~~Table~~UNITED ~~of Contents~~STATES

~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

~~Washington,~~x ~~D.C.~~ANNUAL ~~20549~~ REPORT PURSUANT TO SECTION1 3 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2011

~~FORM 10~~-K OR-

þo ~~ANNUAL~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from to

~~For~~Commission ~~the~~File ~~fiscal~~Number ~~year~~033-377099-S ~~ended March 31, 2010~~

T-~~OR-~~BAY HOLDINGS, INC.

~~o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15~~(d)Exact OFName ~~THE~~of ~~SECURITIES~~registrant ~~AND~~as ~~EXCHANGE~~specified ~~ACT~~in OFits ~~1934~~charter)

For the transition period from to

NEVADA		91-1465664
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~Commission~~Block ~~File~~3 ~~Number~~Qiao ~~033-377099-S~~ Xing Science Technological & Industrial Zone,Tang Quan Huizhou, Guangdong, PRC (Address of principal executive offices) (Zip code)

~~T-BAY~~Issuer’s ~~HOLDINGS~~telephone number, ~~INC.~~ including area code: 86-752-6209699

(~~Exact~~Former ~~Name~~name, offormer ~~registrant~~address asor ~~specified~~former infiscal ~~its~~year, ~~charter~~if changed since last report)

~~NEVADA~~Indicate ~~(State~~by orcheck ~~other~~mark ~~jurisdiction~~if ofthe ~~incorporation~~registrant oris ~~organization)~~a 91well-~~1465664~~known ~~(I.R.S.~~seasoned ~~Employer~~issuer, ~~Identification~~as Nodefined in Rule 405 of the Securities Act.) Yes o No þ

~~Room~~Indicate ~~917,~~by ~~YongSheng~~check ~~Building~~mark ~~ZhongShan~~if Xithe ~~Road~~registrant ~~Xuhui~~is ~~District,~~not ~~Shanghai,~~required ~~China~~to ~~(Address~~file ofreports ~~principal~~pursuant ~~executive~~to ~~offices)~~Section ~~(Zip~~13 ~~code~~or Section 15(d) of the Act. Yes o No þ

~~Issuer’s~~Indicate ~~telephone~~by ~~number,~~check ~~including~~mark ~~area~~whether ~~code~~the registrant: ~~86-021~~(1) ~~51539900~~ filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (~~Former~~§229.405 ~~name~~of this chapter) is not contained herein, ~~former~~and ~~address~~will ornot ~~former~~be ~~fiscal~~contained, ~~year~~to the best of registrant’s knowledge, ifin ~~changed~~definitive ~~since~~proxy ~~last~~or ~~report)~~information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yeso No þ

~~Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ~~ 1

Indicate by check mark ifwhether the registrant is ~~not~~a ~~required~~large toaccelerated ~~file~~filer, ~~reports~~an ~~pursuant~~accelerated tofiler, ~~Section 13~~or a non-accelerated filer or ~~Section~~ 15smaller reporting company. (d) ofSee the ~~Act.~~definitions ~~Yes~~of o“large Noaccelerated þ filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act).

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~o ~~whether~~Accelerated ~~the~~filer ~~registrant:~~o ~~(1) filed~~Non-accelerated ~~all~~filer ~~reports~~o ~~required~~Smaller toreporting becompany filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ ~~No o~~

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a ~~electronically~~shell ~~and~~company ~~posted~~(as ondefined ~~its corporate~~in ~~Web~~Rue ~~site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S~~12b-T2of ~~during~~ the ~~preceding~~Exchange ~~12 months (or for such shorter period that the registrant was required to submit and post such files~~Act). Yes o No o þ

~~Indicate~~As ~~by check mark if disclosure~~ of ~~delinquent~~March ~~filers~~31, ~~pursuant~~2011, tothe ~~Item 405~~aggregate ofmarket ~~Regulation S-K (§229.405~~value of ~~this~~the ~~chapter)~~registrant’s iscommon ~~not~~stock ~~contained~~held ~~herein,~~by ~~and~~non-affiliates ~~will~~of ~~not~~the beregistrant ~~contained~~was $261,202 tobased on the ~~best~~closing ~~of registrant’s~~sale ~~knowledge,~~price inas ~~definitive~~reported ~~proxy or~~on ~~information~~the ~~statements~~Over-the-Counter ~~incorporated~~Bulletin byBoard. ~~reference~~As ~~in Part III~~ of ~~this~~16 ~~Form~~June ~~10-K~~2011, orthere ~~any~~were ~~amendment to~~30,088,174 ~~this~~shares ~~Form~~of ~~10-K.~~common ~~Yes~~stock ~~o No þ~~ outstanding.

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

~~Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ~~None

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

~~As of March 31, 2010, the aggregate market value of the registrant’s common stock held by non~~T-~~affiliates~~Bay ~~of the registrant was US$2~~Holdings,~~185,189~~ ~~based on the closing sale price as reported on the Over-the-Counter Bulletin Board~~Inc. ~~As of June 28, 2010, there were 30,088,174 shares of common stock outstanding.~~

~~DOCUMENTS~~FORM ~~INCORPORATED BY REFERENCE~~10-K

~~None~~For the Year Ended March 31, 2011

~~T-Bay~~TABLE ~~Holdings,~~OF ~~Inc.~~ CONTENTS

FORM 10-K

PART I
ITEM 1.	Business	5
ITEM 1A.	Risk Factors	6
ITEM 1B.	Unresolved Staff Comments	7
ITEM 2.	Properties	7
ITEM 3.	Legal Proceedings	7
ITEM 4.	Submission of Matters to a Vote of Security Holders	7

PART II		8
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	8
ITEM 6.	Selected Financial Data	9
ITEM 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10
ITEM 8.	Financial Statements and Supplementary Data	14
ITEM 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	33
ITEM 9A.	Controls and Procedures	33
ITEM 9B.	Other Information	34

PART III		35
ITEM 10.	Directors and Executive Officers of the Registrant	35
ITEM 11.	Executive Compensation	36
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	39
ITEM 13.	Certain Relationships and Related Transactions	40
ITEM 14.	Principal Accountant Fees and Services	40

PART IV
ITEM 15	Exhibits, Financial Statement Schedules	41

SIGNATURES		42

~~For~~Exhibit ~~the~~21 ~~Year~~Exhibit ~~Ended~~31.1 ~~March~~ Exhibit 31,.2 ~~2010~~ Exhibit 32.1 Exhibit 32.2

~~TABLE OF CONTENTS~~ 3

PART I
ITEM 1. Business			4
ITEM 1A. Risk Factors			8
ITEM 1B. Unresolved Staff Comments			16
ITEM 2. Properties			16
ITEM 3. Legal Proceedings			16
ITEM 4. Submission of Matters to a Vote of Security Holders			16
PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			17
ITEM 6. Selected Financial Data			18
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			18
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
ITEM 8. Financial Statements and Supplementary Data			27
ITEM 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure			28
ITEM 9A. Controls and Procedures			28
ITEM 9B. Other Information			29
PART III
ITEM 10. Directors and Executive Officers of the Registrant			30
ITEM 11. Executive Compensation			31
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			34
ITEM 13. Certain Relationships and Related Transactions			35
ITEM 14. Principal Accountant Fees and Services			36
PART IV
ITEM 15 Exhibits, Financial Statement Schedules			37
SIGNATURES			38
Exhibit 21
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

Table of Contents

2 INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

~~Table~~This Annual Report on Form 10-K contains forward-looking statements. These statements relate to future events or our future financial performance. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of ~~Contents~~activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

~~INFORMATION~~Although ~~REGARDING~~we ~~FORWARD~~believe that the expectations reflected in the forward-~~LOOKING~~looking ~~STATEMENTS~~ 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 the forward-looking statements. We undertake no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results or to changes in our expectations.

~~This~~Readers ~~Annual~~are ~~Report~~also onurged ~~Form~~to ~~10-K~~carefully ~~contains~~review ~~forward-looking~~and ~~statements.~~consider ~~These~~the ~~statements~~various ~~relate~~disclosures ~~to future~~made ~~events~~by orus ~~our~~which ~~future~~attempt ~~financial~~to ~~performance.~~advise ~~These~~interested ~~statements~~parties ~~involve~~of ~~known~~the ~~and unknown risks, uncertainties and other~~ factors ~~that~~which ~~may~~affect ~~cause~~ our ~~actual results~~business, ~~levels~~including ofwithout ~~activity, performance~~limitation orthe ~~achievements~~disclosures tomade bein ~~materially~~PART ~~different~~I. ~~from~~ITEM ~~any~~1A: ~~future~~Risk ~~results,~~Factors ~~levels~~and ofPART ~~activity, performance, or achievements expressed or implied by forward-looking statements~~II. InITEM ~~some~~6 ~~cases,~~"Management's ~~you can~~Discussion ~~identify~~and ~~forward-looking~~Analysis ~~statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential”~~ or ~~“continue,”~~Plan ~~the negative~~ of ~~such~~ ~~terms~~Operation" orincluded ~~other comparable terminology~~herein. ~~These statements are only predictions. Actual events or results may differ materially.~~

Although we believe that the expectations reflected in the 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 the forward-looking statements. We undertake no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results or to changes in our expectations. 4

~~Readers~~Table ~~are also urged to carefully review and consider the various disclosures made by us which attempt to advise interested parties~~ of the factors which affect our business, including without limitation the disclosures made in PART I. ITEM 1A: Risk Factors and PART II. ITEM 7 “Management’s Discussion and Analysis or Plan of Operation” included herein. Contents

3 PART I.

~~Table~~Item of1. ~~Contents~~Business.

~~PART I.~~ Overview

~~Item~~The 1Company was incorporated under the laws of the State of Utah on August 8, 1984 with the name of "Sharus Corporation" with authorized common stock of 50,000,000 shares with par value of US$0.001 ~~Business~~per share. On June 13, 1989, the domicile of the Company was changed to the state of Nevada in connection with a name change to "Golden Quest, Inc." On January 7, 2002, the name was changed to "T-Bay Holdings, Inc." as part of a reverse stock split of 400 shares of outstanding stock for one share. On January 17, 2005, the Company carried out a reverse stock split of 20 shares of outstanding stock for one share. After the reverse split, the Company has authorized common stock of 100,000,000 shares common stock and 10,000,000 shares of preferred stock both with par value of US$0.001.

~~Overview~~ On August 1, 2005, the Company entered into an Agreement and Plan of Reorganization (the “Agreement”) between Wise Target International Limited, (“Wise Target”), Amber Link International Limited (“Amber Link”), Ms. Meilian Li and Mr. Xiaofeng Li. Pursuant to the terms of the Agreement, following due diligence, the Company acquired all of the outstanding stock of Wise Target and Amber Link, making them wholly owned subsidiaries of the Company. Wise Target and Amber Link together own and control 95% of Shanghai Sunplus Communication Technology Co., Ltd., (“Sunplus”), a Sino-foreign joint venture. The Agreement required the Company to issue 18,550,000 shares of restricted common stock in exchange for all of the issued and outstanding shares of Wise Target and Amber Link. This transaction was subsequently completed on August 16, 2005.

~~The~~In ~~Company~~September ~~was~~2010, ~~incorporated~~we ~~under~~began ~~the~~to ~~laws~~wind ofdown the ~~State~~phone ofdesign ~~Utah~~services onin ~~August 8,~~our ~~1984~~95% ~~with~~owned ~~the name of “Sharus Corporation” with authorized common stock of 50~~subsidiary,~~000,000~~ ~~shares with par value of US$0.001 per share. On June 13~~Sunplus, ~~1989~~a ~~the~~Sino-foreign ~~domicile~~joint ofventure ~~the~~established ~~Company~~in ~~was~~China ~~changed to the state of Nevada~~ in ~~connection~~ ~~with a name change to “Golden Quest, Inc.” On January 7,~~ 2002, ~~the~~as ~~name~~well ~~was changed to “T-Bay Holdings, Inc.”~~ as ~~part of a reverse stock split of 400 shares of outstanding stock for one share. On January 17, 2005~~ the ~~Company~~sales ~~carried out a reverse stock split~~ of 20mobile ~~shares~~phone ~~of outstanding~~components ~~stock~~in ~~for~~our ~~one share. After the reverse split, the Company has authorized common stock of~~ 100~~,000,000~~% ~~shares~~owned ~~common stock and 10~~subsidiary,~~000,000~~ ~~shares~~Amber ~~of preferred stock both with par value of US$0~~Link.~~001.~~

OnCorporate August 1, 2005, the Company entered into an Agreement and Plan of Reorganization (the “Agreement”) between Wise Target International Limited, (“Wise Target”), Amber Link International Limited (“Amber Link”), Ms. Meilian Li and Mr. Xiaofeng Li. Pursuant to the terms of the Agreement, following due diligence, the Company acquired all of the outstanding stock of Wise Target and Amber Link, making them wholly owned subsidiaries of the Company. Wise Target and Amber Link together own and control 95% of Shanghai Sunplus Communication Technology Co., Ltd., (“Sunplus”), a Sino-foreign joint venture. The Agreement required the Company to issue 18,550,000 shares of restricted common stock in exchange for all of the issued and outstanding shares of Wise Target and Amber Link. This transaction was subsequently completed on August 16, 2005. Structure

WeOn ~~conduct~~August ~~our~~16, ~~business~~2005, ~~mainly~~T-Bay ~~through~~Holdings ~~our~~completed ~~100%~~a ~~owned~~reverse ~~subsidiary~~merger with Wise Target and Amber Link, which ~~sells~~made ~~mobile phone~~them ~~components~~wholly toowned ~~mobile~~subsidiaries ~~phone~~of ~~handset~~the ~~producers~~Company. Wise Target owned a 75% interest and Amber Link owned a 20% interest in ~~China~~Sunplus. WeThe ~~also~~remaining ~~conduct~~5% ~~our~~interest ~~business~~of ~~through our~~Sunplus ~~95%~~is owned ~~subsidiary,~~by Shanghai ~~Sunplus~~Fanna ~~Communication~~Industrial ~~Technology~~Product Design Co., Ltd., (“Shanghai Fanna”). Wise Target and Amber Link are investment holding companies incorporated in the British Virgin Islands whereas Shanghai Fanna is a ~~Sino~~privately-~~foreign~~owned ~~joint venture~~company established in China in ~~2002~~2001. In March 2009, ~~which~~Wise ~~provides~~Target atransferred ~~wide~~all ~~span~~its holdings (75%) in Sunplus to Amber Link for US$2,885,000 (HK$22,500,000). As a result of ~~mobile~~this ~~handset~~transaction, ~~design~~Amber Link directly owned 95% of Sunplus and ~~other services~~this transaction had no impact on the Company’s effective holdings of Sunplus. Shanghai Fanna Industrial Design Co., Ltd. continued to ~~leading~~own ~~mobile~~the ~~handset~~remaining ~~brand~~5% ~~owners~~interest in ~~China~~Sunplus. On November 25, 2009, the Company transferred all its holdings (100%) in Amber Link to Wise Target for US$2,600. As a result of the transaction, the Company indirectly holds Amber Link and this transaction had no impact on the Company’s effective holdings of Amber Link and Sunplus.

WeIn ~~focus~~January on2007, ~~the~~Sunplus ~~wireless~~established ~~telecommunication~~Zhangzhou ~~market~~JiaXun inCommunication ~~China~~Facility Co.,Ltd. ~~By working closely with top technology partners~~(“JiaXun”), wea ~~provide~~100% ~~tailored~~owned ~~mobile~~subsidiary ~~handset~~in ~~design~~Zhangzhou ~~solution~~in ~~services~~Fujian ~~according to our customers’ specifications~~province. WeIn ~~believe~~March we2007, ~~have~~JiaXun ~~strong~~and ~~capabilities~~Sunplus, torespectively ~~design~~acquired ~~mobile~~20% ~~handsets~~and to80% ~~support~~interest ain ~~broad range~~Fujian ofQiaoXing ~~wireless~~Industry ~~communications standards~~Co., ~~baseband platforms and components~~Ltd.(“Fujian InQiaoXing”) ~~addition,~~for ~~our special~~the ~~project~~construction ~~teams~~of ~~work~~a ~~closely~~technology ~~with~~park ~~our~~for ~~customers~~long toterm ~~monitor~~development ~~and~~in ~~coordinate~~ the ~~progress~~mobile ~~of each~~telecommunication ~~new design project~~industry. Fujian WeQiaoXing ~~believe~~was ~~the~~established ~~design~~on ~~solutions~~February ~~and~~13, ~~services~~2004, ~~provided~~with bya usregistered ~~can~~capital ~~help~~of ~~our customers~~RMB20,000,000 ~~in enhancing competitive strength and gaining market share~~(US$2,590,000).

~~Corporate~~In ~~Structure~~ December, 2008, Shanghai Sunplus, our 95%-owned Chinese subsidiary entered an agreement with Huizhou Liyin Electronics Co., Ltd. (“Huizhou Liyin”) to sell 100% of Sunplus’ interest in its wholly-owned subsidiary JiaXun for RMB5,000,000 and Eighty Percent (80%) of Sunplus’ interest in its subsidiary Fujian QiaoXing Industry for RMB84,000,000.

OnIn ~~August 16,~~March ~~2005~~2009, ~~T-Bay~~Sunplus ~~Holdings~~terminated ~~completed~~the aagreement ~~reverse merger~~ with ~~Wise~~Huizhou ~~Target~~Liyin ~~and~~relating ~~Amber~~to ~~Link~~sale ~~which made them wholly owned subsidiaries~~ of ~~the~~its ~~Company. Wise Target owned a 75%~~ interest ~~and Amber Link owned a 20% interest~~ in ~~Sunplus.~~JiaXun ~~The~~and ~~remaining~~Fujian 5%QiaoXing ~~interest~~and ofentered ~~Sunplus~~into isanother ~~owned~~agreement byto ~~Shanghai Fanna~~sell ~~Industrial~~those ~~Product~~interests ~~Design~~to ~~Co.,~~QiaoXing ~~Ltd.~~Telecommunication ~~(“Shanghai~~Industry ~~Fanna”).~~Company ~~Wise~~Limited ~~Target~~to ~~and~~sell ~~Amber~~100% ~~Link~~of ~~are investment~~Sunplus’ ~~holding~~interest ~~companies incorporated~~ in ~~the~~its ~~British Virgin Islands whereas Shanghai Fanna is a privately~~wholly-owned ~~company~~subsidiary ~~established~~JiaXun ~~in China in 2001. In March 2009, Wise Target transferred all its holdings (75%) in Sunplus to Amber Link~~ for ~~US$2~~RMB5,~~885,~~000 ~~(HK$22~~,~~500,~~000). Asand aeighty ~~result~~percent ~~of this transaction, Amber Link directly owned 95~~(80%) of Sunplus ~~and this transaction had no impact on the Company~~’s ~~effective holdings of Sunplus. Shanghai Fanna Industrial Design Co., Ltd. continued to own the remaining 5%~~ interest in ~~Sunplus. On November 25, 2009, the Company transferred all~~ its ~~holdings~~ ~~(100%)~~subsidiary inFujian ~~Amber~~QiaoXing ~~Link to Wise Target~~ for ~~US$2~~RMB84,~~600~~000,000. AsThe atransfers ~~result~~ of ~~this~~Jia ~~transaction,~~Xun ~~the Company indirectly holds Amber Link~~ and ~~this~~Fujian ~~transaction~~QiaoXing ~~had~~were nocompleted ~~impact~~ on ~~the~~April ~~Company’s~~9 ~~effective holdings~~and ofMarch ~~Amber~~20, ~~Link~~2009, ~~and Sunplus~~respectively.

In January 2007, Sunplus established Zhangzhou JiaXun Communication Facility Co.,Ltd. (“JiaXun”), a 100% owned subsidiary in Zhangzhou in Fujian province. In March 2007, JiaXun and Sunplus, respectively acquired 20% and 80% interest in Fujian QiaoXing Industry Co.,Ltd.(“Fujian QiaoXing”) for the construction of a technology park for long term development in the mobile telecommunication industry. Fujian QiaoXing was established on February 13, 2004, with a registered capital of RMB20,000,000 (US$2,590,000). 5

4 Table of Contents

~~Table~~The current corporate structure of ~~Contents~~T-Bay Holdings is as follows:

InCurrent ~~December,~~Business 2008, Sunplus, our 95%-owned Chinese subsidiary entered an agreement with Huizhou Liyin Electronics Co., Ltd. (“Huizhou Liyin”) to sell 100% of Sunplus’ interest in its wholly-owned subsidiary JiaXun for RMB5,000,000 and Eighty Percent (80%) of Sunplus’ interest in its subsidiary Fujian QiaoXing Industry for RMB84,000,000. Development

InWhile ~~March 2009~~we are winding down our phone design services, ~~Sunplus~~as ~~terminated~~well as the ~~agreement~~sales ~~with~~of ~~Huizhou~~mobile ~~Liyin~~phone ~~relating~~components, we continue to ~~sale~~operate the administrative side of ~~its~~the ~~interest in~~business ~~JiaXun~~which ~~and~~is ~~Fujian~~customer ~~Qiao~~service, ~~Xing~~warranty claims, and ~~entered~~the ~~into~~collection ~~another~~of ~~agreement~~receivables. toWe ~~sell~~also continue to ~~Qiaoxing~~ ~~Telecommunication~~assess ~~Industry~~the ~~Company~~mobile ~~Limited~~phone ~~(“QiaoXing~~market ~~Telecom”)~~for ~~100%~~possibilities of ~~Sunplus’~~transitioning ~~interest~~our inoperations ~~its wholly-owned~~to ~~subsidiary~~a ~~JiaXun~~different ~~for~~segment(s) ~~RMB5~~of the mobile phone industry,~~000,000~~ ~~and~~as ~~Eighty~~well ~~Percent~~as ~~(80%)~~exploring ofvarious ~~Sunplus’~~acquisition ~~interest~~opportunities. ~~in its~~These ~~subsidiary~~activities ~~Fujian~~occupied ~~QiaoXing~~and ~~for~~continue ~~RMB84,000,000~~to occupy three full-time employees. The ~~transfers~~Company ofhopes ~~Jia~~to ~~Xun~~complete ~~and~~the ~~Fujian~~transition ~~QiaoXing~~to ~~were completed~~a ondifferent ~~April~~segment 9or ~~and~~the ~~March 20~~mobile phone industry, ~~2009~~or make an acquisition not later than December 31, ~~respectively~~2011. In the interim, it will continue its present operations in a much reduced scope.

~~The current corporate structure of T-Bay Holdings is as follows:~~ Employees

~~Services~~As ~~and~~of ~~Products~~ March 31, 2011, we had 3 full-time employees which constituted our administrative staff in China.

WeWeb ~~are~~Site aAccess ~~provider~~to ~~of high quality mobile handset design services. We tailor-make our services and products based on the requirements of our customers.~~ Our ~~services~~Periodic ~~mainly~~SEC ~~include:~~ Reports

~~Design~~You ~~Service~~ may read and copy any public reports we filed with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site http://www.sec.gov that contains reports and information statements, and other information that we filed electronically.

~~Mobile~~Item ~~handset~~1A. ~~design:~~Risk ~~We have special project teams to work closely with our customers to monitor and coordinate the progress of each new design project~~Factors.

~~Industrial~~Set ~~and~~forth ~~mechanical~~below ~~design:~~is Wea ~~design~~description ~~the exterior outlook and mechanical structure~~ of ~~a mobile~~factors ~~handset.~~that Wemay ~~adopt~~affect ~~the~~our ~~user-orientation~~business, ~~design~~results ~~concept~~of operations and ~~focus~~share ~~our~~price ~~product~~from ~~design~~time onto ~~the personality of target end-users~~time.

5 6

Table of Contents

~~Hardware~~The ~~design:~~continuation Weof ~~design~~ the ~~core~~Company ~~printed~~will ~~circuit~~turn ~~board~~on ~~layout.~~a Wesuccessful ~~also~~transition ~~have~~to ~~special engineering~~a ~~teams~~different onsegment of the ~~design~~mobile phone industry or the acquisition of ~~baseband~~another ~~and~~business. If ~~radio~~these ~~frequency~~desired ~~parts~~outcomes do not come to pass, the continuation of ~~mobile~~the ~~handsets~~Company ~~based~~would ~~on chip~~be ~~platforms~~in doubt.

~~Software~~While ~~design:~~we Weare winding down our phone design services, as well as the ~~software~~sales ~~system~~of mobile phone components, we continue to assess the mobile phone market for possibilities of transitioning our operations to a different segment(s) of the mobile ~~handset~~phone industry, as well as exploring various acquisition opportunities. These activities occupied and continue to occupy three full-time employees. The Company hopes to complete the transition to a different segment or the mobile phone industry, or make an acquisition not later than December 31, 2011. In the interim, it will continue its ~~functional~~present ~~modules~~operations in a much reduced scope. We ~~are~~The ~~capable~~continuation of ~~developing~~the ~~our~~Company ~~own~~will ~~software~~turn inon ~~man-machine-interface~~a ~~and~~successful transition to a different segment of the ~~driver~~mobile ~~software~~phone ~~for LCD~~industry ~~display,~~or ~~camera~~the acquisition of another business. If these desired outcomes do not come to pass, ~~harmonic~~the ~~ring~~continuation ~~tones~~of ~~and~~the ~~MP3~~Company ~~functions~~would be in doubt.

~~Other~~Our ~~Design~~stock ~~Services:~~price Wehas ~~can~~been ~~also~~historically ~~design~~volatile ~~other~~and ~~electronic~~may ~~devices~~continue ~~based~~to onbe ~~wireless~~volatile, ~~technology~~which may make it more difficult for you to resell shares when you want at prices you find attractive.

~~Production~~The ~~Services~~ trading price of our ordinary shares has been and may continue to be subject to considerable daily fluctuations. During the twelve months ended March 31, 2011, the closing sale prices of our ordinary shares on the Over-the-Counter Bulletin Board ranged from US$0.01 to US$0.25 per share and the closing sale price on June 16, 2011 was US$0.021 per share. Our stock price may fluctuate in response to a number of events and factors, such as quarterly variations in operating results, announcements of technological innovations or new products and media properties by us or our competitors, changes in financial estimates and recommendations by securities analysts, the operating and stock price performance of other companies that investors may deem comparable, new governmental restrictions or regulations and news reports relating to trends in our markets.

~~Based on the request of our customers, we also manufacture handset components~~Item1B. ~~These~~Unresolved ~~mainly~~Staff ~~include printed circuit boards (PCB) and printed circuit board assembly (PCBA)~~Comments. They are the backbones of mobile handsets. We subcontract the production work to third party manufacturers. We have a quality assurance team to monitor the production process to ensure the products can meet our quality requirements.

~~Business Model~~ N/A.

AsItem a2. ~~wireless telecommunication design house in China, we generate our revenue mainly by selling mobile phone components and by charging design services fees~~Properties.

~~Revenue~~As ~~from~~of ~~Sales~~March of31, ~~Handsets~~2011, ~~and~~we ~~Components~~ had an office in Huizhou, Guangdong, China.

WeItem ~~provide production support to facilitate our customers’ manufacture of mobile handset components~~3. ByLegal ~~closely working with our OEMs, we manufacture and sell PCBs and PCBAs to our customers~~Proceedings. ~~We make to order. No inventory is held and purchases of goods are made only for firm orders received from customers. We are fully responsible for cost control and quality control.~~

~~Revenue~~We ~~from~~are ~~Design~~not ~~Services~~ involved in any material pending legal proceedings at this time, and management is not aware of any contemplated proceeding by any governmental authority.

WeItem ~~charge design fees directly or indirectly for design solutions or services provided by us~~4. ~~The design~~Submission ~~fee consists~~ of ~~NRE~~Matters ~~(non-recurring~~to ~~engineering)~~a ~~fees~~Vote ~~and~~of ~~royalty~~Security ~~fees~~Holders.

~~NRE fees are one-off fees for a certain design project~~None. Typically, payment of the NRE fee is required before we formally launch the project. We will start the development of a certain solution only if we have received the pre-paid NRE fee. To minimize the operation risk, the NRE fee should be no less than the projected R&D fee for a certain design solution.

We also charge royalty fees based upon the product sales volume of our customers. When the whole handset is sold in the market, we charge royalty fees monthly on every handset manufactured by our customers using our designs. We usually ask for a minimum volume term in our contracts to encourage a larger volume order in a certain period of time. 7

~~Competitive~~Table ~~Strengths~~ of Contents

~~Strategic~~PART ~~Relationships with Business Partners~~ II.

WeItem ~~work~~5. ~~closely~~Market ~~with~~for ~~the world~~Registrant’s ~~leading~~Common ~~technology~~Equity, ~~and~~Related ~~platform~~Stockholder ~~providers~~Matters inand ~~the~~Issuer ~~mobile~~Purchases ~~handset industry which is characterized by rapid technological changes to keep abreast~~ of ~~and~~Equity ~~have access to the latest technologies~~Securities.

WeOur ~~have~~common ~~also~~stock ~~established~~is ~~good~~listed ~~relationships~~on ~~with~~the ~~subcontractors~~Pink sheetsunder the symbol “TBYH”. As of June 16, 2011, there were: (i) 319 shareholders of record, without giving effect to determining the number of shareholders who hold shares in "street name" or other nominee status; (ii) no outstanding options to purchase shares of our common stock; (iii) 30,088,174 outstanding shares of our common stock, of which ~~provide~~9,640,186 ~~production~~shares ~~services~~ are either freely tradable or eligible for ~~mobile~~sale ~~phone~~under ~~components~~Rule 144 or Rule 144K, and (v) no shares subject to registration rights.

6 The following table sets forth, for the fiscal quarters indicated, the high and low closing prices as reported by the Over-the-Counter Bulletin Board. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

~~Table~~Sales ~~of Contents~~Price

Quick Market Response

	High		Low
Fiscal 2011
First Quarter	US$	0.25	US$	0.10
Second Quarter	US$	0.24	US$	0.07
Third Quarter	US$	0.09	US$	0.03
Fourth Quarter	US$	0.04	US$	0.02

Fiscal 2010
First Quarter	US$	1.01	US$	0.21
Second Quarter	US$	0.50	US$	0.11
Third Quarter	US$	0.45	US$	0.20
Fourth Quarter	US$	0.30	US$	0.05

WeDividend pursue a market-oriented product development strategy, grasping end-users’ preferences and tastes. Our experience and expertise enables us to complete a design solution in only two to three months, which helps to reduce the time for the mobile handsets designed by us to reach the market. Policy

~~Strong~~We ~~R&D~~have ~~capability~~ never paid cash dividends and have no plans to do so in the foreseeable future. Our future dividend policy will be determined by our Board of Directors and will depend upon a number of factors, including our financial condition and performance, our cash needs and expansion plans, income tax consequences, and the restrictions that applicable laws and our credit arrangements then impose.

WeRecent ~~have~~Sales ~~a professional and competent team to handle the wide spectrum~~ of ~~mobile~~Unregistered phone design jobs, including industrial design, structural design, electronics design, software design and machine-man interface design. Some of our engineers were formerly employed by mobile communication leaders such as Motorola, Siemens or BenQ. Securities

WeDuring ~~are~~the ~~able~~year toended ~~develop~~March ~~new~~31, ~~mobile~~2011, ~~phones~~we ~~based~~did onnot ~~chip-level~~issue ~~modules,~~any ~~which~~securities ~~can~~that ~~enhance~~were ~~the flexibility~~not ofregistered under the ~~product~~Securities ~~design~~Act inof ~~terms~~1933, ofas ~~handset~~amended ~~size~~(the ~~and~~“Securities ~~functionalities~~Act”).

~~Customized Products and Market Knowledge~~ 8

WeTable ~~design many~~ of our products based on our customers’ specifications. We work closely with mobile device manufacturers and brand name owners to understand their needs and product roadmaps. We also interface with our customers regularly to understand the mobile handset market, consumer preferences and trends in the industry. This allows us to predict future trends and to assist our customers in the development of new products and functions and the setting of a price range. Contents

~~Current~~Item ~~Business~~6. ~~Development~~ Selected Financial Data.

~~During~~The ~~the~~following ~~year~~tables ~~ended~~summarize ~~March 31,~~the ~~2010,~~consolidated wefinancial ~~kept~~data ~~working~~of ~~closely~~T-Bay ~~with~~Holdings, ~~strategic~~Inc. ~~partners~~for ~~and~~the ~~have developed~~periods ~~Wideband~~presented. ~~Code~~You ~~Division~~should ~~Multiple~~read ~~Access~~the ~~(“W-CDMA”)~~following ~~and,~~financial ~~Time~~information ~~Division~~together ~~Synchronous~~with ~~Code Division~~the ~~Multiple~~information ~~Access~~under (“~~TD-SCDMA”)~~Management’s ~~solutions~~Discussion ~~specially~~and ~~for~~Analysis ~~the~~of ~~China~~Financial ~~market.~~Condition Asand ~~the telecommunication~~Results ~~industry~~of inOperations” ~~China~~and ~~was~~our ~~affected~~consolidated byfinancial statements and the ~~global~~related ~~financial~~notes ~~crisis,~~to ~~with~~these ~~its consequence~~consolidated infinancial ~~various~~statements ~~manifestations,~~appearing weelsewhere ~~postponed~~in ~~long-term~~this ~~projects~~Form 10-K.

Products Geographic Coverage

	Year Ended March 31
	In thousands, except share amounts
	2009 (1)			2010 (1)			2011
	US$			US$			US$

General and administrative expenses		132			169			137
Loss before income taxes and non-controlling interest		(132	)		(169	)		(137	)
Non-controlling interests		429			427			588
Net income attributable to common stockholder from continuing operations		297			258			451
Loss from discontinued operations		(9,010	)		(6,766	)		(43,400	)
Net loss		(8,713	)		(6,508	)		(42,949	)
Loss per Share — basic		(0.29	)		(0.22	)		(1.43	)
Loss per Share — diluted		(0.29	)		(0.22	)		(1.43	)

In terms of revenue, over 90% of our mobile handsets designed by us were within the China and Hong Kong markets. The Company did not sell products to consumers directly, but instead through the sales networks of our customers. According to sales information provided by our customers, products designed or manufactured by us were sold in major cities, secondary cities and small towns throughout China, covering all provinces of China.

	As of March 31
	In thousands, except share amounts
	2009 (1)		2010 (1)		2011
	US$		US$		US$
Balance Sheet Data:
Cash and cash equivalents		3		-		1
Total current assets		3		-		1
Assets of discontinued operations		51,864		43,356		25
Total assets		51,867		43,356		26
Total current liabilities		441		554		705
Liabilities of discontinued operations		3,746		2,212		1,309
Long-term liabilities		3,483		3,483		4,255
Non-controlling interests		2,268		1,662		1,066
Total stockholders’ equity/(deficiency)		41,929		35,445		(7,309)

~~Quality~~(1) ~~Assurance~~ The comparative figures have been reclassified to conform with the current year’ s presentation of discontinued operations.

We believe that a high standard quality management system is crucial for maintaining our reputation. Our quality assurance team monitors hardware, software and mechanical design teams’ performance to ensure strict adherence to the quality standards required by our customers. The team conducts product reliability tests, including accelerated life tests, climatic stress tests and mechanical endurance tests. The team is also responsible for components qualification, prototype quality assurance, and submission of prototypes for FTA (Full Type Approval) and CTA (China Testing Alliance) certifications. In addition, the team collects and organizes all relevant written documents produced and used throughout the design process. 9

~~FTA~~Table ~~certifies~~of ~~that a mobile handset submitted for testing has passed tests for its reliability and conformance with global standards.~~ Contents

~~CTA~~Item ~~certifies~~7. ~~that~~Management’s ~~the~~Discussion ~~use of telecommunication terminal equipment in the national telecommunications network has been approved~~ and ~~complies~~Analysis ~~with~~of ~~the~~Financial ~~requirements~~Condition ~~for network access~~ and ~~the~~Results ~~national standards established by the Ministry~~ of ~~Information Industry~~Operation.

~~Through~~The ~~our~~information ~~quality~~in ~~assurance~~this ~~team,~~discussion wecontains ~~adopt~~forward-looking ~~stringent~~statements ~~quality~~within ~~procedures~~the atmeaning of Section 27A of the ~~design~~Securities ~~stage~~Act of 1933, ~~incoming~~ ~~quality~~as ~~assurance~~amended, and Section 21E of ~~components~~the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and ~~parts~~uncertainties, ~~assembly~~including ~~testing~~statements regarding our capital needs, business strategy and ~~final~~expectations. ~~quality~~Any ~~testing~~statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. ~~Our selection~~In ~~criteria~~some ~~for~~cases, ~~suppliers~~you ~~emphasize~~can ~~reputation~~identify forward-looking statements by terminology such as "may", ~~time~~"will", to"should", ~~supply~~"expect", ~~availability~~"plan", of"intend", ~~components and~~"anticipate", ~~parts~~"believe", ~~among~~"estimate", "predict", "potential" or "continue", the negative of such terms or other ~~factors~~comparable terminology. Actual events or results may differ materially. We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

7 The following review concerns the year ended March 31, 2011.

~~Table~~As a result of ~~Contents~~the change in consumer preference away from the types of mobile phone handsets to which our design service and our mobile phone components were suited, our business has been in decline for some time. Management finally concluded that this trend will not reverse, and therefore in September 2010 we began winding down our phone design services, as well as the sales of mobile phone components, while continuing to operate the administrative side of the business which is customer service, warranty claims, and the collection of receivables. We also continue to assess the mobile phone market for possibilities of transitioning our operations to a different segment(s) of the mobile phone industry, as well as exploring various acquisition opportunities. These activities occupied and continue to occupy three full-time employees. The Company hopes to complete the transition to a different segment or the mobile phone industry, or make an acquisition not later than December 31, 2011. In the interim, it will continue its present reduced scope of operations.

~~Sales~~Loss ~~and~~from ~~marketing~~ Discontinued Operations

~~Our~~The ~~sales~~Company ~~force~~reported ~~consists~~losses of ~~approximately~~US$43,400,000 13and ~~salespeople~~US$6,766,000 from discontinued operations for the years ended March 31, 2011 and ~~support~~2010, ~~personnel~~respectively. ~~Most~~Loss offrom ~~them~~discontinued ~~have many~~operations for the years ended March 31, 2011 and 2010 consisted of ~~experience~~revenue inof ~~the~~US$9,643,000 ~~telecommunication~~and ~~industry.~~US$35,867,000, ~~They~~cost ~~are~~of ~~responsible~~revenue ~~for~~of ~~establishing~~ US$9,385,000 and ~~maintaining~~US$34,930,000, ~~client~~other ~~relationships~~income of US$238,000 ~~trying~~and toUS$180,000, ~~fulfill~~operating ~~customers’~~expenses ~~special~~of ~~needs~~US$43,896,000 and ~~introducing new~~US$7,919,000, ~~technologies~~gain on disposal of a subsidiary of US$NIL and ~~applications~~US$43,000, inrespectively. We recorded losses on discontinued operations as the ~~telecommunications~~Company ~~field~~suspended operations in September 2010 and we increased our allowance for doubtful receivables.

~~Intellectual~~Net ~~Property~~ loss attributable to common stockholders

WeAs ~~believe~~a ~~protection~~result of ~~our~~the ~~intellectual~~above ~~property~~item, ~~rights~~net isloss ~~extremely~~attributable ~~important~~to ~~for~~common ~~our~~stockholders ~~business. As~~was ~~of March 31~~US$42, ~~2010~~949,000 wefor ~~have~~the ~~registered~~year 17ended ~~patents~~March in31, ~~China~~2011, ofas ~~which~~compared 15to ~~have~~US$6,508,000 ~~been~~for ~~approved. All~~the ofyear ~~them~~ended ~~are~~March ~~patents~~31, ~~for product appearance~~2010. WeThe ~~have~~increase ~~also~~of ~~registered~~loss ~~six~~was ~~copyrights~~mainly ~~for software.~~the ~~All~~result of ~~them~~the ~~are~~increase ~~games~~in ~~and~~allowance ~~applications~~ for ~~mobile~~doubtful ~~phone~~receivables.

~~Our~~Loss ~~Competitors~~ per share attributable to common stockholders

~~There~~We ~~are~~reported ~~more~~loss ~~than~~per share attributable to common stockholders of US$1.43, based on a ~~hundred~~weighted ~~mobile~~average ~~phone~~number ~~design~~of ~~houses~~shares inoutstanding ~~China~~of 30,088,174 ~~including~~for ~~market~~the ~~leaders~~year ~~such~~ended ~~as China~~March ~~TechFaith~~31, ~~Wireless~~2011, ~~Communication~~compared ~~Technology~~with ~~Limited,~~a ~~Shanghai~~loss ~~Longcheer~~per ~~Telecommunication Co~~share of US$0.22,~~Ltd~~ ~~and~~based ~~SIMCom~~on ~~Information~~the ~~Technology~~same ~~Ltd.~~weighted ~~Other~~average ~~major~~number ~~design~~of ~~houses~~shares ~~include~~for ~~Shanghai~~the ~~WenTai Communication~~year ~~Technology~~ended ~~Co.~~March 31, ~~Ltd~~2010., ~~Shanghai~~Our ~~Huaqi~~outstanding ~~Telecom~~common ~~Technology~~stock ~~Co.~~was 30,088,174 ~~Ltd.~~shares as of March 31, ~~Shenzhen~~2011 ~~Jinwave Technology~~and ~~Co.~~March 31, ~~Ltd~~2010. ~~and~~We ~~Shenzhen~~do ~~Yulong~~not ~~Communication~~have ~~Technology~~any ~~Co.,~~preferred ~~Ltd.~~stock Weissued ~~believe~~or ~~Shanghai Longcheer~~outstanding ~~and~~warrants ~~Shanghai~~or ~~Simcom~~options ~~are~~as ~~our~~of ~~most~~March ~~direct~~31, ~~competitors~~2011 and March 31, 2010.

Certain of our competitors are substantially larger and have significantly greater financial, marketing, research and development, technological and operating resources and broader product lines than we do. 10

WeTable think that competition in our markets is based primarily on technology innovation, product performance, reputation, delivery times, customer support and price. We believe we are among the few design houses which are capable of ~~software design and hardware design as well as performing the whole spectrum of design activities and developing functions or applications at chipset-level modules.~~ Contents

~~Employees~~ Assets

AsCash ~~of March 31, 2010, we had approximately 80 full-time employees employed in China. From time to time we employ independent contractors to support our production, engineering, marketing,~~ and ~~sales departments.~~ cash equivalents

Web Site Access to Our Periodic SEC Reports

	As of March 31,
	(in thousands of US dollars)
	2010		2011
	US$		US$
Cash and cash equivalents		-		1

~~You~~Cash ~~may read~~ and ~~copy~~cash ~~any~~equivalents ~~public~~of ~~reports~~continuing weoperations ~~file~~were ~~with the SEC at the SEC’s Public Reference Room at 100 F Street~~US$1,000 ~~N.E.,~~as ~~Room 1580, Washington, D.C. 20549. You may obtain information on the operation~~ of ~~the~~March ~~Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site http://www.sec.gov that contains reports and information statements~~31, ~~and other information that we filed electronically~~2011.

~~Item~~Assets ~~1A.~~of ~~Risk~~discontinued ~~Factors.~~operations

Set forth below is a description of factors that may affect our business, results of operations and share price from time to time.

	As of March 31,
	(in thousands of US dollars)
	2010		2011
	US$		US$
Assets of discontinued operations		43,356		25

~~Aggregate~~Assets ~~demand for the types~~ of ~~mobile~~discontinued ~~phone~~operations ~~handsets to which our design services~~ were ~~suited have~~US$25,000 ~~been~~as onof aMarch ~~downward~~31, ~~trend~~2011. WeThe ~~are~~decrease ~~looking~~in atassets ~~ways~~of todiscontinued ~~deal~~operations ~~with~~was ~~this~~mainly ~~adverse change in~~ the ~~market.~~ Ifresult ~~we do not solve this problem within a reasonable period~~ of ~~time,~~the ~~our~~increase ~~long-term~~in ~~financial performance~~allowance ~~and~~for ~~condition~~doubtful ~~would be adversely affected~~receivables.

As a result of the global financial crisis and its consequence in its various manifestations, and also the change in consumer preference, aggregate demand for the types of mobile phone handsets to which our design services were suited, in the Mainland China market as well as the overseas market, have been on a downward trend. We are looking at ways to deal with this adverse change in the market. We may diversify into new businesses. However, it may take time to find new businesses to which we are suited and which offer a reasonable prospect of success. In the meantime, we plan to be prudent in the management of the Company, with a view to conserve cash. If this adverse situation continued for a long time, our long-term financial performance and condition would be adversely affected. Liabilities

	As of March 31,
	(in thousands of US dollars)
	2010		2011
	US$		US$
Continuing operations
Liabilities		4,037		4,960
Current liabilities		554		705
Long term liabilities		3,483		4,255

Discontinued operations
Liabilities		2,212		1,309

Total Liabilities		6,249		6,269

~~Table~~Our total liabilities of ~~Contents~~continuing operations as of March 31, 2011 were US$4,960,000, which consisted of US$705,000 in current liabilities and US$4,255,000 in long-term liabilities.

~~Our~~Long-term ~~sales~~liabilities ~~and profitability depend on the continued growth~~ of ~~the~~continuing ~~mobile~~operations ~~communications~~amounted ~~industry~~to ~~as well~~US$4,255,000 as ~~the growth~~ of ~~the~~March ~~new~~31, ~~market segments within that industry in which we have recently invested. If the mobile communications industry does not grow as we expect~~2011, orall ifof ~~the new market segments on~~ which wewere ~~have~~liabilities ~~chosen~~due to focus and in which we have recently invested grow less than expected, or if new faster-growing market segments emerge in which we have not invested, our sales and profitability may be adversely affectedshareholders.

~~Our~~Liabilities ~~business depends on continued growth in mobile communications in terms~~ of ~~the~~discontinued ~~number~~operations ~~of existing~~amounted ~~mobile subscribers who upgrade or simply replace their existing mobile devices, the number of new subscribers and increased usage. As well, our sales and profitability are affected by the extent~~ to ~~which there is increasing demand for~~US$1, ~~and development of~~309,000 ~~value-added~~as ~~services, leading to opportunities for us to successfully market mobile devices that feature these services. These developments in our industry are to a certain extent outside~~ of ~~our~~March ~~control. For example~~31, ~~we are dependent on operators in highly penetrated markets to successfully introduce services that cause a substantial increase in usage of voice and data. Further~~2011, inmost ~~order to support a continued increase in mobile subscribers in certain low-penetration markets, we are dependent on operators to increase their sales volumes~~ of ~~lower-cost~~which ~~mobile~~were ~~devices~~other ~~and~~payables ~~to offer affordable rates. If operators are not successful in their attempts to increase subscriber numbers, stimulate increased usage or drive replacement sales, our business~~ and ~~results~~accrued ~~of operations could be materially adversely affected~~expenses.

Our industry continues to undergo significant changes. First, the mobile communications, information technology, media and consumer electronics industries are converging in some areas into one broader industry leading to the creation of new types of mobile devices, services and ways to use mobile devices. Second, while participants in the mobile communications industry once provided complete products and solutions, industry players are increasingly providing specific hardware and software layers for products and solutions. As a result of these changes, new market segments within our industry have begun to emerge and we have made significant investments in new business opportunities in certain of these market segments, such as smartphones, imaging, games, music and enterprise mobility infrastructure. However, a number of the new market segments in the mobile communications industry are still in the early stages of their development, and it may be difficult for us to accurately predict which new market segments are the most advantageous for us to focus on. As a result, if the segments on which we have chosen to focus grow less than expected, we may not receive a return on our investment as soon as we expect, or at all. We may also forego growth opportunities in new market segments of the mobile communications industry on which we do not focus. 11

~~Our~~Table ~~results~~ of ~~operations, particularly our profitability, may be adversely affected if we do not successfully manage price erosion related to our products.~~ Contents

InLiquidity ~~the future, if, for competitive reasons, we need to lower the selling prices of certain of our products~~ and ifCapital we cannot lower our costs at the same rate or faster, this may have a material adverse effect on our business and results of operations, particularly our profitability. To mitigate the impact of product and service mix shifts on our profitability, we implement product segmentation with the aim of designing appropriate features with an appropriate cost basis for each customer segment. Likewise, we endeavor to mitigate the impact on our profitability of price erosion of certain features and functionalities by seeking to correctly time the introduction of new products, in order to align such introductions with declines in the prices of relevant components. We cannot predict with any certainty whether or to what extent we may need to lower prices for competitive reasons again and how successful we will be in aligning our cost basis to the pricing at any given point in time. Price erosion is a normal characteristic of the mobile devices industry, and the products and solutions offered by us are also subject to natural price erosion over time. If we cannot reduce our costs at the same rate, our business may be materially adversely affected. Resources

9 For the fiscal year ended March 31, 2011, we were winding down our provision of design solutions of wireless communication devices and sales of mobile phone components. We did not declare or pay dividends in the fiscal year ended March 31, 2011.

~~Table~~Cash and cash equivalents of ~~Contents~~continuing operations increased from US$Nil as of March 31, 2010 to US$1,000 as of March 31, 2011 and cash and cash equivalents of discontinued operations decreased from US$703,000 as of March 31, 2010 to US$25,000 as of March 31, 2011. The decrease was mainly attributed to the negative operating cash flows arising from the reduction in revenue and lack of receivables collected as our Company began to wind down the trading and production activities in September 2010.

WeAs ~~must~~of ~~develop~~March or31, ~~otherwise acquire complex~~2011, ~~evolving technologies to use in our business. If~~ we ~~fail~~ tohad ~~develop~~capital ~~these~~commitments ~~technologies~~of ~~or to successfully commercialize them as new advanced products and solutions that meet customer demand~~US$40,000 orin ~~fail~~relation to doacquisition ~~so on a timely basis, it may have a material adverse effect on our business, our ability to meet our targets and our results~~ of ~~operations~~intangible assets.

InWe ~~order to succeed in our markets, we~~ believe that wecash ~~must~~advances ~~develop~~from orshareholders ~~otherwise~~are ~~acquire~~necessary ~~complex, evolving technologies~~ to ~~use~~support in our ~~business.~~limited ~~However,~~operations ~~the development and use of new technologies, applications and technology platforms~~ for ~~our~~the ~~mobile~~next ~~devices~~twelve ~~involves time, substantial costs and risks both within and outside of our control~~months. ~~This is true whether we develop these technologies internally, by acquiring or investing in other companies or through collaboration with third parties.~~

~~The~~Going technologies, functionalities and features on which we choose to focus may not achieve as broad or timely customer acceptance as we expect. This may result from numerous factors including the availability of more attractive alternatives or a lack of sufficient compatibility with other existing technologies, products and solutions. Additionally, even if we do select the technologies, functionalities and features that customers ultimately want, we or the companies that work with us may not be able to bring them to the market at the right time. concern

~~Furthermore,~~We asbegan ato ~~result~~wind ofdown ~~ongoing~~our ~~technological~~business ~~developments,~~in ~~our~~September ~~products~~2010 and ~~solutions~~have ~~are increasingly~~accumulated ~~used~~losses ~~together~~from ~~with~~operations. ~~components~~The orcontinuation ~~layers~~of ~~that~~our ~~have~~Company ~~been~~as ~~developed~~a bygoing ~~third~~concern ~~parties, whether~~is ordependent ~~not~~upon wethe ~~have~~Company ~~authorized~~generating ~~their~~profitable ~~use~~operations ~~with~~in ~~our~~the ~~products~~future and ~~solutions. However, such components, such as batteries,~~ /or ~~layers,~~obtaining ~~such~~the asnecessary ~~software~~financing ~~applications,~~to ~~may~~meet ~~not~~its beobligations ~~compatible with our products~~ and ~~solutions~~repay ~~and~~its ~~may~~liabilities ~~not~~as ~~meet our~~ and ~~our~~when ~~customers’~~they ~~quality,~~fall ~~safety or other standards~~due. AsThese ~~well,~~financial ~~certain~~statements ~~components~~do ornot ~~layers~~include ~~that~~any ~~may~~adjustments berelating ~~used~~to ~~with~~the ~~our~~recovery ~~products may enable our products~~ and ~~solutions~~classification toof berecorded ~~used~~asset ~~for~~amounts ~~objectionable purposes, such as to transfer content that might be hateful~~ or ~~derogatory.~~the ~~The~~amount ~~use of our products~~ and ~~solutions~~classification ~~with~~of ~~incompatible~~liabilities ~~or otherwise substandard components or layers, or for purposes~~ that ~~are~~might ~~inappropriate,~~result isfrom ~~largely outside~~this ~~of our control and could harm our reputation in the industry~~uncertainty.

WeCritical ~~need~~Accounting to understand the different markets in which we operate and meet the needs of our customers, which include mobile network operators, distributors, independent retailers and enterprise customers. We need to have a competitive product portfolio, and to work together with our operator customers to address their needs. Our failure to identify key market trends and to respond timely and successfully to the needs of our customers may have a material adverse impact on our market share, business and results of operations. Policies

WeThe ~~serve~~financial astatements ~~diverse~~are ~~range~~prepared ofin ~~customers,~~accordance ~~ranging~~with ~~from~~accounting ~~mobile~~principles ~~network~~generally ~~operators,~~accepted ~~distributors, independent~~in ~~retailers~~the ~~to enterprise customers, across a variety of markets~~U. ~~In many of these markets~~S., ~~the~~which ~~mobile~~requires ~~communications~~us ~~industry~~to ismake atestimates ~~different stages of development,~~ and ~~many~~assumptions ~~of these~~in ~~markets~~certain ~~have~~circumstances ~~different~~that ~~characteristics~~affect ~~and~~amounts ~~dynamics,~~reported ~~for example,~~ in ~~terms~~the ofaccompanying ~~mobile penetration~~financial ~~rates~~statements and ~~technology,~~related ~~features~~footnotes. ~~and~~In ~~pricing~~preparing ~~preferences.~~these ~~Establishing~~financial ~~and~~statements, ~~maintaining good~~management ~~relationships~~has ~~with~~made ~~our~~its ~~customers~~best estimates and ~~understanding~~judgments ~~trends~~of ~~and~~certain ~~needs~~amounts included in ~~their~~the ~~markets~~financial ~~require us~~statements, togiving ~~timely~~consideration ~~obtain~~to ~~and~~materiality. ~~evaluate~~We ado ~~complex~~not ~~array~~believe ofthere ~~feedback~~is ~~and~~a ~~other~~great ~~data.~~likelihood Wethat ~~must~~materially dodifferent ~~this efficiently~~amounts inwould ~~order to~~ be ~~able~~reported related to ~~identify~~the ~~key~~accounting ~~market~~policies ~~trends~~described ~~and~~below. ~~address~~However, ~~our~~application ~~customers’~~of ~~needs proactively~~these ~~and~~accounting inpolicies ainvolves ~~timely~~the ~~manner.~~exercise Ifof wejudgment ~~fail to analyze correctly~~ and ~~respond~~use ~~timely~~of ~~and appropriately~~assumptions as to ~~customer~~future ~~feedback~~uncertainties and, ~~other~~as ~~data~~a result, ~~our~~actual ~~business~~results ~~may~~could bediffer ~~materially~~from ~~adversely affected~~these estimates.

~~Certain~~Revenue mobile network operators require mobile devices to be customized to their specifications, by requesting certain preferred features, functionalities or design, together with co-branding with the network operator’s brand. We believe that customization is an important element in gaining increased operator customer satisfaction and we are working together with operators on product planning as well as accelerating product hardware and software customization programs. These developments may result in new challenges as we provide customized products, such as the need for us to produce mobile devices in smaller lot sizes, which can impede our economies of scale, or the potential for the erosion of the Sunplus brand, which we consider to be one of our key competitive advantages. Recognition

InOur ~~order~~revenues toare ~~meet~~mainly ~~our~~derived ~~customers’~~from ~~needs,~~design wefees ~~need~~of tomobile ~~introduce~~handset ~~new~~design ~~devices~~services ~~on a timely basis~~ and ~~maintain~~ asales ~~competitive product portfolio. For us, a competitive product portfolio means a broad and balanced offering~~ of ~~commercially appealing~~ mobile ~~devices~~phone ~~with attractive features, functionality and design for all major user segments and price points~~components. IfWe weearn doour ~~not~~revenue ~~achieve~~mainly athrough ~~competitive portfolio~~NRE fees, ~~we believe that we will be at a competitive disadvantage~~royalties, ~~which may lead to lower revenue~~ and ~~lower~~sales ~~profits~~of products.

10 NRE fee. NRE fees stands for Non Refundable Engineering fees, a fixed one-off fee after an agreement has been signed by both the customer and the Company. The NRE fees are no less than the total expenses of project design which normally includes the cost of market study, product concept identification, hardware designs, software designs, engineer expenses, mechanical engineering designs, testing and quality assurance, pilot production and production support. The NRE fees are recognized when payments are received.

~~Table~~Royalty. In addition to NRE fees, we also charge royalties to our customers. Royalty is calculated at an agreed rate for each unit manufactured or sold by our customers. The rate is variable based on volume of ~~Contents~~mobile handsets manufactured or sold. Royalty income is recognized when confirmation of manufacturing or selling volume is obtained from customers.

~~The~~Component ~~competitiveness~~sales. ofRevenue ~~our~~from ~~portfolio~~sales ~~is also influenced by the value~~ of ~~the~~components ~~Sunplus brand. A number of factors,~~ including ~~actual~~but ornot ~~even~~limited ~~alleged~~to ~~defects~~PCBAs, inPCBs ~~our~~and ~~products~~wireless ~~and~~modules ~~solutions,~~is ~~may~~recognized ~~have~~when ~~a negative~~title ~~effect~~passes onto ~~our~~the ~~reputation~~customers, ~~and~~which ~~erode~~is ~~the~~generally ~~value~~when ofproducts ~~the~~are ~~Sunplus~~delivered ~~brand~~to them.

~~Competition in our industry is intense. Our failure to respond successfully to changes in the competitive landscape may have a material adverse impact on our business and results of operations.~~ 12

~~The~~Table markets for our products and solutions are intensely competitive. This competition has required us to extend lenient payment terms to our customers, which adversely affects cash flows. Industry participants normally compete with each other mainly on the basis of the breadth and depth of their product portfolios, price, operational and manufacturing efficiency, technical performance, product features, quality, customer support and brand recognition. We are facing increased competition from both our traditional competitors in the mobile communications industry as well as a number of new competitors, particularly from countries where production costs tend to be lower. Some of these competitors have used, and we expect will continue to use, more aggressive pricing strategies, different design approaches and alternative technologies than ours. In addition, some competitors have chosen a strategy of focusing on productization based on commercially available technologies and components, which may enable them to introduce products faster and with lower levels of research and development spending than our company. Contents

AsAllowance afor ~~result~~doubtful of developments in our industry, we also expect to face new competition from companies in related industries, such as consumer electronics manufacturers and business device and solution providers, including but not limited to Dell, HP, Microsoft, Nintendo, Palm, Research in Motion and Sony. Additionally, because mobile network operators are increasingly offering mobile devices under their own brand, we face increasing competition from non-branded mobile device manufacturers. If we cannot respond successfully to these competitive developments, our business and results of operations may be materially adversely affected. receivables

~~Reaching~~The ~~our~~Group ~~sales,~~recognizes ~~profitability,~~an ~~volume~~allowance ~~and~~for ~~market~~doubtful ~~share~~receivables ~~targets~~to ~~depends~~ensure onaccounts ~~numerous~~and ~~factors. These~~other ~~include~~receivable ~~our~~are ~~ability~~not overstated due to ~~offer~~uncollectibility. Allowance ~~products~~for ~~and~~doubtful ~~solutions~~receivables ~~that~~is ~~meet~~maintained ~~the~~for ~~demands~~all ofcustomers ~~the~~based ~~market~~on ~~and to~~a ~~manage~~variety ~~the~~of ~~prices~~factors, ~~and~~including ~~costs~~the length of ~~our~~time ~~products~~the ~~and~~receivables ~~solutions,~~are ~~our~~past ~~operational efficiency~~due, ~~the~~significant ~~pace of~~one-time ~~development~~events and ~~acceptance~~historical ofexperience. An ~~new~~additional ~~technologies,~~allowance ~~our~~for ~~success~~individual inaccounts is recorded when the ~~business~~Group ~~areas~~becomes ~~that~~aware weof ~~have recently~~a ~~entered,~~customer’s ~~and~~or ~~general~~other ~~economic~~debtor’s ~~conditions.~~inability ~~Depending~~to onmeet ~~those~~its ~~factors~~financial obligation, ~~some~~such ofas ~~which~~in wethe ~~may influence~~case ~~and~~of ~~others~~bankruptcy offilings ~~which~~or ~~are~~deterioration ~~beyond~~in ~~our~~the ~~control,~~customer’s weor ~~may~~other ~~fail~~debtor’s tooperating ~~reach~~results ~~our~~or ~~targets~~financial ~~and~~position. weIf ~~may fail~~circumstances related to ~~provide~~customers ~~accurate~~or ~~forecasts~~debtors ofchange, ~~our~~estimates ~~sales~~of ~~and~~the ~~results~~recoverability of ~~operations~~receivables would be further adjusted.

AThe ~~variety~~provision ofwas ~~factors~~made ~~discussed~~as ~~throughout~~follows: ~~these~~5% ~~Risk Factors could affect our ability to reach our targets and give accurate forecasts. Although we can influence some~~ of ~~these~~amounts ~~factors,~~due ~~some~~from of1 ~~them depend on external factors that are beyond our control. In our mobile device businesses, we seek~~ to ~~maintain~~180 ~~healthy~~days; ~~levels~~50% of ~~sales~~amounts ~~and~~due ~~profitability~~from ~~through~~180 ~~offering a competitive portfolio of mobile devices, growing faster than the market, working~~ to ~~improve~~365 ~~our~~days ~~operational efficiency, controlling our costs,~~ and ~~targeting~~100% ~~timely and successful product introductions and shipments. The quarterly and annual sales and operating results in our mobile device businesses also depend on a number~~ of ~~other~~amounts ~~factors~~due ~~that~~over ~~are~~365 ~~not within our control~~days. Such factors include the global growth in mobile device volumes, which is influenced by, among other factors, regional economic factors, competitive pressures, regulatory environment, the timing and success of product and service introductions by various market participants, including network operators, the commercial acceptance of new mobile devices, technologies and services, and operators’ and distributors’ financial situations. Our sales and operating results are also impacted by fluctuations in exchange rates and at the quarterly level by seasonality. In developing markets, the availability and cost, through affordable tariffs, of mobile phone service compared with the availability and cost of fixed line networks may also impact volume growth.

InSince ~~our~~the ~~mobile~~Group ~~networks~~suspended ~~business,~~its wemobile ~~also~~phone ~~seek~~business toin ~~maintain~~September ~~healthy~~2010, ~~levels~~without ~~of sales and profitability and try to grow faster than~~ the ~~market. Our networks~~ business’s ~~quarterly and annual net sales and operating results can be affected by a number of factors~~relationship, ~~some of which we can influence, such as our operational efficiency,~~ the ~~level~~collection of ~~our~~accounts ~~research~~receivable ~~and~~became ~~development~~increasingly ~~investments~~difficult. ~~and~~The ~~the deployment~~Group ~~progress~~determined ~~and~~that ~~technical~~the ~~success~~accounts wereceivable ~~achieve~~were ~~under~~unlikely ~~network~~to ~~contracts.~~be ~~Other relevant factors include operator investment behavior~~recovered, ~~which can vary significantly from quarter to quarter~~therefore, ~~competitive~~ ~~pressures~~the ~~and~~accounts ~~general~~receivable ~~economic~~were ~~conditions~~provided ~~although~~for ~~these~~in ~~are~~full ~~not~~for ~~within~~the ~~our control~~year.

11 13

Table of Contents

~~The~~Item ~~new business areas that we have entered may be less profitable than we currently foresee, or they may generate more variable operating results than we currently foresee~~8. Financial WeStatements ~~expect to incur short-term operating losses in certain of these new business areas given our early stage investments in research~~ and ~~development~~Supplementary ~~and marketing in particular~~Data. ~~Also our efforts in managing prices and costs in the long-term, especially balancing prices and sales volumes with research and development costs, may prove to be inadequate.~~

~~Although~~T-BAY ~~we may announce forecasts of our results of operations~~HOLDINGS, ~~uncertainties~~INC. ~~affecting~~AND any of these factors, particularly during difficult economic conditions, render our forecasts difficult to make, and may cause us not to reach the targets that we have forecasted, or to revise our estimates. SUBSIDIARIES

~~Our~~INDEX ~~sales~~TO ~~and~~CONSOLIDATED ~~results~~FINANCIAL of operations could be adversely affected if we fail to efficiently manage our manufacturing and logistics without interruption, or fail to ensure that our products and solutions meet our and our customers’ quality, safety and other requirements and are delivered in time. STATEMENTS

Our manufacturing and logistics requirements are complex, call for advanced and costly equipment and include outsourcing to third parties. These operations are continuously modified in an effort to improve manufacturing efficiency and flexibility. We may experience difficulties in adapting our supply to the demand for our products, ramping up or down production at our facilities, adopting new manufacturing processes, finding the timeliest way to develop the best technical solutions for new products, or achieving manufacturing efficiency and flexibility, whether we manufacture our products and solutions ourselves or outsource to third parties. Such difficulties may have a material adverse effect on our sales and results of operations and may result from, among other things: delays in adjusting or upgrading production at our facilities, delays in expanding production capacity, failure in our manufacturing and logistics processes, failures in the activities we have outsourced, and interruptions in the data communication systems that run our operations. Also, a failure or an interruption could occur at any stage of our product creation, manufacturing and delivery processes, resulting in our products and solutions not meeting our and our customers’ quality, safety and other requirements, or being delivered late, which could have a material adverse effect on our sales, our results of operations and reputation and the value of the Sunplus brand.


Report of Independent Registered Public Accounting Firm	F-1

Consolidated Balance Sheets	F-2

Consolidated Statements of Operations and Comprehensive Income	F-3

Consolidated Statements of Changes in Stockholders’Equity	F-4

Consolidated Statements of Cash Flows	F-5

Notes to Consolidated Financial Statements	F-6 – F-18

We depend on our suppliers for the timely delivery of components and for their compliance with our supplier requirements, such as, most notably, our and our customers’ product quality, safety and other standards. Their failure to do so could adversely affect our ability to deliver our products and solutions successfully and on time. 14

~~Our~~Table ~~manufacturing operations depend to a certain extent on obtaining adequate supplies~~ of fully functional components on a timely basis. Our principal supply requirements are for electronic components, mechanical components and software, which all have a wide range of applications in our products. Electronic components include integrated circuits, microprocessors, standard components, memory devices, cameras, displays, batteries and chargers while mechanical components include covers, connectors, key mats and antennas. In addition, a particular component may be available only from a limited number of suppliers. Suppliers may from time to time extend lead times, limit supplies or increase prices due to capacity constraints or other factors, which could adversely affect our ability to deliver our products and solutions on a timely basis. Moreover, even if we attempt to select our suppliers and manage our supplier relationships with scrutiny, a component supplier may fail to meet our supplier requirements, such as, most notably, our and our customers’ product quality, safety and other standards, and consequently some of our products are unacceptable to us and our customers, or we may fail in our own quality controls. Moreover, a component supplier may experience delays or disruption to its manufacturing, or financial difficulties. Any of these events could delay our successful delivery of products and solutions that meet our and our customers’ quality, safety and other requirements, or otherwise adversely affect our sales and our results of operations. Also, our reputation and brand value may be affected due to real or merely alleged failures in our products and solutions. Contents

12REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~Table~~The Board of ~~Contents~~Directors and Stockholders of

WeT-Bay ~~are developing a number of our new products and solutions together with other companies. If any of these companies were to fail to perform~~Holdings, ~~we may not be able to bring our products and solutions to market successfully or in a timely way and this could have a material adverse impact on our sales and profitability~~Inc.

We ~~continue~~have toaudited ~~invite~~ the ~~providers~~accompanying ofconsolidated ~~technology,~~balance ~~components~~sheets orof ~~software~~T-Bay toHoldings, ~~work~~Inc. ~~with us to develop technologies or new products~~ and ~~solutions.~~subsidiaries ~~These arrangements involve~~ (the ~~commitment~~“Company”) ~~by each~~as ~~company~~ of ~~various~~March ~~resources~~31, ~~including~~2011 ~~technology, research~~ and ~~development efforts~~2010, and ~~personnel.~~ ~~Although~~ the ~~target~~related ofconsolidated ~~these~~statements ~~arrangements~~of isoperations aand ~~mutually~~comprehensive ~~beneficial outcome for each party~~income, ~~our~~changes ~~ability~~in ~~to introduce new products and solutions that meet our and our customers~~stockholders’ ~~quality~~ equity, ~~safety~~ and ~~other~~cash ~~standards~~flows ~~successfully and on schedule could be hampered if,~~ for ~~example, any~~each of the ~~following~~two ~~risks~~years ~~were~~in ~~to materialize:~~ the ~~arrangements~~period ~~with~~ended ~~the~~March ~~companies that work with us do not develop as expected~~31, ~~the~~2011. ~~technologies~~These ~~provided~~consolidated byfinancial ~~the~~statements ~~companies that work with us~~ are ~~not sufficiently protected or infringe third parties’ intellectual property rights in a way that we cannot foresee or prevent,~~ the ~~technologies,~~responsibility ~~products~~of ~~or solutions supplied by~~ the ~~companies~~Company’s ~~that work~~management. ~~with~~Our usresponsibility dois ~~not~~to ~~meet~~express ~~the~~an ~~required~~opinion ~~quality,~~on ~~safety~~these ~~and~~consolidated ~~other~~financial ~~standards~~statements orbased ~~customer~~on ~~needs,~~ our ~~own~~ ~~quality controls fail, or the financial standing of the companies that work with us deteriorates~~audits.

~~Our~~We ~~operations~~conducted ~~rely~~our onaudits ~~complex~~in ~~and~~accordance ~~highly~~with ~~centralized~~the ~~information~~standards ~~technology~~of ~~systems~~the Public Company Accounting Oversight Board (United States). Those standards require that we plan and ~~networks~~perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. If ~~any~~The ~~system~~Company oris ~~network~~not ~~disruption~~required ~~occurs~~to have, ~~this~~nor ~~reliance~~were ~~could~~we ~~have~~engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a ~~material~~basis ~~adverse~~for ~~impact~~designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on ~~our~~ ~~operations~~the effectiveness of the Company’s internal control over financial reporting. Accordingly, ~~sales~~we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and ~~operating~~disclosures ~~results~~in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~Our~~In ~~operations~~our ~~rely~~opinion, ~~to a significant degree on~~ the ~~efficient~~consolidated ~~and~~financial ~~uninterrupted~~statements ~~operation~~referred ofto ~~complex and~~above ~~highly~~present ~~centralized~~fairly, ~~information~~in ~~technology~~all ~~systems~~material ~~and networks~~respects, ~~which~~the ~~are~~consolidated ~~integrated~~financial ~~with~~position ~~those~~ of ~~third~~the ~~parties.~~Company ~~Any~~as ~~failure~~of orMarch ~~disruption~~31, of2011 ~~our~~and ~~current~~2010 orand ~~future~~the ~~systems~~results orof ~~networks~~its ~~could~~operations ~~have a~~and ~~material~~cash ~~adverse~~flows ~~effect~~for oneach ~~our~~of ~~operations,~~the ~~sales~~two ~~and~~years ~~operating~~in ~~results.~~the ~~Furthermore,~~period ~~any~~then ~~data leakages~~ended ~~resulting~~in ~~from~~conformity ~~information~~with ~~technology~~accounting ~~security~~principles ~~breaches~~generally ~~could~~accepted ~~also~~in ~~adversely~~the ~~affect~~United usStates of America.

~~All~~The ~~information~~accompanying ~~technology~~consolidated ~~systems~~financial ~~are~~statements ~~potentially~~have ~~vulnerable~~been toprepared ~~damage~~assuming orthat ~~interruption~~the ~~from~~Company ~~a variety~~will ofcontinue ~~sources.~~as Wea ~~pursue~~going ~~various~~concern. ~~measures~~As discussed in ~~order~~Note 2 to ~~manage~~the ~~our~~consolidated ~~risks~~financial ~~related~~statements, tothe ~~system~~Company ~~and network~~has ~~disruptions~~incurred a loss of US$42,949,000 ~~including~~for the ~~use~~year ofended ~~multiple~~March ~~suppliers~~31, 2011 and ~~available~~had ~~information~~net ~~technology security.~~liabilities ~~However~~of US$6,243,000 ~~despite~~as ~~precautions~~of ~~taken~~March ~~by us~~31, an2011 ~~outage~~that inraise asubstantial ~~telecommunications~~doubt ~~network utilized~~about byits ~~any~~ability ofto ~~our~~continue ~~information~~as ~~technology~~a ~~systems,~~going ~~virus~~concern. Management’s orplans ~~other~~in ~~event~~regard ~~that~~to ~~leads~~these tomatters ~~an unanticipated~~are ~~interruption~~also ofdescribed ~~our~~in ~~information~~Note ~~technology~~2. The ~~systems~~financial orstatements ~~networks~~do ~~could~~not ~~have~~include aany ~~material adverse~~adjustments ~~effect~~that onmight ~~our~~result ~~operations,~~from ~~sales~~the ~~and~~outcome ~~operating~~of ~~results~~this uncertainty.

~~Our~~Certified ~~products~~Public and solutions include increasingly complex technology involving numerous new proprietary technologies, as well as some developed or licensed to us by certain third parties. As a consequence, evaluating the protection of the technologies we intend to use is more and more challenging, and we expect increasingly to face claims that we have infringed third parties’ intellectual property rights. The use of increasingly complex technology may also result in increased licensing costs for us, restrictions on our ability to use certain technologies in our products and solution offerings, and/or costly and time-consuming litigation. Third parties may also commence actions seeking to establish the invalidity of intellectual property rights on which we depend. Accountants

~~Our~~Hong products and solutions include increasingly complex technology involving numerous new proprietary technologies, as well as some developed or licensed to us by certain third parties. As the amount of such proprietary technologies needed for our products and solutions continues to increase, the number of parties claiming rights continues to increase and becomes more fragmented within individual products, and as the complexity of the technology and the overlap of product functionalities increases, the possibility of more infringement and related intellectual property claims against us also continues to increase. The holders of patents potentially relevant to our product and solution offerings may be unknown to us, or may otherwise make it difficult for us to acquire a license on commercially acceptable terms. There may also be technologies licensed to and relied on by us that are subject to claims of infringement or other corresponding allegations by others which could damage our ability to rely on such technologies. Kong

~~In addition~~June , although we endeavor to ensure that companies that work with us possess appropriate intellectual property rights or licenses, we cannot fully avoid risks of intellectual property rights infringement created by suppliers of components and various layers in our products and solutions or by companies with which we work in cooperative research and development activities. Similarly, we and our customers may face claims of infringement in connection with our customers’ use of our products and solutions. Finally, as all technology standards, including those used and relied on by us, include some intellectual property rights, we cannot fully avoid risks of a claim for infringement of such rights due to our reliance on such standards. We believe that the number of third parties declaring their intellectual property to be relevant to these standards is increasing, which may increase the likelihood that we will be subject to such claims in the future. 2011

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Table of Contents

Any restrictions on our ability to sell our products and solutions due to expected or alleged infringements of third party intellectual property rights and any intellectual property rights claims, regardless of merit, could result in material losses of profits, costly litigation, the payment of damages and other compensation, the diversion of the attention of our personnel, product shipment delays or the need for us to develop nonT-~~infringing~~BAY ~~technology or to enter into royalty or licensing agreements. If we were unable to develop non-infringing technology~~HOLDINGS, ~~or if royalty or licensing agreements were not available on commercially acceptable terms, we could be precluded from making and selling the affected products and solutions~~INC. AsAND new features are added to our products and solutions, we may need to acquire further licenses, including from new and sometimes unidentified owners of intellectual property. The cumulative costs of obtaining any necessary licenses are difficult to predict and may over time have a negative effect on our operating results. SUBSIDIARIES

InCONSOLIDATED ~~addition,~~BALANCE other companies may commence actions seeking to establish the invalidity of our intellectual property, such as, patent rights. In the event that one or more of our patents are challenged, a court may invalidate the patent or determine that the patent is not enforceable, which could harm our competitive position. If any of our key patents are invalidated, or if the scope of the claims in any of these patents is limited by a court decision, we could be prevented from licensing the invalidated or limited portion of our intellectual property rights. Even if such a patent challenge is not successful, it could be expensive and time consuming, divert management attention from our business and harm our reputation. Any diminution of the protection that our own intellectual property rights enjoy could cause us to lose some of the benefits of our investments in R&D, which may have a negative effect on our results of operations. SHEETS

IfMarch ~~we are unable to recruit~~31, ~~retain~~2011 and ~~develop appropriately skilled employees, we may not be able to implement our strategies and, consequently, our results of operations may suffer.~~ 2010

We(In ~~must~~thousands ~~continue to recruit, retain and through constant competence training develop appropriately skilled employees with a comprehensive understanding~~ of ~~our~~United ~~businesses~~States and technologies. As competition for skilled personnel remains keen, we seek to create a corporate culture that encourages creativity and continuous learning. We are also continuously developing our compensation and benefit policies and taking other measures to attract and motivate skilled personnel, to deal in particular with the recent demand for pay raises. Nevertheless, we have encountered in the past, and may encounter in the future, shortages of appropriately skilled personnel, which may hamper our ability to implement our strategies and harm our results of operations. dollars)

Our sales derived from, and assets located in the PRC, an emerging market country, may be adversely affected by economic, regulatory and political developments there. As our sales are derived from it, economic or political turmoil in the PRC could adversely affect our sales and results of operations. Our investments in the PRC may also be subject to other risks and uncertainties.

		MARCH 31,
	Note(s)	2011			2010

ASSETS
CURRENT ASSETS
Cash and cash equivalents		US$	1		US$	-


Total current assets			1			-

ASSETS OF DISCONTINUED OPERATIONS (including cash and cash equivalents of US$25,000 (2010: US$703,000))	9		25			43,356

TOTAL ASSETS		US$	26		US$	43,356

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accruals and other payables
Related parties	8	US$	617		US$	437
Third parties			88			117

Total current liabilities			705			554

LONG-TERM LIABILITIES
Due to shareholders	8		4,255			3,483
LIABILITIES OF DISCONTINUED OPERATIONS	9		1,309			2,212

Total liabilities			6,269			6,249

COMMITMENTS AND CONTINGENCIES	10

STOCKHOLDERS’ (DEFICIENCY)/EQUITY
Preferred stock, authorized 10,000,000 shares, par value US$0.001, issued and outstanding Nil	3(q)		-			-
Common stock, authorized 100,000,000 shares, par value US$0.001, issued and outstanding 30,088,174			30			30
Additional paid-in capital			1,462			1,462
Public welfare fund			2,109			2,109
Statutory surplus fund			4,219			4,219
(Accumulated losses)/retained earnings			(21,154	)		21,795
Accumulated other comprehensive income			6,025			5,830

Total stockholders’ (deficiency)/equity			(7,309	)		35,445

NON-CONTROLLING INTEREST			1,066			1,662

TOTAL STOCKHOLDERS’ (DEFICIENCY)/EQUITY	2		(6,243	)		37,107

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY)/EQUITY		US$	26		US$	43,356

WeThe ~~generate~~accompanying ~~sales~~notes ~~from and have invested in the PRC. As our sales~~ are ~~derived~~an ~~from~~integral ~~the~~part ~~PRC, economic or political turmoil there could adversely affect our sales and results~~ of ~~operations.~~these ~~Our investments~~consolidated infinancial the PRC may also be subject to risks and uncertainties, including unfavorable taxation treatment, exchange controls, challenges in protecting our intellectual property rights, nationalization, inflation, incidents of terrorist activity, currency fluctuations, or the absence of, or unexpected changes in, regulation as well as other unforeseeable operational risksstatements.

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~~Allegations~~T-BAY ~~of health risks from the electromagnetic fields generated by base stations and mobile devices~~HOLDINGS, ~~and~~INC. ~~the~~AND lawsuits and publicity relating to them, regardless of merit, could affect our operations negatively by leading consumers to reduce their use of mobile devices or by causing us to allocate monetary and personnel resources to these issues. SUBSIDIARIES

~~There~~CONSOLIDATED ~~has~~STATEMENTS ~~been~~OF ~~public~~OPERATIONS ~~speculation~~AND ~~about~~COMPREHENSIVE possible health risks to individuals from exposure to electromagnetic fields from base stations and from the use of mobile devices. While a substantial amount of scientific research conducted to date by various independent research bodies has indicated that these radio signals, at levels within the limits prescribed by public health authority safety standards and recommendations, present no discernable adverse effect on human health, we cannot be certain that future studies, irrespective of their scientific basis, will not suggest a link between electromagnetic fields and adverse health effects that would adversely affect our sales and share price. Research into these issues is ongoing by government agencies, international health organizations and other scientific bodies in order to develop a better scientific and public understanding of these issues. INCOME

~~Although~~For ~~Sunplus~~the ~~products~~years ~~and~~ended ~~solutions~~March ~~are designed to meet all relevant safety standards and recommendations globally~~31, no2011 more than a perceived risk of adverse health effects of mobile communications devices could adversely affect us through a reduction in sales of mobile devices or increased difficulty in obtaining sites for base stations, and ~~could have a negative effect on our reputation and brand value as well as harm our share price.~~ 2010

~~Changes~~(In inthousands ~~various types~~ of ~~regulation~~United inStates ~~countries~~dollars, ~~around~~except ~~the~~per ~~world~~share ~~could affect our business adversely.~~ data)

Our business is subject to direct and indirect regulation in each of the countries in which we, and the companies with which we work, or our customers, do business. As a result, changes in various types of regulations applicable to current or new technologies, products or services could affect our business adversely. For example, it is in our interest that the Federal Communications Commission maintains a regulatory environment that ensures the continued growth of the wireless sector in the United States. In addition, changes in regulation affecting the construction of base stations and other network infrastructure could adversely affect the timing and costs of new network construction or expansion and the commercial launch and ultimate commercial success of these networks.

	Note(s)	YEAR ENDED MARCH 31,
		2011			2010

NET REVENUE	3(k)	US$	-		US$	-

COST OF REVENUE			-			-

GROSS PROFIT			-			-

OPERATING EXPENSES
General and administrative expenses			137			169

TOTAL OPERATING EXPENSES			137			169

LOSS FROM OPERATIONS AND BEFORE INCOME TAX			(137	)		(169	)

INCOME TAX	5		-			-

NET LOSS FROM CONTINUING OPERATIONS			(137	)		(169	)

LESS: NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST			588			427

NET PROFIT ATTRIBUTABLE TO COMMON STOCKHOLDERS FROM CONTINUING OPERATIONS			451			258
LOSS FROM DISCONTINUED OPERATIONS	9		(43,400	)		(6,766	)

NET LOSS			(42,949	)		(6,508	)

OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment			195			24

COMPREHENSIVE LOSS		US$	(42,754	)	US$	(6,484	)

WEIGHTED AVERAGE NUMBER OF SHARES (in thousands)			30,088			30,088

EARNINGS/(LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (in dollars)	3(o)
- CONTINUING OPERATIONS			0.01			0.01
- DISCONTINUED OPERATIONS			(1.44	)		(0.23	)
			(1.43	)		(0.22	)

~~Moreover,~~The ~~the~~accompanying ~~implementation~~notes ofare ~~new~~an ~~technological~~integral orpart legal requirements, such as the requirement in the United States that all handsets must be able to indicate their physical location, could impact our products and solutions, manufacturing or distribution processes, and could affect the timing of ~~product~~ and solution introductions, the cost of our production, products or solutions as well as their commercial success. Finally, export control, tariff, environmental, safety and other regulation that adversely affect the pricing or costs of our products and solutions as well as new services related to our products could affect our net sales and results of operations. The impact of these ~~changes~~consolidated infinancial ~~regulation could affect our business adversely even though the specific regulations do not always directly apply to us or our products and solutions~~statements.

~~Our stock price has been historically volatile and may continue to be volatile, which may make it more difficult for you to resell shares when you want at prices you find attractive.~~ 17

~~The~~Table ~~trading price~~ of our ordinary shares has been and may continue to be subject to considerable daily fluctuations. During the twelve months ended March 31, 2010, the closing sale prices of our ordinary shares on the Over-the-Counter Bulletin Board ranged from US$0.05 to US$1.01 per share and the closing sale price on June 28, 2010 was US$0.10 per share. Our stock price may fluctuate in response to a number of events and factors, such as quarterly variations in operating results, announcements of technological innovations or new products and media properties by us or our competitors, changes in financial estimates and recommendations by securities analysts, the operating and stock price performance of other companies that investors may deem comparable, new governmental restrictions or regulations and news reports relating to trends in our markets. Contents

15 T-BAY HOLDINGS, INC. AND SUBSIDIARIES

~~Table~~CONSOLIDATED ofSTATEMENTS ~~Contents~~OF CHANGES IN STOCKHOLDERS’ EQUITY

~~Item~~For ~~1B.~~the ~~Unresolved~~years ~~Staff~~ended ~~Comments.~~March 31, 2011 and 2010

~~None.~~ (In thousands of United States dollars)

Item 2. Properties.

	Common stock				Additional paid-in capital		Public welfare fund		Statutory surplus fund		Retained earnings /(accumulated lossess)			Accumulated other comprehensive income		Total stockholders’ equity/ (deficiency)			Non- controlling interest			Total
	No. of shares				US$		US$		US$		US$			US$		US$			US$			US$

Balance, March 31, 2009		30,088,174		30		1,462		2,109		4,219		28,303			5,806		41,929			2,268			44,197
Net loss		-		-		-		-		-		(6,508	)		-		(6,508	)		(427	)		(6,935	)
Disposal of a subsidiary		-		-		-		-		-		-			-		-			(36	)		(36	)
Repayment to minority shareholder		-		-		-		-		-		-			-		-			(10	)		(10	)
Foreign currency translation adjustment		-		-		-		-		-		-			24		24			(133	)		(109	)
Balance, March 31, 2010		30,088,174	US$	30	US$	1,462	$	2,109	US$	4,219	US$	21,795		US$	5,830	US$	35,445		US$	1,662		US$	37,107
Net loss		-		-		-		-		-		(42,949	)		-		(42,949	)		(588	)		(43,537	)
Foreign currency translation adjustment		-		-		-		-		-		-			195		195			(8	)		187
Balance, March 31, 2011		30,088,174	US$	30	US$	1,462	US$	2,109	US$	4,219	US$	(21,154	)	US$	6,025	US$	(7,309	)	US$	1,066		US$	(6,243	)

AsThe ofaccompanying ~~March 31,~~notes ~~2010,~~are ~~we have~~ an ~~R&D~~integral ~~headquarter~~part inof ~~Shanghai,~~these ~~China~~consolidated ~~and~~financial ~~an office in Huizhou, Guangdong, China~~statements.

Our principal executive offices occupy area of 140 square meters on the 9th floor YongSheng Building, Zhongshan Xi Road, Xuhui District, Shanghai, China. The rental is US$2,000 per month. We also rent 950 square meters of office space in the QiaoXing Industry and Technology Zone, Tangquan, Huizhou, Guangdong, China. The rental is US$1,400 per month. These leased premises house the R&D and design department, product testing facilities, maintenance and administrative departments. 18

~~Item~~Table 3.of ~~Legal Proceedings.~~Contents

WeT-BAY ~~are not involved in any material pending legal proceedings at this time~~HOLDINGS, ~~and~~INC. ~~management~~AND ~~is not aware of any contemplated proceeding by any governmental authority.~~ SUBSIDIARIES

~~Item~~CONSOLIDATED 4.STATEMENTS ~~Submission~~OF ofCASH ~~Matters to a Vote of Security Holders.~~FLOWS

~~None.~~ For the years ended March 31, 2011 and 2010

16 (In thousands of United States dollars)

	Note(s)	FOR THE YEAR ENDED MARCH 31,
		2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continuing operations		US$	(137	)	$	(169	)
Decrease in accruals and other payables			(29	)		(39	)
Operating cash flows used in continuing operations			(166	)		(208	)
Operating cash flows used in discontinued operations			(684	)		(19,741	)
Net cash used in operating activities			(850	)		(19,949	)

CASH FLOWS FROM INVESTING ACTIVITIES
Net cash flows provided by investing activities of discontinued operations			-			14
Net cash provided by investing activities			-			14
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of cash advance to the minority shareholder			(8	)		(10	)
Cash advance from shareholders			180			152
Net cash flows provided by financing activities			172			142

Effect of exchange rate changes on cash			1			3

Net decrease in cash and cash equivalents			(677	)		(19,790	)

Cash and cash equivalents at beginning of year			703			20,493

Cash and cash equivalents at end of year (including cash of continuing and discontinued operations of US$1,000 and US$25,000, respectively (2010: US$Nil and US$703,000, respectively))		US$	26		US$	703

SUPPLEMENTAL INFORMATION
Income taxes paid		US$	-		US$	269

~~PART~~The IIaccompanying notes are an integral part of these consolidated financial statements.

~~Item~~Page 5.19 ~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases~~ of ~~Equity Securities.~~42

~~Our~~Table ~~common stock is listed on the Over-the-Counter Bulletin Board under the symbol “TBYH.OB”. As~~ of May 26, 2010, there were: (i) 319 shareholders of record, without giving effect to determining the number of shareholders who hold shares in “street name” or other nominee status; (ii) no outstanding options to purchase shares of our common stock; (iii) 30,088,174 outstanding shares of our common stock, of which 9,640,186 shares are either freely tradable or eligible for sale under Rule 144 or Rule 144K, and (iv) no shares subject to registration rights. Contents

~~The~~T-BAY ~~following table sets forth~~HOLDINGS, ~~for the fiscal quarters indicated, the high and low closing prices as reported by the Over-the-Counter Bulletin Board~~INC. ~~These~~AND ~~quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.~~ SUBSIDIARIES

~~Sales~~NOTES ~~Price~~ TO CONSOLIDATED FINANCIAL STATEMENTS

	High		Low
Fiscal 2010
First Quarter	US$	1.01	US$	0.21
Second Quarter	US$	0.50	US$	0.11
Third Quarter	US$	0.45	US$	0.20
Fourth Quarter	US$	0.30	US$	0.05
Fiscal 2009
First Quarter	US$	2.70	US$	1.80
Second Quarter	US$	2.36	US$	1.55
Third Quarter	US$	2.01	US$	0.65
Fourth Quarter	US$	0.63	US$	0.20

MARCH 31, 2011 and 2010

~~Dividend~~1. ~~Policy~~ The Company and Subsidiaries

WeT-Bay ~~have~~Holdings, ~~never~~Inc. ~~paid~~(the ~~cash~~“Company” ~~dividends~~or ~~and~~T-Bay) ~~have~~was noincorporated ~~plans~~under the laws of the State of Utah on August 8, 1984 as “Sharus Corporation” with authorized common stock of 50,000,000 shares with a par value of US$0.001. On June 13, 1989, the domicile of the Company was changed to dothe sostate of Nevada in ~~the~~connection ~~foreseeable~~with ~~future~~a name change to “Golden Quest, Inc.”. On ~~Our~~January ~~future dividend~~7, ~~policy~~2002, ~~will~~the bename ~~determined~~was bychanged ~~our~~to ~~Board~~“T-Bay Holdings, Inc.” as part of ~~Directors~~a ~~and~~reverse ~~will~~stock ~~depend~~split ~~upon~~of a400 ~~number~~shares of ~~factors,~~ ~~including~~outstanding ~~our~~stock ~~financial~~for ~~condition~~one share and ~~performance~~on November 23, ~~our~~2004, ~~cash~~the ~~needs~~Company ~~and~~increased ~~expansion~~the ~~plans, income~~authorized ~~tax~~common ~~consequences~~stock to 100,000,000 ~~and~~shares ~~the~~with ~~restrictions~~a ~~that~~par ~~applicable~~value ~~laws~~of ~~and~~US$0.001 ~~our~~as ~~credit~~part ~~arrangements~~of ~~then impose~~a reverse stock split of 20 outstanding shares for one share.

~~Recent~~On ~~Sales~~August 16, 2005, pursuant to an Agreement and Plan of ~~Unregistered~~Reorganization, ~~Securities~~ T-Bay issued 18,550,000 shares of its common stock for all of Amber Link International Limited’s (“Amber Link”) and Wise Target International Limited’s (“Wise Target”) outstanding shares of common stock (the “Merger”). Amber Link and Wise Target were two of the owners of Shanghai Sunplus Communication Technology Co., Ltd. (“Sunplus”). Wise Target owned a 75% interest and Amber Link owned a 20% interest in Sunplus. After the Merger, T-Bay indirectly owned a 95% interest in Sunplus. In March 2009, Wise Target transferred all its holdings (75%) in Sunplus to Amber Link for US$2,885,000 (HK$22,500,000). As a result of this transaction, Amber Link directly owned 95% of Sunplus and this transaction had no impact on the Company’s effective holdings of Sunplus. Shanghai Fanna Industrial Design Co., Ltd. owned the remaining 5% interest in Sunplus. On November 25, 2009, the Company transferred all its holdings (100%) in Amber Link to Wise Target for US$2,600. As a result of the transaction, the Company indirectly holds Amber Link and this transaction had no impact on the Company’s effective holdings of Amber Link and Sunplus.

~~During~~Wise ~~the~~Target ~~year~~was ~~ended~~incorporated ~~March 31,~~on ~~2010~~April 24, we2002 ~~did not issue any securities that were not registered~~ under the ~~Securities~~International ~~Act~~Business ofCompanies ~~1933,~~Act asin ~~amended (~~the ~~“Securities~~British ~~Act”)~~Virgin Islands.

17 Amber Link was incorporated on May 10, 2002 under the International Business Companies Act in the British Virgin Islands. During the year ended March 31, 2007, Amber Link commenced the sales of mobile phones and components. In September 2010, Amber Link suspended operations.

~~Table~~Sunplus was established on October 17, 2002 under the laws of ~~Contents~~the People’s Republic of China (“PRC”) as a Sino-foreign joint venture specialized in the development, production and sales of electronic telecommunication devices. Sunplus commenced operations on May 1, 2003. In September 2010, Sunplus suspended operations. At March 31, 2011, Sunplus has 3 staff, which were administrative staff.

~~Item~~On 6February 12, 2007, Sunplus established a wholly-owned subsidiary, Zhangzhou JiaXun Communication Facility Co., ~~Selected~~Ltd. ~~Financial~~(“Zhangzhou ~~Data~~JiaXun”) under the laws of the PRC. Zhangzhou JiaXun is an investment holding company.

~~The~~On ~~following~~March ~~tables~~19, ~~summarize the consolidated financial data of T-Bay Holdings~~2007, ~~Inc.~~Sunplus ~~for the periods presented. You should read the following financial information together with the information under “Management’s Discussion~~ and ~~Analysis~~Zhangzhou ofJiaXun ~~Financial~~acquired ~~Condition~~80% and ~~Results~~20%, respectively, of ~~Operations”~~ ~~and~~Fujian ~~our~~Qiaoxing ~~consolidated~~Industry ~~financial~~Co., ~~statements~~Ltd. ~~and~~(“Fujian ~~the related notes to these consolidated financial statements appearing elsewhere in this Form 10-K~~Qiaoxing”).

	Year Ended March 31
	In thousands, except share amounts
	2008		2009			2010
Revenue	US$	45,681	US$	34,838		US$	35,867
Cost of sales	US$	23,539	US$	24,440		US$	34,930
Gross profit	US$	22,142	US$	10,398		US$	937
Depreciation and amortization	US$	965	US$	1,012		US$	874
Selling and distribution expenses	US$	280	US$	245		US$	129
General and administrative expenses	US$	3,264	US$	10,043		US$	7,959
Other operating expenses	US$	—	US$	5,075		US$	—
Other income	US$	185	US$	545		US$	180
Interest expense	US$	3	US$	—		US$	—
Gain on disposal of a subsidiary	US$	—	US$	—		US$	43
Income (loss) before income taxes and noncontrolling interest	US$	18,780	US$	(4,420	)	US$	(6,928	)
Income tax expense	US$	3,188	US$	1,900		US$	7
Noncontrolling interests	US$	659	US$	429		US$	427
Net income/(loss) attributable to the Shareholders of the Company	US$	14,554	US$	(8,713	)	US$	(6,508	)
Income per Share — basic	US$	0.48	US$	(0.29	)	US$	(0.22	)
Income per Share — diluted	US$	0.48	US$	(0.29	)	US$	(0.22	)

On March 20, 2009, Sunplus disposed of its 80% interest in Fujian Qiaoxing to Qiaoxing Telecommunication Industry Company Limited (“QiaoXing Telecom”), a third party, at a consideration of US$12,230,000 (RMB84,000,000).

	Year Ended March 31
	In thousands, except share amounts
	2008		2009		2010
Balance Sheet Data:
Cash and cash equivalents	US$	23,330	US$	20,493	US$	703
Total current assets	US$	43,227	US$	48,585	US$	13,230
Assets of discontinued operations	US$	18,954	US$	724	US$	—
Total assets	US$	65,664	US$	51,867	US$	43,356
Accounts Payables	US$	688	US$	466	US$	155
Total current liabilities	US$	9,141	US$	3,415	US$	1,994
Liabilities of discontinued operation	US$	3,313	US$	—	US$	—
Long-term liabilities	US$	4,177	US$	4,255	US$	4,255
Total stockholders’ equity	US$	49,689	US$	41,929	US$	35,445

On April 9, 2009, Sunplus disposed of Zhangzhou JiaXun to QiaoXing Telecom at a consideration of US$731,000 (RMB5,000,000).

~~Item~~Page 7.20 ~~Management’s Discussion and Analysis~~ of ~~Financial Condition and Results of Operation.~~42

~~The~~Table ~~information in this discussion contains forward-looking statements within the meaning~~ of ~~Section 27A~~ of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. Actual events or results may differ materially. We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Contents

18 T-BAY HOLDINGS, INC. AND SUBSIDIARIES

~~Table~~NOTES ofTO ~~Contents~~CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~The~~MARCH ~~following review concerns the year ended March~~ 31, 2011 and 2010.

~~In the wake of the global financial crisis, our customers have become slow in their payments~~1. The ~~Company~~ does not expect settlement from customers within twelve months from the date of sale of goods or services. Therefore, in the financial statements, accounts receivable relating to revenue for the year ended March 31, 2010 have been discounted based on the future contractual cash flows at the current market interest rate that is available to the Company for similar financial instruments of 5%. US$1,425,000 was debited to revenue accordingly. Also, the customers changed their orders from design services to mobile phone components, to provide some relief to the financial strain that they have. This behavior has the effect of transferring part of the financing of the production of mobile phone handsets from our customers to us. This, together with the reduction in aggregate demand in the types of mobile phones to which our design services were suited, in the Mainland China market as well as the overseas market, resulted in a drastic reduction of customer orders for design services, for which the gross margin is relatively high. In addition to accounts receivable from our customers, our assets in the balance sheet as of March 31, 2010 also included other receivables which mainly represented remaining sales proceeds receivables of US$10,475,000 for disposal of 80% interest in Fujian QiaoXing. We expect to recover this amount in full by March 31, 2011, and no ~~allowance~~Subsidiaries for doubtful receivable had been made. The global financial crisis, and its consequence in various manifestations, has also caused an increase in credit risk on our receivables. We believe that we have made adequate provision for doubtful accounts in our financial statements. However, if the provision turns out to be inadequate, then our financial performance and our financial position will be adversely affected. The decline in purchases of design services and the slowness in collecting our accounts receivable pose potential risks to our financial performance. While there are limited steps that Management can take to mitigate these potential risks, we cannot be assured that our customers’ financial position will improve. Our business model has been adjusted with a view to conserve cash to allow us to get through this extended period of temporary hardship. The orderly collection of our long-outstanding accounts receivable and other receivables is necessary to the maintenance of sufficient liquidity and capital resources for our operations during the next 12 months. While we believe that adequate provisions on our accounts receivable and other receivables have been made, we cannot assure investors that their carrying amount (~~net of provision~~continued) ~~will be received in full within the anticipated time frame. A failure to collect the anticipated amount within the anticipated time frame would adversely affect our liquidity and capital resources.~~

~~Overview~~ As of March 31, 2011, the Group structure is as follows:-

~~Our net revenue increased~~ 2.9% ~~from~~Going US$34,838,000 for the year ended March 31, 2009 to US$35,867,000 for year ended 31 March 2010, which was the net result of a drop in revenue from design services, and an increase in revenue from our sales of mobile phone components. Our net results for the year changed from a loss of US$8,713,000 to a loss of US$6,508,000. This reduction of loss was the net result of the decrease in gross profit on the one hand, and the decrease in general and administrative expenses, the decrease in other operating expenses, the decrease in income tax and the decrease in the loss from discontinued operations on the other hand. We recorded a loss per share of US$0.22 for the year ended March 31, 2010, and a loss per share of US$0.29 for the year ended March 31, 2009. concern

~~Net~~These ~~Revenue~~ financial statements have been prepared on a going concern basis which assumes the Company and its subsidiaries (collectively referred to as the “Group”) will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Group suspended operations in September 2010 with a view to minimize future losses. As of March 31, 2011, the Group’s continuing and discontinued operations had net liabilities of US$6,243,000 and incurred a net loss of US$42,949,000 for the year. This raises substantial doubt about the Group’s ability to continue as a going concern. These financial statements do not include any adjustments that may result from this uncertainty. The Group’s ability to continue as a going concern is dependent upon the Group generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities as and when they fall due. Management intends to look for new business opportunities and to finance operating costs over the next twelve months with existing cash on hand and advances from shareholders. The Company is currently in search for potential new business but no contracts or agreements have been signed or concluded. The Company is also in negotiation to complete the disposal of the mobile phone design operations, comprising Amber Link and Sunplus. The management continues to operate the administrative side of the business which is customer service, warranty claims and the collection of receivables.

	Fiscal Year Ended March 31
(in thousands of US dollars)	2010		%		2009		%		Variance			%
Sales of mobile phone components	US$	35,212		98.2		23,614		67.8	US$	11,598			49.1	%
Revenue from design services	US$	655		1.8		11,224		32.2	US$	(10,569	)		-94.2	%
NET REVENUE	US$	35,867		100.0		34,838		100.0	US$	1,029			2.9	%

Page 21 of 42

19 Table of Contents

~~Table~~T-BAY ofHOLDINGS, ~~Contents~~INC. AND SUBSIDIARIES

~~Our~~NOTES ~~net~~TO ~~revenue~~CONSOLIDATED ~~was~~FINANCIAL ~~US$35,867,000~~STATEMENTS for the year ended March 31, 2010, which represented an increase of US$1,029,000, or 2.9%, from US$34,838,000 for the year ended March 31, 2009. Revenue from sales of mobile phone components was US$35,212,000 compared to US$23,614,000 in the previous fiscal year, representing a 49.1% increase. Revenue from design services decreased to US$655,000 from US$11,224,000 in previous fiscal year, representing a 94.2% decrease. (continued)

~~Our~~MARCH ~~net revenue increase was the net result of the increase in the sales of mobile phone components and the decrease in design services. In the fiscal year ended March~~ 31, ~~2010,~~2011 ~~customers~~and did not place as many orders for design services, but placed more orders for mobile phone components. As a result, the percentage of our revenue from sales of mobile phone components increased substantially as compared with prior year. 2010

~~For the year ended March 31, 2010, revenue from design services represented 1~~3.8% ofSummary ~~total revenue, while revenue from sales~~ of ~~mobile~~Significant ~~phone~~Accounting ~~components was 98.2%, compared to 32.2% from design services and 67.8% from sales of mobile phone components for the year ended March 31, 2009.~~ Policies

~~Detailed~~(a) ~~information~~Basis ~~on sale~~ of ~~mobile phone components~~ Preparation

~~Sales~~The ofconsolidated ~~mobile~~financial ~~phone~~statements ~~components~~as ~~(PCB~~of and ~~PCBA,~~for the ~~key~~two ~~components~~years inended ~~the~~March ~~manufacture~~31, of2011 ~~mobile handsets)~~and ~~increased~~2010 ~~from~~included ~~US$23,614,000~~the tofinancial ~~US$35,212,000,~~statements ~~representing~~of aT-Bay ~~49.1%~~and ~~increase.~~its ~~The~~subsidiaries ~~increase was~~(hereinafter, ~~largely~~referred ~~the~~to ~~result~~collectively ofas the ~~transfer~~“Group”) ofand ~~orders~~are ~~from~~prepared ~~design~~in ~~services~~conformity towith ~~mobile~~accounting ~~phone~~principles ~~components. For~~generally ~~customers~~accepted ~~who~~in ~~would like to relieve~~ the ~~strain~~United onStates ~~their~~of ~~finances,~~America ~~they~~(US ~~preferred~~GAAP). ~~buying~~All ~~mobile phone~~significant ~~components~~inter-company ~~rather~~balances ~~than~~and ~~design~~transactions ~~services,~~have ~~which~~been ~~requires~~eliminated ~~more~~on ~~capital investments~~consolidation.

We(b) ~~design~~Basis ~~and~~of manufacture PCB and provide PCBA according to our customers’ specifications. We manufactured more PCB and PCBA for our customers for the year ended March 31, 2010 when compared with the year ended March 31, 2009. Consolidation

~~Detailed~~The ~~information~~consolidated onbalance ~~revenue~~sheets ~~from~~as ~~design~~of ~~services~~ March 31, 2011 and 2010 and the consolidated statements of operations and comprehensive income for the years ended March 31, 2011 and 2010 included T-Bay, Wise Target, Amber Link and Sunplus.

~~Revenue~~Non-controlling ~~from~~interest ~~design~~represents ~~services~~minority ~~decreased~~shareholder’s ~~from~~interest ~~US$11,224,000~~in ~~for~~ the ~~year~~results ended March 31, 2009 to US$655,000 for the year ended March 31, 2010, representing a 94.2% decrease. In the year ended March 31, 2010, there was a drastic reduction of customer orders for design services compared with the previous fiscal year. We believe that as a result of the global financial crisis and ~~its consequence~~net inassets ~~its various manifestations, and also the change in consumer preference, aggregate demand for the types~~ of ~~mobile phone handsets to which our design services were suited, in the Mainland China market as well as the overseas market, had been on a downward trend~~Sunplus. The decrease in design services was to a certain extent also the result of order transfer, as customers shifted from purchasing design services to purchasing components. By purchasing components rather than design services, customers have been able to conserve cash.

~~Cost~~As mentioned in Note 1, AmberLink and Sunplus suspended operations in September 2010, therefore, the financial position and results of ~~Revenue~~ operations of AmberLink and Sunplus have been presented as discontinued operations for all periods shown in the accompanying consolidated financial statements (see note 9).

~~For~~(c) the fiscal year ended March 31, 2010, cost of revenue increased to US$34,930,000 from US$24,440,000 in the fiscal year ended March 31, 2009, representing a 42.9% increase. Cost of revenue primarily consisted of the purchase cost of raw and processed materials. Reclassifications

~~Detailed~~Certain ~~information~~reclassifications onwere ~~Cost~~made ofto ~~Revenue~~ conform prior years’ financial statements to the current presentation.

	Fiscal Year Ended March 31
(in thousands of US dollars)	2010		2009		Variance		%
Cost of revenue	US$	34,930	US$	24,440	US$	10,490		42.9	%
Raw materials	US$	34,104	US$	22,952	US$	11,152		48.6	%
R&D	US$	—	US$	17	US$	-17		-100.0	%
Salaries	US$	791	US$	938	US$	-147		- 15.7	%
Business tax	US$	35	US$	533	US$	-498		- 93.4	%

(d) Use of Estimates

20 In preparing financial statements in conformity with US GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported periods. Significant estimates include useful lives of depreciable and amortizable assets and allowance for doubtful receivables. Actual results could differ from those estimates.

~~Table~~(e) ofCash ~~Contents~~and Cash Equivalents

The ~~increase~~Group inconsiders ~~cost~~all ofhighly ~~revenue~~liquid ~~was~~investments ~~mainly~~with ~~attributable~~original tomaturities ~~an increase in the purchase~~ of ~~raw materials.~~three Asmonths weor ~~manufactured~~less ~~more~~at ~~PCB and PCBA boards for our customers, we purchased more raw materials in~~ the ~~current~~time ~~fiscal~~of ~~year~~purchase ~~than~~to inbe ~~the~~cash ~~fiscal~~equivalents. ~~year~~As ~~ended~~of March 31, ~~2009.~~2011 ~~Key materials for manufacture such as chipsets~~ and ~~PCB blank boards accounted for a large proportion of cost of raw materials. The cost of raw material increased by US$11~~2010,~~152,000,~~ orthe ~~48.6~~Group %,did ~~from~~not ~~US$22,952,000~~have ~~for the~~any ~~fiscal~~cash ~~year ended March 31, 2009~~equivalents.

~~Gross~~Page ~~profit~~ 22 of 42

~~Our~~Table ~~gross~~of profit was US$937,000 for the fiscal year ended March 31, 2010 as compared to US$10,398,000 for the fiscal year ended March 31, 2009, representing a 91.0% decrease. The decrease in gross profit was mainly attributable to the significant decrease in revenue from design services with high profit margin. Contents

~~Operating~~T-BAY ~~Expenses~~ HOLDINGS, INC. AND SUBSIDIARIES

~~Operating~~NOTES ~~expenses~~TO ~~consist~~CONSOLIDATED ofFINANCIAL ~~selling~~STATEMENTS ~~expenses and general and administrative~~ (~~G&A~~continued) expenses and other operating expenses. For the fiscal year ended March 31, 2010, operating expenses were US$8,088,000, as compared to US$15,363,000 for the fiscal year ended March 31, 2009, representing a 47.4% decrease.

~~Detailed~~MARCH ~~information of operating expenses for the years ended March~~ 31, ~~2010~~2011 and ~~2009 is as follows:~~ 2010

	Fiscal Year Ended March 31,
	2010					2009
(in thousands of US dollars)	Amount		% of net revenue			Amount		% of net revenue
Operating Expenses	US$	8,088		22.5	%	US$	15,363		44.1	%
Selling Expenses	US$	129		0.4	%	US$	245		0.7	%
G&A Expenses	US$	7,959		22.2	%	US$	10,043		28.8	%
Other Operating Expenses	US$	—		0	%	US$	5,075		14.6	%

3. Summary of Significant Accounting Policies (continued)

~~Operating~~(f) ~~expenses~~Allowance ~~during the fiscal year ended March 31, 2010 were US$8,088,000, 22.5% of revenue, compared to US$15,363,000, or 44.1% of revenue,~~ for ~~the~~Doubtful ~~fiscal~~Receivables ~~year ended March 31, 2009. The decrease was mainly attributed to the decrease in G&A expenses and the decrease in other operating expenses.~~ (continued)

~~Selling~~The ~~expenses~~Group ~~decreased~~recognizes ~~from~~an ~~US$245,000~~allowance for doubtful receivables to ~~US$129~~ensure accounts and other receivable are not overstated due to uncollectibility. Allowance for doubtful receivables is maintained for all customers based on a variety of factors,~~000~~ including the length of time the receivables are past due, significant one-time events and historical experience. An ~~The~~additional ~~decrease~~allowance ~~was~~for ~~mainly~~individual ~~attributable~~accounts is recorded when the Group becomes aware of a customer’s or other debtor’s inability to meet its financial obligation, such as in the ~~closure~~ case of ~~our~~bankruptcy ~~sales~~filings ~~office~~or deterioration in ~~Shenzhen~~the customer’s or other debtor’s operating results or financial position. If circumstances related to customers or debtors change, estimates of the recoverability of receivables would be further adjusted.

~~G&A~~The ~~expenses~~provision ~~were~~was ~~US$7,959,000,~~made ~~22.2%~~as offollows: ~~revenue, compared to US$10,043,000, or 28.8~~5% of ~~revenue~~amounts ~~in the last fiscal year. The decrease in G&A expenses was mainly~~ due ~~to the decrease of allowance for doubtful receivables~~ from ~~US$8,077,000~~1 to ~~US$6,227,000~~180 ~~and~~days; a50% ~~decrease~~ of ~~salaries.~~amounts due ~~Included~~from in180 the G&A expenses was the charge for allowance for doubtful receivables. We increased allowance for doubtful receivables by US$6,227,000 for the year ended 31 March 2010. The allowance for doubtful receivables was US$15,429,000 as of March 31, 2010 compared to ~~US$9,202,000~~365 asdays ~~of March 31, 2009. Allowance for doubtful receivables is maintained for all customers based on a variety of factors, including the overall economy~~ and ~~industry~~100% ~~condition, length~~ of ~~time~~amounts ~~the receivables are past~~ due, ~~significant one-time~~over ~~events~~365 ~~and historical experience~~days. For the year ended March 31, 2010, particular consideration was given to the increased credit risk due to the sluggish economic climate, which was evident from the increase in the length of time the receivables were past due. With a view to halting further increases in allowance for doubtful receivables, in its decision to grant credit to its customers, the Company has been using more stringent criteria in the evaluation of their creditworthiness.

21 Since the Group suspended its mobile phone business in September 2010, without the business relationship, the collection of accounts receivable became increasingly difficult. The Group determined that the accounts receivable were unlikely to be recovered, therefore, the accounts receivable were provided for in full for the year.

~~Table~~(g) ofProperty, ~~Contents~~Plant and Equipment

~~Other~~Property, ~~operating~~plant ~~expenses~~and ~~for~~equipment is stated at cost. Depreciation is provided principally by use of the ~~fiscal~~straight-line ~~year~~method ~~ended~~over ~~March 31,2009~~the ~~represented~~estimated ~~compensation~~useful lives of ~~US$5~~ the related assets. Expenditure for maintenance and repairs,~~075,000~~ ~~(2010:~~which ~~US$nil)~~does tonot ~~two~~improve ~~customers~~or toextend ~~compensate~~the ~~them~~expected ~~for~~useful ~~subcontracting~~life ~~fees~~of ~~and~~the ~~raw materials~~assets, ~~consumed~~is ~~for~~expensed ~~two~~to ~~defectively~~operations ~~designed~~while ~~mobile~~major ~~phone~~repairs ~~PCBAs~~are capitalized.

~~Loss~~Management ~~from~~estimates ~~Operations~~ that property, plant and equipment have a 10% residual value. The estimated useful lives are as follows:

Loss from operations was US$7,151,000 in fiscal year ended March 31, 2010, compared to loss of US$4,965,000 in year ended March 31, 2009. This increase in loss was the net result of the decrease of revenue in design service with relatively high gross profit margin, which was not adequately made up for by the increase in the sales of mobile phone components with relatively low profit margin on the one hand, and the decrease in compensation to customers on the other hand.

Machinery	5 years
Office equipment	5 years
Motor vehicles	5 years

~~Income~~The ~~Tax~~ gain or loss on disposal of property, plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets, and, if any, is recognized in the statement of operations and comprehensive income.

~~Sunplus~~(h) isIntangible ~~subject to PRC Enterprise Income Tax. Pursuant to the PRC Income Tax Laws, the prevailing statutory rate of enterprise income tax in Shanghai was 25%.~~ Assets

~~For~~Intangible ~~the~~assets ~~year~~consist ~~ended~~of ~~March 31,~~software ~~2010,~~and ~~Sunplus~~patents ~~recorded~~and anare ~~income~~amortized ~~tax~~using ~~expense US$7,000, compared to US$1,900,000 in~~ the ~~year~~straight-line ~~ended~~method ~~March 31,~~over ~~2009.~~their ~~The~~estimated ~~income~~useful ~~tax~~life ~~expenses~~ of ~~US$7,000~~5 ~~related to an under-provision in the prior year~~years. ~~No income tax expense relating to the current fiscal year was recorded for the year ended March 31, 2010 as Sunplus incurred a loss for this fiscal year.~~

~~Non~~(i) Impairment of Long-~~controlling~~Lived ~~Interest~~ Assets

~~Non-controlling~~In ~~interest~~accordance ~~represents~~with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) No. 360-10-35, the ~~portion~~Group ofevaluates ~~loss~~its long-lived assets to determine whether later events and circumstances warrant revised estimates of ~~Sunplus~~useful ~~that~~lives weor doa ~~not~~reduction ~~own~~in carrying value due to impairment. InIf indicators of impairment exist and if the ~~fiscal~~ value of the assets is impaired, an impairment loss would be recognized. For the year ended March 31, ~~2010~~2011, ~~non-controlling~~an ~~interest~~impairment ~~was~~loss ~~attributable~~of toUS$47,000 ~~the~~(2010: 5%US$Nil) ofhas ~~the~~been ~~equity interest~~recognized, ofwhich ~~Sunplus~~is ~~owned~~included byin ~~Shanghai~~loss ~~Fanna~~from discontinued operations.

~~Loss~~Page ~~from~~23 ~~Discontinued~~of ~~Operations~~ 42

~~For~~Table ~~the year ended March 31, 2009, the Company reported a loss~~ of US$2,822,000 (2010: US$nil) from discontinued operations. Loss from discontinued operations for the year ended March 31, 2009 consisted of other revenue of US$2,000, operating losses of US$90,000, loss on disposal of a subsidiary of US$2,730,000 and impairment loss on assets of discontinued operations of US$4,000. We recorded losses on discontinued operations as Sunplus disposed of its 80% interest in its subsidiary Fujian QiaoXing for US$12,230,000 (RMB84,000,000), which was US$2,730,000 less than the carrying values of Fujian QiaoXing’s net assets. Contents

22 T-BAY HOLDINGS, INC. AND SUBSIDIARIES

~~Table~~NOTES ofTO ~~Contents~~CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~Net~~MARCH ~~loss~~ 31, 2011 and 2010

As a result of the above items, net loss attributable to common stockholders was US$6,508,000 for the year ended March 31, 2010, as compared to net loss attributable to common stockholders of US$8,713,000 for the year ended March 31, 20093. ~~This~~Summary ~~reduction~~ of ~~loss~~Significant ~~was~~Accounting ~~the~~Policies net result of the decrease of revenue in design service with relatively high gross profit margin, which was not adequately made up for by the increase in the sales of mobile phone components with relatively low profit margin on the one hand, and the decrease in G&A expenses, the decrease in compensation paid to customers, the decrease in income tax and the decrease in loss from discontinued operations on the other hand. (continued)

~~Loss~~(j) ~~per~~Income ~~share attributable to common stockholders~~ Taxes

WeThe ~~reported~~Group ~~loss~~accounts ~~per~~for ~~share~~income ~~attributable~~taxes tounder ~~common~~FASB ~~stockholders~~ASC ofNo. ~~US$0~~740.~~22,~~ Under ~~based~~FASB onASC aNo. ~~weighted average~~740, ~~number~~deferred oftax ~~shares~~assets ~~outstanding~~and ofliabilities ~~30,088,174~~are recognized for the ~~year~~future ~~ended~~tax ~~March 31,~~consequences ~~2010,~~attributable ~~compared~~to ~~with a~~differences ~~loss~~between ~~per~~the ~~share~~financial statement carrying amounts of ~~US$0~~existing assets and liabilities and their respective tax bases.~~29,~~ Deferred ~~based~~tax onassets ~~the~~and ~~same~~liabilities ~~weighted~~are ~~average~~measured ~~number~~using ofenacted ~~shares~~tax ~~for~~rates expected to apply to taxable income in the ~~year~~years ~~ended March 31,~~in ~~2009.~~which ~~Our~~those ~~outstanding~~temporary ~~common~~differences ~~stock~~are ~~was~~expected ~~30,088,174~~to ~~shares~~be asrecovered ofor ~~March 31,~~settled. Under ~~2010~~FASB ~~and~~ASC ~~March 31~~No. 740, ~~2009.~~the Weeffect doon ~~not~~deferred ~~have~~tax ~~any~~assets ~~preferred~~and ~~stock~~liabilities ~~issued~~of ora ~~outstanding~~change ~~warrants~~in ortax ~~options~~rates asis ofrecognized ~~March 31,~~in ~~2010~~income ~~and~~in ~~March 31,~~the ~~2009~~period that includes the enactment date.

~~Assets~~ The Group reviews the differences between the tax bases under PRC tax laws and financial reporting under US GAAP. As of March 31, 2011 and 2010, no material differences were found; therefore, there were no material deferred tax assets or liabilities arising from the operations of the subsidiaries in the PRC.

~~Cash~~FASB ASC No 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and ~~cash~~it ~~equivalents~~ prescribes a recognition threshold and measurement attributable for the financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC No. 740 also provides guidance on derecognizing, classification, interest and penalties, accounting in interim periods, disclosures and transitions. Interest and penalties from tax assessments, if any, are included in general and administrative expenses in the consolidated statements of operations and comprehensive income.

	As of March 31
	(in thousands of US dollars)
	2010		2009
Cash and cash equivalents		703		20,493

The Group recognizes that virtually all tax positions in the PRC are not free of some degree of uncertainty due to tax law and policy changes by the PRC government. However, the Group cannot reasonably quantify political risk factors and thus must depend on guidance issued by current PRC government officials.

~~Cash~~Based on all known facts and ~~cash~~circumstances ~~equivalents~~and ~~were~~current ~~US$703~~tax law,~~000~~ the Group believes that the total amount of unrecognized tax benefits as of March 31, ~~2010.~~2011 ~~Decrease~~and in2010 ~~cash~~is ~~and~~not ~~cash~~material ~~equivalents was~~to ~~mainly~~its ~~attributed~~results toof ~~the~~operations, ~~negative~~financial ~~operating~~condition or cash flows. ~~arising~~The ~~from~~Group also believes that the ~~paltry~~total ~~gross~~amount ~~profit~~of unrecognized tax benefits as of March 31, 2011 and 2010, if recognized, would not have a material effect on its effective tax rate. The Group further believes that there are no tax positions for which it is reasonably possible, based on current Chinese tax law and policy, that the ~~significant~~unrecognized tax benefits will significantly increase or decrease over the next twelve months producing, individually or in ~~accounts~~the ~~receivable~~aggregate, a material effect on the Group’s results of operations, financial condition or cash flows.

~~Accounts~~Under ~~receivable~~current PRC tax laws, ~~net~~ no tax is imposed in respect to distributions paid to owners except individual income tax.

AsPage of24 ~~March 31, 2010, accounts receivable amounted to US$28,493,000, an increase~~ of US$14,132,000 compared to US$14,361,000 as of March 31, 2009. The increase was mainly the net result of an increase in the gross amount of accounts receivable and an increase in the allowance for doubtful accounts receivable. The gross amount of the accounts receivable increased by US$21,726,000 mainly because trade debtors took longer to pay in an economic environment which was deteriorating. The allowance for doubtful accounts receivable increased by an amount of US$7,594,000 for the year ended March 31, 2010. The Company evaluated credit risk on trade debtors and maintained its allowance policy of 100% provision for accounts receivable overdue more than one year. It is to reflect significant credit risk in the wake of the financial crisis, with its consequence in various manifestations. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. 42

~~Due~~Table to the financial crisis, the Company does not expect settlement from customers in the next twelve months, therefore, accounts receivables relating to revenue for the year ended March 31, 2010 have been discounted based on the future contractual cash flows at the current market interest rate that is available to the Company for similar financial instruments of ~~5%. US$1,425,000 was debited to revenue accordingly.~~ Contents

23 T-BAY HOLDINGS, INC. AND SUBSIDIARIES

~~Table~~NOTES ofTO ~~Contents~~CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~Detailed~~MARCH ~~information~~31, on2011 ~~accounts~~and ~~receivables, net~~ 2010

	As of March 31
	(in thousands of US dollars)
	2010			2009
Accounts receivable, gross		42,769			21,043
Allowance of doubtful debts		(14,276	)		(6,682	)
Accounts receivable, net		28,493			14,361
Classified as current assets		—			14,361
Classified as non-current assets		28,493			—

3. Summary of Significant Accounting Policies (continued)

~~Prepayments,~~(k) ~~deposits~~Revenue ~~and other receivables, net~~ Recognition

~~Prepayments,~~Revenue ~~deposits~~from ~~and~~goods ~~other~~sold ~~receivable~~is ~~mainly~~recognized ~~represented~~when ~~remaining~~title ~~sales~~has ~~proceeds~~passed ~~receivables of~~to ~~US$10~~the purchaser,~~475,000~~ ~~(2009:~~which ~~US$11,928,000)~~generally ~~for~~is ~~disposal~~at the time of ~~80%~~delivery. Revenue ~~interest~~from ~~in Fujian~~design ~~QiaoXing.~~services Anis ~~allowance~~recognized when earned on the basis of ~~US$1,153,000~~ ~~(2009:~~the ~~US$2,520,000)~~terms ~~was~~specified ~~made~~in ~~against~~the ~~long-outstanding~~underlying ~~other~~contractual ~~receivables~~agreements.

~~Pursuant~~(l) toResearch ~~the agreement signed between Sunplus~~ and ~~Qiaoxing~~Development Telecom in respect of the disposal of Fujian QiaoXing to Qiaoxing Telecom in March 2009, Qiaoxing Telecom was to settle this outstanding balance by June 2009. However, Qiaoxing Telecom was unable to obtain approval from the local governmental bureau in Zhangzhou to develop the land held by Fujian QiaoXing. This was due to the delay in development by Fujian QiaoXing. When the Zhangzhou local government granted the land use right to Fujian QiaoXing in 2006, Fujian QiaoXing was required to develop the land within three years. However, the land had not been developed prior to the disposal to Qiaoxing Telecom and the local authorities have refused to approve the development plans submitted by Qiaoxing Telecom. Costs

~~Recently,~~Research ~~the~~and ~~Company~~development ~~has~~costs ~~actively~~consist ~~liaised~~of ~~with~~expenditure ~~the~~incurred ~~Zhangzhou~~during ~~local~~the ~~governmental~~course ~~bureau~~of toplanned ~~apply for~~research anand ~~extension~~investigation ofaimed ~~the~~at ~~land~~discovery ~~development.~~of ~~Based~~new onknowledge ~~this~~which ~~contact,~~will ~~the~~be ~~Company,~~useful infor ~~conjunction~~developing ~~with its~~new ~~legal~~products ~~counsel,~~or ~~has~~significantly ~~made~~enhancing ~~its~~existing ~~initial~~products, ~~assessment~~and of the ~~situation~~implementation ~~and~~of ~~concluded~~such ~~that~~through itdesign isand ~~more likely~~testing ~~than~~of ~~not~~product ~~that~~alternatives. All ~~the~~expenses ~~Zhangzhou~~incurred ~~local~~in ~~government~~connection ~~bureau~~with ~~will~~the ~~provide~~Group’s anresearch ~~extension~~and ~~for~~development ~~developing the~~activities ~~land~~are ~~and~~charged ~~Qiaoxing~~to ~~Telecom~~current ~~can~~income. ~~honor~~During the ~~agreement~~two ~~and~~years ~~settle~~ended ~~the~~March ~~balance~~31, ~~due~~2011 toand ~~Sunplus. Accordingly~~2010, no ~~allowance~~research ~~has~~and ~~been~~development ~~made~~costs inwere ~~respect~~charged ofto the ~~sales~~statement ~~proceeds~~of ~~receivable~~operations ~~from~~and ~~QiaoXing Telecom~~comprehensive ~~of US$10,475,000~~income.

~~Property,~~(m) ~~Plant~~Foreign Currency Translation and ~~Equipment~~ Transactions

	As of March 31
	(in thousands of US dollars)
	2010		2009
Property, Plant and Equipment		1,591		2,493

The functional currencies of the Group are U.S. dollars, Hong Kong dollars and Renminbi, and its reporting currency is U.S. dollars. The Group’s balance sheet accounts are translated into U.S. dollars at the year-end exchange rates and all revenue and expenses are translated into U.S. dollars at the average exchange rates prevailing during the periods in which these items arise. Translation gains and losses are deferred and accumulated as a component of other comprehensive income in stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are included in the consolidated statement of operations as incurred.

AsThe PRC government imposes significant exchange restrictions on fund transfers out of ~~March 31,~~the ~~2010,~~PRC ~~our~~that ~~property,~~are ~~plant~~not ~~and~~related ~~equipment~~to ~~amounted~~business operations. These restrictions have not had a material impact on the Group because it has not engaged in any significant transactions that are subject to ~~US$1,591,000~~the restrictions.

~~The~~(n) ~~detailed~~Fair ~~information~~Value onof ~~property,~~Financial ~~plant and equipment is as follows:~~ Instruments

	As of March 31
	(in thousands of US dollars)
	2010		2009
Cost
Machinery		4,766		4,859
Office equipment		104		138
Motor vehicles		—		56
Total		4,870		5,053
Accumulated depreciation
Machinery		3,200		2,426
Office equipment		79		95
Motor vehicles		—		39
Total		3,279		2,560
Carrying value
Machinery		1,566		2,433
Office equipment		25		43
Motor vehicles		—		17
Total		1,591		2,493

FASB ASC No. 825 “Financial Instruments” requires disclosing fair value to the extent practicable for financial instruments that are recognized or unrecognized in the balance sheet. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement.

24 For certain financial instruments, including cash, accounts, notes and other receivables, accounts payable, accruals and other payables, it was assumed that the carrying amounts approximate fair value because of the near term maturities of such obligations.

~~Table~~The long-term accounts receivable are discounted based on the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments of ~~Contents~~5%. US$473,000 (2010: US$1,425,000) was debited to revenue accordingly.

~~Liabilities~~ Page 25 of 42

	As of March 31
(in thousands of US dollars)	2010		2009
Liabilities		6,249		7,670
Current liabilities		1,994		3,415
Long-term liabilities		4,255		4,255

Table of Contents

~~Our~~T-BAY ~~total liabilities as of March 31~~HOLDINGS, ~~2010~~INC. ~~were~~AND ~~US$6,249,000, which consisted of US$1,994,000 in current liabilities and US$4,255,000 in long-term liabilities.~~ SUBSIDIARIES

~~Long-term~~NOTES ~~liabilities~~TO ~~amounted~~CONSOLIDATED toFINANCIAL ~~US$4,255,000~~STATEMENTS ~~as of March 31, 2010, all of which were liabilities due to shareholders.~~ (continued)

~~Liquidity~~MARCH ~~and~~31, ~~Capital~~2011 ~~Resources~~ and 2010

~~For~~3. ~~the~~Summary ~~fiscal year ended March 31, 2010, we principally engaged in provision~~ of ~~design~~Significant ~~solutions of~~Accounting ~~wireless~~Policies ~~communication devices and sales of mobile phone components. We did not declare or pay dividends in the fiscal year ended March 31, 2010.~~ (continued)

~~Cash~~(n) ~~and~~Fair ~~cash~~Value ~~equivalents decreased from US$20,493,000 to US$703,000 as~~ of ~~March 31,~~Financial ~~2010.~~ Instruments (continued)

~~For~~The ~~the~~Group ~~year~~complies ~~ended~~with ~~March 31~~FASB ~~2010,~~ASC ~~US$19,949,000~~No. ~~was~~820 ~~used~~“Fair inValue ~~operating~~Measurements ~~activities~~ and ~~US$14,000~~Disclosures”. ~~was provided~~FASB byASC ~~investing~~No. ~~activities~~820 ~~and~~clarifies ~~US$142~~the definition of fair value,~~000~~ ~~was~~prescribes ~~provided~~methods byfor ~~financing~~measuring ~~activities.~~fair ~~Cash~~value and ~~cash equivalents~~establishes ~~decreased~~a byfair ~~US$19,790,000~~value hierarchy to ~~US$703,000~~classify asthe ofinputs ~~March 31,~~used ~~2010~~in ~~from~~measuring ~~US$20,493,000~~fair value as ~~of March 31, 2009.~~ follows:

WeLevel ~~used~~1-Inputs ~~US$19,~~are ~~949,000~~unadjusted inquoted ~~operating~~prices ~~activities for the year ended March 31, 2010, as compared to US$3,987,000 for the last fiscal year. Net cash used~~ in ~~operating~~active ~~activities~~markets for ~~the~~identical ~~year~~assets ~~ended~~or ~~March 31,~~liabilities ~~2010~~available ~~related~~at ~~to net loss adjusted for items not involving movement of cash for~~ the ~~period, augmented~~measurement ~~mainly by the increase in accounts receivable of US$21,691,000~~date.

InLevel ~~arriving~~2-Inputs atare ~~the~~unadjusted ~~net~~quoted ~~loss,~~prices wefor ~~made~~similar anassets ~~allowance~~and ofliabilities ~~US$6~~in active markets,~~227,000~~ quoted prices for ~~doubtful~~identical ~~receivables~~or ~~for~~similar ~~the year~~assets ~~ended~~and ~~March 31~~liabilities in markets that are not active, ~~2010~~inputs other then quoted prices that are observable, ~~which~~and ~~did~~inputs ~~not~~derived ~~involve~~from ~~any~~or ~~outflow~~corroborated ofby ~~cash~~observable market data.

~~Net~~Level ~~cash~~3-Inputs ~~provided~~are byunobservable ~~investing~~inputs ~~activities~~which ~~amounted~~reflect ~~to US$14,000 for~~ the ~~year~~reporting ~~ended~~entity's ~~March 31,~~own ~~2010, compared~~assumptions toon ~~net~~what ~~cash~~assumptions ~~used of US$1,000 for~~ the ~~last~~market ~~fiscal~~participants ~~year.~~would ~~Cash~~use ~~provided~~in bypricing ~~investing activities for~~ the ~~year~~asset ~~ended~~or ~~March 31,~~liability ~~2010~~based ~~was~~on ~~mainly proceeds from~~ the ~~sale~~best ofavailable ~~property, plant and equipment~~information.

~~For~~The ~~the~~Group ~~year~~currently ~~ended~~does ~~March 31,~~not ~~2010,~~have ~~net~~any ~~cash~~balance ~~provided~~sheet bycomponents ~~financing~~deemed ~~activities~~financial ~~was approximately US$142~~assets,~~000,~~ ~~compared~~and towe ~~net~~do ~~cash~~not ~~provided~~have ofany ~~US$78,000~~nonfinancial ~~for~~assets ~~the~~or ~~last~~liabilities ~~fiscal~~of ~~year.~~our ~~For~~continuing ~~the~~operations ~~year~~that ~~ended March 31,~~have ~~2010,~~been ~~net~~marked ~~cash~~to ~~flow~~fair ~~provided~~value, byhowever, ~~financing~~our ~~activities~~financial ~~related~~statements ~~primarily~~in to the ~~increase~~future ~~in advances~~may ~~from~~be aimpacted ~~shareholder~~by this standard.

25 (o) Earnings/Loss Per Share

~~Table~~Basic earnings/loss per share is computed by dividing the loss for the year by the weighted average number of ~~Contents~~common shares outstanding for the year.

As(p) ofProfit ~~March 31, 2010, we had capital commitments of US$38,000 in relation to acquisition of intangible assets.~~ Appropriation

WeIn ~~believe~~accordance ~~that~~with ~~proceeds~~PRC ~~from~~regulations, the ~~collection~~PRC ofsubsidiaries ~~our~~are ~~long-outstanding~~required ~~accounts~~to ~~and~~make ~~other receivables~~appropriations ~~are~~to ~~necessary~~the tostatutory ~~support~~surplus ~~our~~reserve, ~~operations~~based ~~and~~on ~~capital~~after-tax ~~commitments,~~net asincome ~~well~~determined asin toaccordance ~~meet our~~with ~~working~~PRC ~~capital~~GAAP. ~~needs~~Appropriation ~~for~~to the ~~next~~statutory ~~twelve~~surplus ~~months.~~reserve ~~While~~should webe ~~believe~~at ~~that~~least ~~adequate~~10% ~~provisions~~of ~~on our~~the ~~accounts~~after-tax ~~receivable~~net ~~and~~income ~~other~~determined ~~receivables~~in ~~have~~accordance ~~been~~with ~~made,~~PRC weGAAP ~~cannot~~until ~~assure~~the ~~investors~~reserve ~~that~~is ~~their carrying~~equal ~~amount~~to ~~(net~~50% of ~~provision)~~the ~~will~~entity’s beregistered ~~received~~capital. inAppropriations ~~full~~to ~~within~~ the ~~anticipated~~statutory ~~time~~public ~~frame.~~welfare ~~A failure~~fund toand ~~collect~~discretionary ~~the~~surplus ~~anticipated~~reserve ~~amount~~fund ~~within~~are made on the ~~anticipated~~same ~~time~~basis ~~frame~~as ~~would~~statutory ~~adversely~~surplus ~~affect our~~fund, ~~liquidity~~normally at 5%-10% or higher rates and ~~capital~~are ~~resources~~generally optional at the discretion of the Board of Directors. Statutory surplus reserve is non-distributable other than in liquidation.

~~Critical~~(q) ~~Accounting~~Preferred ~~Policies~~ Stock

~~The~~No ~~financial~~shares ~~statements~~of ~~are~~preferred ~~prepared~~stock inhave ~~accordance~~been ~~with~~issued ~~accounting~~or ~~principles~~are ~~generally accepted in the U~~outstanding.S. Dividends, ~~which~~voting ~~requires~~rights ~~us to make estimates~~ and ~~assumptions~~other ~~in certain circumstances that affect amounts reported in the accompanying financial statements and related footnotes. In preparing these financial statements~~terms, ~~management~~rights ~~has made its best estimates~~ and ~~judgments~~preferences of ~~certain~~ ~~amounts included in~~ the ~~financial~~preferred ~~statements,~~shares ~~giving~~have ~~consideration to materiality. We do~~ not ~~believe~~been ~~there~~designated isbut amay ~~great likelihood that materially different amounts would~~ be ~~reported~~designated ~~related to~~by ~~the~~our ~~accounting~~board ~~policies described below. However, application~~ of ~~these~~directors ~~accounting~~from ~~policies involves~~time ~~the exercise of judgment and use of assumptions as~~ to ~~future uncertainties and, as a result, actual results could differ from these estimates~~time.

~~Revenue~~Page ~~Recognition~~ 26 of 42

~~Our~~Table ~~revenues are mainly derived from design fees~~ of ~~mobile handset design services and sales of mobile phone components. We earn our revenue mainly through NRE fees, royalties, and sales of products.~~ Contents

~~NRE fee. NRE fees stands for Non Refundable Engineering fees, a fixed one~~T-~~off~~BAY ~~fee after an agreement has been signed by both the customer and the Company. The NRE fees are no less than the total expenses of project design which normally includes the cost of market study~~HOLDINGS, ~~product concept identification, hardware designs, software designs, engineer expenses, mechanical engineering designs, testing and quality assurance, pilot production and production support~~INC. ~~The~~AND ~~NRE fees are recognized when payments are received.~~ SUBSIDIARIES

~~Royalty.~~NOTES InTO ~~addition~~CONSOLIDATED toFINANCIAL ~~NRE~~STATEMENTS fees, we also charge royalties to our customers. Royalty is calculated at an agreed rate for each unit manufactured or sold by our customers. The rate is variable based on volume of mobile handsets manufactured or sold. Royalty income is recognized when confirmation of manufacturing or selling volume is obtained from customers. (continued)

~~Component~~MARCH ~~sales. Revenue from sales of components including but not limited to PCBAs~~31, ~~PCBs~~2011 and ~~wireless~~ ~~modules is recognized when title passes to the customers, which is generally when products are delivered to them.~~ 2010

4. Allowance for ~~doubtful~~Doubtful ~~receivables~~ Receivables

The Group recognizes an allowance for doubtful receivables to ensure accounts and other receivable are not overstated due to uncollectibility. Allowance for doubtful receivables is maintained for all customers based on a variety of factors, including the length of time the receivables are past due, significant one-time events and historical experience. An additional allowance for individual accounts is recorded when the Group becomes aware of a customer’s or other debtor’s inability to meet its financial obligation, such as in the case of bankruptcy filings or deterioration in the customer’s or other debtor’s operating results or financial position. If circumstances related to customers or debtors change, estimates of the recoverability of receivables would be further adjusted.

	MARCH 31, 2011			MARCH 31, 2010
		US$’000			US$’000

Balance, beginning of year	$	15,429		$	9,202
Additions		43,342			6,227
Written off		(10,543	)		-
	$	48,228		$	15,429

26 5. Income Tax

~~Table~~Amber ofLink ~~Contents~~and Wise Target are not subject to income taxes in any tax jurisdiction.

~~Item~~No 8.provision ~~Financial~~for ~~Statements~~current income tax for T-Bay has been made as it incurred a loss for each of the years ended March 31, 2011 and ~~Supplementary~~2010, ~~Data~~respectively.

~~T-BAY~~Sunplus ~~HOLDINGS,~~is ~~INC~~subject to PRC Income Tax. ~~AND~~Pursuant ~~SUBSIDIARIES INDEX~~to TOthe ~~CONSOLIDATED~~PRC ~~FINANCIAL~~Income ~~STATEMENTS~~ Tax Laws, the prevailing statutory rate of enterprise income tax is 25%.

Report of Independent Registered Public Accounting Firm		F-1
	YEAR ENDED MARCH 31,
Consolidated Balance Sheets		F-2
	2011			2010
Consolidated Statements of Operations and Comprehensive Income		F-3
		US$’000			US$’000
Consolidated Statements of Changes in Equity		F-4
Loss before income tax	$	(137	)	$	(169	)
Consolidated Statements of Cash Flows		F-5 – F-6
Income benefit on pretax loss at statutory rate		(34	)		(42	)
Notes to Consolidated Financial Statements		F-7 – F-19
Effect of different tax rates of Group company operating in other jurisdictions		(12	)		(11	)
Tax effect of non-deductible expenses		2,722			862
Change in valuation allowance		(2,676	)		(809	)
Income tax expense	$	-		$	-

27 As of March 31, 2011, T-Bay had accumulated net operating loss carryforwards for United States federal tax purposes of approximately US$2,044,000, that are available to offset future taxable income. As of March 31, 2011, Sunplus had net operating loss carryforwards of approximately US$912,000 that are available to offset future taxable income up to 2015. Realization of the net operating loss carryforwards is dependent upon future profitable operations. In addition, T-Bay’s carryforwards may be limited upon a change of control in accordance with Internal Revenue Code Section 382, as amended. Accordingly, management has recorded a valuation allowance to reduce deferred tax assets associated with the net operating loss carryforwards to zero at March 31, 2011. T-Bay’s net operating loss carryforwards expire in years 2012 through 2031.

~~Table~~As of ~~Contents~~March 31, 2011, deferred tax assets consist of:-

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


	MARCH 31, 2011			MARCH 31, 2010
		US$’000			US$’000


Net operating loss carryforwards	$	923		$	2,300
Less: valuation allowance		(923	)		(2,300	)
	$	-		$	-

~~The~~Page ~~Board~~27 of ~~Directors and Stockholders of T-Bay Holdings, Inc.~~ 42

WeTable ~~have audited the accompanying consolidated balance sheets~~ of T-Bay Holdings, Inc. and subsidiaries (the “Company”) as of March 31, 2010 and 2009, and the related consolidated statements of operations and comprehensive income, changes in equity, and cash flows for each of the two years in the period ended March 31, 2010. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. Contents

WeT-BAY conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to haveHOLDINGS, ~~nor were we engaged to perform, an audit of its internal control over financial reporting~~INC. ~~Our~~AND audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. SUBSIDIARIES

InNOTES ~~our~~TO ~~opinion,~~CONSOLIDATED ~~the~~FINANCIAL ~~consolidated~~STATEMENTS financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of March 31, 2010 and 2009 and the results of its operations and cash flows for each of the two years in the period then ended in conformity with accounting principles generally accepted in the United States of America. (continued)

~~/s/~~MARCH ~~Moore~~31, ~~Stephens~~ 2011 and 2010

~~Certified~~5. ~~Public~~Income ~~Accountants Hong~~Tax ~~Kong~~ (continued)

~~June 29,~~The ~~2010~~ U.S. Federal income tax returns of T-Bay for 2005 – 2007 have been filed but are subject to examination by the Internal Revenue Service.

~~F-1~~ 6. Concentrations and Credit Risk

~~Table~~The ofGroup ~~Contents~~operates principally in the PRC (including Hong Kong) and grants credit to its customers in this geographic region. Although the PRC is economically stable, it is always possible that unanticipated events in foreign countries could disrupt the Group’s operations.

~~T-BAY~~Financial ~~HOLDINGS~~instruments that potentially subject the Group to a concentration of credit risk consist of cash, ~~INC.~~accounts ~~AND~~receivable ~~SUBSIDIARIES~~ and other receivables.

~~CONSOLIDATED~~As ~~BALANCE~~of ~~SHEETS~~March 31, 2011 and 2010, the Group had credit risk exposure of uninsured cash in banks of approximately US$26,000 and US$703,000, respectively.

As of March 31, ~~2010~~2011 and ~~2009 (In~~2010, ~~thousands~~the Group had credit risk exposure of ~~United~~sales ~~States~~proceeds ~~dollars~~receivable from QiaoXing Telecom of approximately US$Nil and US$11,928,000, respectively (See Note 1).

	Note(s)	MARCH 31,
		2010		2009
ASSETS
CURRENT ASSETS
Cash and cash equivalents		US$	703	US$	20,493
Notes receivable			10		37
Accounts receivable, net	3, 7		—		14,361
Prepayments, deposits and other receivables, net	3, 7		12,517		13,694
Total current assets			13,230		48,585
PROPERTY, PLANT AND EQUIPMENT, NET	4		1,591		2,493
ACCOUNTS RECEIVABLE, NET	2(m), 7		28,493		—
INTANGIBLE ASSETS, NET	5		42		65
ASSETS OF DISCONTINUED OPERATIONS	12		—		724
TOTAL ASSETS		US$	43,356	US$	51,867
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable		US$	155	US$	466
Accruals and other payables
Related parties	9		437		285
Third parties			1,259		1,412
Receipts in advance			143		990
Income taxes payable			—		262
Total current liabilities			1,994		3,415
LONG-TERM LIABILITIES
Due to shareholders	9		4,255		4,255
Total liabilities			6,249		7,670
COMMITMENTS AND CONTINGENCIES	11
STOCKHOLDERS’ EQUITY
Preferred stock, authorized 10,000,000 shares, par value US$0.001, issued and outstanding Nil	2(p)		—		—
Common stock, authorized 100,000,000 shares, par value US$0.001, issued and outstanding 30,088,174			30		30
Additional paid-in capital			1,462		1,462
Public welfare fund			2,109		2,109
Statutory surplus fund			4,219		4,219
Retained earnings			21,795		28,303
Accumulated other comprehensive income			5,830		5,806
Total stockholders’ equity			35,445		41,929
NON-CONTROLLING INTEREST			1,662		2,268
TOTAL EQUITY			37,107		44,197
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		US$	43,356	US$	51,867

Pursuant to the agreement signed between Sunplus and QiaoXing Telecom in respect of the disposal of Fujian Qiaoxing to QiaoXing Telecom in March 2009, QiaoXing Telecom was to settle this outstanding balance by June 2009. However, QiaoXing Telecom was unable to obtain approval from the local governmental bureau in Zhangzhou to develop the land held by Fujian Qiaoxing. This was due to the delay in development by Fujian Qiaoxing. When the Zhangzhou local government granted the land use right to Fujian Qiaoxing in 2006, Fujian Qiaoxing was required to develop the land within three years. However, the land had not been developed prior to the disposal to QiaoXing Telecom and the local authorities refused to approve the development plans submitted by QiaoXing Telecom. Since March 2010, management had actively liaised with the Zhangzhou local governmental bureau to apply for an extension of the land development.

~~The~~Despite ~~accompanying~~various ~~notes~~discussions ~~are~~and annegotiations ~~integral~~held ~~part~~with the Zhangzhou local authority, the effort failed, and the local authorities took back the land by forced resumption. In view of ~~these~~this, ~~consolidated~~full ~~financial~~allowance ~~statements~~has been made in respect of the sales proceeds receivable from QiaoXing Telecom of US$10,543,000 and charged to the statement of operations and comprehensive income in the first quarter in the year ended March 31, 2011, which is included in loss from discontinued operations.

~~F-2~~ On August 31, 2010, an agreement was signed between Sunplus and QiaoXing Telecom for settlement. As Zhangzhou local government had taken back the land, QiaoXing Telecom can no longer use the land for any purpose. It was mutually agreed that Sunplus will not request QiaoXing Telecom to repay the outstanding balance of US$10,543,000 while the deposit paid by QiaoXing Telecom will not be refunded back to QiaoXing Telecom. In view of this, Sunplus wrote off the allowance made.

~~Table~~A substantial portion of ~~Contents~~revenue was generated from one group of customers for the years ended March 31, 2011 and 2010.

~~T-BAY~~Page ~~HOLDINGS,~~28 ~~INC.~~of ~~AND SUBSIDIARIES~~ 42

~~CONSOLIDATED~~Table ~~STATEMENTS~~of ~~OF OPERATIONS AND COMPREHENSIVE INCOME~~Contents

~~For~~T-BAY ~~the years ended March 31~~HOLDINGS, ~~2010~~INC. ~~and~~AND ~~2009 (In thousands of United States dollars, except per share data)~~SUBSIDIARIES

	Note(s)	YEAR ENDED MARCH 31,
		2010			2009
NET REVENUE	2(m), 7	US$	35,867		US$	34,838
COST OF REVENUE			34,930			24,440
GROSS PROFIT			937			10,398
OPERATING EXPENSES
Selling expenses			129			245
General and administrative expenses			7,959			10,043
Other operating expenses	10		—			5,075
TOTAL OPERATING EXPENSES			8,088			15,363
LOSS FROM OPERATIONS			(7,151	)		(4,965	)
OTHER INCOME			180			545
GAIN ON DISPOSAL OF A SUBSIDIARY	12		43			—
LOSS BEFORE INCOME TAX			(6,928	)		(4,420	)
INCOME TAX: CURRENT	6		(7	)		(1,900	)
NET LOSS FROM CONTINUING OPERATIONS			(6,935	)		(6,320	)
LESS: NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST			427			429
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS FROM CONTINUING OPERATIONS			(6,508	)		(5,891	)
LOSS FROM DISCONTINUED OPERATIONS	12		—			(2,822	)
NET LOSS			(6,508	)		(8,713	)
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment			24			953
COMPREHENSIVE LOSS		US$	(6,484	)	US$	(7,760	)
WEIGHTED AVERAGE NUMBER OF SHARES (in thousands)			30,088			30,088
LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (in dollars)	2(n)
- CONTINUING OPERATIONS			(0.22	)		(0.20	)
- DISCONTINUED OPERATIONS			—			(0.09	)
			(0.22	)		(0.29	)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~The~~MARCH ~~accompanying~~31, ~~notes~~2010 ~~are~~and ~~an integral part of these consolidated financial statements.~~ 2009

~~F-3~~ 6. Concentrations and Credit Risk (continued)

~~Table~~The net sales to customers representing at least 10% of ~~Contents~~net total sales are as follows:-

T-BAY HOLDINGS, INC. AND SUBSIDIARIES

	YEAR ENDED MARCH 31,
	2011			2010
		US$’000	US$’000		US$’000	%

Customer A		1,881	20		7,453		21
Customer B		1,667	17		5,710		16
Customer C		850	9		4,501		13
Customer D*		1,203	12		4,066		11
Customer E*		1,135	12		3,816		11
Customer F		1,667	17		3,898		11
Customer G		505	5		3,721		10
Customer Group A*		2,339	24		7,882		22

~~CONSOLIDATED~~The ~~STATEMENTS~~following OFcustomers ~~CHANGES~~had INbalances ~~EQUITY~~greater than 10% of the total accounts receivable as of March 31, 2011 and March 31, 2010:-

For the years ended March 31, 2010 and 2009 (In thousands of United States dollars)

	MARCH 31, 2011				MARCH 31, 2010
		US$’000	%			US$’000	%

Customer A		9,001		19		8,248		19
Customer B		7,824		17		6,846		16
Customer E*		5,343		11		4,731		11
Customer G		4,632		10		4,497		11
Customer group A*		9,180		20		8,499		20

														Accumulated other		Total			Non-
	Common stock				Additional		Public		Statutory		Retained			comprehensive		stockholders’			controlling
	No. of shares				paid-in capital		welfare fund		surplus fund		earnings			income		equity			interest			Total
Balance, March 31, 2008		30,088,174		30		1,462		2,109		4,219		37,016			4,853		49,689			2,657			52,346
Net loss		—		—		—		—		—		(8,713	)		—		(8,713	)		(429	)		(9,142	)
Repayment to minority shareholder		—		—		—		—		—		—			—		—			69			69
Foreign currency translation adjustment		—		—		—		—		—		—			953		953			(29	)		924
Balance, March 31, 2009		30,088,174	US$	30	US$	1,462	US$	2,109	US$	4,219	US$	28,303		US$	5,806	US$	41,929		US$	2,268		US$	44,197
Net loss		—		—		—		—		—		(6,508	)		—		(6,508	)		(427	)		(6,935	)
Disposal of a subsidiary		—		—		—		—		—		—			—		—			(36	)		(36	)
Repayment to minority shareholder		—		—		—		—		—		—			—		—			(10	)		(10	)
Foreign currency translation adjustment		—		—		—		—		—		—			24		24			(133	)		(109	)
Balance, March 31, 2010		30,088,174	US$	30	US$	1,462	US$	2,109	US$	4,219	US$	21,795		US$	5,830	US$	35,445		US$	1,662		US$	37,107

* Customer Group A includes customers D and E.

*At March 31, 2011 and March 31, 2010, this group of customers accounted for 20% and 20%, respectively, of accounts receivable. The ~~accompanying~~accounts ~~notes~~receivable ~~are~~that anhave ~~integral~~repayment ~~part~~terms of ~~these~~not ~~consolidated~~more than twelve months that have been discounted. The Group does not require collateral to support financial ~~statements~~instruments that are subject to credit risk.

~~F-4~~As of March 31, 2011 and 2010, the Group had credit risk exposure of accounts receivable of approximately US$Nil and US$28,493,000, respectively.

~~Table~~7. ofRetirement ~~Contents~~and Welfare Benefits

TThe full-~~BAY~~time ~~HOLDINGS~~employees of the PRC subsidiaries are entitled to staff welfare benefits including medical care, ~~INC~~casualty, housing benefits, education benefits, unemployment insurance and pension benefits through a PRC government-mandated multi-employer defined contribution plan. The ~~AND~~PRC ~~SUBSIDIARIES~~ subsidiaries are required to accrue the employer-portion for these benefits based on certain percentages of the employees’ salaries. The total provision for such employee benefits was US$57,000 and US$164,000 for the years ended March 31, 2011 and 2010, respectively. The PRC subsidiaries are required to make contributions to the plans out of the amounts accrued for all staff welfare benefits except for education benefits. The PRC government is responsible for the staff welfare benefits including medical care, casualty, housing benefits, unemployment insurance and pension benefits to be paid to these employees.

~~CONSOLIDATED~~Page ~~STATEMENTS~~29 OFof ~~CASH FLOWS~~ 42

~~For~~Table ~~the years ended March 31, 2010 and 2009 (In thousands~~ of ~~United States dollars)~~Contents

	Note(s)	FOR THE YEAR ENDED MARCH 31,
		2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continuing operations		US$	(6,935	)	US$	(6,320	)
Adjustments to reconcile net income to net cash generated from operating activities:
Depreciation			874			933
Amortization			23			37
Gain on disposal of subsidiary	12		(43	)		—
Loss on disposal of property, plant and equipment			17			44
Allowance for doubtful receivables			6,227			8,077
Reversal of allowance for obsolete inventories			—			(370	)
Changes in operating assets and liabilities:
Decrease/(increase) in notes receivable			27			(37	)
Increase in accounts receivable			(21,691	)		(2,201	)
Decrease/(increase) in prepayments, deposits and other receivables			3,134			(2,387	)
Decrease in inventories			—			612
Decrease in accounts payable			(312	)		(222	)
(Decrease) / increase in accruals and other payables			(154	)		255
Decrease in receipts in advance			(847	)		(1,108	)
Decrease in income tax payable			(269	)		(1,254	)
Operating cash flows used in operating activities			(19,949	)		(3,941	)
Operating cash flows provided by discontinued operations			—			(46	)
Net cash used in operating activities			(19,949	)		(3,987	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment			—			(1	)
Proceeds from disposal of property, plant and equipment			14			—
Net cash flows provided by/(used in) investing activities			14			(1	)
Net cash flows provided by investing activities of discontinued operations, (including proceeds from sale of a subsidiary, net of cash at date of sale)			—			364
Net cash provided by investing activities			14			363
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of cash advance to the minority shareholder			(10	)		—
Cash advance from shareholders			152			78
Net cash flows provided by financing activities			142			78
Effect of exchange rate changes on cash			3			685

T-BAY HOLDINGS, INC. AND SUBSIDIARIES

~~F-5~~ NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~Table~~MARCH of31, ~~Contents~~2011 and 2010

~~T-BAY HOLDINGS, INC~~8. ~~AND~~Related ~~SUBSIDIARIES~~ Party Transactions

~~CONSOLIDATED~~The ~~STATEMENTS~~Group OFengages ~~CASH~~in ~~FLOWS~~business ~~(continued)~~ transactions with the following related parties:

~~For~~a. ~~the~~Li ~~years ended March 31~~Xiaofeng, ~~2010~~a director and ~~2009 (In~~stockholder ~~thousands~~ of ~~United States dollars)~~ T-Bay.

	Note(s)	FOR THE YEAR ENDED MARCH 31,
		2010			2009
Net decrease in cash and cash equivalents			(19,790	)		(2,861	)
Cash and cash equivalents at beginning of year			20,493			23,355
Cash and cash equivalents at end of year (including cash of discontinued operations of US$nil and US$1,000, respectively)		US$	703		US$	20,494
SUPPLEMENTAL INFORMATION
Income taxes paid		US$	269		US$	3,188

b. Li Meilian, a stockholder of T-Bay.

The ~~accompanying~~Group ~~notes~~has ~~are~~the anfollowing ~~integral~~transactions ~~part~~and ofbalances ~~these~~with ~~consolidated~~related ~~financial statements.~~ parties:-

F-6

	MARCH 31, 2011		MARCH 31, 2010
		US$’000		US$’000

Other payable – Li Meilian	$	617	$	437

Long-term liabilities
Other payable – Li Meilian	$	3,482	$	3,482
Other payable – Li Xiaofeng		773		773
	$	4,255	$	4,255

~~Table~~The balances have no stated terms for repayment, are not interest bearing, and are the result of ~~Contents~~a loan and cash advances from related parties and the repayment thereof. Those payables to Li Meilian and Li Xiaofeng which are classified as long-term liabilities are not repayable within the next twelve months.

~~T-BAY HOLDINGS, INC~~9. ~~AND~~Discontinued ~~SUBSIDIARIES~~ Operations

~~NOTES~~In TOSeptember ~~CONSOLIDATED~~2010, ~~FINANCIAL~~the ~~STATEMENTS~~operations of Amber Link and Sunplus were suspended.

~~MARCH~~The following table summarises the result of these discontinued operations, net of income taxes, for the years ended March 31, ~~2010~~2011 and ~~2009~~2010.

1. The Company and Subsidiaries

	MARCH 31, 2011			MARCH 31, 2010
		US$’000			US$’000

NET REVENUE	$	9,643		$	35,867
COST OF REVENUE		(9,385	)		(34,930	)
GROSS PROFIT		258			937
OPERATING EXPENSES
Selling expenses		(34	)		(129	)
General and administrative expenses		(43,862	)		(7,790	)
TOTAL OPERATING EXPENSES		(43,896	)		(7,919	)
LOSS FROM OPERATIONS		(43,638	)		(6,982	)
OTHER INCOME		238			180
GAIN ON DISPOSAL OF SUBSIDIARY		-			43
LOSS BEFORE INCOME TAX		(43,400	)		(6,759	)
INCOME TAX		-			(7	)
NET LOSS	$	(43,400	)	$	(6,766	)

~~T-Bay~~Page ~~Holdings,~~30 ~~Inc. (the “Company” or T-Bay) was incorporated under the laws~~ of the State of Utah on August 8, 1984 as “Sharus Corporation” with authorized common stock of 50,000,000 shares with a par value of US$0.001. On June 13, 1989, the domicile of the Company was changed to the state of Nevada in connection with a name change to “Golden Quest, Inc.”. On January 7, 2002, the name was changed to “T-Bay Holdings, Inc.” as part of a reverse stock split of 400 shares of outstanding stock for one share and on November 23, 2004, the Company increased the authorized common stock to 100,000,000 shares with a par value of US$0.001 as part of a reverse stock split of 20 outstanding shares for one share. 42

OnTable ~~August 16, 2005, pursuant to an Agreement and Plan~~ of Reorganization, T-Bay issued 18,550,000 shares of its common stock for all of Amber Link International Limited’s (“Amber Link”) and Wise Target International Limited’s (“Wise Target”) outstanding shares of common stock (the “Merger”). Amber Link and Wise Target were two of the owners of Shanghai Sunplus Communication Technology Co., Ltd. (“Sunplus”). Wise Target owned a 75% interest and Amber Link owned a 20% interest in Sunplus. After the Merger, T-Bay indirectly owned a 95% interest in Sunplus. In March 2009, Wise Target transferred all its holdings (75%) in Sunplus to Amber Link for US$2,885,000 (HK$22,500,000). As a result of this transaction, Amber Link directly owned 95% of Sunplus and this transaction had no impact on the Company’s effective holdings of Sunplus. Shanghai Fanna Industrial Design Co., Ltd. owned the remaining 5% interest in Sunplus. On November 25, 2009, the Company transferred all its holdings (100%) in Amber Link to Wise Target for US$2,600. As a result of the transaction, the Company indirectly holds Amber Link and this transaction had no impact on the Company’s effective holdings of Amber Link and Sunplus. Contents

~~Wise~~T-BAY ~~Target was incorporated on April 24~~HOLDINGS, ~~2002~~INC. ~~under~~AND ~~the International Business Companies Act in the British Virgin Islands.~~ SUBSIDIARIES

~~Amber~~NOTES ~~Link~~TO ~~was~~CONSOLIDATED ~~incorporated~~FINANCIAL onSTATEMENTS ~~May 10, 2002 under the International Business Companies Act in the British Virgin Islands. During the year ended March 31, 2007, Amber Link commenced the sales of mobile phones and components.~~ (continued)

~~Sunplus~~MARCH was established on October 17, 2002 under the laws of the People’s Republic of China (“PRC”) as a Sino-foreign joint venture specialized in the development, production and sales of electronic telecommunication devices. Sunplus commenced operations on May 1, 2003. At March 31, ~~2010,~~ ~~Sunplus~~2011 ~~has approximately 80 staff, mostly engineers~~ and ~~software programmers.~~ 2010

~~On February 12, 2007, Sunplus established a wholly-owned subsidiary, Zhangzhou JiaXun Communication Facility Co~~9., ~~Ltd.~~Discontinued ~~(“Zhangzhou~~Operations ~~JiaXun”~~(continued) ~~under the laws of the PRC. Zhangzhou JiaXun is an investment holding company.~~

OnThe ~~March 19,~~assets ~~2007,~~of ~~Sunplus~~discontinued ~~and~~operations ~~Zhangzhou~~of ~~JiaXun~~Amber ~~acquired~~Link ~~80%~~ and ~~20%,~~Sunplus ~~respectively~~as at March 31, of2011 ~~Fujian Qiaoxing~~and ~~Industry~~March ~~Co.~~31, ~~Ltd.~~2010 ~~(“Fujian~~were ~~Qiaoxing”).~~ as follows:

	MARCH 31, 2011		MARCH 31, 2010
	US$’000		US$’000

Property, plant and equipment	$	-	$	1,591
Accounts receivable - long term (See notes 4 and 6)		-		28,493
Intangible assets		-		42
Other receivables and prepayment (See notes 4 and 6)		-		12,517
Notes receivable		-		10
Cash and bank balances		25		703

Assets of discontinued operations	$	25	$	43,356

OnThe ~~April 9,~~liabilities ~~2009,~~of ~~Sunplus~~discontinued ~~disposed~~operations of ~~Zhangzhou~~Amber ~~JiaXun~~Link toand ~~QiaoXing~~Sunplus ~~Telecom~~as at aMarch ~~consideration of US$731~~31,~~000~~ ~~(RMB5~~2011 and March 31,~~000,000)~~ ~~(See~~2010 ~~Note~~were ~~12).~~ as follows:

F-7

	MARCH 31, 2011		MARCH 31, 2010
	US$’000		US$’000

Receipts in advance	$	143	$	143
Accounts payable		154		154
Other payables and accrued expenses		991		1,142
Due to shareholders		21		773

Liabilities of discontinued operations	$	1,309	$	2,212

~~Table~~10. ofCommitments ~~Contents~~and Contingencies

~~T-BAY HOLDINGS, INC~~a. Rental ~~AND~~expenses ~~SUBSIDIARIES NOTES~~for TOthe ~~CONSOLIDATED~~year ~~FINANCIAL~~ended ~~STATEMENTS~~March ~~(continued) MARCH~~ 31, 2011 and 2010 amounted to US$55,000 and ~~2009~~ US$91,000, respectively and are included in loss from discontinued operations in the consolidated statements of operations and comprehensive income.

1.Due ~~The~~to suspension of operations, the Company ~~and~~terminated ~~Subsidiaries~~the tenancy agreement in December 2010. Therefore, there were no future minimum lease payments under the above-mentioned leases as of March 31, 2011 (~~continued~~2010: US$96,000) .

b. As of March 31, 2011 and 2010, the Group ~~structure~~had iscapital ascommitments ~~follows:-~~ in relation to acquisition of intangible assets of US$40,000 and US$38,000, respectively.

2.Page ~~Summary~~31 of ~~Significant Accounting Policies~~ 42

~~(a) Basis~~Table of ~~Preparation~~ Contents

~~The consolidated financial statements for the two years ended March 31, 2010 and 2009 included the financial statements of~~ T-~~Bay~~BAY ~~and its subsidiaries (hereinafter~~HOLDINGS, ~~referred to collectively as the “Group”) and are prepared in conformity with accounting principles generally accepted in the United States of America (US GAAP)~~INC. ~~All~~AND ~~significant inter-company balances and transactions have been eliminated on consolidation.~~ SUBSIDIARIES

~~F-8~~ NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~Table~~MARCH of31, ~~Contents~~2011 and 2010

~~T-BAY HOLDINGS, INC~~11. ~~AND~~New ~~SUBSIDIARIES NOTES~~Accounting ~~TO CONSOLIDATED FINANCIAL STATEMENTS (continued) MARCH 31, 2010 and 2009~~ Pronouncements

2In October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among ~~Summary~~the amendments, this standard eliminated the use of ~~Significant~~the ~~Accounting~~residual ~~Policies~~method ~~(continued)~~ for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third-party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective for the Company on April 1, 2011.

~~(b) Basis~~In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of ~~Consolidation~~ the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective for the Company on April 1, 2011.

~~The~~Page ~~consolidated~~32 ~~balance sheet as~~ of March 31, 2010 included T-Bay, Wise Target, Amber Link and Sunplus. The consolidated balance sheet as of March 31, 2009 also included Zhangzhou JiaXun. As mentioned in Note 1, Zhangzhou JiaXun was disposed of on April 9, 2009; therefore, the financial position of Zhangzhou JiaXun has been presented as assets of discontinued operations as of March 31, 2009. 42

~~The~~Table ~~consolidated statement~~ of operations for the year ended March 31, 2010 included T-Bay, Wise Target, Amber Link and Sunplus. The consolidated statement of operations for the year ended March 31, 2009 also included Fujian Qiaoxing and Zhangzhou JiaXun. Contents

~~(c) Use~~Item of9. ~~Estimates~~ Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

In preparing financial statements in conformity with US GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported periodsNone. ~~Significant estimates include useful lives of depreciable and amortizable assets and allowance for doubtful receivables. Actual results could differ from those estimates.~~

~~(d) Cash~~Item ~~and~~9A. ~~Cash~~Controls ~~Equivalents~~ and Procedures.

~~The~~(a) ~~Group~~Evaluation ~~considers all highly liquid investments with original maturities~~ of ~~three~~Disclosure ~~months~~Controls ~~or less at the time of purchase to be cash equivalents. As of March 31, 2010~~ and ~~2009, the Group did not have any cash equivalents.~~ Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (e"CEO") ~~Allowance~~ and our Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures, or “disclosure controls,” pursuant to Exchange Act Rule 13a-15(b). Disclosure controls are controls and procedures designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this annual report, is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure controls include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our disclosure controls include some, but not all, components of our internal controls over financial reporting. In making this evaluation, our management considered the material weaknesses in our internal controls over financial reporting and the status of remediation as discussed below. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of March 31, 2011. However, giving full consideration to the material weaknesses described below, we performed adequate analyses and procedures, including among other things, transaction reviews and account reconciliations, in order to provide assurance that our consolidated financial statements included in this annual report were prepared in accordance with generally accepted accounting principles (“GAAP”) and present fairly, in all material respects, our financial position, results of operations and cash flows for ~~Doubtful~~the ~~Receivables~~ periods presented in conformity with GAAP.

~~The~~(b) Group recognizes an allowance for doubtful receivables to ensure accounts and other receivable are not overstated due to uncollectibility. Allowance for doubtful receivables is maintained for all customers based on a variety of factors, including the length of time the receivables are past due, significant one-time events and historical experience. An additional allowance for individual accounts is recorded when the Group becomes aware of a customerManagement’s orReport ~~other~~on ~~debtor’s~~Internal ~~inability~~Controls ~~to meet~~Over ~~its~~Financial financial obligation, such as in the case of bankruptcy filings or deterioration in the customer’s or other debtor’s operating results or financial position. If circumstances related to customers or debtors change, estimates of the recoverability of receivables would be further adjusted (See Note 3). Reporting

~~(f) Property,~~Our ~~Plant~~management is responsible for establishing and ~~Equipment~~ maintaining effective internal controls over financial reporting. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP.

~~Property,~~Our ~~plant~~internal controls over financial reporting includes those policies and ~~equipment~~procedures isthat: ~~stated~~(1) atpertain ~~cost.~~to ~~Depreciation~~the ismaintenance ~~provided~~of ~~principally~~records bythat, ~~use~~in reasonable detail, accurately and fairly reflect our transactions and dispositions of ~~the straight-line~~our ~~method~~assets; ~~over~~(2) ~~the~~provide ~~estimated~~reasonable ~~useful~~assurance ~~lives~~that transactions are recorded as necessary to permit preparation of ~~the~~consolidated ~~related~~financial ~~assets.~~statements ~~Expenditure~~in ~~for maintenance~~accordance ~~and~~with ~~repairs~~generally accepted accounting principles, ~~which~~and ~~does~~that ~~not~~our ~~improve~~receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or ~~extend~~timely ~~the~~detection ~~expected~~of ~~useful~~unauthorized ~~life~~acquisition, use, or disposition of ~~the~~our assets~~, is~~ ~~expensed~~that tocould ~~operations~~have ~~while~~a ~~major~~material ~~repairs~~effect ~~are~~on ~~capitalized~~the consolidated financial statements.

~~Management~~Our ~~estimates~~management ~~that~~performed ~~property~~an assessment of the effectiveness of our internal controls over financial reporting as of March 31, ~~plant~~2011, ~~and~~utilizing ~~equipment~~the ~~have~~criteria adescribed ~~10%~~in ~~residual~~the ~~value~~“Internal Controls — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The ~~estimated useful~~objective ~~lives~~of ~~are~~this assessment was to determine whether our internal controls over financial reporting were effective as ~~follows:~~ of March 31, 2011. Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

Machinery		5 years
Office equipment		5 years
Motor vehicles		5 years

A material weakness is a deficiency, or a combination of deficiencies, in internal controls over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In our assessment of the effectiveness of internal controls over financial reporting as of March 31, 2011, we identified the following material weaknesses, which have not been fully remedied and continue to exist:

~~The~~Page ~~gain~~33 ~~or loss on disposal~~ of property, plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets, and, if any, is recognized in the statement of operations and comprehensive income. 42

~~F-9~~ Table of Contents

~~Table~~· There was a lack of ~~Contents~~1) effective communication of the importance of internal controls over financial reporting throughout the structure of the Company and 2) an adequate tone set by management around control consciousness.

T· We do not have sufficient in-~~BAY~~house ~~HOLDINGS,~~capacity ~~INC~~to review and supervise the accounting operations. ~~AND~~Our ~~SUBSIDIARIES NOTES~~policies TOand ~~CONSOLIDATED~~procedures ~~FINANCIAL~~with ~~STATEMENTS~~respect ~~(continued) MARCH~~to 31the review, ~~2010~~supervision and ~~2009~~ monitoring of accounting operations were not operating in a fully effective manner. Timely review of vouchers, general ledger and sub-ledger was not sufficient.

2· Our accounting staffs were not familiar with U.S. ~~Summary~~GAAP and SEC reporting requirements. In addition, we did not maintain effective controls over the preparation and review of ~~Significant~~the ~~Accounting~~period-end ~~Policies~~closing ~~(continued)~~ procedures to ensure the completeness and accuracy of the consolidated financial statements and that balances and disclosures reported in the consolidated financial statements reconciled to the underlying supporting schedules and accounting records.

~~(g) Intangible~~· ~~Assets~~ There was a lack of an effective anti-fraud program designed to detect and prevent fraud relating to an effective whistle-blower program, consistent background checks of personnel in positions of responsibility and an ongoing program to manage identified fraud risks.

~~Intangible~~· ~~assets~~We ~~consist~~did ofnot ~~software~~maintain ~~and~~an ~~patents~~effective risk assessment and ~~are~~management ~~amortized~~mechanism. ~~using~~Specifically, ~~the~~we ~~straight-line~~do ~~method over~~not ~~their~~have ~~estimated~~sufficient ~~useful~~internal ~~life~~mechanisms ofto ~~5 years~~prevent management override in a fully effective manner.

~~(h) Impairment~~· Our internal audit function was not sufficient. Specifically, there were no personnel with an appropriate level of ~~Long-Lived~~experience, ~~Assets~~ training and there were no lines of reporting to allow an internal audit group to function effectively in determining the adequacy of our internal controls over financial reporting and monitoring the ongoing effectiveness thereof. All members of the audit committee resigned on September 2, 2009 and have not been replaced.

In ~~accordance~~light ~~with Statement~~ of ~~Auditing~~these ~~Standards~~material ~~(“SFAS”)~~weaknesses ~~No. 144,~~management ~~“Accounting~~concluded ~~for~~that ~~Impairment~~our ~~or Disposal~~internal ofcontrols ~~Long-Lived~~over ~~Assets”,~~financial ~~which~~reporting iswere ~~now~~not ~~codified~~effective as Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) No. 360-10-35, the Group evaluates its long-lived assets to determine whether later events and circumstances warrant revised estimates of useful lives or a reduction in carrying value due to impairment. If indicators of impairment exist and if the value of the assets is impaired, an impairment loss would be recognized. For the year ended March 31, ~~2009, an impairment loss of US$4,000 has been recognized~~2011. ~~No Impairment loss was recognized in 2010.~~

~~(i) Income~~However, ~~Taxes~~ giving full consideration to the material weaknesses described above, we have employed outside personnel with expertise in U.S. GAAP to assist with the conversion from PRC GAAP to U.S. GAAP and we performed adequate analyses and procedures, including among other things, transaction reviews and account reconciliations, in order to provide assurance that our consolidated financial statements included in this annual report were prepared in accordance with U.S. GAAP and present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

~~The~~Item ~~Group accounts for income taxes under SFAS No~~9B. ~~109,~~ ~~“Accounting~~Other ~~for Income Taxes”, which is now codified as FASB ASC No~~Information. 740. Under FASB ASC No. 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC No. 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

~~The Group reviews the differences between the tax bases under PRC tax laws and financial reporting under US GAAP~~None. ~~As of March 31, 2010 and 2009, no material differences were found; therefore, there were no material deferred tax assets or liabilities arising from the operations of the subsidiaries in the PRC.~~

~~FASB~~Page ~~ASC~~34 No 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and it prescribes a recognition threshold and measurement attributable for the financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC No. 740 also provides guidance on derecognizing, classification, interest and penalties, accounting in interim periods, disclosures and transitions. Interest and penalties from tax assessments, if any, are included in general and administrative expenses in the consolidated statements of operations and comprehensive income. 42

~~The~~Table ~~Group recognizes that virtually all tax positions in the PRC are not free~~ of some degree of uncertainty due to tax law and policy changes by the PRC government. However, the Group cannot reasonably quantify political risk factors and thus must depend on guidance issued by current PRC government officials. Contents

~~Based~~PART on all known facts and circumstances and current tax law, the Group believes that the total amount of unrecognized tax benefits as of March 31, 2010 and 2009 is not material to its results of operations, financial condition or cash flowsIII. The Group also believes that the total amount of unrecognized tax benefits as of March 31, 2010 and 2009, if recognized, would not have a material effect on its effective tax rate. The Group further believes that there are no tax positions for which it is reasonably possible, based on current Chinese tax law and policy, that the unrecognized tax benefits will significantly increase or decrease over the next twelve months producing, individually or in the aggregate, a material effect on the Group’s results of operations, financial condition or cash flows.

~~Under~~Item ~~current~~10. ~~PRC tax laws~~Directors, noExecutive ~~tax~~Officers isand ~~imposed~~Corporate ~~in respect to distributions paid to owners except individual income tax~~Governance.

~~F-10~~DIRECTORS AND EXECUTIVE OFFICERS

~~Table~~Our directors and officers, as of ~~Contents~~March 31, 2011, are set forth below. The directors hold office for their respective term and until their successors are duly elected and qualified. Vacancies in the existing Board are filled by a majority vote of the remaining directors. The officers serve at the will of the Board of Directors.

T-BAY HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) MARCH 31, 2010 and 2009

Name	Age	Position	Director Since

Li Xiaofeng	36	Chief Executive Officer and Director	April 2009

Qin Xiangning	33	Chief Financial Officer and Director	April 2009

Xu Zhaohui	39	Independent Director	September 2009

2.The ~~Summary~~following is a brief summary of ~~Significant~~the ~~Accounting~~business ~~Policies~~experience ~~(continued)~~ of our management.

~~(j) Revenue~~Mr. ~~Recognition~~ Li Xiaofeng, Director and Chief Executive Officer.

~~Revenue~~Mr. Li holds a Bachelor Degree from ~~goods~~Shanghai ~~sold~~University, isIndustrial ~~recognized~~Design ~~when~~Department. ~~title~~From ~~has~~August ~~passed~~1998 to ~~the~~February ~~purchaser~~2001, ~~which~~Mr. ~~generally~~Li iswas ~~at the~~employed ~~time~~by ofInventec ~~delivery~~Appliances Corp. ~~Revenue~~where ~~from~~he ~~design~~was ~~services~~an isIndustrial ~~recognized~~Designer. From ~~when~~2001 ~~earned~~to onMarch ~~the~~2002, ~~basis~~Mr. Li was employed by Shanghai Fanna Industrial Product Design Co., Ltd. as executive director and general manager. Since April 2002, Mr. Li has been Chairman of the ~~terms~~ ~~specified~~Board inof ~~the~~Shanghai ~~underlying~~Sunplus ~~contractual~~Communication ~~agreements~~Technology Co. , Ltd.

~~(k) Research~~Mr. Li Xiaofeng was first appointed Chief Executive Officer of the Company in August 2005, resigned from the office of Chief Executive Officer in June 2008 and ~~Development~~was ~~Costs~~ re-appointed Chief Executive Officer in April 2009.

Research and development costs consist of expenditure incurred during the course of planned research and investigation aimed at discovery of new knowledge which will be useful for developing new products or significantly enhancing existing products, and the implementation of such through design and testing of product alternativesMr. ~~All~~Qin ~~expenses incurred in connection with the Group’s research and development activities are charged to current income. During the two years ended March 31~~Xiangning, ~~2010~~Director and ~~2009,~~Chief ~~research~~Executive ~~and development costs amounting to nil and US$17,000, respectively, were charged to the statement of operation and are included in cost of revenue.~~ Officer

Mr. Qin currently serves as the Chief Financial Officer of the Company. From 2000 to 2006, Mr. Qin was employed by Guangxi Liugong Machinery Co., Ltd. (lSZSE: 000528) ~~Foreign~~, ~~Currency~~a ~~Translation~~Top 500 enterprise in China, serving as the Accounting Manager, Accounting Director and ~~Transactions~~ Internal Auditor during the six years with Guangxi. Before his appointment as the Chief Financial Officer of the Company on April 1, 2009, Mr. Qin was Director of Shanghai Sunplus Communication Technology Co., Ltd., which is a subsidiary of the Company. Mr. Qin holds a Bachelors Degree of Accounting from Zhongnana University of Economics and Law. Mr. Qin also holds a Certificate of Assistant Auditor and Certificate of Medium Level Accountant.

~~The~~Mr ~~functional~~Xu ~~currencies of the Group are U.S. dollars~~Zhaohui, ~~Hong~~Independent Kong dollars and Renminbi, and its reporting currency is U.S. dollars. The Group’s balance sheet accounts are translated into U.S. dollars at the year-end exchange rates and all revenue and expenses are translated into U.S. dollars at the average exchange rates prevailing during the periods in which these items arise. Translation gains and losses are deferred and accumulated as a component of other comprehensive income in stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are included in the consolidated statement of operations as incurred. Director

~~The~~Mr. ~~PRC~~Xu ~~government~~holds ~~imposes~~a ~~significant~~Master’s ~~exchange~~degree ~~restrictions~~of onaccounting. ~~fund~~From ~~transfers~~1994 ~~out~~to of2005, ~~the~~Mr. ~~PRC~~Xu ~~that are~~served ~~not~~as ~~related~~accountant toand ~~business~~manager ~~operations.~~of ~~These~~financial ~~restrictions~~department ~~have~~with ~~not~~Jiangxi ~~had~~Coal aMining ~~material~~Machinery ~~impact~~Co., onLtd ~~the Group~~successively. ~~because~~From it2005 ~~has~~to ~~not~~the ~~engaged~~present, inMr. ~~any~~Xu ~~significant~~serves ~~transactions~~as ~~that~~CFO ~~are~~of ~~subject~~Shenzhen toXianxun ~~the restrictions~~Technology Co. , Ltd.

(ma) ~~Fair~~ ~~Value~~Significant ~~of Financial Instruments~~ Employees

~~SFAS~~Other ~~No. 107,~~than ~~“Disclosures~~our ~~about Fair Values of Financial Instruments”~~officers, ~~which~~there isare ~~now~~no ~~codified~~employees ~~as FASB~~who ~~ASC~~are ~~No. 825,~~expected ~~requires disclosing fair value~~ to ~~the~~make ~~extent~~a ~~practicable~~significant ~~for~~contribution ~~financial instruments~~to ~~that~~our ~~are recognized or unrecognized in the balance sheet~~corporation. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement.

~~For~~Page ~~certain~~35 ~~financial instruments, including cash, accounts, notes and other receivables, accounts payable, accruals and other payables, it was assumed that the carrying amounts approximate fair value because~~ of ~~the near term maturities of such obligations.~~ 42

~~The~~Table ~~long-term accounts receivable are discounted based on the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments~~ of ~~5%.~~ ~~US$1,425,000 was debited to revenue accordingly.~~ Contents

~~F-11~~ (b) Family Relationships

~~Table~~There are no family relationships among any of ~~Contents~~our directors and executive officers. There are no family relationships among our officers, directors, or persons nominated for such positions.

~~T-BAY~~LEGAL ~~HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) MARCH 31, 2010 and 2009~~ PROCEEDINGS

2.No ~~Summary~~officer, director, or persons nominated for these positions, and no promoter or significant employee of ~~Significant~~our ~~Accounting~~corporation ~~Policies~~has ~~(continued)~~ been involved in legal proceedings that would be material to an evaluation of our management.

~~(m) Fair~~AUDIT ~~Value of Financial Instruments (continued)~~ COMMITTEE

The ~~Group~~Board ~~complies~~of ~~with~~Directors ~~FASB~~adopted ~~ASC~~an ~~No. 820~~Audit ~~“Fair~~Committee ~~Value~~Charter ~~Measurements~~authorizing ~~and~~the ~~Disclosures”.~~establishment ~~FASB~~of ~~ASC~~an ~~No. 820~~Audit ~~clarifies~~Committee as noted on the ~~definition~~Form of8-K ~~fair~~filed ~~value,~~with ~~prescribes~~the ~~methods~~Commission ~~for~~on ~~measuring~~August ~~fair~~15, ~~value~~2008. On ~~and establishes~~September a2, ~~fair~~2009, ~~value~~the ~~hierarchy~~two toindependent ~~classify~~directors who composed the ~~inputs~~audit ~~used~~committee inresigned ~~measuring~~from ~~fair~~their ~~value~~positions as ~~follows:~~ independent directors of the Company effective September 2, 2009. There is no audit committee since that date.

~~Level~~CODE ~~1-Inputs~~OF ~~are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.~~ ETHICS

~~Level~~As 2noted on the Form 8-~~Inputs~~K ~~are~~filed ~~unadjusted~~with ~~quoted~~the ~~prices~~Commission ~~for~~on ~~similar~~August ~~assets~~15, ~~and~~2008, ~~liabilities~~on inAugust ~~active~~15, ~~markets~~2008, ~~quoted~~ ~~prices~~the ~~for~~board ~~identical~~of ordirectors ~~similar~~approved ~~assets~~a Business Code of Conduct and ~~liabilities~~a inFinancial ~~markets~~Code ~~that~~of ~~are~~Conduct ~~not~~(collectively ~~active, inputs~~the ~~other~~“Codes”). ~~then~~Our ~~quoted~~Codes ~~prices~~define ~~that~~the ~~are~~standard ~~observable~~of conduct expected by our officers, directors and ~~inputs~~employees. The ~~derived~~Codes ~~from~~were orfiled ~~corroborated~~as ~~by observable~~Exhibits ~~market~~14.1 ~~data~~and 14. 2 to our Form 8-K filed with the Commission on August 15, 2008 and are incorporated herein by reference.

~~Level~~COMPLIANCE ~~3-Inputs~~WITH ~~are~~SECTION ~~unobservable~~16 ~~inputs~~OF ~~which~~THE ~~reflect~~SECURITIES ~~the~~EXCHANGE ~~reporting~~ACT ~~entity’s~~OF ~~own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.~~ 1934

~~The~~Section ~~Group~~16(a) ~~currently~~of ~~does~~the ~~not~~Securities ~~have~~Exchange ~~any~~Act ~~balance~~of ~~sheet~~1934, ~~components~~as ~~deemed~~amended, ~~financial~~requires ~~assets,~~our directors and weexecutive ~~do not~~officers ~~have~~and ~~any~~beneficial ~~nonfinancial~~holders ~~assets~~of ormore ~~liabilities~~than 10% of our ~~continuing~~common ~~operations~~stock ~~that~~to ~~have~~file ~~been~~with ~~marked to~~the ~~fair~~Commission ~~value,~~initial ~~however,~~reports ~~our~~of ~~financial~~ownership ~~statements~~and reports of changes in ownership of our equity securities on Forms 3, 4 and 5. Based on the ~~future~~copies ~~may~~of befilings ~~impacted~~received by ~~this~~the ~~standard~~Company during the most recent fiscal year the directors, officers, and beneficial owners of more than ten percent of the equity securities of the Company registered pursuant to Section 12 of the Exchange Act have filed on a timely basis all required Forms 3, 4, and 5 and any amendments thereto.

~~(n) Loss~~Item ~~Per~~11. ~~Share~~ Executive Compensation.

~~Basic~~Background ~~loss~~and ~~per~~Compensation ~~share is computed by dividing the loss for the year by the weighted average number of common shares outstanding for the year.~~ Philosophy

There are altogether three (o3) ~~Profit~~ ~~Appropriation~~ persons acting individually either as a director or an executive officer or both in our Company: (1) Mr. Li Xiaofeng, our Chief Executive Officer and director, and beneficial owner of 6.64 % of our common stock; (2) Mr. Qin Xiangning, our Chief Financial Officer and director, and (3) Mr. Xu Zhaohui, an independent director. Our board of directors have historically determined the compensation to be paid to our executive officers based on our financial and operating performance and prospects, the level of compensation paid to similarly situated executives in comparably sized companies and contributions made by the officers’ to our success. Each of the named officers will be measured by a series of performance criteria by the board of directors, or the compensation committee when it is established, on a yearly basis. Such criteria will be set forth based on certain objective parameters such as job characteristics, required professionalism, management skills, interpersonal skills, related experience, personal performance and overall corporate performance.

InOur ~~accordance~~board ~~with~~of ~~PRC~~directors ~~regulations,~~have ~~the~~not ~~PRC~~adopted ~~subsidiaries~~or ~~are~~established ~~required~~a toformal ~~make~~policy ~~appropriations~~or toprocedure ~~the statutory~~for ~~surplus~~determining ~~reserve, based on after-tax net income determined in accordance with PRC GAAP. Appropriation to~~ the ~~statutory~~amount ~~surplus reserve should be at least 10%~~ of ~~the~~compensation ~~after-tax~~paid ~~net income determined in accordance with PRC GAAP until the reserve is equal~~ to ~~50%~~our ofexecutive ~~the entity’s registered capital~~officers. Mr. ~~Appropriations~~Li ~~to the statutory public welfare fund~~ and ~~discretionary~~Mr. ~~surplus~~Qin ~~reserve~~have ~~fund are~~been ~~made on the same basis as statutory surplus fund, normally at 5%-10% or higher rates~~ and ~~are generally~~may ~~optional~~continue atto ~~the~~be ~~discretion~~involved ofwhen ~~the~~our ~~Board~~board of ~~Directors.~~directors ~~Statutory~~deliberate ~~surplus~~compensation ~~reserve~~issues ~~is non-distributable~~related ~~other~~to ~~than~~their inown ~~liquidation~~compensation.

~~(p) Preferred~~Page ~~Stock~~ 36 of 42

NoTable ~~shares~~ of preferred stock have been issued or are outstanding. Dividends, voting rights and other terms, rights and preferences of the preferred shares have not been designated but may be designated by our board of directors from time to time. Contents

3.As ~~Allowance~~our ~~for~~executive ~~Doubtful~~leadership ~~Receivables~~ and board of directors grow, our board of directors may decide to form a compensation committee charged with the oversight of executive compensation plans, policies and programs.

	MARCH 31,
	2010		2009
	US$’000		US$’000
Balance, beginning of year	US$	9,202	US$	1,125
Additions		6,227		8,077
Balance, end of year	US$	15,429	US$	9,202

Elements of Compensation

~~F-12~~ We provide our executive officers solely with a base salary to compensate them for services rendered during the year. Our policy of compensating our executives with a cash salary has served us well. Because of our history of attracting and retaining executive talent, we do not believe it is necessary at this time to provide our executives discretionary bonuses, equity incentives, or other benefits in order for us to continue to be successful.

~~Table~~Base ~~of Contents~~Salary

~~T-BAY~~The ~~HOLDINGS~~yearly base salary of Mr. Li Xiaofeng for the fiscal years ended March 31, ~~INC~~2011 and 2010 was US$59,000 and US$66,000, respectively; he was appointed as the CEO in April 2009. ~~AND~~Mr. ~~SUBSIDIARIES NOTES~~Qin TOXiangning ~~CONSOLIDATED~~received ~~FINANCIAL~~US$15,000 ~~STATEMENTS~~and ~~(continued) MARCH~~US$15,000 for the fiscal years ended March 31, 2011 and 2010, respectively; he was appointed as CFO in April 2009 and as an executive director in September 2009 . Mr. Xu Zhaohui did not receive any salaries for both fiscal years ended March 31, 2011 and 2010; he was appointed as an Independent Director in September 2009.

4.Discretionary ~~Property, Plant and Equipment, Net~~ Bonus

	MARCH 31,
	2010		2009
	US$’000		US$’000
Cost
Machinery	US$	4,766	US$	4,859
Office equipment		104		138
Motor vehicles		—		56
		4,870		5,053
Accumulated depreciation
Machinery		3,200		2,426
Office equipment		79		95
Motor vehicles		—		39
		3,279		2,560
Carrying value
Machinery		1,566		2,433
Office equipment		25		43
Motor vehicles		—		17
	US$	1,591	US$	2,493

We have not provided our executive officers with any discretionary bonuses at the moment but our board of directors may consider the necessity of bonuses in the future based on our financial and operating performance and prospects, the level of compensation paid to similarly situated executives in comparably sized companies and contributions made by the officers’ to our success.

~~Depreciation~~Equity ~~expense for each of years ended March 31, 2010 and 2009 was approximately US$874,000 and US$975,000, respectively.~~ Incentives

5We have not established equity based incentive program and have not granted stock based awards as a component of compensation. In ~~Intangible~~the ~~Assets~~future, ~~Net~~ we may adopt and establish an equity incentive plan pursuant to which awards may be granted if our board of directors determines that it is in the best interests of our stockholders and the Company to do so.

~~Changes~~Retirement ~~in the carrying amount of intangible assets for the years ended March 31, 2010 and 2009 were as follows:~~ Benefits

	Software			Patent			Total
	US$’000			US$’000			US$’000
Cost:
Balance, March 31, 2009 and 2010	US$	183		US$	4		US$	187
Less: Accumulated amortization Balance, March 31, 2009		(119	)		(3	)		(122	)
Amortization expenses		(22	)		(1	)		(23	)
Balance, March 31, 2010		(141	)		(4	)		(145	)
Net balance, March 31, 2010	US$	42		US$	—		US$	42

Two of our executive officers in Shanghai participated in the government –mandated multi-employer defined contribution retirement plan.

~~The estimated amortization expense for the five years ending March 31, 2011, 2012, 2013, 2014 and 2015 amounts to approximately US$22,000, US$18,000, US$2,000, US$ nil and US$ nil, respectively.~~ Perquisites

~~F-13~~ We have not provided our executive with any material perquisites and other personal benefits and, therefore, we do not view perquisites as a significant or necessary element of our executive’s compensation.

~~Table~~Deferred ~~of Contents~~Compensation

~~T-BAY~~We ~~HOLDINGS,~~do ~~INC.~~not ~~AND~~provide ~~SUBSIDIARIES NOTES~~our TOexecutives ~~CONSOLIDATED~~the ~~FINANCIAL~~opportunity ~~STATEMENTS~~to ~~(continued) MARCH~~defer ~~31,~~receipt ~~2010~~of ~~and~~annual ~~2009~~ compensation.

6.The ~~Income~~following ~~Taxes~~ table sets forth information for the period indicated with respect to the persons who served as our CEO, CFO and other most highly compensated executive officers who served on our board of directors.

~~Amber~~Page ~~Link~~37 ~~and~~of ~~Wise Target are not subject to income taxes in any tax jurisdiction.~~ 42

NoTable ~~provision for current income tax for T-Bay has been made as it incurred a loss for each~~ of ~~the years ended March 31, 2010 and 2009, respectively.~~ Contents

~~Sunplus~~SUMMARY isCOMPENSATION ~~subject to PRC Income Tax. Pursuant to the PRC Income Tax Laws, the prevailing statutory rate of enterprise income tax is 25%.~~ TABLE

Zhangzhou JiaXun and Fujian Qiaoxing were inactive during the year ended March 31, 2009 up to date of disposal.

Name and Position	Year	Salary (US$)		Bonus Shares (US$)		Stock Awards (US$)		Option Awards (US$)		Non-Equity Incentive Plan Compensation (US$)		Nonqualified Deferred Compensation Earnings (US$)		All Other Compensation (US$)		Total (US$)
Li Xiaofeng	2011		59,600		-		-		-		-		-		3,500		63,100
Chief Executive Officer	2010		66,000		-		-		-		-		-		6,700		72,700

Qin Xiangning	2011		15,000		-		-		-		-		-		-		15,000
Chief Financial Officer	2010		15,000		-		-		-		-		-		-		15,000

ASERVICE ~~reconciliation~~AGREEMENTS ~~between~~WITH ~~taxes~~DIRECTORS ~~computed~~AND atEXECUTIVE ~~the PRC statutory rate of 25% and the Group’s effective tax rate is as follows:-~~ OFFICERS

	YEAR ENDED MARCH 31,
	2010			2009
	US$’000			US$’000
Loss before income tax	US$	(6,928	)	US$	(4,420	)
Income benefit on pretax income at statutory rate		(1,732	)		(1,105	)
Effect of different tax rates of Group company operating in other jurisdictions		382			142
Tax effect of non-deductible expenses		862			334
Tax effect of non-taxable income		—			(2	)
Change in valuation allowance		488			2,531
Under-provision in prior year		7			—
Income tax expense	US$	7		US$	1,900

We will bear all travelling and travel-related expenses, entertainment expenses and other out-of-pocket expenses reasonably incurred by Mr. Li or Mr. Qin in the process of discharging their respective duties on our behalf.

AsExcept of March 31, 2010, T-Bay had accumulated net operating loss carryforwards for United States federal tax purposes of approximately US$649,000, that are available to offset future taxable income. As of March 31, 2010, Sunplus had net operating loss carryforwards of approximately US$2,949,000 that are available to offset future taxable income up to 2015. Realization of the net operating loss carryforwards is dependent upon future profitable operations. In addition, the carryforwards may be limited upon a change of control in accordance with Internal Revenue Code Section 382, as ~~amended.~~disclosed ~~Accordingly~~herein, ~~management~~we ~~has~~have ~~recorded~~no aother ~~valuation~~existing ~~allowance~~or toproposed ~~reduce deferred~~agreements ~~tax assets associated~~ with ~~the~~any ~~net~~of ~~operating~~our ~~loss~~officers ~~carryforwards~~and ~~to zero at March 31, 2010~~directors. ~~T-Bay’s net operating loss carryforwards expire in years 2012 through 2030.~~

AsBONUSES ofAND ~~March 31,~~DEFERRED ~~2010, deferred tax assets consist of:-~~ COMPENSATION

	MARCH 31,
	2010			2009
	US$’000			US$’000
Net operating loss carryforwards	US$	3,598		US$	3,110
Less: valuation allowance		(3,598	)		(3,110	)
	US$	—		US$	—

We do not have an incentive bonus plan at this time.

~~F-14~~ We do not have any deferred compensation or retirement plans. We do not have a compensation committee; all decisions regarding compensation are determined by our entire board of directors.

~~Table~~OPTION ofGRANTS ~~Contents~~IN THE LAST FISCAL YEAR

~~T-BAY~~We ~~HOLDINGS~~did not grant any options or stock appreciation rights to our named executive officers or directors in the fiscal year ended March 31, ~~INC~~2011. ~~AND~~As ~~SUBSIDIARIES NOTES~~of TOJune ~~CONSOLIDATED~~30, ~~FINANCIAL~~2011, ~~STATEMENTS~~Mr. ~~(continued) MARCH~~Li 31Xiaofeng, ~~2010~~Chief Executive Officer and ~~2009~~ Director, owned 1,700,000 shares of common stock in our Company, which represented 5.65% of the total number of shares issued and outstanding.

7.INDEMNIFICATION ~~Concentrations~~OF ~~and~~DIRECTORS ~~Credit~~AND ~~Risk~~ EXECUTIVE OFFICERS

~~The~~Our ~~Group~~bylaws ~~operates~~provide ~~principally~~for in the ~~PRC~~indemnification ~~(including~~of ~~Hong~~our ~~Kong)~~present and ~~grants~~prior ~~credit~~directors toand ~~its~~officers ~~customers~~ or any person who may have served at our request as a director or officer of another corporation in ~~this~~which ~~geographic~~we ~~region.~~own ~~Although~~shares of capital stock or of which we are a creditor, against expenses actually and necessarily incurred by them in connection with the ~~PRC~~defense isof ~~economically~~any ~~stable~~actions, itsuits isor ~~always~~proceedings ~~possible~~in ~~that unanticipated~~which ~~events~~they, or any of them, are made parties, or a party, by reason of being or having been director(s) or officer(s) of us or of such other corporation, in ~~foreign~~the ~~countries~~absence ~~could~~of ~~disrupt~~negligence or misconduct in the ~~Group’s~~performance ~~operations~~of their duties. This indemnification policy could result in substantial expenditure by us, which we may be unable to recoup.

~~Financial~~Insofar ~~instruments~~as ~~that~~indemnification ~~potentially~~by ~~subject~~us for liabilities arising under the ~~Group~~Securities Exchange Act of 1934 may be permitted to our directors, officers and controlling persons pursuant to provisions of the Amended Articles of Incorporation and Bylaws, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy and is, therefore, unenforceable. In the event that a ~~concentration~~claim for indemnification by such director, officer or controlling person of ~~credit~~us ~~risk~~is ~~consist~~ in the successful defense of ~~cash~~any action, ~~accounts~~suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Act and ~~other~~will ~~receivables~~be governed by the final adjudication of such issue.

AsPage of38 ~~March 31, 2010 and 2009, the Group had credit risk exposure~~ of ~~uninsured cash in banks of approximately US$703,000 and US$20,494,000, respectively.~~ 42

AsTable of ~~March 31, 2010 and 2009, the Group had credit risk exposure of sales proceeds receivable from Qiaoxing Telecom of approximately US$10,475,000 and US$11,928,000, respectively. (See Note 1)~~ Contents

~~Pursuant~~At to the ~~agreement~~present ~~signed~~time, ~~between~~there ~~Sunplus~~is ~~and~~no ~~Qiaoxing~~pending ~~Telecom~~litigation inor ~~respect~~proceeding ofinvolving ~~the~~a ~~disposal of Fujian Qiaoxing to Qiaoxing Telecom in March 2009~~director, ~~Qiaoxing Telecom was to settle this outstanding balance by June 2009. However~~officer, ~~Qiaoxing~~employee ~~Telecom~~or ~~was~~other ~~unable~~agent toof ~~obtain~~ours ~~approval from the local governmental bureau~~ in ~~Zhangzhou~~which toindemnification ~~develop~~would ~~the~~be land held by Fujian Qiaoxing. This was due to the delay in development by Fujian Qiaoxing. When the Zhangzhou local government granted the land use right to Fujian Qiaoxing in 2006, Fujian Qiaoxing was required toor ~~develop the land within three years~~permitted. ~~However,~~We ~~the~~are ~~land had~~ not ~~been~~aware ~~developed~~of ~~prior~~any tothreatened ~~the~~litigation ~~disposal~~or toproceeding ~~Qiaoxing~~which ~~Telecom~~may ~~and~~result ~~the local~~in ~~authorities~~a ~~have~~claim ~~refused~~for tosuch ~~approve the development plans submitted by Qiaoxing Telecom~~indemnification.

~~Recently,~~Compensation ~~the Company has actively liaised with the Zhangzhou local governmental bureau to apply for an extension~~ of the land development. Based on this contact, the Company, in conjunction with its legal counsel, has made its initial assessment of the situation and concluded that it is more likely than not that the Zhangzhou local government bureau will provide an extension for developing the land and Qiaoxing Telecom can honor the agreement and settle the balance due to Sunplus. Accordingly, no allowance has been made in respect of the sales proceeds receivable from QiaoXing Telecom of US$10,475,000. Directors

AOur ~~substantial~~Board ~~portion~~ of ~~revenue~~Directors ~~was~~receive ~~generated~~no ~~from one group of customers for the years ended March 31, 2010 and 2009~~compensation.

~~The~~Item ~~net~~12. ~~sales~~Security toOwnership ~~customers~~of ~~representing~~Certain atBeneficial ~~least~~Owners ~~10%~~and ofManagement ~~net~~and ~~total~~Related ~~sales~~Stockholder ~~are as follows:-~~ Matters.

	YEAR ENDED MARCH 31,
	2010				2009
	US$’000		%		US$’000		%
Customer A		7,453		21		2,708		8
Customer B		5,710		16		1,734		5
Customer C		4,501		13		1,258		4
Customer D*		4,066		11		848		3
Customer E*		3,816		11		2,603		7
Customer F		3,898		11		479		1
Customer G		3,721		10		6,951		20
Customer H		—		—		6,945		20
Customer I		—		—		6,251		18
Customer Group A*		7,882		22		3,451		10

Security Ownership - Certain Beneficial Owners

~~F-15~~ Beneficial ownership is shown as of June 16, 2011, for shares held by (i) each person or entity known to us to be the beneficial owner of more than 5% of our issued and outstanding shares of common stock based solely upon a review of filings made with the Commission and our knowledge of the issuances by us, (ii) each of our directors, (iii) our Chief Executive Officer and our three other most highly compensated officers whose compensation exceeded US$100,000 during the fiscal year ended March 31, 2011, or the Named Executive Officers, and (iv) all of our current directors and executive officers as a group. Unless otherwise indicated, the persons listed below have sole voting and investment power with respect to the shares and may be reached at Block 3 Qiao Xing Science Technological & Industrial Zone, Tang Quan Huizhou,Guangdong, PRC.

~~Table~~Security ofOwnership ~~Contents~~- Certain Beneficial Owners

T-BAY HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) MARCH 31, 2010 and 2009

Amount

And

Percentage

Nature of

of Class

Beneficial

Beneficially

Beneficial Owner (including address)

Title of class

Ownership (1)

Total

Owned

Li Meilian

Common

15,950,000

53.01

Block 3 Qiao Xing Science Technological & Industrial Zone, Tang Quan Huizhou,Guangdong, PRC

7.Page ~~Concentrations~~39 ~~and~~of ~~Credit Risk (continued)~~ 42

~~The~~Table ~~following customers had balances greater than 10%~~ of ~~the total accounts receivable as of March 31, 2010 and March 31, 2009:~~ Contents

	MARCH 31, 2010				MARCH 31, 2009
	US$’000		%		US$’000		%
Customer A		8,248		19		3,505		16
Customer B		6,846		16		3,219		14
Customer E*		4,731		11		2,551		11
Customer G		4,497		11		2,241		10
Customer H		2,025		5		2,808		13
Customer J		3,917		9		2,762		12
Customer group A*		8,499		20		3,261		15

Security Ownership – Management

* Customer Group A includes customers D and E.

Beneficial Owner (including address)

Title of class

Amount

And

Nature of

Beneficial

Ownership (1)

Total

Percentage

of Class

Beneficially

Owned

Li Xiaofeng (2)(3)

Common

1,700,000

5.65

Block 3 Qiao Xing Science Technological & Industrial Zone,Tang Quan Huizhou,Guangdong, PRC

At March 31, 2010 and March 31, 2009, this group of customers accounted for 20% and 15%, respectively, of accounts receivable.

Qin Xiangning (2)(3)

Block 3 Qiao Xing Science Technological & Industrial Zone, Tang Quan Huizhou,Guangdong, PRC

The accounts receivable that have repayment terms of more than twelve months have been discounted (See Note 2(m)).

Xu Zhaohui (3)

Block 3 Qiao Xing Science Technological & Industrial Zone, Tang Quan Huizhou,Guangdong, PRC

~~The~~Officers ~~Group~~and ~~does~~Directors ~~not~~as ~~require~~a ~~collateral~~group toThree ~~support~~(3) ~~financial~~People ~~instruments~~Common ~~that~~1,700,000 ~~are subject~~D to1,700,000 ~~credit risk~~5.65 %

~~8. Retirement and Welfare Benefits~~ Notes:

~~The~~(1) ~~full-time~~(D) ~~employees~~stands of the PRC subsidiaries are entitled to staff welfare benefits including medical care, casualty, housing benefits, education benefits, unemployment insurance and pension benefits through a PRC government-mandated multi-employer defined contribution plan. The PRC subsidiaries are required to accrue the employer-portion for ~~these~~direct ~~benefits~~ownership; ~~based~~(I) onstands ~~certain percentages of the employees’ salaries. The total provision~~ for ~~such~~indirect employee benefits was US$164,000 and US$189,000 for the years ended March 31, 2010 and 2009, respectively. The PRC subsidiaries are required to make contributions to the plans out of the amounts accrued for all staff welfare benefits except for education benefits. The PRC government is responsible for the staff welfare benefits including medical care, casualty, housing benefits, unemployment insurance and pension benefits to be paid to these employees. ownership

9.(2) ~~Related Party Transactions~~ Officer

~~The~~(3) ~~Group engages in business transactions with the following related parties: a. Li Xiaofeng, a director and stockholder of T-Bay. b. Li Meilian, a stockholder of T-Bay.~~ Director

~~The~~Changes ~~Group~~in ~~has the following transactions and balances with related parties:-~~ Control

	MARCH 31,2010		MARCH 31, 2009
	US$’000		US$’000
Other payable — Li Meilian	US$	437	US$	285
Long-term liabilities
Other payable — Li Meilian	US$	3,482	US$	3,482
Other payable — Li Xiaofeng		773		773
	US$	4,255	US$	4,255

There are no arrangements, known to the Registrant, including any pledge by any person of securities of the Registrant which may at a subsequent date result in a change in control of the Registrant.

~~The~~Item ~~balances~~13. ~~have~~Certain noRelationships ~~stated~~and ~~terms~~Related ~~for repayment~~Transactions, ~~are not interest bearing,~~ and ~~are~~Director ~~the result of cash advances from related parties and the repayment thereof~~Independence. ~~Those payables to Li Meilian and Li Xiaofeng which are classified as long-term liabilities are not repayable within the next twelve months.~~

~~F-16~~ Certain Relationships and Related Transactions

~~Table of Contents~~None.

~~T-BAY~~Director ~~HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) MARCH 31, 2010 and 2009~~ Independence

10As of March 31, 2011, the Board of Directors consisted of three (3) members: Mr. ~~Other~~Li ~~Operating~~Xiaofeng, ~~Expenses~~ Mr. Qin Xiangning and Mr. Xu Zhaohui. Mr.Xu Zhaohui meets the requirement to be considered “independent” as defined by the governance rules of the NASDAQ Global Market.

~~Other~~Item ~~operating~~14. ~~expenses~~Principal ~~for~~Accounting ~~the~~Fees ~~year ended March 31, 2009 represented compensation of US$5,075,000 (2010: US$nil) to two customers to compensate them for subcontracting fees~~ and ~~raw materials consumed for two defectively designed mobile phone printed circuit board accessories~~Services.

~~11.~~The ~~Commitments~~following is a summary of the fees billed to us by Moore Stephens for professional services rendered for the years ended March 31, 2011 and ~~Contingencies~~ 2010:

a. As of March 31, 2010, Sunplus leased office premises and staff quarters under several agreements expiring from 2010 to 2012.

Service		2011				2010
Audit Fees		US$	73,000		US$	127,000

~~Rental~~Page ~~expenses~~40 ~~for the years ended March 31, 2010 and 2009 amounted to US$ 91,000 and US$ 246,000 respectively, and are included in general and administrative expenses in the consolidated statements~~ of ~~operations and comprehensive income.~~ 42

~~The~~Table ~~future minimum lease payments under the above-mentioned leases as~~ of ~~March 31, 2010 are as follows:-~~ Contents

Year Ending March 31,	US$’000
2011	US$	58
2012		38
Total	US$	96

Audit fees consist of the aggregate fees billed for services rendered for the audit of our annual financial statements, the reviews of the financial statements included in our Forms 10-Q and for any other services that are normally provided by our independent auditors in connection with our statutory and regulatory filings or engagements.

b.Audit Asrelated fees consist of ~~March~~the ~~31,~~aggregate ~~2010,~~fees ~~the~~billed ~~Group~~for ~~had~~professional ~~capital~~services ~~commitments~~rendered infor ~~relation~~assurance and related services that reasonably related to ~~acquisition~~the performance of ~~intangible~~the ~~assets~~audit or review of ~~US$38,000~~our financial statements that were not otherwise included in Audit Fees.

12Tax fees consist of the aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning. ~~Discontinued~~These ~~Operations~~ services include assistance regarding federal, state and local tax compliance and consultation in connection with various transactions and acquisitions.

OnAll ~~December 31,~~other ~~2008,~~fees ~~Sunplus~~consist ~~entered into an agreement with Huizhou Liyin Electronics Co., Ltd. (“Huizhou Liyin”) to dispose~~ of, ~~among~~the ~~other~~aggregate ~~things,~~fees ~~its~~billed ~~100% interest in Zhangzhou JiaXun~~ for ~~RMB5,000,000~~ ~~(US$733,000).~~products ~~However,~~and onservices ~~March 10,~~provided ~~2009,~~by ~~pursuant~~our toindependent aauditors ~~supplemental agreement between Sunplus~~ and ~~Huizhou~~not ~~Liyin,~~otherwise ~~Huizhou~~included ~~Liyin and Sunplus rescinded the original agreement. On the same date, Sunplus entered into another agreement with Qiaoxing Telecom to dispose of, among other things, its interest~~ in ~~Zhangzhou~~Audit ~~JiaXun at a consideration of RMB5~~Fees,~~000,000~~ ~~(US$724,000).~~Audit ~~As of~~Related ~~March 31,~~fees ~~2009,~~or ~~the~~Tax ~~net assets of discontinued operations amounted to US$728,000~~Fees. ~~An impairment loss of US$4,000 was recognized.~~

OnItem ~~March 20~~15. Exhibits, ~~2009,~~Financial ~~Sunplus~~Statement ~~disposed of its 80% interest in its subsidiary Fujian QiaoXing to Qiaoxing Telecom for a consideration of RMB84,000,000 (US$12,230,000)~~Schedules. ~~(See Note 1)~~

~~The~~(a)(1) ~~following~~Financial ~~table summarises the result of these discontinued operations, net of income taxes for the year ended March 31, 2009.~~ Statements

a)The ~~Discontinued~~financial ~~Operations~~statements ~~(Fujian~~and ~~Qiaoxing~~notes ~~and~~are ~~Zhangzhou~~listed ~~Jiaxun)~~ in the Index to Financial Statements on page F-1 of this Report.

	2009
	US$’000
Other revenue	US$	2
Operating loss		90
Loss on disposal of Fujian Qiaoxing		2,730
Impairment loss on assets of discontinued operations		4
Net loss	US$	2,822

(a)(2) Exhibits

F14 *Business Code of Conduct and Financial Code of Conduct (Incorporated by reference to Exhibit 14.1 and 14.2 to Form 8-17 K filed with the Commission on August 15, 2008)

~~Table~~21 of*Subsidiaries ~~Contents~~List

~~T-BAY~~31.1 ~~HOLDINGS,~~*Certification ~~INC.~~of ~~AND~~Chief ~~SUBSIDIARIES NOTES~~Executive TOOfficer ~~CONSOLIDATED~~pursuant ~~FINANCIAL~~to ~~STATEMENTS~~13a-14 ~~(continued) MARCH~~and ~~31,~~15d-14 ~~2010~~of ~~and~~the ~~2009~~ Exchange Act

1231.2 ~~Discontinued~~*Certification ~~Operations~~of ~~(continued)~~ Chief Financial Officer pursuant to 13a-14 and 15d-14 of the Exchange Act

a)32.1 ~~Discontinued~~*Certificate ~~Operations~~pursuant ~~(Fujian~~to ~~Qiaoxing~~18 ~~and~~U.S.C. ~~Zhangzhou~~ss. ~~JiaXun)~~ 1350 for Michael Mak, Chief Executive Officer

~~The~~32.2 ~~carrying~~*Certificate ~~values~~pursuant ofto ~~the~~18 ~~assets~~U.S.C. ofss. ~~Zhangzhou~~1350 ~~JiaXun classified as held~~ for ~~sale~~Michael ~~as at March 31~~Mak, ~~2009~~ ~~were~~Chief asFinancial ~~follows:~~ Officer

	MARCH 31, 2009
	US$’000
Investment at cost	US$	585
Deposits and other receivables		83
Due from minority shareholder		59
Cash and bank balances		1
		728
Impairment		(4	)
Assets of discontinued operations	US$	724

* - Filed herein

b(a)(3) ~~Disposal~~Financial ofStatement ~~a subsidiary~~ Schedules

OnFinancial ~~April 9,~~statement ~~2009,~~schedules ~~Sunplus~~not ~~disposed~~filed ofherein ~~its~~have ~~100%~~been ~~interest~~omitted inas ~~Zhangzhou~~they ~~JiaXun~~are tonot ~~Qiaoxing~~applicable ~~Telecom~~or ~~at a~~the ~~consideration~~required ofinformation ~~US$731,000~~or ~~(RMB5,000,000)~~equivalent ~~(See~~information ~~Note~~has 1)been included in the financial statements or the notes thereto.

	APRIL 9, 2009
	US$’000
Net assets disposed:-
Investment at cost	US$	585
Other receivables		83
Due from minority shareholder		59
Cash and bank balances		1
Net assets disposed		728
Impairment		(4	)
Assets of discontinued operations		724
Less: Non-controlling interest — 5%		(36	)
Assets held by the Group		688
Consideration to be satisfied by cash		731
Gain on disposal of a subsidiary	US$	43

Page 41 of 42

AnTable ~~analysis~~ of ~~the net inflow of cash and cash equivalents in respect of the disposal of Zhangzhou JiaXun is as follows:-~~ Contents

	US$’000
Cash and bank balances disposed	US$	(1	)
Cash consideration received		731
Net cash inflow	US$	730

SIGNATURES

~~F-18~~ Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~Table~~T-BAY ofHOLDINGS, ~~Contents~~INC.

T-BAY HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) MARCH 31, 2010 and 2009

			/s/ Li Xiaofeng
Dated: July 13, 2011			Li Xiaofeng, Chief Executive Officer (Principal executive officer)

			/s/ Qin Xiangning
			Qin Xiangning, Chief Financial Officer (Principal financial officer)
Dated: July 13, 2011

~~13.~~Pursuant ~~New~~to ~~Accounting~~the ~~Pronouncements~~ requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on July 13, 2011

InEach ~~June 2009,~~person ~~the~~whose ~~FASB~~signature ~~issued~~appears ~~ASC~~below ~~No. 105~~constitutes ~~(Prior~~and ~~authoritative~~appoints ~~guidance:~~Li ~~SFAS~~Xiaofeng ~~No. 168~~and ~~“The~~Qin ~~FASB Accounting~~Xiangning ~~Standards~~as ~~Codification~~his TMtrue and ~~the~~lawful ~~Hierarchy~~attorneys-in-fact ofand ~~Generally~~agents, ~~Accepted~~each ~~Accounting~~acting ~~Principles~~alone, a ~~replacement~~with full power of ~~FASB~~substitution ~~Statement~~and ~~No. 162”)~~re-substitution, ~~which~~for ~~establishes~~him ~~the~~and ~~FASB~~in ~~Accounting~~his ~~Standards Codification~~name, asplace ~~the~~and ~~source~~stead, ofin ~~authoritative~~any ~~accounting~~and ~~principles~~all ~~recognized~~capacities, byto ~~the~~sign ~~FASB~~any and all amendments to ~~be applied~~this inAnnual Report on Form 10-K and to file the ~~preparation~~same, ofwith ~~financial~~all ~~statements~~exhibits thereto, and other documents in ~~conformity~~connection therewith, with ~~generally~~the ~~accepted accounting principles~~U.S. ~~FASB~~Securities ~~ASC~~and ~~No. 105~~Exchange ~~explicitly~~Commission, ~~recognizes~~granting ~~rules~~unto said attorneys-in-fact and ~~interpretive~~agents, ~~releases~~each ofacting ~~the Securities~~alone, full power and ~~Exchange~~authority ~~Commission~~to ~~(“SEC”)~~do ~~under~~and ~~federal~~perform ~~securities~~each ~~laws~~and asevery ~~authoritative~~act ~~GAAP~~and ~~for SEC~~thing ~~registrants.~~requisite ~~ASC~~and ~~No. 105~~necessary isto ~~effective~~be ~~for~~done in and about the ~~current~~premises, ~~year.~~as ~~Adoption~~fully ofto ~~FASB~~all ~~ASC~~intents ~~No. 105~~and ~~did not~~purposes ~~have~~as ahe ~~material~~might ~~impact~~or oncould ~~the~~do ~~Company’s~~in ~~consolidated~~person, ~~financial~~hereby ~~statements~~ratifying and confirming all said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (“SFAS No. 160”), which is now codified as FASB ASC No. 815. FASB ASC No. 815 requires that a noncontrolling interest in a subsidiary be reported as equity and the amount of consolidated net income specifically attributable to the noncontrolling interest be identified in the consolidated financial statements. It also calls for consistency in the manner of reporting changes in the parent’s ownership interest and requires fair value measurement of any noncontrolling equity investment retained in a deconsolidation. FASB ASC No. 815 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Accordingly, minority interest has been renamed noncontrolling interest, net loss is reported at amounts that include the amounts attributable to both noncontrolling interests and common stockholders for all period presented. In addition, noncontrolling interest has been reported as a component of equity in the consolidated balance sheets and consolidated statements of changes in equity for all periods presented. The Company has retrospectively applied the presentation to its prior year balances in the consolidated financial statements.

Signature	Title	Date

/s/ Li Xiaofeng	Chief Executive Officer	July 13, 2011
Li Xiaofeng	(Chief principal officer) and Director

/s/ Qin Xiangning		July 13, 2011
Qin Xiangning	Chief Financial Officer and Director

/s/ Xu Zhaohui		July 13, 2011
Xu Zhaohui	Independent Director

InPage ~~December 2007,~~42 the FASB issued ASC No. 815 (Prior authoritative guidance: FASB issued SFAS 141 (revised 2007), Business Combinations (ASC 815). ASC No. 815 amends and clarifies the accounting guidance for the acquirer’s recognition and measurement of assets acquired, liabilities assumed and noncontrolling interests of an acquiree in a business combination. The adoption of ASC No. 815 had no material effect on the Company’s consolidated financial statements. 42

In April 2008, the FASB issued ASC No. 350-30-35-1 (Prior authoritative guidance: FSP FAS No. 142-3, “Determination of the Useful Life of Intangible Assets”). ASC No. 350-30-35-1 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under ASC No. 350-30-35-1, Goodwill and Other Intangible Assets. ASC No. 350-30-35-1 is intended to improve the consistency between the useful life of an intangible asset and the period of expected cash flows used to measure the fair value of the asset under other applicable accounting literature. ASC No. 350-30-35-1 is effective for fiscal years beginning after December 15, 2008. Early adoption is prohibited. The adoption of ASC No. 350-30-35-1 had no material effect on the Company’s consolidated financial statements.

In May 2009, the FASB issued FASB ASC No. 855-10 (Prior authoritative guidance: SFAS No. 165, “Subsequent Events”), which sets forth general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. ASC No. 855-10 is effective after June 15, 2009. The adoption of ASC No. 855-10 had no material effect on the Company’s financial statements. Effective February 24, 2010, the Company adopted FASB ASU No. 2010-09, “Subsequent Events (Topic 855) — Amendments to Certain Recognition and Disclosure Requirements.” ASU 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement that an SEC filer disclose the date through which subsequent events have been evaluated. The adoption of this ASU had no effect on the Company’s consolidated financial position or results of operations.

F-19

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A(T). Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures, or “disclosure controls,” pursuant to Exchange Act Rule 13a-15(b). Disclosure controls are controls and procedures designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this annual report, is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure controls include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our disclosure controls include some, but not all, components of our internal control over financial reporting. In making this evaluation, our management considered the material weaknesses in our internal control over financial reporting and the status of remediation as discussed below. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of March 31, 2010. However, giving full consideration to the material weaknesses described below, we performed adequate analyses and procedures, including among other things, transaction reviews and account reconciliations, in order to provide assurance that our consolidated financial statements included in this annual report were prepared in accordance with generally accepted accounting principles (“GAAP”) and present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.

(b) Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements.

Our management performed an assessment of the effectiveness of our internal control over financial reporting as of March 31, 2010, utilizing the criteria described in the “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The objective of this assessment was to determine whether our internal control over financial reporting was effective as of March 31, 2010. Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In our assessment of the effectiveness of internal control over financial reporting as of March 31, 2010, we identified the following material weaknesses, which have not been fully remedied and continue to exist:

• There was a lack of 1) effective communication of the importance of internal controls over financial reporting throughout the structure of the Company and 2) an adequate tone set by management around control consciousness.

• We do not have sufficient in-house capacity to review and supervise the accounting operations. Our policies and procedures with respect to the review, supervision and monitoring of accounting operations were not operating in a fully effective manner. Timely review of vouchers, general ledger and sub-ledger was not sufficient.

• Our accounting staff were not familiar with U.S. GAAP and SEC reporting requirements. In addition, we did not maintain effective controls over the preparation and review of the period-end closing procedures to ensure the completeness and accuracy of the consolidated financial statements and that balances and disclosures reported in the consolidated financial statements reconciled to the underlying supporting schedules and accounting records.

• There was a lack of an effective anti-fraud program designed to detect and prevent fraud relating to an effective whistle-blower program, consistent background checks of personnel in positions of responsibility and an ongoing program to manage identified fraud risks.

• We did not maintain an effective risk assessment and management mechanism. Specifically, we do not have sufficient internal mechanisms to prevent management override in a fully effective manner.

• Our internal audit function was not sufficient. Specifically, there were no personnel with an appropriate level of experience, training and there were no lines of reporting to allow an internal audit group to function effectively in determining the adequacy of our internal control over financial reporting and monitoring the ongoing effectiveness thereof. On September 2, 2009, the two independent directors who composed the audit committee resigned from their positions as independent directors of the Company effective September 2, 2009. There is no audit committee since that date.

In light of these material weaknesses management concluded that our internal control over financial reporting was not effective as of March 31, 2010.

However, giving full consideration to the material weaknesses described above, we performed adequate analyses and procedures, including among other things, transaction reviews and account reconciliations, in order to provide assurance that our consolidated financial statements included in this annual report were prepared in accordance with generally accepted accounting principles (“GAAP”) and present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Item 9B. Other Information.

None.

PART III.

Item 10. Directors, Executive Officers and Corporate Governance.

DIRECTORS AND EXECUTIVE OFFICERS

Our directors and officers, as of March 31, 2010, are set forth below. The directors hold office for their respective term and until their successors are duly elected and qualified. Vacancies in the existing Board are filled by a majority vote of the remaining directors. The officers serve at the will of the Board of Directors.

Name	Age		Position	Director Since
Xiaofeng Li		35	Chief Executive Officer and Director	April 2009
Xiangning Qin		32	Chief Financial Officer	April 2009
Zhaohui Xu		38	Independent Director	September 2009

The following is a brief summary of the business experience of our management.

Mr. Xiaofeng Li, Director and Chief Executive Officer.

Mr. Li holds a Bachelor Degree from Shanghai University, Industrial Design Department. From August 1998 to February 2001, Mr. Li was employed by Inventec Appliances Corp. where he was an Industrial Designer. From 2001 to March 2002, Mr. Li was employed by Shanghai Fanna Industrial Product Design Co., Ltd. as executive director and general manager. Since April 2002, Mr. Li has been Chairman of the Board of Shanghai Sunplus Communication Technology Co., Ltd.

Mr. Xiaofeng Li was first appointed Chief Executive Officer of the Company in August 2005, resigned from the office of Chief Executive Officer in June 2008 and was re-appointed Chief Executive Officer in April 2009.

Mr. Xiangning Qin, Director and Chief Executive Officer

Mr. Qin currently serves as the Chief Financial Officer of the Company. From 2000 to 2006, Mr. Qin was employed by Guangxi Liugong Machinery Co., Ltd. (SZSE: 000528), a Top 500 enterprise in China, serving as the Accounting Manager, Accounting Director and Internal Auditor during the six years with Guangxi. Before his appointment as the Chief Financial Officer of the Company on April 1, 2009, Mr. Qin was Director of Shanghai Sunplus Communication Technology Co., Ltd., which is a subsidiary of the Company. Mr. Qin holds a Bachelors Degree of Accounting from Zhongnana University of Economics and Law. Mr. Qin also holds a Certificate of Assistant Auditor and Certificate of Medium Level Accountant.

Mr Zhaohui Xu, Independent Director

Mr. Xu holds a Master’s degree of accounting. From 1994 to 2005, Mr. Xu served as accountant and manager of financial department with Jiangxi Coal Mining Machinery Co., Ltd successively. From 2005 to the present, Mr. Xu serves as CFO of Shenzhen Xianxun Technology Co., Ltd.

(a) Significant Employees

Other than our officers, there are no employees who are expected to make a significant contribution to our corporation.

(b) Family Relationships

There are no family relationships among any of our directors and executive officers. There are no family relationships among our officers, directors, or persons nominated for such positions.

LEGAL PROCEEDINGS

No officer, director, or persons nominated for these positions, and no promoter or significant employee of our corporation has been involved in legal proceedings that would be material to an evaluation of our management.

AUDIT COMMITTEE

The Board of Directors adopted an Audit Committee Charter authorizing the establishment of an Audit Committee as noted on the Form 8-K filed with the Commission on August 15, 2008. On September 2, 2009, the two independent directors who composed the audit committee resigned from their positions as independent directors of the Company effective September 2, 2009. There is no audit committee since that date.

CODE OF ETHICS

As noted on the Form 8-K filed with the Commission on August 15, 2008, on August 15, 2008, the Board of Directors approved a Business Code of Conduct and a Financial Code of Conduct (collectively the “Codes”). Our Codes define the standard of conduct expected by our officers, directors and employees. The Codes were filed as Exhibits 14.1 and 14.2 to our Form 8-K filed with the Commission on August 15, 2008 and are incorporated herein by reference.

COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and beneficial holders of more than 10% of our common stock to file with the Commission initial reports of ownership and reports of changes in ownership of our equity securities on Forms 3, 4 and 5. Based on the copies of filings received by the Company during the most recent fiscal year the directors, officers, and beneficial owners of more than ten percent of the equity securities of the Company registered pursuant to Section 12 of the Exchange Act have filed on a timely basis all required Forms 3, 4, and 5 and any amendments thereto.

Item 11. Executive Compensation.

Background and Compensation Philosophy

There are altogether three (3) persons acting individually either as a director or an executive officer or both in our Company: (1) Mr. Xiaofeng Li, our Chief Executive Officer and director, and beneficial owner of 6.64 % of our common stock; (2) Mr. Xiangning Qin, our Chief Financial Officer and director, and (3) Mr. Zhaohui Xu, an independent director. Our board of directors have historically determined the compensation to be paid to our executive officers based on our financial and operating performance and prospects, the level of compensation paid to similarly situated executives in comparably sized companies and contributions made by the officers’ to our success. Each of the named officers will be measured by a series of performance criteria by the board of directors, or the compensation committee when it is established, on a yearly basis. Such criteria will be set forth based on certain objective parameters such as job characteristics, required professionalism, management skills, interpersonal skills, related experience, personal performance and overall corporate performance.

Our board of directors have not adopted or established a formal policy or procedure for determining the amount of compensation paid to our executive officers. Mr. Li and Mr. Qin have been and may continue to be involved when our board of directors deliberate compensation issues related to their own compensation.

As our executive leadership and board of directors grow, our board of directors may decide to form a compensation committee charged with the oversight of executive compensation plans, policies and programs.

Elements of Compensation

We provide our executive officers solely with a base salary to compensate them for services rendered during the year. Our policy of compensating our executives with a cash salary has served us well. Because of our history of attracting and retaining executive talent, we do not believe it is necessary at this time to provide our executives discretionary bonuses, equity incentives, or other benefits in order for us to continue to be successful.

Base Salary

The yearly base salary of Mr. Xiaofeng Li for the fiscal years ended March 31, 2010 and 2009 was US$66,000 and US$61,000 respectively. Mr. Xiangning Qin received US$15,000 and US$11,000 for the fiscal years ended March 31, 2010 and 2009 respectively; he was appointed as CFO on April 1, 2009. Mr. Zhaohui Xu received US$Nil during the fiscal year ended March 31, 2010; he was appointed as an Independent Director in September 2009. Mr. Jie Shi received US$Nil during the fiscal year ended March 31, 2009; he was appointed as the CEO in June 2008 and resigned in March 2009. Mr. Wai Chiu Albert Leung received US$26,000 for the fiscal years ended March 31, 2009; he served as CFO from October, 2008 to March 2009. Mr. Murry Zuhe Xiao received US$23,000 for the fiscal years ended March 31, 2009, he served as CFO from August, 2005 to September 2009.

Discretionary Bonus

Equity Incentives

We have not established equity based incentive program and have not granted stock based awards as a component of compensation. In the future, we may adopt and establish an equity incentive plan pursuant to which awards may be granted if our board of directors determines that it is in the best interests of our stockholders and the Company to do so.

Retirement Benefits

Two of our executive officers in Shanghai participated in the government -mandated multi-employer defined contribution retirement plan.

Perquisites

We have not provided our executive with any material perquisites and other personal benefits and, therefore, we do not view perquisites as a significant or necessary element of our executive’s compensation.

Deferred Compensation

We do not provide our executives the opportunity to defer receipt of annual compensation.

The following table sets forth information for the period indicated with respect to the persons who served as our CEO, CFO and other most highly compensated executive officers who served on our board of directors.

SUMMARY COMPENSATION TABLE

													Nonqualified
											Non-Equity		Deferred
					Bonus		Stock		Option		Incentive Plan		Compensation		All Other
			Salary		Shares		Awards		Awards		Compensation		Earnings		Compensation		Total
Name and Position	Year		(US$)		(US$)		(US$)		(US$)		(US$)		(US$)		(US$)		(US$)
Xiaofeng Li		2010		66,000		—		—		—		—		—		6,700		72,700
Chief Executive Officer		2009		61,000		—		—		—		—		—		6,400		67,400
Xiangning Qin		2010		15,000		—		—		—		—		—				15,000
Chief Financial Officer		2009		11,000		—		—		—		—		—				11,000
Murry Zuhe Xiao Ex-Chief Financial Officer		2009		23,000														23,000
Wai Chiu Albert Leung Ex-Chief Financial Officer		2009		26,000														26,000
Jie Shi Ex-Chief Executive Officer		2009		—														—

SERVICE AGREEMENTS WITH DIRECTORS AND EXECUTIVE OFFICERS

Except as disclosed herein, we have no other existing or proposed agreements with any of our officers and directors.

BONUSES AND DEFERRED COMPENSATION

We do not have an incentive bonus plan at this time.

We do not have any deferred compensation or retirement plans. We do not have a compensation committee; all decisions regarding compensation are determined by our entire board of directors.

OPTION GRANTS IN THE LAST FISCAL YEAR

We did not grant any options or stock appreciation rights to our named executive officers or directors in the fiscal year ended March 31, 2010. As of March 31, 2010, Mr. Xiaofeng Li, Chief Executive Officer and Director, owned 1,998,237 shares of common stock in our Company, which represented 6.64% of the total number of shares issued and outstanding.

INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

Our bylaws provide for the indemnification of our present and prior directors and officers or any person who may have served at our request as a director or officer of another corporation in which we own shares of capital stock or of which we are a creditor, against expenses actually and necessarily incurred by them in connection with the defense of any actions, suits or proceedings in which they, or any of them, are made parties, or a party, by reason of being or having been director(s) or officer(s) of us or of such other corporation, in the absence of negligence or misconduct in the performance of their duties. This indemnification policy could result in substantial expenditure by us, which we may be unable to recoup.

Insofar as indemnification by us for liabilities arising under the Securities Exchange Act of 1934 may be permitted to our directors, officers and controlling persons pursuant to provisions of the Amended Articles of Incorporation and Bylaws, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy and is, therefore, unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us is in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

At the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of ours in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding which may result in a claim for such indemnification.

Compensation of Directors

Our Board of Directors receive no compensation.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Security Ownership — Certain Beneficial Owners

Beneficial ownership is shown as of June 28, 2010, for shares held by (i) each person or entity known to us to be the beneficial owner of more than 5% of our issued and outstanding shares of common stock based solely upon a review of filings made with the Commission and our knowledge of the issuances by us, (ii) each of our directors, (iii) our Chief Executive Officer and our three other most highly compensated officers whose compensation exceeded US$100,000 during the fiscal year ended March 31, 2010, or the Named Executive Officers, and (iv) all of our current directors and executive officers as a group. Unless otherwise indicated, the persons listed below have sole voting and investment power with respect to the shares and may be reached at 9th Floor, YongSheng Building, ZhongShan Xi Road, Xuhui District, Shanghai, China.

Security Ownership — Certain Beneficial Owners

Amount

And

Percentage

Nature of

of Class

Beneficial

Beneficially

Beneficial Owner (including address)

Title of class

Ownership (1)

Total

Owned

Meilian Li

Common

15,950,000D

15,950,000

53.01

Room 917, YongSheng Building Xhong Shang Xi Road Xuhui District, Shanghai, China

Security Ownership — Management

			Amount
			And					Percentage
			Nature of					of Class
			Beneficial					Beneficially
Beneficial Owner (including address)	Title of class		Ownership (1)			Total		Owned
Xiaofeng Li (2)(3)	Common			1,998,237	D		1,998,237		6.64	%
Room 917, YongSheng Building Xhong Shang Xi Road Xuhui District, Shanghai, China
Xiangning Qin (2)(3)		—		—			—		—
Room 917, YongSheng Building Xhong Shang Xi Road Xuhui District, Shanghai, China
Zhaohui Xu (3)		—		—			—		—
Room 917, YongSheng Building Xhong Shang Xi Road Xuhui District, Shanghai, China
Officers and Directors as a group Three (3) People	Common			1,998,237			1,998,237		6.64	%

Notes:

(1)		(D) stands for direct ownership; (I) stands for indirect ownership
(2)		Officer
(3)		Director

Changes in Control

There are no arrangements, known to the Registrant, including any pledge by any person of securities of the Registrant which may at a subsequent date result in a change in control of the Registrant.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Certain Relationships and Related Transactions

None.

Director Independence

As of March 31, 2010, the Board of Directors consisted of three (3) members: Mr. Xiaofeng Li, Mr. Xiangning Qin and Mr. Zhaohui Xu. Mr.Zhaohui Xu meets the requirement to be considered “independent” as defined by the governance rules of the NASDAQ Global Market.

Item 14. Principal Accounting Fees and Services.

The following is a summary of the fees billed to us by Moore Stephens for professional services rendered for the years ended March 31, 2010 and 2009:

Service	2010		2009
Audit Fees	US$	127,000	US$	154,000
Audit Related Fees
Tax Fees
All Other Fees
TOTAL	US$	127,000	US$	154,000

Audit related fees consist of the aggregate fees billed for professional services rendered for assurance and related services that reasonably related to the performance of the audit or review of our financial statements that were not otherwise included in Audit Fees.

Tax fees consist of the aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and local tax compliance and consultation in connection with various transactions and acquisitions.

All other fees consist of the aggregate fees billed for products and services provided by our independent auditors and not otherwise included in Audit Fees, Audit Related fees or Tax Fees.

Item 15. Exhibits, Financial Statement Schedules.

(a)(1) Financial Statements

The financial statements and notes are listed in the Index to Financial Statements on page F-1 of this Report.

(a)(2) Exhibits

	14			Business Code of Conduct and Financial Code of Conduct (Incorporated by reference to Exhibit 14.1 and 14.2 to Form 8-K filed with the Commission on August 15, 2008)
	21			*Subsidiaries List
	31.1			*Certification of Chief Executive Officer pursuant to 13a-14 and 15d-14 of the Exchange Act
	31.2			*Certification of Chief Financial Officer pursuant to 13a-14 and 15d-14 of the Exchange Act
	32.1			*Certificate pursuant to 18 U.S.C. ss. 1350 for Michael Mak, Chief Executive Officer
	32.2			*Certificate pursuant to 18 U.S.C. ss. 1350 for Michael Mak, Chief Financial Officer

* - Filed herein

(a)(3) Financial Statement Schedules

Financial statement schedules not filed herein have been omitted as they are not applicable or the required information or equivalent information has been included in the financial statements or the notes thereto.

SIGNATURES

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

		T-BAY HOLDINGS, INC.
		/s/ Xiaofeng Li Xiaofeng Li, Chief Executive Officer
Dated: June 29, 2010		(Principal executive officer)
		/s/ Xiangning Qin Xiangning Qin, Chief Financial Officer
Dated: June 29, 2010		(Principal financial officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on June 29, 2010.

Each person whose signature appears below constitutes and appoints Xiaofeng Li and Xiangning Qin as his true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Signature	Title	Date
/s/ Xiaofeng Li Xiaofeng Li	Chief Executive Officer(Chief principal officer) and Director	June 29, 2010
/s/ Xiangning Qin Xiangning Qin	Chief Financial Officer and Director	June 29, 2010
/s/ Zhaohui Xu Zhaohui Xu	Independent Director	June 29, 2010

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