þ
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
|
FOR
THE QUARTERLY PERIOD ENDED: JUNE 30, 2008
|
|
or
|
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
|
FOR
THE TRANSITION PERIOD FROM: _____________ TO
_____________
|
|
COMMISSION
FILE NUMBER: 000-31497
|
Florida
|
65-1001686
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
7300
Alondra Boulevard, Suite 108
Paramount,
California
|
90723
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Large
accelerated filer
|
o
|
Accelerated
filer
|
o
|
|||
Non-accelerated
filer
|
o
|
Smaller
reporting company
|
þ
|
|||
(Do
not check if smaller reporting company)
|
Page
No.
|
||
PART I.
- FINANCIAL INFORMATION
|
||
Item
1.
|
Financial
Statements.
|
1 |
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations.
|
20 |
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk.
|
28 |
Item
4T.
|
Controls
and Procedures.
|
28 |
PART
II - OTHER INFORMATION
|
||
Item
1.
|
Legal
Proceedings.
|
30 |
Item
1A.
|
Risk
Factors.
|
30 |
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds.
|
30 |
Item
3.
|
Defaults
Upon Senior Securities.
|
30 |
Item
4.
|
Submission
of Matters to a Vote of Security Holders.
|
30 |
Item
5.
|
Other
Information.
|
30 |
Item
6.
|
Exhibits.
|
30 |
•
|
the
recognition of an agreement to issue 450,00 shares of Series B preferred
stock with a fair value of $3,780,000;
|
•
|
the
recognition of the Company's acquisition of a 51% interest in Shandong
Jiajia as a capital transaction implemented through reverse acquisition
accounting;
|
•
|
the
reclassification of costs totaling $10,418,000, initially incorrectly
classified as an expense, fair value of equity instruments, in the
consolidated statement of operations, to costs directly associated with
our acquisition of a 51% interest in Shandong
Jiajia;
|
•
|
the
correction of the accounting treatment accorded a convertible note payable
to a related party and principal stockholder, Mr. David
Aubel;
|
•
|
the
restatement of historical balance sheets and related disclosures to give
retroactive effect to a 1 for 40 reverse stock split completed on March
11, 2008;
|
•
|
adjust
the fair value of assets and liabilities of the accounting acquiree
(formerly MediaReady, Inc.) recognized in connection with the acquisition
of a 51% interest in Shandong Jiajia International Freight Forwarding Co.,
Ltd. accounted for as a capital transaction implemented through a reverse
acquisition and
|
|
•
|
recognize
the accrual of certain professional fees, totaling $141,800 in expense,
which were erroneously omitted from previous
filings.
|
•
|
recognize
the fair value adjustment of assets and liabilities of MediaReady, Inc. as
of December 31, 2008;
|
•
|
correct
the classification of $401,743 in recovery of bad debt in the consolidated
statements of operations from a component of other income (expense) to a
component of operating income.
|
•
|
recognize
$87,221 in non-operating bad debt resulting from a cash advance made in
the second quarter of 2008, to a related party and significant
shareholder, Mr. David Aubel, subsequently deemed
uncollectable.
|
•
|
Part
I. Financial Information
|
•
|
Item
1. Financial Statements, including consolidated balance sheets,
consolidated statement of operations, consolidated cash flows, and Notes
to Unaudited Consolidated Financial Statements, as well as the inclusion
of a consolidated statement of stockholders' deficit,
|
•
|
Item
2. Management's Discussion and Analysis of Financial Condition and Results
of Operations, and
|
•
|
Item
4(T). Controls and Procedures.
|
June
30,
2008
|
December 31,
2007
|
|||||||
Restated
(Unaudited)
|
Restated
|
|||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
|
$
|
3,435,950
|
$
|
1,121,605
|
||||
Accounts
receivable, net of allowance for doubtful accounts of $451,848 and
$794,715 at June 30, 2008 and December 31, 2007,
respectively
|
2,342,814
|
3,131,831
|
||||||
Accounts
receivable - related party
|
__
|
7,000
|
||||||
Due
from related parties
|
453,636
|
511,435
|
||||||
Prepayments
and other current assets
|
967,304
|
328,065
|
||||||
Total
current assets
|
7,199,704
|
5,099,936
|
||||||
Property
and equipment, net
|
40,000
|
42,336
|
||||||
Total
assets
|
$
|
7,239,704
|
$
|
5,142,272
|
||||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
Current
liabilities:
|
||||||||
Cash
overdraft
|
$
|
—
|
$
|
12,633
|
||||
Accounts
payable - trade
|
900,556
|
3,608,885
|
||||||
Accrued
consulting fees
|
50,082
|
—
|
||||||
Accrued
compensation - related party
|
—
|
446,985
|
||||||
Other
accruals and other current liabilities
|
233,230
|
485,101
|
||||||
Convertible
note payable - related party
|
—
|
2,373,179
|
||||||
Advances
from customers
|
1,610,211
|
683,436
|
||||||
Due
to related parties
|
174,075
|
229,252
|
||||||
Foreign
tax payable
|
79,247
|
36,117
|
||||||
Total
current liabilities
|
3,047,401
|
7,875,588
|
||||||
Minority
interest
|
1,006,221
|
601,028
|
||||||
Stockholders'
equity (deficit):
|
||||||||
Series
A convertible Preferred stock - $.001 par value; 10,000,000 shares and
5,000,000 shares authorized at June 30, 2008 and December 31,
2007; -0- shares and 1,000,000 shares issued and
outstanding at June 30, 2008 and December 31, 2007,
respectively
|
—
|
1,000
|
||||||
Series
B convertible Preferred stock- $.001 par value, 1,295,000 shares
authorized; 450,000 shares and 1,295,000 shares issued and outstanding at
June 30, 2008 and December 31, 2007, respectively
|
450
|
1,295
|
||||||
Common
stock - $.001 par value; 500,000,000 shares and 200,000,000 shares
authorized at June 30, 2008 and December 31, 2007;
34,508,203 and 4,999,350 shares issued and
outstanding at June 30, 2008 and December 31,
2007, respectively
|
34,508
|
4,999
|
||||||
Additional
paid-in capital (deficit)
|
3,572,042
|
(2,729,846
|
)
|
|||||
Retained
earnings (deficit)
|
(242,375
|
)
|
(385,402)
|
|||||
Accumulated
other comprehensive loss
|
(178,543
|
)
|
(226,390
|
)
|
||||
Total
stockholders' equity (deficit)
|
3,186,082
|
(3,334,344
|
)
|
|||||
Total
liabilities and stockholders' equity (deficit)
|
$
|
7,239,704
|
$
|
5,142,272
|
CHINA
LOGISTICS GROUP, INC. AND SUBSIDIARY
|
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
(UNAUDITED)
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
June 30,
2008
|
June 30,
2007
|
June 30,
2008
|
June 30,
2007
|
|||||||||||||
Restated
|
Restated
|
|||||||||||||||
Sales
|
$
|
8,018,987
|
$
|
7,575,454
|
$
|
14,792,200
|
$
|
13,793,670
|
||||||||
Cost
of sales
|
7,562,001
|
7,523,179
|
14,077,731
|
13,903,184
|
||||||||||||
Gross
profit
|
456,986
|
52,275
|
714,469
|
(109,514
|
)
|
|||||||||||
Operating
expenses:
|
||||||||||||||||
Selling,
general and administrative
|
144,644
|
139,176
|
427,849
|
283,190
|
||||||||||||
Depreciation
and amortization
|
3,935
|
4,563
|
8,160
|
9,127
|
||||||||||||
Recovery
of bad debt, net
|
(20,765
|
)
|
-
|
(401,743
|
)
|
-
|
||||||||||
Total
operating expenses
|
127,814
|
143,739
|
34,266
|
292,317
|
||||||||||||
Operating
income (loss)
|
329,172
|
(91,464
|
)
|
680,203
|
(401,831)
|
|||||||||||
Other
income (expense)
|
||||||||||||||||
Realized
exchange gain (loss)
|
4,135
|
-
|
(12,407
|
)
|
-
|
|||||||||||
Non-operating
bad debt
|
(87,221
|
)
|
-
|
(87,221
|
)
|
-
|
||||||||||
Interest
expense - related party
|
(1,504
|
)
|
(476
|
)
|
(667
|
)
|
(2,137
|
)
|
||||||||
Total
other income (expense)
|
(84,590
|
)
|
(476)
|
(100,295
|
)
|
(2,137)
|
||||||||||
Income
(loss) before income taxes and minority interests
|
244,582
|
(91,940
|
)
|
579,908
|
(403,968
|
)
|
||||||||||
Foreign
tax
|
69,870
|
8,045
|
77,658
|
8,565
|
||||||||||||
Income
(loss) before minority interest
|
174,712
|
(99,985)
|
502,250
|
(412,533
|
)
|
|||||||||||
Minority
interest in income of consolidated subsidiary
|
131,811
|
-
|
359,223
|
-
|
||||||||||||
Net
income (loss)
|
42,901
|
(99,985)
|
143,027
|
(412,533
|
)
|
|||||||||||
Other
comprehensive income:
|
||||||||||||||||
Foreign
currency translation adjustment
|
35,954
|
43,380
|
47,847
|
66,701
|
||||||||||||
Comprehensive
income (loss)
|
$
|
78,855
|
$
|
(56,605
|
)
|
$
|
190,874
|
$
|
(345,832)
|
|||||||
Earnings
(loss) per share:
|
||||||||||||||||
Basic
|
$
|
0.00
|
$
|
(0.03)
|
$
|
0.01
|
$
|
(0.14
|
)
|
|||||||
Diluted
|
$
|
0.00
|
$
|
(0.03)
|
$
|
0.00
|
$
|
(0.14
|
)
|
|||||||
Basic
weighted average shares outstanding
|
31,931,829
|
3,326,263
|
19,053,778
|
3,051,170
|
||||||||||||
Diluted
weighted average shares outstanding
|
47,635,943
|
3,326,263
|
34,596,664
|
3,051,170
|
CHINA
LOGISTICS GROUP, INC.
|
|||||||||||||||||||||||||||||||||||||||
AND
SUBSIDIARY
|
|||||||||||||||||||||||||||||||||||||||
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
|
|||||||||||||||||||||||||||||||||||||||
FOR
THE SIX MONTH PERIOD ENDED JUNE 30, 2008
(UNAUDITED)
|
|||||||||||||||||||||||||||||||||||||||
Accumulated
|
|||||||||||||||||||||||||||||||||||||||
Additional
|
Other
|
||||||||||||||||||||||||||||||||||||||
Preferred
A Stock
|
Preferred
B Stock
|
Common
Stock
|
Paid-In
|
Accumulated
|
Comprehensive
|
||||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Income/Loss
|
Total
|
||||||||||||||||||||||||||||||
Restated
|
Restated
|
Restated
|
Restated
|
Restated
|
Restated
|
Restated
|
Restated
|
Restated
|
Restated
|
||||||||||||||||||||||||||||||
Balance
December 31, 2007
|
1,000,000
|
$
|
1,000
|
1,295,000
|
$
|
1,295
|
4,999,350
|
$
|
4,999
|
$
|
(2,729,846
|
)
|
$
|
(385,402
|
)
|
$
|
(226,390
|
)
|
$
|
(3,334,344
|
)
|
||||||||||||||||||
Convertible
note payable to related party converted to capital
|
-
|
-
|
-
|
-
|
2,864,606
|
2,865
|
2,518,515
|
-
|
-
|
2,521,380
|
|||||||||||||||||||||||||||||
Conversion
of Series A Preferred to common stock
|
(1,000,000
|
)
|
(1,000
|
)
|
-
|
2,500,000
|
2,500
|
(1,500
|
)
|
-
|
-
|
-
|
|||||||||||||||||||||||||||
Conversion
of Series B Preferred to common stock
|
-
|
-
|
(845,000
|
)
|
(845
|
)
|
8,450,000
|
8,450
|
(7,605
|
)
|
-
|
-
|
-
|
||||||||||||||||||||||||||
Accrued
salary for president converted to stock
|
-
|
-
|
-
|
-
|
581,247
|
581
|
448,404
|
-
|
-
|
448,985
|
|||||||||||||||||||||||||||||
Private
placement
|
-
|
-
|
-
|
-
|
15,113,000
|
15,113
|
3,344,074
|
-
|
-
|
3,359,187
|
|||||||||||||||||||||||||||||
Foreign
currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
47,847
|
47,847
|
|||||||||||||||||||||||||||||
Net
income for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
143,027
|
-
|
143,027
|
|||||||||||||||||||||||||||||
Balance
June 30, 2008
|
-
|
$
|
-
|
450,000
|
$
|
450
|
34,508,203
|
$
|
34,508
|
$
|
3,572,042
|
$
|
(242,375
|
)
|
$
|
(178,543
|
)
|
$
|
3,186,082
|
Six Months Ended
|
||||||||
June 30,
|
June
30,
|
|||||||
2008
|
2007
|
|||||||
Cash
flows from operating activities:
|
Restated
|
|||||||
Net
income (loss)
|
$
|
143,027
|
$
|
(412,533
|
)
|
|||
Adjustments
to reconcile net income (loss) to net cash provided by operating
activities:
|
||||||||
Depreciation
and amortization
|
8,160
|
9,127
|
||||||
Minority
interest in income of consolidated subsidiary
|
359,223
|
-
|
||||||
Bad
debt recovery
|
(401,743
|
)
|
-
|
|||||
Amortization
of deferred cost
|
5,450
|
-
|
||||||
Change
in assets and liabilities
|
||||||||
Decrease
in accounts receivable
|
1,190,760
|
310,519
|
||||||
Decrease
in accounts receivable - related party
|
7,000
|
282,559
|
||||||
Increase
in inventories
|
-
|
(10,210)
|
||||||
(Increase)
in prepayments and other current assets
|
(639,239
|
)
|
(346,231)
|
|||||
Increase
(decrease) in accounts payable
|
(2,708,329
|
)
|
(95,284)
|
|||||
Increase in accrued consulting fee | 50,082 | - | ||||||
Increase
in advances from customers
|
926,775
|
-
|
||||||
Increase
in foreign tax payable
|
43,131
|
(2,911)
|
||||||
Decrease
in other accruals and other current liabilities
|
(251,871
|
)
|
134,792
|
|||||
Net
cash used in operating activities
|
(1,267,574
|
)
|
(130,172
|
)
|
||||
Cash
flows from investing activities:
|
||||||||
Purchases of property, plant and equipment
|
(5,824
|
)
|
(918
|
)
|
||||
Net
cash used in investing activities
|
(5,824
|
)
|
(918
|
)
|
||||
Cash
flows from financing activities:
|
||||||||
Proceeds from convertible note payable - related party
|
148,200
|
-
|
||||||
Proceeds from loans payable - shareholder
|
2,622
|
-
|
||||||
Proceeds from 2008 unit offering private placement
|
3,778,250
|
-
|
||||||
2008 unit offering expenses | (419,063 | ) | - | |||||
Repayment of short-term debt
|
(12,633
|
)
|
-
|
|||||
Net
cash provided by financing activities
|
3,497,376
|
-
|
||||||
Net
increase (decrease) in cash
|
2,223,978
|
(131,090
|
)
|
|||||
Foreign
currency translation adjustment
|
90,367
|
16,669
|
||||||
Cash
at beginning of year
|
1,121,605
|
822,908
|
||||||
Cash
at end of period
|
$
|
3,435,950
|
$
|
708,487
|
||||
Supplemental
disclosure of cash flow information:
|
||||||||
Cash paid during the period for foreign taxes
|
$
|
34,524
|
$
|
11,476
|
||||
Non-cash
movements affecting investing and financing transactions:
|
||||||||
Convertible note payable converted to common stock - related
party
|
$
|
2,521,380
|
$
|
--
|
||||
Accrued compensation converted to common stock - related
party
|
$
|
448,985
|
$
|
--
|
•
|
the
prior receipt of all regulatory approvals and licenses from the necessary
governmental agencies in China related to this acquisition,
and
|
•
|
the
receipt of two years of audited financial statements of Shandong Jiajia
together with the interim period for the nine months ended
September 30, 2007.
|
•
|
the
recognition of an agreement to issue 450,00 shares of Series B preferred
stock with a fair value of $3,780,000;
|
•
|
the
recognition of the Company's acquisition of a 51% interest in Shandong
Jiajia as a capital transaction implemented through reverse acquisition
accounting;
|
•
|
the
reclassification of costs totaling $10,418,000, initially incorrectly
classified as an expense, fair value of equity instruments, in the
consolidated statement of operations, to costs directly associated with
our acquisition of a 51% interest in Shandong
Jiajia;
|
•
|
the
correction of the accounting treatment accorded a convertible note payable
to a related party and principal stockholder, Mr. David
Aubel;
|
•
|
the
restatement of historical balance sheets and related disclosures to give
retroactive effect to a 1 for 40 reverse stock split completed on March
11, 2008;
|
•
|
adjust
the fair value of assets and liabilities of the accounting acquire
(formerly MediaReady, Inc.) recognized in connection with the acquisition
of a 51% interest in Shandong Jiajia accounted for as a capital
transaction implemented through a reverse
acquisition;
|
•
|
recognize
the accrual of certain professional fees, totaling $141,800 in expense,
which were erroneously omitted from previous
filings.
|
•
|
recognize
the fair value adjustment of assets and liabilities of MediaReady, Inc. as
of December 31, 2008;
|
•
|
correct
the classification of $401,743 in recovery of bad debt in the consolidated
statements of operations from a component of other income (expense) to a
component of operating income.
|
•
|
recognize
$87,221 in non-operating bad debt resulting from a cash advance made in
the second quarter of 2008, to a related party and significant
shareholder, Mr. David Aubel, subsequently deemed
uncollectable.
|
Adjustment
|
||||||||||
As
Filed
|
To
Restate
|
Restated
|
||||||||
Accounts
receivable – related party
|
$
|
160,350
|
$
|
(153,350
|
)
|
(a)
|
$
|
7,000
|
||
Deferred
expenses
|
5,450
|
(5,450
|
)
|
-
|
||||||
Prepaids
and other current assets
|
338,895
|
(10,830
|
)
|
328,065
|
||||||
Property
and equipment, net
|
46,622
|
(4,286
|
)
|
42,336
|
||||||
Deposits
|
12,000
|
(12,000
|
)
|
-
|
||||||
$
|
563,317
|
$
|
(185,916
|
)
|
$
|
377,401
|
||||
Accounts
payable
|
$
|
4,444,825
|
$
|
(835,940
|
)
|
(b)
|
$
|
3,608,885
|
||
Other
accruals and current liabilities
|
343,301
|
141,800
|
(c)
|
485,101
|
||||||
Minority
interest
|
670,510
|
(69,482
|
)
|
(d)
|
601,028
|
|||||
Additional
paid-in capital (deficit)
|
(3,379,049
|
)
|
649,203
|
(2,729,846)
|
||||||
Accumulated
deficit
|
(313,084
|
)
|
(72,318
|
)
|
(385,402)
|
|||||
$
|
1,766,503
|
$
|
(186,737
|
)
|
$
|
1,579,766
|
||||
(a)
|
Reflects
fair value adjustment to accounts receivable balance due from a single
customer subsequently deemed uncollectible.
|
(b)
|
Reflects
fair value adjustment including of $764,220 due to a single vendor,
formally forgiven in April 2008, and previously reported as a gain in the
second quarter 2008.
|
(c)
|
Reflects
recording of accrued professional fees at December 31, 2007 by Shandong
Jiajia.
|
(d)
|
Reflects
the effect on minority interest of $141,800 in professional fees
recognized by Shandong Jiajia.
|
Adjustment
|
||||||||||||
As
Filed
|
To
Restate
|
Restated
|
||||||||||
Other
accruals and current liabilities
|
$
|
343,301
|
$
|
141,800
|
$
|
485,101
|
||||||
Accumulated
deficit
|
$
|
(313,084
|
)
|
$
|
(141,800
|
)
|
$
|
(454,884
|
)
|
|||
Minority
interest component
|
69,482
|
69,482
|
||||||||||
$
|
(313,084
|
)
|
$
|
(72,318
|
)
|
$
|
(385,402
|
)
|
Adjustment
|
||||||||||||
As
Filed
|
To
Restate
|
Restated
|
||||||||||
Retained
earnings (deficit)
|
$
|
519,766
|
$
|
157,332
|
(a)
|
$
|
677,098
|
|||||
Depreciation
and amortization
|
4,286
|
(b)
|
4,286
|
|||||||||
Recovery
of bad debt, net
|
401,743
|
(c)
|
401,743
|
|||||||||
Recovery of bad debt, net | (401,743) | (c) | (401,743) | |||||||||
Forgiveness
of debt
|
(764,220)
|
(d)
|
(764,220)
|
|||||||||
Non-operating
bad debt
|
(87,221)
|
(e)
|
(87,221)
|
|||||||||
Adjustment at December 31, 2007
|
(72,318)
|
(f)
|
(72,318)
|
|||||||||
$
|
519,766
|
$
|
(762,141)
|
$
|
(242,375)
|
(a)
|
To
recognize reduction in bad debt expense initially recognized in the second
quarter of 2008, subsequently restated and recognized as part of the fair
value adjustments to the assets of the accounting acquiree at December 31,
2007.
|
(b)
|
To
record reduction in amortization of deferred costs and depreciation
expense initially recorded due to fair value adjustment of related assets
at December 31, 2007.
|
(c)
|
To
restate classification of the recovery of bad debt from other income
(expense) to operating expenses.
|
(d)
|
To
eliminate income from forgiveness of debt initially recognized in the
second quarter of 2008, subsequently restated and recognized as part of
the fair value adjustment of the accounting acquiree at December 31,
2007.
|
(e)
|
To
record $87,221 in non-operating bad debt resulting from a cash advance
made in the second quarter of 2008 to a significant share holder and
related party, Mr. David Aubel, subsequently deemed
uncollectable.
|
(f)
|
To
record adjustment at December 31, 2007, net of minority interest
component, as detailed above.
|
Adjustment
|
||||||||||||
As
Filed
|
To
Restate
|
Restated
|
||||||||||
Operating
expenses:
|
||||||||||||
Selling,
General and Administrative expenses
|
$
|
184,135
|
$
|
(39,491)
|
$
|
144,644
|
||||||
Depreciation
and Amortization
|
(2,472)
|
(b)
|
3,935
|
|||||||||
Recovery
of bad debt, net
|
6,407
|
(20,765)
|
(c)
|
(20,765)
|
||||||||
Total
operating expenses
|
$
|
190,542
|
$
|
(62,728)
|
$
|
127,814
|
||||||
Other
Income (expense)
|
||||||||||||
Realized
exchange gain (loss)
|
$
|
4,135
|
$
|
-
|
$
|
4,135
|
||||||
Forgiveness
of debt
|
764,220
|
(764,220)
|
(d)
|
-
|
||||||||
Recovery
of bad debt
|
20,765
|
(20,765)
|
(c)
|
-
|
||||||||
Non-operating
bad debt
|
(87,221)
|
(e)
|
(87,221)
|
|||||||||
Interest
expenses- related party
|
(1,504)
|
(1,504)
|
||||||||||
Total
other income (expense)
|
$
|
787,616
|
$
|
(872,206)
|
$
|
(84,590)
|
||||||
Earnings
Per Share:
|
||||||||||||
Basic
|
$
|
0.05
|
$
|
(0.05)
|
$
|
0.00
|
||||||
Diluted
|
$
|
0.02
|
$
|
(0.02)
|
$
|
0.00
|
||||||
Adjustment
|
|||||||||
As
Filed
|
To
Restate
|
Restated
|
|||||||
Operating
expenses:
|
|||||||||
Selling,
General and Administrative expenses
|
$
|
585,181
|
$
|
(157,332)
|
(a)
|
$
|
427,849
|
||
Depreciation
and Amortization
|
12,446
|
(4,286)
|
(b)
|
8,160
|
|||||
Recovery
of bad debt, net
|
-
|
(401,743)
|
(c)
|
(401,743)
|
|||||
Total
operating expenses
|
$
|
597,627
|
$
|
(563,361)
|
$
|
34,266
|
|||
Other
Income (expense)
|
|||||||||
Realized
exchange gain (loss)
|
$
|
(12,407)
|
$
|
-
|
$
|
(12,407)
|
|||
Forgiveness
of debt
|
764,220
|
(764,220)
|
(d)
|
_
|
|||||
Recovery
of bad debt
|
401,743
|
(401,743)
|
(c)
|
||||||
Non-operating
bad debt
|
_
|
(87,221)
|
(e)
|
(87,221)
|
|||||
Interest
expenses- related party
|
$
|
(667)
|
$
|
(667)
|
|||||
Total
other income (expense)
|
$
|
1,152,889
|
$
|
(1,253,184)
|
$
|
(100,295)
|
|||
Earnings
Per Share:
|
|||||||||
Basic
|
$
|
0.04
|
$
|
(0.03)
|
$
|
0.01
|
|||
Diluted
|
$
|
0.03
|
$
|
(0.03)
|
$
|
0.00
|
|||
(a)
|
To
recognize reduction in bad debt expense initially recognized in the second
quarter of 2008, subsequently restated as part of the fair value
adjustments to the assets of the accounting acquiree at December 31,
2007.
|
(b)
|
To
record reduction in amortization of deferred costs and depreciation
expense initially recorded due to fair value adjustment of related assets
at December 31, 2007.
|
(c)
|
To
restate classification of the recovery of bad debt from other income
(expense) to operating expenses.
|
(d)
|
To
eliminate income from forgiveness of debt initially recognized in the
second quarter of 2008, subsequently restated and recognized as part of
the fair value adjustment of the accounting acquiree at December 31,
2007.
|
(e)
|
To
record $87,221 in non-operating bad debt resulting from a cash advance
made in the second quarter of 2008 to a significant share holder and
related party, Mr. David Aubel, subsequently deemed
uncollectable.
|
•
|
When
merchandise departs the shipper's location when the trade pricing terms
are CIF (cost, insurance and freight),
|
•
|
When
merchandise departs the shipper's location when the trade pricing terms
are C&F (cost and freight), or
|
•
|
When
the merchandise arrives at the destination port if the trade pricing terms
are FOB (free on board)
destination.
|
June
30,
|
||||||||
2008
|
2007
|
|||||||
June
30, 2008 and 2007 RMB : U.S. Dollar exchange
rate
|
6.8718
|
7.7409
|
||||||
Average RMB
: U.S. Dollar exchange rate
|
7.0726
|
7.7714
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
June
30,
|
June
30,
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
Numerator:
|
Restated
|
Restated
|
||||||||||||||
Net
income (loss) applicable to common stockholders (A)
|
$
|
42,901
|
$
|
(99,985)
|
$
|
143,027
|
$
|
(412,533)
|
||||||||
Denominators:
|
||||||||||||||||
Denominator
for basic earnings per share
|
||||||||||||||||
Weighted
average shares outstanding (B)
|
31,931,829
|
3,326,263
|
19,053,778
|
3,051,170
|
||||||||||||
Denominator
for diluted earnings per share
|
||||||||||||||||
Treasury
Stock Method
|
||||||||||||||||
Options
|
1,182,116
|
-
|
568,387
|
-
|
||||||||||||
Warrants
|
10,021,998
|
-
|
5,300,323
|
-
|
||||||||||||
Series
B Preferred - unconverted
|
4,500,000
|
-
|
4,500,000
|
-
|
||||||||||||
Series
A and B Preferred
|
-
|
-
|
5,174,176
|
-
|
||||||||||||
15,704,114
|
-
|
15,542,886
|
-
|
|||||||||||||
Denominator
for diluted
|
||||||||||||||||
earnings
per share-
|
||||||||||||||||
adjusted
weighted average shares outstanding (C)
|
47,635,943
|
3,326,263
|
34,596,664
|
3,051,170
|
||||||||||||
Basic
and Diluted Earnings Per Common Share:
|
||||||||||||||||
Earnings
per share- basic (A)/(B)
|
$
|
0.00
|
$
|
(0.03)
|
$
|
0.01
|
$
|
(0.14
|
)
|
|||||||
Earnings
per share- diluted (A)/(C)
|
$
|
0.00
|
$
|
(0.03)
|
$
|
0.00
|
$
|
(0.14
|
)
|
•
|
For
the first and second quarters of 2005 at $0.01 per share;
|
•
|
For
the third quarter 2005 at 20% of the closing price on the date of
conversion; and
|
•
|
For
the fourth quarter 2005 and beyond at 40% of the closing price on the date
of conversion.
|
Funds
|
Intrinsic
|
|||||||
Year
|
Advanced
|
Value
|
||||||
2005
|
$
|
160,000
|
$
|
240,000
|
||||
2006
|
1,730,168
|
2,595,251
|
||||||
2007
|
874,164
|
1,311,246
|
||||||
2008
|
148,200
|
222,300
|
||||||
$
|
2,912,532
|
$
|
4,368,797
|
Year
|
Number
of Shares Converted
|
Amount
of Note Reduction
|
Intrinsic
Value
|
|||||||||
2005
|
802,500
|
$
|
698,000
|
$
|
14,829,000
|
|||||||
2006
|
592,500
|
1,445,000
|
2,319,000
|
|||||||||
2007
|
1,795,000
|
1,751,720
|
2,821,280
|
|||||||||
2008
|
2,864,606
|
2,521,380
|
(659,432
|
)
|
||||||||
Total
|
6,054,606
|
$
|
6,416,100
|
$
|
19,309,848
|
•
|
issue
additional shares to the purchasers to take into account the amount paid
by the purchaser as of the closing date for the shares included in the
units so that the per share price paid by the purchaser equals the lower
price in the subsequent issuance,
|
•
|
reduce
the warrant exercise price of any unexercised warrants then held by the
purchaser to such lower price, and
|
•
|
if
necessary, issue additional shares to purchaser to take into account the
amount paid, whether in cash or by cashless exercise, by the purchaser if
the purchaser has exercised any warrants so that the per share exercise
price and to the exercise price for the exercised warrants equals the
lower price of the subsequent
issuance.
|
•
|
strategic
license agreements or similar partnering arrangements provided that the
issuances are not for the purpose of raising capital and there are no
registration rights granted,
|
•
|
strategic
mergers, acquisitions or consolidation or purchase of substantially all of
the securities or assets of a corporation or other entity provided that we
do not grant the holders of such securities registration rights,
and
|
•
|
the
issuance of common stock or options pursuant to stock option plans and
employee purchase plans at exercise prices equal to or higher than the
closing price of our common stock on the issue/grant date or as a result
of the exercise of warrants issued either in the unit offering or which
were outstanding prior to the unit
offering.
|
•
|
until
the earlier of the registration statement having been effective for 240
days or the date on which all the shares of common stock sold in the
offering, including the shares underlying the warrants, have been sold we
will not file any additional registration statements, other than a Form
S-8, and
|
•
|
until
the earlier of two years from the closing date or the date on which all
shares of common stock sold in the offering, including the shares
underlying the warrants, have been sold or transferred we agreed we would
not:
|
•
|
amend
our articles of incorporation or bylaws so as to adversely affect the
rights of the investors,
|
•
|
repurchase
or otherwise acquire any of our securities or make any dividends or
distributions of our securities, or
|
•
|
prepay
any financing related or other outstanding debt
obligations.
|
Shares
|
||||
Settlement
of obligation to former President and CEO
|
581,247
|
|||
Settlement
(conversion) of note payable to principal shareholder
|
2,864,606
|
|||
Conversion
1,000,000 shares of Series A convertible preferred stock
|
2,500,000
|
|||
Conversion
of 845,000 shares of Series B convertible preferred stock
|
8,450,000
|
|||
2008
Unit offering
|
15,113,000
|
|||
29,508,853
|
Shares
Underlying options
|
Weighted
Average Exercise Price
|
Weighted
Average Contractual Term (years)
|
Aggregate
Intrinsic Value
|
|||||||||||||
Outstanding
at December 31, 2007
|
2,000,000 *
|
$
|
0.30
|
2.5
|
$
|
400,000
|
||||||||||
Granted
|
-
|
-
|
||||||||||||||
Exercised
|
-
|
-
|
||||||||||||||
Outstanding
at June 30, 2008
|
2,000,000
|
$
|
0.30
|
2.5
|
$
|
400,000
|
Shares
Underlying
Warrants
|
Weighted Average
Exercise Price
|
|||||||
Outstanding
at December 31, 2007 (1)
|
117,500
|
$
|
9.69
|
|||||
Granted
(2)
|
31,558,500
|
0.42
|
||||||
Exercised
|
—
|
—
|
||||||
Outstanding
at June 30, 2008
|
31,676,000
|
$
|
0.46
|
(1)
|
Includes
110,000 common share purchase warrants, with a fair value of $396,000
expensed in 2006, issued to Trilogy Partners, Inc. for marketing and
public relations services which expire May 31, 2009.
|
(2)
|
Issued
in connection with our 2008 Unit Offering completed in April,
2008.
|
Revenues
|
Assets
|
|||||||
|
Restated | |||||||
United
States
|
$
|
—
|
$
|
558,745
|
||||
People's
Republic of China
|
14,792,200
|
6,680,959
|
||||||
$
|
14,792,200
|
$
|
7,239,704
|
•
|
the
prior receipt of all regulatory approvals and licenses from the necessary
governmental agencies in China related to this acquisition,
and
|
•
|
the
receipt of two years of audited financial statements of Shandong Jiajia
together with the interim period for the nine months ended
September 30, 2007.
|
Six
months ended June 30, 2008
|
Six
months ended June 30, 2007
|
$
Change
|
%
Change
|
|||||||||||||
Restated
|
||||||||||||||||
Net
Revenues
|
$
|
14,792,200
|
$
|
13,793,670
|
$
|
998,530
|
7
|
%
|
||||||||
Cost
of Sales
|
14,077,731
|
13,903,184
|
174,547
|
1
|
%
|
|||||||||||
Gross
Profit (Loss)
|
714,469
|
(109,514
|
)
|
823,983
|
752
|
%
|
||||||||||
Total
Operating Expenses
|
34,266
|
292,317
|
(258,051
|
)
|
(88
|
%)
|
||||||||||
Income
(Loss) from Operations
|
680,203
|
(401,831
|
)
|
1,082,034
|
269
|
%
|
||||||||||
Total
Other Income (Expense)
|
(100,295
|
)
|
(2,137
|
)
|
102,432
|
N/M
|
||||||||||
Net
Income (Loss)
|
$
|
143,027
|
$
|
(412,533
|
)
|
$
|
555,560
|
(135
|
%) |
Three
months ended June 30, 2008
|
Three
months ended June 30, 2007
|
$
Change
|
%
Change
|
|||||||||||||
Restated
|
||||||||||||||||
Net
Revenues
|
$
|
8,018,987
|
$
|
7,575,454
|
$
|
443,533
|
6
|
%
|
||||||||
Cost
of Sales
|
7,562,001
|
7,523,179
|
38,822
|
1
|
%
|
|||||||||||
Gross
Profit
|
456,986
|
52,275
|
404,711
|
774
|
%
|
|||||||||||
Total
Operating Expenses
|
127,814
|
143,739
|
(15,925
|
)
|
(11
|
%)
|
||||||||||
Income
(Loss) from Operations
|
329,172
|
(91,464
|
)
|
420,636
|
459
|
%
|
||||||||||
Total
Other Income (Expense)
|
(84,590
|
)
|
(476
|
)
|
(84,114
|
)
|
N/M
|
|||||||||
Net
Income (Loss)
|
$
|
42,901
|
$
|
(99,985
|
)
|
$
|
142,886
|
142
|
%
|
Six
months ended June 30, 2008
|
Six
months ended June 30, 2007
|
|||||||
Restated
|
||||||||
Other
Key Indicators:
|
||||||||
Cost
of Sales as a percentage of Revenues
|
95 | % | 101 | % | ||||
Gross
Profit Margin
|
5 | % | (1 | %) | ||||
Total
Operating Expenses as a percentage of Revenues
|
0 | % | 2 | % |
Three
months ended June 30, 2008
|
Three
months ended June 30, 2007
|
|||||||
Restated
|
||||||||
Other
Key Indicators:
|
||||||||
Cost
of Sales as a percentage of Revenues
|
94%
|
99%
|
||||||
Gross
Profit Margin
|
6%
|
1%
|
||||||
Total
Operating Expenses as a percentage of Revenues
|
2%
|
2%
|
June
30, 2008
|
December 31,
2007
|
|||||||||||||||
United
States
|
$
|
553,307
|
16
%
|
$
|
215
|
--
%
|
||||||||||
China
|
2,882,643
|
84
%
|
1,121,390
|
100%
|
||||||||||||
$
|
3,435,950
|
100
%
|
$
|
1,121,605
|
100
%
|
•
|
When
the merchandise departs the shipper's destination if the trade pricing
term is on a CIF (cost, insurance and freight) or C&F (cost and
freight) basis, or
|
•
|
When
the merchandise arrives at the destination port if the trade pricing term
is on a FOB (free on board) basis.
|
•
|
the
loss of the services of any of our executive officers or the loss of
services of any of our key persons responsible for the management, sales,
marketing and operations efforts of our subsidiary;
|
•
|
our
ability to successfully transition the internal operations of companies
which we acquired in the PRC from their prior status as privately held
Chinese companies to their current status as subsidiaries of a
publicly-held U.S. company;
|
•
|
our
acquisition efforts in the future may result in significant dilution to
existing holders of our securities;
|
•
|
liabilities
related to prior acquisitions,
|
•
|
continuing
material weaknesses in our disclosure controls and procedures and internal
control over financial reporting which may lead to additional restatements
of our financial statements,
|
•
|
difficulties
in raising capital in the future as a result of the terms of our April
2008 financing;
|
•
|
our
ability to effectively integrate our acquisitions and manage our
growth;
|
•
|
the
lack of various legal protections customary in certain agreements to which
we are party and which are material to our operations which are
customarily contained in similar contracts prepared in the United
States;
|
•
|
our
dependence upon advisory services provided by a U.S. company due to our
management's location in the PRC;
|
•
|
intense
competition in the freight forwarding and logistics
industries;
|
•
|
the
impact of economic downturn in the PRC on our revenues from our operations
in the PRC;
|
•
|
our
lack of significant financial reporting experience, which may lead to
delays in filing required reports with the Securities and Exchange
Commission and suspension of quotation of our securities on the OTCBB,
which will make it more difficult for you to sell your
securities;
|
•
|
the
impact of changes in the political and economic policies and reforms of
the Chinese government; fluctuations in the exchange rate between the U.S.
dollars and Chinese Renminbi;
|
•
|
the
limitation on our ability to receive and use our revenue effectively as a
result of restrictions on currency exchange in China;
|
•
|
the
impact of changes to the tax structure in the PRC;
|
•
|
our
inability to enforce our legal rights in China due to policies regarding
the regulation of foreign investments; and
|
•
|
the
existence of extended payment terms which are customary in China;
uncertainties related to PRC regulations relating to acquisitions of PRC
companies by foreign entities that could restrict or limit our ability to
operate, and could negatively affect our acquisition
strategy.
|
No.
|
Description
|
4.3
|
Form
of warrant (incorporated herein by reference to Exhibit 4.3 filed as
a part of the Company’s Form 8-K filed with the Commission on April 24,
2008 (Commission File No. 000-31497)).
|
10.13
|
Form
of Subscription Agreement (incorporated herein by reference to Exhibit
10.11 filed as a part of the Company’s Form 8-K filed with the Commission
on April 24, 2008 (Commission File No. 000-31497)).
|
10.14
|
Conversion
Agreement effective as of March 20, 2008 between China Logistics Group,
Inc. and David Aubel. (Incorporated herin by reference to Exhibit 10.14
filed as part of the Company's Form 10-Q filed with the Securities and
Exchange Commission on December 22, 2008, Commission File No.
000-31497)
|
10.15
|
Conversion
Agreement effective as of March 20, 2008 between China Logistics Group,
Inc. and V. Jeffrey Harrell. (Incorporated herin by reference to
Exhibit 10.14 filed as part of the Company's Form 10-Q filed with the
Securities and Exchange Commission on December 22, 2008, Commission File
No. 000-31497)
|
10.16
|
Lease
Agreement between Shandong Jiajia International Freight & Forwarding
Co., Ltd and Mr. Wei Chen dated June 1, 2008. (Incorporated herein by
reference to Exhibit 10.16 filed as part of the Company's Form 10-Q/A
(Amendment No. 1) filed with the Securities and Exchange Commission on
January 12, 2009, Commission File No. 000-31497)
|
31.1
|
Rule
13a-14(a)/ 15d-14(a) Certification of Chief Executive
Officer**
|
31.2
|
Rule
13a-14(a)/ 15d-14(a) Certification of principal financial and accounting
officer**
|
32.1
|
Section
1350 Certification of Chief Executive Officer and principal financial and
accounting officer**
|
CHINA
LOGISTICS GROUP, INC.
|
||
|
||
By:
|
/s/
Wei Chen
|
|
Wei
Chen
|
||
Chief
Executive Officer, principal executive officer, principal financial and
accounting officer
|