UNITED STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C.  20549
 
 (Mark
One)
 Form
10-K
 
 [√]
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For
      the Fiscal year ended December 31,
2009
 or
 [
      ]
              TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For
      the transition period from __________________ to
      __________________________Commission
      file number: 0-31497
 
 CHINA LOGISTICS GROUP,
      INC.(Exact
      name of registrant as specified in its
charter)
 
 Florida
              65-1001686(State
      or other jurisdiction of incorporation or organization)
              (I.R.S.
      Employer Identification No.)
 
 23F. Gutai Beach Building No.
      969, Zhongshan Road (South), Shanghai,
      China
              200011(Address
      of principal executive offices)
              (Zip
      Code)
 
 Registrant's
      telephone number, including area code:
              86-21-63355100
 
 Securities
registered under Section 12(b) of the Act:
 
 Title
      of each class
              Name
      of each exchange on which registeredNone
              Not
      applicable
 
 Securities
registered under Section 12(g) of the Act:
 
 Common
      Stock(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 [X] No
 
 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 [X] No
 
 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 [ ]
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes [ ]  No [
]
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company:
 
 Large
      accelerated filer
              [
      ]
              Accelerated
      filer
              [
      ]Non-accelerated
      filer
                (Do
      not check if smaller reporting company)
              [
      ]
              Smaller
      reporting company
              [X]
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act)  Yes [ ] No [X]
 
 State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked prices of such common equity, as of the last
business day of the registrant's most recently completed second fiscal quarter.
$1,999,656 on June 30, 2009.
 
 Indicated
the number of shares outstanding of each of the registrant's classes of common
stock, as of the latest practicable date:  39,508,203 shares of common
stock are issued and outstanding as of April 14, 2010.
 
 DOCUMENTS
INCORPORATED BY REFERENCE
 
 List
hereunder the following documents if incorporated by reference and the Part of
the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: None.
  
  
 TABLE
OF CONTENTS
 
 Page
      No.Part
      IItem
      1.
              Business.
              1Item
      1A.
              Risk
      Factors
              7Item
      1B.
              Unresolved
      Staff Comments.
              13Item
      2.
              Properties.
              14Item
      3.
              Legal
      Proceedings.
              15Item
      4.
              (Removed
      and Reserved)
              16Part
      IIItem
      5.
              Stockholder
      Market for Registrant's Common Equity, Related Stockholder Matters and
      Issuer Purchases of Equity Securities.
              16Item
      6.
              Selected
      Financial Data.
              17Item
      7.
              Management's
      Discussion and Analysis of Financial Condition and Results of
      Operation.
              17Item
      7A.
              Quantative
      and Qualitative Disclosures About Market Risk.
              23Item
      8.
              Financial
      Statements and Supplementary Data.
              23Item
      9.
              Changes
      In and Disagreements With Accountants on Accounting and Financial
      Disclosure.
              23Item
      9A.(T)
              Controls
      and Procedures.
              23Item
      9B.
              Other
      Information.
              25Part
      IIIItem
      10.
              Directors,
      Executive Officers and Corporate Governance.
              25Item
      11.
              Executive
      Compensation.
              27Item
      12.
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
              28Item
      13.
              Certain
      Relationships and Related Transactions, and Director
      Independence.
              29Item
      14.
              Principal
      Accountant Fees and Services.
              30Part
      IVItem
      15.
              Exhibits,
      Financial Statement Schedules.
              30
 
 CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
 
 Various
statements in this report contain or may contain forward-looking statements that
are subject to known and unknown risks, uncertainties and other factors which
may cause actual results, performance or achievements to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. These forward-looking statements were based on
various factors and were derived utilizing numerous assumptions and other
factors that could cause our actual results to differ materially from those in
the forward-looking statements. These factors include, but are not limited
to:
 
 •
              
              our
      ability to continue as a going concern;•
              
              risks
      from Securities and Exchange Commission litigation;•
              
              risks
      from liquidated damages related to warrants sold in our 2008 Unit
      Offering;•
              
              the
      loss of the services of any of our executive officers or the loss of
      services of any of our employees responsible for the management, sales,
      marketing and operations efforts of our subsidiaries;•
              
              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,•
              
              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;•
              
              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;
 
  - i
-
  •
              
              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;•
              
              our
      ability to maintain an effective system of internal control over financial
      reporting.•
              
              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
 
 Most of
these factors are difficult to predict accurately and are generally beyond our
control. You should consider the areas of risk described in connection with any
forward-looking statements that may be made herein. Readers are cautioned not to
place undue reliance on these forward-looking statements and readers should
carefully review this report in its entirety, including the risks described in
Item 1.A. Risk Factors. Except for our ongoing obligations to disclose material
information under the Federal securities laws, we undertake no obligation to
release publicly any revisions to any forward-looking statements, to report
events or to report the occurrence of unanticipated events. These
forward-looking statements speak only as of the date of this report, and you
should not rely on these statements without also considering the risks and
uncertainties associated with these statements and our business.
 
 OTHER
PERTINENT INFORMATION
 
 We
maintain our web site at www. chinalogisticsinc.com. Information on this web
site is not a part of this annual report . All share and per share information
contained in this annual report gives retroactive effect to the 1:40 reverse
stock split of our outstanding common stock which was effective on March 11,
2008.
 
 Unless
specifically set forth to the contrary, when used in this Form 10-K the terms
“China Logistics", "we", "us", "our", the "Company", and similar terms refer to
China Logistics Group, Inc., a Florida corporation formerly known as MediaReady,
Inc., and its subsidiaries.
 - ii
-
 PART
I
 
 ITEM
1.                      BUSINESS.
 
 Overview
 
 Our
subsidiary, Shandong Jiajia, was established in November 1999 and acts as an
agent for international freight and shipping companies. Through this subsidiary,
we sell cargo space and arrange international transportation via land, maritime,
and air routes primarily for clients seeking to export goods from China. We are
a non-asset based freight forwarder and we do not own any containers, trucks,
aircraft or ships. We contract with companies owning these assets to provide
transportation services required for shipping freight on behalf of our
customers.
 
 Shandong
Jiajia’s headquarters are in Qingdao, China, and it has branches in Shanghai,
Tianjin, Xiamen, and  Lianyungang.  We coordinate with
agents in North America, Europe, Australia, Asia, and
Africa.  Approximately 60% of our revenues are generated from
existing, repeat customers with the remaining 40% generated from new
customers.  About half of our sales generated from new customers are
derived from our own sales force and the other half is derived from third party
agent referrals.
 
 Prior to
our acquisition of Shandong Jiajia, our historical business model from 2003 to
2007 was to provide products and services in the home entertainment
media-on-demand marketplace to produce and distribute interactive consumer
electronics equipment to provide streaming digital media and video on demand
(VOD) services. While we devoted significant time and resources to the
development of our business model, we were not successful due in part to the
significant competition in our target segment. Like many small public companies,
we encountered significant difficulties in raising adequate capital and the
professional fees associated with our reporting obligations under Federal
securities laws continued to increase.
 
 On
December 31, 2007 we entered into a transaction with the owners of Shandong
Jiajia, whereby we acquired a 51% interest in that entity in exchange for a
combination of cash and equity.  For accounting purposes, the
transaction, which is described in greater detail later in this section under
“History of our Company”, was treated as a reverse acquisition with Shandong
Jiajia being the accounting acquirer and our company the legal
survivor.  Shandong Jiajia’s operations now constitute all the
operations of our company.  The decision to enter into the transaction
with Shandong Jiajia was heavily influenced on its geographic
location.  Our management believed a freight forwarder based in China
would be in a position to take advantage of economic growth while our status as
a U.S. public company could provide access to the capital markets for investment
capital to expand its operations and enable it to compete more
effectively.  There are no assurances, however, that these assumptions
will prove correct.
 - 1
-
 Securities
and Exchange Commission Litigation
 
 As
described later in this report under Item 3. Legal Proceedings, on September 24,
2008, the Securities and Exchange Commission filed a civil complaint against Mr.
V. Jeffrey Harrell, our former CEO and principal and financial accounting
officer, Mr. David Aubel, previously our largest shareholder and formerly a
consultant to us, and our company based upon the alleged improper conduct of
Messrs. Harrell and Aubel that occurred at various times between in or about
April 2003 and September 2006.
 
 We
cooperated with the Securities and Exchange Commission in this lawsuit and while
current management assumed control of us following the events that gave rise to
the lawsuit, we entered into a consent to the entry of a Permanent Injunction
and Other Relief to resolve the liability aspects of the complaint in February
2009.  The injunction also provides that the Court will determine
whether it is appropriate to order disgorgement and, if so, the amount of the
disgorgement.  On October 19, 2009, the Court in this case entered a
Default Judgment of Permanent Injunction and Other Relief against Mr.
Aubel.  On February 24, 2010 the Securities and Exchange Commission
filed a motion and memorandum of law to set disgorgement and civil penalty
amounts as to our company and Messrs. Harrell and Aubel.  The SEC
filed a motion seeking disgorgement and prejudgment interest from us of
$1,078,489.77.  The SEC’s motion also seeks disgorgement and
prejudgment interest from Mr. Aubel of $6,012,244.30 and civil penalties of
$130,000 against Mr. Harrell and $250,000 against Mr. Aubel. We have objected to
the SEC’s motion as to disgorgement against us.  We have filed a
memorandum of law in opposition to the SEC's motion and the Court will conduct
an evidentiary hearing on May 20, 2010 on the SEC’s motion to set
disgorgement.  Our financial statements contained in this report do
not include any reserve for this potential expense and an adverse finding
against our company could materially impact our ability to continue our
operations as they are presently conducted.
 
 The
Chinese Freight Forwarding Industry
 
 In China,
the freight forwarding industry began to develop in the early 1980s following
the China Reform policy. In 1983, Sinotrans Ltd. was the only international
freight forwarder registered with the China Ministry of Foreign Trade and
Economic Cooperation. By 2006, China had approximately 6,000 international
freight forwarders registered with China Ministry of Commerce and approximately
30,000 unregistered freight forwarders operated by individuals or small
businesses. The industry boom is attributed to increasing international trade
and relaxed regulation by the Chinese government.
 
 In 2009,
China overtook Germany as the world’s top exporter after December exports jumped
18% percent for the first increase in the preceding 14 months1.  According to the China Ministry of
Commerce, China’s total import and export volume from January through December
2009 amounted to $2.2 trillion, of which $1.2 trillion was imported goods and
$1.0 trillion was exported goods2.
 
 1http://www.msnbc.msn.com/id/34788997/
 2http://english.mofcom.gov.cn/aarticle/statistic/ie/201002/20100206776296.html
  - 2
-
 
 Our
services
 
 The
typical freight forwarding service package provided by Shandong Jiajia includes
goods reception, space reservation, transit shipment, consolidate traffic,
storage, multimodal transport and large scale transport such as export of large
mechanical equipment. We provide freight forwarding services for a wide variety
of merchandise and we have experience in handling various types of freight such
as refrigerated merchandise, hazardous merchandise and perishable agricultural
products.
 
 To
accommodate our customers shipping needs, we can either facilitate the shipment
of a full container or, if the shipment is less than a full container-load, we
will co-load a customer's merchandise with other customers or freight forwarders
to create a full container. Containers are in sizes of either 20 foot or 40
foot, each are used for ocean freight, and a 20 foot container can carry 17.5
metric tons of merchandise while a 40 foot container can carry 22 metric tons of
merchandise. For full container loads, as part of its normal services we will
deliver the empty container to a customer’s factory and the customer loads the
merchandise. We then transport the container to the port of departure for
customs clearance. Once the clearance is obtained, we load the containers on to
the ship and issues the bill of lading and service invoice to our
customer.
 
 For
shipment of less than full container loads merchandise which will be co-loaded
with merchandise from other customers or freight forwarders, our customers may
either request that the merchandise be picked up at its factory or deliver the
merchandise directly to a warehouse in Shanghai. Upon receipt at the warehouse,
we will store the merchandise until a sufficient quantity of other merchandise
is received to fill the particular container. Generally, the merchandise is in
storage for 30 days or less. An unrelated third party owns the warehouse and we
pay for space on an as-used basis depending upon the size, quantity and
duration. The cost is included in the amount charged the customer for the
shipment. Thereafter, the procedure for completing the shipment is similar to
that which is described above for full container load shipments from a
customer.
 
 We do not
insure our customer’s merchandise while it is in our possession. As part of our
normal and customary terms we require our customers to purchase insurance
coverage.
 
 Typically
payment is delineated in the initial order. We will either collect payment for
our services from:
 
 •
              
              the
      shipper when the merchandise departs if the trade pricing term is on a CIF
      (cost, insurance and freight) or CFR (cost and freight) basis,
      or•
              
              from
      the recipient when merchandise arrives at destination port if the trade
      pricing term is on a FOB (free on board)
basis.
 
 We are a designated agent
of cargo carriers including Nippon Yusen Kaisha (NYK Line), P&O Nedlloyd,
CMA CGM Group, Safmarine Container Lines, Regional Container Lines (RCL), and
Compaснa Sud Americana de Vapores (CSAV).  We are also a member in
the China Cargo Alliance (CCA), an independent network of air and sea
freight forwarders serving international trade of China. Currently CCA has 120
members including 80 overseas forwarders operating in 53 countries and 40
Chinese forwarders. In this alliance, all members are free to trade their
services with peer members. Overseas agents forward orders to us for the
services of handling and/or space purchase. If agents only request procedural
handling, we usually charge $30 to $40 per order for service fee.
 
 We
generally receive 30 days terms from the airlines and shipping lines with which
we transact business. For the shipping lines to North America, we enter into
annual sales contracts with various shipping companies in order to ensure a
sufficient amount of shipping and air cargo space is available at pre-determined
prices. In these contracts, we are assigned a certain amount of cargo space but
we are not required to either pre-purchase the cargo space or otherwise required
to provide a deposit. The number of available spaces is determined based on
negotiation between Shandong Jiajia and the shipping company. If we do not
re-sell the cargo space, we would be required to pay a penalty, which is
approximately $400 per container.  We usually reserve a relatively
small amount of cargo space in order to avoid overbooking. Because of the
long-term relationships with the various shipping companies we use, Shandong
Jiajia, however, has never experienced any difficulties in obtaining sufficient
cargo space to meet our customer’s needs.
 
 We are
committed to providing competitive pricing and efficient, reliable service to
our customers. We believe that we have good relationships with our customers,
major airlines, shipping lines and our network of overseas agents. Our sales
persons are responsible for marketing our services to a diversified customer
base and for establishing new customer relationships. We employ 25 full time
sales persons.  These sales persons solicit business through a variety
of means including personal visits, sales calls, and faxes.  Our
customers sign annual or project-based contracts with us and the terms of the
contract determine the merchandise, price, and delivery instructions. Sales
persons are compensated with base salary and earn a sales commission based on
net profit generated in excess of predetermined benchmarks. Sales persons are
required to meet monthly profit benchmarks established by us, and the base
salaries, profit benchmarks, and commission percentages paid to the sales
persons vary across the our branches.
  - 3
-
 
 Customers,
transaction currencies and credit terms
 
 We
generate revenues through sales to existing customers as well as new customers.
Existing customers initiate historically approximately 60% of our revenues, 20%
are to new customers generated by our sales persons, and the remaining 20% are
referrals from third party agents. The focus of products
shipped by our customers varies across the branches. In the Qingdao area, the
major export is agricultural products to Australian-Zelanian line and Southeast
Asia line. Clothing and electronics products to Europe and U.S. are the focus of
Shanghai branch and the Xiamen branch carries daily merchandise and hardware
products to Europe and Africa. The rate we charge our customers fluctuates with
market prices. We may elect to lower the rates on the occasions that a
particular order involves a large quantity of freight, the customers has a good
credit rating, and/or the customer has a record of prompt payment.
 
 We do not
require a deposit to engage our services. Sales of our freight forwarding
services are generally made on credit. Fees are denominated in RMB, the
functional currency of the PRC, and shipping costs charged by the various
shipping companies are denominated in U.S. dollars. Historically, our existing
customers generally settle their accounts receivable within 30 days after they
receive a commercial invoice. In the pricing terms of CIF and CFR, new customers
are required to make the payment in order to obtain one original copy of bill of
lading from us. The customer submits the bill of lading to the bank to settle
the foreign exchange in its account. In FOB pricing term, we issue a delivery
order to our agent at the port of destination.
 
 Competition
 
 We are
one of approximately 6,000 registered cargo companies in China. Only registered
companies can purchase cargo space and establish foreign currency accounts.
There are also an estimated 30,000 unregistered forwarding companies and
individual agents. These smaller competitors generally do not have the financial
wherewithal to meet the minimum registered capital requirements to permit the
formation as an independent international freight forwarding company. The
industry is dominated by a few state-owned companies. Our primary competitors
are state owned Tianjin Zhenhua Logistics Group Co., Ltd., foreign joint
ventures Qingdao Ocean & Great Asia Transportation Co., Ltd., and Air Sea
Transport, Inc. These competitors each have developed a service network
nationwide and internationally and have proprietary warehouses and
transportation departments.
 
 While the
requirement to register as a cargo company to obtain a business license in China
was amended in 2004 to provide that approval from the Ministry of Commerce is no
longer necessary, we believe our ability to market our company as a registered
cargo company provides various competitive advantages. We have been operating
since 1999 and we believe that our experience is a competitive advantage and
serves as a benefit to exporters as well to shipping agencies seeking to sell
cargo space.  We have developed stable shipping volume since 1999,
which allows us to make a commitment to shipping agencies for cargo space, which
in turn permits us to receive advantageous pricing.
 
 A
significant number of our competitors have more capital, longer operating
histories, greater brand recognition, larger customer bases and significantly
greater financial and marketing resources than we do. These competitors may also
offer a more comprehensive package of freight forwarding services than Shandong
Jiajia does, or may provide value added services such as customs brokerage, and
distribution. For these and other reasons, our competitors' services may achieve
greater acceptance in the marketplace than our company, limiting our ability to
gain market share and customer loyalty and increase our revenues.
 
 Government
Regulation
 
 We are
required to comply with the Customs Law established by the People's Republic of
China, which establishes regulations related to import/export of merchandise
from or to China. The regulations define the criteria for the supervision of the
transport of merchandise to and from China.
 
 Previously,
each year we were required to pass an annual inspection by the local government
agency of foreign trade and commerce to maintain the qualification. Effective
April 1, 2005 an annual inspection is no longer required for approval and an
international freight forwarding company, such as Shandong Jiajia, is only
required to file an annual renewal form with the local government agency of
foreign trade and commerce. We completed the record registration in April
2009.
 
 We are
subject to the United States Foreign Corrupt Practices Act, which generally
prohibits United States companies from engaging in bribery or other prohibited
payments to foreign officials for the purpose of obtaining or retaining
business. Corruption, extortion, bribery, pay-offs, theft and other fraudulent
practices occur from time-to-time in the PRC. We can make no assurance, however,
that our employees or other agents will not engage in such conduct for which we
might be held responsible. If our employees or other agents are found to have
engaged in such practices, we could suffer severe penalties and other
consequences that may have a material adverse effect on our business, financial
condition and results of operations and could cause our company to cease
operations.
  - 4
-
 
 Employees
 
 As of
April 10, 2010 we had 118 full-time, salaried employees who are all located in
China.  Our employees are organized into a union under the labor laws
of China and receive labor insurance.  These employees can bargain
collectively with us. We believe we maintain good relations with our
employees.
 
 We are
required to contribute a portion of our employees’ total salaries to the Chinese
government’s social insurance funds, including medical insurance, unemployment
insurance and job injuries insurance, and a housing assistance fund, in
accordance with relevant regulations.
 
 History
of Our Company
 
 We were
incorporated in the State of Florida in March 1999 originally under the name
ValuSALES, Inc. to create a single-source Internet solutions company providing
internet and technology products and services to various sized
customers.  We had no operations until July 1999 when we purchased
assets consisting of property and equipment and inventory for an aggregate
purchase price of $75,000.  In December 1999, we sold shares of our
common stock and used the proceeds to acquire September Project II Corp., an
inactive entity. For accounting purposes, the acquisition was treated as a
capital transaction rather than a business combination. In conjunction
therewith, we merged with September Project II Corp. with that entity as the
surviving entity named ValuSALES.com, Inc. Following this transaction, we
provided Internet and technology products and services for clients ranging from
small to medium sized customers looking for a solution to develop and integrate
a web site, advertising and marketing, technology products, and streaming video
into their business. Our divisions included e-business solutions, marketing and
advertising, streaming video technology, and Internet mortgage
banking.  In November 2001 we changed our name to Video Without
Boundaries, Inc.
 
 Prior to
the end of 2001 we began operating in only one segment.  During 2002
we discontinued our previous operations and began to reposition our company
within the home entertainment media-on-demand marketplace to become a producer
and distributor of interactive consumer electronic equipment to provide
streaming digital media and video on demand (VOD) services.
 
 On August
11, 2004 (with an effective date of June 1, 2004) we entered into a stock
purchase agreement with Mr. James Joachimczyk, the sole shareholder of Graphics
Distribution, Inc., a privately held company engaged in the business of selling
and distributing electronic products. The principal terms of the agreement
provided that we would acquire all of the issued and outstanding shares of
Graphics Distribution, Inc. for a purchase price of $1,500,000 plus the issuance
of 25,000 shares of our common stock.  Additional consideration
included in this stock purchase agreement required our company to collateralize
an existing line of credit in the amount of $2,500,000 as well as retain the
services of the selling shareholder, pursuant to a consulting agreement dated
August 11, 2004, for a term consistent with the fulfillment of the payment terms
under the stock purchase agreement. At closing, we tendered our initial deposit
of $350,000, but thereafter we defaulted on the remaining balance due and as
well as the collateralization provision. In October, 2008, we obtained a general
release from Mr. Joachimczyk and Graphics Distribution, Inc. releasing us from
any and all liability and causes of action that Mr. Joachimczyk and Graphics
Distribution, Inc. had or may have against us as of October 14,
2008.
 
 In August
2006 we changed our name to MediaREADY, Inc. in an effort to provide better
corporate branding for our company.
 
 Earlier
in 2007 we had engaged China Direct Investments, Inc. to provide introductions
and advice to us at it related to general business activities, including mergers
and acquisitions, business combinations and financial
management.  China Direct Investments, Inc., a subsidiary of China
Direct Industries, Inc. (NasdaqGM: CDII), provides consulting services to both
Chinese entities seeking access to the U.S. capital markets and North American
entities seeking business opportunities in the PRC.  As a result of
the advisory services provided to our management, it determined to concentrate
its focus on a potential business combination with a Chinese company as a means
of benefiting from the continued economic expansion of the PRC in general and of
businesses in various industries within that country.  In September
2007, we engaged Capital One Resource Co., Ltd., also a subsidiary China Direct
Industries, Inc., to provide introductions and advice to us as it related to
general business activities, including mergers and acquisitions, business
combinations and financial management.
 
 Shandong
Jiajia was initially identified as a PRC based company in search of capital to
expand its operations by Mr. Weidong Wang.  Mr. Wang, who had a
business relationship with Dragon Venture (Shanghai) Capital Management Co.,
Ltd., brought the company to the attention of that entity that in turn brought
it to the attention of Capital One Resource Co., Ltd.  Thereafter,
China Direct Industries, Inc. assisted us with the negotiations with Messrs.
Chen and Liu, the principals of Shandong Jiajia, and under the terms of a
December 31, 2007 consulting agreement it agreed to provide translation services
as well as advice on the restructure of our balance sheet, and coordinated the
efforts of legal, accounting and auditing service providers related to the
completion of the acquisition of Shandong Jiajia.  The definitive
terms of the transaction were reached after negotiations by us with Messrs. Chen
and Liu.  Messrs. Chen and Liu, who were unrelated parties to us prior
to the transaction, are unrelated parties to both China Direct Industries, Inc.
and Capital One Resource Co., Ltd.
  - 5
-
 
 On
December 31, 2007 we entered into an acquisition agreement with Shandong Jiajia
and its sole shareholders Messrs. Hui Liu and Wei Chen, pursuant to which we
acquired a 51% interest in Shandong Jiajia. At closing, we issued Messrs. Liu
and Chen an aggregate of 1,000,000 shares of our Series A Convertible Preferred
Stock and we agreed contribute $2,000,000 to increase the registered capital of
Shandong Jiajia subject to:
 
 •
              
              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.
 
 Under the
terms of an assumption agreement dated December 31, 2007 and as contemplated by
the terms of the acquisition agreement for Shandong Jiajia, Mr. David Aubel, a
principal shareholder of our company, agreed to personally assume liabilities in
the aggregate amount of $1,987,895 which may result from a stock purchase
agreement we entered into in August 2004 with Graphics Distribution,
Inc.  Mr. Aubel’s agreement to assume this liability was the result of
negotiations preceding the execution of the acquisition agreement for Shandong
Jiajia as Messrs. Liu and Chen were unwilling to proceed with the transaction if
the company remained exposed to the potential liability related to the Graphics
Distribution, Inc. stock purchase agreement.  In addition the
acquisition agreement contemplated that the accrued compensation and convertible
note payable-related party included in our current liabilities at September 30,
2007 would be converted into shares of our common stock at conversion rates of
$0.72 and $0.80 per share (post 1:40 reverse stock split).
 
 At the
time of the agreement we did not have sufficient authorized but unissued shares
of our common stock to provide for the conversion of these liabilities,
respectively, resulting in the issuance of approximately 3,445,853 shares of our
common stock. Included in these liabilities which were to be converted was
approximately $419,000 of accrued compensation due Mr. Jeffrey Harrell, our
former CEO and President, and approximately $2,521,380 due to Mr. David Aubel
under a convertible note and a loan. Effective on the close of business on March
11, 2008 we amended our articles of incorporation to increase our authorized
capital which provided sufficient shares to permit these
conversions.
 
 As
contemplated by the acquisition agreement for Shandong Jiajia, on March 20, 2008
we entered into a conversion agreement with Mr. V. Jeffrey Harrell, then our CEO
and President, which converted $448,985 of accrued compensation due him into
581,247 shares of our common stock at an effective conversion price of $0.77245
per share.  In addition and as also contemplated by the terms of the
acquisition agreement for Shandong Jiajia, on March 20, 2008 we entered into a
conversion agreement with Mr. Aubel whereby he converted a $2,521,380 loan due
him by us into 2,864,606 shares of our common stock at an effective conversion
price of $0.88 per share.  The effective conversion price on the date
we entered into the conversion agreements with Mr. Aubel was greater than the
fair market value of our common stock on the date of the agreement which was
$0.85 per share.  The variance resulted from a decline in the trading
price of our common stock from December 31, 2007 when the conversion rates were
informally agreed to with Mr. Aubel and the actual dates of
conversion.
 
 This
number of shares issued to Mr. Aubel was established in the December 31, 2007
Shandong Jiajia acquisition agreement and was derived from the September 30,
2007 liability reflected on our books owed to Mr. Aubel in the amount of
$2,291,685 divided by an agreed upon prior to the 1 for 40 reverse stock split
price of $0.02 per share ($2,291,685/$0.02 per share/40 = 2,864,606
shares).
 
 As of the
settlement date in March 2008, Mr. Aubel was owed $2,521,379 by us, an increase
in the amount owed from September 30, 2007 resulting from additional advances
made by Mr. Aubel, reduced by the issuance of 250,000 shares during the interim
period.  The final conversion price of Mr. Aubel’s note was $0.88 per
share, resulting from the final note balance of $2,521,380 divided by an agreed
upon fixed number of shares of 2,864,606 ($2,521,380/2,864,606 =$0.88 per
share).  The fair market value of our common stock on March 31, 2008
was $0.85 per share.  We are evaluating any rights we may have to seek
damages against Mr. Aubel as a result of the uncertainty as to the validity of
the amount of his note. See Item 3. Legal Proceedings appearing later in this
report.
 
 In
connection with the acquisition of Shandong Jiajia, we issued Capital One
Resource Co., Ltd. 450,000 shares of Series B Convertible Preferred Stock valued
at $3,780,000, and Mr. Weidong Wang 35,000 shares of Series B Preferred Stock
valued at $294,000, as compensation for assistance in the transaction. In
addition, we agreed to issue an aggregate of 352,500 shares of Series B
Convertible Preferred Stock valued at $2,961,000 to Dragon Venture (Shanghai)
Capital Management Co., Ltd. as finder's fees. Dragon Venture (Shanghai) Capital
Management Co., Ltd. is a subsidiary of Dragon Capital Group Corp. (Pink Sheets:
DRGV). Mr. Lawrence Wang, the CEO of Dragon Capital Group Corp., is the brother
of Dr. James Wang, the CEO of China Direct Industries, Inc. China Direct
Industries, Inc. owns approximately 20% of the issued and outstanding shares
Dragon Capital Group Corp.  In January 2008 we amended the finder’s
agreement with Dragon Venture (Shanghai) Capital Management Co., Ltd. to reduce
the fee to 240,000 shares of Series B Convertible Preferred Stock which were
valued at $2,016,000.  Finally, we were obligated to issue China
Direct Industries, Inc. an additional 450,000 shares of our Series B Convertible
Preferred Stock valued at $3,780,000 as compensation for its services under the
terms of the December 31, 2007 consulting agreement which were to be issued
prior to June 30, 2008.  These shares were issued in June
2008.
  - 6
-
  On
January 28, 2008 the acquisition agreement was amended to provide that as
additional consideration we issued Mr. Chen 120,000 shares of our Series B
Convertible Preferred Stock with a fair value of $960,000 and three year
purchase warrants to purchase an additional 2,000,000 shares of our common stock
at an exercise price of $0.30 per share with a fair value of
$480,000.  We agreed to pay Mr. Chen the additional consideration at
his request because he believed that the purchase price we paid for our interest
in Shandong Jiajia was more favorable to us.  At the time of the
amendment, Mr. Chen, a minority owner of Shandong Jiajia and who now serves as
our Chairman, CEO and President, was General Manager of Shandong Jiajia and his
continued active involvement in its operations was crucial to the integration of
Shandong Jiajia into our company.  We determined that it would be in
our long-term best interests to agree to Mr. Chen’s request, particularly as the
operations of Shandong Jiajia represented all of our business and operations
following the transaction.
 
 In order
to facilitate the approval by the Chinese authorities of the acquisition of
Shandong Jiajia, effective March 13, 2008 the parties further amended the
acquisition agreement to provide that:
 
 •
              
              instead
      of contributing all $2,000,000 to Shandong Jiajia's registered capital, we
      agreed to contribute $1,040,816 to increase the registered capital and the
      remaining $959,184 will be made available to Shandong Jiajia for working
      capital purposes, and•
              
              the
      date by which Shandong Jiajia is required to satisfy various conditions to
      the delivery of such funds was extended to April 30,
  2008.
 
 On April
25, 2008 Shandong Jiajia received its Certificate of Approval from the
Department of Foreign Trade and Economic Cooperation of the Shandong
Province.  Thereafter, in April 2008 following the sale of the units
described elsewhere herein, we used $2,000,000 of the proceeds from that
offering to satisfy our capital commitment to Shandong Jiajia.
 
 In March
2008 we changed our name to China Logistics Group, Inc.
 
 ITEM
1A.                      RISK
FACTORS
 
 An investment in our common stock
involves a significant degree of risk. You should not invest in our common stock
unless you can afford to lose your entire investment. You should consider
carefully the following risk factors and other information in this report before
deciding to invest in our common stock.
 
 
 OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM HAS EXPRESSED SUBSTANTIAL DOUBT
ABOUT OUR ABILITY TO CONTINUE AS GOING CONCERN.  IF WE ARE UNABLE TO
CONTINUE AS A GOING CONCERN YOU WILL LOSE YOUR ENTIRE INVESTMENT IN OUR
COMPANY.
 
 For the
years ended December 31, 2009 and 2008 we reported a net income of $1,763,797
and a net loss of $2,086,618, respectively, and had cash on hand at December 31,
2009 of approximately $1,720,838.  As described later in this report,
in 2009 we had an operating loss of $1.56 million and this net income is
attributable to a non-cash gain on the change in fair value of our derivative
liability and is not indicative of our actual operations.  The report
of our independent registered public accounting firm on our financial statements
for the year ended December 31, 2009 contains an explanatory paragraph regarding
our ability to continue as a going concern based upon our losses and cash used
in operations.  Our ability to continue as a going concern is
dependent upon our ability to continue to increase our sales, maintain
profitable operations and increase our net income in future
periods.
 
 We
believe our current level of working capital, including the liability related to
the $1,597,000 maximum registration agreement penalty, and cash generated from
operations may not be sufficient to meet our cash requirements in future
periods.  In addition, as described elsewhere herein the United State
Securities and Exchange Commission is seeking approximately $1,078,490 from us
for disgorgement related to the activities of prior management, no amounts
related to potential disgorgement have been recorded in our financial
statements.  The weak global economy and the resulting decline in
demand for exported Chinese products has resulted in a significant drop in the
demand for our freight and transport services resulting in a sharp decline in
our revenues in 2009.  To address these issues we have taken certain
actions to resolve our potential liquidity deficiency through the reduction in
the controllable portions of our cost of sales where possible.  These
efforts have resulted in a positive gross profit for 2009.  While
there can be no assurances, we believe our cost reduction program will continue
to have the desired results and should return our company to a positive cash
flow position, even at the reduced revenue levels.  However, it is
possible that we may need to raise additional working capital.  We
have no firm commitments from any third party to provide this financing and we
cannot assure you we will be successful in raising working capital as needed,
particularly in light of the current economic climate which is adversely
impacting the ability of most small U.S. public companies to raise capital
through equity or a combination of equity and debt transactions.  In
addition, the terms of our 2008 Unit Offering described elsewhere herein contain
certain restrictive covenants which could hinder our ability to raise additional
capital.  There are no assurances that we will have sufficient funds
necessary to expand our company, pay our operating expenses and obligations as
they become due or generate positive operating results.  If we are unable
to maintain profitable operations and increase our net profit in sufficient
amounts to fund our operating expenses, and if we are unable to obtain
additional capital as needed, it is possible that we would be required to
curtail some or all of our planned operations, in which event our results of
operations in future periods would be adversely impacted.  Any
significant decrease in our sales in future periods or our failure to report
profitable operations could result in a decline in the price of our common
stock.  In addition, if we were forced to curtail all of our
operations you could lose your entire investment in our
company.
  - 7
-
 
 WE
SIGNED A CONSENT ORDER WITH THE SECURITIES AND EXCHANGE COMMISSION AND THE SEC
HAS FILED A MOTION SEEKING DISGORGEMENT FROM US OF APPROXIMATELY
$1,078,490.
 
 As
described later in this report under Item 3. Legal Proceedings, on September 24,
2008 the Securities and Exchange Commission filed a complaint against us and
Messrs. Harrell and Aubel which related to events which occurred prior to our
acquisition of 51% of Shandong Jiajia and the change in our
management.  On October 19, 2009, the Court in this case entered a
Default Judgment of Permanent Injunction and Other Relief against Mr. Aubel. The
default judgment enjoins Mr. Aubel from violating Sections 5(a), and 5(c) of the
Securities Act of 1933, and Sections 10(b), 13(d), and 16(a) of the Securities
Exchange Act of 1934, and Rules 10b-5, 13d-1, and 16a-3, thereunder. In
addition, the default judgment also bars Mr. Aubel from participating in any
offering of a Penny Stock, pursuant to Section 21(d) of the Securities Exchange
Act of 1934. We cooperated with the Securities and Exchange Commission in
this proceeding and while current management assumed control of China Logistics
following the events that gave rise to the lawsuit, we consented to the entry of
a Permanent Injunction and Other Relief to resolve the liability aspects of the
complaint in February 2009.   The injunction also provided that the
Court would determine whether it is appropriate to order disgorgement and, if
so, the amount of the disgorgement.  On February 24, 2010 the SEC
filed a motion and memorandum of law to set disgorgement and civil penalty
amounts as to our company and Messrs. Harrell and Aubel seeking disgorgement
from us of $931,000 which represents the principal amount of the loans converted
plus prejudgment interest in the amount of $147,489.77 for a total disgorgement
obligation of $1,078,489.77.  The SEC’s motion also seeks disgorgement
and prejudgment interest from Mr. Aubel and civil penalties against Mr. Harrell
and Mr. Aubel.  While we have filed a memorandum of law in
opposition to the SEC’s motion to set disgorgement against us and the Court
will conduct an evidentiary hearing on May 20, 2010 on the SEC’s motion to set
disgorgement, the outcome is subject to inherent uncertainties and an
unfavorable ruling against us imposing disgorgement of $1,078,489.77 could occur
which would have a material adverse impact on our business and results of
operations and our ability to continue as a going concern. No amounts related to
potential disgorgement have been recorded in our financial
statements.  In addition, the consent order may result in additional
claims by shareholders, regulatory proceedings, government enforcement actions
and related investigations and litigation.  Any continued litigation
would result in significant expenses, management distraction and potential
damages, penalties, other remedies, or adverse findings.  In addition,
the consent order which grants the Securities and Exchange Commission injunctive
relief restraining us from future violations of Federal securities laws which
may make future financing efforts more difficult and costly.
 
 WE
HAVE FAILED TO TIMELY REGISTER THE SHARES OF COMMON STOCK UNDERLYING THE
WARRANTS ISSUED IN THE 2008 UNIT OFFERING.  WE HAVE ACCRUED A
REGISTRATION RIGHTS PENALTY OF $1,597,000 BUT DO NOT HAVE THE FUNDS NECESSARY TO
PAY THESE DAMAGES.
 
 Under
the terms of the 2008 Unit Offering are required to register the shares of our
common stock which are issuable upon the exercise of the warrants issued in the
offering.   While we filed the registration statement within the
prescribed period of time, we were required to cause the registration statement
to be declared effective by the Securities and Exchange Commission within 180
days from the closing date of the offering or were subject to registration
rights penalties in the form of liquidated damages of up to
$1,597,000.  Because this registration statement was not declared
effective by the Securities and Exchange Commission within the time required, we
are subject to payment of the maximum amount of the registration rights
penalties and have, accordingly, accrued this amount in our financial
statements.   We do not have sufficient funds to pay the damages
should the investors seek to collect the amount.  It is possible that
the investors in the 2008 Unit Offering will bring litigation against us which
will require us to expend additional funds defending the company.  The
registration statement was declared effective by the SEC on March 30,
2010.  We are attempting to negotiate with the purchasers in the 2008
Unit Offering for a reduction in the amount of liquidated damages; however, the
negotiations are in a preliminary stage and there are no assurances an agreement
will be reached.
 
  - 8
-
 
 
 CERTAIN
OF OUR OUTSTANDING SECURITIES ARE CONSIDERED DERIVATIVE
LIABILITIES.  WE RECOGNIZED A NON-CASH GAIN IN 2009 WHICH HAD A
MATERIAL EFFECT ON OUR FINANCIAL STATEMENTS.
 
 In 2009
we recognized a $3.3 million gain on the change in fair value of derivative
liability. This non-cash gain, which is a result of the change in fair value of
a derivative liability related to common stock purchase warrants that are not
considered indexed to our stock and require fair value derivative accounting
treatment, is a result of the change in the fair value of the common stock
purchase warrants from $5.8 million at January 1, 2009 to $2.5 million at
December 31, 2009.  As a result of this non-cash gain, while our
operating loss from 2009 was $1.6 million we reported net income of
approximately $1.8 million for 2009.  While we cannot predict the
impact of this accounting standard on our financial statement in future periods
as the income/expense calculation is based, in part upon, a current market value
of our common stock, it is likely that it will have similar impacts on our
financial statement in future periods.  Investors should consider the
impact of this non-cash item on our financial statements when evaluating our
performance.
 
 IF
WE FAIL TO MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROL OVER FINANCIAL
REPORTING, WE MAY NOT BE ABLE TO ACCURATELY REPORT OUR FINANCIAL
RESULTS.  AS A RESULT, CURRENT AND POTENTIAL SHAREHOLDERS COULD LOSE
CONFIDENCE IN OUR FINANCIAL REPORTING, WHICH WOULD HARM OUR BUSINESS AND THE
TRADING PRICE OF OUR STOCK
 
 Our
management has determined that as of December 31, 2009, we did not maintain
effective internal controls over financial reporting based on criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)
in Internal Control-Integrated Framework as a result of identified material
weaknesses in our internal control over financial reporting and disclosure
controls related to the accounting for our warrants, reverse recapitalization,
presentation of our consolidated statement of cash flows and limitations in our
accounting staff’s knowledge of U.S. GAAP. that caused us to restate our
consolidated financial statements included on our Annual Reports on Form 10-K
for the years ended December 31, 2007 and December 31, 2008 and also restate our
unaudited consolidated financial statements included in our Quarterly Reports on
Form 10-Q for the periods ended March 31, 2009, June 30, 2009, and September 30,
2009.
 
 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. For a detailed
description of these material weaknesses and our remediation efforts and plans,
see “Part II — Item 9A (T) — Controls and Procedures.” If the result of our
remediation of the identified material weaknesses is not successful, or if
additional material weaknesses are identified in our internal control over
financial reporting, our management will be unable to report favorably as to the
effectiveness of our internal control over financial reporting and/or our
disclosure controls and procedures, and we could be required to further
implement expensive and time-consuming remedial measures and potentially lose
investor confidence in the accuracy and completeness of our financial reports
which could have an adverse effect on our stock price and potentially subject us
to litigation.
  - 9
-
 
 WE
ARE DEPENDENT ON THIRD PARTIES FOR EQUIPMENT AND SERVICES ESSENTIAL TO OPERATE
OUR BUSINESS, AND WE COULD LOSE CUSTOMERS AND REVENUES IF WE FAIL TO SECURE THIS
EQUIPMENT AND THESE SERVICES.
 
 We are a
non-asset based freight forwarding company and we rely on third parties to
transport the freight we have arranged to ship. Thus, our ability to forward
this freight and the costs we incur in connection therewith is dependent on our
ability to find carriers willing to ship such freight at acceptable prices.
This, in turn, depends on a number of factors beyond our control, including
availability of cargo space, which depend on the season of the year, the
shipment’s transportation lane, the number of transportation providers and the
availability of equipment. An increase in the cost of cargo space due to supply
shortages, increases in fuel cost or other factors would increase costs and may
reduce our profits, which will adversely impact our results of operations in
future periods.
 
 WE
RELY ON OVERSEAS CARGO AGENTS TO PROVIDE SERVICES TO US AND TO OUR CUSTOMERS,
AND OUR ABILITY TO CONDUCT BUSINESS SUCCESSFULLY MAY BE AFFECTED IF WE ARE
UNABLE TO MAINTAIN OUR RELATIONSHIPS WITH THESE OVERSEAS CARGO
AGENTS.
 
 We rely
on the services of independent cargo agents, who may also be providing services
to our competitors, which may include consolidating and deconsolidating various
shipments. Although we believe our relationships with our cargo agents are
satisfactory, we may not be able to maintain these relationships. If we were
unable to maintain these relationships or develop new relationships, our service
levels, operating efficiency, future freight volumes and operating profits may
be reduced which will adversely impact our results of operations in future
periods.
 
 WE
INCUR SIGNIFICANT CREDIT RISKS IN THE OPERATION OF OUR BUSINESS WHICH COULD
REDUCE OUR OPERATING PROFITS.
 
 Various
aspects of freight forwarding involve significant credit risks. It is standard
practice for exporters to expect freight forwarders to offer 30 days or more
credit on payment of their invoices from the time cargo has been delivered for
shipment. Competitive conditions require that we offer 30 days or more credit to
many of our customers. In order to avoid cash flow problems and bad debts, we
attempt to maintain tight credit controls and to avoid doing business with
customers we believe may not be creditworthy. However, we may not be able to
avoid periodic cash flow problems or be able to avoid losses in the event
customers to whom we have extended credit either delay their payments to us or
become unable or unwilling to pay our invoices after we have completed shipment
of their goods or rendered other services to them, all of which could reduce our
operating profits.
 
 RISKS
RELATED TO DOING BUSINESS IN CHINA
 
 YOU
MAY EXPERIENCE DIFFICULTIES IN EFFECTING SERVICE OF LEGAL PROCESS, ENFORCING
FOREIGN JUDGMENTS OR BRINGING ORIGINAL ACTIONS IN CHINA BASED ON UNITED STATES
OR OTHER FOREIGN LAWS.
 
 All of
our operations and substantially all of our assets are in China. In addition,
all of executive officers and directors reside within China. As a result, it may
not be possible to effect service of process within the United States upon these
executive officers or directors, or enforce within the United States any
judgments obtained against us or our officers or directors, including judgments
predicated upon the civil liability provisions under U.S. federal securities
laws or applicable state securities laws. Consequently, you may be effectively
prevented from pursuing remedies under U.S. federal securities laws against
them.
 
 FLUCTUATION
IN THE VALUE OF THE RENMINBI (RMB) MAY HAVE A MATERIAL ADVERSE EFFECT ON YOUR
INVESTMENT.
 
 The value
of RMB against the U.S. dollar and other currencies may fluctuate and is
affected by, among other things, changes in political and economic
conditions.  Our revenues and costs and our assets are denominated in
RMB. Any significant fluctuation in value of RMB may materially and adversely
affect our cash flows, revenues, earnings and financial position in future
periods. For example, an appreciation of RMB against the U.S. dollar would make
any new RMB denominated investments or expenditures more costly to us, to the
extent that we might need to convert U.S. dollars into RMB for such
purposes.  These increased costs would result in greater operating
expenses to us and could increase our operating loss in future
periods.
  - 10
-
 
 SUBSTANTIALLY
ALL OF OUR ASSETS AND ALL OF OUR OPERATIONS ARE LOCATED IN THE PRC AND ARE
SUBJECT TO CHANGES RESULTING FROM THE POLITICAL AND ECONOMIC POLICIES OF THE
CHINESE GOVERNMENT.
 
 Our
business operations could be restricted by the political environment in the PRC.
The PRC has operated as a socialist state since 1949 and is controlled by the
Communist Party of China. In recent years, however, the government has
introduced reforms aimed at creating a "socialist market economy" and policies
have been implemented to allow business enterprises greater autonomy in their
operations. Changes in the political leadership of the PRC may have a
significant effect on laws and policies related to the current economic reform
programs, other policies affecting business and the general political, economic
and social environment in the PRC, including the introduction of measures to
control inflation, changes in the rate or method of taxation, the imposition of
additional restrictions on currency conversion and remittances abroad, and
foreign investment. Moreover, economic reforms and growth in the PRC have been
more successful in certain provinces than in others, and the continuation or
increases of such disparities could affect the political or social stability of
the PRC. Although we believe that the economic reform and the macroeconomic
measures adopted by the Chinese government have had a positive effect on the
economic development of China, the future direction of these economic reforms is
uncertain and the uncertainty may decrease the attractiveness of our company as
an investment, which may in turn result in a decline in the trading price of our
common stock.
 
 THE
CHINESE GOVERNMENT EXERTS SUBSTANTIAL INFLUENCE OVER THE MANNER IN WHICH WE MUST
CONDUCT OUR BUSINESS ACTIVITIES.
 
 The PRC
only recently has permitted provincial and local economic autonomy and private
economic activities. The government of the PRC has exercised and continues to
exercise substantial control over virtually every sector of the Chinese economy
through regulation and state ownership. Accordingly, government actions in the
future, including any decision not to continue to support recent economic
reforms and to return to a more centrally planned economy or regional or local
variations in the implementation of economic policies, could have a significant
effect on economic conditions in the PRC or particular regions thereof, and
could require us to divest ourselves of any interest we then hold in Shandong
Jiajia. If that should occur, as Shandong Jiajia represents all of our current
operations, it is likely that we would be forced to cease
operations.
 
 A
SLOWDOWN IN THE CHINESE ECONOMY OR AN INCREASE IN ITS INFLATION RATE MAY
ADVERSELY IMPACT OUR REVENUES.
 
 The
Chinese economy has grown at an approximately 9% rate for more than 25 years,
making it the fastest growing major economy in recorded history. In 2009 China’s
economy grew at the rate of 8.7%, with a growth rate of 10.7% in the fourth
quarter.  In early 2010 Chinese monetary authorities implemented
policies which severely restricts domestic bank lending in an effort to regulate
growth to a steady rate and avoid inflation.
 
 We cannot
assure you that growth of the Chinese economy will be steady, that inflation
will be controllable or that any slowdown in the economy or uncontrolled
inflation will not have a negative effect on our business. Several years ago,
the Chinese economy experienced deflation, which may recur in the future. More
recently, the Chinese government announced its intention to continuously use
macroeconomic tools and regulations to slow the rate of growth of the Chinese
economy, the results of which are difficult to predict. Adverse changes in the
Chinese economy will likely impact the financial performance of a variety of
industries in China that use or would be candidates to use our
services.
 
 ANY
RECURRENCE OF SEVERE ACUTE RESPIRATORY SYNDROME, OR SARS, OR ANOTHER WIDESPREAD
PUBLIC HEALTH PROBLEM, COULD INTERRUPT OUR OPERATIONS.
 
 A renewed
outbreak of SARS or another widespread public health problem in China could have
a negative effect on our operations. Our operations may be impacted by a number
of health-related factors, including the following:
 
 •
              
              quarantines
      or closures of some of our offices, which would severely disrupt Shandong
      Jiajia’s operations,•
              
              the
      sickness or death of our key officers and employees, or•
              
              a
      general slowdown in the Chinese
economy.
 
 Any of
the foregoing events or other unforeseen consequences of public health problems
could result in a loss of revenues in future periods and could impact our
ability to conduct our operations as they are presently conducted. If we were
unable to continue our operations as they are now conducted, our revenues in
future periods would decline and our ability to continue as a going concern
could be in jeopardy. If we were unable to continue as a going concern, you
could lose your entire investment in our company.
  - 11
-
 
 RESTRICTIONS
ON CURRENCY EXCHANGE MAY LIMIT OUR ABILITY TO RECEIVE AND USE OUR REVENUES
EFFECTIVELY.
 
 Because
all of our revenues are in the form of RMB, any future restrictions on currency
exchanges may limit our ability to use revenue generated in RMB to fund any
future business activities outside China or to make dividend or other payments
in U.S. dollars. Although the Chinese government introduced regulations in 1996
to allow greater convertibility of the RMB for current account transactions,
significant restrictions still remain, including primarily the restriction that
foreign-invested enterprises may only buy, sell or remit foreign currencies,
after providing valid commercial documents, at those banks authorized to conduct
foreign exchange business. In addition, conversion of RMB for capital account
items, including direct investment and loans, is subject to government approval
in China, and companies are required to open and maintain separate foreign
exchange accounts for capital account items. We cannot be certain that the
Chinese regulatory authorities will not impose more stringent restrictions on
the convertibility of the RMB, especially with respect to foreign exchange
transactions.
 
 CHINESE
LAWS AND REGULATIONS GOVERNING OUR BUSINESS OPERATIONS ARE SOMETIMES VAGUE AND
UNCERTAIN. ANY CHANGES IN SUCH CHINESE LAWS AND REGULATIONS MAY HAVE A MATERIAL
AND ADVERSE EFFECT ON OUR BUSINESS.
 
 China’s
legal system is a civil law system based on written statutes, in which system
decided legal cases have little value as precedents unlike the common law system
prevalent in the United States. There are substantial uncertainties regarding
the interpretation and application of Chinese laws and regulations, including
but not limited to the laws and regulations governing the enforcement and
performance of contractual arrangements with customers in the event a dispute,
as well as the imposition of statutory liens, death, bankruptcy and criminal
proceedings. The Chinese government has been developing a comprehensive system
of commercial laws, and considerable progress has been made in introducing laws
and regulations dealing with economic matters such as foreign investment,
corporate organization and governance, commerce, taxation and trade. However,
because these laws and regulations are relatively new, and because of the
limited volume of published cases and judicial interpretation and their lack of
force as precedents, interpretation and enforcement of these laws and
regulations involve significant uncertainties. New laws and regulations that
affect existing and proposed future businesses may also be applied
retroactively. We cannot predict what effect the interpretation of existing or
new Chinese laws or regulations may have on our businesses. If the relevant
authorities find us in violation of Chinese laws or regulations, they would have
broad discretion in dealing with such a violation, including, without
limitation: levying fines; revoking our business and other licenses; requiring
that we restructure our ownership or operations; and requiring that we
discontinue any portion or all of our business.
 
 WE
MAY BE UNABLE TO ENFORCE OUR RIGHTS DUE TO POLICIES REGARDING THE REGULATION OF
FOREIGN INVESTMENTS IN CHINA.
 
 China's
regulations and policies with respect to foreign investments are evolving with
respect to such matters as the permissible percentage of foreign investment and
permissible rates of equity returns. Statements regarding these evolving
policies have been conflicting and any such policies, as administered, are
likely to be subject to broad interpretation and discretion and to be modified,
perhaps on a case-by-case basis. Any inability to enforce legal rights we may
have under our contracts or otherwise could be limited which could result in a
loss of revenue in future periods which would impact our ability to continue as
a going concern.
 
 RISKS
RELATED TO HOLDING OUR SECURITIES
 
 THE
EXERCISE OF OUTSTANDING WARRANTS AND THE POSSIBLE CONVERSION OF OUR SERIES B
CONVERTIBLE PREFERRED STOCK WILL BE DILUTIVE TO OUR EXISTING
SHAREHOLDERS.
 
 At April
14 , 2010 we had 39,508,203 shares of our common stock issued and outstanding
and the following securities, which are convertible or exercisable into
additional shares of our common stock, were outstanding:
 
 •
              
              4,500,000
      shares of our common stock issuable upon the possible conversion of
      450,000 shares of Series B Convertible Preferred Stock which we are
      presently issued and outstanding; and•
              
              33,563,500
      shares of our common stock issuable upon the exercise of common stock
      purchase warrants with exercise prices ranging from $0.30 per share to
      $52.00 per share.
 
 The
Series B Convertible Preferred Stock is convertible at the option of the holder
at any time.  Assuming we do not issue any additional shares of our
common stock, the issuance of the shares of common stock underlying the Series B
Convertible Preferred Stock will increase our issued and outstanding by
approximately 13%.  In the event of the exercise of the warrants, the
number of our outstanding common stock will increase by almost 100% and will
have a dilutive effect on our existing shareholders.  In addition,
because warrants to purchase an aggregate of 31,558,500 shares of our common
stock are exercisable on a cashless basis, if the cashless exercise feature was
to be used by the holder, while we would issue a fewer number of shares of
common stock we would not receive any proceeds for these
issuances.
  - 12
-
 
 WE
HAVE NOT VOLUNTARILY IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE
ABSENCE OF WHICH, SHAREHOLDERS MAY HAVE MORE LIMITED PROTECTIONS AGAINST
INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST AND SIMILAR
MATTERS.
 
 Recent
Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in
the adoption of various corporate governance measures designed to promote the
integrity of the corporate management and the securities markets. Some of these
measures have been adopted in response to legal requirements. Others have been
adopted by companies in response to the requirements of national securities
exchanges, such as the NYSE or the NASDAQ Stock Market, on which their
securities are listed. Among the corporate governance measures that are required
under the rules of national securities exchanges are those that address board of
directors' independence, audit committee oversight, and the adoption of a code
of ethics. While we have adopted a Code of Business Conduct and Ethics, none of
the members of our board of directors are considered independent directors and
we have not adopted corporate governance measures such as an audit or other
independent committees of our board of directors. It is possible that if we were
to expand our board of directors to include independent director and adopt some
or all of these corporate governance measures, shareholders would benefit from
somewhat greater assurances that internal corporate decisions were being made by
disinterested directors and that policies had been implemented to define
responsible conduct.  However, because our current board of directors
is comprised of our executive officers, subject to their fiduciary duty
obligations these individuals have the ability to make decisions regarding their
compensation packages, transactions with related parties and corporate actions
that could involve conflicts of interest.  Prospective investors
should bear in mind our current lack of independent directors and corporate
governance measures in formulating their investment decisions.
 
 BECAUSE
OUR STOCK CURRENTLY TRADES BELOW $5.00 PER SHARE, AND IS QUOTED ON THE OTC
BULLETIN BOARD, OUR STOCK IS CONSIDERED A "PENNY STOCK" WHICH CAN ADVERSELY
AFFECT ITS LIQUIDITY.
 
 As the
trading price of our common stock is less than $5.00 per share, our common stock
is considered a "penny stock," and trading in our common stock is subject to the
requirements of Rule 15g-9 under the Securities Exchange Act of 1934. Under this
rule, broker/dealers who recommend low-priced securities to persons other than
established customers and accredited investors must satisfy special sales
practice requirements. The broker/dealer must make an individualized written
suitability determination for the purchaser and receive the purchaser’s written
consent prior to the transaction.
 
 Securities
and Exchange Commission regulations also require additional disclosure in
connection with any trades involving a "penny stock," including the delivery,
prior to any penny stock transaction, of a disclosure schedule explaining the
penny stock market and its associated risks. These requirements severely limit
the liquidity of our common stock in the secondary market because few broker or
dealers are likely to undertake these compliance
activities.  Purchasers of our common stock may find it difficult to
resell the shares in the secondary market.
 
 CERTAIN
OF OUR OUTSTANDING WARRANTS CONTAIN CASHLESS EXERCISE PROVISIONS WHICH MEANS WE
WILL NOT RECEIVE ANY CASH PROCEEDS UPON THEIR EXERCISE.
 
 The Class
A warrants and Class B warrants issued in our 2008 Unit Offering , which are
exercisable into an aggregate of 33,558,500 shares of our common stock, contain
a cashless exercise provision. This means that the holders, rather than paying
the exercise price in cash, may surrender a number of warrants equal to the
exercise price of the warrants being exercised. The utilization of this cashless
exercise feature will deprive us of additional capital which might otherwise be
obtained if the warrants did not contain a cashless feature.
 
 OUR
COMMON STOCK IS THINLY TRADED.  IF THE SELLING SECURITY HOLDERS ALL
ELECT TO SELL THEIR SHARES OF OUR COMMON STOCK AT THE SAME TIME, THE MARKET
PRICE OF OUR SHARES MAY DECREASE.
 
 It is
possible that selling security holders will offer all of the shares for sale.
Further, because it is possible that a significant number of shares could be
sold at the same time hereunder.  Because the market for our common
shares is thinly traded, the sales, or the possibility thereof, may have a
depressive effect on the market price of our common stock and purchasers of our
common stock may never be able to resell the shares for the original purchase
price.
 
 ITEM
1B.                      UNRESOLVED
STAFF COMMENTS.
 
 Not
applicable to a smaller reporting company.
  - 13
-
 
 ITEM
2.                      PROPERTIES.
 
 We lease
approximately 7,000 square feet of office space from Mr. Chen, our Chairman and
CEO, at 23F. Gutai Beach Building No. 969, Zhongshan Road (South), Shanghai,
China  200011 which serves as our principal executive offices under a
lease which expires May 31, 2010. Under the terms of this lease we pay Mr. Chen
RMB 25,000 (approximately $3,662) per month in rent and a monthly management fee
of approximately RMB 11,719 (approximately $1,716) per month as a property
management fee.  We are responsible for utilities associated with our
offices.   We anticipate that we will renew this lease prior to
its expiration. upon substantially the same terms and
conditions.  There are no assurances, however, that the terms of the
transactions with these related parties are comparable to terms that we could
have obtained from unaffiliated third parties.
 
 We also
maintain a U.S. representative office at 7300 Alondra Boulevard, Suite 108,
Paramount, California 90723 for the purposes of marketing our services and
facilitating communications with our customers, vendors and
shareholders.  As part of a comprehensive, bundled service package,
which also includes the shared use of staff who answer telephone inquiries
together with all costs associated with voice and data communications, we lease
668 square feet of office space from an unrelated third party for a two-year
term expiring April 30, 2010 at a monthly rate of $5,000.  Other than
these contracted services provided to us, we do not conduct any business from
this U.S. office.  We do not plan to renew this arrangement when the
current term expires, and plan to close our U.S. representative
office.
  Our China
headquarters occupy approximately 1,776 square feet of leased office space in
Qingdao, China, which is leased from an unrelated third party under a lease
expiring on January 31, 2011. The annual rent is approximately $29,400 (RMB
200,752).
 
 We also
rent various office spaces throughout China as set forth in the following
table:
 Location
              
              Approximate
      Square Feet
              
              Annual
      Rent
              Additional
      Charges
              Expiration
      of LeaseShanghai
      Branch (1)
              
              
              7,008
              
              $43,700
                (RMB
      300,000)
              $20,590
                (RMB
      140,628)
              May
      31, 2010Xiamen
      Branch, Xiamen City, Fujian Province (2)
              
              
              1,026
              
              $1,459
                (RMB
      10,800)
              $0
              December
      31, 2010Lianyuangang
      Branch, Lianyuangang City, Jiangsu Province (3)
              
              
              1,184
              
              $4,054
                (RMB
      30,000)
              $0
              March
      15, 2011Tianjin
      Branch, Tianjin City (4)
              
              
              3,014
              
              $21,962
                (RMB
      150,000)
              $0
              May
      31, 2013Qingdao
      Branch, Qingdao City (5)
              
              
              2,368
              
              $29,393
                (RMB
      200,752)
              $0
              January
      31, 2011
 
 (1)
              We
      lease the offices for our Shanghai Branch from Mr. Wei Chen, our Chairman
      and CEO.  The additional charges represent a monthly management
      fee paid to an unrelated third party. We anticipate that we will renew
      this lease prior to its expiration. upon substantially the same terms and
      conditions.(2)
              We
      lease the offices for our Xiamen Branch from Mr. Xiangfen Chen, its
      General Manager. We anticipate that we will renew this lease prior to its
      expiration. upon substantially the same terms and
    conditions.(3)
              We
      lease the offices for our Lianyuangang Branch from an unrelated third
      party.(4)
              We
      lease the offices for our Tianjin Branch from Mr. Bin Liu, its General
      Manager.(5)
              We
      lease the offices for our Qingdao Branch from an unrelated third
      party.
 
  - 14
-
 
 ITEM
3.                      LEGAL
PROCEEDINGS.
 
 On
September 24, 2008, the Securities and Exchange Commission filed a civil
complaint in the U.S. District Court for the Southern District of Florida (Case
No. 08-61517-CIV-GOLD MCALILEY) against Mr. V. Jeffrey Harrell, our former CEO
and principal and financial accounting officer, Mr. David Aubel, previously our
largest shareholder and formerly a consultant to us, and our company based upon
the alleged improper conduct of Messrs. Harrell and Aubel that occurred at
various times between in or about April 2003 and September 2006.  The
Securities and Exchange Commission’s complaint alleges that Mr. Harrell filed
annual and quarterly reports with the Securities and Exchange Commission that,
among other things, materially overstated our revenues and assets and
understated our net losses.  The complaint also alleges that Mr.
Harrell falsely certified numerous annual and quarterly reports we filed with
the Securities and Exchange Commission that he knew, or was severely reckless in
not knowing, contained material misstatements and omissions.  The
complaint further alleges that from November 2003 to September 2006, Mr. Harrell
and Mr. Aubel issued a series of false and misleading press releases announcing
our acquisition of another company, the availability of large credit facilities,
and an international operating subsidiary. Taking advantage of our artificially
inflated stock price, the complaint alleges that Mr. Aubel dumped millions of
shares of our stock, acquired at steep discount from us, into the public market
in transactions that were not registered under federal securities
laws.  The complaint alleges that the conduct of Messrs. Harrell and
Aubel and our company constituted violations of various sections of the
Securities Act of 1933 and the Securities Exchange Act of 1934. The complaint
seeks, among other things, to permanently enjoin the Messrs. Harrell and Aubel
and us from engaging in the wrongful conduct alleged in the complaint,
disgorgement, civil monetary penalties, and a penny stock bar against Mr. Aubel,
civil monetary penalties, a penny stock bar, and an officer and director bar
against Mr. Harrell and disgorgement against us.
 
 Our
current management had no knowledge of Messrs. Harrell and Aubel’s improper
conduct as alleged in the complaint which relate to their actions prior to 2007
involving us when our company was known as Video Without Boundaries, Inc. In
December 2007, control of our company, which at the time had changed our name to
MediaREADY, Inc., was acquired by principals and other parties unrelated to
Messrs. Harrell and Aubel in connection with the acquisition and financing of
Shandong Jiajia. After the acquisition of a 51% interest in Shandong Jiajia, we
changed our name to China Logistics Group, Inc. Messrs. Harrell and Aubel remain
minority shareholders of our company.
 
 We
cooperated with the Securities and Exchange Commission in this proceeding and
while current management assumed control of the Company following the events
that gave rise to the lawsuit in February 2009 we entered into a consent to the
entry of a Permanent Injunction and Other Relief to resolve the liability
aspects of the complaint.  The Permanent Injunction permanently
restrains and enjoins us from violation of Sections 5(a) and 5(c) of the
Securities Act of 1933, 15 U.S.C. §§ 77e(a) and 77e(c); violations of Section
10(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78j(b), and Rule l0b-5
promulgated thereunder, 17 C.F.R. §240.l0b-5; violations of Section 13(a) of the
Securities Exchange Act of 1934, 15 U.S.C. § 78m(a), and Rules 12b-20, 13a-l,
and 13a-13 thereunder, 17 C.F.R. §240.12b-20, 240.13a-l, and 240. 13a-13; and
violations of Sections 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange
Act of 1934, 15 U.S.C. §§ 78m(b )(2)(A) and 8m(b)(2)(B). The consent also
provides that the Court will determine whether it is appropriate to order
disgorgement and, if so, the amount of the disgorgement.
 
 On
October 19, 2009, the Court in this case entered a Default Judgment of Permanent
Injunction and Other Relief against Mr. Aubel. The default judgment enjoins Mr.
Aubel from violating Sections 5(a), and 5(c) of the Securities Act of 1933, and
Sections 10(b), 13(d), and 16(a) of the Securities Exchange Act of 1934, and
Rules 10b-5, 13d-1, and 16a-3, thereunder. In addition, the default judgment
also bars Mr. Aubel from participating in any offering of a Penny Stock,
pursuant to Section 21(d) of the Securities Exchange Act of 1934.
 
 On
February 24, 2010 the Securities and Exchange Commission filed a motion and
memorandum of law to set disgorgement and civil penalty amounts as to our
company and Messrs. Harrell and Aubel.  The SEC’s motion alleges that
as a result of a fraudulent arrangement between our company and Mr. Aubel, he
was permitted to convert his loans to our common stock at $0.01 per share which
allowed us to benefit by writing off $930,000 in debt we owed to Mr.
Aubel.  The SEC seeks disgorgement from us of $931,000 representing
the principal amount of the loans converted plus prejudgment interest in the
amount of $147,489.77 for a total disgorgement obligation of
$1,078,489.77.  The SEC’s motion also seeks disgorgement and
prejudgment interest from Mr. Aubel of $6,012,244.30 and civil penalties of
$130,000 against Mr. Harrell and $250,000 against Mr. Aubel. We have objected to
the SEC’s motion as to disgorgement against us.  While we have filed a
memorandum of law in opposition to the SEC's motion and the Court will conduct
an evidentiary hearing on May 20, 2010 on the SEC’s motion, our financial
statements contained elsewhere herein do not include any reserve for this
potential expense.
 
 While we
cannot predict the ultimate outcome of the issue of disgorgement and prejudgment
interest, continued litigation will result in significant expenses, management
distraction and potential damages, penalties, other remedies, or adverse
findings, which could have a material adverse effect on our business, financial
condition, results of operations and cash flows and our ability to continue as a
going concern.
  - 15
-
  We are
evaluating filing a separate lawsuit against Messrs. Harrell and Aubel and other
parties involved in the improper conduct alleged by the Securities and Exchange
Commission for damages we suffered as a result of their conduct.  In
addition, we are evaluating filing a lawsuit against Mr. Aubel as a result of
the uncertainty as to the validity of the amount of the note payable in the
amount of $2,521,380 which we redeemed for 2,864,606 shares of our common stock
in March, 2008 pursuant to the terms of the December 2007 agreement we entered
into to a acquire a 51% interest in Shandong Jiajia.
 
 ITEM
4.                      (REMOVED
AND RESERVED).
 
 PART
II
 
 ITEM
      5.
              STOCKHOLDER
      MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
 
 Our
common stock is quoted on the OTCBB under the symbol CHLO. The reported high and
low sales prices for the common stock as reported on the OTCBB are shown below
for the periods indicated. The quotations reflect inter-dealer prices, without
retail mark-up, markdown or commission, and may not represent actual
transactions.
 
 High
              
              
              Low2008First
      quarter ended March 31, 2008
              
              $
              1.20
              
              
              $
              0.40Second
      quarter ended June 30, 2008
              
              $
              1.05
              
              
              $
              0.50Third
      quarter ended September 30, 2008
              
              $
              0.65
              
              
              $
              0.35Fourth
      quarter ended December 31, 2008
              
              $
              0.62
              
              
              $
              0.102009First
      quarter ended March 31, 2009
              
              $
              0.19
              
              
              $
              0.05Second
      quarter ended June 30, 2009
              
              $
              0.12
              
              
              $
              0.04Third
      quarter ended September 30, 2009
              
              $
              0.11
              
              
              $
              0.055Fourth
      quarter ended December 31, 2009
              
              $
              0.12
              
              
              $
              0.08
 
 On March
22, 2010, the last sale price of our common stock as reported on the OTCBB was
$0.10.  As of March 22, 2009, there were approximately 250 record
owners of our common stock.
 
 Dividend
Policy
 
 Payment
of dividends will be within the sole discretion of our Board of Directors and
will depend, among other factors, upon our earnings, capital requirements and
our operating and financial condition, and the ability of operating subsidiary
Shandong Jiajia to obtain approval to send monies out of the PRC. We have never
paid cash dividends on our common stock and it is highly unlikely that we will
pay dividends in the foreseeable future.
 
 Under
Florida law, we may declare and pay dividends on our capital stock either out of
our surplus, as defined in the relevant Florida statutes, or if there is no such
surplus, out of our net profits for the fiscal year in which the dividend is
declared and/or the preceding fiscal year. If, however, the capital of our
company, computed in accordance with the relevant Florida statutes, has been
diminished by depreciation in the value of our property, or by losses, or
otherwise, to an amount less than the aggregate amount of the capital
represented by the issued and outstanding stock of all classes having a
preference upon the distribution of assets, we are prohibited from declaring and
paying out of such net profits any dividends upon any shares of our capital
stock until the deficiency in the amount of capital represented by the issued
and outstanding stock of all classes having a preference upon the distribution
of assets shall have been repaired.
 
 Finally,
under the terms of the Subscription Agreement for the 2008 Unit Offering, we are
prohibited from paying dividends on our common stock until the earlier of two
years from the closing date of the offering or the date on which all shares of
common stock sold in the offering have been resold.
 
 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
 
 None.
 
 Recent
Sales of Unregistered Securities
 
 None.
  - 16
-
  ITEM 6.
              SELECTED FINANCIAL
      DATA.
 
 Not
applicable to a smaller reporting company.
 
 ITEM
      7.
              MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATION.
 
 We
maintain our financial records and report on a calendar year basis; as such the
year ended December 31, 2009 is referred to as “2009”, the year ended December
31, 2008 is referred to as “2008”, and the coming year ending December 31, 2010
is referred to as “2010”.
 
 Overview
 
 Beginning
in 2003, we sought to position our company within the entertainment and home
broadband marketplace to develop our MediaREADYTM product line and provide
products and services in the converging digital media on demand, enhanced home
entertainment and emerging interactive consumer electronics markets. We were,
however, unable to successfully penetrate these markets, due in great part to
our limited financial resources. We did not report any revenues from our
historical operations during 2007. In the fourth quarter of 2007 our management
elected to pursue a business combination with an operating company in an effort
to improve shareholder value.
 
 On
December 31, 2007 we acquired a 51% interest in Shandong Jiajia. Established in
November 1999, Shandong Jiajia is a non-asset based international freight
forwarder and logistics manager located in the PRC, in a capital transaction,
implemented through a reverse acquisition.
 
 Following
this transaction, the business and operations of Shandong Jiajia represent all
of our operations. We used a substantial portion of the proceeds from the 2008
Unit Offering to provide the required funds to satisfy the financial commitments
related to the Shandong Jiajia acquisition. Our business focus is on regaining
historical levels of sales within the business and operations of Shandong
Jiajia.
 
 Outlook
 
 Our
revenues for 2009 declined substantially from 2008 as a result of the global
economic slowdown which has resulted in a decrease in exports from the PRC to
other countries. During the 2010 and beyond, we face a number of challenges in
growing our business as a result of this economic slowdown. While we achieved
sales increases quarter-over-quarter in 2009 with sales of $3.2 million, $4.6
million, $5.8 million, and $6.2 million in the first, second, third, and fourth
quarters of 2009, respectively, our operating loss was approximately $1.6
million in 2009 and we cannot predict when global economic conditions will
improve and exports from China will begin to reach 2008 levels. Until such time,
we anticipate continued weak demand within our shipping business which will
translate to lower revenues than comparable 2008 periods and reduced
margins.
 
 Results
of Operations
 
 Year
      ended December 31,2009
              
              
              2008
              
              
              $
      Change
              
              %
      Change(restated)Sales
              
              $
              19,824,390
              
              
              $
              35,561,833
              
              
              $
              (15,737,443)
              
              -44%Cost
      of Sales
              
              
              19,699,736
              
              
              
              34,552,938
              
              
              
              (14,853,202)
              
              -43%Gross
      Profit
              
              
              124,654
              
              
              
              1,008,895
              
              
              
              (884,241)
              
              -88%Total
      Operating Expenses
              
              
              1,684,660
              
              
              
              1,003,330
              
              
              
              681,330
              
              68%Income
      (Loss) from Operations
              
              
              (1,560,006)
              
              
              
              5,565
              
              
              
              (1,565,571)
              
              N/MTotal
      Other Income
              
              
              3,351,881
              
              
              
              (1,666,094)
              
              
              
              5,017,975
              
              301%Net
      Income (loss)
              
              
              1,763,797
              
              
              
              (1,930,129)
              
              
              
              3,693,926
              
              191%Net
      Income (Loss) attributable to China Logistics Group, Inc.
              
              $
              2,271,209
              
              
              $
              (2,086,618)
              
              
              $
              4,357,827
              
              209%
 
 N/M --
Non meaningful
 
  - 17
-
 
 Other
Key Indicators
 
 Year
      ended December 31,2009
              
              
              2008(restated)Cost
      of sales as a percentage of sales
              
              
              99
              %
              
              
              97
              %Gross
      profit margin
              
              
              1
              %
              
              
              3
              %Total
      operating expenses as a percentage of sales
              
              
              8
              %
              
              
              3
              %
 
 Sales
 
 Sales of
$19.8 million in 2009 decreased $15.7 million compared to 2008 primarily due to
a decline in demand for our transport services which we believe is due to the
overall global economic slowdown with the corresponding reduction in demand for
Chinese sourced raw materials and finished goods.
 
 Cost
of sales
 
 Our cost
of sales represents the cost of the cargo space we obtain for our
customers.  Cost of sales of $19.7 million in 2009 decreased $14.9
million compared to 2008 due to a $15.7 million decrease in sales and decrease
in gross profit margin to 1% in 2009 from 3% in 2008.  Cost of sales
as a percentage increased 2% in 2009 as compared to 2008 related to small
increases in the price of cargo space and the impact of unused reserved cargo
space triggered by a lower demand for our services than initially
anticipated.
 
 Total
operating expenses
 
 Operating
expenses of $1.7 million in 2009 increased $681,000 compared to 2008 due to $1.2
million increase in bad debt expense partially offset by a $472,000 decrease in
selling, general and administrative expenses.  The increase in bad
debt expense is due to the combination of a $842,000 increase in allowance for
bad debt during 2009 to reserve for certain aged receivables that we may not
collect in the future and a $330,000 decrease in our allowance for bad debt
during 2008 as a result in a change in the estimate of bad debt expense rather
than the recovery of a previously written-off account.  The decrease
in selling, general, and administrative expenses is due to decreases in salaries
and commissions as a result of decreased sales, and a decrease in professional
fees as we incurred higher than normal professional fees in 2008 to respond to a
complaint filed by the Securities and Exchange Commission against us and Messrs.
Harrell and Aubel which related to events which occurred prior to our
acquisition of 51% of Shandong Jiajia and the change in our
management.  Operating expenses as a percentage of sales increased to
8% during 2009 from 3% during 2008 but are not expected to remain at the present
level in the upcoming year as we do not expect to incur as much bad debt expense
in future periods.
 
 Total
other income
 
 Total
other income of $3.4 million in 2009 increased $5.0 million compared to
2008.  Total other income is comprised of the change in the fair value
of derivative liability, interest income and expense, realized currency exchange
gains and losses, bank fees, and a registration agreement penalty.  In
2009 we recognized a $3.3 million gain on the change in fair value of derivative
liability; this non-cash gain is a result of the change in fair value of a
derivative liability related to common stock purchase warrants that are not
considered indexed to our stock and require fair value derivative accounting
treatment.  The gain is a result of the change in the fair value of
the common stock purchase warrants from $5.8 million at January 1, 2009 to $2.5
million at December 31, 2009.  The increase in total other income is
also a result of the absence of both $86,000 in bad debt from Mr. David Aubel
deemed uncollectible and the $1.6 million registration agreement penalty accrued
in 2008. The penalty is payable to the investors in our April 2008 Unit Offering
pursuant to the agreements we entered into with them and was not replicated in
2009.
 
 Foreign
Taxes
 
 Foreign
taxes of $28,000 in 2009 decreased $242,000 compared to 2008 due to lower income
generated in China. We did not generate revenues in the U.S. in any period
presented and only incurred corporate and non-cash expenses and therefore have a
net loss carryforward for U.S. tax purposes.
 
 Net
Income (Loss)
 
 Net
income of $1.8 million in 2009 increased $3.7 million compared to 2008 primarily
due to other income items of $3.3 million gain from the change in fair value of
derivative liability and absence of $1.6 million registration agreement penalty
in recorded in the third quarter of 2008 partially offset by a $1.2 million
increase in bad debt expense and $884,000 decrease in gross
profit.
  - 18
-
 
 Net
Income (Loss) Attributable to China Logistics Group, Inc.
 
 Our net
income attributable to China Logistics Group, Inc. consists of net income (loss)
less the net income (loss) attributable to the non-controlling interest holders
of Shandong Jiajia. The noncontrolling interest holders have claim to 49% of the
net income or loss of Shandong Jiajia. The net income attributable to the
noncontrolling interest for 2009 increased 424% as a result in the net loss
generated by Shandong Jiajia in 2009.
 
 Other
comprehensive income (loss) and comprehensive income (loss)
 
 As
described elsewhere herein, our functional currency is the Chinese Renminbi;
however the accompanying consolidated financial statements have been translated
and presented in U.S. dollars using period-end rates of exchange for assets and
liabilities, and average rates of exchange for the period for revenues, costs,
and expenses.  Net gains and losses resulting from foreign exchange
transactions are included in the consolidated statements of operations and can
have a significant effect on our financial statements.  For 2009 we
reported a gain on foreign currency translations of $8,990 as compared to
$38,895 in 2008.
 
 Liquidity
and capital resources
 
 Liquidity
is the ability of a company to generate adequate amounts of cash to meet its
cash needs.
 
 At
December 31, 2009, we had working capital of approximately $164,000 as compared
to approximately $1.7 million at December 31, 2008.  This $1.5 million
decline was due to the offsetting impact of an approximately $1.4 million
decrease in cash and a $802,000 increase in other receivables, together with a
$981,000 increase in accounts payable.  Cash at December 31, 2009 was
$1.7 million, down from $3.2 million at December 31, 2008.  This $1.4
million decline was due primarily to an increase in other receivables related to
due on demand non-interest bearing loans to strategic partners described in
further detail below and a $658,000 decrease in advances from
customers.
 
 The
report of our independent registered public accounting firm on our financial
statements for the year ended December 31, 2009 contains an explanatory
paragraph regarding our ability to continue as a going concern based upon our
operating losses and cash used in operations.
 
 While in
April 2008, we raised approximately $3.4 million in net proceeds from our 2008
Unit Offering, approximately $2.0 million was utilized to satisfy our
commitments to Shandong Jiajia, approximately $140,000 was used to reduce
certain payables and we advanced Shandong Jiajia an additional $500,000 for
working capital.  In addition, we have recognized a liability in the
amount of $1.6 million representing the maximum registration rights penalty due
under the terms of the 2008 Unit Offering and on February 24, 2010 the
Securities and Exchange Commission filed a motion and memorandum of law to set
disgorgement and prejudgment interest of $1,078,490 in connection with its
September 24, 2008 complaint filed against us and Mr. Harrell and Mr. Aubel as
described later in this report under Part I Item 3 –“ Legal Proceedings.” While
we have filed a memorandum of law in opposition to the SEC's motion, our
financial statements contained elsewhere herein do not include any reserve for
this potential expense.  Even if we are not required to pay these
amounts we believe our current level of working capital and cash generated from
operations may not be sufficient to meet these cash requirements and potential
obligations in 2010 without attaining profitable operations and/or obtaining
additional financing.
 
 The terms
of our 2008 Unit Offering contain certain restrictive covenants which could
hinder our ability to raise additional capital. If we are not successful in
generating sufficient cash flows from operations or in raising additional
capital when required in sufficient amounts and on acceptable terms, these
failures would have a material adverse effect on our business, results of
operations and financial condition. If additional funds are raised through the
issuance of equity securities, the percentage ownership of our then-current
stockholders would be diluted. There can be no assurance that we will be able to
raise the required capital necessary to achieve our targeted growth rates on
favorable terms or at all.
 
 From time
to time we borrow funds from, and lend funds to, related parties as described
later in this section.  For the year ended December 31, 2009, the net
borrowings from these advances from related parties, net of funds advanced to
related parties and repayments of advances from related parties, has resulted in
a increase of $507,000 in our working capital.  Because we believe our
current level of working capital and cash generated from operations may not be
sufficient to meet these cash requirements and potential obligations during the
balance of 2010 we have taken certain actions to resolve our potential liquidity
deficiency.  As described earlier in this section, as result of the
weak global economy, the demand for exported Chinese products has also declined,
resulting in a significant drop in the demand for our freight and transport
services.  In response to this sharp decline, we have reduced the
controllable portions of our cost of sales where possible.  These
efforts have resulted in a positive gross profit for 2009.  While
there can be no assurances, we believe our cost reduction program could have the
desired results and may return our company to a positive cash flow position,
even at the reduced revenue levels.
 
  - 19
-
 
 If our
cost reduction efforts related to our cost of sales are not successful to a
level which enables us to generate sufficient cash flows from operations to fund
our needs we may need to raise additional working capital.  We do not
have any commitments for any additional capital and both the terms of our 2008
Unit Offering which contain certain restrictive covenants and the overall
softness of the capital markets could hinder our efforts. In that event, it
would be necessary for us to take additional steps to further reduce our
operating expenses including personnel reductions and the possible consolidation
of our offices.  We believe this cost containment approach is a viable
response to the current market conditions and, coupled with our cash on-hand,
should allow us to maintain our operations for the foreseeable
future.
 
 Net cash
used in operating activities in 2009 totaled $1.9 million compared to $1.6
million in 2008.  In 2009, cash used in operations was mainly due to
an increase in accounts receivable of $1.0 million, an increase in other
receivables and other current assets of $802,000 and a decrease in advances from
customers of $658,000 these uses of cash were offset by an increase in accounts
payable of $981,000 and increase in other accruals and current liabilities of
$338,000.  Net cash used in operating activities in 2008 was mainly
due to a $1.9 million decrease in our accounts payable, and a decrease in
accruals and other current liabilities of $338,000, these uses of cash were
partially offset by an decrease in accounts receivable of $723,000 and an
increase in advances from customers of $450,000.
 
 Net cash
used in investing activities for 2009 totaled $60,000 compared to cash used in
investing activities of $44,000 in 2008.  During 2009, we collected
$71,000 from related parties as repayment for prior advances offset by $12,000
in capital expenditures.  Net cash used in investing activities 2008
is primarily due to capital expenditures of $37,000 and an advance to related
parties of $7,000.  In both periods funds used for capital
expenditures related to additions of equipment.
 
 Cash
provided by financing activities in 2009 totaled $436,000 compared to $3.6
million in 2008.  Cash provided during 2009 was comprised of $458,000
in advances from related parties offset by $23,000 we used to repay advances
from related parties. The decline in net cash provided by financing activities
in 2009 compared to 2008 was due to an absence of fund raising activities from
our 2008 Unit Offering totaling $3.8 million and convertible related party notes
of $148,000 offset by the net amount of related party advances and repayment of
such advances during these periods.
 
 We
maintain cash balances in the United States and China. At December 31, 2009 and
December 31, 2008, our cash by geographic area was as follows:
 
 December
      31, 2009
              
              
              December
      31, 2008United
      States
              
              $
              10,755
              
              
              
              1%
              
              
              $
              201,605
              
              
              
              6%China
              
              
              1,710,083
              
              
              
              99%
              
              
              
              2,954,757
              
              
              
              94%$
              1,720,838
              
              
              
              100%
              
              
              $
              3,156,362
              
              
              
              100%
 
 In future
periods we anticipate a substantial portion of our cash balances will continue
to be held in the form of RMB held in bank accounts at financial institutions
located in the PRC.  Cash held in banks in the PRC is not
insured.  While the Chinese government introduced regulations which
relaxed restrictions on the conversion of the RMB, restrictions still remain,
including but not limited to, restrictions on foreign invested
entities.  Foreign invested entities may only buy, sell or remit
foreign currencies after providing valid commercial documents at only those
banks authorized to conduct foreign exchanges.  Furthermore, the
conversion of RMB for capital account items, including direct investments and
loans, is subject to PRC government approval.  Chinese entities are
required to establish and maintain separate foreign exchange accounts for
capital account items.  We cannot be certain Chinese regulatory
authorities will not impose more stringent restrictions on the convertibility of
the RMB, especially with respect to foreign exchange transactions. Accordingly,
cash on deposit in banks in the PRC is not readily deployable by us for purposes
outside of China.
 
 The
following tables provide certain comparative information based on our
consolidated balance sheets at December 31, 2009 as compared to December 31,
2008:
 
 December
      31, 2009
              
              
              December
      31, 2008
              
              
              Increase/Decrease
              
              
              %
      Change(restated)Cash
              
              $
              1,720,838
              
              
              $
              3,156,362
              
              
              $
              (1,435,524)
              
              
              
              -45
              %Accounts
      receivable, net
              
              
              2,923,990
              
              
              
              2,739,173
              
              
              
              184,817
              
              
              
              7
              %Advance
      to vendors and other prepaid expenses
              
              
              146,058
              
              
              
              29,510
              
              
              
              116,548
              
              
              
              395
              %Other
      Receivables
              
              
              1,100,662
              
              
              
              298,442
              
              
              
              802,220
              
              
              
              269
              %Due
      from related parties
              
              
              447,033
              
              
              
              518,433
              
              
              
              (71,400)
              
              
              
              -14
              %Total
      current assets
              
              $
              6,338,581
              
              
              $
              6,741,920
              
              
              $
              (403,339)
              
              
              
              -6
              %
 
   - 20
-
  December
      31, 2009
              
              
              December
      31, 2008
              
              
              Increase/Decrease
              
              
              %
      Change(restated)Accounts
      payable - trade
              
              $
              2,733,820
              
              
              
              1,752,862
              
              
              
              980,958
              
              
              
              56
              %Other
      accruals and current liabilities
              
              
              535,576
              
              
              
              146,953
              
              
              
              388,623
              
              
              
              264
              %Advances
      from customers
              
              
              475,358
              
              
              
              1,133,283
              
              
              
              (657,925)
              
              
              
              -58
              %Accrued
      registration rights penalty
              
              
              1,597,000
              
              
              
              1,597,000
              
              
              
              -
              
              
              
              0
              %Due
      to related parties
              
              
              814,226
              
              
              
              378,697
              
              
              
              435,529
              
              
              
              115
              %Foreign
      tax payable
              
              
              18,784
              
              
              
              34,898
              
              
              
              (16,114)
              
              
              
              -46
              %Total
      current liabilities
              
              $
              6,174,764
              
              
              $
              5,043,693
              
              
              $
              1,131,071
              
              
              
              22
              %
 
 Total
current assets decreased $403,000 or 6% at December 31, 2009 from December 31,
2008.  The change was primarily due to a $1.4 million decrease in cash
partially used to loan an additional $802,000 non-interest bearing, payable on
demand loans to strategic partners.  Other receivables at December 31,
2009 were $$1.1 million and was comprised of $960,000 that was advanced to
unrelated entities with which we have a strategic or other business
relationship, $131,000 of deferred expenses and $9,000 in other receivables
related to various deposits and advances.  Since 2007, from time to
time Shandong Jiajia has lent funds to approximately 10 different customers and
strategic partners who refer us business who are not related parties for working
capital.  Generally, the loans are short term demand notes which are
unsecured and non-interest bearing.  We believe it is in our best
interest to make these loans to build long-term relationships, encourage
continued business, and benefit from additional referral
business.  The decision to make these loans is made by our either Mr.
Chen or Mr. Liu, subject to the availability of sufficient
capital.  We have not established a reserve for these loans as
historically all such loans have been repaid on a timely
basis.  Further, Accounts receivable increased due to slower payments
from customers as days sales outstanding increased to 45 days for 2009 compared
to 32 days in 2008.  We increased our allowance for bad debt reserve
$842,000 during 2009 to reserve for certain aged receivables that we may not
collect in the future.  We are evaluating our credit terms and
policies to avoid repeated experience in future periods.  Advances to
vendors increased $117,000 due to increases in deposits on containers to
accommodate orders received near the end of the year.
 
 Total
current liabilities also increased $1.1 million or 22% at December 31, 2009 from
December 31, 2008 primarily due to a $981,000 increase in our trade accounts
payable, $436,000 increase in due to related parties on advances received during
the year, $389,000 increase in other accruals, partially offset by a $658,000
decrease in advances from customers due to timing differences of receipt of
deposits on orders around the year-end.
 
 In
general, we record revenue when persuasive evidence of an arrangement exists,
services have been rendered or product delivery has occurred, the sales price to
the customer is fixed or determinable, and collectability is reasonably
assured.  We provide transportation services, generally under
contract, by third parties with whom we have contracted these
services.
 
 Typically
we recognize revenue in connection with our freight forwarding service when the
payment terms are as follows:
 
 •
              
              when
      the cargo departs the shipper's destination if the trade pricing term is
      on a CIF (cost, insurance and freight) or CFR (cost and freight cost)
      basis;•
              
              when
      the cargo departs the shipper’s location when the trade pricing terms are
      CFR (cost and freight cost); or•
              
              when
      merchandise arrives at the destination port if the trade pricing term is
      on a FOB (free on board) basis.•
              
              our
      ability to effectively handle the increases in costs due to lower shipping
      volumes as a result of a weak demand for import and exports in the
      PRC.
 
 Due
from/to Related Parties
 
 From time
to time we have advanced funds to related parties for working capital
purposes.  At December 31, 2009 due from related parties consisted of
$447,000 due us from Shandong Huibo Import & Export Co., Ltd., a 24.3%
shareholder in Shandong Jiajia, a decrease of $71,000 from December 31,
2008.  The loan which was provided in 2005 is unsecured, non-interest
bearing and payable on demand.
 
 In
addition, from time to time we obtain advances from related parties for working
capital purposes.  These amounts are non-interest bearing and due on
demand.  Due to related parties increased $436,000 at December 31,
2009 from December 31, 2008.  At December 31, 2009 due to related
parties included:
 
 •
              
              $110,000
      owed to Xiangfen Chen, general manager of our Xiamen branch, a decrease of
      $13,000 from December 31, 2008,•
              
              $99,000
      owed to Mr. Bin Liu, the manager of our Tianjin branch, an increase of
      $36,000 from December 31, 2008,•
              
              $560,000
      owed to Tianjin Sincere, a company of which Mr. Bin Liu is a 90% owner, an
      increase of $377,000 from December 31, 2008.•
              
              $45,000
      owed to China Direct Industries, Inc., a principal shareholder, an
      increase of $45,000 from December 31,
2008.
 
  - 21
-
 
 Commitments
 
 Rent
expense from our office leases for 2009 and 2008was $116,000 and $108,000
respectively.  We did not have any minimum, contingent, or sublease
arrangements in these leases.  The table below reflects our minimum
commitments for our various office leases in the U.S. and China for the years
ended December 31, 2010 and thereafter:
 
 Period
              
              TotalPeriod
      Ended December 31, 2010
              
              $
              95,000Period
      Ended December 31, 2011
              
              
              26,000Period
      Ended December 31, 2012
              
              
              22,000Period
      Ended December 31, 2013
              
              
              22,000Period
      Ended December 31, 2014
              
              
              22,000Thereafter
              
              
              --$
              187,000
 
 Off
Balance Sheet Arrangements
 
 We do not
have any off-balance sheet arrangements that we are required to disclose
pursuant to these regulations. In the ordinary course of business, we enter into
operating lease commitments, purchase commitments and other contractual
obligations. These transactions are recognized in our financial statements in
accordance with generally accepted accounting principles in the United
States.
 
 Critical
Accounting Policies
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions, including estimates of the allowance for doubtful
accounts stock based compensation, and derivative liability that affect the
reported amount of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements. Estimates also affect
the reported amounts of revenue and expenses during the reported
period.
 
 Significant
estimates for the periods reported include the allowance for doubtful accounts
which is based on an evaluation of our outstanding accounts receivable including
the age of amounts due, the financial condition of our specific customers and
knowledge of our industry segment in Asia. This evaluation process resulted in
recognizing bad debt expense of $842,000 for 2009 and a credit to bad debt
expense of $330,000 in 2008.  This evaluation methodology has provided
a reasonable estimate of bad debt expense in the past and we intend to continue
to employ this approach in our analysis of collectability.  However,
recent experience given the current global economic situation, including that of
China, meaningful time horizons may change.  We have enhanced our
focus on the evaluation of our customers’ sustainability and adjusted our
estimates as indicted in the current year.
 
 We also
rely on assumptions such as volatility, forfeiture rate, and expected dividend
yield when deriving the fair value of our derivative liability and share-based
compensation.  Assumptions and estimates employed in these areas are
material to our reported financial conditions and results of
operations.  These assumptions and estimates have been materially
accurate in the past and are not expected to materially change in the
future.  Actual results could differ from these
estimates.
 
 Recent
Accounting Pronouncements
 
 In June
2008, the FASB ratified changes to Derivative and Hedging Topic of the FASB ASC
815 or EITF Issue No. 07-5,Determining Whether an Instrument (or and Embedded Feature) Is Indexed to ad
Entity’s Own Stock.   EITF No. 07-5 provides that an entity
should use a two step approach to evaluate whether an entity-linked financial
instrument (or embedded feature) is indexed to its own stock, including
evaluating the instrument’s contingent exercise and settlement
provisions.  It also clarifies on the impact of foreign currency
denominated strike prices and market-based employee stock option valuation
instruments on the evaluation.  EITF No. 07-5 is effective for fiscal
years beginning after December 15, 2008.  The adoption of EITF No.
07-5 did have a material effect on our consolidated financial statements and
resulted in a restatement of these financial statements to recognize a
derivative liability of approximately $2.5 million at December 31,
2009.
 
 In June
2009, the FASB approved the “FASB Accounting Standards Codification” (the
“Codification”) as the single source of authoritative nongovernmental U.S. GAAP
to be launched on July 1, 2009.  The Codification does not change
current U.S. GAAP, but is intended to simplify user access to all authoritative
U.S. GAAP by providing all the authoritative literature related to a particular
topic in one place.  All existing accounting standard documents will
be superseded and all other accounting literature not included in the
Codification will be considered non-authoritative. The Codification is effective
in use in this Annual Report and the adoption of the Codification did not have a
material impact on our financial statements.
  - 22
-
 
 In August
2009, the FASB issued the FASB Accounting Standards Update No. 2009-05 “Fair Value Measurement and
Disclosures Topic 820 – Measuring Liabilities at Fair Value”, which
provides amendments to subtopic 820-10, Fair Value Measurements and Disclosures
– Overall, for the fair value measurement of liabilities.  This update
provides clarification that in circumstances in which a quoted price in an
active market for the identical liability is not available, a reporting entity
is required to measure fair value using one or more of the following techniques:
1. A valuation technique that uses: a. The quoted price of the identical
liability when traded as an asset b. Quoted prices for similar liabilities or
similar liabilities when traded as assets. 2. Another valuation technique that
is consistent with the principles of topic 820; two examples would be an income
approach, such as a present value technique, or a market approach, such as a
technique that is based on the amount at the measurement date that the reporting
entity would pay to transfer the identical liability or would receive to enter
into the identical liability. The amendments in this update also clarify that
when estimating the fair value of a liability, a reporting entity is not
required to include a separate input or adjustment to other inputs relating to
the existence of a restriction that prevents the transfer of the liability. The
amendments in this update also clarify that both a quoted price in an active
market for the identical liability when traded as an asset in an active market
when no adjustments to the quoted price of the asset are required are Level 1
fair value measurements.  We do not expect the adoption of this
update to have a material impact on its consolidated financial position, results
of operations or cash flows.
 
 A variety
of proposed or otherwise potential accounting standards are currently under
study by standard-setting organizations and various regulatory
agencies.  Due to the tentative and preliminary nature of those
proposed standards, management has not determined whether implementation of such
proposed standards would be material to our consolidated financial
statements.
 
 ITEM
7A.                      QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
 Not
applicable to a smaller reporting company.
 
 ITEM
8.                      FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.
 
 Our
financial statements are included later in this report beginning on
page  F-1.
 
 ITEM
      9.
              CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.
 
 None.
 
 ITEM
9A(T).                                CONTROLS
AND PROCEDURES.
 
 Evaluation
of Disclosure Controls and Procedures
 
 We
maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under
the Exchange Act) that are designed to ensure that information required to be
disclosed by us in reports that we file under the Exchange Act is recorded,
processed, summarized and reported as specified in the SEC’s rules and forms and
that such information required to be disclosed by us in reports that we file
under the Exchange Act is accumulated and communicated to our management,
including our Chief Executive Officer, or CEO, and our Chief Financial Officer,
CFO, to allow timely decisions regarding required disclosure. Management, with
the participation of our CEO and CFO, performed an evaluation of the
effectiveness of our disclosure controls and procedures as of December 31, 2009.
Based on that evaluation and as described below under “Management’s Report on
Internal Control Over Financial Reporting,” we have identified material
weaknesses in our internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f)). These weaknesses involve our accounting for our
warrants, reverse recapitalization, presentation of our consolidated statement
of cash flows and limitations in our accounting staff’s knowledge of U.S.
GAAP.  These weaknesses are described in more detail in the next
section. Solely as a result of these material weaknesses, our management,
including our CEO and CFO, concluded that our disclosure controls and procedures
were not effective as of December 31, 2009.
 
 Management’s
Report on Internal Control Over Financial Reporting
  Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Under the supervision and with the participation of our
management, including our CEO and CFO, we conducted an evaluation of the
effectiveness of our internal control over financial reporting based on the
framework in Internal Control Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on that evaluation,
our management concluded that, due to the material weaknesses described below,
our internal control over financial reporting was not effective as of December
31, 2009.
 
 A
material weakness is a deficiency, or 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 would not be prevented or detected on a timely
basis.
  - 23
-
  
 The
specific material weaknesses identified by our management were as
follows:
 
 •
              The
      lack of controls over the accounting for the classification of 2,000,000
      warrants issued to Mr. Chen as additional consideration in connection with
      the reverse recapitalization transaction with Shandong Jiajia completed on
      December 31, 2007 which required us to record the issuance as a derivative
      liability in the amount of $480,000 and to restate our financial
      statements included in our Annual Report on Form 10-K/A for the year ended
      December 31, 2007 (Amendment No. 4) as a result of accounting errors
      related to the incorrect accounting treatment.•
              The
      lack of controls over the accounting for the reverse recapitalization
      transaction with Shandong Jiajia which required us to properly record the
      changes in the components of equity as a result of this transaction and to
      restate our financial statements included in our Annual Report on Form
      10-K/A for the year ended December 31, 2008.•
              The
      lack of controls over the disclosure of advances from, and repayments of
      advances from related parties disclosed in our consolidated statements of
      cash flows for the year ended December 31, 2008 which required us to
      expand our disclosure of these items and to restate our financial
      statements included in our Annual Report on Form 10-K/A for the year ended
      December 31, 2008.•
              The
      lack of controls over the accounting for common stock purchase warrants
      which required us to record the fair value of the warrants as a derivative
      liability because the warrants were not indexed to our common stock and
      restate our financial statements included in our Quarterly Reports on Form
      10-Q for the periods ended March 31, 2009, June 30, 2009, and September
      30, 2009 to reflect this accounting treatment.•
              The
      lack of controls over the presentation of cash flows from operating
      activities using the indirect method which required us to restate our
      financial statements included in our Quarterly Reports on Form 10-Q for
      the periods ended March 31, 2009, June 30, 2009 to reflect this accounting
      presentation.•
              We
      historically have had an inadequate number of personnel with the requisite
      expertise in generally accepted accounting principles to ensure the proper
      application thereof. Our Chief Executive Officer who served as our
      principal financial and accounting officer until October 12, 2009 is not
      an accountant and we have historically relied upon the services of outside
      accountants.  On October 12, 2009 our Board of Directors
      appointed Ms. Yuan Huang as our Chief Financial Officer.  Ms.
      Huang is an accountant and while she lacks expertise in U.S. GAAP, she has
      significant experience in PRC accounting.  The balance of our
      internal accounting staff is primarily engaged in ensuring compliance with
      PRC accounting and reporting requirements and their U.S. GAAP knowledge is
      also limited. As a result, a majority of our internal accounting staff is
      relatively inexperienced with U.S. GAAP and the related internal control
      procedures required of U.S. public companies. Although our accounting
      staff is professional and experienced in accounting requirements and
      procedures generally accepted in the PRC, management has determined that
      they require additional training and assistance in U.S. GAAP matters.
      Management has determined that our internal audit function is also
      significantly deficient due to insufficient qualified resources to perform
      internal audit functions. Finally, management determined that the lack of
      an Audit Committee of our Board of Directors also contributed to
      insufficient oversight of our accounting and audit functions.
 
 Remediation
of Material Weakness in Internal Control
 
 We
believe the following actions we have taken and are taking will be sufficient to
remediate the material weaknesses described above:
 
 •
              We
      plan to implement changes in our disclosure controls and procedures to
      correct these material weaknesses. Specifically, for accounting of
      derivative liabilities, capital transactions, and presentation of equity,
      management plans to implement improved policies and procedures that will
      include a review of financial instruments to determine appropriate
      accounting treatment and presentation.•
              Also
      we have improved procedures related to the preparation of the statement of
      cash flows to correct weaknesses related to presentation and
      disclosure•
              We
      will make sure that we have an adequate number of personnel involved in
      the preparation of the financial statements and disclosures with the
      requisite expertise in generally accepted accounting principles to ensure
      the proper application thereof.•
              We
      plan to provide training to our accounting staff in various areas of US
      generally accepted accounting
principles.
 
  - 24
-
 
 Management
believes the actions described above will remediate the material weaknesses we
have identified and strengthen our internal control over financial reporting. We
expect the material weakness will be remediated by December 31, 2010. As we work
towards improvement of our internal control over financial reporting and
implement remediation measures identified above, we may supplement or modify
these remediation measures described above.
 
 Our
management, including our Chief Executive Officer and our Chief Financial
Officer, does not expect that our disclosure controls and procedures or our
internal controls will prevent all error and all fraud. A control system, no
matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further,
the design of a control system must reflect the fact that there are resource
constraints and the benefits of controls must be considered relative to their
costs. Due to the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of
fraud, if any, within our company have been detected.
 
 Changes
in Internal Control
 
 There
were no changes in our internal control over financial reporting identified in
connection with the evaluation of our controls performed during the quarter
ended December 31, 2009 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial
reporting.
 
 ITEM
9B.                      
OTHER INFORMATION.
 
 None.
 
 PART
III
 
 ITEM
10.                      DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 
 Directors
and Executive Officers
 
 Name
              
              Age
              
              PositionsWei
      Chen
              
              
              40
              
              Chairman
      of the Board, Chief Executive Officer, President, Secretary and
      TreasurerYuan
      Huang
              
              
              38
              
              Chief
      Financial OfficerHui
      Liu
              
              
              48
              
              Director,
      Chief Executive Officer of Shandong
Jiajia
 
 Wei Chen.  Mr. Chen
has been a member of our Board of Directors and Chief Executive Officer since
June 2008, and he has served as Chairman of the Board, President, since July
2008.  Mr. Chen, a minority owner and co-founder of Shandong Jiajia,
has been the General Manager of Shandong Jiajia’s Shanghai Branch since February
2002. Prior to joining Shandong Jiajia, Mr. Chen was a shipping department
manager at the Shanghai Branch of Beijing Sunshine International Freight Co.,
Ltd. from October 1998 to February 2002.  Previously, Mr. Chen was the
chief representative of Shanghai office, Mitrans International Shipping Co.,
Ltd. from June 1995 to October 1998.  Mr. Chen started his career as a
sales representative at Asian Development International Transportation
Corporation between September 1992 and May 1995.  Mr. Chen obtained a
Bachelor’s Degree in International Shipping from Shanghai Maritime University in
1992.
 
 Yuan Huang.  Ms. Huang has served as our Chief Financial
Officer since October 2009.  Prior to being appointed to this
position, she had been Director of Accounting Department of Shandong Jiajia
since April 2007. Prior to joining Shandong Jiajia, Ms. Huang was Accounting
Manager of Shanghai Yingyuan Logistics Co., Ltd. from November 2002 until April
2007. Before Ms. Huang entered the logistics industry, she was Director of
Accounting Department of Shanghai Paris Spring Yimin Co., Ltd. from May 1995 to
November 2002 and served as an accountant of its parent company Shanghai Yimin
Department Stores Co., Ltd. from September 1990 through May 1995. Ms. Huang
received an Associate Degree in Accounting from Shanghai University of Finance
and Economics in July 1999.
 
 Hui Liu.  Mr. Liu
has been a member of our Board of Directors since July 2008.  Mr. Liu
co-founded Shandong Jiajia in 1999 and is a minority owner of the
company.  Since 1999 Mr. Liu has served as Chief Executive Officer of
Shandong Jiajia.  From 1997 to 1999, Mr. Liu was the storage and
delivery department manager at Shandong Jiajia Import and Export Corp., Ltd. and
from 1989 to 1997 he managed customs declaration, inspection declaration,
shipping arrangement, and bulk cargo logistics at Cosco International Freight
Co., Ltd.  From 1986 to 1989 Mr. Liu was employed as a sailor with
Qingdao Ocean Shipping Co., Ltd.  Mr. Liu obtained an Associate Degree
in Vessel Driving from Qingdao Ocean Shipping Mariner College in
1986.
 
 Each
director has been appointed to the board and holds office until the next
annual meeting of shareholders, or until his successor is elected and
qualified.
  - 25
-
 
 Director
Compensation
 
 We have
not established standard compensation arrangements for our directors and the
compensation payable to each individual for their service on our Board is
determined from time to time by our Board of Directors based upon the amount of
time expended by each of the directors on our behalf.  None of our
directors were compensated for their services as members of our Board of
Directors for the year ended December 31, 2009.
 
 Code
of Ethics
 
 We have
adopted a Code of Business Conduct and Ethics to provide guiding principles to
all of our employees. Our Code of Business Conduct and Ethics does not cover
every issue that may arise, but it sets out basic principles to guide our
employees and provides that all of our employees must conduct themselves
accordingly and seek to avoid even the appearance of improper behavior. Any
employee which violates our Code of Business Conduct and Ethics will be subject
to disciplinary action, up to an including termination of his or her
employment.
 
 Generally,
our Code of Business Conduct and Ethics provides guidelines
regarding:
 
 •
              compliance
      with laws, rules and regulations,•
              conflicts
      of interest,•
              insider
      trading,•
              corporate
      opportunities,•
              competition
      and fair dealing,•
              discrimination
      and harassment,•
              health
      and safety,•
              record
      keeping,•
              confidentiality,•
              protection
      and proper use of company assets,•
              payments
      to government personnel,•
              waivers
      of the Code of Business Conduct and Ethics,•
              reporting
      any illegal or unethical behavior, and•
              compliance
      procedures.
 
 In
addition, we have also adopted a Code of Ethics for our Chief Executive Officer
and senior financial officers who are also subject to specific policies
regarding:
 
 •
              disclosures
      made in our filings with the Securities and Exchange
      Commission,•
              deficiencies
      in internal controls or fraud involving management or other employees who
      have a significant role in our financial reporting, disclosure or internal
      controls,•
              conflicts
      of interests, and•
              knowledge
      of material violations of securities or other laws, rules or regulations
      to which we are subject.
 
 A copy of
our Code of Business Conduct and Ethics is filed as an exhibit to this
report.  In addition, we will provide a copy, without charge, to any
person desiring a copy of the Code of Business Conduct and Ethics, by written
request to us at our U.S. representative offices at 7300 Alondra Boulevard,
Suite 108, Paramount, CA  90723, Attention: Corporate
Secretary.
 
 Committees
of the Board of Directors
 
 Our Board
of Directors has not established any committees, including an Audit Committee, a
Compensation Committee or a Nominating Committee, any committee performing a
similar function. Further, as we are currently quoted on the OTC Bulletin Board,
we are not subject to any exchange rule which includes qualitative requirements
mandating the establishment of any particular committees.
 
 We do not
have a policy regarding the consideration of any director candidates which may
be recommended by our shareholders, including the minimum qualifications for
director candidates, nor has our Board of Directors established a process for
identifying and evaluating director nominees. We have not adopted a policy
regarding the handling of any potential recommendation of director candidates by
our shareholders, including the procedures to be followed. Our Board has not
considered or adopted any of these policies as we have never received a
recommendation from any shareholder for any candidate to serve on our Board of
Directors. Given the nature of our operations and lack of directors and officers
insurance coverage, we do not anticipate that any of our shareholders will make
such a recommendation in the near future. While there have been no nominations
of additional directors proposed, in the event such a proposal is made, all
members of our Board will participate in the consideration of director
nominees.
  - 26
-
  Neither
of our directors is an “audit committee financial expert” within the meaning of
Item 401(e) of Regulation S-B. In general, an “audit committee financial expert”
is an individual member of the audit committee or Board of Directors
who:
 
 •
              understands
      generally accepted accounting principles and financial
      statements,•
              is
      able to assess the general application of such principles in connection
      with accounting for estimates, accruals and reserves,•
              has
      experience preparing, auditing, analyzing or evaluating financial
      statements comparable to the breadth and complexity to our financial
      statements,•
              understands
      internal controls over financial reporting, and•
              understands
      audit committee functions.
 
 Neither
of our directors have the requisite professional background necessary to be
considered an audit committee financial expert.  The OTC Bulletin
Board on which our common stock is quoted does not impose any qualitative
standards requiring companies to have independent directors or requiring that
one or more of its directors be audit committee financial experts.
 
 ITEM
11.                      EXECUTIVE
COMPENSATION.
 
 The
following table summarizes all compensation recorded by us in the last completed
year for:
 
 •
              our
      principal executive officer or other individual serving in a similar
      capacity,•
              our
      two most highly compensated executive officers other than our principal
      executive officer who were serving as executive officers at December 31,
      2009 as that term is defined under Rule 3b-7 of the Securities Exchange
      Act of 1934, and•
              up
      to two additional individuals for whom disclosure would have been required
      but for the fact that the individual was not serving as an executive
      officer at December 31,2009.
 
 For
definitional purposes, these individuals are sometimes referred to as the "named
executive officers." The value attributable to any option awards in the
following table is computed in accordance with ASC Topic 718 – Stock
Compensation.
 
 SUMMARY
COMPENSATION TABLE
 
 NAME
      AND PRINCIPAL POSITION
                (A)
              YEAR
                (B)
              
              SALARY
                ($)
                (C)
              
              
              BONUS
                ($)
                (D)
              
              
              STOCK
                AWARDS
                ($)
                (E)
              
              
              OPTION
                AWARDS
                ($)
                (F)
              
              
              NON-EQUITY
                INCENTIVE
                PLAN
                COMPENSATION
                ($)
                (G)
              
              
              NONQUALIFIED
                DEFERRED
                COMPENSATION
                EARNINGS
      ($)
                (H)
              
              
              ALL
                OTHER
                COMPENSATION
                ($)
                (I)
              
              
              TOTAL
                ($)
                (J)Wei
      Chen
              2009
              
              
              26,316
              
              
              
              -—
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              26,3162008
              
              
              25,854
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              25,854Yuan
      Huang
              2009
              
              
              2,640
              
              
              
              2,928
              
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              5,5682008
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              --
 
 How
Mr. Chen's Compensation was Determined
 
 Mr. Chen
is not a party to an employment agreement with us. His compensation is
determined by our Board of Directors, of which he is a member, and is based upon
a number of factors including the scope of his duties and responsibilities and
the time devoted to our business. Such deliberations are not arms-length. We did
not consult with any experts or other third parties in fixing the amount
of  Mr. Chen's compensation.  The amount of compensation
payable to Mr. Chen can be increased at any time upon the determination of our
Board of Directors.
 
 Employment
Agreement with Ms. Huang
 
 During
2009, Ms. Huang served as Director of Accounting Department at Shandong Jiajia’s
Shanghai Branch. While she remains in this position with Shandong Jiajia, she
was appointed as our Chief Financial Officer in October 2009.  In
October 2009 we entered into a 12 month employment agreement with her pursuant
to which she receives a base monthly salary of RMB1,500 (approximately $220) and
a semi-annual bonus up to RMB 10,000 (approximately $1,464).  In
addition, Ms. Huang receives certain allowances and other benefits including
health insurance, unemployment insurance and other welfare programs which are
available to other employees of our China-based subsidiaries which totaled
approximately RMB 11,000 (approximately $1,610) in 2009.
  - 27
-
  
 Outstanding
Equity Awards at Fiscal Year-End
 
 The
following table provides information concerning unexercised options, stock that
has not vested and equity incentive plan awards for each named executive officer
outstanding as of December 31,2009:
 
 OPTION
      AWARDS
              
              STOCK
      AWARDSName
                
                (a)
              
              Number
      of securities underlying unexercised options
                (#)
      exercisable
                
                (b)
              
              
              Number
      of
                Securities
                Underlying
                Unexercised
                options
                (#)
                unexercisable
                
                (c)
              
              
              Equity
                Incentive
                plan
      awards:
                Number
      of
                Securities
                Underlying
                Unexercised
                Unearned
                options
                (#)
                
                (d)
              
              
              Option
                Exercise
                price
                ($)
                
                (e)
              
              Option
                Expiration
                date
                
                (f)
              
              Number
                of
      shares
                or
      units
                of
      stock
                that
                have
      not vested
                (#)
                
                (g)
              
              
              Market
      value of shares or units of stock that have not vested ($)
                
                (h)
              
              
              Equity
      incentive plan awards: Number of unearned shares, units or other rights
      that have not vested (#)
                
                (i)
              
              
              Equity
      incentive plan awards: Market or payout value of unearned shares, units or
      other rights that have not vested (#)
                
                (j)Wei
      Chen
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              —
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —Yuan
      Huang
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              —
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
 
 Compliance
with Section 16(a) of the Exchange Act
 
 Based
solely upon a review of Forms 3 and 4 and amendments thereto furnished to us
under Rule 16a-3(d) of the Securities Exchange Act during 2009 and Forms 5 and
amendments thereto furnished to us with respect to 2009, as well as any written
representation from a reporting person that no Form 5 is required, we are not
aware that any officer, director or 10% or greater stockholder failed to file on
a timely basis, as disclosed in the aforementioned Forms, reports required by
Section 16(a) of the Securities Exchange Act during 2009.
 
 ITEM
      12.
              SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
 
 At April
14, 2010 we had 39,508,203 shares of our common stock issued and outstanding.
The following table sets forth information regarding the beneficial ownership of
our common stock as of April 10, 2010 by:
 
 •
              
              each
      person known by us to be the beneficial owner of more than 5% of our
      common stock;•
              
              each
      of our directors;•
              
              each
      of our named executive officers; and•
              
              our
      named executive officers, directors and director nominees as a
      group.
 
 Unless
otherwise indicated, the business address of each person listed is in care of
23F. Gutai Beach Building No. 969, Zhongshan Road (South), Shanghai,
China.  The percentages in the table have been calculated on the basis
of treating as outstanding for a particular person, all shares of our common
stock outstanding on that date and all shares of our common stock issuable to
that holder in the event of exercise of outstanding options, warrants, rights or
conversion privileges owned by that person at that date which are exercisable
within 60 days of that date. Except as otherwise indicated, the persons listed
below have sole voting and investment power with respect to all shares of our
common stock owned by them, except to the extent that power may be shared with a
spouse.
 
 Amount
      and Nature of Beneficial Ownership (1)Name
              
              #
      of Shares
              
              
              %
      of ClassWei
      Chen (2)
              
              
              6,762,500
              
              
              
              17.1
              %Hui
      Liu
              
              
              1,312,500
              
              
              
              3.3Yuan
      Huang
              
              
              --
              
              
              
              --All
      named executive officers and directors as a group (three persons)
      (2)
              
              
              8,075,000
              
              
              
              20.4
              %China
      Direct Industries, Inc. (3)
              
              
              11,512,500
              
              
              
              29.1
              %
  - 28
-
 
 (1)
              The
      inclusion of any shares as deemed beneficially owned does not constitute
      an admission of beneficial ownership by the named
    shareholder.
 
 (2)
              The
      number of shares beneficially owned by Mr. Chen includes 2,000,000 shares
      of our common stock issuable upon the exercise of warrants with an
      exercise price of $0.30 per share.
 
 (3)
              The
      shares of our common stock shown beneficially owned by China Direct
      Industries, Inc. includes:
 
 •
              
              4,750,000
      shares of common stock held of record by Capital One Resource Co., Ltd., a
      wholly owned subsidiary of CDI China, Inc., which is in turn a wholly
      owned subsidiary of China Direct Industries, Inc.,•
              
              2,062,500
      shares of common stock held of record by China Direct Investments, Inc., a
      wholly owned subsidiary of China Direct Industries,
  Inc.,•
              
              200,000
      shares of our common stock underlying Class A warrants;
      and•
              
              450,000
      shares of Series B Convertible Preferred Stock held of record by
      China Direct Investments, Inc. which has no voting rights but is
      convertible at the option of the holder into 4,500,000 shares of common
      stock.
 
 China
Direct Industries, Inc.'s address is 431 Fairway Drive, Deerfield Beach, Florida
33441. Dr. James Wang, Chief Executive Officer of China Direct Industries, Inc.
holds voting and dispositive control over securities owned by China Direct
Industries, Inc. in his capacity of Chief Executive Officer.
 
 Securities
Authorized For Issuance Under Equity Compensation Plans
 
 We have
not adopted any equity compensation or similar plans.
 
 ITEM
      13.
              CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE.
 
 From time
to time we enter into transactions with related parties, including:
 
 In June
2009 we entered into a lease for approximately 7,000 square feet of office space
from Mr. Chen, our Chairman and CEO, which serves as our principal executive
offices.  The lease expires May 31, 2010.  Under the terms
of this lease we pay Mr. Chen RMB 25,000 (approximately $3,662) per month in
rent and a monthly management fee of approximately RMB 11,719 (approximately
$1,716) per month as a property management fee.  We are responsible
for utilities associated with our offices. Our total expenses under this lease
were RMB 440,628 (approximately $64,410) in 2009.
 
 From time
to time we have advanced funds to related parties for working capital
purposes.  At December 31, 2009 due from related parties consisted of
$447,000 due us from Shandong Huibo Import & Export Co., Ltd., a 24.3%
shareholder in Shandong Jiajia, a decrease of $71,000 from December 31,
2008.  The loan which was provided in 2005 is unsecured, non-interest
bearing and payable on demand.
 
 In
addition, from time to time we obtain advances from related parties for working
capital purposes.  These amounts are non-interest bearing and due on
demand.  Due to related parties increased $436,000 at December 31,
2009 from December 31, 2008.  At December 31, 2009 due to related
parties included:
 
 •
              
              $110,000
      owed to Xiangfen Chen, general manager of our Xiamen branch, a decrease of
      $13,000 from December 31, 2008,•
              
              $99,000
      owed to Mr. Bin Liu, the manager of our Tianjin branch, an increase of
      $36,000 from December 31, 2008,•
              
              $560,000
      owed to Tianjin Sincere, a company of which Mr. Bin Liu is a 90% owner, an
      increase of $377,000 from December 31, 2008.•
              
              $45,000
      owed to China Direct Industries, Inc., a significant shareholder, an
      increase of $45,000 from December 31,
2008.
  There are
no assurances that the terms of the transactions with the related parties are
comparable to terms we could have obtained from unaffiliated third
parties.
 
 Director
Independence
 
 Neither
of our directors is independent within The NASDAQ Stock Market's director
independence standards pursuant to Marketplace Rule 5606.
  - 29
-
 
 ITEM
14.                      PRINCIPAL
ACCOUNTANT FEES AND SERVICES.
 
 Sherb
& Co., LLP served as our independent registered public accounting firm for
2009 and 2008.  The following table shows the fees that were billed
for the audit and other services provided by such firm for 2009 and
2008:
 
 2009
              
              
              2008Audit
      Fees
              
              $
              75,000
              
              
              $
              72,000Audit-Related
      Fees
              
              
              -
              
              
              
              -Tax
      Fees
              
              
              -
              
              
              
              -All
      Other Fees
              
              
              -
              
              
              
              -Total
              
              $
              75,000
              
              
              $
              72,000
 
 Audit Fees — This category
includes the audit of our annual financial statements, review of financial
statements included in our Form 10-Q Quarterly Reports and services that are
normally provided by the independent auditors in connection with engagements for
those years. This category also includes advice on audit and accounting matters
that arose during, or as a result of, the audit or the review of interim
financial statements.
 
 Audit-Related Fees — This
category consists of assurance and related services by the independent auditors
that are reasonably related to the performance of the audit or review of our
financial statements and are not reported above under “Audit Fees.” The services
for the fees disclosed under this category include consultation regarding our
correspondence with the SEC and other accounting consulting.
 
 Tax Fees — This category
consists of professional services rendered by our independent auditors for tax
compliance and tax advice. The services for the fees disclosed under this
category include tax return preparation and technical tax advice.
 
 All Other Fees — This
category consists of fees for other miscellaneous items.
 
 Our Board
of Directors has adopted a procedure for pre-approval of all fees charged by the
our independent auditors.  Under the procedure, the Board approves the
engagement letter with respect to audit, tax and review
services.  Other fees are subject to pre-approval by the Board, or, in
the period between meetings, by a designated member of Board.  Any
such approval by the designated member is disclosed to the entire Board at the
next meeting.  The audit and tax fees paid to our independent
registered public accounting firm with respect to 2009 were pre-approved by the
entire Board of Directors.
 
 PART
IV
 
 ITEM
15.                      EXHIBITS,
FINANCIAL STATEMENT SCHEDULES.
 
 Exhibit No.
              
              Description3.1
              
              Articles
      of Incorporation (1)3.2
              
              Articles
      of Amendment (1)3.3
              
              Articles
      of Amendment (5)3.4
              
              Articles
      of Amendment (2)3.5
              
              Form
      of Articles of Amendment (10)3.6
              
              Bylaws
      (1)4.1
              
              Trilogy
      Capital Partners, Inc. Warrant Agreement dated June 1,
      2006(3)4.2
              
              Form
      of common stock purchase warrant issued to Mr. Chen
    (12)4.3
              
              Form
      of common stock purchase warrant issued in the 2008 Unit Offering
      (13)10.1
              
              Debt
      Conversion Agreement with David Aubel dated December 3, 2005
      (4)10.2
              
              Amendment
      to Debt Conversion Agreement with David Aubel dated May 15, 2006
      (6)10.3
              
              Consulting
      and Management Agreement dated May 22, 2007 with China Direct Investments,
      Inc. (7)10.4
              
              Consulting
      and Management Agreement dated September 5, 2007 with Capital One Resource
      Co., Ltd (8)10.5
              
              Acquisition
      Agreement dated as of December 31, 2007 between MediaREADY, Inc., Shandong
      Jiajia International Freight & Forwarding (Logistics Co.) Ltd., and
      Messrs. Hui Liu and Wei Chen (2)10.6
              
              Finder's
      Agreement dated as of December 31, 2007 between MediaREADY, Inc. and
      Dragon Venture (Shanghai) Capital Management Co., Ltd.
      (2)10.7
              
              Consulting
      Agreement dated as of December 31, 2007 between MediaREADY, Inc. and China
      Direct, Inc. (2)10.8
              
              Form
      of Amendment to Acquisition Agreement dated as of January 28, 2008 between
      MediaREADY, Inc., Shandong Jiajia International Freight & Forwarding
      Co., Ltd., and Messrs. Hui Liu and Wei Chen
  (9)
 
   - 30
-
  
  10.9
              
              Form
      of Amendment to Finder's Agreement dated as of January 28, 2008 between
      MediaREADY, Inc. and Dragon Venture (Shanghai) Capital Management Co.,
      Ltd. (9)10.10
              
              Form
      of Amendment to Acquisition Agreement dated as of March 13, 2008 between
      MediaREADY, Inc., Shandong Jiajia International Freight & Forwarding
      Co., Ltd., and Messrs. Hui Liu and Wei Chen (11)10.11
              
              Lease
      Agreement between China Logistics Group, Inc. and ETI International, Inc.
      (17)10.12
              
              Form
      of Subscription Agreement for 2008 Unit Offering
  (13)10.13
              
              Lease
      Agreement between Wei Chen and Shandong Jiajia International Freight &
      Forwarding Co., Ltd.(14)10.14
              
              Lease
      Agreement dated December 31, 2009 between Shandong Jiajia International
      & Freight Forwarding Co., Ltd. and Shandong Import & Export Co.,
      Ltd. (17)10.15
              
              Assumption
      Agreement dated December 31, 2007 between David Aubel and MediaReady, Inc.
      (17)10.16
              
              Conversion
      Agreement dated March 20, 2008 between V. Jeffrey Harrell and China
      Logistics Group, Inc. (16)10.17
              
              Conversion
      Agreement dated March 20, 2008 between David Aubel and China Logistics
      Group, Inc. (16)10.18
              
              Form
      of promissory note in the principal amount of $561,517.27 dated January 1,
      2003 issued by Video Without Boundaries, Inc. to Mr. David Aubel
      (15)10.19
              
              Form
      of Security Agreement dated May 23, 2001 between Valusales.com, Inc. and
      Mr. David Aubel (15)10.20
              
              Promissory
      note from Shanghai Yudong Logistics Co., Ltd. to Shandong Jiajia
      International Freight & Forwarding Co., Ltd., dated March 30, 2009
      (17)10.21
              
              Lease
      Agreement expiring May 2010 between Wei Chen and Shandong Jiajia
      International Freight & Forwarding Co.,
  Ltd.(17)10.23
              
              Employment
      Agreement effective as of October 12, 2009 between China Logistics Group,
      Inc. and Yuan Huang (18)14.1
              
              Code
      of Business Conduct and Ethics (12)21.1
              
              Subsidiaries
      of the Registrant (12)31.1
              
              Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002 *31.2
              
              Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002 *32.1
              
              Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002
*
 
 *  filed
herewith
 
 (1
              )
              Incorporated
      by reference to the registration statement on Form 10-SB, SEC File No.
      0-31497 as filed with the Securities and Exchange Commission on September
      11, 2000, as amended.(2
              )
              Incorporated
      by reference to the Current Report on Form 8-K as filed on January 7,
      2008.(3
              )
              Incorporated
      by reference to the Current Report on Form 8-K as filed on June 2,
      2006.(4
              )
              Incorporated
      by reference to the Annual Report on Form 10-KSB for the year ended
      December 31, 2004.(5
              )
              Incorporated
      by reference to the Current Report on Form 8-K as filed on September 27,
      2006.(6
              )
              Incorporated
      by reference to the Quarterly Report on Form 10-QSB for the period ended
      September 30, 2006.(7
              )
              Incorporated
      by reference to the Current Report on Form 8-K as filed on May 23,
      2007.(8
              )
              Incorporated
      by reference to the Current Report on Form 8-K as filed on September 10,
      2007.(9
              )
              Incorporated
      by reference to the Current Report on Form 8-K as filed on January 31,
      2008.(10
              )
              Incorporated
      by reference to the definitive information statement on Schedule 14C as
      filed on February 14, 2008.(11
              )
              Incorporated
      by reference to the Current Report on Form 8-K as filed on March 18,
      2008.(12
              )
              Incorporated
      by reference to the Annual Report on Form 10-K for the year ended December
      31, 2007.(13
              )
              Incorporated
      by reference to the Current Report on Form 8-K as filed on April 24,
      2008.(14
              )
              Incorporated
      by reference to the Quarterly Report on Form 10-Q/A (Amendment No. 1) for
      the period ended June 30, 2008.(15
              )
              Incorporated
      by reference to the Quarterly Report on Form 10-Q for the period ended
      September 30, 2008.(16
              )
              Incorporated
      by reference to the Quarterly Report on Form 10-Q/A (Amendment No. 1) for
      the period ended March 31, 2008.(17
              )
              Incorporated
      by reference to the registration statement on Form S-1, SEC File No.
      333-151783, as amended.
 
  - 31
-
  
 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.
 
 China
      Logistics Group, Inc.Date:
      April 15, 2010
              By:
      /s/ Wei ChenWei
      Chen, Chairman, Chief Executive Officer and President (Principal Executive
      Officer)
 
 Pursuant
to the requirements of the Securities Act of 1933, this report has been signed
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
 
 Signature
              Title
              Date/s/
      Wei Chen
              Chairman
      of the Board, Chief Executive Officer and President
              April
      15, 2010Wei Chen
              (principal
      executive officer)/s/
      Yuan Huang
              Chief
      Financial Officer
              April
      15, 2010Yuan Huang
              (principal
      financial and accounting officer)/s/
      Hui Liu
              Director
              April
      15, 2010Hui
      Liu
 
  - 32
-
  REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Stockholders and Board of Directors
 China
Logistics Group, Inc.
 
 We have
audited the accompanying consolidated balance sheets of China Logistics Group,
Inc (the “Company”) as of December 31, 2009 and 2008 and the related
consolidated statements of operations and comprehensive income, stockholders'
equity and cash flows for the years ended December 31, 2009 and 2008. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
  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. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose 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
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 consolidated financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of December
31, 2009and 2008 and the results of their operations and their cash flows for
the years ended December 31, 2009 and 2008, in conformity with accounting
principles generally accepted in the United States of America.
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has incurred an
operating loss and has negative cash flows from operations for the year ended
December 31, 2009as fully described in Note 3. These issues raise substantial
doubt about the Company's ability to continue as a going concern. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
 
 We also
audited the adjustments described in Note 2 that were applied to restate the
year ended December 31, 2008 financial statements. In our opinion, such
adjustments are appropriate and have been properly applied.
 
 /s/Sherb & Co.,
LLP
 Certified
Public Accountants
 Boca
Raton, Florida
 April 15,
2010
 
  F -
1
  CHINA
LOGISTICS GROUP, INC. AND SUBSIDIARIES
 CONSOLIDATED
BALANCE SHEETS
 DECEMBER
31, 2009 AND 2008
 December
      31,
                
                
                December
      31,2009
                
                
                2008(Restated)ASSETSCurrent
      assets:Cash
                
                $
                1,720,838
                
                
                $
                3,156,362Accounts
      receivable, net
                
                
                2,923,990
                
                
                
                2,739,173Other
      Receivables
                
                
                1,100,662
                
                
                
                298,442Advance
      to vendors and other prepaid expenses
                
                
                146,062
                
                
                
                29,510Due
      from related parties
                
                
                447,032
                
                
                
                518,433Total
      current assets
                
                
                6,338,584
                
                
                
                6,741,920Property
      and equipment, net
                
                
                39,748
                
                
                
                44,144Total
      assets
                
                $
                6,378,332
                
                
                $
                6,786,064LIABILITIES AND SHAREHOLDERS' EQUITY
      (DEFICIT)Current
      liabilities:Accounts
      payable - trade
                
                $
                2,733,820
                
                
                $
                1,752,862Accrued
      registration rights penalty
                
                
                1,597,000
                
                
                
                1,597,000Other
      accruals and current liabilities
                
                
                535,576
                
                
                
                146,953Advances
      from customers
                
                
                475,358
                
                
                
                1,133,283Due
      to related parties
                
                
                814,226
                
                
                
                378,697Foreign
      tax payable
                
                
                18,784
                
                
                
                34,898Total
      current liabilities
                
                
                6,174,764
                
                
                
                5,043,693Derivative
      Liability
                
                
                2,535,505
                
                
                
                -Total
      liabilities
                
                
                8,710,269
                
                
                
                5,043,693Equity
      (deficit):China
      Logistics Group, Inc. shareholders' equity (deficit):Preferred
      stock - $0.001 par value, 10,000,000 shares authorized;Series
      B convertible preferred stock - 450,000 issued and oustanding at December
      31, 2009 and December 31, 2008
                
                
                450
                
                
                
                450Common
      stock, $.001 par value, 500,000,000 shares authorized;34,508,203
      shares issued and outstanding at December 31, 2009 and December 31,
      2008
                
                
                34,508
                
                
                
                34,508Additional
      paid-in capital
                
                
                17,057,203
                
                
                
                19,229,513Accumulated
      deficit
                
                
                (19,541,703
                )
                
                
                (18,129,491
                )Accumulated
      other comprehensive loss
                
                
                (178,505
                )
                
                
                (187,495
                )Total
      China Logistics Group, Inc. shareholders' equity (deficit)
                
                
                (2,628,047
                )
                
                
                947,485Noncontrolling
      interest
                
                
                296,110
                
                
                
                794,886Total
      equity
                
                
                (2,331,937
                )
                
                
                1,742,371Total
      liabilities and equity
                
                $
                6,378,332
                
                
                $
                6,786,064
 
 See notes
to consolidated financial statements.
  F -
2
  CHINA
LOGISTICS GROUP, INC.
 AND
SUBSIDIARIES
 CONSOLIDATED
STATEMENTS OF OPERATIONS
 FOR
THE YEARS ENDED DECEMBER 31, 2009 AND 2008
  For
      the Year EndedDecember
      31, 2009
                
                
                December
      31, 2008(Restated)Sales
                
                $
                19,824,390
                
                
                $
                35,561,833Cost
      of sales
                
                
                19,699,736
                
                
                
                34,552,938Gross
      profit
                
                
                124,654
                
                
                
                1,008,895Operating
      expenses:Selling,
      general and administrative
                
                
                826,530
                
                
                
                1,298,331Depreciation
      and amortization
                
                
                16,002
                
                
                
                35,438Bad
      debt expense (recovery of bad debt)
                
                
                842,128
                
                
                
                (330,439
                )Total
      operating expenses
                
                
                1,684,660
                
                
                
                1,003,330Income
      (loss) from operations
                
                
                (1,560,006
                )
                
                
                5,565Other
      income (expenses):Other
      income (expense)
                
                
                32,228
                
                
                
                15,218Non-operating
      bad debt expense
                
                
                -
                
                
                
                (85,844
                )Registration
      agreement penalty
                
                
                -
                
                
                
                (1,597,000
                )Change
      in fair value of derivative liability
                
                
                3,320,227
                
                
                
                -Interest
      income (expense)
                
                
                (574
                )
                
                
                1,532Total
      other income (expenses)
                
                
                3,351,881
                
                
                
                (1,666,094
                )Income
      (loss) before income taxes
                
                
                1,791,875
                
                
                
                (1,660,529
                )Foreign
      taxes
                
                
                28,078
                
                
                
                269,600Net
      Income (loss)
                
                
                1,763,797
                
                
                
                (1,930,129
                )Less:
      Net income (loss) attributable to the noncontrolling
    interest
                
                
                (507,412
                )
                
                
                156,489Net
      income (loss) attributable to China Logistics Group, Inc.
                
                $
                2,271,209
                
                
                $
                (2,086,618
                )Earnings
      (loss) per common share:Basic
                
                $
                0.07
                
                
                $
                (0.08
                )Diluted
                
                $
                0.06
                
                
                $
                (0.08
                )Weighted
      average number of shares outstanding:Basic
                
                
                34,508,203
                
                
                
                26,823,216Diluted
                
                
                39,008,203
                
                
                
                26,823,216
 See notes
to consolidated financial statements.
  F -
3
  CHINA
LOGISTICS GROUP, INC. AND SUBSIDIARIES
 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY
 FOR
THE YEARS ENDED DECEMBER 31, 2009 AND 2008
 
 China
      Logistics Group, Inc. Shareholders' EquityAccumulatedAdditional
                
                
                
                OtherPreferred
      A Stock
                
                Preferred
      B Stock
                
                Common
      Stock
                
                Paid-In
                
                Accumulated
                
                Comprehensive
                
                Noncontrolling
                
                ComprehensiveShares
                
                Amount
                
                Shares
                
                Amount
                
                Shares
                
                Amount
                
                Capital
                
                Deficit
                
                Loss
                
                Interest
                
                Income
      (loss)
                
                TotalBalance
      December 31, 2007
                
                1,000,000
                
                $
                1,000
                
                1,295,000
                
                $
                1,295
                
                4,999,350
                
                $
                4,999
                
                $
                12,927,625
                
                $
                (16,042,873
                )
                $
                (226,390
                )
                $
                601,028
                
                $
                -
                
                $
                (2,733,316
                )Convertible
      note payable to related party converted to capital to
    capital
                
                -
                
                
                -
                
                -
                
                
                -
                
                2,864,606
                
                
                2,865
                
                
                2,518,514
                
                
                -
                
                
                -
                
                
                -
                
                
                
                
                
                2,521,379Conversion
      of Seiries A Preferred to common stock
                
                (1,000,000
                )
                
                (1,000
                )
                -
                
                
                -
                
                2,500,000
                
                
                2,500
                
                
                (1,500
                )
                
                -
                
                
                -
                
                
                -
                
                
                
                
                
                -Conversion
      of Seiries 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
                
                
                -
                
                
                -
                
                
                -
                
                
                
                
                
                448,985Private
      placement
                
                -
                
                
                -
                
                -
                
                
                -
                
                15,113,000
                
                
                15,113
                
                
                3,344,075
                
                
                -
                
                
                -
                
                
                -
                
                
                
                
                
                3,359,188Net
      loss
                
                -
                
                
                -
                
                -
                
                
                -
                
                -
                
                
                -
                
                
                -
                
                
                (2,086,618
                )
                
                -
                
                
                156,489
                
                
                (1,930,129
                )
                
                (1,930,129
                )Other
      comprehensive income, net of tax:Unrealized
      gain on foreign currency translation adjustment
                
                -
                
                
                -
                
                -
                
                
                -
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                38,895
                
                
                37,369
                
                
                76,264
                
                
                76,264Other
      comprehensive income
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                76,264
                
                
                76,264Comprehensive
      income
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (1,853,865
                )
                
                (1,853,865
                )Balance
      December 31, 2008
                
                -
                
                
                -
                
                450,000
                
                
                450
                
                34,508,203
                
                
                34,508
                
                
                19,229,513
                
                
                (18,129,491
                )
                
                (187,495
                )
                
                794,886
                
                
                
                
                
                1,742,371Cumulative
      effect of a change in accounting principle - adoption of FASB ASC 825
      effective January 1, 2009
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (2,172,310
                )
                
                (3,683,422
                )
                
                
                
                
                
                
                
                
                
                
                (5,855,732
                )Net
      income
                
                -
                
                
                -
                
                -
                
                
                -
                
                -
                
                
                -
                
                
                -
                
                
                2,271,210
                
                
                -
                
                
                (507,412
                )
                
                1,763,798
                
                
                1,763,798Other
      comprehensive income, net of tax:Unrealized
      gain on foreign currency translation adjustment
                
                -
                
                
                -
                
                -
                
                
                -
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                8,990
                
                
                8,636
                
                
                17,626
                
                
                17,626Other
      comprehensive income
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                17,626
                
                
                17,626Comprehensive
      income
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                1,781,424
                
                
                1,781,424Balance
      December 31, 2009
                
                -
                
                $
                -
                
                450,000
                
                $
                450
                
                34,508,203
                
                $
                34,508
                
                $
                17,057,203
                
                $
                (19,541,704
                )
                $
                (178,505
                )
                $
                296,110
                
                
                
                
                $
                (2,331,937
                )
 
 See notes
to consolidated financial statements.
  F -
4
  CHINA
LOGISTICS GROUP, INC.
 AND
SUBSIDIARIES
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 FOR
THE YEARS ENDED DECEMBER 31, 2009 AND 2008
 
 For
      the Year EndedDecember
      31,2009
                
                
                2008CASH
      FLOWS FROM OPERATING ACTIVITIES:
                
                
                
                
                RestatedNet
      income (loss)
                
                $
                1,763,797
                
                
                $
                (1,930,129
                )Adjustments
      to reconcile net income (loss) to net cash used in operating
      activities:Depreciation
      expense
                
                
                16,002
                
                
                
                35,438Allowance
      for doubtful accounts
                
                
                842,128
                
                
                
                (330,439
                )Change
      in fair value of derivative liability
                
                
                (3,320,227
                )
                
                
                -Registration
      rights penalty
                
                
                -
                
                
                
                1,597,000Changes
      in assets and liabilities:(Increase)
      decrease  in accounts receivable
                
                
                (1,026,946
                )
                
                
                723,098Decrease
      in accounts receivable - related party
                
                
                -
                
                
                
                7,000Increase
      in prepaid expenses and other current assets
                
                
                (802,220
                )
                
                
                114(Decrease)
      increase  in accounts payable
                
                
                980,958
                
                
                
                (1,856,023
                )Increase
      (decrease) in other accruals and current liabilities
                
                
                388,623
                
                
                
                (338,148
                )(Decrease)
      increase in taxes payable
                
                
                (16,114
                )
                
                
                (1,220
                )Increase
      in advances to vendors
                
                
                (116,552
                )
                
                
                -(Decrease)
      increase in advances from customers
                
                
                (657,925
                )
                
                
                449,848NET
      CASH USED IN OPERATING ACTIVITIES
                
                
                (1,948,476
                )
                
                
                (1,643,461
                )CASH
      FLOWS FROM INVESTING ACTIVITIES:Capital
      expenditures
                
                
                (11,606
                )
                
                
                (37,246
                )Advances
      to related parties
                
                
                -
                
                
                
                (6,998
                )Collection
      of repayments of advances to related parties
                
                
                71,400
                
                
                
                -NET
      CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
                
                
                59,794
                
                
                
                (44,244
                )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      convertible note payable - related party
                
                
                -
                
                
                
                148,200Repayment
      of short-term financing
                
                
                -
                
                
                
                (12,633
                )Proceeds
      from 2008 unit offering private placement
                
                
                -
                
                
                
                3,778,2502008
      unit offering private placement expenses
                
                
                -
                
                
                
                (420,863
                )Advances
      from related parties
                
                
                458,255
                
                
                
                256,879Repayment
      of advances from related parties
                
                
                (22,726
                )
                
                
                (105,794
                )NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                
                
                435,529
                
                
                
                3,644,039EFFECT
      OF EXCHANGE RATE ON CASH
                
                
                17,629
                
                
                
                78,423NET
      INCREASE (DECREASE)  IN CASH
                
                
                (1,435,524
                )
                
                
                2,034,757CASH  -
      beginning of year
                
                
                3,156,362
                
                
                
                1,121,605CASH
      - end of year
                
                $
                1,720,838
                
                
                $
                3,156,362SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Cash
      paid during the period for foreign taxes
                
                $
                241,522
                
                
                $
                34,524Convertible
      note payable converted to common stock -related party
                
                $
                -
                
                
                $
                2,521,380Accrued
      compensation converted to common stock - related party
                
                $
                -
                
                
                $
                448,985
  See notes
to consolidated financial statements.
  F -
5
 CHINA
LOGISTICS GROUP, INC AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 and 2008
  NOTE 1 – SUMMARY OF BUSINESS AND
ORGANIZATION
 
 History
of Company
 
 China
Logistics Group, Inc. (“we”, “us”, “our” or the “Company”) is a Florida
corporation and was incorporated on March 19, 1999 under the name of
ValuSALES.com, Inc. we changed our name to Video Without Boundaries, Inc. on
November 16, 2001. On August 31, 2006 we changed our name from Video
Without Boundaries, Inc. to MediaREADY, Inc. and on February 14, 2008, we
changed our name from MediaREADY, Inc. to China Logistics Group,
Inc.
 
 During
2002, we began to reposition our company within the home entertainment
media-on-demand marketplace.  It was our intent to become a producer
and distributor of interactive consumer electronics and provide streaming
digital media and video on demand services. However, we were unable to
successfully or profitably penetrate the market.
 
 On
December 31, 2007 we entered into an acquisition agreement with Shandong Jiajia
International Freight and Forwarding Co., Ltd. (“Shandong Jiajia”) and its sole
shareholders Messrs. Hui Liu and Wei Chen, through which we acquired a 51%
interest in Shandong Jiajia. The transaction was accounted for as a capital
transaction, implemented through a reverse recapitalization.
 
 Shandong
Jiajia, formed in 1999 as a Chinese limited liability company, is an
international freight forwarder and logistics management company and acts as an
agent for international freight and shipping companies. Shandong Jiajia sells
cargo space and arranges land, maritime, and air international transportation
for clients seeking to import or export merchandise into or from
China.  Shandong Jiajia has branches in Shanghai, Qingdao, Xiamen,
Tianjin and Lianyungang with an additional sales office in Rizhao. Shandong
Jiajia is a designated agent of cargo carriers including Nippon Yusen Kaisha,
P&O Nedlloyd, CMA CGM Group, Safmarine Container Lines, and Regional
Container Lines.
 
 Reverse
recapitalization transaction
 
 On
December 31, 2007 we entered into an acquisition agreement with Shandong
Jiajia and its sole shareholders Messrs. Hui Liu and Wei Chen, through
which we acquired a 51% interest in Shandong Jiajia. At closing, we issued
Messrs. Liu and Chen an aggregate of 1,000,000 shares of our Series A
Convertible Preferred Stock and agreed to contribute $2,000,000 to increase the
registered capital of Shandong Jiajia subject to:
 
 •
              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.
 
 Under the
terms of an assumption agreement dated December 31, 2007 and as contemplated by
the terms of the acquisition agreement for Shandong Jiajia, Mr. David Aubel, a
principal shareholder of our company, agreed to personally assume contingent
liabilities in the aggregate amount of $1,987,895 which may result from a stock
purchase agreement we entered into in August, 2004 with Graphics Distribution,
Inc. Mr. Aubel’s agreement to assume this liability was the result of
negotiations preceding the execution of the acquisition agreement for Shandong
Jiajia as Messrs. Liu and Chen were unwilling to proceed with the transaction if
the company remained exposed to the potential liability related to the Graphics
Distribution, Inc. stock purchase agreement.  In addition, the
acquisition agreement contemplated that the accrued compensation and convertible
note payable-related party included in our current liabilities at September 30,
2007 would be converted into shares of our common stock at conversion rates of
$0.72 and $0.80 per share (post 1:40 reverse stock split).  At the
time of the agreement we did not have sufficient authorized but unissued shares
of our common stock to provide for the conversion of these liabilities,
respectively, resulting in the issuance of approximately 3,445,853 shares of our
common stock. Included in these liabilities which were to be converted was
approximately $419,000 of accrued compensation due Mr. Jeffrey Harrell, our
former CEO and President, and approximately $2,521,380 due to Mr. David Aubel
under a convertible note and a loan. Effective on the close of business on March
11, 2008 we amended our articles of incorporation to increase our authorized
capital which provided sufficient shares to permit these
conversions.
 
 As
contemplated by the acquisition agreement for Shandong Jiajia, on March 20, 2008
we entered into a conversion agreement with Mr. Jeffrey Harrell, then our CEO
and President, who converted $448,985 of accrued compensation due him into
581,247 shares of our common stock at an effective conversion price of $0.77245
per share.  In addition and as also contemplated by the terms of the
acquisition agreement for Shandong Jiajia, on March 20, 2008 we entered into a
conversion agreement with Mr. Aubel whereby he converted the $2,521,380 loan due
him by us into 2,864,606 shares of our common stock at an effective conversion
price of $0.88 per share.
  F -
6
 CHINA
LOGISTICS GROUP, INC AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 and 2008
  The
effective conversion price on the date we entered into the conversion agreements
with Mr. Aubel was greater than the fair market value of our common stock on the
date of the agreement which was $0.85 per share.  The variance
resulted from a decline in the trading price of our common stock from December
31, 2007 when the conversion rates were informally agreed to with Mr. Aubel and
the actual dates of conversion.
 
 The
number of shares issued to Mr. Aubel was established in the December 31, 2007
Shandong Jiajia acquisition agreement and was derived from the September 30,
2007 liability reflected on our books owed to Mr. Aubel in the amount of
$2,291,685 divided by an agreed upon prior to the 1 for 40 reverse stock split
price of $0.02 per share ($2,291,685/$0.02 per share/40 = 2,864,606
shares).
 
 As of the
settlement date in March 2008, Mr. Aubel was owed $2,521,380 by us, an increase
in the amount owed from September 30, 2007 resulting from additional advances
made by Mr. Aubel, reduced by the issuance of 10,000,000 shares during the
interim period.  The final conversion price of Mr. Aubel’s note was
$0.88 per share, resulting from the final note balance of $2,521,380 divided by
an agreed upon fixed number of shares of 2,864,606 ($2,521,379/2,864,606 =$0.88
per share).  The fair market value of our common stock on March 31,
2008 was $0.85 per share.  We are evaluating any rights we may have to
seek damages against Mr. Aubel as a result of the uncertainty as to the validity
of the amount of his note. See “Legal Proceedings” appearing elsewhere in this
report.
 
 In
connection with the reverse recapitalization transaction with Shandong Jiajia,
we issued Capital One Resource Co., Ltd. 450,000 shares of Series B Convertible
Preferred Stock valued at $3,780,000, and Mr. Weidong Wang 35,000 shares of
Series B Convertible Preferred Stock valued at $294,000, as compensation for
their assistance in the transaction. In addition, we agreed to issue an
aggregate of 352,500 shares of Series B Convertible Preferred Stock valued at
$2,961,000 to Dragon Venture (Shanghai) Capital Management Co., Ltd. as finder's
fees. Dragon Venture (Shanghai) Capital Management Co., Ltd. is a subsidiary of
Dragon Capital Group Corp. (Pink Sheets: DRGV). Mr. Lawrence Wang, the CEO
of Dragon Capital Group Corp., is the brother of Dr. James Wang, the CEO of
China Direct Industries, Inc. China Direct Industries, Inc. owns approximately
20% of the issued and outstanding shares Dragon Capital Group
Corp.  In January 2008 we amended the finder’s agreement with Dragon
Venture (Shanghai) Capital Management Co., Ltd. to reduce the fee to 240,000
shares of Series B Convertible Preferred Stock which were valued at
$2,016,000.  Finally, we were obligated to issue China Direct
Industries, Inc. an additional 450,000 shares of our Series B Convertible
Preferred Stock valued at $3,780,000 as compensation for its services under the
terms of the December 31, 2007 consulting agreement which were to be issued
prior to June 30, 2008.
 
 On
January 28, 2008 the acquisition agreement was amended to provide additional
consideration to the minority owners of Shandong Jiajia, Mr. Liu and Mr.
Chen.  Upon their instructions, we issued Mr. Chen 120,000 shares of
our Series B Convertible Preferred Stock with a fair value of $960,000 and three
year purchase warrants to purchase an additional 2,000,000 shares of our common
stock at an exercise price of $0.30 per share with a fair value of
$480,000.  We agreed to pay the minority owners of Shandong Jiajia the
additional consideration at their request because they believed that the
purchase price we paid for our interest in Shandong Jiajia was more favorable to
us.  We determined that it would be in our long-term best interests to
agree to the request, particularly as the operations of Shandong Jiajia
represented all of our business and operations following the
transaction.
 
 The
purchase warrants to purchase 2,000,000 shares of our common stock were treated
as a liability as of the end of December 31, 2007 due to a lack of sufficient
authorized shares.  This portion of the additional consideration was
later reclassified to equity during the three-month period ending March 31, 2008
as the proper shareholder approval was obtained to amend the Company’s articles
of incorporation to increase in the number of shares of authorized common stock
and a reverse stock split, among other things, on February 11, 2008, which such
action was effective on March 11, 2008.
 
 The
finder’s fees and consulting fees were incremental to the transaction and
payable contingent upon closing.  Accordingly, these fees were
classified as directly related to the acquisition.  All transactions
related fees were determined through arms length negotiations between the
parties.
  F -
7
 CHINA
LOGISTICS GROUP, INC AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 and 2008
  
 NOTE
2- RESTATEMENT OF FINANCIAL STATEMENTS
 
 The
December 31, 2008 financial statements included in our Form 10-K filed on May
18, 2009, contained errors including the method of recording the reverse
recapitalization transaction with Shandong Jiajia completed on December 31,
2007.  Accordingly, our consolidated balance sheet at December 31,
2008, which is included in this report, has been restated to properly record the
transaction. The effect of correcting these errors in our balance sheet at
December 31, 2008 was as follows:
 
 December
      31, 2008Balance Sheet
      Data
              
              As
      filed
              
              
              Adjustment
      to Restate
              
              
              RestatedEquity:China
      Logistics Group, Inc. shareholders’ equitySeries
      B Convertible Preferred Stock- 450,000 shares issued  and
      outstanding at December 31, 2008
              
              $
              450
              
              
              $
              -
              
              
              $
              450Common
      Stock, $0.001 par value,  500,000,000 shares authorized,
      34,508,203 shares issued and outstanding December 31,
      2008
              
              
              34,508
              
              
              
              -
              
              
              
              34,508Additional
      Paid-in-capital
              
              
              3,572,042
              
              
              
              15,657,471
              
              
              
              19,229,513Accumulated
      Deficit
              
              
              (2,472,020)
              
              
              
              (15,657,471)
              
              
              
              (18,129,491)Accumulated
      other comprehensive income loss
              
              
              (187,495)
              
              
              
              -
              
              
              
              (187,495)Total
      China Logistics Group, Inc. shareholders’ equity
              
              
              947,485
              
              
              
              -
              
              
              
              947,485Noncontrolling
      interest
              
              
              794,886
              
              
              
              -
              
              
              
              794,886Total
      equity
              
              $
              1,742,371
              
              
              $
              -
              
              
              $
              1,742,371
 
 Additionally,
the Company has restated and expanded the disclosure in the Consolidated
Statement of Cash Flows-Cash Flows from financing activities to better describe
advances from, and repayments of advances from related parties.
 
 Components
of this restatement include:
 
 December
      31, 2008Consolidated Statements of
      Cash Flows Data
              
              As
      filed
              
              
              Adjustment
      to Restate
              
              
              RestatedCash
      flows from financing activities:Proceeds
      from 2008 Unit Offering
              
              $
              3,778,250
              
              
              $
              -
              
              
              $
              3,778.2502008
      Unit Offering expenses
              
              
              (420,863
              )
              
              
              -
              
              
              
              (420,863
              )Proceeds
      from convertible note payable-related party
              
              
              -
              
              
              
              148,200
              
              
              
              148,200Repayment
      of short-term financing
              
              
              (12,633
              )
              
              
              -
              
              
              
              (12,633
              )Advances
      from related parties
              
              
              299,285
              
              
              
              (42,406
              )
              
              
              256,879Repayments
      of advances from related parties
              
              
              -
              
              
              
              (105,794
              )
              
              
              (105,794
              )Net
      cash provided by financing activities
              
              $
              3,644,039
              
              
              $
              -
              
              
              $
              3,644,039
 
 NOTE
3 – GOING CONCERN
 
 The
accompanying consolidated financial statements have been prepared on a going
concern basis. The Company has generated minimal revenue since its inception
until it acquired a 51% interest in Shandong Jiajia in December 2007. The
Company’s ability to continue as a going concern is dependent upon the Company’s
ability to obtain the necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when they become due, to
fund possible acquisitions, and to generate profitable operations in the
future.
 
 These
matters, among others, raise substantial doubt about the Company’s ability to
continue as a going concern. These financial statements do not include any
adjustments to the amounts and classification of assets and liabilities that may
be necessary should the Company be unable to continue as a going
concern.
 
 As a
result of the weak global economy, the demand for exported Chinese products has
also declined, resulting in a significant drop in the demand for our freight and
transport services.  In response to the sharp decline in our revenues,
we plan to reduce the controllable portions of our cost of sales where
possible. While there can be no assurance, we anticipate these efforts to result
in a positive gross profit in the upcoming fiscal year.  We believe
our cost reduction program can have the desired result and should assist to
return the Company to a positive cash flow position, even at the reduced revenue
levels which we anticipate for the foreseeable future.
  F -
8
 CHINA
LOGISTICS GROUP, INC AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 and 2008
 
 If our
cost reduction efforts related to our cost of sales are not successful to a
level which enables us to generate sufficient cash flows from operations to fund
our needs we may need to raise additional working capital.  We do not
have any commitments for any additional capital and both the terms of our 2008
Unit Offering which contain certain restrictive covenants and the overall
softness of the capital markets could hinder our efforts. In that event, it
would be necessary for us to take additional steps to further reduce our
operating expenses including personnel reductions and the possible consolidation
of our offices.  We believe this cost containment approach is a viable
response to the current market conditions and, coupled with our cash on-hand,
should allow us to maintain our operations for the foreseeable
future.
 
 NOTE
4 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
 
 Basis
of presentation
 
 The
accompanying consolidated financial statements include our accounts and our 51%
owned subsidiary, Shandong Jiajia. Intercompany transactions and balances have
been eliminated in consolidation.  All share and per share information
contained in this report gives retroactive effect to the 1 for 40 reverse stock
split of our outstanding common stock effective at the close of business on
March 11, 2008.
 
 The
capital structure of the combined enterprise following the reverse
recapitalization transaction, effective December 31, 2007 is the historical
equity of the accounting acquirer (Shandong Jiajia) prior to the transaction
retroactively restated to reflect the number of shares received in the
transaction.
 
 Revenue
Recognition
 
 We
provide freight forwarding services generally under contract with our
customers.  Our business model involves placing our customers’ freight
on prearranged contracted transport.
 
 We follow
the guidance of the Securities and Exchange Commission’s Staff Accounting
Bulletin No. 104 in our revenue recognition policy.  In general, we
record revenue when persuasive evidence of an arrangement exists, services have
been rendered or product delivery has occurred, the sales price to the customer
is filed or determinable, and collectability is reasonably assured.
 
 Typically
our recognition of revenue is determined by our shipment/payment terms as
follows:
 
 •
              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 CFR (cost and freight cost), or•
              When
      the merchandise arrives at the destination port if the trade pricing terms
      are FOB (free on board)
destination.
 
 The
Company recognizes direct shipping costs concurrently with the recognition of
the related revenue for each shipment.  Essentially, the costs, which
are isolated by billings as the Company does not own the containers, ships,
etc., are readily matched to the related billings.
 
 Use
of Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions, including estimates of the allowance for doubtful
accounts stock based compensation, and derivative liability that affect the
reported amount of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements. Estimates also affect
the reported amounts of revenue and expenses during the reported
period.
 
 Significant
estimates for the periods reported include the allowance for doubtful accounts
which is based on an evaluation of our outstanding accounts receivable including
the age of amounts due, the financial condition of our specific customers,
knowledge of our industry segment in Asia, and historical bad debt
experience.  This evaluation methodology has proved to provide a
reasonable estimate of bad debt expense in the past and we intend to continue to
employ this approach in our analysis of collectability.  However, we
are aware that given the varying recovery levels of our customers from the
recent global economic situation meaningful time horizons may
change.  We have enhanced our focus on the evaluation of our
customers' sustainability and adjusted our estimates as indicted by the increase
in bad debt expense in 2009.
  F -
9
 CHINA
LOGISTICS GROUP, INC AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 and 2008
 
 The
recovery of bad debt recognized in 2008 reflected an adjustment in our estimate
of bad debt expense reflected in the allowance account. This credit did not stem
from the recovery of a previously written-off account or accounts.  It
had been our policy to reserve for bad debt expense based principally on the age
of our receivables. Experience proved we had over-reserved and an adjustment was
indicated.
 
 We also
rely on certain assumptions when deriving the fair value of share-based
compensation, derivative liability and calculations underlying our provision for
taxes in China.  Assumptions and estimates employed in the areas are
material to our reported financial conditions and results of
operations.  Actual results could differ from these
estimates.
 
 Stock
Based Compensation
 
 We
account for stock options issued to employees by measuring the grant-date fair
value of stock options and other equity based compensation issued to employees
and recognize the costs in the financial statements over the period during which
the employees are required to provide services.
 
 Earnings
(Losses) Per Share
 
 Basic per
share results for all periods presented were computed based on the net earnings
(loss) for the periods presented. The weighted average number of common shares
outstanding during the period was used in the calculation of basic earnings per
share. Diluted earnings per share reflects the potential dilution that could
occur if securities were exercised or converted into common stock or other
contracts to issue common stock resulting in the issuance of common stock that
would then share in our income subject to anti-dilution
limitations.
 
 Cash
and Cash Equivalents
 
 The
Company considers all highly liquid investments with original maturities of
three months or less to be cash equivalents. The carrying value of these
instruments approximates fair value.
 
 Concentration
of Credit Risk
 
 Financial
instruments that potentially subject us to concentration of credit risk consist
primarily of cash and accounts receivable. We place our cash with high quality
financial institutions in the United States and China. At December 31, 2009, we
had deposits of $1,710,083 in banks in China. In China, there is no equivalent
federal deposit insurance as in the United States; as such these amounts held in
banks in China are not insured. We have not experienced any losses in such bank
accounts through December 31, 2009.
 
 Accounts
Receivable
 
 The
Company provides an allowance for doubtful accounts equal to the estimated
uncollectible portion of accounts receivable. This estimate is based on the
historical collection experience and a review of the current status of trade
receivables. There is no set threshold amount or age for accounts receivable
write-offs; any decision is made by senior management on an account-by-account
basis.  The allowance for doubtful accounts totaled $1,306,403 and
$464,275 at December 31, 2009 and December 31, 2008,
respectively.
  F -
10
 CHINA
LOGISTICS GROUP, INC AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 and 2008
 
 Other
receivables
 
 Other
receivables at December 31, 2009 were $1,100,662 and is comprised of advances to
other entities with which we have a strategic or other business relationship, a
deposit we made as required by a Chinese court for potential payment to a former
customer in the event we are unsuccessful in a lawsuit we filed against our
former customer for amounts owed to us, and deferred expenses.  The
amounts advanced to our strategic partners are unsecured, repayable on demand,
and bear no interest.  We also advance money to employees for business
trips which are then subsequently expensed upon processing of an expense
report.  The components of other receivables at December 31, 2009 and
December 31, 2008 was as follows:
 
 December
      31, 2009
              
              
              December
      31, 2008(Restated)Loans
      receivable
              
              $
              960,215
              
              
              $
              229,742Legal
      deposit
              
              
              -
              
              
              
              38,662Deferred
      expense
              
              
              131,366
              
              
              
              23,561Other
              
              
              9,081
              
              
              
              6,477$
              1,100,662
              
              
              $
              298,442
 
 Advance
to Vendors and other prepaid expenses
 
 Advances
to vendors consist of prepayments or deposits from us for contracted shipping
arrangements that has not been utilized to ship cargo used by our
customers.  These amounts are recognized as cost of revenues as
shipments are completed and customers utilize the shipping
arrangement.  This policy follows the matching principle to match the
cost of revenue in the same period as when the associated revenue is earned in
accordance with our revenue recognition policy.  Advances to vendors
totaled $145,590 at December 31, 2009 and $0 at December 31, 2008.
 
 Prepaid
expenses consist of prepayments for goods and services used in the ordinary
course of business.  Prepaid expenses totaled $468 at December 31,
2009 and $29,510 at December 31, 2008.
 
 Property
and Equipment
 
 We
periodically evaluate the carrying value of long-lived assets to be held and
used in the business, other than assets held for sale when events and
circumstances warrant, generally in conjunction with the annual business
planning cycle. If the carrying value of a long-lived asset is considered
impaired, a loss is recognized based on the amount by which the carrying value
exceeds the fair market value for assets to be held and used. Fair market value
is determined primarily using the anticipated cash flows discounted at a rate
commensurate with the risks involved. Long-lived assets to be disposed of other
than by sale are considered held and used until disposed. There was no
impairment recognized during the year ended December 31, 2009 or
2008.
 
 Accruals
and other current liabilities
 
 Accruals
and other current liabilities at December 31, 2009 were $535,576 and is
comprised of of i) payables due to non-interest bearing payable on demand
advances from unrelated parties used for working capital purposes, ii) accruals
for professional fees that have not yet been billed, rent, and other operating
expenses, and iii) in accrued salaries.  The components of accruals
and other current liabilities at December 31, 2009 and December 31, 2008 was as
follows:
 
 December
      31, 2009
              
              
              December
      31, 2008(Restated)Loans
      payable
              
              $
              289,603
              
              
              $
              -Accruals
              
              
              193,306
              
              
              
              146,953Accrued
      salaries
              
              
              52,667
              
              
              
              -$
              535,576
              
              
              $
              146,953
 
  F -
11
 CHINA
LOGISTICS GROUP, INC AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 and 2008
  Advances
from Customers
 
 Advances
from customers consist of prepayments to us for contracted cargo that has not
yet been shipped to the recipient and for other advance deposits. These amounts
are recognized as revenue as shipments are completed and customers take delivery
of goods, in compliance with the related contract and our revenue recognition
policy. Advances from customers totaled $475,358 and $1,133,283, at December 31,
2009 and December 31, 2008, respectively.
 
 Derivative
Liability
 
 We issued a total of 31,558,500 common
stock purchase warrants in connection with our 2008 Unit Offering comprised of
16,445,500 Class A warrants exercisable at $0.35 per share and 15,113,000 Class
B warrants exercisable at $0.50 per share.  Other than the exercise
price of the warrants, the terms of the Class A and Class B warrants are
identical and expire April 30, 2013.  The exercise price of the
warrants and the number of shares issuable upon exercise is subject to reset
adjustment in the event of stock splits, stock dividends, recapitalization and
similar corporate events.  If we issue or sell shares of our common
stock after the 2008 Unit Offering for an amount less than the original exercise
price per share, the exercise price of the warrants is reduced to equal the new
issuance price of those shares.
 
 Upon our retroactive adoption of the
Derivative and Hedging Topic of the FASB Accounting Standards Codification (“ASC
815”) on January 1, 2009, we determined that the warrants did not qualify
for a scope exception under ASC 815 as they were determined to not be indexed to
our stock as prescribed by ASC 815.  Retroactively effective January
1, 2009, the warrants, under ASC 815, were reclassified from equity to a
derivative liability for the then relative fair market value of $5,855,732 and
marked to market.  The value of the warrants increased by $3,683,422
from the warrants issuance date to the adoption date of ASC 815, January 1,
2009.  As of January 1, 2009, the cumulative effect in adopting ASC
815 was a reduction to additional paid in capital of $2,172,310 to reclassify
the warrants from equity to derivative liability and a decrease in retained
earnings of $3,683,422 as a cumulative effect of a change in accounting
principle to reflect the change in the value of the warrants between their
issuance date and January 1, 2009.  For the year ended December 31,
2009, we recorded a gain on change in fair value of derivative liability of
$3,320,227 to mark to market for the decrease in fair value of the warrants
during the year ended December 31, 2009.  Under ASC 815, the warrants
will be carried at fair value and adjusted at each reporting
period.
 
 The Company determined the fair value
of the warrants at each reporting date using the Black Scholes Option Pricing
Model based on the following assumptions and key inputs for each Class of
warrants and reporting date:
 
 Class
      A Warrants
              
              
              Class
      B WarrantsJanuary
      1, 2009
              
              
              December
      31, 2009
              
              
              January
      1, 2009
              
              
              December
      31, 2009Dividend
      Yield
              
              
              0
              %
              
              
              0
              %
              
              
              0
              %
              
              
              0
              %Volatility
              
              
              231
              %
              
              
              284
              %
              
              
              231
              %
              
              
              284
              %Risk
      Free Rate
              
              
              1.00
              %
              
              
              1.43
              %
              
              
              1.00
              %
              
              
              1.43
              %Expected
      Term
              
              
              4.33
              
              
              
              3.33
              
              
              
              4.33
              
              
              
              3.33Asset
      Price
              
              $
              0.19
              
              
              $
              0.08
              
              
              $
              0.19
              
              
              $
              0.08Exercise
      Price
              
              $
              0.35
              
              
              $
              0.35
              
              
              $
              0.50
              
              
              $
              0.50
 
  F -
12
 CHINA
LOGISTICS GROUP, INC AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 and 2008
  Foreign
Currency Translation
 
 The
accompanying consolidated financial statements are presented in United States
dollars. The functional currency of Shandong Jiajia is the Renminbi (“RMB”), the
official currency of the People’s Republic of China.  Transactions and
balances initially recorded in RMB are converted into U.S. dollars and the
resultant unrealized gains and losses on foreign currency conversion are
included in determining comprehensive income or loss. Capital accounts of the
unaudited consolidated financial statements are translated into United States
dollars from RMB at their historical exchange rates when the capital
transactions occurred. Assets and liabilities are translated at the exchange
rates as of the balance sheet date. Income and expenditures are translated at
the average exchange rate for the period presented.
 
 The RMB
is not freely convertible into foreign currency and all foreign exchange
transactions must take place through PRC authorized institutions. No
representation is made that the RMB amounts could have been, or could be,
converted into U.S. dollars at the rates used in translation.
 
 Unless
otherwise noted, the rate presented below per U.S. $1.00 the interbank rate as
quoted by OANDA Corporation (www.oanda.com)
contained in our consolidated financial statements.  Translations do
not imply that the RMB amounts actually represent, or have been or could be
converted into, equivalent amounts in U.S. dollars.  Translation of
amounts from RMB into United States dollars (“US$”) has been made at the
following exchange rates for the respective periods:
 
 December
      31, 2009
              
              
              December
      31, 2008Balance
      sheet
              
              
              6.8372
              
              
              
              6.8542Statement
      of operations
              
              
              6.8409
              
              
              
              6.9623
 
 Noncontrolling
Interest
 
 Noncontrolling
interests in our subsidiary are recorded as a component of our equity, separate
from the parent’s equity.  Purchase or sale of equity interests that
do not result in a change of control are accounted for as equity
transactions.  Results of operations attributable to the
noncontrolling interest are included in our consolidated results of operations
and, upon loss of control, the interest sold, as well as interest retained, if
any, will be reported at fair value with any gain or loss recognized in
earnings.
 
 Income
Taxes
 
 We follow
the asset and liability method of accounting for taxes.  Deferred tax
assets and liabilities are recognized for the future tax consequences attributed
to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax base. 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. 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. If it is more likely than not that some portion of a deferred
tax asset will not be realized, a valuation allowance is
recognized.
 
 We
evaluate whether tax position taken by a company will more likely than not be
sustained upon examination by the appropriate taxing authority. We have
concluded that we have not taken any uncertain tax positions on any of its open
income tax returns that would materially distort its financial statements. The
Company’s methods of accounting are based on established income tax principles
approved in the Internal Revenue Code (IRC) and are properly calculated and
reflected within its income tax returns.
 
 The
Company periodically reassesses the validity of its conclusions regarding
uncertain income tax positions to determine if facts or circumstances have
arisen that might cause the Company to change its judgment regarding the
likelihood of a tax position’s sustainability under audit. The impact of this
reassessment for the years ended December 31, 2009and 2008 did not have any
impact on its results of operations, financial conditions or
liquidity.
  F -
13
 CHINA
LOGISTICS GROUP, INC AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 and 2008
 
 Recent
Accounting Pronouncements
 
 In June
2008, the FASB ratified changes to Derivative and Hedging Topic of the FASB ASC
815 or EITF Issue No. 07-5,Determining Whether an Instrument (or and Embedded Feature) Is Indexed to ad
Entity’s Own Stock.   EITF No. 07-5 provides that an entity
should use a two step approach to evaluate whether an entity-linked financial
instrument (or embedded feature) is indexed to its own stock, including
evaluating the instrument’s contingent exercise and settlement
provisions.  It also clarifies on the impact of foreign currency
denominated strike prices and market-based employee stock option valuation
instruments on the evaluation.  EITF No. 07-5 is effective for fiscal
years beginning after December 15, 2008.  The adoption of EITF No.
07-5 did have a material effect on our consolidated financial statements and
resulted in a restatement of these financial statements to recognize a
derivative liability of approximately $2.5 million at December 31,
2009.
 
 In
June 2009, the FASB approved the “FASB Accounting Standards Codification”
(the “Codification”) as the single source of authoritative nongovernmental U.S.
GAAP to be launched on July 1, 2009.  The Codification does not
change current U.S. GAAP, but is intended to simplify user access to all
authoritative U.S. GAAP by providing all the authoritative literature related to
a particular topic in one place.  All existing accounting standard
documents will be superseded and all other accounting literature not included in
the Codification will be considered non-authoritative. The Codification is
effective for interim and annual periods ending after September 15,
2009.
 
 In
August 2009, the FASB issued the FASB Accounting Standards Update No.
2009-04 “Accounting for
Redeemable Equity Instruments - Amendment to Section 480-10-S99” which
represents an update to section 480-10-S99, distinguishing liabilities from
equity, per EITF Topic D-98, Classification and Measurement of
Redeemable Securities.  The Company does not expect the
adoption of this update to have a material impact on its consolidated financial
position, results of operations or cash flows.
 
 In
August 2009, the FASB issued the FASB Accounting Standards Update No.
2009-05 “Fair Value
Measurement and Disclosures Topic 820 – Measuring Liabilities at Fair
Value”, which provides amendments to subtopic 820-10, Fair Value
Measurements and Disclosures – Overall, for the fair value measurement of
liabilities.  This update provides clarification that in circumstances
in which a quoted price in an active market for the identical liability is not
available, a reporting entity is required to measure fair value using one or
more of the following techniques: 1. A valuation technique that uses: a. The
quoted price of the identical liability when traded as an asset b. Quoted prices
for similar liabilities or similar liabilities when traded as assets. 2. Another
valuation technique that is consistent with the principles of topic 820; two
examples would be an income approach, such as a present value technique, or a
market approach, such as a technique that is based on the amount at the
measurement date that the reporting entity would pay to transfer the identical
liability or would receive to enter into the identical liability. The amendments
in this update also clarify that when estimating the fair value of a liability,
a reporting entity is not required to include a separate input or adjustment to
other inputs relating to the existence of a restriction that prevents the
transfer of the liability. The amendments in this update also clarify that both
a quoted price in an active market for the identical liability when traded as an
asset in an active market when no adjustments to the quoted price of the asset
are required are Level 1 fair value measurements.  We do
not expect the adoption of this update to have a material impact on its
consolidated financial position, results of operations or cash
flows.
 
 In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-08 “Earnings Per Share –
Amendments to Section 260-10-S99”,which represents technical corrections
to topic 260-10-S99, Earnings per share, based on EITF Topic D-53, Computation of Earnings Per Share
for a Period that includes a Redemption or an Induced Conversion of a Portion of
a Class of Preferred Stock and EITF Topic D-42, The Effect of the Calculation of
Earnings per Share for the Redemption or Induced Conversion of Preferred
Stock.  We do not expect the adoption of this update to have a
material impact on its consolidated financial position, results of operations or
cash flows.
 
 In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-09 “Accounting for
Investments-Equity Method and Joint Ventures and Accounting for Equity-Based
Payments to Non-Employees”.  This update represents a
correction to Section 323-10-S99-4, Accounting by an Investor for
Stock-Based Compensation Granted to Employees of an Equity Method
Investee. Additionally, it adds observer commentAccounting Recognition for Certain
Transactions Involving Equity Instruments Granted to Other Than Employees
to the Codification. We do not expect the adoption to have a material impact on
its consolidated financial position, results of operations or cash
flows.
  F -
14
 CHINA
LOGISTICS GROUP, INC AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 and 2008
 
 In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-12 “Fair Value
Measurements and Disclosures Topic 820 – Investment in Certain Entities That
Calculate Net Assets Value Per Share (or Its Equivalent)”, which provides
amendments to Subtopic 820-10, Fair Value Measurements and Disclosures-Overall,
for the fair value measurement of investments in certain entities that calculate
net asset value per share (or its equivalent). The amendments in this update
permit, as a practical expedient, a reporting entity to measure the fair value
of an investment that is within the scope of the amendments in this update on
the basis of the net asset value per share of the investment (or its equivalent)
if the net asset value of the investment (or its equivalent) is calculated in a
manner consistent with the measurement principles of Topic 946 as of the
reporting entity’s measurement date, including measurement of all or
substantially all of the underlying investments of the investee in accordance
with Topic 820. The amendments in this update also require disclosures by major
category of investment about the attributes of investments within the scope of
the amendments in this update, such as the nature of any restrictions on the
investor’s ability to redeem its investments at the measurement date, any
unfunded commitments (for example, a contractual commitment by the investor to
invest a specified amount of additional capital at a future date to fund
investments that will be make by the investee), and the investment strategies of
the investees. The major category of investment is required to be determined on
the basis of the nature and risks of the investment in a manner consistent with
the guidance for major security types in U.S. GAAP on investments in debt and
equity securities in paragraph 320-10-50-1B. The disclosures are required for
all investments within the scope of the amendments in this update regardless of
whether the fair value of the investment is measured using the practical
expedient. We do not expect the adoption to have a material impact on its
consolidated financial position, results of operations or cash
flows.
 
 In
January 2010, the FASB issued the FASB Accounting Standards Update No.
2010-01 “Equity Topic 505 –
Accounting for Distributions to Shareholders with Components of Stock and
Cash”, which clarify that the stock portion of a distribution to
shareholders that allows them to elect to receive cash or stock with a potential
limitation on the total amount of cash that all shareholders can elect to
receive in the aggregate is considered a share issuance that is reflected in EPS
prospectively and is not a stock dividend for purposes of applying Topics 505
and 260 (Equity and Earnings Per Share (“EPS”)).  Those distributions
should be accounted for and included in EPS calculations in accordance with
paragraphs 480-10-25- 14 and 260-10-45-45 through 45-47 of the FASB Accounting
Standards codification.  The amendments in this Update also provide a
technical correction to the Accounting Standards Codification.  The
correction moves guidance that was previously included in the Overview and
Background Section to the definition of a stock dividend in the Master
Glossary.  That guidance indicates that a stock dividend takes nothing
from the property of the corporation and adds nothing to the interests of the
stockholders.  It also indicates that the proportional interest of
each shareholder remains the same, and is a key factor to consider in
determining whether a distribution is a stock dividend.
 
 In
January 2010, the FASB issued the FASB Accounting Standards Update No.
2010-02 “Consolidation Topic
810 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a
Scope Clarification”, which provides amendments to Subtopic 810-10 and
related guidance within U.S. GAAP to clarify that the scope of the decrease in
ownership provisions of the Subtopic and related guidance applies to the
following:
 
 1.
              A
      subsidiary or group of assets that is a business or nonprofit
      activity2.
              A
      subsidiary that is a business or nonprofit activity that is transferred to
      an equity method investee or joint
venture
 
 3.
              An
      exchange of a group of assets that constitutes a business or nonprofit
      activity for a noncontrolling interest in an entity (including an equity
      method investee or joint venture).
 
 The
amendments in this Update also clarify that the decrease in ownership guidance
in Subtopic 810-10 does not apply to the following transactions even if they
involve businesses:
 
 1.
              Sales
      of in substance real estate.  Entities should apply the sale of
      real estate guidance in Subtopics 360-20 (Property, Plant, and Equipment)
      and 976-605 (Retail/Land) to such transactions.2.
              Conveyances
      of oil and gas mineral rights.  Entities should apply the
      mineral property conveyance and related transactions guidance in Subtopic
      932-360 (Oil and Gas-Property, Plant, and Equipment) to such
      transactions.
 
 A variety
of proposed or otherwise potential accounting standards are currently under
study by standard-setting organizations and various regulatory
agencies.  Because of the tentative and preliminary nature of these
proposed standards, management has not determined whether implementation of such
proposed standards would be material to the Company’s consolidated financial
statements.
  F -
15
 CHINA
LOGISTICS GROUP, INC AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 and 2008
 
 NOTE
5 – EARNINGS (LOSS) PER SHARE
 
 Basic
earnings (loss) per common share is computed by dividing income (loss) available
to common shareholders by the weighted average number of shares of common stock
outstanding for the periods presented. Diluted income per share reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted in the
issuance of common stock that would then share in the income of the company,
subject to anti-dilution limitations.
 
 Year
      endedDecember 31,2009
              
              
              2008Numerator:
              
              
              
              
              (Restated)Net
      income (loss) applicable to common stockholders (A)
              
              $
              2,271,209
              
              
              $
              (2,086,618
              )Denominator:Denominator
      for basic earnings per shareWeighted
      average shares outstanding (B)
              
              
              34,508,203
              
              
              
              26,823,216Denominator
      for diluted earnings per shareTreasury
      Stock methodStock
      purchase warrants
              
              
              -
              
              
              
              -Series
      A and B Convertible Preferred Stock
              
              
              4,500,000
              
              
              
              -Adjusted
      weighted average shares outstanding (C)
              
              
              39,008,203
              
              
              
              26,823,216Basic
      and Diluted (Loss) Earnings Per Common Share:Earnings
      per share- basic (A)/(B)
              
              $
              0.07
              
              
              $
              (0.08
              )Earnings
      per share- diluted (A)/(C)
              
              $
              0.06
              
              
              $
              (0.08
              )
 
 Potentially
issuable shares at December 31, 2009and 2008 which were anti-dilutive and not
included in diluted earnings per share included:
 
 Year
      endedDecember 31,2009
              
              2008(Restated)Stock
      purchase warrants issued to Mr. Chen
              
              
              2,000,000
              
              2,000,000Warrants
              
              
              117,500
              
              117,500Class
      A and B Warrants
              
              
              31,558,500
              
              31,558,500Series
      B Convertible Preferred Stock
              
              
              -
              
              4,500,00033,676,000
              
              38,176,000
 
 NOTE
6 - CONVERTIBLE NOTE PAYABLE-DAVID AUBEL, RELATED PARTY
 
 Prior to
our reverse recapitalization transaction with Shandong Jiajia the Company had
relied heavily on advances from Mr. David Aubel, a principal shareholder of the
Company, to fund its operations.  Mr. Aubel has never held a position
as an officer or director of the Company.  Mr. Aubel has, over the
years, executed a number of convertible debt agreements and related amendments
addressing the collateral arrangements and repayment terms covering his
advances.  These agreements and related amendments, provided for the
repayment of these obligations through the issuance of common stock of the
Company at substantial discounts from the then prevailing market
price.
 
 The final
obligation to Mr. Aubel of $2,521,380 was settled in full on March 20, 2008
through the issuance of 2,864,606 shares of common stock.  No interest
was accrued in 2008 as, under the terms of the agreements related to the reverse
recapitalization transaction with Shandong Jiajia, Mr. Aubel had agreed to a
final settlement of a fixed number of common shares as of December 31,
2007.
  F -
16
 CHINA
LOGISTICS GROUP, INC AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 and 2008
 
 The
shares issued to Mr. Aubel had a fair value $659,432 less than the obligation
settled.  This difference was recorded as a contribution to capital
rather than a gain on the debt settlement.
 
 NOTE
7 – PROPERTY AND EQUIPMENT
 
 Property
and equipment at December 31, 2009 and 2008 consisted of the
following:
 
 Useful
      Lives
              
              2009
              
              
              2008(Restated)Computer
      equipment
              4
      years
              
              $
              37,246
              
              
              $
              37,246Furniture
      and equipment
              4-5
      years
              
              
              101,351
              
              
              
              89,745138,597
              
              
              
              126,991Less:
      accumulated depreciation
              
              
              
              (98,849)
              
              
              
              (82,847)$
              39,748
              
              
              $
              44,144
 
 For the
years ended December 31, 2009, and 2008, depreciation expense totaled $16,002
and $12,974, respectively.
 
 NOTE 8
– STOCKHOLDERS’ EQUITY
 
 2008
Unit Offering
 
 In April
2008, we completed an offering of 15.113 units of our securities at an offering
price of $250,000 per unit to 32 accredited investors in a private placement
exempt from registration under the Securities Act of 1933 in reliance on
exemptions provided by Regulation D and Section 4(2) of that act (the “2008
Unit Offering”). Each unit consisted of 1,000,000 shares of common stock, five
year Class A warrants to purchase 1,000,000 shares of common stock with an
exercise price of $0.35 per share and five year Class B warrants to purchase
1,000,000 shares of common stock with an exercise price of $0.50 per share. We
received gross proceeds of $3,778,250 in this offering.
 
 The
31,558,500 warrants issued in connection with the 2008 Unit Offering and
comprised of 16,445,500 Class A warrants exercisable at $0.35 per share and
15,113,000 Class B warrants exercisable at $0.50 per share.  Other
than the exercise price of the warrants, the terms of the Class A and Class B
warrants are identical.
 
 These
warrants are exercisable through the last calendar day of the month in which the
fifth anniversary of the issue date occurs and are exercisable in whole or in
part at any time following the issue date.
 
 The
exercise price of the warrants and the number of shares issuable upon exercise
is subject pre-note adjustment in the event of stock splits, stock dividends,
recapitalization and similar corporate events.  At any time after the
required effective date of the related registration statement the warrants are
exercisable on a cashless basis, which currently is the case. The exercise of
the warrants is subject to a 4.99% cap on the beneficial ownership that each
warrant holder may have while the securities are outstanding.  This
provision is waived during the final 45 days the warrants are
exercisable.
 
 Skyebanc,
Inc., a broker-dealer and a member of FINRA, acted as a selling agent for us in
the 2008 Unit Offering.  As compensation for its services, we paid
Skyebanc, Inc. a cash commission of $25,938 and issued that firm Class A
warrants to purchase 207,500 shares of our common stock. In addition, we paid
due diligence fees to an advisor to our company as well as to two advisors to
investors in connection with the 2008 Unit Offering for an aggregate of $315,625
in cash and Class A warrants to purchase 1,125,000 shares of our common
stock.  We also paid legal fees for both investors' counsel and our counsel
of approximately $77,500. After payment of these fees and costs associated with
this offering we received net proceeds of approximately $3.3 million.
Approximately $2.0 million of the net proceeds were used by us as a contribution
to the registered capital of our subsidiary Shandong Jiajia and as additional
working capital for that company, approximately $140,000 was used to pay accrued
professional fees and the balance of the net proceeds from the transaction are
being used for working capital purposes. Subsequently, we have provided an
additional $500,000 to Shandong Jiajia as working capital.
  F -
17
 CHINA
LOGISTICS GROUP, INC AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 and 2008
 
 We agreed
to file a registration statement with the SEC covering the shares of common
stock underlying the warrants so as to permit the public resale thereof. We have
filed a registration statement covering the resale of all shares of our common
stock issuable upon the exercise of the Class A and Class B Warrants included in
the units sold in the 2008 Unit Offering, together with all shares of our common
stock issuable upon exercise of the Class A warrants issued to the selling
agent, finders and consultants in the 2008 Unit Offering.  We will pay
all costs associated with the filing of this registration statement. In the
event the registration statement was not filed within 60 days of the closing or
is not declared effective within 180 days following the closing date, we will be
required to pay liquidated damages in an amount equal to 2% for each 30 days (or
such lesser pro rata amount for any period of less than 30 days) of the purchase
aggregate exercise price of the warrants, but not to exceed in the aggregate 12%
of the aggregate exercise price of the warrants. Although we filed a
registration statement and we have been making a good faith effort to resolve
comments on the registration statement we received from the SEC, it had not yet
been declared effective as of September 30, 2008. Accordingly, during the
quarter ended September 30, 2008, the Company accrued $1,597,000 due to the
investor’s under the provisions of the registration payment
agreement.  On March 30, 2010 an effectiveness order was filed by the
SEC.
 
 The
transaction documents also provide for the payment of liquidated damages to the
investors if we should fail to be a current reporting issuer and/or to maintain
an effective registration statement covering the resale of the common shares
issued or issuable upon exercise of the Class A and B warrants.
 
 The
subscription agreement for the 2008 Unit Offering provides that while the
purchasers own any securities sold in the 2008 Unit Offering such securities are
subject to anti-dilution protections afforded to the purchasers. In the event we
were to issue any shares of common stock or securities convertible into or
exercisable for shares of common stock to any third party purchaser at a price
per share of common stock or exercise price per share which is less than the per
share purchase price of the shares of common stock in this offering, or less
than the exercise price per warrant share, respectively, without the consent of
the subscribers then holding securities issued in this offering, the purchaser
is given the right to apply the lowest such price to the purchase price of share
purchased and still held by the purchaser and to shares issued upon exercise of
the warrants and still held by the purchaser (which will result in the issuance
of additional shares to the purchaser) and to the exercise price of any
unexercised warrants. In the event we enter into a transaction which triggers
these anti-dilution rights, we will:
 
 •
              
              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.
 
 In
addition, until eight months after the effective date of the registration
statement, purchasers will have a right of first refusal with respect to
subsequent offers, if any, by us for the sale of our securities or debt
obligations. The anti-dilution provisions and the right of first refusal do not
apply in limited exceptions, including:
 
 •
              
              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.
 
  F -
18
 CHINA
LOGISTICS GROUP, INC AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 and 2008
 
 Finally,
under the terms of the subscription agreement for the 2008 Unit Offering we
agreed that:
 
 •
              
              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 2008
      Unit 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 2008 Unit 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.
 
 Preferred
Stock
 
 The
Series A Convertible Preferred Stock and Series B Convertible Preferred Stock
are convertible as follows:
 
 One share
of Series A Convertible Preferred Stock converts into 2.5 shares of common
stock
 
 One share
of Series B Convertible Preferred Stock converts into 10 shares of common
stock
 
 We have
10,000,000 shares of preferred stock, par value $.001, authorized, of which we
designated 1,000,000 as our Series A convertible preferred stock in
December 2007 in connection with our acquisition of a 51% interest in
Shandong Jiajia. In March 2008, all 1,000,000 shares of our Series A convertible
preferred stock were converted into 2,500,000 shares of our common
stock.
 
 On March
28, 2008 shareholders holding the Series A Convertible Preferred Stock converted
their 1,000,000 shares into 2,500,000 shares of common stock, no shares Series A
Convertible Preferred Stock remained outstanding at December 31, 2009. On March
28, 2008 shareholders holding the Series B Convertible Preferred Stock
converted 845,000 shares into 8,450,000 shares of common stock leaving 450,000
Series B Convertible Preferred Stock held by China Direct Industries, Inc.
outstanding at December 31, 2009
 
 
 In
December 2007 we designated 1,295,000 shares of our preferred stock as
Series B convertible preferred stock in connection with our acquisition of
a 51% interest in Shandong Jiajia. In March 2008, 845,000 shares of our
Series B convertible preferred stock were converted into 8,450,000 shares
of our common stock.
 
 At
December 31, 2009, 450,000 Series B convertible preferred stock remain issued
and outstanding.
 
 Common
Stock
 
 On March
20, 2008 then a principal shareholder of our company, David Aubel, converted the
full amount of a $2,521,380 convertible note payable into 2,864,606 shares of
common stock at $0.88 per share.
 
 On March
20, 2008 our then President and CEO, V. Jeffrey Harrell, converted the full
amount of his accrued compensation into 581,247 shares of common stock at $0.77
per share, for a total of $448,985.
 
 In March
2008, all 1,000,000 shares of our Series A convertible preferred stock were
converted into 2,500,000 shares of our common stock, and 845,000 shares of our
Series B convertible preferred stock were converted into 8,450,000 shares
of our common stock.
  F -
19
 CHINA
LOGISTICS GROUP, INC AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 and 2008
 
 A summary
of common stock issued during the year ended December 31, 2009 and 2008 is as
follows:
 
 No.
      of Shares issued
                during
      year ended December 31,2009
              
              
              2008Settlement
      of obligation to former President and CEO, Mr. V. Jeffrey
      Harrell
              
              
              -
              
              
              
              581,247Settlement
      (conversion) of note payable to principal shareholder, David
      Aubel
              
              
              -
              
              
              
              2,864,606Conversion
      of 1,000,000 shares of Series A Convertible Preferred
      Stock
              
              
              -
              
              
              
              2,500,000Conversion
      of 845,000 shares of Series B Convertible Preferred
      Stock
              
              
              -
              
              
              
              8,450,0002008
      Unit Offering
              
              
              -
              
              
              
              15,113,000-
              
              
              
              29,508,853
 
 Common
Stock Purchase Warrants
 
 A summary
of our common stock purchase warrant activity during 2009 and 2008 is as
follows:
 
 No.
      of Shares Underlying Warrants
              
              
              Weighted
      Average Exercise Price
              
              
              Weighted
      Average Contractual Term (years)
              
              
              Aggregate
      Intrinsic ValueOutstanding
      at December 31, 2007
              
              
              117,500
              
              
              $
              9.69
              
              
              
              1.75
              
              
              $
              -Granted
              
              
              33,558,500
              
              
              
              0.42
              
              
              
              5.00
              
              
              
              -Exercised
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Expired
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Outstanding
      at December 31, 2008
              
              
              33,676,000
              
              
              $
              0.45
              
              
              
              4.18
              
              
              $
              -Granted
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Exercised
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Expired
              
              
              (112,500
              )
              
              
              7.80
              
              
              
              -
              
              
              
              -Outstanding
      at September 30, 2009
              
              
              33,563,500
              
              
              $
              0.42
              
              
              
              3.90
              
              
              $
              -
 
 Included
in common stock purchases warrants outstanding at December 31, 2009 are
31,558,500 warrants issued in connection with the 2008 Unit Offering, these
warrants are comprised of 16,445,500 Class A warrants exercisable at $0.35 per
share and 15,113,000 Class B warrants exercisable at $0.50 per
share.  Other than the exercise price of the warrants, the terms of
the Class A and Class B warrants are identical.  These warrants expire
April 30, 2013 and are exercisable in whole or in part at any time before
then.
 
 The
exercise price of the warrants and the number of shares issuable upon exercise
is subject pre-note adjustment in the event of stock splits, stock dividends,
recapitalization and similar corporate events.  At any time after the
required effective date of the related registration statement the warrants are
exercisable on a cashless basis, which currently is the case. The exercise of
the warrants is subject to a 4.99% cap on the beneficial ownership that each
warrant holder may have while the securities are outstanding.  This
provision is waived during the final 45 days the warrants are
exercisable.
 
 Also
included in the common stock purchase warrants outstanding at December 31, 2009
are 2,000,000 warrants issued to Mr. Chen in connection with the transaction
with Shandong Jiajia effective December 31, 2007.  These warrants are
exercisable at $0.30 per share and expire January 28, 2011.
 
 NOTE
12– RELATED PARTIES
  Due
from related parties
 
 On
December 31, 2009 and 2008, the Company held a due from related party in the
amount of $447,033 and $518,433, respectively, which reflected advances due from
Shandong Huibo Import & Export Co., Ltd., a 24.3% shareholder in Shandong
Jiajia.  The loans were unsecured, non-interest bearing and repayable
on demand.
  F -
20
 CHINA
LOGISTICS GROUP, INC AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 and 2008
 
 Due
to related parties
 
 On
December 31, 2009 and 2008, due to related parties consist of the
following:
 
 2009
              
              
              2008(Restated)Due
      to Xiangfen Chen
              
              $
              109,871
              
              
              $
              123,458Due
      to Bin Liu
              
              
              99,381
              
              
              
              62,652Due
      to Tianjin Sincere Logistics Co., Ltd.
              
              
              559,974
              
              
              
              183,448Due
      to China Direct Industries, Inc.
              
              
              45,000
              
              
              
              -Other
              
              
              -
              
              
              
              9,139$
              814,226
              
              
              $
              378,697
 
 Xiangfen
Chen is the general manager of Shandong Jiajia Xiamen branch. Bin Liu is the
general manager of Shandong Jiajia Tianjin branch. Mr. Liu is a 90% owner of
Tianjin Sincere Logistics Co., Ltd.. The loans were unsecured, non-interest
bearing and repayable on demand. Shandong Jiajia used the funds for general
working capital.
 
 On
December 31, 2009 the Company had a commitment to Xiangfen Chen for the lease of
the Company's branch office in Xiamen City, China, totaling $1,459 per
year.
 
 On June
1, 2009 Shandong Jiajia entered into a one year lease the CEO of Shandong Jiajia
for a property in the Peoples Republic of China. The base annual rental is
$43,700 per annum.
 
 We also
rent three office spaces throughout China from related parties as set forth in
the following table:
 
 Location
              
              Approximate
      Square Feet
              
              Annual
      Rent
              Additional
      Charges
              Expiration
      of LeaseShanghai
      Branch (1)
              
              
              7,008
              
              $43,700
                (RMB
      300,000)
              $20,440
                (RMB
      140,622)
              May
      31, 2010Xiamen
      Branch, Xiamen City, Fujian Province (2)
              
              
              1,026
              
              $1,459
                (RMB
      10,800)
              -
              December
      31, 2010Tianjin
      Branch, Tianjin City (3)
              
              
              3,014
              
              $21,962
                (RMB
      150,000)
              -
              May
      31, 2013
 
 (1) We
lease the offices for our Shanghai Branch from Mr. Wei Chen, our Chairman and
CEO.  The additional charges represent a monthly management fee paid
to an unrelated third party.
 
 (2) We
lease the offices for our Xiamen Branch from Mr. Xiangfen Chen, its General
Manager.
 
 (3) We
lease the offices for our Tianjin Branch from Mr. Bin Liu, its General
Manager.
 
 During
the years ended December 31, 2007, the Company expensed $200,000 in each year
for the salary of Mr. V. Jeffrey Harrell, the former CEO and President. At
December 31, 2007 a total of $446,985 for the period January 1, 2002
through December 31, 2007 was unpaid and has been accrued under current
liabilities. Additionally, during the year ended December 31, 2007 a total
of $193,500 in accrued salary was converted into 135,000 shares of common
stock.  In March 2008, the entire accrued liability was converted into
581,247 shares of common stock.
 
 There are
no assurances that the terms of the transactions with these related parties are
comparable to terms the Company could have obtained from unaffiliated third
parties.
 
 NOTE
13 – INCOME TAXES
 
 The
Company’s subsidiary Shandong Jiajia incorporated and operating in China is
governed by the Income Tax Law of the People’s Republic of China concerning
Foreign Investment Enterprises and Foreign Enterprises and local income tax laws
(the “PRC Income Tax Law??.  Commencing January 2008, the PRC Income
Tax rate was reduced to a maximum of 25% (inclusive of state and local income
taxes) for all companies.
  F -
21
 CHINA
LOGISTICS GROUP, INC AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 and 2008
 
 Effective
January 1, 2008 the Company's subsidiaries in China are governed by the
Enterprise Income Tax Law of the Peoples Republic of China and local income tax
laws (the "PRC Enterprise Income Tax Law"). Pursuant to the PRC Enterprise
Income Tax Law, our Chinese subsidiaries are Resident Enterprises as defined in
Chapter 1 Article 2 “... an enterprise established within the territory of another
country or other tax region pursuant to foreign laws, whose actual management is
located is located in China” and are subject to tax at a statutory rate of
approximately 25% for the calendar year ended December 31, 2009 and
2008.
 
 The
components of income (loss) before income tax and minority interest consist of
the following:
 
 Year
      Ended December 31,2009
              
              
              2008(Restated)US
      Operations
              
              $
              2,799,331
              
              
              $
              (2,249,494)Chinese
      Operations
              
              
              (1,007,456)
              
              
              
              588,965$
              1,791,875
              
              
              $
              (1,660,529)
 
 The
components of the provision (benefit) for income taxes are as
follows:
 
 Year
      Ended December 31,2009
              
              
              2008(Restated)US
      Operations
              
              $
              -
              
              
              $
              -Chinese
      Operations
              
              
              28,078
              
              
              
              269,600$
              28,078
              
              
              $
              269,600
 
 The table
below summarizes the reconciliation of the Company’s income tax provision
(benefit) computed at the statutory U.S. Federal rate and the actual tax
provision:
 
 Year
      Ended December 31,2009
              
              
              2008(Restated)Income
      tax provision (benefit) at Federal statutory rate
              
              $
              627,000
              
              
              $
              (581,000)State
      income taxes, net of Federal Benefit
              
              
              83,000
              
              
              
              (76,000)Permanent
      differences
              
              
              (1,315,000)
              
              
              
              632,000Temporary
      differences
              
              
              280,000
              
              
              
              123,000U.S.
      tax rate in excess of foreign tax rate
              
              
              147,000
              
              
              
              (86,000
              )Increase
      in valuation allowance
              
              
              206,000
              
              
              
              258,000Abatement
      of foreign income taxes
              
              
              -
              
              
              
              -Tax
      provision (benefit)
              
              $
              28,000
              
              
              $
              270,000
 
 The
Company has a net operating loss (“NOL”) carryforward for United States income
tax purposes at December 31, 2009 and 2008 expiring through the year 2029 of
approximately $13,300,000. The utilization of the Company’s NOL’s may be limited
because of a possible change in ownership as defined under Section 382 of
Internal Revenue Code.
 
 Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for income tax purposes. The Company has recognized, a
valuation allowance for those deferred tax assets for which it is more likely
than not that realization will not occur. The Company’s US parent, China
Logistics Group, Inc., deferred tax assets are included below and have been
fully reserved with a valuation allowance as management of the Company has not
determined if realization of these assets are to occur in the future. In
addition, management has determined that the acquisition of 51% of Shandong
Jiajia might have limited the utilization of the Company’s NOL for US Federal
and State income tax purposes, due to a possible change in ownership as defined
under Section 382 of Internal Revenue Code.
  F -
22
 CHINA
LOGISTICS GROUP, INC AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 and 2008
 
 The
Company’s deferred tax assets as of December 31, 2009 and 2008 are as
follows:
 
 December
      31,2009
              
              
              2008(Restated)Federal
      net operating loss carryforward
              
              $
              4,100,000
              
              
              $
              3,928,000State
      net operating loss carryforward
              
              
              660,000
              
              
              
              633,000Provisions
              
              
              -
              
              
              
              -Timing
      differences
              
              
              640,000
              
              
              
              639,0005,400,000
              
              
              
              5,200,000Valuation
      allowance
              
              
              (5,400,000
              )
              
              
              (5,200,000
              )$
              -
              
              
              $
              -
 
 We have
concluded that we have not taken any uncertain tax positions on any of our open
income tax returns that would materially distort its financial statements. The
Company’s methods of accounting are based on established income tax principles
approved in the Internal Revenue Code (IRC) and are properly calculated and
reflected within its income tax returns.
 
 We
periodically reassess the validity of our conclusions regarding uncertain income
tax positions to determine if facts or circumstances have arisen that might
cause us to change our judgment regarding the likelihood of a tax position’s
sustainability under audit. The impact of this reassessment for the years ended
December 31, 2009and 2008 did not have any impact on our results of operations,
financial conditions or liquidity.
 
 Foreign
tax payable of $18,784 at December 31, 2009 compared to $34,898 at December 31,
2008 is made up of amounts due to various taxing authorities in the
PRC.
 
 NOTE
14 – COMMITMENTS AND CONTINGENCIES
 
 Rent
expense from our office leases for 2009 and 2008 was $116,000 and $108,000
respectively.  We did not have any minimum, contingent, or sublease
arrangements in these leases.  The table below reflects our minimum
commitments for our various office leases in the U.S. and China for the years
ended December 31, 2010 and thereafter:
 
 Period
              
              TotalPeriod
      Ended December 31, 2010
              
              $
              95,000Period
      Ended December 31, 2011
              
              
              26,000Period
      Ended December 31, 2012
              
              
              22,000Period
      Ended December 31, 2013
              
              
              22,000Period
      Ended December 31, 2014
              
              
              22,000Thereafter
              
              
              --$
              187,000
 
 As a
result of the September 24, 2008 complaint filed by the SEC against us and
Messrs. Harrell and Aubel as described in Part I, Item 3, “Legal Proceedings” of
this Form 10-Q, we consented to the entry of a Permanent Injunction and Other
Relief to resolve the liability aspects of the complaint.  The
Permanent Injunction, among other things, permanently restrains and enjoins us
from violation of Sections 5(a) and 5(c) of the Securities Act of 1933, 15
U.S.C. §§ 77e(a) and 77e(c); violations of Section 10(b) of the Securities
Exchange Act of 1934, 15 U.S.C. § 78j(b), and Rule l0b-5 promulgated thereunder,
17 C.F.R. §240.l0b-5; violations of Section 13(a) of the Securities Exchange Act
of 1934, 15 U.S.C. § 78m(a), and Rules 12b-20, 13a-l, and 13a-13 thereunder, 17
C.F.R. §§ 240.12b-20, 240.13a-l, and 240. 13a-13; and violations of Sections
13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934, 15 U.S.C. §§
78m(b )(2)(A) and 8m(b )(2)(B).
 
 On
February 24, 2010 the Securities and Exchange Commission filed a motion and
memorandum of law to set disgorgement and civil penalty amounts as to our
company and Messrs. Harrell and Aubel.  The SEC’s motion alleges that
as a result of a fraudulent arrangement between our company and Mr. Aubel, he
was permitted to convert his loans to our common stock at $0.01 per share which
allowed us to benefit by writing off $930,000 in debt we owed to Mr.
Aubel.  The SEC seeks disgorgement from us of $931,000 representing
the principal amount of the loans converted plus prejudgment interest in the
amount of $147,489.77 for a total disgorgement obligation of
$1,078,489.77.  This amount has not been accrued as of December 31,
2009 as we have objected to the SEC’s motions to disgorgement and cannot
determine that it would be probable that the final judgment would be to our
detriment.  The SEC’s motion also seeks disgorgement and prejudgment
interest from Mr. Aubel of $6,012,244.30 and civil penalties of $130,000 against
Mr. Harrell and $250,000 against Mr. Aubel. We have objected to the SEC’s motion
as to disgorgement against us.
  F -
23
 CHINA
LOGISTICS GROUP, INC AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009 and 2008
 
 In
addition, the pending lawsuit with the SEC may result in additional claims by
stockholders, regulatory proceedings, government enforcement actions and related
investigations and litigation. We cannot predict the ultimate outcome of this
litigation and any continued litigation would result in significant expenses,
management distraction and potential damages, penalties, other remedies, or
adverse findings, which could have a material adverse effect on our business,
financial condition, results of operations and cash flows.  In
addition, our agreement to entry of a consent order granting the SEC injunctive
relief restraining us from future violations of Federal securities laws may make
future financing efforts more difficult and costly.
 
 We are
evaluating filing a lawsuit against Messrs. Harrell and Aubel and other parties
involved in the improper conduct alleged by the SEC for damages we suffered as a
result of their conduct.  In addition, we are evaluating filing a
lawsuit against Mr. Aubel as a result of the uncertainty as to the validity of
the amount of the note payable in the amount of $2,521,380 which we redeemed for
2,864,606 shares of our common stock in March, 2008 pursuant to the terms of the
December 2007 agreement we entered into to a acquire a 51% interest in Shandong
Jiajia.
 
 NOTE
15 - COMPREHENSIVE INCOME
 
 Comprehensive
income is comprised of net income and other comprehensive income or loss. Other
comprehensive income or loss refers to revenue, expenses, gains and losses that
under accounting principles generally accepted in the United States are included
in comprehensive income but excluded from net income as these amounts are
recorded directly as an adjustment to equity.
 
 Our other
comprehensive income consists of foreign currency translation adjustments. The
following table sets forth the computation of comprehensive income for 2009 and
2008, respectively:
 
 For
      the Year Ended December 31,2009
              
              
              2008(Restated)Net
      (loss) income
              
              $
              1,763,797
              
              
              $
              (1,930,129
              )Other
      comprehensive (loss) income, net of taxForeign
      currency translation gain, net of tax
              
              
              17,626
              
              
              
              76,264Total
      other comprehensive (loss) income, net of tax
              
              
              17,626
              
              
              
              76,264Comprehensive
      Income
              
              
              1,781,423
              
              
              
              (1,853,865
              )Less:
      Comprehensive Income attributable to the noncontrolling
      interests
              
              
              (498,776
              )
              
              
              193,858Comprehensive
      (loss) Income attributable to China Logistics Group, Inc.
              
              $
              2,280,219
              
              
              $
              (2,047,723
              )
 
 NOTE
16 – REGIONS
 
 The table
below presents information by regions for the years ended December 31, 2009 and
2008 (restated).
 
 December
      31, 2009
              
              Sales
              
              
              AssetsUnited
      States
              
              $
              —
              
              
              $
              10,755Peoples Republic
      of China
              
              
              19,824,390
              
              
              
              6,367,577$
              19,824,390
              
              
              $
              6,378,332December
      31, 2008 (restated)United
      States
              
              $
              —
              
              
              $
              201,605Peoples Republic
      of China
              
              
              35,561,833
              
              
              
              6,584,459$
              35,561,833
              
              
              $
              6,786,064
 
 NOTE
17 – SUBSEQUENT EVENTS
 
 We have
evaluated all events that occurred after the balance sheet date but before
financial statements were available to be issued through April 9, 2010 and
determined to disclose the following events:
 
 We issued
2,000,000 restricted shares of our common stock to China Direct Investments,
Inc. a subsidiary of China Direct Industries, Inc. as a bonus payment for their
accounting and finance-related services.  We also issued 2,000,000
restricted shares to Mr. Wei Chen and 1,000,000 restricted shares to Mr. Hui Liu
as bonuses for their service in executive roles in the company and on the board
of directors.
  F -
24