OTHER EVENTS
The Company recently reported its acquisition of Amber Link International Limited and Wise Target International Limited which jointly own 95% of Shanghai Sunplus Communication Technology Co. Ltd. The business of Sunplus is now the business of the Company.
Although not required, the Company is voluntarily filing audited financial statements as of March 31, 2004 and March 31, 2005 of all three companies. The Company anticipates completing the June 30, 2004/2005 audits and pro forma financial statements of the businesses acquired shortly and intends to comply with its reporting obligations by filing a Form 8-K, Item 9.01 within the required time period.
Item 9.01
EXHIBITS
Exhibit
Title
Location
1.
Shanghai Sunplus Communication Technology Co. Ltd.
Attached
March 31, 2004/2005 Financial Statements
2.
Amber Link International Limited March 31, 2004/2005
Attached
Financial Statements
3.
Wise Target International Limited March 31, 2004/2005
Attached
Financial Statements
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
T-BAY HOLDINGS, INC.
DATE: September 8, 2005
/s/ Xiaofeng Li
Xiaofeng Li, Chief Executive Officer
2
Exhibit 1
SHANGHAI SUNPLUS COMMUNICATION
TECHNOLOGY CO. LTD.
FINANCIAL STATEMENTS
March 31, 2004 And 2005
Together With Report Of
Independent Registered Public Accounting Firm
3
SHANGHAI SUNPLUS COMMUNICATION TECHNOLOGY CO. LTD.
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
2
Balance Sheets
3
Statements of Operations
4
Statements of Changes in Owners' Equity
5
Statements of Cash Flows
6
Notes to Financial Statements
7
4
MOORE STEPHENS
CERTIFIED PUBLIC ACCOUNTANTS
905 Silvercord, Tower 2
30 Canton Road
Tsimshatsui
Kowloon
Hong Kong
Tel: (852) 2375 3 1 80
Fax: (852) 2375 3828
E-mail: ms@ms.com.hk
www.ms.com.hk
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Owners of
Shanghai Sunplus Communication Technology Co. Ltd.
We have audited the accompanying balance sheets of Shanghai Sunplus Communication Technology Co. Ltd. as of March 31, 20G4 and 2005, and the related statements of operations, owners' equity and cash flows for the period from October 17, 2002 (date of establishment) to March 31, 2004 and for the year ended March 31, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We 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 financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the 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.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Shanghai Sunplus Communication Technology Co. Ltd. as of March 31, 2004 and 2005 and the results of its operations and its cash flows for the period/year then ended in conformity with accounting principles generally accepted in the United States of America.
/s/ Moore Stephens
Certified Public Accountants
Hong Kong
July 27, 2005
5
SHANGHAI SUNPLUS COMMUNICATION TECHNOLOGY CO. LTD.
BALANCE SHEETS
March 31, 2004 and 2005
(in United States dollars)
MARCH 31,
Note(s)
2004
2005
US$'000
US$’000
ASSETS
CURRENT ASSETS
Cash and cash equivalents
152
706
Accounts receivable, net of allowance for doubtful
receivables of $0 in 2004 and $74,000 in 2005
3
156
8,739
Notes receivable
2,386
-
Prepayments, deposits and other receivables, net
of allowance for doubtful receivables of $0 in
2004 and $15,000 in 2005
3
Related parties
11
1
3
Third parties
1,360
830
Value-added tax recoverable
110
-
Inventories
4
2,752
8,022
Total current assets
6,917
18,300
PROPERTY, PLANT AND EQUIPMENT, NET
5
338
535
INTANGIBLE ASSETS, NET
6
2
50
TOTAL ASSETS
7,257
18,885
LIABILITIES AND OWNERS' EQUITY
CURRENT LIABILITIES
Accounts payable
983
5,708
Accruals and other payables
Related parties
11
475
-
Third parties
246
530
Notes payable
10
535
-
Receipts in advance
Related parties
11
2,881
-
Third parties
3
597
Value-added tax payable
-
361
Income tax payable
-
181
Total current liabilities
5,123
7,377
COMMITMENTS AND CONTINGENCIES
12
OWNERS' EQUITY
Paid-in registered capital
242
3,757
Statutory. surplus fund
2(p)
84
694
Due from a shareholder
11
-
(117)
Retained earnings
1,808
7,174
Total owners' equity
2,134
11.508
TOTAL LIABILITIES AND OWNERS' EQUITY
7,257
18,885
The accompanying notes are an integral part of these financial statements.
6
SHANGHAI SUNPLUS COMMUNICATION TECHNOLOGY CO. LTD.
STATEMENTS OF OPERATIONS
For the period from October 17, 2002 (date of establishment) to March 31, 2004 and for the year ended
March 31, 2005
(in United States dollars)
PERIOD/YEAR ENDED MARCH 31,
Note(s)
2004
2005
US$’000
US$’000
NET REVENUE
Related parties
11
6,196
10,471
Third parties
325
23,393
TOTAL NET REVENUE
6,521
33,864
COST OF REVENUE
2,618
24,203
GROSS PROFIT
3,903
9,661
OPERATING EXPENSES
Selling expenses
26
175
General and administrative expenses
1,961
3,216
TOTAL OPERATING EXPENSES
1,987
3,391
OTHER INCOME
4
14
INCOME FROM OPERATIONS
1,920
6,284
INTEREST EXPENSE
28
127
INCOME BEFORE INCOME TAX
1,892
6,157
INCOME TAX: CURRENT
7
-
181
NET INCOME
1,892
5,976
The accompanying notes are an integral part of these financial statements.
7
SHANGHAI SUNPLUS COMMUNICATION TECHNOLOGY CO. LTD.
STATEMENTS OF CHANGES IN OWNERS' EQUITY
For the period/year ended March 31, 2004 and 2005
(in United States dollars)
PAID-UP
REGISTERED
STATUTORY
RETAINED
TOTAL
CAPITAL
SURPLUS
DUE FROM A
EARNINGS
OWNERS'
FUND
SHAREHOLDER
EQUITY
RMB'00
US$’00
US$'000
US$'000
US$’000
US$’000
0
Capital contribution
2,003
242
-
-
-
242
Net income
-
-
-
-
1,892
1,892
Transfer
-
-
84
-
(84)
-
Balance, March 31,
2,003
242
84
-
1,808
2,134
2004
Capital contribution
29,095
3,515
-
-
-
3,515
Net income
-
-
-
5,976
5,976
Increase in due from a
shareholder
-
-
-
(117)
