1,905,855)
Total Total plant, property and equipment, net	$	11,895,951		$	12,740,996

As of August 31, 2015 and May 31, 2015, the Company had 24,539,724 and 34,325,241 common shares issued and outstanding, respectively.

~~The~~On ~~depreciation~~June ~~expense~~12, ~~for~~ 2015, the ~~three~~Board ~~months~~and ~~ended~~shareholders ~~February~~approved ~~28,~~the ~~2015~~increase ~~and~~of ~~2014~~authorized ~~was~~common ~~$231,420~~stock ~~and~~from ~~$146~~60,~~834~~000,000 ~~respectively~~to 150,000,000 ~~and~~shares. ~~for~~The Board also approved the ~~nine~~increase ~~months~~of ~~ended~~authorized ~~February~~preferred 28stock from 1,000,000 ~~2015~~to ~~and~~10,000,000 ~~2014~~shares. ~~was~~The $actions ~~803,384~~are ~~and~~pending ~~$439~~shareholder notification. Currently,~~438,~~ ~~respectively~~there are no preferred shares outstanding.

In August 2015, the Company agreed to issue options to purchase 2,000,000 shares of common stock per consulting agreements. These options, as well as the options per Isaac H. Sutton’s employment agreement, are subject to Board approval at the time of this report.

NOTE 8 – RELATED PARTY TRANSACTIONS

An individual or entity is considered to be a related party if the person or the entity has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. An individual or entity is also considered to be related if the person or the entity is subject to common control or common significant influence.

On April 23, 2015, the Company issued 3,000,000 common shares to Sutton Global Associates, Inc. (“Sutton Global”), the owner of SavWatt Kazakhstan Ltd., for a 51% controlling interest in SavWatt. Sutton Global is 100% owned by the chief executive officer of the Company. At August 31, 2015, Sutton Global owned 12.2% of the Company’s outstanding common stock.

In accordance with ASC Topic 805-50-05, ‘Transactions Between Entities Under Common Control’, the acquisition of SavWatt was recorded at carrying value, i.e. the par value of common stock. The par value of common shares issued of $3,000 is treated as a distribution to the shareholder and a reduction to retained earnings.

HUAYUE ELECTRONICS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~(UNAUDITED)~~During the period ended August 31, 2015, Sutton Global paid certain expenses on behalf of the Company. The balance owed to Sutton Global is included as Due to shareholder on the unaudited consolidated balance sheet.

~~NOTE~~On 6June -12, 2015, ~~RELATED~~the ~~PARTY~~Company ~~TRANSACTIONS~~sold ~~AND~~100% ~~BALANCES~~of its subsidiary China Metal to Mr. Shudong Pan, an officer and director of China Metal and Changzhou Huayue. As part of the sale, the Company repurchased 10,000,000 of the outstanding common shares held by Mr. Pan. The repurchase of common shares was recorded at cost of $598,573, which represented the value of China Metal’s net assets at the time of the sale. Upon repurchase, the common shares were retired.

~~The~~In ~~related~~April ~~parties~~2015, Shudong ofPan, ~~the~~Han ~~company~~Zhou ~~with~~and ~~whom~~Qing ~~transactions~~Biao ~~are~~resigned ~~reported~~as inChief ~~these~~Executive ~~financial~~Officer, ~~statements~~Chief ~~are~~Financial Officer and Secretary, respectively, of the Company. Mr. Pan and Mr. Zhou will continue as ~~follows:~~Chief Executive Officer and Chief Financial Officer, respectively, of the discontinued Chinese entities.

~~Name~~On ofJune ~~entity~~12, or2015, the ~~individual~~Board ~~Relationship~~accepted ~~with~~ the ~~Company~~resignations ~~Changzhou~~of ~~Wujin Hengtong Metal Steel Wires Co. Ltd. Entity controlled by Ms. Pan Yile’s family members Changzhou Hanyu Electronic Co.,Ltd Entity controlled by Mr. Pan~~ Shudong’s ~~sister Chuangzhou Ruiyuan Steel Pipe Co. Ltd Entity controlled by Mr.~~ Pan ~~Shudong’s~~and ~~sister~~Ximmei ~~Changzhou~~Li ~~Shiji~~from ~~Jinyue~~the ~~Packaging~~Board ~~Co.,Ltd~~of ~~Entity controlled by Mr~~Directors. ~~Pan~~The ~~Shudong’s~~Board ~~brother~~appointed ~~in law Changzhou Laiyue Electronic Co~~Dr.~~,Ltd~~ ~~Entity~~Yunzhoung Wu ~~controlled~~and byYile ~~Mr.~~Lisa Pan ~~Shudong~~to ~~Changzhou~~the ~~Jinyue~~Board ~~Electronic~~of ~~Co.,Ltd~~Directors ~~Entity~~effective ~~controlled by Mr~~immediately. ~~Pan Shudong’s brother in law~~

~~(i)~~On ~~Due~~July ~~from~~24, ~~Related~~2015, the ~~Parties:~~ Board elected Miller Mays III and Randall Satin to the Board of Directors.

~~The~~Related ~~Company had zero due from related~~ parties of asthe ofdiscontinued ~~both~~entity ~~February~~at 28May 31, 2015 ~~and~~consisted ~~May~~of ~~31,~~the ~~2014.~~following:

~~(ii)~~Name ~~Due~~of toentity ~~Related~~or ~~Parties:~~ individual Relationship with the Discontinued Entity Changzhou Wujin Hengtong Metal Steel Wires Co. Ltd. Entity controlled by Ms. Pan Yile’s family members Changzhou Hanyu Electronic Co., Ltd Entity controlled by Mr. Pan Shudong’s sister Chuangzhou Ruiyuan Steel Pipe Co. Ltd Entity controlled by Mr. Pan Shudong’s sister Changzhou Shiji Jinyue Packaging Co.,Ltd Entity controlled by Mr. Pan Shudong’s brother in law Changzhou Laiyue Electronic Co.,Ltd Entity controlled by Mr. Pan Shudong Changzhou Jinyue Electronic Co.,Ltd Entity controlled by Mr. Pan Shudong’s brother in-law

~~Due~~NOTE to9 ~~related~~– ~~parties~~COMMITMENTS atAND ~~February 28, 2015 and May 31, 2014 consisted of the following:~~CONTINGENCIES

	February 28,		May 31,
	2015		2014
Changzhou Wujin Hengtong Metal Steel Wires Co. Ltd.	$	279,129		320,051
Changzhou Ruiyuan Steel Pipe Co. Ltd		-		192,031
Changzhou Hanyu Electronic Co.,Ltd		-		80,013
Changzhou Shiji Jinyue Packaging Co.,Ltd		829,412
Changzhou Laiyue Electronic Co.,Ltd		129,506
Changzhou Jinyue Electronic Co.,Ltd		848,553
Total Due to related parties	$	2,086,600	$	592,095

On April 27, 2015, the Company entered into an employment agreement with Isaac H. Sutton to serve as Chief Executive Officer of the Company. The agreement provides for an initial term of three years and will terminate on April 27, 2018. The employment agreement will be extended automatically for successive one-year periods thereafter unless the Company or Mr. Sutton gives written notice to the other to allow the employment agreement to expire. Mr. Sutton will be paid an initial annual base salary of $120,000. At August 31, 2015, accrued salary owed to Mr. Sutton of $60,000 was included in Due to shareholder per the unaudited consolidated balance sheet.

~~Amounts~~In ~~due~~addition, Mr. Sutton will be eligible to ~~related~~receive ~~parties~~each ~~were~~year ~~unsecured,~~an ~~had~~incentive nobonus ~~written~~in ~~agreement,~~an ~~were~~amount ~~due~~up onto ~~demand,~~100% of his base salary and ~~bore~~a norevenue ~~interest~~bonus in an amount equal to 0.75% of the amount by which the Company’s net revenues in such year exceed $25 million.

Subject to the approval of the Board, the Company will also grant to Mr. Sutton a stock option to purchase 3,000,000 shares of the Company’s common stock at a price per share not less than the per-share fair market value of the common stock on the date of grant. The option will vest with respect to one-third of the shares on the first anniversary of the date of grant and as to the remaining two-thirds of the shares in 24 equal monthly installments thereafter.

The employment agreement also provides that Mr. Sutton will be entitled to participate in any short-term and long- term incentive plans generally available to executive officers of the Company, to participate with other executive officers in any of the Company’s employee fringe benefit plans, and to be reimbursed for certain business-related expenses. In addition, the employment agreement provides for certain benefits upon termination of Mr. Sutton’s employment under certain circumstances, including a change of control of the Company, as defined in the employment agreement, and to certain death benefits.

HUAYUE ELECTRONICS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~(UNAUDITED)~~NOTE 10 – RECENT ACCOUNTING PRONOUNCEMENTS

~~NOTE~~In 7April –2014, the ~~SHORT-TERM~~FASB ~~LOANS~~issued authoritative guidance, which specifies that only disposals, such as a disposal of a major line of business, representing a strategic shift in operations should be presented as discontinued operations. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The Company has adopted the guidance as described in Note 3.

~~The~~NOTE ~~Company’s~~11 ~~short term bank loans consisted of the follows:~~- SUBSEQUENT EVENTS

	February 28,		May 31,
	2015		2014
Loan from China Industrial and Commercial Bank (6.0% annual interest rate, due on September 27, 2014, renewed on September 4, 2014 with annual interest rate of 6.3% and maturity date on August 26, 2015)	$	845,362	$	848,136
Loan from China Industrial and Commercial Bank (6.0% annual interest rate, due on October 28, 2015, renewed on September 9, 2014 with annual interest rate of 6.3% and maturity date on June 1, 2015)		478,507		480,077
Loan from China Industrial and Commercial Bank (6.0% annual interest rate, due on July 21, 2014, renewed on July 17, 2014 with maturity date on April 15, 2015)		478,507		480,077
Loan from Changzhou Wujinyingfeng Agriculture Credit Union (1.86% monthly interest rate, due on September 16, 2014, renewed on September 17, 2014 with maturity date on March 16, 2015)		478,507		480,077
Loan from China Industrial and Commercial Bank (6.0% annual interest rate, due on September 25, 2014, renewed on September 9, 2014 with annual interest rate of 6.3% and maturity date on August 6, 2015)		350,906		352,056
Loan from China Huaxia Bank (8.4% annual interest rate, due on June 6, 2015)		319,005		-
Loan from China Merchant Bank (7.80% annual interest rate, due on June 18, 2014)		-		320,051
Total	$	2,950,794	$	2,960,474

On September 3, 2015, the Company entered into a promissory note agreement for $78,000. In conjunction with the note, the Company issued 156,000 common shares to the investor.

~~The~~On ~~above~~September ~~loans~~8, 2015, ~~are guaranteed by affiliate companies controlled by~~ the ~~CEO~~Company orformed ~~his~~Tarsier ~~family~~Systems ~~members~~Ltd. ~~The~~, ~~interest~~a ~~expense~~New ~~for~~York ~~the~~corporation. ~~nine~~Tarsier ~~months~~Systems ~~ended~~is ~~February~~a ~~28,~~100% ~~2015 and 2014 was $144,897 and $183,743, respectively~~subsidiary.

On September 10 , 2015, the Company entered into a purchase agreement to acquire 100% of the limited liability membership interests of BlueCo Energy LLC, a New York limited liability company (“BlueCo”), in consideration for the issuance of 20,000,0000 common shares. Upon closing, the Company will issue the common shares to GoCOM Corporation, a Nevada corporation (“GoCOM”), which is controlled by Isaac H. Sutton. There can be no assurance that the Company will complete the proposed acquisition of BlueCo.

~~HUAYUE~~ITEM ~~ELECTRONICS, INC~~2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS

~~NOTES~~Forward-Looking TOStatements: ~~CONSOLIDATED~~No ~~FINANCIAL~~Assurances ~~STATEMENTS~~Intended

~~(UNAUDITED)~~In addition to historical information, this Quarterly Report contains forward-looking statements, which are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or similar expressions. These forward-looking statements represent Management’s belief as to the future of Huayue Electronics, Inc. Whether those beliefs become reality will depend on many factors that are not under Management’s control. Many risks and uncertainties exist that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed under the caption “Risk Factors” in our Annual Report on Form 10-K filed on September 15, 2015. Readers are cautioned not to place undue reliance on these forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.

~~NOTE~~Company ~~8 - TAXES PAYABLE~~Overview

~~Taxes~~After completing ~~payable~~the asreorganization of ~~February~~our ~~28,~~business ~~2015~~ and management in May 312015 as discussed earlier, ~~2014~~we ~~are~~intend asto ~~follows~~engage in the business of:

	February 28,		May 31,
	2015		2014
Corporate income tax	$	-	$	1,694,388
Value-added tax		590,895		985,580
Other taxes & fees		259,292		260,448
Total	$	850,187	$	2,940,416

developing and selling LED street lighting and state-of-the-art Smart City technology;

~~NOTE~~· 9providing -large ~~INCOME~~corporations, ~~TAXES~~institutions, facilities and factories with energy management software and solutions;

~~Changzhou~~· ~~Huayue~~providing ~~Electronics~~energy ~~Co.,~~audit ~~Ltd~~services ~~was~~that ~~registered~~help incustomers ~~the~~reduce ~~PRC~~their ~~and~~energy ~~qualified~~consumption ~~as a high-tech company,~~ and issave ~~entitled to a preferential tax rate of 15% through November, 2014.~~money;

~~For~~· ~~the~~providing ~~three~~commercial ~~months ended February 28, 2015~~ and ~~2014,~~residential ~~Changzhou~~customers ~~Huayue~~sustainable ~~Electronics~~energy ~~Co.,~~products; ~~Ltd recorded income tax expense of $223,197~~ and ~~$45,682, respectively, and for the nine months ended February 28, 2015 and 2014 were $289,031 and $430,004, respectively.~~

~~(i)~~· ~~The~~developing ~~components~~innovative ofenergy-saving ~~the~~products, ~~income~~including ~~tax~~LED ~~expense~~light ~~(benefit)~~bulbs ~~are~~and asfixtures, ~~follows:~~battery back-up systems and micro-grid technology.

	For the Three Months Ended February 28,
	2015		2014
Current	$	822,346	$	241,059
Deferred		(599,149)		(195,377 )
Total income tax expense (benefit)	$	223,197	$	45,682

Smart City Technology

Cities worldwide compete daily to engage and attract new residents, businesses and visitors. As a result, constant attention must be paid to providing safer neighborhoods, less stressful means of transportation, a vibrant economic climate and an overall better quality of life. Local and regional government leaders continue to look toward “Smart City” technology to provide a strong foundation on which they can build their city’s future. We plan to capitalize on this emerging opportunity by establishing our company as an innovative developer and provider of Smart City technology. We believe that the streetlight will become the eyes and ears of a city. Each streetlight pole is capable of illuminating, monitoring and protecting its assigned territory. Through advances in technology, the streetlight is quickly morphing into a multi-faceted observation tower capable of providing a city’s control center with important real-time data, including pedestrian activity, traffic flow, video surveillance and weather information. The newest LED lights can be Wi-Fi-enabled or equipped with BLE (Bluetooth Low Energy), VLC (Visual Light Communication) components that allow a city to build a vast data network that can be used to obtain and/or provide critical information and content to its workers, residents or visitors via their mobile devices.

We believe Smart Cities will not only be safer and more convenient cities, but they will be “greener,” more cost-effective cities as the advances in LED lighting can dramatically reduce a cities energy consumption. We are in the process of developing and/or acquiring the innovative talent, patents and technology that we believe will be required to enable our company to be a driving force in shaping the cities of tomorrow. We plan on being pioneers as the world of utility merges with the worlds of convenience, data dissemination, media and lifestyle.

~~HUAYUE~~Energy ~~ELECTRONICS,~~Management ~~INC.~~Software and Solutions

~~NOTES~~While TOmany ~~CONSOLIDATED~~companies ~~FINANCIAL~~have ~~STATEMENTS~~rightfully sought out more cost-effective energy suppliers, we intend to establish a team of innovators in the area of “energy consumption reduction.” By combining their expertise with a comprehensive energy management software solution, we believe we can help our clients to significantly reduce their energy cost without disrupting their respective businesses. We are currently negotiating to acquire this technology, which will be marketed under the name T-Flow Energy Management Software. If we are able to complete this software acquisition, of which there can be no assurances, we will be able to go into any large building, facility, campus or factory and monitor the energy demand of its equipment (e.g. HVAC, Heavy Machinery, Lighting, etc.). Our software would then continually provide the critical “load data” our clients need to effectively manage overall demand. Clients are compensated in the form of cash rebates for this access and we plan to participate in a percentage of that rebate in exchange for providing the software and monitoring services.

According to the Federal Energy Regulatory Commission, demand response (~~UNAUDITED~~DR) is defined as “changes in electric usage by end-use customers from their normal consumption patterns in response to changes in the price of electricity over time, or to incentive payments designed to induce lower electricity use at times of high wholesale market prices or when system reliability is jeopardized.” DR includes all intentional modifications to consumption patterns of electricity of induce customers that are intended to alter the timing, level of instantaneous demand, or the total electricity consumption. It is expected that demand response programs will be designed to decrease electricity consumption or shift it from on-peak to off-peak periods depending on consumers’ preferences and lifestyles. Demand response activities are defined as “actions voluntarily taken by a consumer to adjust the amount or timing of his energy consumption”. Actions are generally in response to an economic signal (e.g. energy price, or government and/or utility incentive). Demand response is a reduction in demand designed to reduce peak demand or avoid system emergencies. As a result, demand response can be a more cost-effective alternative than adding generation capabilities to meet the peak and or occasional demand spikes. The underlying objective of DR is to actively engage customers in modifying their consumption in response to pricing signals. The goal is to reflect supply expectations through consumer price signals or controls and enable dynamic changes in consumption relative to price.

~~NOTE~~In 9electricity grids, DR can be used as a dynamic demand mechanism to manage customer consumption of electricity in response to supply conditions. For example, DR can be applied to have electricity customers reduce their consumption at critical times or in response to market prices. The difference is that demand response mechanisms respond to explicit requests to shut off, whereas dynamic demand devices passively shut off when stress in the grid is sensed. Demand response can involve actually curtailing power used or by starting on-site ~~INCOME~~generation ~~TAXES~~which ~~(Continued)~~may or may not be connected in parallel with the grid. This is a quite different concept from energy efficiency, which means using less power to perform the same tasks, on a continuous basis or whenever that task is performed. At the same time, demand response is a component of smart energy demand, which also includes energy efficiency, home and building energy management, distributed renewable resources, and electric vehicle charging.

	For the Nine Months Ended February 28,
	2015		2014
Current	$	1,095,439	$	867,248
Deferred		(806,408)		(437,244 )
Total income tax expense (benefit)	$	289,031	$	430,004

Current demand response schemes are implemented with large and small commercial, as well as residential customers, often through the use of dedicated control systems to shed loads in response to a request by a utility or market price conditions. Services (lights, machines, air conditioning) are reduced according to a preplanned load prioritization scheme during the critical time frames. An alternative to load shedding is on-site generation of electricity to supplement the power grid. Under conditions of tight electricity supply, demand response can significantly decrease the peak price and, in general, electricity price volatility.

Demand response is generally used to refer to mechanisms used to encourage consumers to reduce demand, thereby reducing the peak demand for electricity. Since electrical generation and transmission systems are generally sized to correspond to peak demand (iiplus margin for forecasting error and unforeseen events), ~~The~~lowering ~~following~~peak ~~table~~demand ~~summarizes~~reduces ~~deferred~~overall ~~taxes~~plant ~~resulting~~and ~~from~~capital ~~differences~~cost ~~between~~requirements. ~~financial~~Depending ~~accounting~~on ~~basis~~the configuration of generation capacity, however, demand response may also be used to increase demand (load) at times of high production and ~~tax~~low ~~basis~~demand. Some systems may thereby encourage energy storage to arbitrage between periods of ~~assets~~low and ~~liabilities:~~high demand (or low and high prices).

	February 28,		May 31,
	2015		2014
			(Restated)
Current assets and liabilities
Accounts receivable allowances	$	857,654	$	135,378
Advances to supplies allowances		32,691		18,423
Inventory reserve		228,564		228,564
Deferred revenue		33,986		10,766
Total deferred tax assets - current		1,152,895		393,131
Long term assets and liabilities
Deferred revenue		58,629		24,673
Accumulative depreciation		9,701		9,813
Total deferred tax assets - non current		68,330		34,486
Total deferred tax assets, net	$	1,221,225	$	427,617

There are three types of demand response - emergency demand response, economic demand response and ancillary services demand response. Emergency demand response is employed to avoid involuntary service interruptions during times of supply scarcity. Economic demand response is employed to allow electricity customers to curtail their consumption when the productive or convenience of consuming that electricity is worth less to them than paying for the electricity. Ancillary services demand response consists of a number of specialty services that are needed to ensure the secure operation of the transmission grid and which have traditionally been provided by generators.

NOTE 10 – CONCENTRATIONS

For the nine months ended February 28, 2015, two major customers accounted for approximately 17.9% and 13.9% of the total sales. For the three months ended February 28, 2015, three major customers accounted for more than 10% of the Company’s total sales.

For the nine months ended February 28, 2015, one major supplier accounted for approximately 88% of the Company’s total purchases. For the three months ended February 28, 2015, one major supplier accounted for approximately 47% of the Company’s total purchases.

~~HUAYUE~~Energy ~~ELECTRONICS, INC.~~ Audits

~~NOTES~~Few TOcommercial ~~CONSOLIDATED~~or ~~FINANCIAL~~residential ~~STATEMENTS~~energy customers are aware of how much energy they waste every single day. We plan to form a new division, to be known as Tarsier Advisors, to address this opportunity. The “energy audit” will not only help customers save money, but it will help the planet by reducing a consumer’s carbon footprint. In addition, it will help us build a credible dialogue with new customers, each of which will be in need of services such as: Sustainable Energy (Electric and Gas) - a service that we expect to provide through our Tarsier Energy division; LED Lighting - products that can be provided by our recently-formed Tarsier Innovation division; and Energy Management, a service that we expect to provide by our Tarsier Systems division. We believe this seamless vertical integration will help position us as a leader in energy, energy savings and Smart City technology.

~~(UNAUDITED)~~LED Bulbs and Fixtures

~~NOTE~~Emitting 11more -light ~~CONTINGENCIES~~per watt than incandescent bulbs and capable to lasting up to 100,000 hours, LED lights are revolutionizing the lighting industry. Unlike their virtually obsolete counterparts, LED lights contain no harmful ultraviolet rays, do not visibly flicker, and do not contain any toxic substances. Additionally, LED lighting can reduce energy consumption by as much as 80% when compared to traditional bulbs. As a result, the market for LED technology in the United States has grown from $7 billion to $10.7 billion this year alone.

~~Guarantee:~~Our Tarsier Innovation division, which was formed to engage in the development and sales of innovative energy-savings products, has aligned itself with manufacturers of quality LED products, including, but not limited to, LED streetlights and LED tubes, spots and floodlights. We plan to supply both residential customers and commercial businesses with LED lighting solutions. Our Tarsier Innovation division expects to work closely with municipalities and state governments interested in procuring LED lighting and other Smart City technology to not only provide them with the best possible solution, but to assist them in the procurement of financing from China-based lenders that are working closely with our Chinese manufacturing partners.

OnTo ~~March~~spur ~~13,~~adoption ~~2013~~of energy efficient products, U.S. ~~the~~federal ~~Company~~law ~~signed~~mandated anthat ~~agreement~~all ~~with~~light ~~China~~bulbs ~~Industry~~become ~~and~~30% ~~Commerce~~more ~~Bank~~efficient ~~under~~by ~~which~~2012. ~~the~~The ~~Company~~Federal ~~guaranteed~~government ~~borrowings~~currently offers tax deductions of ~~Changzhou~~up ~~Hanyu~~to ~~Electronics~~$.60 ~~Inc,~~per square foot if a ~~related~~new ~~party,~~lighting ~~for~~system ~~bank~~is ~~credit~~installed ~~(including~~that ~~loans,~~reduces ~~notes~~power ~~payable,~~usage ~~letter~~by 25% to 40% of ~~credit~~the ~~and~~standard ~~other~~lighting power ~~credit~~values ~~forms)~~specified upby toAHSRAE ~~RMB~~standard 590.1-2001. ~~million,~~As ~~approximately~~a ~~$823,000~~result ~~USD.~~of ~~The~~these ~~guarantee~~incentives isand ~~effective~~intensified ~~from~~marketing ~~March~~by 16LED manufacturers and retailers, ~~2014~~the LED market in the United States is expected to ~~March~~be ~~15,~~valued at $20.4 billion by the end of 2015.

~~Shares~~The lighting industry is intensely competitive and many of our competitors are large, well-funded companies that have substantially larger staffs, manufacturing and distribution facilities and financial resources than we have at the present time. In the LED market, we will compete with companies that manufacture or sell nitride-based LED chips as well as those that sell LED components. Competitors are offering new blue, green and white LEDs with aggressive prices and improved performance. These competitors may reduce average sales prices faster than we are able to bereduce costs, ~~issued~~and competitive pricing pressures may accelerate the rate of decline of our average sales prices.

OnWe ~~March~~also 12will compete with major lighting manufacturers, ~~2013~~including ~~the~~General ~~Company~~Electric, ~~entered~~Philips ~~into~~and aSylvania. ~~written~~Although ~~agreement~~these ~~with~~companies ~~Buckman,~~have ~~Buckman~~established &reputations ~~Reid~~in the marketplace, we ~~Inc.~~believe ~~(“BB&R”).~~we ~~The~~can ~~agreement~~establish ~~provides~~our ~~that~~company ~~for~~as a ~~one~~trusted ~~year~~brand ~~term~~because ~~BB&R~~essentially ~~will~~everyone ~~serve~~is asa ~~exclusive~~newcomer ~~consultant~~ to the ~~Company~~LED inspace. ~~connection~~In ~~with~~addition, while ~~corporate~~these ~~structure,~~larger ~~public~~companies ~~market~~have ~~strategies~~more ~~and~~intensive ~~fundraising~~research ~~activities.~~and Indevelopment, ~~partial~~sales ~~compensation~~and ~~for~~marketing ~~the~~resources, ~~services~~we ofbelieve ~~BB&R,~~our ~~the~~smaller infrastructure ~~Company~~should ~~committed~~allow us to ~~sell~~be tomore ~~BB&R~~nimble, ~~for~~be ~~nominal~~able ~~consideration~~to ~~common~~bring ~~stock~~new ~~equal~~innovations to ~~five~~market ~~percent~~faster ofand ~~the~~be ~~outstanding~~more ~~shares~~price ofcompetitive as ~~Company~~we ~~common~~too ~~stock~~are onworking awith ~~fully~~high-~~diluted~~yield ~~basis~~manufacturers. ~~Such~~While ~~agreement~~we ~~has~~also ~~been~~face ~~fulfilled~~competition ~~through~~from ~~transfer~~smaller ofU.S.-based ~~shares~~lighting ~~from~~companies, we ~~Ms.~~believe Liour ~~Xinmei~~product innovation, aas ~~Director~~well ofas ~~the~~our ~~Company~~branding and ~~Mr.~~marketing ~~Pan~~expertise, ~~Shudong’s~~will ~~wife,~~help tous ~~BB&R~~rise ~~during~~above the ~~nine~~weakest ~~months~~competition and ~~ended~~stay ~~February~~head-to-head ~~28,~~with ~~2015~~the best competitors in the marketplace.

~~MANAGEMENT’S~~We ~~DISCUSSION~~intend ~~AND~~to ~~ANALYSIS~~gain OFmarket ~~FINANCIAL~~share ~~CONDITION~~is ~~AND~~by vertically ~~RESULT~~integrating OFour ~~OPERATIONS~~energy audit businesses, our energy reselling business and our LED products business. We believe that clients that engage in an energy audit will also be seeking out cost-effective, energy-consumption-reducing LED products. Similarly, we believe our Tarsier Energy division customers will have a similar need as they seek to reduce energy costs by reducing consumption. We are currently in the process of developing an online retail portal that will allow both commercial and residential customers to purchase lighting products online. It is currently contemplated that our Tarsier Energy and Tarsier Advisors division clients will have the opportunity to redeem rebate certificates we provide to them on this site to secure a variety of LED lights at a substantial savings.

~~Forward~~Micro-~~Looking~~Grid/Battery ~~Statements:~~Back ~~No Assurances Intended~~Up

In October ~~addition~~2012, toHurricane ~~historical~~Sandy ~~information,~~devastated ~~this~~power ~~Quarterly~~infrastructures ~~Report~~from ~~contains~~Jamaica ~~forward-looking~~and ~~statements,~~Cuba ~~which~~to ~~are~~New ~~generally~~York ~~identifiable~~City byand ~~use~~beyond. Power was disrupted to millions of ~~the~~families ~~words~~and ~~“believes,”~~businesses ~~“expects,”~~for ~~“intends~~days,” ~~“anticipates,”~~weeks ~~“plans~~and ~~to,”~~even ~~“estimates,”~~months. ~~“projects~~Electric grid vulnerability was back in the mind of government leaders,” oremergency ~~similar~~management ~~expressions.~~personnel ~~These~~and ~~forward-looking~~even ~~statements~~customers. ~~represent~~The advances ~~Management’s~~in ~~belief~~battery astechnology toover the ~~future~~last decade is palpable. The purchases of ~~Huayue~~electric cars ~~Electronics,~~have ~~Inc.~~gone ~~Whether~~well ~~those~~beyond ~~beliefs~~the ~~become~~“early ~~reality~~adopters” ~~will~~and ~~depend~~into onthe ~~many~~mainstream. ~~factors~~Fledgling companies ~~that~~like ~~are~~Tesla ~~not~~have ~~under~~emerged ~~Management~~as formidable competition for Detroit’s ~~control.~~oldest ~~Many~~brands, ~~risks~~ and ~~uncertainties~~Tesla ~~exist~~has recently announced that ~~could~~it ~~cause~~has ~~actual~~set ~~results~~its tosights ~~differ~~on ~~materially~~other ~~from~~major ~~those~~applications ~~reflected~~for its innovative battery technologies. We also plan to become a formidable competitor in ~~these~~the ~~forward~~world of battery storage and micro-~~looking~~grid ~~statements~~technology. ~~Factors~~While the ~~that~~world ~~might~~has ~~cause~~embraced ~~such~~the concept of “energy saving,” there is still a ~~difference~~heavy ~~include~~reliance on the worldwide energy grid, the ~~but~~complex ~~are~~system ~~not~~of ~~limited~~energy tosupply that spans the globe. Ultimately, it is those ~~discussed~~that inachieve total ~~Section~~independence 1Afrom ~~titled~~this ~~“Risk~~energy ~~Factors”~~grid inthat will be the ~~Amendment~~least ~~No.~~vulnerable 1and tomost valuable. Over the ~~Company’s~~next ~~Annual~~several ~~Report~~years, onour ~~Form~~Tarsier ~~10-K/A~~Innovation ~~filed~~division onplans ~~January~~will 7,to ~~2015~~forge new ground in battery storage and micro-grid technology. As ~~Readers~~discussed above, we are ~~cautioned~~currently ~~not~~negotiating to ~~place~~acquire ~~undue~~a ~~reliance~~software program that can manage energy that is purchased at “off peak” times, when costs are lower, stored on ~~these~~a ~~forward~~battery and re-~~looking~~deployed ~~statements.~~during We“Peak” times ~~undertake~~when noenergy ~~obligation~~costs totypically ~~revise~~are orhigher. ~~publicly~~However, ~~release~~there ~~the~~can ~~results~~be ofno ~~any~~assurance ~~revision~~that towe will ~~these~~successfully ~~forward-looking~~complete ~~statements~~such acquisition.

~~Outline~~Energy ~~of Our Business~~Reselling

~~Huayue~~We ~~Electronics~~recently entered into an agreement to acquire BlueCo Energy LLC, ~~Inc~~a New York ESCO (Energy Savings Company). isBlueCo ahas ~~Delaware~~historically ~~corporation~~served ~~that~~approximately ~~functions~~5,000 ascustomers within aNew ~~holding~~York ~~company~~state. ~~Through~~If acquired, BlueCo will adopt the Tarsier Energy brand. The current plan is for Tarsier Energy to continue to offer a ~~wholly~~variety of pricing models, which include fixed-~~owned~~price ~~subsidiary~~plans, weBlueCo’s ~~own~~flat-rate ~~all~~plan offor ~~the~~natural ~~registered~~gas, ~~capital~~and variable-price plan for some of ~~Changzhou~~BlueCo’s ~~Huayue~~natural ~~Electronic~~gas ~~Co.,~~and ~~Ltd~~electricity customers. ~~(“Changzhou~~Under ~~Huayue”)~~our fixed price service options, aour ~~corporation~~customers ~~organized~~will purchase natural gas and ~~located~~electricity at a fixed price over the life of the customer contract, which provides our customers with protection against increases in ~~The~~natural ~~People’s~~gas ~~Republic~~and electricity prices. Our fixed-price contracts will typically have a term of ~~China~~one to ~~(“PRC”)~~two years for residential customers and up to three years for commercial customers. ~~Since~~Most ~~1999~~will ~~Changzhou~~provide ~~Huayue~~for ~~has~~an ~~been~~early ~~engaged~~termination fee in the ~~production~~event that the customer terminates service prior to the expiration of the contract term. Our variable-price service options will provide for a month-to-month term and ~~sale~~they will be priced based on our forecasts of ~~electrolytic~~underlying ~~capacitors~~commodity prices and other market factors, including the competitive landscape in the market and the regulatory environment. ~~Since~~For ~~2008~~instance, ~~however~~in a typical market, ~~the~~we ~~growing~~can ~~portion~~offer offixed-price ~~our~~electricity ~~business~~plans ~~has~~for ~~been~~6, ~~the~~12 ~~production~~and 24 months and ~~sale~~natural gas plans from 12 to 24 months, which may come with or without a monthly service fee and/or a termination fee. We can also offer variable price natural gas and electricity plans that offer an introductory fixed price that is generally applied for a certain number of ~~energy~~billing ~~efficient~~cycles, ~~lighting~~typically ~~products~~two billing cycles in our current markets, then switches to a variable price based on market conditions. Our variable plans may or may not provide for a termination fee, depending on the market and customer type.

WeOur ~~first~~Tarsier ~~entered~~Energy ~~the~~division ~~market~~also ~~for~~plans ~~energy~~to offer ~~efficient~~renewable ~~lighting~~and carbon neutral (“green”) products in ~~2008~~certain ~~with~~markets. aGreen ~~line~~energy ofproducts ~~induction~~are ~~lights.~~a Ingrowing ~~contrast~~market opportunity toand ~~traditional~~typically ~~lamps,~~provide ~~induction~~increased ~~lights~~unit domargins ~~not~~as ~~involve~~a ~~either~~result ~~filaments~~of orimproved ~~electrodes,~~customer satisfaction and noless ~~electrical~~competition. ~~connection~~Renewable electricity ~~goes~~products onallow ~~inside~~customers ~~the~~to ~~glass~~choose ~~tube.~~electricity ~~Instead~~sourced from wind, ~~energy~~solar, ishydroelectric ~~transferred~~and ~~through~~bio fuels sources, through the ~~glass~~purchase ~~tube~~of ~~solely~~renewable byenergy ~~electromagnetic~~credits ~~induction~~(“RECs”). ~~Power~~Carbon neutral gas products give customers the option to ~~create~~reduce or eliminate the ~~light~~carbon isfootprint ~~transferred~~associated ~~from~~with ~~outside~~their ~~the~~energy ~~glass~~usage ~~tube~~through bythe ~~means~~purchase of acarbon ~~magnetic~~offset ~~field~~credits. AsThese ~~with~~products typically aprovide ~~conventional~~for ~~fluorescent~~fixed ~~lamp,~~or ~~the~~variable ~~power~~prices ~~excites~~and ~~mercury~~generally orfollow athe ~~mercury~~terms ~~alloy,~~of ~~producing~~our ~~ultraviolet~~other ~~light~~products ~~which~~with ~~hits~~ the ~~phosphors~~added ~~resulting~~benefit inof ~~visible~~carbon reduction ~~light~~and reduced environmental impact.

After several years of research and development, in 2011 we added a line of LED lights to our product offerings. An LED light contains diodes comprised of a negatively charged semiconductor paired with a positively charged semiconductor. When exposed to a power source, the diode becomes electrically unbalanced, which causes its electrons to seek a different energy level, thus emitting light. The primary advantage of LED lights is efficiency: energy waste is reduced by 50% to 90% compared to conventional incandescent bulbs. In addition, LED lights have a far longer lifetime than conventional lights, are environmentally friendly, and do not produce the infrared radiation that makes incandescent bulbs hot to the touch.

Our participation in the market for lighting benefits from our intellectual property. From 2008 to 2010, we obtained 60 patents from the PRC government relating to the induction lighting business, of which 33 are currently in use. Since that time, we have added 37 patents relating to lighting products. Our lighting products also benefit from representing high quality at a low cost. The incorporation of smart cards into our lamps provides constant power control and the ability to automatically adjust brightness. We have the facilities to mass produce 300 watt induction lamps with long lives that do not require frequent maintenance, as backed up by our warranties.

A growing aspect of our lighting business is our participation in energy management contracts (“EMC”). In this business model, energy efficient equipment is sold to an end user on a payment plan designed to net no cost to the customer: payments by the customer are scheduled to conform to the savings realized from use of the energy efficient equipment. Changzhou Huayue offers this option to customers directly as well as to contractors as part of a broader EMC program. Although an EMC sale results in significantly longer payment terms than a conventional net-90 day’s sale, profit margins on EMC sales are far higher than on conventional sales, as customers are much less price-resistant in the EMC model.

~~During~~We ~~the~~plan ~~recently~~to ~~completed~~identify ~~third~~market ~~quarter~~opportunities by ofredeveloping ~~fiscal~~price ~~year~~curves ~~2015,~~in each of the markets we ~~effected~~serve and comparing the ~~conversion~~market ofprices ~~our~~and ~~business~~the toprice athe ~~fully-EMC~~local ~~model~~regulated utility is offering. We ~~have~~can ~~terminated~~then ~~our~~determine ~~capacitor~~if ~~sales.~~there ~~And~~is an opportunity in a particular market based on our ~~lighting~~ability ~~sales~~to ~~are~~create ~~now~~an attractive ~~almost~~customer ~~exclusively~~value ~~made~~proposition ~~through~~that ~~EMC~~is ~~relationships~~also able to enhance our profitability. WeThe ~~believe~~attractiveness ~~that~~of ~~this~~a ~~focus~~product ~~offers~~from usa ~~the~~consumer’s standpoint ~~best~~is ~~opportunity~~based toon ~~compete~~a ~~successfully~~variety ~~with~~of factors, including overall pricing, price stability, contract term, sources of generation and environmental impact and whether or not the ~~massive~~contract ~~international~~provides ~~lighting~~for ~~companies~~termination ~~that~~and ~~are~~other ~~making~~fees. ~~inroads~~Product ~~into~~pricing will also be based on several other factors, including the ~~China~~cost ~~marked~~to acquire customers in the market, the competitive landscape and supply issues that may affect pricing.

~~Historically,~~Once ~~Changzhou~~a ~~Huayue~~product ~~had~~has ~~exported~~been ~~its~~created ~~electrolytic~~for ~~capacitors~~a ~~and~~particular market, ~~related~~we ~~products~~plan to ~~the~~develop ~~United~~a ~~States,~~marketing ~~Europe~~campaign ~~and~~using ~~other~~a ~~countries~~combination inof ~~Asia~~sales channels, ~~creating~~with ~~global~~an ~~brand~~emphasis ~~awareness.~~on ~~For~~door-to-door ~~our~~marketing, outbound ~~induction~~telemarketing, ~~lighting~~event ~~products~~marketing, wegeo-targeted ~~have~~internet ~~been~~advertising/social ~~securing~~media ~~the~~and ~~government~~local ~~approvals~~advertising/PR. ~~necessary~~We plan to ~~engage~~identify and inacquire ~~export,~~customers ~~and~~through ~~are~~a ~~currently~~variety inof ~~the~~additional ~~process~~sales ofchannels, ~~negotiating~~including ~~terms~~our ~~with~~inbound ~~prospective~~customer ~~international~~care ~~sales~~call ~~agents.~~center, ~~Our~~online ~~plan~~marketing, email ismarketing, todirect ~~price~~mail, ~~our~~direct ~~products~~sales, ~~sold~~brokers ~~internationally~~and atconsultants. aWe ~~20%~~also ~~premium~~believe tothat our ~~domestic~~uniqueness ~~sales,~~will inbe ~~order~~that toboth ~~provide~~our Energy aAudit ~~margin~~and ~~for~~Energy ~~adverse~~Management ~~currency~~divisions ~~movements.~~will Inhelp ~~addition,~~us ~~once~~identify wenew ~~receive~~customers ~~approval~~and ~~for~~vice ~~international~~versa. ~~marketing,~~We weplan ~~will~~on beentering ~~eligible~~into tonon-exclusive arrangements ~~purchase~~with ~~receivables~~independent ~~insurance~~sales, ~~that~~marketing ~~the~~and ~~Chinese~~public ~~government~~relations ~~offers~~vendors ~~for~~and ~~eligible~~our ~~offshore~~marketing ~~sales~~team will continually monitor their effectiveness. ~~Besides~~A ~~significantly~~close ~~reducing~~eye ~~the~~will ~~risk~~be ofkept ~~international~~on ~~sales,~~customer ~~the~~acquisition ~~government~~costs ~~insurance~~to ~~facilitates~~ensure ~~receivables~~that ~~financing,~~we ~~which~~are ismaximizing ~~generally~~the ~~difficult~~return inon ~~China~~our marketing dollars.

~~Results~~Our management and marketing teams will not only devote significant attention to customer acquisition, but both a “refer-a-friend” incentive and a “loyalty” incentive program will be developed. We will continually educate our customer and keep them informed of ~~Operations~~their historical usage, attrition rates and consumer behavior so we can continue to build trust. This will also allow us to specifically tailor competitive products that aim to maximize the total expected return from energy sales to a specific customer. This is what we refer to as Customer Lifetime Value (CLV).

~~The~~We ~~following~~plan ~~data~~to ishedge ~~derived~~and procure our energy requirements from ~~the~~various ~~Company’s~~wholesale ~~Consolidated~~energy ~~Statements~~markets, ofincluding ~~Income~~both physical and ~~Comprehensive~~financial ~~Income~~markets through short and long term contracts. Our in-house energy supply team will be responsible for ~~the~~managing ~~three~~our ~~months~~commodity positions (including energy procurement, capacity, transmission, renewable energy, and ~~nine~~resource ~~months~~adequacy ~~ended~~requirements) ~~February~~within 28risk tolerance as defined by our risk management policies. We plan to procure our natural gas and electricity requirements at various trading hubs, ~~2015~~city gates and ~~2014:~~load zones. When we procure commodities at trading hubs, we will be responsible for delivery to the applicable local regulated utility for distribution.

	For the Three Months Ended February 28,
	2015			2014			Change			Percentage
Net sales		656,297			2,716,495			(2,060,198	)		-76	%
Cost of goods sold		525,768			2,051,864			(1,526,096	)		-74	%
Gross profit		130,529			664,631			(534,102	)		-80	%
Gross Profit Margin %		20	%		24	%		-5	%		-19	%
Selling expenses		16,077			19,425			(3,348	)		-17	%
General and administrative expenses		2,705,562			1,467,067			1,238,495			84	%
Income (loss) from operations		(2,591,110	)		(821,861	)		(1,769,249	)		215	%
Interest expense, net		202			(96,809	)		97,011			-100	%
Other income		4,110,924			64,901			4,046,023			6234	%
Income (loss) before income taxes		1,520,016			(853,769	)		2,373,785			-278	%
Total income tax provision		223,197			45,682			177,515			389	%
Net income (loss)		1,296,819			(899,451	)		2,196,270			-244	%
Basic and diluted earnings per common share		0.04			(0.03	)		0.07			-244	%
	For the Nine Months Ended February 28,
		2015			2014		Change			Percentage
Net sales		6,939,869			10,512,539			(3,572,670	)		-34	%
Cost of goods sold		3,848,928			5,702,963			(1,854,035	)		-33	%
Gross profit		3,090,941			4,809,576			(1,718,635	)		-36	%
Gross Profit Margin %		45	%		46	%		-1	%		-3	%
Selling expenses		29,568			45,272			(15,704	)		-35	%
General and administrative expenses		5,256,279			2,882,597			2,373,682			82	%
Income (loss) from operations		(2,194,906	)		1,881,707			(4,076,613	)		-217	%
Interest expense, net		1,117			(219,633	)		220,750			-101	%
Other income		4,120,660			212,067			3,908,593			1843	%
Income (loss) before income taxes		1,926,871			1,874,141			52,730			3	%
Total income tax provision		289,031			430,004			(140,973	)		-33	%
Net income (loss)		1,637,840			1,444,137			193,703			13	%
Basic and diluted earnings per common share		0.05			0.05			0.01			13	%

We plan to purchase physical natural gas supply from several counter parties in the wholesale natural gas market. We plan to periodically adjust our portfolio of purchase/sale contracts based upon continual analysis of our forecasted load requirements. Natural gas will then be delivered to the local regulated utility city-gate or other specified delivery points where the local regulated utility takes control of the natural gas and delivers it to individual customers’ locations.

In most markets, we will typically hedge our electricity exposure with financial products and then purchase the physical power directly from the Independent System Operator (“ISO”) for delivery. From time to time, we plan to use a combination of physical and financial products to hedge our electricity exposure before buying physical electricity in the day ahead real-time market from the ISO.

We will be assessed monthly for ancillary charges, such as reserves and capacity in the electricity sector by the ISOs. For instance, the ISOs will charge all retail electricity providers for monthly reserves that the ISO determines are necessary to protect the integrity of the grid. We attempt to estimate such amounts but they are difficult to estimate because they are charged in arrears by the ISOs and are subject to fluctuations based on weather and other market conditions. Many of the utilities we will serve will also allocate natural gas transportation and storage assets to us as a part of their competitive choice program. We will be required to fill our allocated storage capacity with natural gas, which creates commodity supply and price risk. Sometimes we will not be able to hedge the volumes associated with these assets because they will be too small compared to the much larger bulk transaction volumes required for trades in the wholesale market or it will not be economically feasible to do so.

~~Sales~~The markets in which we will operate are highly competitive. In markets that are open to competitive choice of retail energy suppliers, our primary competition will come from the incumbent utility and other independent retail energy companies. In the electricity sector, these competitors will include larger, well-capitalized energy retailers such as Direct Energy, Inc., FirstEnergy Solutions Inc., Just Energy Group Inc. and NRG Energy. We also will compete with small local retail energy providers in the electricity sector that are focused exclusively on certain markets. Each market has a different group of local retail energy providers. With respect to natural gas, our national competitors will be primarily Direct Energy and Constellation Energy. Our national competitors will generally have diversified energy platforms with multiple marketing approaches and broad geographic coverage similar to us. Competition in each case will be based primarily on product offering, price and customer service.

AsIf ~~noted~~we ~~above,~~complete our ~~the~~acquisition ~~quarter~~of ~~completed~~BlueCo, onwe ~~February~~will ~~28,~~operate ~~2015~~in ~~marked~~the ~~our~~highly-regulated ~~new~~natural ~~business~~gas ~~model: a~~and ~~full~~electricity ~~commitment~~retail tosales ~~EMC marketing~~industry. We ~~terminated~~will ~~our~~be required ~~capacitor~~to ~~business,~~comply with the legislation and ~~focused~~regulations ~~lighting~~in ~~marketing~~these ~~almost~~jurisdictions ~~exclusively~~in onorder ~~developing~~to ~~EMC~~maintain ~~relationships.~~our ~~The~~licensed ~~disruption~~status ~~caused~~and byto continue ~~this~~our ~~re-focusing~~operations, ~~combined~~and ~~with~~to obtain the ~~occasion~~necessary oflicenses ~~the~~in ~~two-week~~jurisdictions ~~Spring~~in ~~Festival~~which inwe ~~February,~~plan ~~when~~to ~~little~~compete. ~~work~~Licensing isrequirements vary ~~performed~~by ~~throughout~~state, ~~China~~but generally involve regular, ~~resulted~~standardized reporting in ~~markedly~~order ~~low~~to ~~sales~~maintain ~~volume~~a ~~during~~license in good standing with the ~~quarter~~state commission responsible for regulating retail electricity and gas suppliers. ~~The~~There ~~following~~is ~~table~~potential ~~shows~~for ~~the~~changes ~~effect~~to ofstate ~~these~~legislation and ~~two~~regulatory ~~factors~~measures onaddressing licensing requirements that may impact our ~~sales~~business ~~volume~~model ~~and~~in the ~~components~~applicable ofjurisdiction. ~~sales~~In addition, ~~during~~our marketing activities and customer enrollment procedures are subject to rules and regulations at the ~~third~~state ~~quarter~~and federal level, and ~~first~~failure ~~nine~~to ~~months~~comply ofwith ~~fiscal~~requirements ~~2015~~imposed by federal and ~~fiscal~~state ~~2014:~~regulatory authorities could impact our licensing in a particular market.

	For the Three Months Ended February 28,
	2015		% of total sales of 2015			2014		% of total sales of 2014			Change			Percentage
Electrolytic capacitors		3,570		1	%		476,932		18	%		(473,362	)		-99	%
Energy efficient lighting		150,624		23	%		2,195,217		80	%		(2,044,593	)		-93	%
EMC		502,103		77	%		44,346		2	%		457,757			1032	%
Total		656,297					2,716,495					(2,060,197	)		-76	%
	For the Nine Months Ended February 28,
		2015	% of total sales of 2015				2014	% of total sales of 2014			Change			Percentage
Electrolytic capacitors		1,025,762		15	%		1,204,491		11	%		(178,729	)		-15	%
Energy efficient lighting		2,430,645		35	%		6,903,260		66	%		(4,472,615	)		-65	%
EMC		3,483,462		50	%		2,404,788		23	%		1,078,674			45	%
Total		6,939,869					10,512,539					(3,572,670	)		-34	%

Consolidated Results of Operations

~~Our~~In ~~decision~~June to2015, ~~reduce~~we disposed ~~conventional sales~~ of ~~lighting products in favor of developing EMC relationships was caused by~~ our ~~perception~~wholly-owned ofsubsidiary, ~~the lighting market in~~ China~~. Recently~~ weMetal ~~have~~Holdings, ~~been finding our standard lighting sales to be increasingly difficult due to competition~~Inc. ~~More~~The ~~and~~results ~~more~~of ~~competitors~~China ~~are~~Metal ~~entering into this market and lighting products~~ are ~~innovating~~presented ~~rapidly. New lighting products, such~~ as ~~WIFI,~~Net ~~mobile~~income ~~phone~~from discontinued ~~and~~operations ~~internet~~in ~~controlled~~our ~~lightings,~~unaudited ~~are~~consolidated ~~becoming~~statements ~~the~~of ~~new~~income ~~trend~~for in the ~~market.~~periods Toended ~~gain~~August ~~competitive traction in these circumstances~~31, we2015 ~~now~~and ~~focus~~2014. ~~the greater part of our sales effort on our program~~ Refer to ~~generate~~Note ~~lighting~~4 ~~sales~~ in ~~connection with an energy management contract (“EMC”). The EMC extends~~ the ~~payment~~notes ~~term~~to ~~for~~ the ~~sale~~unaudited ~~over~~consolidated ~~the~~financial ~~period~~statements ~~when~~for ~~energy~~a ~~savings~~breakdown ~~will~~of ~~allow~~major ~~the~~income ~~customer~~and toexpense ~~recoup~~items ~~the cost~~ of the ~~lighting.~~discontinued ~~Because the EMC promises our customer new lighting with no impact on the customer's cash flow, we are better able to attract customers away from our larger competitors~~entity.

WeOur ~~entered~~continuing operations ~~into~~did anot ~~number~~have ofany EMC contracts during fiscal 2014 and during the nine months ended February 28, 2015. As a result, $3,483,462 revenue from those contracts (50% of our lighting revenue) was recognized during the nine months ended February 28, 2015. However, unlike sales ~~with~~for ~~conventional net-90 terms,~~ the ~~revenue~~three ~~from EMC sales is recorded over an extended period of time. For example, during the nine~~ months ended ~~February~~August 2831, 2015, inand ~~addition to the $3,483,462 revenue that we recorded, EMC sales caused the investment in sales-type lease item on our balance sheet to increase by $3,089,237~~2014. ~~So changing our marketing focus to the EMC program, while slowing the growth of our lighting products revenue in the near term, will help us build a foundation for future profitability.~~

Our operating expenses for the periods were as follows:

	Three Months Ended August 31,
	2015		2014
	(Unaudited)		(Unaudited)
Salaries	$	60,000	$	-
Professional fees		241,518		-
General and administrative		19,823		-
Total operating expenses	$	321,341	$	-

For the three months ended August 31, 2015, salaries consisted of amounts owed to the chief executive officer who joined our company in April 2015. Professional fees included expenses incurred for consultants, lawyers, accountants and investor relations. Included in this amount is $20,000 of common shares issued to a consultant, as mentioned in Note 6 of the unaudited consolidated financial statements. General and administrative expenses was primarily attributable to rent expense. We expect operating expenses to increase as we continue to increase our operations.

During the three months ended August 31, 2015, we recorded an amortization of debt discount of $3,459 pertaining to the debt discount established upon the promissory note agreement dated August 24, 2015.

Net loss from continuing operations for the periods ended August 31, 2015 and 2014 was $324,800 and $0, respectively. We anticipate that depending on market conditions and our current state of operations, we may incur additional operating losses in the future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

WeLiquidity ~~are committed to continue our innovations~~ and toCapital becoming the market leader for the new generation of energy efficient lighting products. We expect the sales from our new lighting products will continue to grow in the remainder of fiscal 2015 and beyond. The principal factors that will contribute to the future growth of lighting sales will be:Resources

As ~~Our domestic distribution network continues to grow, particularly for the sale~~ of ~~LED~~August ~~lights~~31, 2015, aour ~~massive~~cash ~~market~~balance ~~that~~was ~~we have only recently begun to penetrate~~$500. Our Weprimary ~~are~~sources inof ~~the~~cash ~~final~~have ~~stages~~been ofa ~~securing~~short-term anpromissory ~~international~~note ~~distribution network~~ and ~~the~~loan ~~governmental~~from ~~approvals~~an ~~necessary~~individual investor. ~~for~~Further, ~~international~~certain ~~sales.~~expenses Wehave ~~expect~~been ~~international~~paid ~~sales~~by toSutton ~~yield~~Global, athe ~~significant~~company ~~portion~~controlled ofby our ~~revenue~~chief inexecutive ~~fiscal 2016.  The EMC program~~officer, ~~although~~on behalf itof ~~delays~~ our ~~revenue~~company. ~~recognition,~~This ~~allows~~has allowed us to ~~demand~~continue ~~very~~operations ~~high~~and ~~margins~~pay oncreditors ~~EMC~~given ~~sales.~~our Welimited ~~have~~liquidity. ~~entered~~Our ~~into~~primary ~~a number~~ use of ~~EMC~~expenses ~~contracts~~has ~~during~~been ~~fiscal~~payments ~~2014 and~~ for ~~the~~professional ~~nine~~fees ~~months~~to ~~ended~~consultants, ~~February 28~~lawyers, ~~2015~~accountants, and wefees ~~expect~~associated ~~more~~with ~~EMC~~public ~~contracts~~filings, as ~~will~~well beas ~~signed~~repayments inof ~~future~~amounts ~~periods.~~owed ~~ Our engineers continue~~ to ~~enhance~~the ~~our~~chief ~~existing~~executive ~~products and develop new lighting products, each of which opens a new submarket for us~~officer.

~~Gross~~We ~~profit~~believe that we have the ability to generate adequate working capital necessary for ongoing operations and obligations. However, we do not have sufficient working capital to fund our aggressive growth plans. We will need to raise additional capital to fund our mergers and acquisition activity. We are actively seeking debt and equity financing. If we are unable to raise additional funds through any means, we will be forced to postpone our expansion plans and our growth and profitability would be reduced.

~~The~~Our ~~profitability~~liquidity ofmay ~~our~~be ~~sales~~negatively ~~decreased~~impacted by ~~for~~ the ~~three~~significant ~~months~~costs ~~ended~~associated ~~February~~with ~~28,~~our ~~2015,~~public ~~during~~company ~~which~~reporting werequirements, ~~achieved~~costs aassociated ~~gross~~with ~~margin~~newly ofapplicable ~~20%~~corporate governance ~~compared~~requirements, toincluding ~~24%~~requirements ~~gross~~under ~~margin recorded for~~ the ~~same~~Sarbanes-Oxley ~~period~~Act inof ~~2014.~~2002 ~~The~~and ~~primary~~other ~~reason~~rules ~~for~~implemented ~~the~~by ~~decreased profit margin was~~ the ~~inefficiency~~Securities and ~~resulting~~Exchange ~~from our re-focusing of operations~~Commission. AsWe aexpect ~~result~~all of ~~the~~these ~~decrease~~applicable inrules ~~gross margin~~ and ~~the~~regulations ~~76%~~to ~~decrease~~significantly inincrease ~~sales,~~our ~~gross~~legal ~~profit~~and ~~for~~financial compliance ~~the~~costs ~~three~~and ~~months ended February 28, 2015 decreased~~ to ~~$130,528,~~make asome ~~decrease~~activities ofmore ~~$534,103,~~time orconsuming ~~80%,~~and ~~from the third quarter of fiscal 2014~~costly.

~~Because~~We ofhave ~~the~~presented cash ~~disruption~~flows infrom ~~the third quarter~~operating, ~~the profitability of our sales also decreased for the nine months ended February 28~~investing, ~~2015,~~and ~~during~~financing ~~which~~activities wefrom ~~achieved~~discontinued aoperations ~~gross~~on ~~margin of 45% compared to 46% gross margin recorded for~~ the ~~same~~unaudited ~~period~~consolidated ~~in 2014. The decreased profitability was also caused by our liquidation~~ statements of ~~capacitor~~cash ~~inventory~~flows ~~at low margins. As a result of the decrease in gross margin and the 34% decrease in sales, gross profit~~ for the ~~nine~~periods ~~months~~ ended ~~February~~August 2831, 2015 ~~decreased~~and ~~to $3,090,940, a decrease of $1,718,636, or 36%, from $4,809,576 recorded during the nine months ended February 28, 2015~~2014.

~~Expenses~~During the three months ended August 31, 2015, net cash used in operating activities of $89,500 was primarily attributable to a net loss of $324,800. The net loss was offset by an increase in accounts payable and accrued expenses of $131,903 as many professional fees incurred have not yet been paid to creditors, and an increase in due to shareholder of $79,938, representing amounts still owed to Sutton Global for expenses paid on our behalf. Lastly, the net loss was partially offset by $20,000 in non-cash professional fees for shares issued to a consultant.

~~Total~~During ~~operating expenses for~~ the three months ended ~~February~~August 2831, 2015 ~~were $2~~,~~721,639,~~ anthere ~~increase~~was ofno ~~$1,235,147,~~cash orprovided ~~83%,~~by ~~from $1,486,492 recorded for the same period in 2014. Total operating expenses for the nine months ended February 28, 2015 were $5,285,847, an increase of $2,357,978,~~ or ~~81%,~~used ~~from $2,927,869 recorded for the same period~~ in ~~2014.~~investing The primary reason for the increases was the bad debt expense of $2,542,144 recorded during the three months ended February 28, 2015 and bad debt expense of $4,918,861 recorded during the recent nine monthsactivities. The bad debt expense included advances to vendors and other receivables, but was primarily related to accounts receivable. The Company evaluates the collectability of its receivables by aging schedules. The provision for doubtful accounts was increased as of February 28, 2015 due to the increased balance of accounts receivable aged over one year.

~~Because~~During ~~of our increased G&A expenses, we realized an operating loss of $2,591,110 for~~ the three months ended ~~February~~August 2831, 2015, ~~compared~~net tocash anprovided ~~operating~~by ~~loss~~financing activities of $~~821~~90,~~861~~000 ~~for~~included ~~the~~a ~~three months ended February 28~~$79,000 ~~2014.~~short-term Wepromissory ~~realized~~note from an ~~operating~~accredited ~~loss~~investor ofand ~~$2,194,906 for the nine months ended February 28, 2015, compared to~~ an ~~operating~~additional ~~profit~~loan of $111,~~881,707~~000 ~~for~~from the ~~nine~~same ~~months ended February 28, 2014~~individual.”

We rely on short-term bank debt for our liquidity. For the three months ended February 28, 2015, interest expense was $58,474, compared to $96,809 for the same period in 2014. For the nine months ended February 28, 2015, interest expense was $144,897, compared to $219,633 for the same period of fiscal 2014. The decrease in interest expense is primarily due to a decrease of principal balances. As discussed below, we hope to access the international capital markets to obtain equity funding to pay off the debt and further reduce this cost and our exposure to increasing interest rates.

We entered into a number of EMC contracts during fiscal 2014 and during the nine months ended February 28, 2015. Unlike sales with conventional net-90 terms, the revenue from EMC sales is recorded per present value, the unrecorded revenue will be recorded as interest income over an extended period of time. For the three months ended February 28, 2015, interest income was $58,676 and for the nine months ended February 28, 2015, interest expense was $146,014. As a result, on our Statements of Operations, we recorded net interest income of $202 for the quarter ended February 28, 2015 compared to net interest expense of $96,809 for the quarter ended February 28, 2014, and net interest income of $1,117 for the nine months ended February 28, 2015 compared to net interest expense of $218,633 for the nine months ended February 28, 2014.

For the reasons described above, our net income before tax for the three months ended February 28, 2015 was $1,520,016, compared to net loss before income tax of $853,769 for the three months ended February 28, 2014. Our net income before tax for the nine months ended February 28, 2015 was $1,926,871, an increase from net income before income tax of $1,874,141 for the nine months ended February 28, 2014. Due to the significant temporary difference between taxable income and accounting income, we had an income tax expense of $223,197 for the three months ended February 28, 2015, compared to $45,682 income tax expense for the three months ended February 28, 2014. We had an income tax expense of $289,031 for the nine months ended February 28, 2015, compared to $430,004 income tax expense for the nine months ended February 28, 2015.”

Until recently the operations of the Company had been funded by contributions and short-term loans from our founder, Mr. Shudong Pan, and his family. In recent periods, however, we have developed bank lending relationships, which are now our primary source of liquidity. Today, our current liabilities are in large part made up of short term debt. Most of these debts have been guaranteed by related entities or secured by property owned by related parties. The proceeds of these loans have been utilized primarily to finance the development of our lighting business and the expanded sales effort for the new LED lighting products.

Throughout our history, in our efforts to achieve a substantial beachhead in the induction lighting market, we have offered our customers generous payment terms. Our standard payment terms are 90 days after delivery. However, for particularly attractive customers, with strong credit histories, we have applied a variety of payment practices. Our accrual of a $ $6,172,810 allowance for doubtful accounts, primarily related to aged accounts receivable, demonstrates the risk inherent in our practice of offering generous payment terms. In addition, our generous payment terms reduce our liquidity. The practice is harmful to our cash flow, particularly in light of the requirement that we prepay many of our vendors for raw materials and components, as discussed below. Therefore, in connection without review of our financial condition at February 28, 2015, we have adopted a policy of writing-off any account that is more than one year old. This has significantly reduced our working capital, but makes our balance sheet stronger going forward. After taking into account the impairment of all but $3,157,486 of our accounts receivable, our working capital surplus at February 28, 2015 totaled $726,305.”

During the nine months ended February 28, 2015, we had net cash used in operating activities of $1,758,715 compared to cash provided by operating activities of $477,174 in the nine months ended February 28, 2014. The decrease of cash flow is primarily due to the increase in our investment in sales-type leases arising from EMC sales as well as sizeable advances that we have made to suppliers. In China, to secure a guaranteed supply of raw materials and components, it is common practice to make prepayments to your principal suppliers, often to the extent of several months’ requirements. That security is the purpose for the advances to suppliers totaling $1,796,028 on our February 28, 2015 balance sheet.

We used no cash in investing activities during the nine months ended February 28, 2015, compared to cash used in investing activities of $814,730 during same period in fiscal year 2014, when we were building out our manufacturing facility. Cash provided by financing activities was $1,496,441 during the nine months ended February 28, 2015, compared to cash provided by financing activities of $99,534 of same period in fiscal year 2014. The increase in net cash provided by financing activities was attributable to the proceeds from related party loans..

We believe our cash flow is enough for the working capital needs for the next twelve months. We are actively seeking for equity financing in US capital market to further expand our business. If we are forced to finance our capital needs through the issuance of debt or long term borrowing, the interest rates we pay and our interest cost of financing would increase.

We believe growth of our production capacity is critical. If we are unable to raise additional funds through any means, we will be forced to postpone our expansion plans and the growth and profitability of the Company would be reduced.

Critical Accounting Policies and Estimates

~~Estimates~~Our significant accounting policies are fully described in Note 5 to our unaudited consolidated financial statements for the period ended August 31, 2015 contained herein.

In preparing our financial statements we are required to formulate working policies regarding valuation of our assets and liabilities and to develop estimates of those values. In our preparation of the financial statements for the nine months ended February 28, 2015, there was one estimate made subject to a high degree of uncertainty and material to our results, which was the determination to make increases of $ $3,546,445, $1,277,295 and $95,121 in our allowance for bad debt on Accounts Receivable, Other Receivable and Advance to Suppliers, respectively.

Revenue Recognition for Energy Management Contract (“EMC”)

The Company commenced an “Energy management contract” program in fiscal 2014. Under the program, the Company provides the lighting products and the installation for the customers and the Company is compensated by a fee based on an agreement regarding the anticipated energy bill savings. The lighting products will belong to the customer at the end of the term, which is one to five years for current signed contracts. These agreements are classified as sales type leases in accordance with ASC 840, Leases. The present value of the aggregate lease payment receivable is recorded as sales type lease revenue. For balance sheet purposes, the aggregate lease payments receivable are recorded net of unearned income as net investment in leases. The Company amortizes unearned income, or deferred revenue, to interest income over the lease term on an internal rate of return method. The interest income for the nine months ended February 28, 2015 and 2014 were $143,472 and $67,932, respectively.

Impact of Accounting Pronouncements

~~There~~In ~~were~~April no2014, the ~~recent~~FASB ~~accounting~~issued ~~pronouncements~~authoritative guidance, which specifies that ~~have~~only ~~had~~disposals, such as a ~~material~~disposal ~~effect~~of ona major line of business, representing a strategic shift in operations should be presented as discontinued operations. In addition, the ~~Company’s~~new guidance requires expanded disclosures about discontinued operations that will provide financial ~~position~~statement orusers ~~results~~with more information about the assets, liabilities, income, and expenses of discontinued operations. We have adopted the guidance as described in Note 5 in the notes to the unaudited consolidated financial statements.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not ~~applicable~~Applicable.

ITEM 4.

CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule13a-15(e) promulgated by the Securities and Exchange Commission) as of February 28, 2015. Based on that evaluation, as well as the subsequent restatement of our financial statements as of May 31, 2014, as described in Note 1A to the Consolidated Financial Statements, our management determined that there are material weaknesses in our disclosure controls, specifically:

·We ~~The~~carried ~~relatively~~out ~~small~~an ~~number~~evaluation, under the supervision and with the participation of ~~employees~~our ~~who~~management, ~~are~~including ~~responsible~~our ~~for~~principal ~~accounting~~executive ~~functions~~officer ~~prevents~~and usprincipal ~~from~~financial ~~segregating~~officer, of ~~duties~~the ~~within~~effectiveness of our ~~internal~~disclosure ~~control~~controls ~~system~~and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act (defined below)). ·Based ~~Our~~upon ~~accounting~~that ~~personnel~~evaluation, ~~lack~~our ~~expertise~~principal executive officer and principal financial officer concluded that, as of the end of the period covered in ~~identifying~~this report, our disclosure controls and ~~addressing~~procedures ~~complex~~were ~~accounting~~not ~~issued~~effective to ensure that information required to be disclosed in reports filed under ~~U.S.~~the ~~Generally~~Securities ~~Accepted~~Exchange ~~Accounting~~Act ~~Principles~~of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

~~Based~~Our onmanagement, ~~their~~including ~~evaluation~~our principal executive officer and principal financial officer, does not expect that our ~~Chief~~disclosure ~~Executive~~controls ~~Officer~~and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and ~~Chief~~operated, ~~Financial~~can ~~Officer~~provide ~~concluded~~only reasonable, not absolute, assurance that the ~~Company’s~~objectives of the control system are met. Further, the design of ~~disclosure~~a ~~controls~~control system must reflect the fact that there are resource constraints and ~~procedures~~the ~~was~~benefits ~~not~~of ~~effective~~controls asmust be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of ~~February~~controls 28can provide absolute assurance that all control issues and instances of fraud, ~~2015~~if any, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

(b) Changes in Internal Controls. There was no change in internal controls over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act or 1934) identified in connection with the evaluation described in the preceding paragraph that occurred during the Company’s third fiscal quarter that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

23There was no change in internal controls over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act or 1934) identified in connection with the evaluation described in the preceding paragraph that occurred during our first fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

~~PART~~(c) IIManagement’s -Report ~~OTHER~~on ~~INFORMATION~~Internal Control over Financial Reporting.

~~Item~~Our 1management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. We ~~Legal~~have ~~Proceedings~~assessed the effectiveness of those internal controls as of August 31, 2014, using the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control – Integrated Framework (1992) as a basis for our assessment.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

A material weakness in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects our ability to initiate, authorize, record, process, or report external financial data reliably in accordance with accounting principles generally accepted in the United States of America such that there is more than a remote likelihood that a material misstatement of our annual or interim financial statements that is more than inconsequential will not be prevented or detected. In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified two material weaknesses in our internal control over financial reporting. These material weaknesses consisted of:

The relatively small number of employees who are responsible for accounting functions prevents us from segregating duties within our internal control system.

Inadequate procedures to test internal controls

Management is currently reviewing its staffing and their training in order to remedy the weaknesses identified in this assessment. To date, we are not aware of significant accounting problems resulting from these weaknesses; so we have to weigh the cost of improvement against the benefit of strengthened controls. However, because of the above conditions, management’s assessment is that our internal controls over financial reporting were not effective as of August 31, 2015.

PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

None.

~~Item~~ITEM 1A. ~~Risk~~RISK ~~Factors~~FACTORS

There have been no material changes from the risk factors included in ~~Section 1A of Amendment #1 to~~ our Annual Report on Form 10-K filed on ~~January~~September 715, 2015.

~~Item~~ITEM 2. ~~Unregistered~~UNREGISTERED ~~Sale~~SALE ofOF ~~Securities~~EQUITY ~~and Use of Proceeds~~SECURIITES

Sale of Unregistered Securities. On August 24, 2015, we issued 180,000 common shares in conjunction with a promissory note agreement. The common shares issued pursuant to the note agreement qualified for an exemption pursuant to Section 4(a)(2) ~~Unregistered~~of ~~sales~~the Securities Act since the issuance of ~~equity~~the securities by us did not involve a “public offering.”

On August 17, 2015, we issued 34,483 common shares pursuant to a consulting agreement to provide investor relations services. The common shares issued pursuant to the consulting agreement qualified for an exemption pursuant to Section 4(a)(2) of the Securities Act since the issuance of the securities by us did not involve a “public offering.”

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

~~(c)~~ITEM ~~Purchases~~4. ofMINE ~~equity~~SAFETY ~~securities~~DISCLOSURES

~~The~~Not ~~Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Exchange Act during the 3nd quarter of fiscal 2015~~Applicable.

~~Item~~ITEM 35. ~~Defaults~~OTHER ~~Upon Senior Securities.~~INFORMATION

None.

2422

~~Item~~ITEM 46. ~~Mine~~EXHIBITS ~~Safety~~AND ~~Disclosures~~FINANCIAL STATEMENT SCHEDULES

None.

31	Rule 13a-14(a) Certification – CEO

32	Rule 13a-14(b) Certification

101.INS	XBRL Instance

101.SCH	XBRL Schema

101.CAL	XBRL Calculation

101.DEF	XBRL Definition

101.LAB	XBRL Label

101.PRE	XBRL Presentation

~~Item 5. Other Information.~~23

None.

Item 6. Exhibits

31.1	Rule 13a-14(a) Certification – CEO
31.2	Rule 13a-14(a) Certification – CFO
32	Rule 13a-14(b) Certification
101.INS	XBRL Instance
101.SCH	XBRL Schema
101.CAL	XBRL Calculation
101.DEF	XBRL Definition
101.LAB	XBRL Label
101.PRE	XBRL Presentation

SIGNATURES

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

Date: April 20, 2015 HUAYUE ELECTRONICS, INC. By: /s/ Pan Shudong Pan Shudong, Chief Executive Officer

	HUAYUE ELECTRONICS, INC.

Date: October 20, 2015	By:	/s/ Isaac H. Sutton
	Chief Executive Officer
	(Principal executive officer and principal financial officer)

~~By: /s/ Han Zhou Han Zhou, Chief Financial Officer, Chief Accounting Officer~~24

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