Attached files
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| EX-23.3 - EXHIBIT 23.3 - NEW ENERGY SYSTEMS GROUP | ex233.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 3
(Mark One)
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ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2010
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ___________ to ___________
Commission File No. 000-49715
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NEW ENERGY SYSTEMS GROUP
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(Name of small business issuer in its charter)
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Nevada
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91-2132336
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer Identification No.)
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116 West 23rd St., 5th FL
New York, NY
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10011
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(Address of principal executive offices)
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(Zip Code)
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(917) 573-0302
(Registrant’s telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act:
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Title of each class registered:
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Name of each exchange on which registered:
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None
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None
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Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.0001
(Title of class)
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 x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has 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. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding twelve months (or for such shorter time that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
(Do not check if a smaller reporting company)
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o
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Smaller reporting company
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x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates as of June 30, 2010 based upon the closing price reported for such date on the American Stock Exchange was $67,329,425.
As of March 4, 2011, the registrant had 14,296,428 shares of its common stock outstanding.
Documents Incorporated by Reference: None.
1
EXPLANATORY NOTE TO 10-K/A
The purpose of this Amendment No. 3 to the Annual Report on Form 10-K/A for the fiscal year ended December 31, 2010 (the “Report”) of New Energy Systems Group, a Nevada corporation (the “Company”), which was originally filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2011 (the “Original Form 10-K”), is solely to update the Exhibits Index to include Exhibits 10.16-10.23, and to file Exhibit 23.3, which were inadvertently omitted from the Original Form 10-K.
All other information contained in the Report remains unchanged. Because this Amendment No. 3 does not include financial statements, we are not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Except for the amendments described above, the information in this Amendment No. 3 has not been updated to reflect events that occurred after March 28, 2011, the filing date of the Original Form 10-K. Accordingly, this Amendment No. 3 should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Form 10-K, including any amendments to those filings.
2
PART IV
a) Documents filed as part of this Annual Report
1. Financial Statements
2. Financial Statement Schedules
3. Exhibits
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Exhibit No.
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Title of Document
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Location
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2.1
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Share Exchange Agreement, dated February 14, 2006, between us, UPE Limited (Far East), Shenzhen Zhuo Tong Power Supply Industry Co., Ltd., and the shareholders of UPE Limited
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Incorporated by reference as Exhibit 2.1 to Form 8-K filed February 21, 2006
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2.2
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Amended and Restated Share Exchange Agreement, dated March 22, 2006, between us, Galaxy View International Ltd., Shenzhen Sono, and the shareholders of Galaxy View International Ltd.
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Incorporated by reference as Exhibit 2.1 to Form 8-K filed March 24, 2006
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2.3
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Share Exchange Agreement and Plan or Reorganization
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Incorporated by reference as Exhibit 10.1 to Form 8-K filed September 29, 2004
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3.1.1
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Articles of Incorporation
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Incorporated by reference as Exhibit 3(i)(1) to Form 8-K filed September 16, 2004
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3.1.2
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Amendment to Articles of Incorporation
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Incorporated by reference as Exhibit 3(i)(2) to Form 8-K filed September 16, 2004
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3.1.3
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Amendment to Articles of Incorporation
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Incorporated by reference as Exhibit 3(i)(3) to Form 8-K filed September 16, 2004
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3.1.4
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Certificate of Designation of Series A Convertible Preferred Stock
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Incorporated by reference as Exhibit 3(i) to Form 8-K filed July 28, 2006
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3.1.5
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Certificate of Amendment to Articles of Incorporation
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Incorporated by reference as Exhibit 3.1 to Form 8-K filed on November 19, 2009
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3.1.6
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Amendment to the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock
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Incorporated by reference as Exhibit 3.1 to Form 8-K filed on October 21, 2010.
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3.2
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Bylaws
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Incorporated by reference as Exhibit 3.4 to Form SB-2/A filed March 22, 2002
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4.1
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Form of Stock Certificate
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Incorporated by reference as Exhibit 4.1 to Form SB-2/A filed March 22, 2002
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4.2
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2004 Equity Incentive Plan
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Incorporated by reference as Exhibit 4.1 to Form S-8 filed March 2, 2004
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4.3
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Form of Class A, B and C Warrants
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Incorporated by reference as Exhibit 4.3 to Form 10-KSB filed March 30, 2006
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4.4
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Form of Subscription Agreement dated March 17, 2004 by and among Jasmine's Garden and the Investors
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Incorporated by reference as Exhibit 4.1 to Form 8-K filed March 22, 2004
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| 10.1 |
Sales Contract dated April 21, 2005 between Shenzhan E'Jenine Science & Technology Co., LTD. and Shenzhen Gao Yi Electonics Co. LTD.
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Incorporated by reference as Exhibit 10.1 to Form 8-K filed April 22, 2005
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10.2
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Sales Contract dated July 12, 2005 between Shenzhan E'Jenine Science & Technology Co., LTD. and Wuhan Jie Xin Communication Development Co., LTD.
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Incorporated by reference as Exhibit 2.1 to Form 8-K filed July 14, 2005
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10.3
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Sales Contract dated December 31, 2005 between Shenzhan E'Jenine Science & Technology Co., LTD. and Yin Si Qi Electronics Co.
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Incorporated by reference as Exhibit 2.1 to Form 8-K filed January 6, 2006
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10.4
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Loan Agreement dated March 10, 2006, between New Energy Systems Group and United Private Equity (The Pacific) Limited
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Incorporated by reference as Exhibit 2.1 to Form 8-K filed March 15, 2006
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10.5
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Employment Agreement dated December 10, 2009 between New Energy Systems Group and Weihe Yu
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Incorporated by reference as Exhibit 21.1 to Form 10-K filed April 15, 2010
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10.6
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Employment Agreement dated July 1, 2009 between New Energy Systems Group and Fushun Li
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Incorporated by reference as Exhibit 21.1 to Form 10-K filed April 15, 2010
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10.7
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Employment Agreement dated September 1, 2009 between New Energy Systems Group and Junfeng Chen
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Incorporated by reference as Exhibit 21.1 to Form 10-K filed April 15, 2010
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10.8
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Share Exchange Agreement, dated November 10, 2010, by and among Shenzhen Anytone Technology Co. Ltd, Shenzhen Kim Fai Solar Energy Technology Co., Ltd., and the Company.
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Incorporated by reference as Exhibit 10.1 to Form 8-K filed November 12, 2010
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10.9
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Letter of Appointment, dated June 11, 2010, by and between Mr. Elan Yaish and the Company.
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Incorporated by reference as Exhibit 10.1 to Form 8-K filed June 17, 2010
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10.10
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Lease Agreement, dated August 28, 2009, by and between Shenzhen Longgang District Tailian Industrial Development Co., Ltd. and Shenzhen NewPower Technology Co., Ltd.
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Incorporated by reference as Exhibit 10.10 to Form 10-K filed March 28, 2011
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10.11
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Lease Agreement, dated January 1, 2009, by and between China Great wall calculator Shenzhen Co., Ltd. And Shenzhen Anytone Technology Co., Ltd.
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Incorporated by reference as Exhibit 10.11 to Form 10-K filed March 28, 2011
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10.12
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2004 Equity Incentive Plan
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Incorporated by reference to the Registration Statement on Form S-8 filed on March 2, 2004
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10.13
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China Digital Communication Group 2009 Equity Incentive Plan
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Incorporated by reference to the Registration Statement on Form S-8 filed on October 28, 2009
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10.14
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Employment Agreement, dated September 1, 2008, by and between Nian Chen and Shenzhen Anytone Technology Co., Ltd.
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Incorporated by reference as Exhibit 10.14 to Form 10-K filed March 28, 2011
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10.15
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Lease Agreement, dated December 23, 2005, by and between Kim Fai
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Incorporated by reference as Exhibit 10.15 to Form 10-K filed March 28, 2011
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10.16
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Branding Strategy Consulting Agreement, dated August 18, 2009, by and between the Company and Rui Wang, and amended pursuant to that certain Supplemental Agreement dated October 10, 2009
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Incorporated by reference as Exhibit 10.15 to Form 10-K/A filed August 19, 2011
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10.17
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Branding Strategy Consulting Agreement, dated August 18, 2009, by and between the Company and Qiong Xiong, and amended pursuant to that certain Supplemental Agreement dated October 10, 2009
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Incorporated by reference as Exhibit 10.16 to Form 10-K/A filed August 19, 2011
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10.18
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Financial Consulting Agreement, dated August 18, 2009, by and between the Company and Zhiyong Xu, and amended pursuant to that certain Supplemental Agreement dated October 10, 2009
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Incorporated by reference as Exhibit 10.17 to Form 10-K/A filed August 19, 2011
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10.19
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Financial Consulting Agreement, dated August 18, 2009, by and between the Company and Changsuo Li, and amended pursuant to that certain Supplemental Agreement dated October 10, 2009
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Incorporated by reference as Exhibit 10.18 to Form 10-K/A filed August 19, 2011
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10.20
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Financial Consulting Agreement, dated August 18, 2009, by and between the Company and Fang Gao, and amended pursuant to that certain Supplemental Agreement dated October 10, 2009
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Incorporated by reference as Exhibit 10.19 to Form 10-K/A filed August 19, 2011
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10.21
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Financial Consulting Agreement, dated August 18, 2009, by and between the Company and Xi Li, and amended pursuant to that certain Supplemental Agreement dated October 10, 2009
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Incorporated by reference as Exhibit 10.20 to Form 10-K/A filed August 19, 2011
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10.22
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Financial Consulting Agreement, dated August 18, 2009, by and between the Company and Shuang Yang, and amended pursuant to that certain Supplemental Agreement dated October 10, 2009
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Incorporated by reference as Exhibit 10.21 to Form 10-K/A filed August 19, 2011
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10.23
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Financial Consulting Agreement, dated August 18, 2009, by and between the Company and Jie Zhang and amended pursuant to that certain Supplemental Agreement dated October 10, 2009
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Incorporated by reference as Exhibit 10.22 to Form 10-K/A filed August 19, 2011
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14.1
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Code of Ethics
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Incorporated by reference as Exhibit 14.1 to Form 8-K filed June 17, 2010
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21.1
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Subsidiaries
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Incorporated by reference as Exhibit 21.1 to Form 10-K filed March 28, 2011
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23.1
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Consent of Kabani & Company, Inc.
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Incorporated by reference as Exhibit 23.1 to the Registration Statement on Form S-8 filed on October 28, 2009
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23.2
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Consent of Berkman, Henoch, Peterson & Peddy, P.C.
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Incorporated by reference as Exhibit 23.2 to the Registration Statement on Form S-8 filed on October 28, 2009
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| 23.3 |
Consent of Goldman Kurland Mohidin
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Filed herewith
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5
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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NEW ENERGY SYSTEMS GROUP
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Date: August 24, 2011
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By:
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/s/ Weihe Yu
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Weihe Yu
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Chief Executive Officer
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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 and on the dates indicated.
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Name
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Capacity
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Date
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/s/ Weihe Yu
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Weihe Yu
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Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
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August 24, 2011
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/s/ Jufeng Chen
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Jufeng Chen
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Chief Financial Officer
(Principal Financial Officer and
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August 24, 2011
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Principal Accounting Officer)
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/s/ Elan Yaish
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Elan Yaish
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Director
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August 24, 2011
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/s/ Shuxian Cui
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Shuxian Cui
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Director
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August 24, 2011
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/s/ Li Liu
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Li Liu
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Director
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August 24, 2011
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