UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~June~~September 30, 2012

¨o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number: 000-52763

NEW ENERGY SYSTEMS GROUP

(Exact name of small business issuer as specified in its charter)

Nevada		91-2132336
(State or other jurisdiction of incorporation or organization)		(IRS Employer identification No.)

5th Floor, 51st Building, No. 5, Qiongyu Rd., Hightech Industrial Park, Nanshan District,

Shenzhen City, China 518057

(Address of principal executive offices)

(917) 573-0302

(Registrant’s telephone number, including area code)

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 þ No o

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

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

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ooNo No þ

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Check whether the registrant filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes □ o No □o

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 14,~~551~~711,731 shares of common stock, $.001 par value, were outstanding as of ~~August~~November 13, 2012.

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Financial Statements		43
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2726
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		35
Item 4.	Controls and Procedures		35
	PART II
Item 1.	Legal Proceedings		36
Item 1A.	Risk Factors		36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		36
Item 3.	Defaults Upon Senior Securities		36
Item 4.	Mine Safety Disclosures		36
Item 5.	Other Information		36
Item 6.	Exhibits		37
SIGNATURES			41

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NEW ENERGY SYSTEMS GROUP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	June 30, 2012 (Unaudited)			December 31, 2011
	September 30, 2012			December 31, 2011
ASSETS	(Unaudited)
Current assets
Cash and equivalents	$	910,~~033~~349,~~416~~517		$	4,528,731
Accounts receivable		4,~~189~~253,~~080~~457			6,614,814
Inventory		~~749~~479,~~766~~829			1,661,515
Prepayments		~~116~~50,~~687~~946			554,375
Other receivables		85,~~763~~520,~~242~~000			135,~~550~~520,~~209~~000
Taxes receivable		~~236,070~~-			217,106
Due from shareholders		~~283~~282,~~259~~540			284,337
Deferred compensation		~~696~~607,~~475~~087			686,979
Total current assets		2421,~~067~~543,~~995~~376			2820,~~098~~067,~~066~~857
Noncurrent assets
Property and equipment		374,306			208,271
Property and equipment, net		330,465			208,271
Deferred compensation - noncurrent		85,993			423,493
Other receivables		2,322,500			8,030,209
Goodwill		37,180,588			39,888,807
Deferred compensation		-			423,493
Intangible assets, net		4,303,504			11,051,910
Goodwill		29,830,694			39,888,807
Total noncurrent assets		41,944,391			51,572,481
Intangible assets, net		3,412,640			11,051,910
Total assets	$	66,012,386		$	79,670,547
Total noncurrent assets		35,896,299			59,602,690
TOTAL ASSETS	$	57,439,675		$	79,670,547
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	~~833~~1,~~868~~542,990		$	2,837,889
Accrued expenses and other payables		~~928~~873,~~371~~070			818,452
Taxes payable		5871,~~758~~404			21,103
Total current liabilities		12,~~820~~487,~~997~~464			3,677,444
Deferred tax liability		2853,~~505,439~~160			2,764,571
Total Liabilities		4,326,436			6,442,015
TOTAL LIABILITIES		3,340,624			6,442,015
Commitments and Contingencies
Stockholders' equity
Preferred stock, $.001 par value, 60,000,000 shares authorized, 0 shares issued and outstanding		-			-
Common stock, $.001 par value, 140,000,000 shares authorized, 14,591,731 and 14,571,731 shares issued and outstanding at June 30, 2012 and December 31, 2011, respectively		14,591			14,571
Common stock, $.001 par value, 140,000,000 shares authorized, 14,631,731 and 14,571,731 shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively		14,631			14,571
Additional paid in capital		74,298,859			74,255,585
Statutory reserves		2,410,573			2,410,573
Other comprehensive income		3,~~255~~249,~~068~~413			3,292,074
Accumulated deficit		(1825,~~293~~874,~~141~~425	)		(6,744,271	)
Total stockholders' equity		61,685,950			73,228,532
TOTAL STOCKHOLDERS' EQUITY		54,099,051			73,228,532
Total liabilities and stockholders' equity	$	66,012,386		$	79,670,547
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	57,439,675		$	79,670,547

The accompanying notes are an integral part of these consolidated financial statements.

NEW ENERGY SYSTEMS GROUP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

	Nine Months Ended September 30,						Three Months Ended September 30,
	2012			2011			2012			2011

NET SALES
Battery	$	6,687,091		$	13,657,611		$	1,698,783		$	1,703,729
Solar panel		5,494,777			16,649,096			1,937,476			4,973,124
Total sales		12,181,868			30,306,707			3,636,259			6,676,853

COST OF SALES
Battery		6,191,309			6,546,438			1,551,795			800,633
Solar panel		5,235,908			13,220,831			1,845,789			4,667,322
Total cost of sales		11,427,217			19,767,269			3,397,584			5,467,955

GROSS PROFIT		754,651			10,539,438			238,675			1,208,898

OPERATING EXPENSE
Selling		892,253			881,257			173,520			283,284
General and administrative		4,839,943			4,197,889			1,597,636			1,541,875
Patent impairment		6,086,840			-			6,086,840			-
Goodwill impairment		10,058,113			-			1,638,017			-
Total operating expenses		21,877,149			5,079,146			9,496,013			1,825,159

INCOME (LOSS) FROM OPERATIONS		(21,122,498	)		5,460,292			(9,257,338	)		(616,261	)

OTHER INCOME (EXPENSES)
Other expense (income)		(810	)		1,983			(204	)		(341	)
Interest income		26,288			10,254			9,005			5,791
Total other income, net		25,478			12,237			8,801			5,450

INCOME (LOSS) BEFORE INCOME TAXES		(21,097,020	)		5,472,529			(9,248,537	)		(610,811	)
INCOME TAX BENEFIT (EXPENSE)		1,966,866			(1,570,786	)		1,667,253			85,269

INCOME (LOSS) FROM CONTINUING OPERATIONS		(19,130,154	)		3,901,743			(7,581,284	)		(525,542	)
LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX		-			(12,147,523	)		-			(16,327,666	)

NET LOSS		(19,130,154	)		(8,245,780	)		(7,581,284	)		(16,853,208	)

OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation		(278,743	)		659,551			(241,737	)		298,160

COMPREHENSIVE LOSS	$	(19,408,897	)	$	(7,586,229	)	$	(7,823,021	)	$	(16,555,048	)

WEIGHTED AVERAGE SHARES OUTSTANDING
Basic		14,595,600			14,381,065			14,631,731			14,551,731
Diluted		14,595,600			14,548,462			14,631,731			14,551,731

NET INCOME (LOSS) PER SHARE FROM CONTINUING OPERATIONS
Basic	$	(1.31	)	$	0.27		$	(0.52	)	$	(0.04	)
Diluted	$	(1.31	)	$	0.27		$	(0.52	)	$	(0.04	)

NET INCOME (LOSS) PER SHARE FROM DISCONTINUED OPERATIONS
Basic	$	-		$	(0.84	)	$	-		$	(1.12	)
Diluted	$	-		$	(0.83	)	$	-		$	(1.12	)

NET INCOME (LOSS) PER SHARE
Basic	$	(1.31	)	$	(0.57	)	$	(0.52	)	$	(1.16	)
Diluted	$	(1.31	)	$	(0.57	)	$	(0.52	)	$	(1.16	)

The accompanying notes are an integral part of these consolidated financial statements.

NEW ENERGY SYSTEMS GROUP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~CASH ~~AND~~FLOWS ~~COMPREHENSIVE INCOME~~ (~~LOSS~~UNAUDITED)

	Six Months Ended June 30,						Three Months Ended June 30,
	Nine Months Ended September 30,
	2012			2011			~~2012~~			~~2011~~
	(Unaudited)						(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
NET SALES
Net loss	$	(19,130,154	)	$	(8,245,780	)
Battery	$	4,988,308		$	11,953,882		$	1,991,447		$	4,984,984
Adjustments to reconcile net loss to net cash provided by operating activities:
Solar panel		3,557,301			11,675,972			1,598,897			6,161,054
Depreciation and amortization		1,618,413			2,328,860
Total revenue		8,545,609			23,629,854			3,590,344			11,146,038
Changes in deferred taxes		(1,911,410	)		(509,557	)
COST OF SALES
Deferred stock compensation		533,985			506,250
Battery		4,639,514			5,745,805			1,763,945			2,466,610
Stock options and warrant expense		29,534			33,828
Solar panel		3,390,119			8,553,509			1,527,426			4,676,631
Goodwill impairment		10,058,113			13,564,691
Total cost of sales		8,029,633			14,299,314			3,291,371			7,143,241
Patent impairment		6,086,840			-
GROSS PROFIT		515,976			9,330,540			298,973			4,002,797
(Increase) / decrease in current assets:
OPERATING EXPENSE
Accounts receivable		2,477,524			755,306
Selling		718,733			597,973			323,378			276,110
Inventory		1,175,628			(1,177,906	)
General and administrative		3,242,307			2,656,014			1,576,709			1,273,582
Prepaid expenses, deposits and other receivables		502,024			(868,679	)
Impairment of goodwill and intangible assets		8,420,096			-			8,420,096			-
Increase/(decrease) in current liabilities:
Total operating expenses		12,381,136			3,253,987			10,320,183			1,549,692
Accounts payable		(1,430,992	)		(1,736,844	)
INCOME (LOSS) FROM OPERATIONS		(11,865,160	)		6,076,553			(10,021,210	)		2,453,105
Accrued expenses and other payables		55,738			193,518
OTHER INCOME (EXPENSES)
Taxes payable		267,180			(1,969,979	)
Other expense (income)		(606	)		2,324			(347	)		(290	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		332,423			2,873,708
Interest income		17,283			4,463			10,105			3,188
CASH FLOWS FROM INVESTING ACTIVITIES
Total other income, net		16,677			6,787			9,758			2,898
Cash from sale of disposed subsidiaries		5,728,957			-
INCOME (LOSS) BEFORE INCOME TAXES		(11,848,483	)		6,083,340			(10,011,452	)		2,456,003
Acquisition of property and equipment		(189,964	)		(84,771	)
INCOME TAX BENEFIT (EXPENSE)		299,613			(1,656,055	)		114,884			(668,954	)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		5,538,993			(84,771	)
INCOME (LOSS) FROM CONTINUED OPERATIONS		(11,548,870	)		4,427,285			(9,896,568	)		1,787,049
CASH FLOWS FROM FINANCING ACTIVITIES
INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX		-			4,180,143			-			1,359,824
Repayment of acquisition liability for subsidiaries		-			(6,802,616	)
NET INCOME (LOSS)		(11,548,870	)		8,607,428			(9,896,568	)		3,146,873
Cash from warrant exercise		-			87,500
OTHER COMPREHENSIVE INCOME (LOSS)
NET CASH USED IN FINANCING ACTIVITIES		-			(6,715,116	)
Foreign currency translation		(37,006	)		361,391			(46,839	)		246,540
EFFECT OF EXCHANGE RATE CHANGE ON CASH AND EQUIVALENTS		(50,630	)		457,787
COMPREHENSIVE INCOME (LOSS)	$	(11,585,876	)	$	8,968,819		$	(9,943,407	)	$	3,393,413
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS		5,820,786			(3,468,392	)
WEIGHTED AVERAGE SHARES OUTSTANDING
CASH AND EQUIVALENTS, BEGINNING OF PERIOD		4,528,731			13,065,008
Basic		14,573,599			14,294,318			14,575,467			14,302,039
CASH AND EQUIVALENTS, END OF PERIOD	$	10,349,517		$	9,596,616
Diluted		14,574,316			14,564,800			14,576,900			14,551,731
SUPPLEMENTAL DISCLOSURES:
NET INCOME (LOSS) PER SHARE FROM CONTINUING OPERATIONS
Cash paid during the period for:
Basic	$	(0.79	)	$	0.31		$	(0.68	)	$	0.12
Income taxes	$	-		$	4,745,614
Diluted	$	(0.79	)	$	0.30		$	(0.68	)	$	0.12
Interest	$	-		$	-
NET INCOME (LOSS) PER SHARE FROM DISCONTINUING OPERATIONS
Basic	$	-		$	0.29		$	-		$	0.10
Diluted	$	-		$	0.29		$	-		$	0.09
NET INCOME (LOSS) PER SHARE
Basic	$	(0.79	)	$	0.60		$	(0.68	)	$	0.22
Diluted	$	(0.79	)	$	0.59		$	(0.68	)	$	0.21

The accompanying notes are an integral part of these consolidated financial statements.

NEW ENERGY SYSTEMS GROUP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months Ended June 30,
	2012			2011
	(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(11,548,870	)	$	8,607,428
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization		1,059,493			1,544,712
Changes in deferred taxes		(259,132	)		(337,440	)
Deferred stock compensation		345,404			337,500
Stock options and warrant expense		25,894			20,038
Impairment of goodwill and intangible assets		8,420,096			-
(Increase) / decrease in current assets:
Accounts receivable		2,556,709			1,189,052
Inventory		907,956			(1,567,548	)
Prepaid expenses, deposits and other receivables		436,984			(549,571	)
Increase/(decrease) in current liabilities:
Accounts payable		(2,148,198	)		(2,494,328	)
Accrued expenses and other payables		110,571			(233,546	)
Taxes payable		17,998			45,187
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES		(75,095	)		6,561,484
CASH FLOWS FROM INVESTING ACTIVITIES
Cash from sale of disposed subsidiaries		4,799,936			-
Acquisition of property and equipment		(190,253	)		(12,964	)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		4,609,683			(12,964	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of acquisition liability for subsidiaries		-			(6,757,273	)
Cash from warrant exercise		-			87,500
NET CASH USED IN FINANCING ACTIVITIES		-			(6,669,773	)
EFFECT OF EXCHANGE RATE CHANGE ON CASH AND EQUIVALENTS		(29,903	)		302,182
NET INCREASE IN CASH AND EQUIVALENTS		4,504,685			180,929
CASH AND EQUIVALENTS, BEGINNING OF PERIOD		4,528,731			13,065,008
CASH AND EQUIVALENTS, END OF PERIOD	$	9,033,416		$	13,245,937
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Income taxes	$	-		$	3,464,408
Interest	$	-		$	-

NEW ENERGY SYSTEMS GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012 AND 2011 (UNAUDITED) AND DECEMBER 31, 2011

Note 1 – ORGANIZATION

New Energy Systems Group ("New Energy" or the "Company", FKA: China Digital Communication Group) was incorporated under the laws of the State of Nevada on March 27, 2001, and operates its business through its wholly owned subsidiaries E'Jenie Technology Development Co., Ltd ("E'Jenie"), Shenzhen Anytone Technology Co., Ltd. ("Shenzhen Anytone"), Shenzhen NewPower Technology Development Co., Ltd. ("NewPower"), Shenzhen Kim Fai Solar Energy Technology Co., Ltd. ("Kim Fai"), companies incorporated under the laws of the People's Republic of China ("PRC" of “China”). Through our subsidiaries, the Company manufactures and distributes lithium battery, battery shells and related application products primarily in China. When used in these notes, the terms "Company," "we," "our," or "us" mean New Energy Systems Group and its Subsidiaries.

On September 30, 2004, the Company entered into an Exchange Agreement with Billion Electronics Co., Ltd (“Billion”). Billion owned all of the issued and outstanding shares of E’Jenie. Billion was incorporated under the laws of the British Virgin Islands (“BVI”) on July 27, 2004. Pursuant to the Exchange Agreement, the Company purchased all of the shares of Billion for $1,500,000 and 4,566,210 shares of the Company’s common stock, or 8.7% of then issued and outstanding shares.

On October 20, 2010, the Company filed an Amendment to its Certification of Designations, Preferences and Rights for its Series A Convertible Preferred Stock. As a result of the Amendment, the Series A were convertible at the option of the holder until June 29, 2011, when every 10 issued and outstanding shares of Series A were automatically ~~convertible~~converted into one share of common stock (on a post-split basis). Additionally, the Series A were be subject to a lock-up provision through June 29, 2011, provided, however, that the common stock issuable upon the optional conversion of the Series A shall not be subject to such lock-up limitations. In 2011, 5,022,727 shares Series A preferred stock were converted to 502,273 shares of common stock, and there were 2,553,030 shares of Series A preferred stock outstanding, however, all the outstanding Series A preferred stock was automatically converted.

On December 7, 2009, the Company closed the transactions contemplated by the share exchange agreement dated November 19, 2009 with Anytone International (HK) Co., Ltd. (“Anytone International”) and Shenzhen Anytone. Shenzhen Anytone is a subsidiary of Anytone International, collectively referred to as “Anytone”. Pursuant to the share exchange agreement, the Company issued the shareholders of Anytone International 3,593,939 shares of the Company's common stock with a restrictive legend, and agreed to pay $10,000,000. The acquisition was completed December 7, 2009. Anytone is engaged in manufacturing and distribution of lithium batteries.

On January 12, 2010, the Company closed the transactions contemplated by the share exchange agreement dated December 11, 2009 with NewPower. Pursuant to the share exchange agreement, the Company’s subsidiary E’~~jenie~~Jenie acquired NewPower. The Company issued the shareholders of NewPower, 1,823,346 shares of Company common stock with a restrictive legend, and $3,000,000. NewPower is engaged in manufacturing and distribution of lithium batteries.

On November 10, 2010, the Company’s subsidiary, Shenzhen Anytone executed a share exchange agreement to acquire all the equity interest of Kim Fai, a Chinese company engaged in the development and sale of solar application products, with the shareholders of Kim Fai. The price for 100% of the outstanding stock of Kim Fai was $13,000,000 in cash and 1,913,265 shares of common stock valued at $14,999,998, which was determined by multiplying the 1,913,265 shares by the stock price of New Energy at the acquisition date. The $13,000,000 was paid in ~~RMB88~~RMB 88,400,000 at an exchange rate of 6.8:1 as stated in the agreement; however, based on the exchange rate of 6.645:1 at the acquisition date, ~~RMB88~~RMB 88,400,000 was equivalent to $13,303,236 which was the actual cash portion of the purchase consideration that was recorded.

On November 24, 2011, the Company entered into an Equity Transfer Agreement (the “Equity Transfer Agreement”) with Xuemei Fang (“Fang”) and Weirong Xu (“Xu”, and together with Fang, the “Buyers”) to transfer 100% of the equity interest of Billion to the Buyers for ~~RMB85~~RMB 85,553,892 ($13,578,043). The selling price equaled the appraisal value of Billion, including its wholly owned subsidiaries E’Jenie and NewPower less ~~RMB153~~RMB 153,033,107 ($24,287,500) the Company owes E’Jenie, which was cancelled upon completion of the Equity Transfer. Xu is the Director of Marketing of NewPower and Fang is the Vice President of E’Jenie. 20% of the purchase price was paid upon the registration of the Equity Transfer with the relevant PRC authority; thereafter, the Buyers will pay an aggregate of ~~RMB5~~RMB 5,800,000 ($920,000) every two months, until the purchase price is paid in full. As of ~~June~~September 30, 2012, the Company received RMB ~~30,275,117 ($4,786,655). As of July 31, 2012, the Company received RMB~~ 36,189,~~824~~823 ($5,~~721~~707,~~802~~274) and had an outstanding receivable of RMB 49,364,068 ($7,~~804~~784,~~719~~903).

Effective January 13, 2012, Kim Fai’s business including all the assets and liabilities were transferred into Shenzhen Anytone to maximize operational efficiency and save costs. All of ~~Kimfai~~Kim Fai’s products will be sold under the “Anytone” brand name. Kim Fai was owned 100% by Shenzhen Anytone; accordingly, this transfer was recorded at historical cost due to the companies ~~equity~~ being under common control. Kim Fai will be dissolved after the transfer and is currently in the process of deregistration.

The consolidated interim financial information as of ~~June~~September 30, 2012 and for the ~~six~~nine and three month periods ended ~~June~~September 30, 2012 and 2011 was prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures, which are normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) have not been included. The interim consolidated financial information should be read in conjunction with the Financial Statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, previously filed with the SEC.

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s consolidated financial position as of ~~June~~September 30, 2012, its consolidated results of operations and cash flows for the ~~six~~nine and three month periods ended ~~June~~September 30, 2012 and 2011, as applicable, were made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements were prepared in conformity with US GAAP. The Company’s functional currency is the Chinese Yuan Renminbi (“CNY” or “RMB“); however, the accompanying consolidated financial statements were translated and presented in United States Dollars (“$” or “USD”).

Exchange Gain

During the ~~six~~nine and three months ended ~~June~~September 30, 2012, the transactions of Anytone and Kim Fai, and during the ~~six~~nine and three months ended ~~June~~September 30, 2011, the transactions of E’Jenie, Anytone, Kim Fai and NewPower were denominated in foreign currency and were recorded in CNY at the rates of exchange in effect when the transactions occurred. Exchange gains and losses are recognized for the different foreign exchange rates applied when the foreign currency assets and liabilities are settled.

Foreign Currency Translation and Comprehensive Income (Loss)

During the ~~six~~nine and three months ended ~~June~~September 30, 2012 and 2011, the accounts of Chinese operating subsidiaries were maintained, and its financial statements were expressed, in CNY. Such financial statements were translated into USD in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 830, “Foreign Currency Translation,” with the CNY as the functional currency. According to Topic 830, all assets and liabilities were translated at the exchange rate at the balance sheet date, stockholder’s equity was translated at the historical rates and income statement items were translated at the average exchange rate for the period. Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the consolidated statements of operations. The resulting translation adjustments are reported under other comprehensive income in accordance with FASB ASC Topic 220, “Reporting Comprehensive Income” as a component of stockholders’ equity. There were no significant fluctuations in the exchange rate for the conversion of CNY to USD after the balance sheet date.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include collectability of accounts receivable, accounts payable, sales returns and recoverability of long-term assets.

Principles of Consolidation

The consolidated financial statements include the accounts of New Energy ~~Systems Group~~ and its wholly owned subsidiaries Anytone and Kim Fai are collectively referred to as the Company. All material intercompany accounts, transactions and profits were eliminated in consolidation.

Reclassifications

Certain prior year amounts were reclassified to conform to the presentation in the current year including the disposal of Billion, E’~~jenie~~Jenie and NewPower on December 9, 2011. The reclassifications did not have an ~~effect~~affect on the results of operations or cash flow.

Revenue Recognition

The Company manufactures and distributes batteries, battery shells and covers for cellular phones in the PRC. The Company’s revenue recognition policies comply with SEC Staff Accounting Bulletin (“SAB”) 104 (codified in FASB ASC Topic 605). Sales revenue is recognized when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. No revenue is recognized if there are significant uncertainties regarding the recovery of the consideration due or the possible return of goods. Payments received before satisfaction of all relevant criteria for revenue recognition are recorded as unearned revenue.

Sales revenue is the invoiced value of goods, net of value-added tax (“VAT”). All of the Company’s products sold in the PRC are subject to Chinese value-added tax of 17% of the sales price. This VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing the finished product. The Company records VAT payable and VAT receivable net of payments in the financial statements. The VAT tax return is filed offsetting the payables against the receivables. Sales and purchases are recorded net of VAT collected and paid as the Company acts as an agent for the government.

Stock-Based Compensation

The Company accounts for its stock-based compensation in accordance with FASB ASC Topics 718 and 505, “Share-Based Payment.” The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. Non-employees stock based compensation is accounted for according to ASC 718.

Income Taxes

The Company utilizes FASB ASC Topic 740, “Accounting for Income Taxes,” which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company follows FASB ASC Topic 740, “Accounting for Uncertainty in Income Taxes.” When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income.

At ~~June~~September 30, 2012 and December 31, 2011, the Company had not taken any significant uncertain tax positions on its tax returns for 2011 or prior years or in computing its tax provision for 2012.

Statement of Cash Flows

In accordance with FASB ASC Topic 230, “Statement of Cash Flows”, cash flows from the Company’s operations are based upon local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company has a diversified customer base, most of which is in China. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

Risks and Uncertainties

The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, foreign currency exchange rates and the volatility of public markets.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.

109

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

Cash and Equivalents

Cash and equivalents include cash in hand and cash in demand deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. At ~~June~~September 30, 2012 and December 31, 2011, the Company had approximately $910,~~006~~124,~~500~~000 and $4,307,000 cash in state-owned banks, respectively, of which no deposits were covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to risks on its cash in bank accounts.

Allowance for Doubtful Accounts

The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. ~~The~~There was no allowance for doubtful accounts ~~was $0~~ at ~~June~~September 30, 2012 and December 31, 2011.

Inventory

Inventories are valued at the lower of cost (determined on a weighted average basis) or market. Management compares the cost of inventories with the market value and allowance is made to write down inventories to market value, if lower. As of ~~June~~September 30, 2012 and December 31, 2011, inventory consisted of the following:

	2012		2011
Raw Materials	$	~~452~~427,~~027~~571	$	1,562,024
Work-in-process		5642,~~844~~547		45,323
Finished goods		~~240~~9,~~895~~711		54,168
	$	~~749~~479,~~766~~829	$	1,661,515

Property and Equipment, net

Property and equipment are stated at cost. Expenditures for maintenance and repairs are expensed as incurred; additions, renewals and betterments are capitalized. When property and equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives of:

Furniture and Fixtures		5 years
Equipment		5 years
Computer Hardware and Software		5 years
Leasehold Improvement		1 year

~~As of June 30, 2012 and December 31, 2011, Property and Equipment consisted of the following:~~10

	2012			2011
Machinery	$	296,862		$	297,992
Office equipment		115,685			116,125
Leasehold improvement		189,726			-
Subtotal		602,273			414,117
Accumulated depreciation		(227,967	)		(205,846	)
Plant and Equipment, Net	$	374,306		$	208,271

As of September 30, 2012 and December 31, 2011, Property and Equipment consisted of the following:

	2012			2011

Machinery	$	303,517		$	297,992
Office equipment		107,982			116,125
Leasehold improvement		189,244			-
Subtotal		600,743			414,117
Accumulated depreciation		(270,278	)		(205,846	)
Plant and Equipment, net	$	330,465		$	208,271

Depreciation was $11 65,~~458~~276 and $1133,~~018~~129 for the ~~three~~nine months ended ~~June~~September 30, 2012 and 2011, respectively. Depreciation was $2242,~~964~~312 and $2111,~~937~~192 for the ~~six~~three months ended ~~June~~September 30, 2012 and 2011, respectively.

Fair Value of Financial Instruments

For certain of the Company’s financial instruments, including cash and equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value (“FV”) of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines FV, and establishes a three-level valuation hierarchy for disclosures of FV measurement that enhances disclosure requirements for FV measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their ~~fair~~FVs ~~values~~ because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices 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, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

As of ~~June~~September 30, 2012 and December 31, 2011, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet at FV.

Basic and Diluted Earnings (loss) per Share (EPS)

Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). The following tables present a reconciliation of basic and diluted EPS:

	Nine Months Ended September 30,
	2012		2011

Income (loss) from continuing operations	$	(19,130,154)	$	3,901,743
Loss from discontinued operations		-		(12,147,523)
Net loss	$	(19,130,154)	$	(8,245,780)

Weighted average shares outstanding - basic		14,595,600		14,381,065
Effect of dilutive securities:
Preferred stock		-		167,397
Options issued		-		-
Weighted average shares outstanding – diluted		14,595,600		14,548,462

Income (loss) per share from continuing operations – basic	$	(1.31)	$	0.27
Income (loss) per share from continuing operations – diluted	$	(1.31)	$	0.27
Income (loss) per share from discontinued operations – basic	$	-	$	(0.84)
Income (loss) per share from discontinued operations – diluted	$	-	$	(0.83)
Net income (loss) per share – basic	$	(1.31)	$	(0.57)
Net income (loss) per share – diluted	$	(1.31)	$	(0.57)

	Three Months Ended September 30,
	2012		2011

Loss from continuing operations	$	(7,581,284)	$	(525,542)
Loss from discontinued operations		-		(16,327,666)
Net loss	$	(7,581,284)	$	(16,853,208)

Weighted average shares outstanding - basic		14,631,731		14,551,731

Weighted average shares outstanding – diluted		14,631,731		14,551,731

Income (loss) per share from continuing operations – basic	$	(0.52)	$	(0.04)
Income (loss) per share from continuing operations – diluted	$	(0.52)	$	(0.04)
Income (loss) per share from discontinued operations – basic	$	-	$	(1.12)
Income (loss) per share from discontinued operations – diluted	$	-	$	(1.12)
Net income (loss) per share – basic	$	(0.52)	$	(1.16)
Net income (loss) per share – diluted	$	(0.52)	$	(1.16)

The warrants and options to purchase up to 277,000 shares of common stock were anti-dilutive during the nine and three months ended September 30, 2012; 261,000 shares of common stock were anti-dilutive during the nine and three months ended September 30, 2011. The diluted EPS was anti-dilutive for the nine and three months ended September 30, 2012 and 2011 due to the Company’s net loss.

	Six Months Ended June 30,
	2012		2011
Income (loss) from continuing operations	$	(11,548,870)	$	4,427,285
Income (loss) from discontinued operations		-		4,180,143
Net income (loss)	$	(11,548,870)	$	8,607,428
Weighted average shares outstanding - basic		14,573,599		14,294,318
Effect of dilutive securities:
Preferred stock		-		252,482
Options issued		717		-
Weighted average shares outstanding – diluted		14,574,316		14,546,800
Income (loss) per share from continuing operations – basic	$	(0.79)	$	0.31
Income (loss) per share from continuing operations – diluted	$	(0.79)	$	0.30
Income (loss) per share from discontinued operations – basic	$	--	$	0.29
Income (loss) per share from discontinued operations – diluted	$	--	$	0.29
Net income (loss) per share – basic	$	(0.79)	$	0.60
Net income (loss) per share – diluted	$	(0.79)	$	0.59

	Three Months Ended June 30,
	2012		2011
Income (loss) from continuing operations	$	(9,896,568)	$	1,787,049
Income (loss) from discontinued operations		-		1,359,824
Net income (loss)	$	(9,896,568)	$	3,146,873
Weighted average shares outstanding - basic		14,575,467		14,302,039
Effect of dilutive securities:
Preferred stock		-		249,692
Weighted average shares outstanding – diluted		14,576,900		14,551,731
Income (loss) per share from continuing operations – basic	$	(0.68)	$	0.12
Income (loss) per share from continuing operations – diluted	$	(0.68)	$	0.12
Income (loss) per share from discontinued operations – basic	$	--	$	0.10
Income (loss) per share from discontinued operations – diluted	$	--	$	0.09
Net income (loss) per share – basic	$	(0.68)	$	0.22
Net income (loss) per share – diluted	$	(0.68)	$	0.21

The warrants and options to purchase up to 222,000 shares of common stock were anti-dilutive during the six and three months ended June 30, 2012; 304,500 shares of common stock were anti-dilutive during the six and three months ended June 30, 2011. The Company had 0 dilutive preferred shares during the six and three months ended June 30, 2012; 252,482 and 249,692 dilutive preferred shares during the six and three months ended June 30, 2011, respectively.

Goodwill

Goodwill is the excess of the purchase price over the FV of the identifiable assets and liabilities acquired as a result of the Company’s acquisitions of in its subsidiaries. Under FASB ASC Topic 350, “Goodwill and Other Intangible Assets,” goodwill is no longer amortized, but tested for impairment upon first adoption and annually, thereafter, or more frequently if events or changes in circumstances indicate that it might be impaired. Impairment testing is performed at a reporting unit level. An impairment loss generally is ~~would be~~ recognized when the carrying amount of the reporting unit exceeds its FV, with the FV of the reporting unit determined using discounted cash flow (“DCF”) analysis. A number of significant assumptions and estimates are involved in the application of the DCF analysis to forecast operating cash flows, including the discount rate, the internal rate of return, and projections of realizations and costs to produce. Management considers historical experience and all available information at the time the fair values of its reporting units are estimated.

During the third quarter of 2011, the Company performed ~~annual~~ goodwill impairment assessment for NewPower. During the fourth quarter of 2011, the Company performed annual goodwill impairment assessment for Anytone and Kim Fai. The goodwill balance prior to the impairment charge was $60,858,842 and was established primarily as a result of acquisitions of NewPower, Anytone and Kim Fai in 2010 and 2011. The Company completed the step one analysis using a combination of market capitalization approach and ~~discounted cash flow~~DCF. The market capitalization approach uses the Company’s publicly traded stock price to determine FV. The DCF method uses revenue and expense projections and risk-adjusted discount rates. The process of determining FV is subjective and requires management to exercise judgment in determining future growth rates, discount and tax rates and other factors. The current economic environment has impacted the Company’s ability to forecast future demand and has in turn resulted in the use of higher discount rates, reflecting the risk and uncertainty in current markets. The results of the step one analysis indicated potential impairment in NewPower and Anytone reporting units, which were corroborated by a combination of factors including a significant and sustained decline in the market capitalization, which is below the book value, and the deteriorating macro environment, which has resulted in a decline in expected future demand. The Company therefore performed the second step of the goodwill impairment assessment for NewPower and Anytone to quantify the impairment. This involved calculating the implied FV of goodwill, determined in a manner similar to a purchase price allocation, and comparing the residual amount to the carrying amount of goodwill. Based on the analysis incorporating the declining market capitalization in 2011, as well as the significant end market deterioration and economic uncertainties impacting expected future demand including continued slow-down of the battery industry in China, and increased competition resulting from counterfeit products and decreased selling price from other manufacturers. The Company concluded the entire goodwill balance of NewPower of $14,306,538 and a portion of Anytone’s goodwill of $7,405,344 were impaired and expensed. The goodwill impairment charge is non-cash. The goodwill impairment charge is not deductible for income tax purposes and, therefore, the Company did not record a corresponding tax benefit in 2011. On December 9, 2011, the Company disposed its subsidiaries Billion, E’~~jenie~~Jenie and NewPower. As of ~~June~~September 30, 2012, due to continuing losses and decline in market capitalization, the Company conducted impairment test of its goodwill using DCF analysis, ~~performing steps one and two,~~ concluding $210,~~708~~058,~~219~~113 of goodwill related to Anytone and ~~Kimfai~~Kim Fai were impaired.

Intangible Assets

The Company follows FASB ASC Topic 805, “Business Combinations,” to determine if an intangible asset should be recognized separately from goodwill. Intangible assets acquired through business acquisitions are recognized as assets separate from goodwill if they satisfy either the “contractual-legal” or “separability” criterion. Per FASB ASC Topic 350, intangible assets with definite lives are amortized over their estimated useful life and reviewed for impairment in accordance with FASB ASC Topic 360, “Accounting for the Impairment or Disposal of Long-lived Assets.” Intangible assets, such as purchased technology, trademark, customer list, user base and non-compete agreements, arising from the acquisitions of subsidiaries and variable interest entities are recognized and measured at FV upon acquisition. Intangible assets are amortized over their estimated useful lives from one to 10 years. The Company reviews the amortization methods and estimated useful lives of intangible assets at least annually or when events or changes in circumstances indicate that assets may be impaired. The recoverability of an intangible asset to be held and used is evaluated by comparing the carrying amount of the intangible to its future net undiscounted cash flows. If the intangible is considered impaired, the impairment loss is measured as the amount by which the carrying amount of the intangible exceeds the FV of the intangible, calculated using a DCF analysis. The Company uses estimates and judgments in its impairment tests, and if different estimates or judgments had been utilized, the timing or the amount of the impairment charges could be different.

1413

The Company follows FASB ASC Topic 360 (“ASC 360”), “Accounting for the Impairment or Disposal of Long-Lived Assets,” which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes FASB ASC Topic 225, “Reporting the Results of Operations for a Disposal of a Segment of a Business.” The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with ASC 360. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the FV of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that FVs are reduced for the cost of disposal. As of ~~June~~September 30, 2012, due to continuing losses, the Company performed impairment test of it is intangible assets, mainly consisting of patents, and concluded $56,~~711~~086,~~877~~840 of intangible assets were impaired.

Segment reporting

FASB ASC Topic 280, “Disclosures about Segments of an Enterprise and Related Information,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

The Company had three operating segments: battery components manufacture, battery assembly and distribution, and solar panel manufacture. The Company disposed of battery components manufacture segment through the disposition of Billion and its subsidiaries. These remaining operating segments were determined based on the nature of the products offered. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance. The Company's chief executive and chief financial officers were identified as the chief operating decision makers. The Company’s chief operating decision makers direct the allocation of resources to operating segments based on the profitability, cash flows, and other measurement factors of each respective segment.

Recent accounting pronouncements

On July 27, 2012, the FASB issued ASU 2012-02, “Intangibles-Goodwill and Other (Topic 350) - Testing Indefinite-Lived Intangible Assets for Impairment.” The ASU provides entities with an option to first assess qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the indefinite-lived intangible asset is impaired. If an entity concludes that it is more than 50% likely that an indefinite-lived intangible asset is not impaired, no further analysis is required. However, if an entity concludes otherwise, it would be required to determine the FV of the indefinite-lived intangible asset to measure the amount of actual impairment, if any, as currently required under US GAAP. The ASU is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. As of ~~June~~September 30, 2012, there is no other recently issued accounting standards not yet adopted that would have a material effect on the Company’s consolidated financial statements.

~~Note 3 – INTANGIBLE ASSETS~~14

AsNote of3 ~~June~~– ~~30,~~INTANGIBLE ~~2012 and December 31~~ASSETS, ~~2011, intangible assets consisted of the following:~~NET

	2012			2011
Patents	$	15,167,497		$	15,167,497
Accumulated amortization		(5,152,116	)		(4,115,587	)
Less: impairment		(5,711,877	)		-
Intangible assets, net	$	4,303,504		$	11,051,910

As of September 30, 2012 and December 31, 2011, intangible assets consisted of the following:

The intangible assets are amortized over 10-30 years. Amortization was $1,036,529 and $999,495 for the six months ended June 30, 2012 and 2011, and for the three months ended June 30, 2012 and 2011 was $518,265 and $502,943, respectively.

	2012			2011

Patents	$	15,167,497		$	15,167,497
Accumulated amortization		(5,668,017	)		(4,115,587	)
Less: impairment		(6,086,840	)		-
Intangible assets, net	$	3,412,640		$	11,051,910

The intangible assets are amortized over 10-30 years. Amortization was $1,552,430 and $1,509,304 for the nine months ended September 30, 2012 and 2011, and for the three months ended September 30, 2012 and 2011 was $515,901 and $509,809, respectively.

Amortization for the Company’s intangible assets over the next five fiscal years from September 30, 2012 is estimated to be:

Years ending September 30,

2013	$	553,401
2014		553,401
2015		553,401
2016		553,401
2017		553,401
Thereafter		645,635
Total	$	3,412,640

Amortization for the Company’s intangible assets over the next five fiscal years from June 30, 2012 is estimated to be:

Years ending June 30,

2013	$	772,625
2014		772,625
2015		772,625
2016		772,625
2017		772,625
Thereafter		440,379
Total	$	4,303,504

Note 4 - OTHER RECEIVABLES

As of ~~June~~September 30, 2012 and December 31, 2011, other receivables are comprised of the following:

	2012		2011
Receivable for sale of discontinued operations	$	87,~~714~~794,~~717~~098	$	13,501,372
Other receivables and deposits		48,~~525~~402		48,837
Total	$	87,~~763~~842,~~242~~500	$	13,550,209
Current	$	5,520,000	$	5,520,000
Noncurrent	$	2,322,500	$	8,030,209

AsNote ~~of July 31, 2012, the Company has received $~~5~~.72~~ ~~million~~– ~~from~~TAXES ~~the sale of discontinued operations.~~PAYABLE

~~Note~~As 5of –September ~~TAXES~~30, ~~RECEIVABLE~~2012 and December 31, 2011, taxes payable are comprised of the following:

As of June 30, 2012 and December 31, 2011, taxes receivable are comprised of the following:

	2012		2011

VAT	$	38,698	$	-
Other		32,706		21,103
Total	$	71,404	$	21,103

	2012		2011
Income tax	$	236,070	$	196,445
VAT		-		20,661
Total	$	236,070	$	217,106

Note 6 –ACCRUED EXPENSES AND OTHER PAYABLES

~~Note~~As 6of –September ~~TAXES~~30, ~~PAYABLE~~2012 and December 31, 2011, accrued expenses and other payables are comprised of the following:

As of June 30, 2012 and December 31, 2011, taxes payable are comprised of the following:

	2012		2011

Payable for expense reimbursement	$	662,708	$	540,653
Payroll payables		151,230		201,484
Accrued expenses		59,132		76,315
Total	$	873,070	$	818,452

	2012		2011
VAT	$	34,392	$	-
Other		24,366		21,103
Total	$	58,758	$	21,103

Note 7 – RELATED PARTY TRANSACTIONS

Note 7 –ACCRUED EXPENSES AND OTHER PAYABLES

As of June 30, 2012 and December 31, 2011, accrued expenses and other payables are comprised of the following:

	2012		2011
Payable for expense reimbursement	$	753,127	$	540,653
Payroll payables		153,497		201,484
Accrued expenses		21,747		76,315
Total	$	928,371	$	818,452

Note 8 – RELATED PARTY TRANSACTIONS

Due from Shareholders

As of ~~June~~September 30, 2012 and December 31, 2011, the Company had $~~283~~282,~~259~~540 and $284,337 unsecured, due on demand, and non interest bearing advances to the original owners of Anytone International.

Note 98 – DEFERRED TAX LIABILITY

Deferred tax is the tax effect of the difference between the tax bases and book bases of intangible assets. At ~~June~~September 30, 2012 and December 31, 2011, deferred tax liability represents the difference between the FV and the tax basis of patents acquired in the acquisition of Anytone.

~~Note 10 – STOCK OPTIONS AND WARRANTS~~16

Note 9 – STOCK OPTIONS AND WARRANTS

Options

On June 11, 2010, the Company granted options to acquire 25,000 shares of the Company’s common stock, par value $0.001, at $6.55 per share, with a life of three years to an independent director. The options vested in two equal installments, the first being on the date of grant and the second being on the first anniversary of the date of grant. The FV of the options was calculated using the following assumptions: estimated life of three years, volatility of 100%, risk free interest rate of 2.76%, and dividend yield of 0%. The grant date FV of options was $103,047.

On June 11, 2011, the Company granted options to acquire 25,000 shares of the Company’s common stock, par value $0.001, at $3.13 per share, with a life of three years to the same independent director. The options vested in two equal installments, the first being on the date of grant and the second being on the first anniversary of the date of grant. The FV of the options was calculated using the following assumptions: estimated life of three years, volatility of 100%, risk free interest rate of 0.71%, and dividend yield of 0%. The grant date FV of options was $48,329.

On June 11, 2012, the Company granted options to acquire 30,000, 15,000 and 10,000 shares of the Company’s common stock, par value $0.001, at $0.58 per share, with a life of three years to the three independent directors, respectively. The options vested in two equal installments, the first being on the date of grant and the second being on the first anniversary of the date of grant. The FV of the options was calculated using the following assumptions: estimated life of three years, volatility of 176%, risk free interest rate of 0.37%, and dividend yield of 0%. The grant date FV of options was $28,888.

The ~~outstanding~~Company ~~options~~recorded ~~(post-reverse~~$29,534 ~~stock~~and ~~split)~~$31,579 asoption ofexpense ~~June~~in the nine months ended September 30, 2012 ~~listed~~and as2011; ~~follow:~~and $3,641 and $6,091 during the three months ended September 30, 2012 and 2011, respectively.

	Number of Shares
Outstanding at January 1, 2011		25,000
Exercisable at January 1, 2011		12,500
Granted		25,000
Exercised		-
Expired		-
Outstanding at December 31, 2011		50,000
Exercisable at December 31, 2011		37,500
Granted		55,000
Exercised		-
Expired		-
Outstanding at June 30, 2012		105,000
Exercisable at June 30, 2012		77,500

The outstanding options as of September 30, 2012 listed as follow:

Options outstanding (post-reverse stock split) at June 30, 2012 are as follows:

	Number of Shares
Outstanding at January 1, 2011		25,000
Exercisable at January 1, 2011		12,500

Granted		25,000
Exercised		-
Expired		-

Outstanding at December 31, 2011		50,000
Exercisable at December 31, 2011		37,500

Granted		55,000
Exercised		-
Expired		-

Outstanding at September 30, 2012		105,000
Exercisable at September 30, 2012		77,500

Exercise Price				Total Options Outstanding				Weighted Average Remaining Life (Years)				Total Weighted Average Exercise Price				Options Exercisable				Weighted Average Exercise Price
$	6.55 - 0.58				105,000				2.23			$	2.61				77,500			$	3.33

Options outstanding at September 30, 2012 are as follows:

Exercise Price		Total Options Outstanding		Weighted Average Remaining Life (Years)		Total Weighted Average Exercise Price		Options Exercisable		Weighted Average Exercise Price

$	6.55 - 0.58		105,000		1.98	$	2.61		77,500	$	3.33

Warrants

On ~~November~~May 1130, ~~2009~~2011, ~~The~~the Company ~~entered into a one-year consulting agreement with an investment relations (“IR”) firm. The Company~~ granted the IR firm ~~warrants~~a warrant to purchase ~~200~~the second 36,000 shares ofat ~~the~~$5.90, ~~Company’s~~over ~~common~~a ~~stock~~term asof ~~compensation~~three ~~for~~years ~~its~~which ~~service.~~vested ~~The~~on ~~warrants~~November ~~included~~1, ~~Series~~2011. AIf ~~warrant~~the ~~and~~agreement ~~Series~~is Bcancelled ~~warrant~~after ~~with~~six amonths ~~term~~by ofeither ~~two~~party, ~~years (~~the ~~“Series~~IR Afirm ~~Warrant”,~~will ~~the~~be ~~“Series~~entitled Bto ~~Warrant”),~~a topro-rata ~~purchase~~of ~~50,000~~the ~~shares~~warrants atfor ~~$5.00~~the ~~and~~period ~~$5.50,~~services ~~respectively~~were provided. The ~~warrants~~FV ~~included~~of ~~Series~~the Cwarrants ~~warrant~~was ~~and~~calculated ~~Series~~using Dthe ~~warrant~~following ~~with~~assumptions: aestimated ~~term~~life of three years ~~(the “Series C Warrant”~~, ~~the~~volatility ~~“Series~~of ~~D Warrant”)~~100%, torisk ~~purchase~~free ~~50,000~~interest ~~shares~~rate atof $60.0081%, and ~~$6.50,~~dividend ~~respectively.~~yield ~~35%~~ of ~~all~~0%. ~~series~~The ~~warrants were vested at the~~ grant date ~~and~~FV ~~65%~~ of ~~all series of the~~ warrants ~~were~~was ~~vested~~$33,055. ~~upon~~As ~~the duty~~ of ~~service~~September ~~the~~30, ~~IR completed~~2012, ~~which~~the ~~was~~agreement ~~January~~is 5,not ~~2010~~cancelled.

The FV of the warrants was calculated using the following assumptions: for the warrants with estimated life of two years, volatility of 100%, risk free interest rate of 0.85%, and dividend yield of 0%; for the warrants with estimated life of three years, volatility of 100%, risk free interest rate of 1.39%, and dividend yield of 0%. The total FV of warrants was $868,872.

The Company entered into a one-year consulting agreement with an IR firm on November 1, 2010. The monthly payment at $8,550 was made at the beginning of each month; on December 4, 2010, the Company also granted the IR firm a warrant to purchase 36,000 shares for each 6 months contract period at $5.90, a term of three years which vested on November 1, 2011. The FV of the warrants was calculated using the following assumptions: estimated life of three years, volatility of 100%, risk free interest rate of 2.76%, and dividend yield of 0%. The grant date FV of warrants was $188,993.

On May 30, 2011, the Company granted the IR firm a warrant to purchase the second 36,000 shares at $5.90, over a term of three years which vested on November 1, 2011. If the agreement is cancelled after six months by either party, the IR firm will be entitled to a pro-rata of the warrants for the period services were provided. The FV of the warrants was calculated using the following assumptions: estimated life of three years, volatility of 100%, risk free interest rate of 0.81%, and dividend yield of 0%. The grant date FV of warrants was $33,055. As of June 30, 2012, the agreement is not cancelled.

The Company accounted for warrants issued to investor relations firms based on ASC 505-50 at each balance sheet date and expense recorded based on the period elapsed at each balance sheet date, which is the date at which the counterparty’s performance is deemed to be completed for the period. The FV of each warrant granted is estimated on the date of the grant using the Black-Scholes option pricing model under ASC 505-30-11 and is recognized as compensation expense over the service term of the investor relations agreement as it is a better matching of cost with services received. The warrants are classified as equity instruments and are exercisable into a fixed number of common shares. There is no commitment or requirement to change the quantity or terms based on conditions to the counterparty’s performance or market conditions.

The Company recorded $0 and $20,038 warrant expense in the six months ended June 30, 2012 and 2011; and $0 and $9,967 during the three months ended June 30, 2012, respectively. The outstanding warrants as of June 30, 2012 listed were as follows:18

	Number of Shares
Outstanding at January 1, 2011		236,000
Exercisable at January 1, 2011		200,000
Granted		36,000
Exercised		(17,500)
Expired		82,500
Outstanding at December 31, 2011		172,000
Exercisable at December 31, 2011		172,000
Granted		-
Exercised		-
Expired		-
Outstanding at June 30, 2012		172,000
Exercisable at June 30, 2012		172,000

The Company recorded $0 and $2,248 warrant expense in the nine months ended September 30, 2012 and 2011; and $0 and $7,700 during the three months ended September 30, 2012 and 2011, respectively. The outstanding warrants as of September 30, 2012 listed were as follows:

	Number of Shares
Outstanding at January 1, 2011		236,000
Exercisable at January 1, 2011		200,000

Granted		36,000
Exercised		(17,500)
Expired		82,500

Outstanding at December 31, 2011		172,000
Exercisable at December 31, 2011		172,000

Granted		-
Exercised		-
Expired		-

Outstanding at September 30, 2012		172,000
Exercisable at September 30, 2012		172,000

Warrants outstanding at September 30, 2012 are as follows:

Exercise Price		Total Warrants Outstanding		Weighted Average Remaining Life (Years)		Total Weighted Average Exercise Price		Warrants Exercisable		Weighted Average Exercise Price

$	$5.00-$6.50		172,000		0.66	$	6.10		172,000	$	6.10

~~Warrants~~ Note ~~outstanding~~10 at– ~~June~~COMMON ~~30,~~STOCK ~~2012~~AND ~~are~~NON-CASH asSTOCK ~~follows:~~COMPENSATION

Exercise Price				Total Warrants Outstanding				Weighted Average Remaining Life (Years)				Total Weighted Average Exercise Price				Warrants Exercisable				Weighted Average Exercise Price
$	$5.00-$6.50				172,000				0.91			$	6.10				172,000			$	6.10

Stock Issued to Consultants

~~Note~~On 11August –18, ~~COMMON~~2009, ~~STOCK~~the ~~AND~~Company ~~NON~~entered into four-~~CASH~~year ~~STOCK~~consulting ~~COMPENSATION~~agreements to promote the Company's image in both the industry and capital markets. In connection with the agreements, the Company issued 1,000,000 shares of Common Stock valued at $2.70 (stock price at grant date) to eight consultants, and recorded $2,700,000 as deferred compensation. During the nine months ended September 30, 2012 and 2011, the Company amortized $506,250 as stock-based compensation for each period; and during the three months ended September 30, 2012 and 2011, the Company amortized $168,750 as stock-based compensation for each period. According to ASC 505-50-25-6, a grantor shall recognize the goods acquired or services received in a share-based payment transaction when it obtains the goods or as services received. A grantor may need to recognize an asset before it actually receives goods or services if it first exchanges share-based payment for an enforceable right to receive those goods or services; therefore, the Company recorded unamortized portion of deferred compensation as an asset.

~~Stock~~ On December 14, 2011, the Company entered into a one-year consulting agreement with an IR firm for financial newsletter, business and industry publication campaigning ("Consulting Agreement"). The Company issued 20,000 shares of restricted common stock as the first tranche, valued at $0.63 (stock price at grant date) to ~~consultants~~the IR firm.

On ~~August~~June 1814, ~~2009~~2012, the Company ~~entered~~was ~~into~~required ~~four-year consulting agreements~~ to ~~promote~~issue the ~~Company's~~second ~~image~~tranche in20,000 ~~both~~shares ~~the~~of ~~industry~~restricted ~~and~~common ~~capital~~stock ~~markets.~~per Inagreement ~~connection~~dated ~~with~~December ~~the agreements~~14, ~~the Company issued 1~~2011,~~000,000~~ ~~shares of Common Stock~~ valued at $20.7087 (stock price at grant date) to ~~eight~~the ~~consultants,~~IR ~~and recorded $2,700,000 as deferred compensation~~firm. ~~During~~The ~~the six months ended June 30, 2012 and 2011, the~~ Company ~~amortized~~did ~~$337,500~~not asissue ~~stock-based compensation for each period; and during~~ the ~~three~~second ~~months~~tranche ~~ended June 30~~20, 2012 and 2011, the Company amortized $168,750 as stock-based compensation for each period. According to ASC 505-50-25-6, a grantor shall recognize the goods acquired or services received in a share-based payment transaction when it obtains the goods or as services received. A grantor may need to recognize an asset before it actually receives goods or services if it first exchanges share-based payment for an enforceable right to receive those goods or services; therefore, the Company recorded unamortized portion of deferred compensation as an asset, of which, $675,000 ~~was~~shares ~~current,~~per ~~and~~Amended ~~$85,992~~Agreement ~~was~~dated ~~noncurrent~~July ~~as of June 30~~23, 2012.

On ~~December~~July 1423, ~~2011~~2012, the Company entered into aan ~~one-year~~Amendment ~~consulting~~to ~~agreement~~the ~~with~~Consulting anAgreement. IROriginally, ~~firm~~the ~~for~~Company was ~~financial~~to pay ~~newsletter~~$8,000 ~~business~~per ~~and~~month ~~industry~~at ~~publication~~the ~~campaigning~~first ~~("Consulting~~of ~~Agreement").~~each ~~The~~month ~~Company issued~~ and issue 20,000 shares of ~~restricted~~Common ~~common~~ stock asupon signing of the ~~first~~Agreement, ~~tranche~~and another 20,000 ~~valued~~shares atof ~~$0.63~~Common (stock ~~price~~180 atdays ~~grant~~after ~~date)~~the toConsulting ~~the~~Agreement IRwas ~~firm~~signed. ~~During~~In the ~~six~~Amendment, the compensation term ~~and~~was ~~three~~revised ~~months~~such ~~ended~~that the ~~June~~Company ~~30,~~was ~~2012,~~not ~~respectively,~~ required to pay any cash compensation per month from the ~~Company~~date ~~recorded~~of ~~$6,283~~the Amendment and $3issue 20,~~142~~000 asshares of common stock ~~compensation~~upon ~~expense. There~~signing ~~was~~of $5the Agreement,~~696~~ asand ~~deferred~~60,000 ~~compensation~~shares ~~asset~~of asCommon stock 180 days after the contract was signed. As of ~~June~~September 30, 2012, ~~which~~the ~~will~~Company beissued total of 80,000 shares to this IR firm with FV of $43,200 and recorded as deferred stock compensation. The accumulated amortized ~~within~~expense ~~one~~was ~~year~~$28,356 at September 30, 2012.

OnNote ~~June~~11 ~~14,~~– ~~2012,~~INCOME the Company was required to issue the second tranche 20,000 shares of restricted common stock per agreement dated December 14, 2011, valued at $0.87 (stock price at grant date) to the IR firm. During the six and three months ended June 30, 2012, the Company recorded $1,621 as stock compensation expense. There was $15,779 deferred compensation as an asset as of June 30, 2012, which will be amortized within one year. TAXES

OnAs ~~July~~of 23September 30, 2012, the Company ~~entered~~in ~~into~~the anUS ~~Amendment~~had to$5.12 ~~the~~million ~~Consulting~~in ~~Agreement.~~net ~~Originally,~~operating ~~the~~loss ~~Company was~~(“NOL”) carry forwards available to ~~pay~~ ~~$8,000~~offset ~~per~~future ~~month~~taxable atincome. ~~the~~Federal ~~first~~NOLs ofcan ~~each~~generally ~~month~~be ~~and~~carried ~~issue~~forward 20~~,000~~ ~~shares~~years. ofThe ~~Common~~deferred ~~stock~~tax ~~upon~~assets ~~signing~~for of the ~~Agreement,~~US ~~and~~entities ~~another~~at 20December 31,~~000~~ ~~shares~~2011 ofconsisted ~~Common~~mainly ~~stock~~of ~~180~~NOL ~~days~~carry ~~after~~forwards ~~the~~and ~~Consulting~~were ~~Agreement~~fully ~~was~~reserved ~~signed.~~as In the ~~Amendment,~~management ~~the~~believes ~~compensation~~it ~~term was~~is ~~revised such~~more ~~that the~~likely ~~Company~~than isnot tothat ~~pay~~these $0assets ~~per~~will ~~month~~not ~~from~~be ~~the~~realized ~~date~~in of the ~~Amendment~~future. ~~and issue 20~~Therefore,~~000~~ ~~shares~~the ofCompany ~~common~~has ~~stock~~provided ~~upon~~full ~~signing~~valuation ofallowance for the ~~Agreement,~~deferred ~~and~~tax ~~60,000~~assets ~~shares~~arising offrom ~~Common~~the ~~stock~~losses ~~180~~at ~~days after~~ the ~~contract~~location ~~was~~as ~~signed. As~~ of ~~June~~September 30, 2012,. ~~additional $34~~Accordingly,~~800~~ ~~stock~~the ~~compensation~~Company ~~expense~~has ~~will~~no benet ~~amortized~~deferred ~~within~~tax ~~one year of the Amendment to the Agreement~~assets.

Note 12 – INCOME TAXES

As of June 30, 2012, the Company in the US had $4,775,000 in net operating loss (“NOL”) carry forwards available to offset future taxable income. Federal NOLs can generally be carried forward 20 years. The deferred tax assets for the US entities at December 31, 2011 consisted mainly of NOL carry forwards and were fully reserved as the management believes it is more likely than not that these assets will not be realized in the future. Therefore, the Company has provided full valuation allowance for the deferred tax assets arising from the losses at the location as of June 30, 2012. Accordingly, the Company has no net deferred tax assets.

There is no income tax for companies domiciled in the BVI. Accordingly, the Company's consolidated financial statements do not present any income tax provisions related to BVI tax jurisdiction where Billion is domiciled.

Anytone and Kim Fai’s effective Enterprise Income Tax (“EIT”) for 2012 is 25% and 2011 is 24%.

The following is a reconciliation of the provision for income taxes at the US federal income tax rate to the income taxes reflected in the Statement of Operations and Comprehensive Income (Loss) for the six and three months ended June 30, 2012 and 2011, respectively:20

	Six Months Ended June 30,						Three Months Ended June 30,
	2012			2011			2012			2011
US statutory rates		(34.0	)%		34.0	%		(34.0	)%		34.0	%
Tax rate difference		8.4	%		(10.2	)%		8.6.	%		(10.2	)%
Effect of tax holiday		-			(1.2	)%		-			(1.2	)%
Goodwill impairment		17.8	%			-		21.0	%			-
Valuation allowance on deferred tax on US NOL		5.3	%		4.6	%		3.3	%		4.6	%
Tax expense at actual rate		(2.5	)%		27.2	%		(1.1	)%		27.2	%

The following is a reconciliation of the provision for income taxes at the US federal income tax rate to the income taxes reflected in the Statement of Operations and Comprehensive Income (Loss) for the nine and three months ended September 30, 2012 and 2011, respectively:

The provisions for income taxes expense (benefit) for the six and three months ended June 30, 2011 and 2010 consisted of the following:

	Nine Months Ended September 30,						Three Months Ended September 30,
	2012			2011			2012			2011
US statutory tax rates (benefit)		(34.0	)%		34.0	%		(34.0	)%		(34.0	)%
Tax rate difference		8.5	%		(10.9	)%		8.7	%		4.1	%
Effect of tax holiday		-	%		(1.2	)%		-	%		0.5	%
Goodwill impairment		11.9	%		-	%		4.4	%		-	%
Valuation allowance on deferred tax on US NOL		4.3	%		7.2	%		2.9	%		18.6	%
Other benefit					(0.4	)%					(3.2	)%
Tax expense (benefit) at actual rate		(9.3	)%		28.7	%		(18.0	)%		(14.0	)%

	Six Months Ended June 30,						Three Months Ended June 30,
	2012			2011			2012			2011
Income tax expense (benefit) - current	$	(40,481	)	$	1,895,934		$	14,682		$	789,661
Income tax expense (benefit) - deferred		(259,132	)		(239,879	)		(129,566	)		(120,707	)
Total income tax expenses (benefit)	$	(299,613	)	$	1,656,055		$	(114,884	)	$	668,954

Note 12 – LOAN AGREEMENTS

Note 13 – LOAN AGREEMENTS

Loan Agreement with Chuangding Investment Consulting (Shenzhen) Co., Ltd.

On April 21, 2011, the Company entered into a Loan Agreement with Chuangding Investment Consulting (Shenzhen) Co., Ltd. (“CIC”). Under the CIC Loan Agreement, CIC committed to make advances to the Company up to RMB 30,000,000 ($4,766,217) with interest at 10% (the “CIC Loan”). Repayments under the CIC Loan Agreement are due 730 days from the date the CIC Loan is made. The Company can repay all principal and interest in one lump sum when the CIC Loan comes due, or can repay the CIC Loan in installments. The CIC Loan has no processing fee or management fee.

The CIC Loan Agreement is guaranteed by Weihu Yu, the Company’s Chairman, pursuant to a Guarantee Letter, dated April 21, 2011, made by Weihu Yu to CIC (the “CIC Guarantee Letter”) for two years commencing at the date of maturity of the CIC Loan Agreement. The CIC Loan Agreement is also secured by 539,091 shares of the Company’s common stock held by GoldRiver Industrial Holding Limited (“GoldRiver”) pursuant to a Security Agreement, dated April 21, 2011, by and between GoldRiver and CIC (the “CIC Security Agreement”). Weihu Yu is the beneficial owner of the shares held by GoldRiver. The security interest granted under the CIC Security Agreement terminates two years after the statute of limitation expires for which CIC can make a claim under the CIC Loan. The CIC Loan Agreement contains affirmative covenants that, among other things, require the Company to deliver to CIC financial statements and other relevant materials. The CIC Loan Agreement also gives CIC priority rights in the event that the Company needs financing, including equity investment, strategic investor introduction or share ownership restructuring. Any failure by the Company to comply with these covenants and any other obligations under the CIC Loan Agreement could result in an event of default which could lead to acceleration of the amounts owed and other remedies.

As of ~~June~~September 30, 2012 and December 31, 2011, the Company did not have an outstanding balance under the CIC Loan.

Loan Agreement with Beijing Guojincheng Asset Management Co., Ltd.

On April 21, 2011, the Company also entered into a Loan Agreement (the “GJC Loan Agreement”) with Beijing Guojincheng Asset Management Co., Ltd. (“GJC”). Under the GJC Loan Agreement, GJC committed to make advances to the Company up to RMB 30,000,000 ($4,766,217) with interest at 10% (the “GJC Loan”). Repayments of the Loan under the GJC Loan Agreement are due 730 days from the date the GJC Loan is made. The Company can repay all principal and interest in one lump sum when the GJC Loan comes due, or can repay the GJC Loan in installments. The GJC Loan has no processing fee or management fee.

The GJC Loan Agreement is guaranteed by Weihu Yu pursuant to a Guarantee Letter, dated April 21, 2011, made by Weihu Yu to GJC (the “GJC Guarantee Letter”) for two years commencing at the date of maturity of the GJC Loan Agreement. The GJC Loan Agreement is also secured by 539,091 shares of the Company’s common stock held by GoldRiver pursuant to that certain Security Agreement, dated April 21, 2011, by and between GoldRiver and GJC (the “GJC Security Agreement”). Weihu Yu is the beneficial owner of the shares held by GoldRiver. The security interest granted under the GJC Security Agreement terminates two years after the statute of limitation expires for which GJC can make a claim under the GJC Loan. The GJC Loan Agreement contains covenants that, among other things, require the Company to deliver to GJC financial statements and other relevant materials. The GJC Loan Agreement also gives GJC priority rights in the event that the Company needs financing, including equity investment, strategic investor introduction or share ownership restructuring. Any failure by the Company to comply with these covenants and any other obligations under the GJC Loan Agreement could result in an event of default which could lead to acceleration of the amounts owed and other remedies.

As of ~~June~~September 30, 2012 and December 31, 2011, the Company did not have an outstanding balance under the GJC Loan.

Note 1413 – STATUTORY RESERVES

Surplus Reserve Fund

The Company’s Chinese subsidiaries are required to transfer 10% of each subsidiary’s net income, as determined under PRC accounting rules and regulations, to a statutory surplus reserve fund until such reserve balance reaches 50% of the Company’s registered capital. The Company’s Chinese subsidiaries are not required to make appropriation to other reserve funds and do not intend to make appropriations to any other reserve funds. There are no legal requirements in the PRC to fund these reserves by transfer of cash to restricted accounts, and the Company’s Chinese subsidiaries do not do so.

The surplus reserve fund is non-distributable other than during liquidation and can be used to fund previous years’ losses, if any, and may be utilized for business expansion or converted into share capital by issuing new shares to existing shareholders in proportion to their shareholding or by increasing the par value of the shares currently held by them, provided that the remaining reserve balance after such issue is not less than 25% of the registered capital.

Common Welfare Fund

Common welfare fund is a voluntary fund that the Company can elect to transfer 5% to 10% of its net income to this fund. This fund can only be utilized on capital items for the collective benefit of the Company’s employees, such as construction of dormitories, cafeteria facilities, and other staff welfare facilities. This fund is non-distributable other than upon liquidation. The Company did not contribute to this fund.

~~Note 15 - MAJOR CUSTOMERS AND VENDORS~~22

~~Below~~Note is14 ~~the~~- ~~table~~MAJOR ~~indicating~~CUSTOMER ~~the~~AND ~~major customers accounting for over 10% of the Company’s total sales. At June 30, 2012, the total accounts receivable balance due from these four customers was $710,852.~~VENDOR

	Six months ended June 30,					Three months ended June 30,
	2012			2011		2012			2011
CEIEC		16	%		*		17	%		*

Below is the table indicating a major customer accounting for over 10% of the Company’s total sales for the nine and three months ended September 30, 2012 and 2011. At September 30, 2012, the total accounts receivable balance due from this customer was $973,834.

Below is the table indicating the major vendors accounting for over 10% of the Company’s total purchases. At June 30, 2012, the total payable to these vendors was $172,806 and $69,552.

	Nine Months Ended September 30,					Three Months Ended September 30,
	2012			2011		2012			2011
Major customer		18	%		-%		23	%		-%

	Six months ended June 30,					Three months ended June 30,
	2012			2011		2012			2011
XingZhiJie		12	%		*		25	%		*
RunFeng		*			*		10	%		*
ChuangYi		*			*		*			13	%

Below is the table indicating the major vendors accounting for over 10% of the Company’s total purchases for the nine and three months ended September 30, 2012 and 2011. At September 30, 2012, the total payable to this vendors was $352,390.

* Less than 10%.

	Nine Months Ended September 30,					Three Months Ended September 30,
	2012			2011		2012			2011
Major vendor		15	%		-%		23	%		-%

Note 1615 – SEGMENT REPORTING

The Company had three operating segments: battery components manufacture, battery assembly and distribution, and solar panel manufacture. The Company disposed of battery components manufacture segment through the disposition of E’Jenie. These remaining operating segments were determined based on the nature of the products offered. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance. The Company's chief executive and chief financial officers were identified as the chief operating decision makers. The Company’s chief operating decision makers direct the allocation of resources to operating segments based on the profitability, cash flows, and other measurement factors of each respective segment.

The Company evaluates performance based on several factors, of which the primary financial measure is business segment income before taxes. The segments’ accounting policies are the same as those described in the summary of significant accounting policies. The following table shows the operations of the Company's reportable segments, the Company does not identify assets by segment.

	Nine Months Ended September 30,						Three Months Ended September 30,
	2012			2011			2012			2011
Revenues from unaffiliated customers:
Battery	$	6,687,091		$	13,657,611		$	1,698,783		$	1,703,729
Solar panel		5,494,777			16,649,096			1,937,476			4,973,124
Consolidated	$	12,181,868		$	30,306,707		$	3,636,259		$	6,676,853
Operating income (loss):
Battery	$	(8,334,416	)	$	3,764,641		$	(714,981	)	$	(399,780	)
Solar panel		(11,596,782	)		2,846,648			(471,548	)		117,964
Corporation		(1,191,300	)		(1,150,996	)		(345,952	)		(334,443	)
Consolidated	$	(21,122,498	)	$	5,460,293		$	(9,257,338	)	$	(616,259	)
Net income (loss) from continuing operations:
Battery	$	(6,271,885	)	$	2,885,947		$	961,061		$	(282,015	)
Solar panel		(11,666,520	)		2,167,293			(471,441	)		91,082
Corporation		(1,191,749	)		(1,151,497	)		(346,047	)		(334,608	)
Consolidated	$	(19,130,154	)	$	3,901,743		$	(7,581,284	)	$	(525,541	)
Depreciation and amortization:
Battery	$	1,562,781		$	1,520,898		$	519,206		$	513,622
Solar panel		55,632			21,535			39,714			7,378
Consolidated	$	1,618,413		$	1,542,432	*	$	558,920		$	521,000	*

	Six months ended June 30,						Three months ended June 30,
	2012			2011			2012			2011
Revenues from unaffiliated customers:
Battery	$	4,988,308		$	11,953,882		$	1,991,447		$	4,984,984
Solar panel		3,557,301			11,675,972			1,598,897			6,161,054
Consolidated	$	8,545,609		$	23,629,854		$	3,590,344		$	11,146,038
Operating income (loss):
Battery	$	(1,532,595	)	$	4,164,421		$	(645,253	)	$	1,530,295
Solar panel		(9,487,217	)		2,728,684			(8,918,917	)		1,253,990
Corporation		(845,348	)		(816,552	)		(457,040	)		(331,180	)
Consolidated	$	(11,865,160	)	$	6,076,553		$	(10,021,210	)	$	2,453,105
Net income (loss) from continuing operations
Battery	$	(1,146,106	)	$	3,167,962		$	(450,561	)	$	1,163,782
Solar panel		(9,557,062	)		2,076,211			(8,988,762	)		954,570
Corporation		(845,702	)		(816,888	)		(457,245	)		(331,303	)
Consolidated	$	(11,548,870	)	$	4,427,285		$	(9,896,568	)	$	1,787,049
Depreciation and amortization:
Battery	$	1,043,575		$	1,007,276		$	521,632		$	506,683
Solar panel		15,918			14,156			8,090			7,279
Consolidated	$	1,059,493		$	1,021,432	*	$	529,722		$	513,962	*

* Excluding disposed subsidiaries NewPower and E’Jenie.

The Company does not identify assets by segment.

~~Note 17 – DISPOSAL OF SUBSIDIARIES~~23

~~Disposal~~Note of16 ~~Subsidiaries~~– DISPOSAL OF SUBSIDIARIES

On November 24, 2011, the Company entered into an Equity Transfer Agreement with Xuemei Fang (“Fang”) and Weirong Xu (“Xu”, and together with Fang, the “Buyers”) to transfer 100% of the equity interest of Billion to the Buyers for RMB 85,553,893 ($13.50 million). The selling price equals the appraisal value of Billion, including its wholly-owned subsidiaries E’Jenie and NewPower, less RMB 153,033,107 ($24.16 million) the Company owes E’Jenie, which ~~shall~~was be cancelled upon completion of the Equity Transfer. Xu was the Director of Marketing of NewPower and Fang was the Vice President of E’Jenie at the time of the sale. 20% of the purchase price was paid upon the registration of the Equity Transfer with the relevant PRC authority. Thereafter, the Buyers will pay approximately $920,000 (RMB 5,800,000) every two months until the purchase price is paid in full. As of ~~July~~September 3130, 2012, the Company received ~~RMB36~~RMB 36,189,824 ($5,~~721~~707,~~802~~274) and had an outstanding receivable of ~~RMB49~~RMB 49,364,068 ($7,~~804~~784,~~719~~903).

The following table summarizes the fair values of the assets and liabilities disposed assumed at the date of disposal. The fair values of the assets disposed and liabilities assumed at the agreement date are used for the purpose of selling price allocation. The excess of the selling price over the FV of the net assets disposed of $292,067 was recorded as disposal gain.

Cash	$	4,033,446
Accounts receivable		2,626,389
Other receivable		24,156,003
Inventory		518,457
Taxes receivable		1,297,924
Property and equipment, net		912,775
Intangible assets, net		6,285,970
Accounts payable		(861,597	)
Other payable and accrued expenses		(241,125	)
Deferred tax liability		(1,362,935	)
Disposal gain		292,067
Selling price	$	37,657,374

Note 1817- COMMITMENTS

Anytone leases its office under a renewable operating lease expiring December 30, 2013. The monthly rent is $1314,000. On January 1, 2011, Kim Fai entered into two 3-year leases with monthly payments of $6,200 and $1,600, respectively.

For the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011, rent expense was $~~134~~196,~~800~~200 and $~~123~~171,~~200;~~000, ~~for~~respectively. For the three months ended ~~June~~September 30, 2012 and 2011, rent expense was $6761,~~800~~400 and $6247,~~000~~800, respectively.

Future minimum rental payments required under operating leases as of ~~June~~September 30, 2012 are as follows by years:

2013	$	269,000
2014		~~135~~67,~~000~~260
	$	~~404~~336,~~000~~260

2524

Note 1918- ~~CONTINGENCY~~CONTINGENCIES

Class Action by Investors

In February 2012, two separate securities class action complaints were filed in the US District Court for the Southern District of New York (“SDNY”) against the Company and certain of its current and former officers and directors. ~~The~~On May 10, 2012, the Court consolidated the two complaints ~~alleged~~for all purposes under the caption “In re New Energy Systems Group Sec. Litig.,” and appointed a lead plaintiff, who subsequently filed a consolidated amended complaint. The complaint alleges that the Company issued materially false and misleading statements and omitted to state material facts that rendered its statements misleading as they related to the Company’s financial performance, business prospects, and financial condition, and that the defendants failed to prevent such statements from being issued or corrected, during a putative class period between April 15, 2010 and November 14, 2011. The ~~complaints~~complaint ~~seek~~seeks, among other relief, compensatory damages and attorneys’ fees. ~~On May 10, 2012, the Court consolidated the two complaints for all purposes under the caption In re New Energy Systems Group Sec. Litig., and appointed a lead plaintiff.~~ The Company ~~believes it is likely that a consolidated amended complaint will be filed shortly. The Company~~ has not yet responded to ~~either~~the complaint, but the Company believes the lawsuit has no merit and intends to ~~vigorously~~ defend against it. While certain legal defense costs may be ~~later~~ reimbursed by the Company’s insurance carrier, no reasonable estimate of the outcome of the litigation or related legal fees on the financial statements can be made as of the date of this statement.

Derivative Action by Shareholder

In April 2012, a shareholder derivative complaint entitled Campbell, et al. v. Yu, et al. was filed in the ~~US District Court for the~~ SDNY by a shareholder purporting to act on behalf of the Company against certain of the Company's current and former officers and directors, and the Company's independent auditor Goldman Kurland & Mohidin LLP. The Company is named as a nominal defendant. ~~The~~An amended complaint was filed in August 2012, which asserts causes of action for breach of fiduciary duty and gross mismanagement against the officer and director defendants, and a claim for unjust enrichment against the Company's auditor, based upon allegations that the defendants caused the Company to issue materially false and misleading statements relating to the Company’s financial performance, business prospects, and financial condition. The complaint seeks, among other relief, compensatory damages, restitution and attorneys’ fees. ~~Plaintiffs' counsel has stated that they intend to file an amended complaint shortly.~~ None of the defendants have responded to the ~~original~~ complaint, and no discovery has occurred. The Company believes the ~~initial~~ complaint has no merit. While certain legal defense costs may be ~~later~~ reimbursed by the Company’s insurance carrier, no reasonable estimate of the outcome of the litigation or related legal fees on the financial statements can be made as of the date of this statement.

~~Note 20- SUBSEQUENT EVENT~~25

On July 23, 2012, the Company entered into an Amendment to the Consulting Agreement ("Amendment"). Originally, the Company was to pay $8,000 per month at the first of each month and issue 20,000 shares of Common stock upon signing of the Consulting Agreement, and another 20,000 shares of Common stock 180 days after the Consulting Agreement was signed. In the Amendment, the compensation term was revised such that the Company is to pay $0 per month from the date of the Amendment and issue 20,000 shares of common stock upon signing of the Consulting Agreement, and 60,000 shares of Common stock 180 days after the Consulting Agreement was signed. As of June 30, 2012, additional $34,800 stock compensation expense will be amortized within one year of the Amendment.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

Forward-Looking Statements

Forward-looking statements in this Quarterly Report on Form 10-Q, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) our plans, strategies, objectives, expectations and intentions are subject to change at any time at our discretion; (ii) our plans and results of operations will be affected by our ability to manage growth and competition; and (iii) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission (“SEC”).

In some cases, you can identify forward-looking statements by terminology such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘could,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘intends,’’ ‘‘anticipates,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’ ‘‘potential,’’ or ‘‘continue’’ or the negative of such terms or other comparable terminology. Although we believe the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. Readers are cautioned not to place too much reliance on these forward-looking statements, which speak only as of the date hereof. We are under no duty to update any forward-looking statement after the date of this Report.

BUSINESS OVERVIEW

We operate our business through our wholly-owned subsidiaries Shenzhen Anytone Technology Co., Ltd. ("Shenzhen Anytone") and Shenzhen Kim Fai Solar Energy Technology Co., Ltd. ("Kim Fai"), companies incorporated under the laws of the Peoples’ Republic of China (“PRC” or “China”).

Through our subsidiaries, we manufacture and distribute lithium battery related products, solar panels, and solar related products in China. Our marketing team maintains relationships with our current customers and also searches for potential new customers. We seek to maintain and strengthen our position as a provider of lithium battery related products, solar panels, and solar related products while we also strive to improve the breadth of our product line and to improve the quality of our products.

InThe ~~August~~lithium ~~2008~~battery was created in the 1990s, ~~under~~with the ~~then~~first ~~depressed~~mass ~~economic~~production ~~environment~~in 1993 in Japan. Lithium batteries were first used in notebook computers and now are used in cellular phones, ~~management~~video machines, laptops, digital cameras, MP3 players, global positioning satellite systems, 3G communication devices, hybrid cars and other electronic products. Batteries are becoming smaller, lighter, more efficient, longer lasting and free of pollution. Lithium battery energy/weight ration is higher than other batteries on the ~~Company~~market. ~~made~~With ~~some~~an ~~adjustments~~excellent tosafety ~~keep~~standard. We believe lithium battery is the ~~Company~~future ~~running~~of ~~and~~the ~~growing~~industry. ToAccording ~~keep~~to Market Research, the ~~existing~~market for lithium ion battery ~~pack~~is ~~accessories~~expected ~~segment,~~to reach $43 billion by 2020. China has become one of the ~~Company~~largest ~~expanded~~producers ~~into~~and aconsumers ~~related~~of ~~field~~lithium –ion ~~finished~~batteries. ~~battery~~We ~~packs’~~anticipate ~~assembly~~there will be greater demand for lithium batteries in China and ~~distribution~~worldwide in the next few years. We believe the current trend towards smaller, tolighter ~~diversify~~portable ~~our~~consumer ~~line~~products will continue and because of ~~products;~~its ~~consequently~~size, the ~~Company~~demand ~~competes~~for inlithium ~~the~~batteries ~~entire~~will ~~battery~~keep ~~industry~~increasing.

~~Lithium~~Having ~~battery~~engaged ~~was created~~ in the ~~1990s,~~battery ~~with~~business ~~the~~for ~~first~~years, ~~mass~~management ~~production~~of inthe ~~1993~~Company inhas ~~Japan.~~accumulated ~~Lithium~~abundant ~~batteries~~knowledge ~~were~~about ~~first~~the ~~used~~battery ~~in notebook computers and now are used in cellular phones~~industry, ~~video~~established ~~machines,~~a ~~laptops,~~network ~~digital~~among ~~cameras,~~battery ~~MP3~~companies ~~players,~~which ~~global~~are ~~positioning~~both ~~satellite~~upstream ~~systems, 3G communication devices, hybrid cars~~ and ~~other~~downstream ~~electronic~~in ~~products.~~the ~~Batteries~~battery ~~are~~distribution ~~becoming smaller~~flow, ~~lighter,~~and ~~more~~gained ~~efficient,~~a ~~longer~~lot ~~lasting~~of ~~and~~experience ~~free~~in ofbattery ~~pollution~~distribution. ~~Lithium~~ ~~battery~~Assembling ~~energy/weight~~and ~~ration~~distributing isfinished ~~higher than other~~ batteries onhas ~~the~~a ~~market.~~higher ~~With~~profit anmargin ~~excellent~~than ~~safety~~manufacturing ~~standard. We beleive lithium~~ battery isaccessories, ~~the~~so ~~future~~management of the ~~industy.~~Company believed ~~According~~our ~~to Market Research, the market for lithium ion~~ battery isdistribution ~~expected~~business ~~to reach $43 billion by 2020. China has become one of the largest producers and consumers of lithium ion batteries. We anticipate there~~ will be ~~greater~~profitable ~~demand~~due ~~for~~to ~~lithium batteries in China and worldwide in~~ the ~~next~~Company’s ~~few~~outstanding ~~years.~~battery Wequality ~~believe the current trend towards smaller, lighter portable consumer products will continue~~ and ~~because~~strong ofdistribution ~~its size, the demand for lithium batteries will keep increasing~~network.

2726

~~Having~~On ~~engaged~~December in7, ~~the~~2009, ~~battery~~we ~~business~~closed ~~for~~the ~~years,~~transactions ~~management~~contemplated ofby the ~~Company~~share ~~has~~exchange ~~accumulated~~agreement ~~abundant~~dated ~~knowledge~~November ~~about~~19, ~~the~~2009 ~~battery~~with ~~industry,~~Anytone ~~established~~International a(HK) ~~network~~Co., ~~among~~Ltd. ~~battery~~(“Anytone ~~companies~~International”) ~~which~~and ~~are~~Shenzhen ~~both~~Anytone. ~~upstream~~Shenzhen ~~and~~Anytone ~~downstream~~is in the ~~battery~~Chinese ~~distribution~~operating ~~flow,~~subsidiary ~~and~~of ~~gained~~Anytone aInternational, ~~lot~~collectively ofreferred ~~experience~~to ina ~~battery distribution~~“Anytone.” ~~Assembling~~Pursuant ~~and~~to ~~distributing~~the ~~finished~~share ~~batteries~~exchange ~~has~~agreement, awe ~~higher~~issued ~~profit~~the ~~margin~~shareholders ~~than~~of ~~manufacturing~~Anytone ~~battery~~International ~~accessories~~3,593,939 soshares ~~management~~ of the Company ~~believed~~'s ~~our~~restricted ~~battery~~common ~~distribution~~stock ~~business~~and ~~will~~paid be$10,000,000 ~~profitable~~in ~~due~~cash toAnytone ~~the~~is ~~outstanding~~engaged ~~battery~~in ~~quality~~the ~~and~~production ~~strong~~of ~~distribution~~mobile ~~network~~power ~~the~~and ~~Company~~related ~~has~~power backup products.

OnThrough ~~December 7~~Anytone, ~~2009,~~ we ~~closed~~develop ~~the~~and ~~transactions~~market ~~contemplated~~our bybranded ~~the~~mobile ~~share~~power ~~exchange~~and ~~agreement~~related ~~dated~~power ~~November~~backup ~~19,~~devices. ~~2009~~Shenzhen ~~with~~ Anytone ~~International~~was ~~(HK)~~founded ~~Co.,~~in ~~Ltd.~~2005 ~~(“Anytone~~and ~~International”)~~has ability ~~and~~in ~~Shenzhen~~Research ~~Anytone.~~and ~~Pursuant~~Development to("R&D") ~~the~~and ~~share~~marketing. ~~exchange~~In ~~agreement~~addition, ~~we issued the shareholders of~~ Anytone ~~International~~has ~~3,593,939~~built ~~shares~~its ofbrand ~~the~~name ~~Company's~~in ~~restricted~~China ~~common stock~~ and ~~paid~~its ~~$10,000,000~~products inare ~~cash.~~sold ~~Shenzhen~~to ~~Anytone~~end isconsumers ~~the~~directly. ~~Chinese~~By ~~operating~~focusing ~~subsidiary~~on ofR&D ~~Anytone~~and ~~International~~marketing, ~~collectively~~Anytone ~~referred~~only toproduces asample ~~“Anytone.”~~products ~~Anytone~~in-house isfor ~~engaged~~testing. It inprimarily ~~the~~outsources its production ofto ~~mobile~~third ~~power~~parties ~~and~~it ~~related~~has ~~power backup products~~certified.

Through Anytone, we develop and market our branded mobile power and related power backup devices. Shenzhen Anytone was founded in 2005 and has ability in Researh and Development ("R&D") and marketing. In addition, Anytone has built its brand name in China and its products are sold to end consumers directly. By focusing on R&D and marketing, Anytone only produces sample products in-house for testing. It primarily outsources its production to third parties it has certified.

Mobile power units are lithium ion batteries’ application products. Currently, more and more advanced portable consumer electronic products are introduced to the market, such as laptops, smartphones, tablet PCs, etc. All these products consume power at a high rate. The original single lithium ion battery is not enough to support these products. Mobile power units are the solution. Compared to the creation of lithium ion battery in the 1990s, mobile power was started around 10 years ago and became popular and competitive in the past few years. The increasing competition is due to 1) increasing demand – many consumers have more than one portable consumer electronic device which need power support; 2) higher profits – mobile power units are sold to end consumers directly; 3) low technology limit – a mobile power unit includes three major components, battery cells, PCBs and cases. Therefore, most lithium ion battery related manufacturers can easily find a niche market; 4) no industry standards – mobile power is still a new business in the lithium ion battery industry without official standards. Therefore, this market is rampant with counterfeit products. However, we believe this market is still in its early stage. Once official industry standards are created and the consumers’ feedbacks are accumulated, only those products with real quality will survive.

On January 12, 2010, we closed the transactions contemplated by the share exchange agreement dated December 11, 2009 with NewPower. Pursuant to the share exchange agreement, our Chinese subsidiary E’~~jenie~~Jenie acquired NewPower. We issued the shareholders of NewPower 1,823,346 shares of the Company’s restricted common stock and paid them $3,000,000 in cash. NewPower is engaged in manufacturing and distribution of lithium battery cells.

On November 10, 2010, the Company’s subsidiary, Shenzhen Anytone executed a share exchange agreement to acquire from all the equity interest of Kim Fai, a Chinese company engaging in the technology development and sale of solar application products and solar energy batteries, all shareholders of Kim Fai. The price for the total outstanding stock of Kim Fai was $13,303,236 paid in cash, and 1,913,265 shares of common stock valued at $14,999,998, which was determined by multiplying the 1,913,265 shares by the stock price of New Energy on November 10, 2010. As of September 30, 2011, $13,303,326 was paid and 1,913,265 shares were issued.

On November 24, 2011, the Company entered into an Equity Transfer Agreement (“Equity Transfer”) with Xuemei Fang (“Fang”) and Weirong Xu (“Xu”, and together with Fang, the “Buyers”) to transfer 100% of the equity interest of Billion Electronics Limited (BVI) to the buyers for RMB85,553,892 ($13,578,043). The selling price equaled the appraised value of Billion Electronics, including its wholly owned subsidiaries E’Jenie and NewPower, less RMB153,033,107 ($24,287,500) of debt the Company owed E’Jenie, which shall be cancelled upon completion of the Equity Transfer. Xu is the Director of Marketing of NewPower and Fang is the Vice President of E’Jenie. As of ~~June~~September 30, 2012, the Company received RMB 36,189,824 ($5,~~721~~707,~~802~~274) and had an outstanding receivable of RMB 49,364,068 ($7,~~804~~784,~~719~~903).

During the third quarter of 2011, the Company performed ~~annual~~ goodwill impairment assessment for NewPower. During the fourth quarter of 2011, the Company performed ~~annual~~ goodwill impairment assessment for Anytone and Kim Fai. The goodwill balance prior to the impairment charge was $60,858,842 and was established primarily as a result of a series acquisition of NewPower, Anytone and Kim Fai in 2010 and 2011. The Company completed the step one analysis using a combination of market capitalization approach and discounted cash flow. The market capitalization approach uses the Company’s publicly traded stock price to determine fair value (“FV”). The Discounted Cash Flow (“DCF”) method uses revenue and expense projections and risk-adjusted discount rates. The process of determining FV is subjective and requires management to exercise judgment in determining future growth rates, discount and tax rates and other factors. The current economic environment has impacted the Company’s ability to forecast future demand and has in turn resulted in the use of higher discount rates, reflecting the risk and uncertainty in current markets. The results of the step one analysis indicated potential impairment in NewPower and Anytone reporting units, which were corroborated by a combination of factors including a significant and sustained decline in the market capitalization, which was significantly below the book value, and the deteriorating macro environment, which has resulted in a decline in expected future demand. The Company therefore performed the second step of the goodwill impairment assessment for NewPower and Anytone to quantify the amount of impairment. This involved calculating the implied FV of goodwill, determined in a manner similar to a purchase price allocation, and comparing the residual amount to the carrying amount of goodwill. Based on the analysis incorporating the declining market capitalization in 2011, as well as the significant end market deterioration and economic uncertainties impacting expected future demand including continued slow-down of the battery industry in China, and increased competition resulting from counterfeit products and decreased selling price from other manufacturers. The Company concluded the entire goodwill balance of NewPower of $14,306,538 and a portion of Anytone’s goodwill of $7,405,344 were impaired and recorded in operating expense. The goodwill impairment charge is non-cash. The goodwill impairment charge is not deductible for income tax purposes and, therefore, the Company did not record a corresponding tax benefit in 2011. On December 9, 2011, the Company disposed its subsidiaries Billion, E’~~jenie~~Jenie and NewPower. As of ~~June~~September 30, 2012, due to continuing losses, utilizing DCF analysis, the Company concluded intangible assets (primarily patents) and goodwill were impaired in the amounts of $56,~~711~~086,~~877~~840 and $210,~~708~~058,~~219~~113, respectively.

2827

Effective on January 13, 2012, Kim Fai’s business, including all the assets and liabilities, were transferred into Shenzhen Anytone to maximize operational efficiency and save costs. All of Kim Fai’s products will be sold under the “Anytone” brand name. Kim Fai was owned 100% by Shenzhen Anytone; accordingly, this business transfer was recorded at historical cost due to the equity being under common control. Kim Fai will be dissolved after the transfer and is currently in the process of deregistration.

RESULTS OF OPERATIONS

Three Months Ended ~~June~~September 30, 2012 Compared to the Three Months Ended ~~June~~September 30, 2011

The following table presents certain consolidated statements of operations information for the three months ended ~~June~~September 30, 2012 and 2011. The discussion following the table is based on these results. Certain columns may not add due to rounding.

	2012			% of Sales			2011			% of Sales
Net sales
Battery	$	1,~~991~~698,~~447~~783			5547	%	$	41,~~984~~703,~~984~~729			4526	%
Solar panel		1,~~598~~937,~~897~~476			4553	%		64,~~161~~973,~~054~~124			5574	%
Total revenue		3,590,344			100	%		11,146,038			100	%
Total sales		3,636,259			100	%		6,676,853			100	%
Cost of sales
Battery		1,~~763~~551,~~945~~795			4943	%		2800,~~466,610~~633			2212	%
Solar panel		1,~~527~~845,~~426~~789			4351	%		4,~~676~~667,~~631~~322			4270	%
Total cost of sales		3,~~291~~397,~~371~~584			9293	%		75,~~143~~467,~~241~~955			6482	%
Gross profit		~~298~~238,~~973~~675			87	%		41,~~002~~208,~~797~~898			3618	%
Operating expenses
Selling		~~323~~173,~~378~~520			95	%		~~276~~283,~~110~~284			24	%
General and administrative		1,~~576~~597,~~709~~636			44	%		1,~~273~~541,~~582~~875			1123	%
Impairment of goodwill and intangible assets		87,~~420~~724,~~096~~857			~~235~~212	%		-			-	%
Total operating expenses		109,~~320~~496,~~183~~013			~~287~~261	%		1,~~549~~825,~~692~~159			1427	%
Income (loss) from operations		(10,021,210	)		(279	)%		2,453,105			22	%
Loss from operations		(9,257,338	)		(255	)%		(616,261	)		(9	)%
Other income, net		98,~~758~~801			-0.24	%		25,~~898~~450			-0.08	%
Income (loss) before income taxes		(10,011,452	)		(279	)%		2,456,003			22	%
Loss before income taxes		(9,248,537	)		(254	)%		(610,811	)		(9	)%
Income tax expense (benefit)		114,884			3	%		(668,954	)		(6	)%
Income tax benefit		(1,667,253)			(46)	%		(85,269	)		(1	)%
Income (loss) from continued operations, net of tax		(9,896,568	)		(276	)%		1,787,049			16	%
Loss from continuing operations, net of tax		(7,581,284	)		(208	)%		(525,542)	)		(8)	%
Income from discontinued operations, net of tax		-			-	%		1,359,824			12	%
Loss from discontinued operations, net of tax		-			-	%		(16,327,666	)		(245	)%
Net income (loss)	$	(9,896,568	)		(276	)%	$	3,146,873			28	%
Net loss	$	(7,581,284	)		(208	)%	$	(16,853,208	)		(252	)%

2928

Net Sales

Net sales for the three months ended ~~June~~September 30, 2012 was $3.5964 million, compared to $116.1568 million for the comparable period of 2011, a decrease of $73.5604 million or 6846%. Battery ~~production and~~ sales, ~~mainly from Anytone,~~ was $21.0070 million for the three months ended ~~June~~September 30, 2012 ~~compared to $4.98 million~~ and in the comparable period of 2011~~, a decrease of $2~~.99 ~~million or 60%.~~ Sales of solar products was $1.6094 million in the three months ended ~~June~~September 30, 2012, compared to $64.1697 million in the comparable period of 2011, a decrease of $43.5604 million or 7461%. The decrease ~~was~~in ~~mainly~~sales of Kim Fai (solar products) was due to (1) ~~the~~overall ~~battery~~depress ~~industry~~of ~~being~~the ~~depressed~~solar inproducts ~~China~~industry, ~~and~~many ~~market~~companies ~~competition~~were ~~intensifying~~shut down; ~~and~~ (2) ~~integration~~increased ofcompetition ~~the~~which ~~business~~resulted ~~section, resulting~~ in ~~reduced production and~~ a ~~71%~~lower ~~decrease~~profit inmargin; ~~sales~~and ~~volume~~(3) ofrestrictions ~~batteries~~from ~~during~~foreign ~~the three months ended June 30, 2012 as compared to the same period of 2011~~countries.

Cost of Sales

Cost of Sales ("COS") for the three months ended September 30, 2012 was $3.40 million, compared to $5.47 million for the comparable period of 2011, a decrease of $2.07 million, or 38% due to decreased sales and production volume.

~~Cost~~COS for the battery segment was $1.55 million, or 91% of ~~Sales~~total ~~("COS")~~battery revenue, for the three months ended ~~June~~September 30, 2012 ~~was $3.29 million~~, as compared to $70.1480 million, or 47%, for the comparable period of 2011, aan ~~decrease~~increase of $30.8575 million, or 5494% ~~due to decreased sales and production volume~~.

COS for solar products for the ~~battery~~three ~~segment~~months ended September 30, 2012 was $1.7685 million, or 8995% of ~~total~~solar ~~battery~~products ~~revenue~~sales, ~~for~~as ~~the three months ended June 30, 2012,~~ compared to $24.4767 million, or 4994%, of sales for the comparable period of 2011, a decrease of $02.7082 million, or 2860%.

The decrease of total COS ~~for~~was ~~solar~~due ~~products~~to decreased sales and production volume. The percentage increase for COS to sales was mainly due to the ~~three~~increase ~~months~~of ~~ended~~direct ~~June~~labor 30cost and the price increase of certain raw materials, ~~2012~~as ~~was~~well $1as decreased production and sales volume.53 As ~~million~~a result, orthe ~~95%~~increased ofvariable ~~solar~~cost absorbed by products ~~sales,~~increased asin ~~compared~~the tothree ~~$4.68~~months ~~million~~ended orSeptember ~~76%~~30, of2012 ~~sales~~compared ~~for~~to the comparable period of 2011,. We raised our employees’ salaries as a ~~decrease~~result of $3overall inflation in China. Our workshop workers' base salary increased 15% ~~million~~in the three months ended September 30, or2012 ~~67%~~compared to the comparable period of 2011.

The decrease of total COS was due to decreased sales and production volume. The percentage increase for COS to sales was mainly due to the increase of direct labor cost and the price increase of certain raw materials, as well as decreased production and sales volume. As a result, the increased variable cost absorbed by products increased in the three months ended June 30, 2012 compared to the comparable period of 2011. We raised our employees’ salaries as a result of overall inflation in China. Our workshop workers' base salary increased 15% in the three months ended June 30, 2012 compared to the comparable period of 2011.

Operating Expenses

Selling, general and administrative expenses, excluding goodwill and intangible asset impairment were $1.9077 million for the three months ended ~~June~~September 30, 2012 , or 5349% of net ~~revenue~~sales, as compared to $1.5583 million, or 1427% of net ~~revenue~~sales, for the comparable period of 2011, an ~~increase~~decrease of $0.35054 million, or 233%.

Selling expenses for the three months ended ~~June~~September 30, 2012 were $0.3217 million, or 95% of net ~~revenue~~sales, compared to $0.28 million, or 24% of net ~~revenue~~sales, for the comparable period of 2011, ana ~~increase~~decrease of $0.0511 million, or 1739%, which was mainly due to the ~~increased~~decreased ~~marketing~~sales ~~expenses including $0.11 million of advertisement~~ and ~~promotional~~marketing ~~expenses of $0~~activities.~~11 million.~~

General and administrative (“G&A”) expenses for the three months ended ~~June~~September 30, 2012 were $1.5860 million, or 44% of net ~~revenue~~sales, compared to $1.2754 million, or 1123% of net ~~revenue~~sales, for the comparable period of 2011. The increase in G&A expenses of $0.3006 million was mainly due to the ~~increase~~increased ~~of $0.19 million of~~ employees’ salaries and welfare expenses. For the three months ended ~~June~~September 30, 2012 and 2011, the US parent company recorded $0.4635 million and $0.33 million as G&A expenses, respectively. These expenses mainly included stock compensation expense to business development consultants and an IR firm, stock option and warrant compensation paid to our directors and employees and certain expenses relating to being a public company in the US, such as accounting and legal fees.

During the three months ended June 30, 2012, the Company performed a goodwill and intangible asset impairment test resulting in $8.42 million impairment to goodwill and intangible assets of Anytone and Kim Fai.29

During the three months ended September 30, 2012, the Company performed a goodwill and intangible asset impairment test resulting in $1.64 million and $6.08 million impairment to goodwill and intangible assets , respectively.

Loss From Discontinued Operations, net of tax

Net income from discontinued operations, net of tax was $0 for the three months ended September 30, 2012, as compared to net loss of $16.33 million for the comparable period of 2011, which was mainly from the disposed subsidiaries, Shenzhen NewPower Technology Development Co., Ltd. ("NewPower") and E’Jenie Technology Development Co., Ltd. ("E’Jenie").

Net Loss

Net loss for the three months ended September 30, 2012 was $7.58 million compared to net loss of $16.85 million for the comparable period of 2011, a decrease of $9.27 million, or 55%, mainly due to discontinued operations loss in the third quarter of 2011.

Nine Months Ended September 30, 2012 Compared to the Nine Months Ended September 30, 2011

The following table presents certain consolidated statements of operations information for the nine months ended September 30, 2012 and 2011. The discussion following the table is based on these results. Certain columns may not add due to rounding.

	2012			% of Sales			2011			% of Sales
Net sales
Battery	$	6,687,091			55	%	$	13,657,611			45	%
Solar panel		5,494,777			45	%		16,649,096			55	%
Total sales		12,181,868			100	%		30,306,707			100	%

Cost of sales
Battery		6,191,309			51	%		6,546,438			21	%
Solar panel		5,235,908			43	%		13,220,831			44	%
Total cost of sales		11,427,217			94	%		19,767,269			65	%

Gross profit		754,651			6	%		10,539,438			35	%

Operating expenses
Selling		892,253			7	%		881,257			3	%
General and administrative		4,839,943			40	%		4,197,889			14	%
Impairment of goodwill and intangible assets		16,144,953			133	%		-			-	%
Total operating expenses		21,877,149			180	%		5,079,146			17	%

Income (loss) from operations		(21,122,498	)		(173	)%		5,460,292			18	%

Other income, net		25,478			0.21	%		12,237			0.04	%

Income (loss) before income taxes		(21,097,020	)		(173	)%		5,472,529			18	%

Income tax expense (benefit)		(1,966,866	)		(16)	%		1,570,786			5	%

Income (loss) from continuing operations, net of tax		(19,130,154	)		(157	)%		3,901,743			13	%
Loss from discontinuing operations, net of tax		-			-	%		(12,147,523	)		(40	)%
Net loss	$	(19,130,154	)		(157	)%	$	(8,245,780	)		(27	)%

Income From Discontinued Operations, net of tax

Net income from discontinued operations, net of tax was $0 for the three months ended June 30, 2012, as compared to $1.36 million for the comparable period of 2011, which was mainly from the disposed subsidiaries, Shenzhen NewPower Technology Development Co., Ltd. ("NewPower") and E’Jenie Technology Development Co., Ltd. ("E’Jenie").

Net Income (Loss)

Net loss for the three months ended June 30, 2012 was $9.90 million compared to net income of $3.15 million for the comparable period of 2011, a decrease of $13.04 million, or 414%, mainly due to goodwill impairment of $8.42 million in the first quarter of 2012.

Six Months Ended June 30, 2012 Compared to the Six Months Ended June 30, 2011

The following table presents certain consolidated statements of operations information for the six months ended June 30, 2012 and 2011. The discussion following the table is based on these results. Certain columns may not add due to rounding.

	2012			% of Sales			2011			% of Sales
Net sales
Battery	$	4,988,308			58	%	$	11,953,882			51	%
Solar panel		3,557,301			42	%		11,675,972			49	%
Total revenue		8,545,609			100	%		23,629,854			100	%
Cost of sales
Battery		4,639,514			93	%		5,745,805			48	%
Solar panel		3,390,119			95	%		8,553,509			73	%
Total cost of sales		8,029,633			94	%		14,299,314			61	%
Gross profit		515,976			6	%		9,330,540			39	%
Operating expenses
Selling		718,733			8	%		597,973			3	%
General and administrative		3,242,307			38	%		2,656,014			11	%
Impairment of goodwill and intangible assets		8,420,096			99	%		-			-	%
Total operating expenses		12,381,136			145	%		3,253,987			14	%
Income (loss) from operations		(11,865,160	)		(139	)%		6,076,553			25	%
Other income, net		16,677			-	%		6,787			-	%
Income (loss) before income taxes		(11,848,483	)		(139	)%		6,083,340			25	%
Income tax expense (benefit)		299,613			4	%		(1,656,055	)		(7	)%
Income (loss) from continued operations, net of tax		(11,548,870	)		(135	)%		4,427,285			18	%
Income from discontinued operations, net of tax					-	%		4,180,143			18	%
Net income (loss)	$	(11,548,870	)		(135	)%	$	8,607,428			36	%

Net Sales

Net sales for the ~~six~~nine months ended ~~June~~September 30, 2012 was $812.5518 million, compared to $2330.6331 million for the comparable period of 2011, a decrease of $1518.0812 million or 6460%. Battery ~~production and~~ sales, ~~mainly from Anytone,~~ was $46.9969 million for the ~~six~~nine months ended ~~June~~September 30, 2012 compared to $1113.9566 million in the comparable period of 2011, a decrease of $6.97 million or 5851%. The decrease was mainly due to (1) the battery industry being depressed in China and market competition intensifying; and (2) integration of the business section, resulting in reduced production during the three months ended September 30, 2012 as compared to the same period of 2011. Sales of solar products was $35.5649 million in the ~~six~~nine months ended ~~June~~September 30, 2012, compared to $1116.6865 million in the comparable period of 2011, a decrease of $811.1215 million or 7067%. The decrease ~~was~~in ~~mainly~~sales of Kim Fai (solar products) was due to (1) ~~the~~overall ~~battery~~depress ~~industry~~of ~~being~~the ~~depressed~~solar inproducts ~~China~~industry, many ~~and~~companies ~~market~~were ~~competition~~shut ~~intensifying~~down; ~~and~~ (2) ~~integration~~increased ofcompetition ~~the~~which ~~business~~resulted ~~section, resulting~~ in ~~reduced production and~~ a ~~71%~~lower ~~decrease~~profit inmargin; ~~sales~~and ~~volume~~(3) ofrestrictions ~~batteries~~from ~~during~~foreign ~~the three months ended June 30, 2012 as compared to the same period of 2011~~countries.

Cost of Sales

COS for the ~~six~~nine months ended ~~June~~September 30, 2012 was $811.0343 million, as compared to $1419.3077 million for the comparable period of 2011, a decrease of $68.2734 million, or 4442% due to decreased sales and production volume.

COS for the battery segment was $46.6419 million, or 93% of total battery revenue, for the ~~six~~nine months ended ~~June~~September 30, 2012, as compared to $56.7555 million, or 48%, for the comparable period of 2011, a decrease of $10.1136 million, or 195%.

COS for solar products for the ~~six~~nine months ended ~~June~~September 30, 2012 was $35.3924 million, or 95% of solar products sales, as compared to $813.5522 million or 7379% of sales, for the comparable period of 2011, a decrease of $57.1698 million, or 60%.

The decrease onof total COS was due to decreased sales and production volume. The percentage increase for COS to sales was mainly due to the increase of direct labor cost and the price increase of certain raw materials, as well as decreased production and sales volume. As a result the increased variable cost absorbed by products increased in the ~~six~~nine months ended ~~June~~September 30, 2012 compared to the comparable period of 2011. We ~~raisedour~~raised our employees’ salaries as a result of overall inflation in China. ~~For~~The base salary of our workshop workers, ~~their base salary~~ increased 15% in 2012 compared to the Comparable period of 2011.

Operating Expenses

Operating expenses, excluding goodwill and intangible asset impairment, for the ~~six~~nine months ended ~~June~~September 30, 2012 were $35.9673 million, or 4947% of net ~~revenue~~sales, compared to $35.2508 million, or 1417% of net revenue, for the comparable period of 2011, an increase of $0.7165 million, or 2213%.

Selling expenses for the ~~six~~nine months ended ~~June~~September 30, 2012 were $0.7289 million, or 87% of net ~~revenue~~sales, compared to $0.6088 million, or 3% of net ~~revenue~~sales, for the comparable period of 2011, an increase of $0.1201 million, or 201%, which ~~was~~remain ~~mainly~~the ~~due~~same compared to the ~~increased~~same ~~marketing~~period ~~expenses including advertisement and promotional expenses~~ of $02011.~~18 million.~~

G&A expenses for the ~~six~~nine months ended ~~June~~September 30, 2012 were $34.2484 million, or 3840% of net ~~revenue~~sales, compared to $24.6620 million, or 1114% of net ~~revenue~~sales, for the comparable period of 2011. The increase in G&A expenses of $0.5964 million was mainly due to the increase of $0.5823 million of employees’ salary and welfare expenses. For the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011, the US parent company recorded $01.8519 million and $01.8215 million as G&A expenses, respectively. These expenses mainly included stock compensation expense to business development consultants and an IR firm, stock option and warrant compensation paid to our directors and employees and certain expenses relating to being a public company in the US, including accounting and legal fees.

During the nine ~~six~~ months ended ~~June~~September 30, 2012, the Company performed goodwill and intangible assets impairment test resulting in $810.4206 million and $6.09 million impairment to goodwill and intangible assets, ~~of Anytone and Kim Fai~~respectively.

~~Income From Discontinued Operations, net of tax~~31

~~Net~~Loss ~~income~~From ~~from~~Discontinued ~~discontinued operations~~Operations, net of tax ~~for the six months ended June 30, 2012 was $0 compared to $4.18 million for the comparable period of 2011, which was mainly from the disposed subsidiaries, NewPower and E’Jenie.~~

Net ~~Income~~loss ~~(Loss)~~from discontinued operations, net of tax for the nine months ended September 30, 2012 was $0 compared to $12.15 million for the comparable period of 2011, which was mainly from the disposed subsidiaries, NewPower and E’Jenie.

Net loss for the six months ended June 30, 2012 was $11.55 million compared to net income of $8.61 million for the comparable period of 2011, a decrease of $20.16 million, or 234%, due to the reasons listed above.Loss

Net loss for the nine months ended September 30, 2012 was $19.13 million compared to net loss of $8.25 million for the comparable period of 2011, an increase of $10.88 million, or 132%, due to the reasons listed above.

LIQUIDITY AND CAPITAL RESOURCES

Our operations and liquidity needs are funded primarily through cash flows from operations, short term financing and sale of ~~Compay~~Company stock. Cash and equivalents were $~~9,033,416~~10.35 million as of ~~June~~September 30, 2012. Working capital as of ~~June~~September 30, 2012 was $~~22,246,998~~19.06 million.

32The following is a summary of cash provided by or used in each of the indicated types of activities during the nine months ended September 30, 2012 and 2011:

The following is a summary of cash provided by or used in each of the indicated types of activities during the six months ended June 30, 2012 and 2011:

	2012			2011
Cash provided by (used in):
Operating Activities		$	332,423		$	2,873,708
Investing Activities			5,538,993			(84,771)
Financing Activities			-			(6,715,116)

	2012			2011
Cash provided by (used in):
Operating Activities		$	(75,095)		$	6,561,484
Investing Activities			4,609,683			(12,964	)
Financing Activities			-			(6,669,773	)

Net cash provided by operating activities was $332,423 for the nine months ended September 30, 2012 compared to $2.87 million provided by operating activities for the comparable period of 2011. The decrease in net cash provided by operating activities for the nine months ended September 30, 2012 was mainly due to the net loss in the period and our timely payment of accounts payable, however, offset by the payment on accounts receivable from our customers for the nine months ended September 30, 2012.

Net cash ~~used~~provided inby ~~operating~~investing activities was $~~75,095~~5.54 million for the ~~six~~nine months ended ~~June~~September 30, 2012 compared to $~~6.56~~84,771 ~~million~~cash ~~provided~~used byin ~~operating activities for~~ the comparable period of 2011. The ~~decrease in net~~ cash provided byin ~~operating activities for~~ the ~~six~~nine months ended ~~June~~September 30, 2012 was mainly ~~due~~from to the ~~net~~payment ~~loss~~of in$5.73 ~~the~~million ~~period~~from ~~and our~~the ~~timely~~sale ~~payment~~ of ~~accounts~~disposed ~~payable.~~subsidiaries; Weoffset ~~have~~by ~~experienced~~$0.18 ~~timely~~million ~~payment~~used ~~from~~for ~~our~~fixed ~~customers~~assets. ~~for~~During the ~~six~~nine months ended ~~June~~September 30, ~~2012~~2011, $0.08 million used was for the purchase of fixed assets.

Net cash ~~provided~~used byin ~~investing~~financing activities was $~~4.61~~0 ~~million~~ for the ~~six~~nine months ended ~~June~~September 30, 2012, compared to $~~12,964~~6.72 ~~cash~~million ~~used~~for in the comparable period of 2011. ~~The~~During ~~cash provided in~~ the ~~six~~nine months ended ~~June~~September 30, ~~2012~~2011, ~~was mainly from~~ the ~~sale~~cash ofoutflow ~~disposed~~was ~~subsidiaries.~~due ~~During~~to the ~~six~~repayment ~~months~~of ~~ended June 30, 2011,~~ the ~~cash~~Kim ~~used~~Fai ~~was~~acquisition ~~for~~liability ~~the purchase~~ of ~~fixed~~$6.80 ~~assets~~million.

Net cash used in financing activities was $0 for the six months ended June 30, 2012, compared to $6.67 million for the comparable period of 2011. During the six months ended June 30, 2011, the cash outflow was due to the repayment of the Kim Fai acquisition liability of $6.76 million.

Working Capital Requirements

Historically, cash from operations, short term financing and the sale of our Company stock have been sufficient to meet our cash needs. We believe we will be able to generate sufficient cash from operations to meet our working capital needs. However, our actual working capital needs for the long and short term will depend upon numerous factors, including operating results, competition, and the availability of credit facilities, none of which can be predicted with certainty. Future expansion will be limited by economic environment for the industry and opportunities and availability of financing and raising capital by selling stock.

Loan Agreement with Chuangding Investment Consulting (Shenzhen) Co., Ltd.

As of ~~June~~September 30, 2012 and December 31, 2011, the Company did not have an outstanding balance under the CIC Loan.

Loan Agreement with Beijing Guojincheng Asset Management Co., Ltd.

As of ~~June~~September 30, 2012 and December 31, 2011, the Company did not have an outstanding balance under the GJC Loan.

Critical Accounting Policies

While our significant accounting policies are more fully described in Note 2 to our consolidated financial statements, we believe the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis.

Basis of Presentation

The accompanying consolidated financial statements were prepared in conformity with generally accepted accounting principle in the United States (“US GAAP”). The Company’s functional currency is the Chinese Yuan Renminbi (“CNY” or “RMB”); however the accompanying consolidated financial statements were translated and presented in United States Dollars (“$” or “USD”).

Principles of Consolidation

The consolidated financial statements include the accounts of New Energy Systems Group and its wholly owned subsidiaries Anytone and Kim Fai, are collectively referred to the Company. All material intercompany accounts, transactions and profits were eliminated in consolidation.

Use of Estimates

Revenue Recognition

The Company manufactures and distributes batteries, battery shells and covers for portable consumer electronic devices in the PRC. The Company’s revenue recognition policies are in compliance with Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) 104 (codified in FASB ASC Topic 605). Sales revenue is recognized when a formal arrangement exists, the price is fixed or determinable, delivery is complete, no other significant obligations of the Company exist and collectability is reasonably assured. No revenue is recognized if there are significant uncertainties regarding the recovery of the consideration due or the possible return of goods. Payments received before satisfaction of all relevant criteria for revenue recognition are recorded as unearned revenue.

Sales revenue is the invoiced value of goods, net of value-added tax (“VAT”). All of the Company’s products sold in the PRC are subject to Chinese value-added tax of 17% of the gross sales price. This VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing the finished product. The Company records VAT payable and VAT receivable net of payments in the financial statements. The VAT tax return is filed offsetting the payables against the receivables. Sales and purchases are recorded net of VAT collected and paid as the Company acts as an agent for the government.

Recent Accounting Pronouncement

On July 27, 2012, the FASB issued ASU 2012-02, Intangibles-Goodwill and Other (Topic 350) - Testing Indefinite-Lived Intangible Assets for Impairment. The ASU provides entities with an option to first assess qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the indefinite-lived intangible asset is impaired. If an entity concludes that it is more than 50% likely that an indefinite-lived intangible asset is not impaired, no further analysis is required. However, if an entity concludes otherwise, it would be required to determine the fair value of the indefinite-lived intangible asset to measure the amount of actual impairment, if any, as currently required under US GAAP. The ASU is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. As of ~~June~~September 30, 2012, there is no other recently issued accounting standards not yet adopted that would have a material effect on the Company’s consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~N/A~~Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information 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.

Pursuant to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) (the Company's principal executive officer) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of ~~June~~September 30, 2012. Based upon that evaluation, the Company’s CEO and CFO noted a material weakness and concluded that the Company’s disclosure controls and procedures were not effective.

The Company’s material weakness in its internal control over financial reporting is related to a limited U.S. GAAP technical accounting expertise. The Company’s internal accounting department has been primarily engaged in ensuring compliance with PRC accounting and reporting requirements for our operating affiliates. As a result, our current internal accounting department responsible for financial reporting of the Company, on a consolidated basis, is relatively new to U.S. GAAP and the related internal control procedures required of U.S. public companies. Although the Company’s accounting staff is professional and experienced in accounting requirements and procedures generally accepted in the PRC, management has determined that they require additional training and assistance in U.S. GAAP matters. As a result of such evaluation, the Company's CEO concluded that, as of the date of evaluation, the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, or that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls

Our management, with the participation of our CEO and CFO, performed an evaluation as to whether any change in our internal controls over financial reporting occurred during the quarter ended ~~June~~September 30, 2012. Based on that evaluation, our CEO and CFO concluded that no change occurred in the Company's internal controls over financial reporting during the quarter ended ~~June~~September 30, 2012 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Class Action by Investors

Derivative Action by Shareholder

In April 2012, a shareholder derivative complaint entitled Campbell, et al. v. Yu, et al. was filed in the ~~US District Court for the~~ SDNY by a shareholder purporting to act on behalf of the Company against certain of the Company's current and former officers and directors, and the ~~company~~Company's independent auditor Goldman Kurland & Mohidin LLP. The Company is named as a nominal defendant. ~~The~~An amended complaint was filed in August 2012, which asserts causes of action for breach of fiduciary duty and gross mismanagement against the officer and director defendants, and a claim for unjust enrichment against the Company's auditor, based upon allegations that the defendants caused the Company to issue materially false and misleading statements relating to the Company’s financial performance, business prospects, and financial condition. The ~~complaints~~complaint ~~seek~~seeks, among other relief, compensatory damages, restitution and attorneys’ fees. ~~Plaintiffs' counsel has stated that they intend to file an amended complaint shortly.~~ None of the defendants have responded to the ~~original~~ complaint, and no discovery has occurred. The Company believes the ~~initial~~ complaint has no merit. While certain legal defense costs may be ~~later~~ reimbursed by the Company’s insurance carrier, no reasonable estimate of the outcome of the litigation or related legal fees on the financial statements can be made as of the date of this statement.

ITEM 1A. RISK FACTORS.

N/A.

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS.

On ~~June~~July 1123, 2012, the Company ~~granted~~entered ~~three~~into ~~year~~an ~~options~~amendment to ~~purchase~~certain ~~30,000,~~consulting ~~15,000~~agreement ~~and~~between ~~10,000 shares of~~ the Company’s ~~common stock to Elan Yaish, Li Liu~~ and ~~Shuxian Cui, the Company’s independent directors, respectively, at~~ an ~~exercise~~IR ~~price~~firm of(“Amended ~~$0.87~~Consulting ~~per share~~Agreement”). ~~The~~Pursuant ~~options~~to ~~vest~~the inAmended ~~two~~Consulting ~~equal installments~~Agreement, the ~~first~~Company ~~being~~issued on80,000 ~~the~~shares ~~date~~ of ~~grant~~its ~~and~~common ~~the~~stock ~~second~~in ~~being~~consideration onfor the ~~first~~services ~~anniversary of the date of grant~~provided.

OnThe ~~July~~securities ~~23,~~above ~~2012,~~were ~~the~~offered ~~Company~~and ~~entered~~sold ~~into~~pursuant to an ~~("Amendment")~~exemption tofrom the ~~Investor~~registration ~~Relations~~requirements ~~Consulting~~under ~~Agreement~~Section ~~dated December 14, 2011~~ 4(~~"Consulting Agreement"~~2), ~~between~~of the ~~Company~~Securities ~~and~~Act anof ~~IR firm. Originally~~1933, ~~the~~as ~~Company would pay $8~~amended,~~000~~ ~~per~~and ~~month~~Rule at506 ~~the first~~ of ~~each~~Regulation ~~month~~D ~~and~~promulgated ~~issue~~thereunder 40since,~~000~~ ~~shares~~among ofother things, the ~~Company's~~transactions ~~common~~did ~~stock~~not ininvolve ~~two~~a ~~equal~~public ~~installments.~~offering ~~Pursuant~~and to the ~~Amendment,~~securities ~~the~~were ~~Company~~acquired ~~shall~~for ~~cease~~investment ~~cash~~purposes ~~payments~~only ~~from the date of the Amendment~~ and ~~issue~~not ~~60,000~~with ~~shares~~a ofview ~~the~~to ~~Company's~~or ~~common~~for ~~stock~~sale in ~~the~~connection ~~second~~with ~~trench,~~any ~~instead~~distribution ~~of 20,000 share of the Company's common stock~~thereof.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

To our knowledge, there are no material defaults upon senior securities.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

(a)

Exhibits

Exhibit No.	Title of Document	Location
2.1	Share Exchange Agreement, dated February 14, 2006, between us, UPE Limited (Far East), Shenzhen Zhuo Tong Power Supply Industry Co., Ltd., and the shareholders of UPE Limited	Incorporated by reference as Exhibit 2.1 to Form 8-K filed February 21, 2006
2.2	Amended and Restated Share Exchange Agreement, dated March 22, 2006, between us, Galaxy View International Ltd., Shenzhen Sono, and the shareholders of Galaxy View International Ltd.	Incorporated by reference as Exhibit 2.1 to Form 8-K filed March 24, 2006
2.3	Share Exchange Agreement and Plan or Reorganization	Incorporated by reference as Exhibit 10.1 to Form 8-K filed September 29, 2004
3.1.1	Articles of Incorporation	Incorporated by reference as Exhibit 3(i)(1) to Form 8-K filed September 16, 2004
3.1.2	Amendment to Articles of Incorporation	Incorporated by reference as Exhibit 3(i)(2) to Form 8-K filed September 16, 2004
3.1.3	Amendment to Articles of Incorporation	Incorporated by reference as Exhibit 3(i)(3) to Form 8-K filed September 16, 2004
3.1.4	Certificate of Designation of Series A Convertible Preferred Stock	Incorporated by reference as Exhibit 3(i) to Form 8-K filed July 28, 2006
3.1.5	Certificate of Amendment to Articles of Incorporation	Incorporated by reference as Exhibit 3.1 to Form 8-K filed on November 19, 2009
3.1.6	Amendment to the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock	Incorporated by reference as Exhibit 3.1 to Form 8-K filed on October 21, 2010.
3.2	Bylaws	Incorporated by reference as Exhibit 3.4 to Form SB-2/A filed March 22, 2002
4.1	Form of Stock Certificate	Incorporated by reference as Exhibit 4.1 to Form SB-2/A filed March 22, 2002
4.2	2004 Equity Incentive Plan	Incorporated by reference as Exhibit 4.1 to Form S-8 filed March 2, 2004
4.3	Form of Class A, B and C Warrants	Incorporated by reference as Exhibit 4.3 to Form 10-KSB filed March 30, 2006
4.4	Form of Subscription Agreement dated March 17, 2004 by and among Jasmine's Garden and the Investors	Incorporated by reference as Exhibit 4.1 to Form 8-K filed March 22, 2004
4.5	2011 Equity Incentive Plan	Incorporated by reference as Exhibit 21.1 to Form 10-K filed April 2, 2012

10.1	Sales Contract dated April 21, 2005 between Shenzhan E'Jenine Science & Technology Co., LTD. and Shenzhen Gao Yi Electonics Co. LTD.	Incorporated by reference as Exhibit 10.1 to Form 8-K filed April 22, 2005
4.5	2011 Equity Incentive Plan	Incorporated by reference as Exhibit 21.1 to Form 10-K filed April 2, 2012
10.2	Sales Contract dated July 12, 2005 between Shenzhan E'Jenine Science & Technology Co., LTD. and Wuhan Jie Xin Communication Development Co., LTD.	Incorporated by reference as Exhibit 2.1 to Form 8-K filed July 14, 2005
10.1	Sales Contract dated April 21, 2005 between Shenzhan E'Jenine Science & Technology Co., LTD. and Shenzhen Gao Yi Electonics Co. LTD.	Incorporated by reference as Exhibit 10.1 to Form 8-K filed April 22, 2005
10.3	Sales Contract dated December 31, 2005 between Shenzhan E'Jenine Science & Technology Co., LTD. and Yin Si Qi Electronics Co.	Incorporated by reference as Exhibit 2.1 to Form 8-K filed January 6, 2006
10.2	Sales Contract dated July 12, 2005 between Shenzhan E'Jenine Science & Technology Co., LTD. and Wuhan Jie Xin Communication Development Co., LTD.	Incorporated by reference as Exhibit 2.1 to Form 8-K filed July 14, 2005
10.4	Loan Agreement dated March 10, 2006, between New Energy Systems Group and United Private Equity (The Pacific) Limited	Incorporated by reference as Exhibit 2.1 to Form 8-K filed March 15, 2006
10.3	Sales Contract dated December 31, 2005 between Shenzhan E'Jenine Science & Technology Co., LTD. and Yin Si Qi Electronics Co.	Incorporated by reference as Exhibit 2.1 to Form 8-K filed January 6, 2006
10.5	Employment Agreement dated December 10, 2009 between New Energy Systems Group and Weihe Yu	Incorporated by reference as Exhibit 21.1 to Form 10-K filed April 15, 2010
10.4	Loan Agreement dated March 10, 2006, between New Energy Systems Group and United Private Equity (The Pacific) Limited	Incorporated by reference as Exhibit 2.1 to Form 8-K filed March 15, 2006
10.6	Employment Agreement dated July 1, 2009 between New Energy Systems Group and Fushun Li	Incorporated by reference as Exhibit 21.1 to Form 10-K filed April 15, 2010
10.5	Employment Agreement dated December 10, 2009 between New Energy Systems Group and Weihe Yu	Incorporated by reference as Exhibit 21.1 to Form 10-K filed April 15, 2010
10.7	Employment Agreement dated September 1, 2009 between New Energy Systems Group and Junfeng Chen	Incorporated by reference as Exhibit 21.1 to Form 10-K filed April 15, 2010
10.6	Employment Agreement dated July 1, 2009 between New Energy Systems Group and Fushun Li	Incorporated by reference as Exhibit 21.1 to Form 10-K filed April 15, 2010
10.8	Share Exchange Agreement, dated November 10, 2010, by and among Shenzhen Anytone Technology Co. Ltd, Shenzhen Kim Fai Solar Energy Technology Co., Ltd., and the Company.	Incorporated by reference as Exhibit 10.1 to Form 8-K filed November 12, 2010
10.7	Employment Agreement dated September 1, 2009 between New Energy Systems Group and Junfeng Chen	Incorporated by reference as Exhibit 21.1 to Form 10-K filed April 15, 2010
10.9	Letter of Appointment, dated June 11, 2010, by and between Mr. Elan Yaish and the Company.	Incorporated by reference as Exhibit 10.1 to Form 8-K filed June 17, 2010
10.8	Share Exchange Agreement, dated November 10, 2010, by and among Shenzhen Anytone Technology Co. Ltd, Shenzhen Kim Fai Solar Energy Technology Co., Ltd., and the Company.	Incorporated by reference as Exhibit 10.1 to Form 8-K filed November 12, 2010
10.10	Lease Agreement, dated August 28, 2009, by and between Shenzhen Longgang District Tailian Industrial Development Co., Ltd. and Shenzhen NewPower Technology Co., Ltd.	Incorporated by reference as Exhibit 10.10 to Form 10-K filed March 28, 2011
10.9	Letter of Appointment, dated June 11, 2010, by and between Mr. Elan Yaish and the Company.	Incorporated by reference as Exhibit 10.1 to Form 8-K filed June 17, 2010
10.11	Lease Agreement, dated January 1, 2009, by and between China Great wall calculator Shenzhen Co., Ltd. And Shenzhen Anytone Technology Co., Ltd.	Incorporated by reference as Exhibit 10.11 to Form 10-K filed March 28, 2011
10.10	Lease Agreement, dated August 28, 2009, by and between Shenzhen Longgang District Tailian Industrial Development Co., Ltd. and Shenzhen NewPower Technology Co., Ltd.	Incorporated by reference as Exhibit 10.10 to Form 10-K filed March 28, 2011
10.12	2004 Equity Incentive Plan	Incorporated by reference to the Registration Statement on Form S-8 filed on March 2, 2004
10.11	Lease Agreement, dated January 1, 2009, by and between China Great wall calculator Shenzhen Co., Ltd. And Shenzhen Anytone Technology Co., Ltd.	Incorporated by reference as Exhibit 10.11 to Form 10-K filed March 28, 2011
10.13	China Digital Communication Group 2009 Equity Incentive Plan	Incorporated by reference to the Registration Statement on Form S-8 filed on October 28, 2009
10.12	2004 Equity Incentive Plan	Incorporated by reference to the Registration Statement on Form S-8 filed on March 2, 2004
10.14	Employment Agreement, dated September 1, 2008, by and between Nian Chen and Shenzhen Anytone Technology Co., Ltd.	Incorporated by reference as Exhibit 10.14 to Form 10-K filed March 28, 2011
10.13	China Digital Communication Group 2009 Equity Incentive Plan	Incorporated by reference to the Registration Statement on Form S-8 filed on October 28, 2009
10.15	Lease Agreement, dated December 23, 2005, by and between Kim Fai	Incorporated by reference as Exhibit 10.15 to Form 10-K filed March 28, 2011

10.16	Branding Strategy Consulting Agreement, dated August 18, 2009, by and between the Company and Rui Wang, and amended pursuant to that certain Supplemental Agreement dated October 10, 2009	Incorporated by reference as Exhibit 10.15 to Form 10-K/A filed August 19, 2011
10.14	Employment Agreement, dated September 1, 2008, by and between Nian Chen and Shenzhen Anytone Technology Co., Ltd.	Incorporated by reference as Exhibit 10.14 to Form 10-K filed March 28, 2011
10.17	Branding Strategy Consulting Agreement, dated August 18, 2009, by and between the Company and Qiong Xiong, and amended pursuant to that certain Supplemental Agreement dated October 10, 2009	Incorporated by reference as Exhibit 10.16 to Form 10-K/A filed August 19, 2011
10.15	Lease Agreement, dated December 23, 2005, by and between Kim Fai	Incorporated by reference as Exhibit 10.15 to Form 10-K filed March 28, 2011
10.18	Financial Consulting Agreement, dated August 18, 2009, by and between the Company and Zhiyong Xu, and amended pursuant to that certain Supplemental Agreement dated October 10, 2009	Incorporated by reference as Exhibit 10.17 to Form 10-K/A filed August 19, 2011
10.16	Branding Strategy Consulting Agreement, dated August 18, 2009, by and between the Company and Rui Wang, and amended pursuant to that certain Supplemental Agreement dated October 10, 2009	Incorporated by reference as Exhibit 10.15 to Form 10-K/A filed August 19, 2011
10.19	Financial Consulting Agreement, dated August 18, 2009, by and between the Company and Changsuo Li, and amended pursuant to that certain Supplemental Agreement dated October 10, 2009	Incorporated by reference as Exhibit 10.18 to Form 10-K/A filed August 19, 2011
10.17	Branding Strategy Consulting Agreement, dated August 18, 2009, by and between the Company and Qiong Xiong, and amended pursuant to that certain Supplemental Agreement dated October 10, 2009	Incorporated by reference as Exhibit 10.16 to Form 10-K/A filed August 19, 2011
10.20	Financial Consulting Agreement, dated August 18, 2009, by and between the Company and Fang Gao, and amended pursuant to that certain Supplemental Agreement dated October 10, 2009	Incorporated by reference as Exhibit 10.19 to Form 10-K/A filed August 19, 2011
10.18	Financial Consulting Agreement, dated August 18, 2009, by and between the Company and Zhiyong Xu, and amended pursuant to that certain Supplemental Agreement dated October 10, 2009	Incorporated by reference as Exhibit 10.17 to Form 10-K/A filed August 19, 2011
10.21	Financial Consulting Agreement, dated August 18, 2009, by and between the Company and Xi Li, and amended pursuant to that certain Supplemental Agreement dated October 10, 2009	Incorporated by reference as Exhibit 10.20 to Form 10-K/A filed August 19, 2011
10.19	Financial Consulting Agreement, dated August 18, 2009, by and between the Company and Changsuo Li, and amended pursuant to that certain Supplemental Agreement dated October 10, 2009	Incorporated by reference as Exhibit 10.18 to Form 10-K/A filed August 19, 2011
10.22	Financial Consulting Agreement, dated August 18, 2009, by and between the Company and Shuang Yang, and amended pursuant to that certain Supplemental Agreement dated October 10, 2009	Incorporated by reference as Exhibit 10.21 to Form 10-K/A filed August 19, 2011
10.20	Financial Consulting Agreement, dated August 18, 2009, by and between the Company and Fang Gao, and amended pursuant to that certain Supplemental Agreement dated October 10, 2009	Incorporated by reference as Exhibit 10.19 to Form 10-K/A filed August 19, 2011
10.23	Financial Consulting Agreement, dated August 18, 2009, by and between the Company and Jie Zhang and amended pursuant to that certain Supplemental Agreement dated October 10, 2009	Incorporated by reference as Exhibit 10.22 to Form 10-K/A filed August 19, 2011
10.21	Financial Consulting Agreement, dated August 18, 2009, by and between the Company and Xi Li, and amended pursuant to that certain Supplemental Agreement dated October 10, 2009	Incorporated by reference as Exhibit 10.20 to Form 10-K/A filed August 19, 2011
10.24	Loan Agreement between New Energy Systems Group and Chuangding Investment Consulting (Shenzhen) Co., Ltd., dated April 21, 2011.	Incorporated by reference as Exhibit 10.1 to Form 8-K filed April 26, 2011
10.22	Financial Consulting Agreement, dated August 18, 2009, by and between the Company and Shuang Yang, and amended pursuant to that certain Supplemental Agreement dated October 10, 2009	Incorporated by reference as Exhibit 10.21 to Form 10-K/A filed August 19, 2011
10.25	Security Agreement between New Energy Systems Group and Chuangding Investment Consulting (Shenzhen) Co., Ltd., dated April 21, 2011.	Incorporated by reference as Exhibit 10.2 to Form 8-K filed April 26, 2011
10.23	Financial Consulting Agreement, dated August 18, 2009, by and between the Company and Jie Zhang and amended pursuant to that certain Supplemental Agreement dated October 10, 2009	Incorporated by reference as Exhibit 10.22 to Form 10-K/A filed August 19, 2011
10.26	Guarantee Letter with between New Energy Systems Group and Chuangding Investment Consulting (Shenzhen) Co., Ltd., dated April 21, 2011.	Incorporated by reference as Exhibit 10.3 to Form 8-K filed April 26, 2011
10.24	Loan Agreement between New Energy Systems Group and Chuangding Investment Consulting (Shenzhen) Co., Ltd., dated April 21, 2011.	Incorporated by reference as Exhibit 10.1 to Form 8-K filed April 26, 2011
10.25	Security Agreement between New Energy Systems Group and Chuangding Investment Consulting (Shenzhen) Co., Ltd., dated April 21, 2011.	Incorporated by reference as Exhibit 10.2 to Form 8-K filed April 26, 2011
10.26	Guarantee Letter with between New Energy Systems Group and Chuangding Investment Consulting (Shenzhen) Co., Ltd., dated April 21, 2011.	Incorporated by reference as Exhibit 10.3 to Form 8-K filed April 26, 2011
10.27	Loan Agreement between New Energy Systems Group and Beijing Guojincheng Asset Management Co., Ltd., dated April 21, 2011.	Incorporated by reference as Exhibit 10.4 to Form 8-K filed April 26, 2011
10.28	Security Agreement New Energy Systems Group and Beijing Guojincheng Asset Management Co., Ltd., dated April 21, 2011.	Incorporated by reference as Exhibit 10.5 to Form 8-K filed April 26, 2011

10.27	Loan Agreement between New Energy Systems Group and Beijing Guojincheng Asset Management Co., Ltd., dated April 21, 2011.	Incorporated by reference as Exhibit 10.4 to Form 8-K filed April 26, 2011
10.29	Guarantee Letter New Energy Systems Group and Beijing Guojincheng Asset Management Co., Ltd., dated April 21, 2011.	Incorporated by reference as Exhibit 10.6 to Form 8-K filed April 26, 2011
10.28	Security Agreement New Energy Systems Group and Beijing Guojincheng Asset Management Co., Ltd., dated April 21, 2011.	Incorporated by reference as Exhibit 10.5 to Form 8-K filed April 26, 2011
10.30	Equity Transfer Agreement between New Energy Systems Group and Billion Electronics Limited (BVI), dated November 24, 2011.	Incorporated by reference as Exhibit 10.1 to Form 8-K filed November 30, 2011
10.29	Guarantee Letter New Energy Systems Group and Beijing Guojincheng Asset Management Co., Ltd., dated April 21, 2011.	Incorporated by reference as Exhibit 10.6 to Form 8-K filed April 26, 2011
10.31	Security Agreement between New Energy Systems Group and Shenzhen E’Jenie Technology Development Co., Ltd., dated November 24, 2011.	Incorporated by reference as Exhibit 10.2 to Form 8-K filed November 30, 2011
10.30	Equity Transfer Agreement between New Energy Systems Group and Billion Electronics Limited (BVI), dated November 24, 2011.	Incorporated by reference as Exhibit 10.1 to Form 8-K filed November 30, 2011
10.32	Guarantee Agreement made to New Energy Systems Group by Xuemei Fang, dated November 24, 2011.	Incorporated by reference as Exhibit 10.3 to Form 8-K filed November 30, 2011
10.31	Security Agreement between New Energy Systems Group and Shenzhen E’Jenie Technology Development Co., Ltd., dated November 24, 2011.	Incorporated by reference as Exhibit 10.2 to Form 8-K filed November 30, 2011
10.33	Guarantee Agreement made to New Energy Systems Group by Weirong Xu, dated November 24, 2011.	Incorporated by reference as Exhibit 10.4 to Form 8-K filed November 30, 2011
10.32	Guarantee Agreement made to New Energy Systems Group by Xuemei Fang, dated November 24, 2011.	Incorporated by reference as Exhibit 10.3 to Form 8-K filed November 30, 2011
14.1	Code of Ethics	Incorporated by reference as Exhibit 14.1 to Form 8-K filed June 17, 2010
10.33	Guarantee Agreement made to New Energy Systems Group by Weirong Xu, dated November 24, 2011.	Incorporated by reference as Exhibit 10.4 to Form 8-K filed November 30, 2011
21.1	Subsidiaries	Incorporated by reference as Exhibit 21.1 to Form 10-K filed April 2, 2012
14.1	Code of Ethics	Incorporated by reference as Exhibit 14.1 to Form 8-K filed June 17, 2010
31.1	Certification Required Under Section 302 of Sarbanes-Oxley Act of 2002.	Filed herewith
21.1	Subsidiaries	Incorporated by reference as Exhibit 21.1 to Form 10-K filed April 2, 2012
31.2	Certification Required Under Section 302 of Sarbanes-Oxley Act of 2002.	Filed herewith
31.1	Certification Required Under Section 302 of Sarbanes-Oxley Act of 2002.	Filed herewith
32.1	Certification Required Under Section 906 of Sarbanes-Oxley Act of 2002.	Filed herewith
31.2	Certification Required Under Section 302 of Sarbanes-Oxley Act of 2002.	Filed herewith
32.2	Certification Required Under Section 302 of Sarbanes-Oxley Act of 2002.	Filed herewith
32.1	Certification Required Under Section 906 of Sarbanes-Oxley Act of 2002.	Filed herewith
101.INS	XBRL Instance Document.*
32.2	Certification Required Under Section 302 of Sarbanes-Oxley Act of 2002.	Filed herewith
101.SCH	XBRL Taxonomy Extension Schema.*
101.INS	XBRL Instance Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase.*
101.SCH	XBRL Taxonomy Extension Schema.*
101.DEF	XBRL Taxonomy Extension Definition Linkbase.*
101.CAL	XBRL Taximonomy Extension Calculation Linkbase*
101.LAB	XBRL Taxonomy Extension Label Linkbase.*
101.DEF	XBRL Taximonomy Extension Definition Linkbase*
101.PRE	XBRL Extension Presentation Linkbase.*
101.LAB	XBRL Taximonomy Extension Label Linkbase*
101.PRE	XBRL Taximonomy Extension Presentation Linkbase*

* ~~Pursuant~~ Attached as Exhibit 101 to ~~Rule~~this ~~405~~report are the following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 formatted in XBRL (aeXtensible Business Reporting Language): (2i) ofthe ~~Regulation~~Condensed ~~S-T~~Consolidated Balance Sheets, (ii) the ~~registrant~~Condensed isConsolidated ~~relying~~Statements ~~upon~~of ~~the~~Operations ~~applicable~~and ~~30-day~~Comprehensive ~~grace~~Income ~~period~~(Loss), ~~for~~(iii) the ~~initial~~Condensed ~~filing~~Consolidated Statements of ~~its~~Cash ~~first~~Flows, ~~Interactive~~and ~~Data~~(iv) ~~File~~related ~~required~~notes to ~~contain~~these ~~detail-~~financial statements tagged ~~footnotes~~as orblocks ~~schedules~~of text. The ~~registrant~~XBRL-related ~~intends~~information in Exhibit 101 to ~~file~~this ~~the~~Quarterly ~~required~~Report ~~detail~~on Form 10-~~tagged~~Q ~~footnotes~~shall not be deemed “filed” or ~~schedules~~a bypart of a registration statement or prospectus for purposes of Sections 11 or 12 of the ~~filing~~Securities Act of an1933, ~~amendment~~as toamended, and ~~this~~is ~~Quarterly~~not ~~Report~~filed onfor ~~Form~~purposes ~~10-Q~~of ~~within~~Section 18 of the ~~30-day~~Securities ~~period.~~Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.

SIGNATURES

Pursuant to the requirements 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.

	NEW ENERGY SYSTEMS GROUP
Dated: August 14, 2012	By:	/s/ Weihe Yu
Dated: November 14, 2012	By:	/s/ Weihe Yu
		Name: Weihe Yu
		Title: Chief Executive Officer
Dated: November 14, 2012	By:	/s/ Junfeng Chen
		Name: Junfeng Chen
		Title: Chief Financial Officer

Dated: August 14, 2012	By:	/s/ Junfeng Chen
		Name: Junfeng Chen
		Title: Chief Financial Officer

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