UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q




(Mark
One)





S
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
quarterly period ended September 30, 2010





£
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
  ACT





For the
transition period from ______________ to _____________




Commission
file number: 000-51516





UNIVERSAL
TRAVEL GROUP


(Exact
name of registrant as specified in its charter)




Nevada
              
              90-0296536(State
      or other jurisdiction of incorporation or organization)
              
              (I.R.S.
      Employer  Identification
No.)




5th
      Floor, South Block, Building 11, Shenzhen Software Park, Zhongke 2nd
      Road,
                Nanshan
      District, Shenzhen, China
              
              518000(Address
      of principal executive offices)
              
              (Zip
      Code)








86 755 836
68489


(Registrant’s
telephone number, including area code)




(Former
      name, former address and former fiscal year, if changed since last
      report)





Indicate by check mark whether the
registrant (1) has filed 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 SNo £





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 oNo o









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





Large
      accelerated filer
            £
            Accelerated
      filer
            £Non-accelerated
      filer
            £
            Smaller
      reporting company
            S





Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes£NoS








APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS





Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by Sections
12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a
court.     Yes £    No
£





APPLICABLE
ONLY TO CORPORATE ISSUERS





Indicate the number of shares
outstanding of each of the issuer’s classes of common equity, as of the latest
practicable date:





As of
November 1, 2010, there are 19,898,235 shares of $0.001 par value common stock
issued and outstanding.









FORM
10-Q


.UNIVERSAL
TRAVEL GROUP


INDEX





PagePART
      I.
                              
                              Financial
      Information
                              
                              1Item
      1.  Financial Statements ( Unaudited)
                              
                              1Unaudited
      Condensed Consolidated Balance Sheets as of  September 30,
      2010  and December 31, 2009
                              
                              3Unaudited
      Condensed Consolidated Statements of Income for the Three and Nine Months
      Ended September 30, 2010 and 2009
                              
                              4Unaudited
      Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
      September 30, 2010 and 2009
                              
                              5Notes
      to Unaudited Condensed Consolidated Financial Statements as
      of  September 30, 2010
                              
                              6 -
      33Item
      2.  Management’s Discussion and Analysis of Financial Condition or
      Plan of Operation
                              
                              34Item
      3.  Quantitative and Qualitative Disclosures About Market
      Risk.
                              
                              46Item
      4.  Controls and Procedures
                              
                              46PART
      II.
                              
                              Other
      Information
                              
                              47Item
      1.  Legal Proceedings
                              
                              47Item
      1A. Risk Factors.
                              
                              47Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds
                              
                              47Item
      3.  Defaults Upon Senior Securities
                              
                              47Item
      4.  (Removed and Reserved).
                              
                              47Item
      5.  Other Information
                              
                              47Item
      6.  Exhibits
                              
                              47









PART
I - FINANCIAL INFORMATION





Item
1. Financial Statements (Unaudited)






UNIVERSAL
TRAVEL GROUP
 
  CONSOLIDATED
FINANCIAL STATEMENTS
 
  SEPTEMBER
30, 2010
  1
  TABLE
OF CONTENTS
  Condensed Consolidated Balance
      Sheets
                          
                          
                          3Unaudited Condensed Consolidated Statements of
      Income
                          
                          
                          4Unaudited Condensed Consolidated Statements of
      Cash Flows
                          
                          
                          5Notes to the Unaudited Condensed Consolidated
      Financial Statements
                          
                          
                          6 -
      33
 
 2
  UNIVERSAL
TRAVEL GROUP
 CONDENSED
CONSOLIDATED BALANCE SHEETS
 SEPTEMBER
30, 2010 AND DECEMBER 31, 2009
 
 September
      30, 2010
                            
                            
                            December
      31, 2009UnauditedASSETSCash
      and cash equivalents
                            
                            $
                            56,664,313
                            
                            
                            $
                            36,677,422Accounts
      receivable, net
                            
                            
                            25,665,637
                            
                            
                            
                            17,321,174Other
      receivables and deposits, net
                            
                            
                            483,257
                            
                            
                            
                            257,907Due
      from related party
                            
                            
                            1,013,386
                            
                            
                            
                            -Trade
      deposit
                            
                            
                            7,802,370
                            
                            
                            
                            9,775,735Advances
                            
                            
                            -
                            
                            
                            
                            440,063Prepayments
                            
                            
                            1,531,433
                            
                            
                            
                            216,727Note
      receivable
                            
                            
                            4,823,883
                            
                            
                            
                            1,711,392Acquisition
      Deposits
                            
                            
                            3,644,317
                            
                            
                            
                            4,077,921Total
      Current Assets
                            
                            
                            101,628,596
                            
                            
                            
                            70,478,341Property
      & equipment, net
                            
                            
                            1,464,823
                            
                            
                            
                            4,992,677Intangible
      assets, net
                            
                            
                            3,134,972
                            
                            
                            
                            339,240Goodwill
                            
                            
                            24,812,040
                            
                            
                            
                            9,896,270Total
      Noncurrent Assets
                            
                            
                            29,411,835
                            
                            
                            
                            15,228,187Total
      Assets
                            
                            $
                            131,040,431
                            
                            
                            $
                            85,706,528LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      payable and accrued expenses
                            
                            $
                            6,873,874
                            
                            
                            $
                            2,615,730Customer
      deposits
                            
                            
                            2,366,875
                            
                            
                            
                            2,000,117Income
      tax payable
                            
                            
                            2,719,351
                            
                            
                            
                            1,654,475Total
      Current Liabilities
                            
                            
                            11,960,100
                            
                            
                            
                            6,270,322Derivative
      liability
                            
                            
                            562,139
                            
                            
                            
                            1,815,319Total  Liabilities
                            
                            
                            12,522,239
                            
                            
                            
                            8,085,641Stockholders'
      EquityCommon
      stock, $.001 par value, 70,000,000 shares authorized, 19,898,235 and
      16,714,457 issued and outstanding at September 30, 2010 and December
      31,  2009, respectively
                            
                            
                            19,898
                            
                            
                            
                            16,714Additional
      paid in capital
                            
                            
                            60,261,179
                            
                            
                            
                            37,671,645Accumulated
      other comprehensive income
                            
                            
                            2,181,497
                            
                            
                            
                            1,645,133Statutory
      reserve
                            
                            
                            732,282
                            
                            
                            
                            372,144Retained
      earnings
                            
                            
                            55,323,336
                            
                            
                            
                            37,915,251Total
      Stockholders' Equity
                            
                            
                            118,518,192
                            
                            
                            
                            77,620,887Total
      Liabilities and Stockholders' Equity
                            
                            $
                            131,040,431
                            
                            
                            $
                            85,706,528
   The
accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
  3
  UNIVERSAL
TRAVEL GROUP
 UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
  For
      The Nine Months Ended
                                    
                                    
                                    For
      The Three Months EndedSeptember
      30,
                                    
                                    
                                    September
      30,2010
                                    
                                    
                                    2009
                                    
                                    
                                    2010
                                    
                                    
                                    2009Revenues
                                    
                                    $
                                    109,161,750
                                    
                                    
                                    $
                                    63,701,070
                                    
                                    
                                    $
                                    46,290,131
                                    
                                    
                                    $
                                    29,784,918Cost
      of services
                                    
                                    
                                    76,643,966
                                    
                                    
                                    
                                    41,882,670
                                    
                                    
                                    
                                    32,827,460
                                    
                                    
                                    
                                    19,985,549Gross
      profit
                                    
                                    
                                    32,517,784
                                    
                                    
                                    
                                    21,818,400
                                    
                                    
                                    
                                    13,462,671
                                    
                                    
                                    
                                    9,799,369Selling,
      general and administrative expenses
                                    
                                    
                                    10,553,846
                                    
                                    
                                    
                                    5,181,280
                                    
                                    
                                    
                                    4,029,167
                                    
                                    
                                    
                                    2,366,035Gain
      on disposal of fixed assets
                                    
                                    
                                    65,853
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    65,853Income
      from operations
                                    
                                    
                                    22,029,791
                                    
                                    
                                    
                                    16,637,120
                                    
                                    
                                    
                                    9,499,357
                                    
                                    
                                    
                                    7,433,334Other
      income (expense)Other
      income (expense)
                                    
                                    
                                    6,900
                                    
                                    
                                    
                                    8,879
                                    
                                    
                                    
                                    (17
                                    )
                                    
                                    
                                    2,459Gain/(Loss)
      on change in fair value of derivative liabilities
                                    
                                    
                                    1,253,181
                                    
                                    
                                    
                                    (6,553,971
                                    )
                                    
                                    
                                    304,177
                                    
                                    
                                    
                                    (847,754
                                    )Interest
      income
                                    
                                    
                                    58,435
                                    
                                    
                                    
                                    39,206
                                    
                                    
                                    
                                    17,723
                                    
                                    
                                    
                                    15,909Total
      other income (expense)
                                    
                                    
                                    1,318,516
                                    
                                    
                                    
                                    (6,505,886
                                    )
                                    
                                    
                                    321,883
                                    
                                    
                                    
                                    (829,386
                                    )Income
      before income taxes –continuing operations
                                    
                                    
                                    23,348,307
                                    
                                    
                                    
                                    10,131,234
                                    
                                    
                                    
                                    9,821,240
                                    
                                    
                                    
                                    6,603,948Provision
      for income taxes
                                    
                                    
                                    5,940,222
                                    
                                    
                                    
                                    4,029,194
                                    
                                    
                                    
                                    2,547,194
                                    
                                    
                                    
                                    1,891,043Income from
      continuing operations
                                    
                                    $
                                    17,408,085
                                    
                                    
                                    $
                                    6,102,040
                                    
                                    
                                    
                                    7,274,046
                                    
                                    
                                    
                                    4,712,905Income
      from discontinued operations
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    177,975
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -Loss
      on disposition of discontinued operations
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (770,595
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Loss
      from discontinued operation
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    (592,620
                                    )
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -Net
      Income
                                    
                                    $
                                    17,408,085
                                    
                                    
                                    $
                                    5,509,420
                                    
                                    
                                    $
                                    7,274,046
                                    
                                    
                                    $
                                    4,712,905Comprehensive
      IncomeNet
      Income
                                    
                                    $
                                    17,408,085
                                    
                                    
                                    $
                                    5,509,420
                                    
                                    
                                    $
                                    7,274,046
                                    
                                    
                                    $
                                    4,712,905Foreign
      currency translation adjustments
                                    
                                    
                                    536,364
                                    
                                    
                                    
                                    64,144
                                    
                                    
                                    
                                    897,063
                                    
                                    
                                    
                                    15,557Total
      Comprehensive income
                                    
                                    $
                                    17,944,449
                                    
                                    
                                    $
                                    5,573,564
                                    
                                    
                                    $
                                    8,171,109
                                    
                                    
                                    $
                                    4,728,462Income
      per common share from continuing operationsBasic
                                    
                                    $
                                    0.97
                                    
                                    
                                    $
                                    0.44
                                    
                                    
                                    $
                                    0.37
                                    
                                    
                                    $
                                    0.34Diluted
                                    
                                    $
                                    0.93
                                    
                                    
                                    $
                                    0.41
                                    
                                    
                                    $
                                    0.36
                                    
                                    
                                    $
                                    0.31Loss
      per common share from discontinued operationsBasic
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    (0.04
                                    )
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -Diluted
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    (0.04
                                    )
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -Net
      income per common shareBasic
                                    
                                    $
                                    0.97
                                    
                                    
                                    $
                                    0.40
                                    
                                    
                                    $
                                    0.37
                                    
                                    
                                    $
                                    0.34Dilute
                                    
                                    $
                                    0.93
                                    
                                    
                                    $
                                    0.37
                                    
                                    
                                    $
                                    0.36
                                    
                                    
                                    $
                                    0.31Weighted
      average common shares outstandingBasic
                                    
                                    
                                    18,020,554
                                    
                                    
                                    
                                    13,828,739
                                    
                                    
                                    
                                    19,898,235
                                    
                                    
                                    
                                    13,739,880Diluted
                                    
                                    
                                    18,792,520
                                    
                                    
                                    
                                    14,890,318
                                    
                                    
                                    
                                    20,373,536
                                    
                                    
                                    
                                    15,445,350
  The
accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
  4
  UNIVERSAL
TRAVEL GROUP
 UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR
THE NINE MONTHS ENDED SEPTEMBER 30,
 
 2010
                                    
                                    
                                    2009CASH
      FLOWS FROM OPERATING ACTIVITIES
                                    
                                    
                                    
                                    
                                    (Restated)Net
      income
                                    
                                    $
                                    17,408,085
                                    
                                    
                                    $
                                    5,509,420Add:Net
      loss from discontinued operations
                                    
                                    
                                    -
                                    
                                    
                                    
                                    592,620Income
      from operations
                                    
                                    
                                    17,408,085
                                    
                                    
                                    
                                    6,102,040Adjustments
      to reconcile net income to net cash provided by operating
      activities:Depreciation
      and amortization
                                    
                                    
                                    1,442,882
                                    
                                    
                                    
                                    422,628Provision
      for doubtful accounts
                                    
                                    
                                    59,578
                                    
                                    
                                    
                                    13,957Stock
      based compensation
                                    
                                    
                                    990,846
                                    
                                    
                                    
                                    802,157(Gain)/Loss
      on change in fair value of derivative liabilities
                                    
                                    
                                    (1,253,181
                                    )
                                    
                                    
                                    6,553,971(Gain)Loss
      on sales of fixed assets
                                    
                                    
                                    (65,853
                                    )
                                    
                                    
                                    -(Increase)
      / decrease in assets:Accounts
      receivable
                                    
                                    
                                    (7,491,629
                                    )
                                    
                                    
                                    (6,131,089
                                    )Other
      receivable
                                    
                                    
                                    1,151,103
                                    
                                    
                                    
                                    (51,134
                                    )Due
      from related party
                                    
                                    
                                    (995,798
                                    )
                                    
                                    
                                    -Advances
                                    
                                    
                                    440,115
                                    
                                    
                                    
                                    -Prepayments
                                    
                                    
                                    (991,909
                                    )
                                    
                                    
                                    127,532Trade
      deposits
                                    
                                    
                                    2,109,924
                                    
                                    
                                    
                                    597,479Escrow
      deposits
                                    
                                    
                                    -
                                    
                                    
                                    
                                    764,330Increase
      / (decrease) in current liabilities:Accounts
      payable and accrued expenses
                                    
                                    
                                    3,554,277
                                    
                                    
                                    
                                    2,036,948Customer
      deposits
                                    
                                    
                                    325,446
                                    
                                    
                                    
                                    390,814Income
      tax payable
                                    
                                    
                                    385,391
                                    
                                    
                                    
                                    (564,060
                                    )Net
      cash provided by continuing operations
                                    
                                    
                                    17,069,277
                                    
                                    
                                    
                                    11,065,573Net
      cash provided by discontinued operations
                                    
                                    
                                    -
                                    
                                    
                                    
                                    435,259Net
      cash provided by operating activities
                                    
                                    
                                    17,069,277
                                    
                                    
                                    
                                    11,500,832CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of property & equipment
                                    
                                    
                                    (2,779,988
                                    )
                                    
                                    
                                    (3,627,267
                                    )Purchase
      of  intangibles
                                    
                                    
                                    (51,359
                                    )
                                    
                                    
                                    (187,810
                                    )(Increase)/Decrease
      in notes receivable
                                    
                                    
                                    (3,028,571
                                    )
                                    
                                    
                                    599,788Proceeds
      from sale of fixed assets
                                    
                                    
                                    5,599,590
                                    
                                    
                                    
                                    -Acquisition
      deposits
                                    
                                    
                                    497,330
                                    
                                    
                                    
                                    -Paid
      for acquisition – net of cash acquired
                                    
                                    
                                    (16,085,930
                                    )
                                    
                                    
                                    -Net
      cash (used in) continuing operations
                                    
                                    
                                    (15,848,928
                                    )
                                    
                                    
                                    (3,215,289
                                    )Net
      cash (used in) discontinued operations
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (1,035,125
                                    )Net
      cash (used in) by investing activities
                                    
                                    
                                    (15,848,928
                                    )
                                    
                                    
                                    (4,250,414
                                    )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      of equity financing
                                    
                                    
                                    18,768,054
                                    
                                    
                                    
                                    -Proceeds
      from warrants exercise
                                    
                                    
                                    -
                                    
                                    
                                    
                                    9,570Net
      cash provided by financing activities
                                    
                                    
                                    18,768,054
                                    
                                    
                                    
                                    9,570Effect
      of exchange rate changes on cash and cash equivalents
                                    
                                    
                                    (1,512
                                    )
                                    
                                    
                                    511,945Net
      change in cash and cash equivalents
                                    
                                    
                                    19,986,891
                                    
                                    
                                    
                                    7,771,933Cash
      and cash equivalents, beginning balance
                                    
                                    
                                    36,677,422
                                    
                                    
                                    
                                    15,720,182Cash
      and cash equivalents, ending balance
                                    
                                    $
                                    56,664,313
                                    
                                    
                                    $
                                    23,492,115SUPPLEMENTAL
      DISCLOSURES:Cash
      paid during the period for:Income
      taxes
                                    
                                    $
                                    4,875,346
                                    
                                    
                                    $
                                    4,164,214Other
      non-cash transactionsNet
      assets sold of discontinued operations
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    1,659,292Goodwill
      attributable to sold discontinued operations
                                    
                                    
                                    -
                                    
                                    
                                    
                                    3,630,539Note
      received on disposition
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (2,773,411
                                    )Fair
      value of treasury stock received
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (2,780,950
                                    )Loss
      on disposition
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (770,595
                                    )Net
      cash of discontinued operations
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    (1,035,125
                                    )Purchased
      goodwill
                                    
                                    $
                                    (14,915,770
                                    )
                                    
                                    $
                                    -Purchased
      intangible assets
                                    
                                    
                                    (3,236,376
                                    )
                                    
                                    
                                    -Fair
      value of assets purchased less cash acquired
                                    
                                    
                                    (767,601
                                    )
                                    
                                    
                                    -Acquisition
      financed with stock issuance
                                    
                                    
                                    2,833,817
                                    
                                    
                                    
                                    -Acquisition
      paid for with cash - net of acquired
                                    
                                    $
                                    (16,085,930
                                    )
                                    
                                    $
                                    -
  The
accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
  5
  UNIVERSAL
TRAVEL GROUP
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
 
 Note
1 - ORGANIZATION
  Universal
Travel Group was incorporated on January 28, 2004 under the laws of the State of
Nevada. Full Power Enterprise Global Limited – BVI was incorporated under the
laws of the British Virginia Islands. Shenzhen Yuzhilu Aviation Service
Co., Ltd. was incorporated on March 9, 1998 under the laws of the Peoples
Republic of China (PRC)., Shenzhen Speedy Dragon Enterprises Limited was
incorporated in August of 2002 under the laws of PRC, Xian Golden Net Travel
Serve Services was incorporated on July 25, 2001 under the laws of PRC, Shanghai
Lanbao Travel Service Co., Ltd. was established in 2002 under the laws of
Shanghai China. Foshan Overseas International Travel Service Co., Ltd. was
incorporated in 1990 under the laws of PRC, Chongqing Universal Travel
E-Commerce Co., Ltd. and Shenzhen Universal Travel Agency Co., Ltd. were
both incorporated in 2009 under the laws of PRC, Hebei Tianyuan Travel Agency
Co., Ltd. was incorporated in April 1999 under the laws of PRC, Huangshan
Holiday Travel Service Co., Ltd. was incorporated in April 1999 under the laws
of PRC, Zhengzhou Yulongkang Travel Agency Co., Ltd. was incorporated in 2000
under the laws of PRC,  Kunming Business Travel Service Co., Ltd. was
incorporated in 1993 under the laws of PRC, Shanxi Jinyang Travel Agency Co.,
Ltd. was incorporated in 1988 under the laws of PRC. Universal Travel group owns
100% of Full Power Enterprise Global Limited. Full Power Enterprise Global
Limited owns 100% of the Shenzhen Yuzhilu Aviation Service Co., Ltd.
Collectively these corporations are referred to herein as the
Company.
  On June
12, 2009, the Company entered into a termination agreement with Shenzhen Speedy
Dragon Enterprise Limited. Accordingly, the Company had accounted for Shenzhen
Speedy Dragon Enterprise Limited as a discontinued operation.
  The
Company is now engaged in the travel business, including airline ticketing,
hotel reservation services, and packaged tours planning and tours guide services
primarily in the PRC.
  Note
2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
  Basis of
Presentation
  These
accompanying financial statements present the Company's results of operations,
financial position and cash flows on a consolidated basis. The unaudited
condensed consolidated financial statements include Universal Travel Group and
its wholly-owned subsidiaries, significant intercompany transactions and
accounts have been eliminated in consolidation.
  These
accompanying unaudited condensed consolidated financial statements of Universal
Travel Group (the "Company"), have been prepared in accordance with accounting
principles generally accepted in the United States (“GAAP”) for interim
financial reporting. The Company's functional currency is the Chinese Renminbi,
however the accompanying unaudited condensed consolidated financial statements
have been translated and presented in United States Dollars. In the opinion of
management, these condensed consolidated financial statements include all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation of the results of the interim period. Accordingly, the results
from operations for the three and nine-month period ended September 30, 2010,
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2010.  These interim unaudited condensed
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and related notes included in our Annual
Report on Form 10-K for the year ended December 31, 2009, previously filed
with the Securities and Exchange Commission (“SEC”).
  The
Company operates in three segments in accordance with accounting guidance FASB
ASC Topic 280, "Segment Reporting." Our Chief Executive Officer has been
identified as the chief operating decision maker as defined by FASB ASC Topic
280.
  6
  UNIVERSAL
TRAVEL GROUP
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
 
 Note
2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  Reclassification
  Certain
prior-year amounts have been reclassified to conform to the current-year
presentation. These reclassifications had no effect on reported income or
losses.
 
 Discontinued
Operations
  On June
12, 2009, the Company entered into a termination agreement with Shenzhen Speedy
Dragon Enterprise Limited (“Speedy Dragon”). The Company had acquired all the
equity interest in Speedy Dragon on or about April 10, 2007 in exchange for
238,095 (post-reverse split) shares of the Company’s common stock and an
interest-free promissory note in the principal amount of $3,000,000 payable no
later than April 10, 2008.  Pursuant to the termination agreement, the
Company transferred back the equity interest in Speedy Dragon on or before June
30, 2009 and that the 238,095 (post-reverse split) shares of the Company’s
common stock were returned to the Company and canceled as of June 30,
2009.  In addition, the sole shareholder of Speedy Dragon was also
required to return to the Company an aggregate of $2,773,411, in cash, within
one year of the completion of all the formalities of the termination agreement.
The cash to be returned to the Company included a declared dividend in the
amount of $2,260,981 to be paid to the Company.
  The loss
on disposal of Shenzhen Speedy Dragon Enterprises Ltd was as
following:
  Consideration
                      
                      $
                      5,554,361Goodwill
      attributable to sold Shenzhen Speedy Dragon Enterprises
    Ltd.
                      
                      
                      (3,630,539
                      )Net
      equity of Shenzhen Speedy Dragon Ltd.
                      
                      
                      (2,694,417
                      )Loss
      on disposition of discontinued operation
                      
                      $
                      (770,595
                      )
 Accordingly,
the Company has accounted for Shenzhen Speedy Dragon Enterprise Limited as
discontinued operations. The consolidated financial statements reflect the
operating results and balance sheet items of the discontinued operations
separately from continuing operations. Prior year’s amounts have been
reclassified to conform with current year’s presentation of the discontinued
operations. The following table summarized the operating result of the
discontinued operations for the three and nine-month periods ended September 30,
2009:
  Three months
                      
                      
                      Nine monthsended
                      
                      
                      endedSeptember 30,
                      
                      
                      September 30,2009
                      
                      
                      2009Sales
                      
                      $
                      -
                      
                      
                      $
                      3,631,545Cost
      of sales
                      
                      
                      -
                      
                      
                      
                      (3,218,140
                      )Gross
      profit
                      
                      
                      -
                      
                      
                      
                      413,405Operating
      expenses
                      
                      
                      -
                      
                      
                      
                      (190,989
                      )Income
      from discontinued operation before income tax
                      
                      
                      -
                      
                      
                      
                      222,416Income
      tax
                      
                      
                      -
                      
                      
                      
                      (44,441
                      )Income
      from discontinued operations, net of income tax
                      
                      $
                      -
                      
                      
                      $
                      177,975
  7
  UNIVERSAL
TRAVEL GROUP
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
  Note
2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  Translation
Adjustment
  As of
September 30, 2010 and December 31, 2009, the accounts of Universal Travel Group
were maintained, and its financial statements were expressed, in Chinese Yuan
Renminbi (CNY). Such financial statements were translated into U.S. Dollars
(USD) in accordance with the Foreign Currency Matters Topic of the FASB
Accounting Standards Codification (“ASC 830”) with the CNY as the functional
currency. According to the Statement, all assets and liabilities were translated
at the current exchange rate, stockholders equity are translated at the
historical rates and income statement items are translated at the average
exchange rate for the period. The resulting translation adjustments are reported
under other comprehensive income in accordance with the Comprehensive Income
Topic of the FASB Accounting Standard Codification (“ASC 220”). Transaction
gains and losses are reflected in the income statement and such differences may
be material to the financial statements. The more significant estimates and
assumptions by management include among others: useful lives and residual values
of fixed assets, accounts receivable and notes receivables, stock based
compensation, valuations of warrant derivative liabilities, goodwill and
intangible assets impairments tests, and deferred taxes. The current economic
environment has increased the degree of uncertainty inherent in this estimates
and assumptions.
  Use of
Estimates
  The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates and such differences maybe
material to the financial statements. The more significant estimates and
assumptions made by management include among others, allowance for doubtful
accounts, long-lived asset impairment, useful lives and residual values of fixed
assets, stock based compensation, valuation of warrant derivative liability,
purchase price allocation of fair market value of assets and liabilities
acquired and deferred income taxes. The current economic environment has
increased the degree of uncertainty inherent in these estimates and
assumptions.
  Principles of
Consolidation
  The
consolidated financial statements include the accounts of Universal Travel Group
and its wholly owned subsidiaries Shenzhen Yuzhilu Aviation Service Co., Ltd.,
Shenzhen Speedy Dragon Enterprises Limited, Shanghai Lanbao Travel Service Co.,
Ltd., Xian Golden Net Travel Serve Services, Ltd., Foshan Overseas International
Travel Service Co. Ltd., Chongqing Universal Travel E-Commerce Co., Ltd.,
Shenzhen Universal Travel  Agency Co., Ltd., Hebei Tianyuan Travel
Agency Co., Ltd., Huangshan Holiday Travel Service Co., Ltd., Zhengzhou
Yulongkang Travel Agency Co., Ltd., Kunming Business Travel Service Co., Ltd.,
Shanxi Jinyang Travel Agency Co., Ltd., and Full Power Enterprise Global Limited
collectively referred to herein as the Company.  On June 12, 2009 the
Company entered into a termination agreement with Shenzhen Speedy Dragon
Enterprise Limited. Accordingly, the Company has accounted for Shenzhen Speedy
Dragon Enterprise Limited as a discontinued operation. The condensed
consolidated financial statements reflect the operating results and balance
sheet items of the discontinued operations separately from continuing
operations. Prior year’s amounts have been reclassified to conform with current
year’s presentation of the discontinued operations.  All material
inter-company accounts, transactions and profits have been eliminated in
consolidation.
  8
  UNIVERSAL TRAVEL
GROUP
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
  Note
2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  Risks and
Uncertainties
  The
Company's operation is located in the PRC. There can be no assurance that the
Company will be able to successfully continue the operation and failure to do so
would have a material adverse effect on the Company's financial position,
results of operations and cash flows. Also, the success of the Company's
operations is subject to numerous contingencies, some of which are beyond
management's control. These contingencies include general economic conditions,
competition, governmental and political conditions, and changes in regulations.
Among other risks, the Company's operations will be subject to risk of
restrictions on transfer of funds, domestic and international customs, changing
taxation policies, foreign exchange restrictions, and political and governmental
regulations.
  Contingencies
  Certain
conditions may exist as of the date the financial statements are issued. These
conditions may result in a future loss to the Company but which will only be
resolved when one or more future events occur or fail to occur. The Company’s
management and legal counsel assess such contingent liabilities, and such
assessment inherently involves an exercise of judgment. In assessing loss
contingencies related to legal proceedings that are pending against the Company
or unasserted claims that may result in such proceedings, the Company’s legal
counsel evaluates the perceived merits of any legal proceedings or unasserted
claims as well as the perceived merits of the amount of relief sought or
expected to be sought.
  If the
assessment of a contingency indicates that it is probable given the current
economic environment that a material loss has been incurred and the amount of
the liability can be estimated, then the estimated liability would be accrued in
the Company’s financial statements. If the assessment indicates that a potential
material loss contingency is not probable but is reasonably possible, or is
probable but cannot be estimated, then the nature of the contingent liability,
together with an estimate of the range of possible loss if determinable and
material would be disclosed. Loss contingencies considered to be remote by
management are generally not disclosed unless they involve guarantees, in which
case the guarantee would be disclosed.
  Cash and Cash
Equivalents
  Cash and
cash equivalents include cash on hand and cash in time deposits, certificates of
deposit and all highly liquid debt instruments with original maturities of three
months or less. As of September 30, 2010 and December 31, 2009, our
cash and cash equivalents consisted primarily of prime institutional money
market funds with no maturities limit as well as bank account balances. Given
the current economic environment and the financial conditions of the banking
industry there is risk that deposits may not be readily available or covered by
such insurance,
The Company has had no loss on excess cash in domestic or foreign banks in past
years. As of September 30, 2010, cash on hand and cash in bank are $241,059 and
$56,423,254, respectively.
  9
  UNIVERSAL
TRAVEL GROUP
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
 
 Note
2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  Accounts
Receivable
  The
Company maintains reserves for potential credit losses on accounts receivable.
Management reviews the composition of accounts receivable and analyzes
historical bad debts, customer concentrations, customer credit worthiness,
current economic trends and changes in customer payment patterns to evaluate the
adequacy of these reserves. Terms of the sales vary. Reserves are recorded
primarily on a specific identification basis. Allowance for doubtful accounts
amounted to $475,505 and $414,927 as of September 30, 2010 and December 31,
2009, respectively. The Company does not have any off balance sheet exposure
related to its customers.
  Description
                
                Balance
      at
                  beginning
      of year
                
                Charged
      to expenses
                
                Deductions
                
                Balance as
      of
                  September
      30, 2010Allowance
      for doubtful receivables
                
                $
                414,927
                
                $
                59,578
                
                $
                -
                
                $
                475,505
  Property &
Equipment
  Property
and equipment are stated at cost less accumulated depreciation. Expenditures for
maintenance and repairs are charged to earnings as incurred; additions, renewals
and betterments are capitalized. When property and equipment are retired or
otherwise disposed of, the related cost and accumulated depreciation are removed
from the respective accounts, and any gain or loss is included in operations.
Depreciation of property and equipment is provided using the straight-line
method for substantially all assets with estimated lives of:
  Transportation
      equipment
                
                5
      yearsOffice
      equipment
                
                5
      yearsLeasehold
      Improvements
                
                5 –
      10 yearsor
      the shorter of the lease term
 As of
September 30, 2010 and December 31, 2009, Property & Equipment of consist of
the following:
  September
      30, 2010
                            
                            
                            December
      31, 2009Transportation
      equipment
                            
                            $
                            428,749
                            
                            
                            $
                            150,232Furniture
      and  equipment
                            
                            
                            455,402
                            
                            
                            
                            4,170,197Leasehold
      improvements
                            
                            
                            1,465,384
                            
                            
                            
                            1,385,4812,349,535
                            
                            
                            
                            5,705,910Accumulated
      depreciation
                            
                            
                            (884,712
                            )
                            
                            
                            (713,233
                            )$
                            1,464,823
                            
                            
                            $
                            4,992,677
 
 10
  UNIVERSAL
TRAVEL GROUP
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
 
 Note
2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  Property & Equipment
(Continued)
  Depreciation
expense for the three months ended September 30, 2010 and 2009 was $304,974 and
$189,567, respectively, of which $70,296 and $175,056 was included as part of
cost of services for the three months ended September 30, 2010 and 2009,
respectively.
  Depreciation
expense for the nine months ended September 30, 2010 and 2009 was $950,879 and
$324,734, respectively, of which $177,528 and $292,261 was included as part of
cost of services for the nine months ended September 30, 2010 and 2009,
respectively. However, the depreciation expenses for the nine months ended
September 30, 2010 included those of disposed furniture and equipment on
September 9, 2010.
  Sales of
equipment
  On
September 9, 2010, our subsidiary, Shenzhen Yuzhilu Aviation Service Co. sold
all of its 1,523 TRIPEASY kiosks to Shenzhen Xunbao E-Commerce Co., Ltd. for a
total proceed of $5,698,488.  The original cost of the 1,523 TRIPEASY
Kiosk was $6,650,592, excluding the accumulative depreciation of $1,017,957,
resulting in a gain of $65,853.
  On
September 10, 2010, Shenzhen Xunbao E-Commerce Co. paid the amount of $1,492,961
to YZL as the first payment. The second payment amount of $2,239,441 and the
remaining amount are due within 30 and 90 days of the closing date,
respectively. As of September 30, 2009, the balance due from Shenzhen Xunbao was
$4,523,883 and recorded in note receivable in the accompanying Condensed
Consolidated Balance Sheet at September 30, 2010.
  Goodwill
  Goodwill
represents the excess cost of a business acquisition over the fair value of the
net assets acquired.  In accordance with the Intangibles, Goodwill and
other topic of the FASB Accounting Standard Codification (“ASC 350”),
indefinite-life identifiable intangible assets and goodwill are not amortized.
Under the provisions of ASC 350, we are required to perform an annual impairment
test of our goodwill. Goodwill impairment is determined using a two-step
process.  The first step of the goodwill impairment test is used to
identify potential impairment by comparing the fair value of a reporting unit,
which we define as our business segments, with its net book value or carrying
amount including goodwill. If the fair value of a reporting unit exceeds its
carrying amount, goodwill of the reporting unit is considered not impaired and
the second step of the impairment test is unnecessary.  If the
carrying amount of a reporting unit exceeds its fair value, the second step of
the goodwill impairment test compares the implied fair value of the reporting
unit's goodwill with the carrying amount of that goodwill. If the carrying
amount of the reporting unit's goodwill exceeds the implied fair value of that
goodwill, an impairment loss is recognized in an amount equal to that
excess.  The implied fair value of goodwill is determined in the same
manner as the amount of goodwill recognized in a business
combination.  The fair value of the reporting unit is allocated to all
of the assets and liabilities of that unit including any unrecognized intangible
assets as if the reporting unit had been acquired in a business combination and
the fair value of the reporting unit was the purchase  price paid to
acquire the reporting unit. Impairment evaluations involve management's
estimates on asset useful lives and future cash flows. Actual useful lives and
cash flows could be different from those estimated by management which could
have a material effect on our reporting results and financial positions. Fair
value is determined through various techniques including discounted cash flow
models, quoted market values and third-party independent appraisals, as
considered necessary.
  11
  UNIVERSAL
TRAVEL GROUP
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
 
 Note
2 -SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  Goodwill
(Continued)
  As of
September 30, 2010 and December 31, 2009, Goodwill consists of the
following:
 
 June
      30, 2010
                      
                      
                      December
      31,2009Shanghai
      Lanbao Travel Service Co., Ltd.
                      
                      $
                      3,081,799
                      
                      
                      $
                      3,081,799Foshan
      International Travel Service Co., Ltd.
                      
                      
                      6,049,576
                      
                      
                      
                      6,049,576Xian
      Golden Net Travel Serve Services Co.,Ltd.
                      
                      
                      764,895
                      
                      
                      
                      764,895Zhengzhou
      Yulongkang Agency Co., Ltd.
                      
                      
                      4,102,061
                      
                      
                      
                      -Hebei
      Taiyuan Travel Agency Co., Ltd.
                      
                      
                      3,208,455
                      
                      
                      
                      -Huangshan
      Holiday Travel Service Co., Ltd
                      
                      
                      1,949,080
                      
                      
                      
                      -Kunming
      Business Travel Service Co., Ltd.
                      
                      
                      4,009,070
                      
                      
                      
                      -Shanxi
      Jinyang Travel Agency Co., Ltd.
                      
                      
                      1,647,104
                      
                      
                      
                      -$
                      24,812,040
                      
                      
                      $
                      9,896,270
 
 Long-Lived
Assets
  The
Company applies the provisions of FASB Accounting Standard Codification (“ASC
360”), which addresses financial accounting and reporting for the impairment or
disposal of long-lived assets.  The Company periodically evaluates the
carrying value of long-lived assets to be held and used in accordance with ASC
360. ASC 360 requires impairment losses to be recorded on long-lived assets used
in operations when indicators of impairment are present and the undiscounted
cash flows estimated to be generated by those assets are less than the assets
carrying amounts. In that event, a loss is recognized based on the amount by
which the carrying amount exceeds the fair market value of the long-lived
assets. Loss on long-lived assets to be disposed of is determined in a similar
manner, except that fair market values are reduced for the cost of disposal.
Based on its review, the Company believes that, as of September 30, 2010 and
December 31, 2009 there were no significant impairments of its long-lived
assets. However, there can be no assurances that demand for the Company's
services will continue, which could result in an impairment of long-lived assets
in the future.
  Derivative
Liability
  The
Company issued warrants in connection with the “Securities Purchase Agreement”
dated August 28, 2008 with certain reset exercise price
provisions.  If the Company issues or sells shares of its common stock
after the August 28, 2008 Securities Purchase Agreement or Financing 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.
  12
  UNIVERSAL
TRAVEL GROUP
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
 
 Note
2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  Derivative Liability
(Continued)
  Upon the
Company’s adoption of the Derivative and Hedging Topic of the FASB Accounting
Standards Codification (“ASC 815”) on January 1, 2009, the Company
determined that the warrants did not qualify for a scope exception under ASC 815
as they were determined to not be indexed to the Company’s stock as prescribed
by ASC 815.  On January 1, 2009, the warrants, under ASC 815, were
reclassified from equity to derivative liability at its fair market value of
$2,091,738 and marked to market.  The values of the warrants were decreased
by $536,777 from the warrants issuance date to the adoption date of ASC 815 on
January 1, 2009.  As of January 1, 2009, the cumulative effect in
adopting ASC 815 was a reduction to additional paid in capital of $2,091,738 to
reclassify the warrants from equity to derivative liability and an increase in
retained earnings of $536,777 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 three and nine month
periods ended September 30, 2010, the Company recorded a gain on change in fair
value of derivative liability of $304,177 and $1,253,181, respectively, to mark
to market for the increase in fair value of the warrants during the three and
nine month periods ended September 30, 2010.   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 reset provisions at January 1, 2009 was
$1,470,199 as the initial fair value at the adoption date of EITF No.
07-05.  The fair value was determined using the Black Scholes Option
Pricing Model based on the following assumptions:  dividend
yield: 0%; volatility:129%, risk free rate: 1.72%, expected term: 4.65
years.
  The
Company determined the fair value of the reset provisions at September 30, 2010
was $562,139. The fair value was determined using the Black Scholes Option
Pricing Model based on the following assumptions: dividend yield: -0-%;
volatility: 112%, risk free rate: 1.27%, expected term: 2.91years.
  Fair Value of Financial
Instruments
  The
Company applies the provisions of accounting guidance, FASB Topic ASC 820 that
requires all entities to disclose the fair value of financial instruments, both
assets and liabilities recognized and not recognized on the balance sheet, for
which it is practicable to estimate fair value, and defines fair value of a
financial instrument as the amount at which the instrument could be exchanged in
a current transaction between willing parties. As of September 30, 2010, the
fair value of cash and cash equivalents, accounts receivable, other receivables,
and accounts payable approximated carrying value due to the short maturity of
the instruments, or are based on quoted market prices or interest rates
which fluctuate with market rates except for related party debt or receivables
for which it is not practicable to estimate fair value.
  Fair Value
Measurements
  Effective
January 1, 2009, the FASB ASC Topic 825, Financial Instruments, requires
disclosures about fair value of financial instruments. The FASB ASC Topic 820,
Fair Value Measurements and Disclosures, clarifies the definition of fair value
for financial reporting, establishes a framework for measuring fair value and
requires additional disclosures about the use of fair value measurements.
Various inputs are considered when determining the fair value of the Company’s
derivative liability. The inputs or methodologies used for valuing securities
are not necessarily an indication of the risk associated with investing in these
securities. These inputs are summarized in the three broad levels listed
below.
  13
  UNIVERSAL
TRAVEL GROUP
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
 
 Note
2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  Fair Value Measurements
(Continued)
  · Level 1
– observable market inputs that are unadjusted quoted prices for identical
assets or liabilities in active markets.
 · Level 2
– other significant observable inputs (including quoted prices for similar
securities, interest rates, credit risk, etc.).
 · Level 3
– significant unobservable inputs (including the Company’s own assumptions in
determining the fair value of investments).
  The
Company’s adoption of FASB ASC Topic 825 did not have a material impact on the
Company’s condensed consolidated financial statements. The carrying value of
financial assets and liabilities recorded at fair value is measured on a
recurring or nonrecurring basis. Financial assets and liabilities measured on a
non-recurring basis are those that are adjusted to fair value when a significant
event occurs. The Company had no financial assets or liabilities carried and
measured on a nonrecurring basis during the reporting periods. Financial assets
and liabilities measured on a recurring basis are those that are adjusted to
fair value each time a financial statement is prepared.
  The
availability of inputs observable in the market varies from instrument to
instrument and depends on a variety of factors including the type of instrument,
whether the instrument is actively traded, and other characteristics particular
to the transaction. For many financial instruments, pricing inputs are readily
observable in the market, the valuation methodology used is widely accepted by
market participants, and the valuation does not require significant management
discretion. For other financial instruments, pricing inputs are less observable
in the market and may require management judgment.
  Revenue
Recognition
  The
Company’s revenue recognition policies are in compliance with FASB Accounting
Standards Codification Topic on Revenue Recognition (“ASC 605” and SAB 104).
Revenue is recognized at the date the price is fixed or determinable, the
delivery is completed, no other significant obligations of the Company exist and
collectability is reasonably assured.
  The
Company had four types of revenue stream from its four lines of businesses,
namely (i) air-ticketing (Shenzhen Yuzhilu Aviation Service Co., Ltd. and
Chongqing Universal Travel E-Commerce Co., Ltd.), (ii) hotel reservations
(Shanghai Lanbao Travel Service Co., Ltd.), (iii) packaged tours (Foshan
International Travel Service Co., Ltd., Xian Golden Net Travel Serve Services
Co, Ltd. and Shenzhen Universal Travel Agency Co., Ltd.) and (iv) air cargo
agency services (Shenzhen Speedy Dragon Enterprises Ltd.).  On June
12, 2009, the Company entered into a termination agreement with Shenzhen Speedy
Dragon Enterprise Ltd. Accordingly the Company has accounted for Shenzhen Speedy
Dragon Enterprise Ltd, its air cargo agency services as a discontinued operation
(see Note 2 Discontinued Operations).  Effective June 12, 2009, the
Company has three types of revenue stream from its current three lines of
businesses.
  Air-ticketing
services
  The
Company receives commissions from travel suppliers for air-ticketing services
through its transaction and service platform under various services agreements.
The Company does not charge customers differently from the prices provided by
travel suppliers.  The Company has no discretion on the air ticket
prices or the applicable commission rates as they are dictated by the travel
suppliers. Commissions from air-ticketing services rendered are recognized after
air tickets are issued. The Company presents revenues from such transactions on
a net basis in the statements of income as the Company, generally, does not
assume inventory risks and has no obligations for cancelled airline ticket
reservations.
  14
  UNIVERSAL
TRAVEL GROUP
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
 
 Note
2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  Revenue Recognition
(Continued)
  Hotel reservation
services
  The
Company receives commissions from travel suppliers for hotel room reservations
through its transaction and service platform. The Company does not charge
customers differently from the prices provided by hotel
suppliers.  The Company has no discretion on the hotel room prices or
the applicable commission rates as they are dictated by the hotel
suppliers.  Commissions from hotel reservation services rendered are
recognized after hotel customers have completed their stay at the applicable
hotel and upon confirmation of pending payment of the commissions by the hotel.
The Company presents revenues from such transactions on a net basis in the
statements of income as the Company, generally, does not assume inventory risks
and has no obligations for cancelled hotel reservations.
  Packaged-tour
  The
Company receives fees from providing domestic and cross-border travel tour
services.  The Company contracts with traffic service providers,
accommodation providers and leisure service providers to purchase air tickets,
train and coach tickets, accommodation and leisure or entertainment packages in
bulk and then resell them to its customers with a mark-up.  Fees
generated from packaged-tours are recognized on a gross basis in the statements
of income, when the tour is completed, as the Company, generally, undertakes the
majority of the business risk.  The Company is the primary obligor to
pay the service providers upon rendering of those services.  In
addition, the Company acts as principal related to the packaged-tour services
rendered.  Generally, the Company does not issue refunds to its
customers unless cancellation is due to its and or the service provider’s
non-delivery of services. Historically, refunds and cancellations do not have a
material impact on the Company’s condensed consolidated financial statements in
any accounting period.
  Air Cargo
Business
  The
Company received fees from its air cargo business. However, this business
segment had been accounted for as a discontinued operation upon consummation of
a termination agreement with Shenzhen Speedy Dragon Enterprise Ltd dated June
12, 2009.  The Company basically brokered air cargo spaces and resold
them to local logistic companies to generate revenue.  The Company had
contracted with Chinese domestic airlines as its vendors to carry out its cargo
services.  Revenues generated from air cargo business were recognized
on a gross basis in the statements of income, when the service was rendered, as
the Company, generally, undertook the majority of the business
risk.  The Company was the primary obligor to pay the service
providers upon rendering of those services.  In addition, the Company
acted as principal related to the air cargo services
rendered.  Customers were charged based on the class and weight of
goods shipped.
  Historically,
the Company has experienced minimum and or immaterial returns and or
cancellation from its lines of businesses, which amount if any, would have no
material impact on its consolidated financial
statements.  Accordingly, no allowance has been provided for in the
periods presented.
  15
  UNIVERSAL
TRAVEL GROUP
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
 
 Note
2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  Cost of
Services
  Costs of
services for air tickets cover mainly business and revenue related
taxes.  Costs of services for hotel reservations cover mainly business
and revenue related taxes, as well as commissions paid to the sales agents for
selling hotel rooms in the Company’s system, no any accrued commission split to
sales agents due to the same day transaction. Costs of services for the cargo
agency business mainly included the costs of warehousing and delivery
charges.  Costs of services for packaged tours include meals,
transportation (airline tickets, train tickets and car rental), lodging, airport
transfers, tickets to local attractions and tours. However
  Other
direct costs such as systems and related technologies used by each segment
operations, and costs associated with payment processing are also included in
the Company’s Costs of Services. In addition, the Company allocates costs of
labor and facilities, depreciation, communications, and utility expenses
incurred by each segment between costs of services and general administrative
expenses.  The percentage, ranging from 50% to 80%, allocated to costs
of sales is based on management estimate, and the percentage allocated is
estimated to be directly associated with the generation of
revenues.
  Consolidated
costs such as stock-based compensation and corporate professional fees are not
allocated to any segment. These costs are reported as general operating expenses
in the Company’s Statements of Operations. For the three month periods ended
September 30, 2010 and 2009, such expenses amounted $344,112 and $787,666,
respectively. For the nine month periods ended September 30, 2010 and 2009, such
expenses amounted $1,021,116and $1,625,068, respectively.
  Advertising
  Advertising
expenses consist primarily of costs of promotion for corporate image and product
marketing and costs of direct advertising. The Company expenses all advertising
costs as incurred.
  Income
Taxes
  The
Company utilizes FASB Accounting Standards Codification Topic on Income Taxes
(“ASC 740”), which requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have been
included in the financial statements or tax returns. Under this method, deferred
income taxes are recognized for the tax consequences in future years of
differences between the tax bases of assets and liabilities and their financial
reporting amounts ateach period end based on
enacted tax laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount
expected to be realized.
  Statement of Cash
Flows
  In
accordance with FASB Accounting Standards Codification Topic on Statement of
Cash flows (“ASC 230”), cash flows from the Company’s operations are based upon
the local currencies. As a result, amounts related to assets and liabilities
reported on the statement of cash flows will not necessarily agree with changes
in the corresponding balances on the balance sheet.
  16
  UNIVERSAL
TRAVEL GROUP
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
  Note
2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  Intangibles
  Intangible
assets are amortized using the straight-line method over their estimated period
of benefit. Evaluation of the recoverability of intangible assets is made
annually to take into account events or circumstances that warrant revised
estimates of useful lives or that indicate that impairment exists. All of our
intangible assets are subject to amortization. No impairments of intangible
assets have been identified during any of the periods presented. The Company’s
intangible assets consist primarily of map of hotels and scenic spots used for
marketing purposes, CRM systems software, accounting software. These definitive
lived intangible assets are being amortized over their useful lives.
Expenditures of $51,359 and $187,810 were capitalized for the nine month periods
ended September 30, 2010 and 2009, respectively, and will be amortized over a 5
year life.  In conjunction the acquisitions during the nine month
periods ended September 30, 2010, the Company capitalized $3,236,376 of
Identifiable Intangible Assets, which are being amortized over 5 years. The
Company recorded amortization expenses for definitive lived intangible assets of
$23,687 and $42,322 for the three month periods ended September 30, 2010 and
2009, $69,248 and $97,894 for the nine month periods ended September 30, 2010
and 2009, respectively, and amortization expenses for Identifiable Intangible
Assets of $161,819 and $422,755 for the three and nine month periods ended
September 30, 2010, respectively. The Company will record approximately
$742,024, $742,024, $742,024, $680,496, and $228,404 over the next five years,
respectively.
  Concentration of Credit
Risk
  Financial
instruments that potentially subject the Company to concentrations of credit
risk are cash, accounts receivable and other receivables arising from its normal
business activities. The Company places its cash in what it believes to be
credit-worthy financial institutions. The Company has a diversified customer
base, most of which are in China. The Company controls credit risk related to
accounts receivable through credit approvals, credit limits and monitoring
procedures. The Company routinely assesses the financial strength of its
customers and, based upon factors surrounding the credit risk, establishes an
allowance, if required, for uncollectible accounts and, as a consequence,
believes that its accounts receivable credit risk exposure beyond such allowance
is limited.
  Net Income (Loss) Per
Share
  The
Company accounts for net income (loss) per share EPS in accordance with FASB
Accounting Standards Codification Topic on Earning Per Share (“ASC 260”), which
requires presentation of basic and diluted EPS on the face of the statement of
income for all entities with complex capital structures and requires a
reconciliation of the numerator and denominator of the basic EPS computation to
the numerator and denominator of the diluted EPS.  Basic net income
(loss) per share is computed by dividing net income (loss) by the weighted
average number of shares of common stock outstanding during each
period.  It excludes the dilutive effects of potentially issuable
common shares such as those related to the Company’s warrants and stock options
(calculated using the treasury stock method).  Diluted net income
(loss) per share is calculated by including potentially dilutive share issuances
in the denominator.
  17
  UNIVERSAL
TRAVEL GROUP
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
  Note
2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  Net Income (Loss) Per Share
(Continued)
  The
following table sets forth the computation of basic and diluted earnings per
share of common stock:
  Nine
      months ended Sept 30,
                                          
                                          
                                          Three
      months ended Sept 30,2010
                                          
                                          
                                          2009
                                          
                                          
                                          2010
                                          
                                          
                                          2009Basic
      earnings from continuing operations per share:Numerator:Income
      from continuing operations  used in computing basic earnings per
      share
                                          
                                          $
                                          17,408,085
                                          
                                          
                                          $
                                          6,102,040
                                          
                                          
                                          $
                                          7,274,046
                                          
                                          
                                          $
                                          4,712,905Income
      from continuing operations applicable to common
    shareholders
                                          
                                          $
                                          17,408,085
                                          
                                          
                                          $
                                          6,102,040
                                          
                                          
                                          $
                                          7,274,046
                                          
                                          
                                          $
                                          4,712,905Denominator:Weighted
      average common shares outstanding
                                          
                                          
                                          18,020,554
                                          
                                          
                                          
                                          13,828,739
                                          
                                          
                                          
                                          19,898,235
                                          
                                          
                                          
                                          13,739,880Basic
      earnings per share from continuing operations
                                          
                                          $
                                          0.97
                                          
                                          
                                          $
                                          0.44
                                          
                                          
                                          $
                                          0.37
                                          
                                          
                                          $
                                          0.34Diluted
      earnings per share from continuing operations:Numerator:Income
      from continuing operations used in computing diluted earnings per
      share
                                          
                                          $
                                          17,408,085
                                          
                                          
                                          $
                                          6,102,040
                                          
                                          
                                          $
                                          7,274,046
                                          
                                          
                                          $
                                          4,712,905Income
      from continuing operations applicable to common
    shareholders
                                          
                                          $
                                          17,408,085
                                          
                                          
                                          $
                                          6,102,040
                                          
                                          
                                          $
                                          7,274,046
                                          
                                          
                                          $
                                          4,712,905Denominator:Weighted
      average common shares outstanding
                                          
                                          
                                          18,020,554
                                          
                                          
                                          
                                          13,828,739
                                          
                                          
                                          
                                          19,898,235
                                          
                                          
                                          
                                          13,739,880Weighted
      average effect of dilutive securities:Stock
      options and warrants
                                          
                                          
                                          771,966
                                          
                                          
                                          
                                          1,061,579
                                          
                                          
                                          
                                          475,301
                                          
                                          
                                          
                                          1,705,470Shares
      used in computing diluted net income  per share
                                          
                                          
                                          18,792,520
                                          
                                          
                                          
                                          14,890,318
                                          
                                          
                                          
                                          20,373,536
                                          
                                          
                                          
                                          15,445,350Diluted
      earnings per share from continuing operations
                                          
                                          $
                                          0.93
                                          
                                          
                                          $
                                          0.41
                                          
                                          
                                          $
                                          0.36
                                          
                                          
                                          $
                                          0.31
 
 18
  UNIVERSAL
TRAVEL GROUP
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
  Note
2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  Net Income (Loss) Per Share
(Continued)
  Nine
      months ended Sept 30,
                                                    
                                                    
                                                    Three
      months ended Sept 30,2010
                                                    
                                                    
                                                    2009
                                                    
                                                    
                                                    2010
                                                    
                                                    
                                                    2009Basic
      earnings (losses) from discontinuing operations per share:Numerator:Income
      (loss) from discontinuing operations  used in computing basic
      earnings per share
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    (592,620
                                                    )
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -Income
      (loss) from discontinuing operations applicable to common
      shareholders
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    (592,620
                                                    )
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -Denominator:Weighted
      average common shares outstanding
                                                    
                                                    
                                                    18,020,554
                                                    
                                                    
                                                    
                                                    13,828,739
                                                    
                                                    
                                                    
                                                    19,898,235
                                                    
                                                    
                                                    
                                                    13,739,880Basic
      (loss) per share from discontinuing operations
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    (0.04
                                                    )
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -Diluted
      earnings (losses) per share from discontinuing operations:Numerator:Income
      (loss) from discontinuing operations used in computing diluted earnings
      (losses) per share
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    (592,620
                                                    )
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -Income
      (loss) from discontinuing operations applicable to common
      shareholders
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    (592,620
                                                    )
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -Denominator:Weighted
      average common shares outstanding
                                                    
                                                    
                                                    18,020,554
                                                    
                                                    
                                                    
                                                    13,828,739
                                                    
                                                    
                                                    
                                                    19,898,235
                                                    
                                                    
                                                    
                                                    13,829,091Weighted
      average effect of dilutive securities:Stock
      options and  warrants
                                                    
                                                    
                                                    771,966
                                                    
                                                    
                                                    
                                                    1,061,579
                                                    
                                                    
                                                    
                                                    475,301
                                                    
                                                    
                                                    
                                                    1,616,259Shares
      used in computing diluted net income (loss) per share
                                                    
                                                    
                                                    18,792,520
                                                    
                                                    
                                                    
                                                    14,890,318
                                                    
                                                    
                                                    
                                                    20,373,536
                                                    
                                                    
                                                    
                                                    15,445,350Diluted
      (loss) per share from discontinuing operations
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    (0.04
                                                    )
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -Total
      net income per common shareBasic
                                                    
                                                    $
                                                    0.97
                                                    
                                                    
                                                    $
                                                    0.40
                                                    
                                                    
                                                    $
                                                    0.37
                                                    
                                                    
                                                    $
                                                    0.34Diluted
                                                    
                                                    $
                                                    0.93
                                                    
                                                    
                                                    $
                                                    0.37
                                                    
                                                    
                                                    $
                                                    0.36
                                                    
                                                    
                                                    $
                                                    0.31
 
 19
  UNIVERSAL
TRAVEL GROUP
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
  Note
2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  Stock Based
Compensation
  For
purposes of determining the variables used in the calculation of stock
compensation expense under the provisions of FASB ASC Topic 505,“Equity” and
FASB ASC Topic 718, “Compensation — Stock Compensation,” we perform an analysis
of current market data and historical Company data to calculate an estimate of
implied volatility, the expected term of the option and the expected forfeiture
rate. With the exception of the expected forfeiture rate, which is not an input,
we use these estimates as variables in the Black-Scholes option pricing model.
Depending upon the number of stock options granted, any fluctuations in these
calculations could have a material effect on the results presented in our
condensed consolidated statement of operations. In addition, any differences
between estimated forfeitures and actual forfeitures could also have a material
impact on our financial statements.
  Share-based
compensation costs that have been included in operating expenses amounted to
$313,842 and $306,432 for the three months ended September 30, 2010 and 2009,
respectively, and $990,846 and $802,157 for the nine months ended September 30,
2010 and 2009, respectively.
  Related
parties
  Parties
are considered to be related if one party has the ability, directly or
indirectly, to control the other party or exercise significant influence over
the other party in making financial and operational decisions. Parties are also
considered to be related if they are subject to common control or common
significant influence. Related parties may be individuals or corporate
entities.
  Recent Accounting
Pronouncements
  In
January 2010, the FASB issued Accounting Standards Update No. 2010-06 (ASU
2010-06), Fair Value Measurements and Disclosures which amends ASC Topic 820,
adding new requirements for disclosures for Levels 1 and 2, separate disclosures
of purchases, sales, issuances, and settlements relating to Level 3 measurements
and clarification of existing fair value disclosures.  ASU 2010-06 is
effective for interim and annual periods beginning after December 15, 2009,
except for the requirement to provide Level 3 activity of purchases, sales,
issuances, and settlements on a gross basis, which will be effective for fiscal
years beginning after December 15, 2010 (the Company’s fiscal year 2012); early
adoption is permitted.  There was no material impact upon the adoption
of this standard on the Company’s consolidated financial
statements.
  Note
3 – TRADE DEPOSITS AND
ADVANCES
  Trade
deposits represents amount held by Airlines and agency. As ofSeptember 30,
2010 and December 31, 2009 the Company had paid $7,802,370 and $9,775,735 as
trade deposits respectively.
  The
following summaries the Company’s deposits outstanding by each of its
subsidiaries and the nature and purpose of each deposit as of September 30, 2010
and December 31, 2009:
  20
  UNIVERSAL
TRAVEL GROUP
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
  Note
3 – TRADE DEPOSITS AND
ADVANCES (CONTINUTED)
  September 30,
                                      
                                      
                                      December 31,2010
                                      
                                      
                                      2009Shenzhen
      Yuzhilu Aviation Service Co., Ltd:Deposit
      for TRIPEASY
      kiosks. In September 2010, all of kiosks were sold.
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      1,465,592Deposit
      for central ticket system. This was a deposit for obtaining air tickets
      from third party before any payments, and the full amounts are
      returnable.
                                      
                                      
                                      3,882
                                      
                                      
                                      
                                      -Deposit
      for government according to regulation.
                                      
                                      
                                      49,268
                                      
                                      
                                      
                                      -Deposit
      for airlines. This was a deposit for issuing air-tickets, and the full
      amount is returnable if the company discontinues air-ticket
      business.
                                      
                                      
                                      686,762
                                      
                                      
                                      
                                      2,811,004Deposit
      for Financial System Software
                                      
                                      
                                      -
                                      
                                      
                                      
                                      16,898Deposit
      for air-ports. This was a deposit for admittance to do marketing in
      air-ports, and is deductible against monthly rental obligation to
      air-ports
                                      
                                      
                                      23,589
                                      
                                      
                                      
                                      8,508Deposit
      for agencies. This was a deposit for the company to issue other ticket
      agencies' special fare air-ticket, and the full amount is returnable if
      the company discontinues its business with other agencies.
                                      
                                      
                                      3,336,767
                                      
                                      
                                      
                                      1,100,158Subtotal
                                      
                                      
                                      4,100,267
                                      
                                      
                                      
                                      5,402,160Huangshan
      Holiday Travel Agency Co., Ltd.:Advance
      payment to tour guides for expenses during leading the tour. This will be
      transferred to costs when the tour guide returns from the
      tour.
                                      
                                      
                                      896
                                      
                                      
                                      
                                      -Subtotal
                                      
                                      
                                      896
                                      
                                      
                                      
                                      -Foshan
      Overseas International Travel Service Co. Ltd.:Deposit
      paid to tour companies.  This was a deposit for co-operate
      travel agencies, and is deductible against tour payments, the balance is
      returnable when cease doing business with these agencies.
                                      
                                      
                                      159,747
                                      
                                      
                                      
                                      -Deposit
      for agencies. This was a deposit for the company to issue other ticket
      agencies' special fare air-ticket, and the full amount is returnable if
      the company discontinues its business with other agencies.
                                      
                                      
                                      304,009
                                      
                                      
                                      
                                      969,261Advance
      payment to tour guides for expenses during leading the tour. This will be
      transferred to costs when the tour guide returns from the
      tour.
                                      
                                      
                                      -
                                      
                                      
                                      
                                      243,342Subtotal
                                      
                                      
                                      463,756
                                      
                                      
                                      
                                      1,212,603Xian
      Golden Net Travel Serve Services, Ltd.:Deposit
      for Tour companies. This was a deposit for co-operate travel agencies, and
      is deductible against tour payments, the balance is returnable when cease
      doing business with these agencies
                                      
                                      
                                      432,959
                                      
                                      
                                      
                                      425,396Deposit
      for agencies. This was a deposit for the company to issue other ticket
      agencies' special fare air-ticket, and the full amount is returnable if
      the company discontinues its business with other agencies.
                                      
                                      
                                      134,366
                                      
                                      
                                      
                                      -Deposit
      for transportations. This was a deposit for co-operate transportation
      suppliers, and is deductible against transportation payments, the balance
      is returnable when cease doing business with these
    agencies.
                                      
                                      
                                      -
                                      
                                      
                                      
                                      132,019Subtotal
                                      
                                      
                                      567,325
                                      
                                      
                                      
                                      557,415Chongqing
      Travel World E-Business Co., Ltd.Deposit
      for agencies. This was a deposit for the company to issue other ticket
      agencies' special fare air-ticket, and the full amount is returnable if
      the company discontinues its business with other agencies.
                                      
                                      
                                      2,632,802
                                      
                                      
                                      
                                      2,587,279Subtotal
                                      
                                      
                                      2,632,802
                                      
                                      
                                      
                                      2,587,279Shenzhen
      Universal Travel Agency Co., Ltd.Deposit
      for agencies. This was a deposit for the company to issue other ticket
      agencies' special fare air-ticket, and the full amount is returnable if
      the company discontinues its business with other agencies.
                                      
                                      
                                      37,324
                                      
                                      
                                      
                                      16,278Subtotal
                                      
                                      
                                      37,324
                                      
                                      
                                      
                                      16,278Total
                                      
                                      $
                                      7,802,370
                                      
                                      
                                      $
                                      9,775,735
 
 The
Company cancelled a co-operation agreement with an unrelated company, to assist
that company in their business development by participating in that
business operation and providing working capital funding and the unrelated
company returned all advances. As of September 30, 2010 and December 31, 2009
the Company has advanced this company $0 and $440,063, respectively, and such
amount is included in advances in the accompanying Condensed Consolidated
Balance Sheet.
 
 21
  UNIVERSAL
TRAVEL GROUP
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
  Note
4 - COMPENSATED
ABSENCES
 
 Regulation
45 of local PRC labor law entitles employees to annual vacation leave after 1
year of service. In general all leave must be utilized annually, with proper
notification. Any unutilized leave is cancelled.
  Note
5 – RELATED
PARTY TRANSACTIONS
 
 As of
September 30, 2010, Due from related party had balance of $1,013,816, which
were due from shareholders of  new subsidiaries acquired in
2010.  All amounts were advances to shareholders before our
acquisitions and will be returned in full before December 31, 2010.
  Note
6 – NOTES
RECEIVABLE
 
 As of
September 30, 2010 and December 31,2009, Notes receivable had balance of
$4,823,883 and $1,711,392, respectively.
  As of
September 30, 2010, amount of $4.5million was due from Shenzhen Xunbao
E-Commerce Co., Ltd. for purchasing 1,523 TRIPEASY Kiosks. On October
10, 2010, Shenzhen Xunbao paid the second payment of $2.2million. The remaining
balance is due within 90 days after closing date.
  As of
December 31, 2009, amount of $1.7 million was due from Shenzhen Speedy dragon -
a discontinued operation. The amount has been paid in full.
  Note
7 – ACQUISITION
DEPOSITS
 
 As of
September 30, 2010 and December
31,2009, Acquisition deposits had balance of $3,644,317 and
$4,077,921, respectively. All amounts were advances to shareholders of
acquisition companies.
  Note
8 - INCOME
TAXES
  The
Company through its subsidiary Shenzhen Yuzhilu Aviation Service Co., Ltd.
is governed by the Income Tax Laws of the PRC. Operations in the United States
of America have incurred net accumulated operating losses for income tax
purposes. Pursuant to the PRC Income Tax Laws, the Enterprise Income Tax (EIT)
the Company has a statutory rate of 22%. However, other subsidiaries have a
statutory rate of 25%. The following is a reconciliation of income tax expense
for the three and nine months ended September 30, 2010 and 2009.
  Nine months
                      
                      Nine months
                      
                      Three months
                      
                      Three monthsended
                      
                      ended
                      
                      ended
                      
                      endedSeptember
      30,
                      
                      September
      30,
                      
                      September
      30,
                      
                      September
      30,2010
                      
                      2009
                      
                      2010
                      
                      2009Current
                      
                      $
                      5,940,222
                      
                      
                      $
                      4,029,194
                      
                      
                      $
                      2,547,194
                      
                      
                      $
                      1,891,043Deferred
                      
                      
                      
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      -Total
                      
                      $
                      5,940,222
                      
                      
                      $
                      4,029,194
                      
                      
                      $
                      2,547,194
                      
                      
                      $
                      1,891,043
  Management
of the Company evaluates tax positions and establishes liabilities for uncertain
tax positions that may be challenged by local authorities and may not be fully
sustainable despite the belief that the underlying tax position are fully
supportable. Tax uncertainties in light of emerging facts and circumstances are
reviewed and adjusted accordingly. As of September 30, 2010, there is no impact
on the results of operations related to uncertain tax positions of the
Company
  22
  UNIVERSAL
TRAVEL GROUP
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
  Note
9 – COMMITMENTS
  The
Company leases various office facilities from one year to six years periods
under monthly payments. Rental expense for leases consisted of $790,039 and
$309,711 for nine months period ended September 30, 2010 and 2009,
respectively. Rental expense for leases were $238,528 and $161,808 for three
months period ended September 30, 2010 and 2009, respectively.  The
Company has future minimum lease obligations as of September 30, 2010 as
follows:
  2011
                        
                        $
                        363,8242012
                        
                        
                        297,6912013
                        
                        
                        247,9022014
                        
                        
                        171,4652015
                        
                        
                        4,777There
      after
                        
                        
                        10,077Total
                        
                        $
                        1,095,736
 Note
10 – COMMON
STOCK
  On June
28, 2010, the Company consummated the acquisition of a 100% interest in Kunming
Business Travel Agency Co., Ltd.  ("KBT") for a cash and stock
transaction valued at approximately US$5.7 million in aggregate.
  The stock
consideration consisted of 79,487 newly issued shares of the company's common
stock, which were given to KBT’s Shareholder immediately before the completion
of the Share Exchange Transaction. The cash consideration consisted of
$5,163,626. The shares were valued at $572,242, which was the fair value of the
shares at the date of exchange agreement. This amount is included in the cost of
net assets, identified intangible assets, and goodwill purchased.
  KBT is
engaged in the business of Chinese domestic tourism. The purchase price was
determined based on arms' length negotiations between Universal Travel Group and
the shareholder of KBT, and approved by board of directors.
  The
acquisition had been accounted for as a purchase business combination and the
results of operations from the acquisition date have been included in the
Company's consolidated financial statements in accordance with ASC810. The
allocation of the purchase price is as follows:
  23
  UNIVERSAL
TRAVEL GROUP
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
  Note
10 – COMMON STOCK
(CONTINUED)
  Cash
      acquired
                            
                            $
                            686,825Accounts
      receivable
                            
                            
                            1,983Due
      to shareholders
                            
                            
                            155,624Other
      assets
                            
                            
                            247,737Property
      Plant & Equipment
                            
                            
                            94,074Identifiable
      Intangibles
                            
                            
                            892,898Goodwill
                            
                            
                            4,009,070Total
      assets acquired
                            
                            
                            6,088,211Liabilities
      assumedAccounts
      & Income Taxes payable
                            
                            
                            244,784Other
      payable
                            
                            
                            107,559Total
                            
                            $
                            5,735,868
 The
excess of purchase price over tangible assets acquired and liabilities assumed
was $4,901,968 of which $4,009,070 was recorded as goodwill. At the time of the
acquisition $892,898 of identifiable intangibles assets existed under the
contractual-legal or the reparability criterion as required under ASC
805.
  Prior to
the acquisition, Kunming Business Travel Agency Co., Ltd. prepared its financial
statements under accounting principles generally accepted in the United States
of America.
  On June
28, 2010, the Company consummated the acquisition of a 100% interest in Shanxi
Jinyang Travel Agency Co., Ltd. ("SJT") for a cash and stock transaction valued
at approximately US$2.3 million in aggregate.
  The stock
consideration consisted of 31,387 newly issued shares of the company's common
stock, which were given to SJT’s Shareholder immediately before the completion
of the Share Exchange Transaction. The cash consideration consisted of
$2,038,946. The shares were valued at $225,986, which was the fair value of the
shares at the date of exchange agreement. This amount is included in the cost of
net assets, identified intangible assets, and goodwill purchased.
  SJT is
engaged in the business of Chinese domestic tourism. The purchase price was
determined based on arms' length negotiations between Universal Travel Group and
the shareholder of SJT, and approved by board of directors.
 
 The
acquisition had been accounted for as a purchase business combination and the
results of operations from the acquisition date have been included in the
Company's consolidated financial statements in accordance with ASC810. The
allocation of the purchase price is as follows:
  24
  UNIVERSAL
TRAVEL GROUP
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
  Note
10 – COMMON STOCK
(CONTINUED)
  Cash
      acquired
                          
                          $
                          18,655Due
      from shareholders
                          
                          
                          247,357Other
      assets
                          
                          
                          146,972Property
      Plant & Equipment
                          
                          
                          21,634Identifiable
      Intangibles
                          
                          
                          361,124Goodwill
                          
                          
                          1,647,104Total
      assets acquired
                          
                          
                          2,442,846Liabilities
      assumedAccounts
      & Income Taxes payable
                          
                          
                          38,087Other
      payable
                          
                          
                          139,827Total
                          
                          $
                          2,264,932
 
 The
excess of purchase price over tangible assets acquired and liabilities assumed
was $2,008,228 of which $1,647,104 was recorded as goodwill. At the time of the
acquisition $361,124 of identifiable intangibles assets existed under the
contractual-legal or the reparability criterion as required under ASC
805.
  Prior to
the acquisition, Shanxi Jinyang Travel Agency Co., Ltd. prepared its financial
statements under accounting principles generally accepted in the United States
of America.
  On March
29, 2010 the Company consummated the acquisition of a 100% interest in Zhengzhou
Yulongkang Travel agency Co. Ltd ("ZYT") for a cash and stock transaction valued
at approximately US$5.7 million in aggregate.
  The stock
consideration consisted of 60,633 newly issued shares of the company’s common
stock, which were given to ZYT’s Shareholder immediately before the completion
of the Share Exchange Transaction. The cash consideration consisted of
$5,141,764. The shares were valued at $571,172, which was the fair value of the
shares at the date of exchange agreement. This amount is included in the cost of
net assets, identified intangible assets, and goodwill purchased.
  ZYT
is engaged in the business of Chinese domestic tourism. The purchase price was
determined based on arms' length negotiations between Universal Travel Group and
the shareholder of ZYT, and approved by board of directors.
  The
acquisition had been accounted for as a purchase business combination and the
results of operations from the acquisition date have been included in the
Company's consolidated financial statements in accordance with ASC 810. The
allocation of the purchase price is as follows:
  25
  UNIVERSAL
TRAVEL GROUP
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
  Note
10– COMMON STOCK
(CONTINUED)
  Cash
      acquired
                          
                          $
                          1,147,303Accounts
      receivable
                          
                          
                          32,286Other
      assets
                          
                          
                          5,926Property
      Plant & Equipment
                          
                          
                          31,308Identifiable
      Intangibles
                          
                          
                          805,626Goodwill
                          
                          
                          4,102,061Total
      assets acquired
                          
                          
                          6,124,510Liabilities
      assumedAccounts
      & Income Taxes payable
                          
                          
                          364,999Other
      payable
                          
                          
                          46,575Total
                          
                          $
                          5,712,936
 The
excess of purchase price over tangible assets acquired and liabilities assumed
was $4,907,687 of which $4,102,061 was recorded as goodwill. At the time of the
acquisition $805,626 of identifiable intangibles assets existed under the
contractual-legal or the reparability criterion as required under ASC
805.
  Prior to
the acquisition, Zhengzhou Yulongkang Travel agency Co. Ltd prepared its
financial statements under accounting principles generally accepted in the
United States of America.
  On March
26, 2010 the Company consummated the acquisition of a 100% interest in Huangshan
Holiday Travel Service Co., Ltd ("HHT") for a cash and stock transaction valued
at approximately US$2.9 million in aggregate.
  The stock
consideration consisted of 61,846 newly issued shares of the company’s common
stock, which were given to HHTs Shareholder immediately before the completion of
the Share Exchange Transaction. The cash consideration consisted of $2,343,824.
The shares were valued at $585,691, which was the fair value of the shares at
the date of exchange agreement. This amount is included in the cost of net
assets, identified intangible assets, and goodwill purchased.
  HHT is
engaged in the business of Chinese domestic tourism. The purchase price was
determined based on arms' length negotiations between Universal Travel Group and
the shareholder of  HHT, and approved by board of
directors.
  The
acquisition had been accounted for as a purchase business combination and the
results of operations from the acquisition date have been included in the
Company's consolidated financial statements in accordance with ASC 810. The
allocation of the purchase price is as follows:
 
 26
  UNIVERSAL
TRAVEL GROUP
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
 
 Note
10 – COMMON STOCK
(CONTINUED)
  Cash
      acquired
                          
                          $
                          87,867Accounts
      receivable
                          
                          
                          204,435Other
      assets
                          
                          
                          404,929Property
      Plant & Equipment
                          
                          
                          75,788Identifiable
      Intangibles
                          
                          
                          479,870Goodwill
                          
                          
                          1,949,080Total
      assets acquired
                          
                          
                          3,201,969Liabilities
      assumedAccounts
      & Income Taxes payable
                          
                          
                          223,734Other
      payable
                          
                          
                          48,720Total
                          
                          $
                          2,929,515
 The
excess of purchase price over tangible assets acquired and liabilities assumed
was $2,428,950 of which $1,949,080 was recorded as goodwill. At the time of the
acquisition $479,870 of identifiable intangibles assets existed under the
contractual-legal or the separability criterion as required under ASC
805.
  Prior to
the acquisition, Huangshan Holiday Travel Service Co., Ltd prepared its
financial statements under accounting principles generally accepted in the
United States of America.
  On March
29, 2010 the Company consummated the acquisition of a 100% interest in Hebei
Tianyuan Travel Agency Co., Ltd ("HTT") for a cash and stock transaction valued
at approximately US$4.4 million in aggregate.
  The stock
consideration consisted of 93,282 newly issued shares of the company’s common
stock, which were given to HTT’s Shareholder immediately before the completion
of the Share Exchange Transaction. The cash consideration consisted of
$3,519,736. The shares were valued at $878,726, which was the fair value of the
shares at the date of exchange agreement. This amount is included in the cost of
net assets, identified intangible assets, and goodwill purchased.
  HTT is
engaged in the business of Chinese domestic tourism. The purchase price was
determined based on arms' length negotiations between Universal Travel Group and
the shareholder of HTT, and approved by board of directors.
  The
acquisition had been accounted for as a purchase business combination and the
results of operations from the acquisition date have been included in the
Company's consolidated financial statements in accordance with ASC 810. The
allocation of the purchase price is as follows:
  27
   UNIVERSAL
TRAVEL GROUP
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
 
 Note
10 – COMMON STOCK
(CONTINUED)
  Cash
      acquired
                            
                            $
                            181,316Accounts
      receivable
                            
                            
                            166,618Other
      assets
                            
                            
                            465,034Property
      Plant & Equipment
                            
                            
                            42,308Identifiable
      Intangibles
                            
                            
                            696,858Goodwill
                            
                            
                            3,208,455Total
      assets acquired
                            
                            
                            4,760,589Liabilities
      assumedAccounts
      & Income Taxes payable
                            
                            
                            238,525Other
      payable
                            
                            
                            123,602Total
                            
                            $
                            4,398,462
 The
excess of purchase price over tangible assets acquired and liabilities assumed
was $3,905,313 of which $3,208,455 was recorded as goodwill. At the time of the
acquisition $696,858 of identifiable intangibles assets existed under the
contractual-legal or the separability criterion as required under ASC
805.
  Prior to
the acquisition, Hebei Tianyuan Travel Agency Co., Ltd prepared its financial
statements under accounting principles generally accepted in the United States
of America.
  On
August 28, 2008, Universal Travel Group (the “Company”) entered into a
Securities Purchase Agreement with Access America Fund, LP, Chinamerica Fund LP,
Pope Investments II LLC, Heller Capital Investments, LLC, CGM as C/F Ronald I.
Heller IRA, Investment Hunter, LLC, MARed Investments, High Capital Funding,
LLC, and Merrill Lynch, Pierce, Fenner & Smith, FBO Beau L. Johnson
(collectively, the “Buyers”) to sell to the Buyers 1,529,569 shares of common
stock, par value $0.001 of the Company (“Common Stock”) and warrants to purchase
764,785 shares of Common Stock for an aggregate purchase price of $7,112,500
(the “Financing”). (See footnote 2, derivative liability)
  28
  UNIVERSAL
TRAVEL GROUP
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
  Note
10 – COMMON STOCK
(CONTINUED)
  On
December 15, 2009, the Company closed a Subscription Agreements with certain
investors to sell to them an aggregate of 2,222,222 shares of common stock of
the Company, par value $0.001 (the “Shares”) for a purchase price of $9.00 per
share and an aggregate purchase consideration of $19,999,998. In connection with
the subscription the company paid fees and other costs pertaining to the
agreement totaling $1,049,749. Net proceeds of the transaction were
$18,950,249.  The offer and sale of the Shares were made pursuant to
an effective Registration Statement on Form S-3 (Registration No. 333-161139)
initially filed with the Securities and Exchange Commission on August 7, 2009
and amended on November 2, 2009. The Registration Statement was declared
effective on November 5, 2009.
  On June
21, 2010, the Company closed an underwriting agreement with Brean Murrary,
carret & Co., LLC, as representative of the underwriters, related to a
public offering of 2,857,143 shares of the common stock, par value $0.001 (the
“shares”) for a purchase price of $7.00 per share and an aggregate purchase
consideration of $20,000,001. In connection with the subscription the company
paid 5% underwriting commission, fees and other costs pertainning to the
agreement totaling $1,231,947. Net proceeds of the transaction were $18,768,054.
The offer and sale of the Shares were made pursuant to an effective Registration
Statement on Form S-3 (Registration No. 333-161139) initially filed with the
Securities and Exchange Commission on August 7, 2009 and amended on November 2,
2009. The Registration Statement was declared effective on November 5,
2009.
  Note
11 – STOCK WARRANTS,
OPTIONS, AND COMPENSATION
  On
January 20, 2009, pursuant to the Securities Purchase agreement entered into on
August 28, the Company enacted the Universal Travel Group 2009 Incentive Stock
Option Plan which entitles the grant of up to 2,200,000 shares of common
stock of Universal Travel Group, par value $0.001 to certain employees of the
Company either as stock or stock options.  The options are exercisable
until January 19, 2019, with a vesting period of six years. Average purchase
price for the options is $3.73 per share. The options were valued using the
Black-Scholes option-pricing model on the date of grant.  The total
fair market value at grant date is $5,483,865. On July 23, 2009 3,300 were
exercised at $2.90.
  On
September 1, 2009, the Company issued, to another newly appointed Board member,
an option grant to purchase 10,000 shares of common stock at the closing price
of $ 8.82 per share. The options are exercisable until August 2019. Stock
options— the option holder has no voting or dividend rights. The company records
the expense of the stock options over the related vesting period. The options
were valued using the Black-Scholes option-pricing model at the date of
grant.
  On
September 1, 2009, the Company issued, to the newly appointed CFO an option
grant to purchase 105,000 shares of common stock at the closing price of $8.82
per share. The options are exercisable until August 2019. On August 17, 2010,
upon resignation, Board member has forfeited 70,000 options.
  In
October, 2010, the Company’s shareholders ratified and approved the Company’s
2010 Stock Incentive Plan. The plan is designed to retain directors, executives
and selected employees and consultants and reward them for making major
contributions to the success of the Company.
  Expected
volatility is based on the historical volatility of the Company's stock price.
The expected term represents the estimated average period of time that the
options remain outstanding. No dividend payouts were assumed, as the Company has
no plans to declare dividends during the expected term of the stock options. the
risk-free rate of return reflects the weighted average interest rate offered for
zero coupon treasury bonds over the expected term of the options. Based upon
this calculation and pursuant to ASC 718, the Company recorded a service period
expense of $990,846 and 802,157 for the nine months period ended September 30,
2010 and 2009, and $313,842 and $306,432 for the three months period ended
September 30, 2010 and 2009, respectively.
  29
  UNIVERSAL
TRAVEL GROUP
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
  Note
11 – STOCK WARRANTS,
OPTIONS, AND COMPENSATION (CONTINUED)
  Total
                            
                            Exercise
      Price
                            
                            Remaining
      Life
                            
                            Aggregate
                              Intrinsic
      ValueOutstanding,
      December 31, 2009
                            
                            1,603,888
                            
                            $   2.70–11.25
                            
                            6.67-9yrs
                            
                            -Forfeited
      in 2010
                            
                            (70,000)Outstanding,
      September 30, 2010
                            
                            1,533,888
 Pursuant
to the Securities Purchase Agreement entered into On August 28, 2008, the
Company issued warrants to purchase 764,786 shares of Common Stock. The unit
purchase price was $4.65per Common Share and a
related Warrant for the purchase of one-half a Common Share, times the number of
Common Shares purchased. Market Value of the Company’s stock on August 28, 2008
was $4.05. Each warrant has an Exercise Price of $8.13 and a term of 5 years
from the date of issuance.  The Company measured and recognized an
aggregate of $2,091,738 of the proceeds to additional paid in capital upon
issuance of these warrants. The terms of the warrants provide for an adjustment
to the exercise price of these warrants if the company closes on the sale or
issuance of common stock at a price which is less than the exercise price then
in effect for these warrants. Upon the Company’s adoption of EITF No. 07-05
on January 1, 2009, the Company determined that the warrants did not
qualify for a scope exception under SFAS No. 133 as they were determined to
not be indexed to the Company’s stock as prescribed by EITF
No. 07-05.  On January 1, 2009, the warrants were reclassified
from equity to derivative liability for the then fair market value and marked to
market (see Note 2 Derivative Liability).  On August 20, 2009 322,580
warrants valued at $3,598,571 as of that date, were exercised under the cashless
exercise provisions of the warrants. The Company issued 132,251 shares of common
stock. On October 15, 2009, 215,054 warrants valued at $2,888,495 as of that
date were exercised under the cashless exercise provision of the warrants. The
company issued 103,318 shares of common stock.
  Note
12 - OTHER
COMPREHENSIVE INCOME
  Balances
of related after-tax components comprising accumulated other comprehensive
income, included in stockholders equity, as of September 30, 2010 and December
31, 2009 are as follows:
  Foreign Currency
                                      
                                      
                                      AccumulatedOtherTranslation
                                      
                                      
                                      ComprehensiveAdjustment
                                      
                                      
                                      IncomeBalance
      December 31, 2008
                                      
                                      $
                                      1,520,166
                                      
                                      
                                      $
                                      1,520,166Changes
      for the year ended December 31, 2009
                                      
                                      
                                      124,967
                                      
                                      
                                      
                                      124,967Balance
      December 31, 2009
                                      
                                      
                                      1,645,133
                                      
                                      
                                      
                                      1,645,133Changes
      for  the nine months ended September 30, 2010
                                      
                                      
                                      536,364
                                      
                                      
                                      
                                      536,364Balance
      at September 30, 2010
                                      
                                      $
                                      2,181,497
                                      
                                      
                                      $
                                      2,181,497
 
 30
  UNIVERSAL
TRAVEL GROUP
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
 
 Note
13 - CURRENT
VULNERABILITY DUE TO CERTAIN RISK FACTORS
  The
Company’s operations are carried out in the PRC. Accordingly, the Company’s
business, financial condition and results of operations may be influenced by the
political, economic and legal environments in the PRC, and by the general state
of the PRC's economy. The Company’s business may be influenced by changes in
governmental policies with respect to laws and regulations, anti-inflationary
measures, currency conversion and remittance abroad, and rates and methods of
taxation, among other things.
  Note
14 – MAJOR CUSTOMERS
AND CREDIT RISK
  The
Company derives a portion of its income from various Airlines and agencies. Most
revenue is cleared through International Air Transport Association (IATA), a
centralized reporting platform for air ticketing.
  Note
15 -   SEGMENT
INFORMATION
  Pursuant
to ASC 280 we disclose segments on a single entity basis, which in our case is
the legal entity. The Company operates as three reportable segments.
Substantially all of the Company’s revenues and long-lived assets are in Peoples
Republic of China.
  Upon the
disposition of Shenzhen Speedy Dragon Enterprises Limited pursuant to a
termination agreement dated June 12, 2009, the Company currently operates and
prepares accounting and other financial reports separately to management for
eleven major business organizations (Shenzhen Yuzhilu Aviation Service Co.,
Ltd., Shanghai Lanbao Travel Service Co., Ltd., Foshan International Travel
Service Co., Ltd.,  Xian Golden Net Travel Serve Services, Chongqing
Travel World E-Business Co., Ltd., Shenzhen Universal Travel Agency Co., Ltd.,
Hebei Tianyuan Travel Agency Co., Ltd., Zhengzhou Yulongkang Travel Agency Co.,
Ltd., Huangshan Holiday Travel Service Co., Ltd., Kunming Business Travel
Service Co., Ltd., and Shanxi Jinyang Travel Agency Co., Ltd.).
  Our
air-ticketing segment relates to the segment reporting of Shenzhen Yuzhilu
Aviation Service Co., Ltd. and Chongqing Travel World E-Business Co., Ltd.,
hotel reservation segment relates to Shanghai Lanbao Travel Service Co., Ltd.,
packaged tours segment relates to Foshan International Travel Service Co., Ltd.,
Xian Golden Net Travel Serve Service Company Ltd., Shenzhen Universal Travel
Agency Co., Ltd., Hebei Tianyuan Travel Agency Co., Ltd., Zhengzhou Yulongkang
Travel Agency Co., Ltd., Huangshan Holiday Travel Service Co., Ltd., Kunming
Business Travel Service Co., Ltd., and Shanxi Jinyang Travel Agency Co., Ltd..
Management monitors these segments regularly to make decisions about
resources to be allocated to the segment and assess its
performance.
  31
  UNIVERSAL
TRAVEL GROUP
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
 
 Note
15 -   SEGMENT INFORMATION
(CONTINUED)
  The
following tables present summarized information by segment:
  Air
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          Hotel
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          PackageTicketing
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          Reservation
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          Tours
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          Other
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          TotalNine
      Months Ended September 30, 2010Revenue,
      net
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          17,144,330
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          10,001,913
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          82,015,507
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          -
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          109,161,750Cost
      of services
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          3,139,213
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          3,530,368
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          69,974,385
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          -
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          76,643,966Gross
      profit
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          14,005,117
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          6,471,545
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          12,041,122
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          -
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          32,517,784Income
      from operations
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          7,893,872
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          6,332,285
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          10,118,382
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          (2,345,018
                                                                                                                                                                          )
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          22,029,791Depreciation
      & Amortization
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          940,156
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          1,459
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          78,512
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          422,755
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          1,442,882Asset
      Expenditures
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          2,792,230
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          38,105
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          1,012
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          2,831,347Total
      assets
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          62,193,324
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          9,642,792
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          37,798,215
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          21,406,100
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          131,040,431Nine
      Months Ended September 30, 2009Revenue,
      net
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          10,922,307
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          9,063,229
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          43,715,534
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          63,701,070Cost
      of services
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          1,435,746
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          2,868,994
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          37,577,930
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          -
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          41,882,670Gross
      profit
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          9,486,561
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          6,194,235
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          6,137,604
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          -
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          21,818,400Income
      from operations
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          6,797,123
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          5,987,617
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          5,477,448
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          (1,625,068
                                                                                                                                                                          )
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          16,637,120Depreciation
      & Amortization
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          407,904
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          3,384
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          11,340
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          -
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          422,628Asset
      Expenditures
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          3,625,948
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          -
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          1,318
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          -
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          3,627,266Total
      assets
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          37,386,452
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          11,746,801
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          10,146,807
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          2,097,985
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          61,378,045Three
      Months Ended September 30, 2010Revenue,
      net
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          6,701,377
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          3,832,665
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          35,756,089
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          -
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          46,290,131Cost
      of services
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          1,209,441
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          1,369,845
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          30,248,174
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          -
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          32,827,460Gross
      profit
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          5,491,936
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          2,462,820
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          5,507,915
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          -
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          13,462,671Income
      from operations
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          3,085,892
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          2,416,621
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          4,706,618
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          (740,044
                                                                                                                                                                          )
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          9,499,357Depreciation
      & Amortization
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          299,039
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          580
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          29,042
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          161,819
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          490,480Asset
      Expenditures
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          910,576
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          4,638
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          -
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          915,214Three
      Months Ended September 30, 2009Revenue,
      net
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          4,876,665
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          3,832,254
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          21,075,999
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          -
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          29,784,918Cost
      of services
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          783,767
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          902,895
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          18,298,887
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          -
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          19,985,549Gross
      profit
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          4,092,898
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          2,929,359
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          2,777,112
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          -
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          9,799,369Income
      from operations
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          3,074,462
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          2,516,078
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          2,630,460
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          (787,666
                                                                                                                                                                          )
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          7,433,334Depreciation
      & Amortization
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          227,389
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          766
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          3,734
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          -
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          231,889Asset
      Expenditures
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          67,244
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          -
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          1,318
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          -
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          68,562
 
 32
  UNIVERSAL
TRAVEL GROUP
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
  Note
16 -   SUBSEQUENT
EVENTS
  On March 4, 2010, the company announced that it has entered into
letters of intent to acquire four travel agency businesses in China – Tianjin
Hongxun Aviation Agency Co., Ltd. (“Tianjin Hongxun”), Shanxi Jinyang Travel
Agency Co., Ltd. (“Shanxi Jingyang”), Kunming Business travel Agency Co., Ltd.
(“Kunming Business Travel”), and Shandong Century Aviation Development Co., Ltd.
(“Shandong Century”) – for a total purchase consideration of $19.5 million. The
combined unaudited 2009 revenue and net income for the four travel agencies were
$23.0 million and $3.0 million, respectively. On June 28, 2010, the Company
consummated acquisitions of Shanxi Jingyang and Kunming Business. As of
September 30, 2010, Tianjin Hongxun and Shandong Century are still pending
acquisitions and may be subject to adjustment after completion.
  As of
September 30, 2010, the Company has evaluated subsequent events for potential
recognition and disclosure through the date of the financial statement
issuance.
  Note
17 - PRIOR PERIOD
RESTATEMENT
  The
restatement was the result of the improper calculation of the statement of cash
flows in the prior period. Pursuant FASB ASC Topic 830-230 (ASC Topic 830-230)
"Foreign Currency Matters", the statement of cash flows is to be calculated in
the functional currency of the subsidiary and then translated into the reporting
currency of the Company using a weighted average exchange rate for the reporting
currency of the Company rather than the functional currency of the Subsidiary.
As a result, the Company has restated its statements of cash flows for the nine
months period ended September 30, 2009.
  Previously
issued statements of cash flows as of September 30, 2009 reported net cash
provided by operating activities of $11,949,270; net cash used in operating
activities of $4,251,051; net cash provided by financing activities of $9,570;
and effect of exchange rate changed on cash and cash equivalents of $64,144, The
restated statements of cash flows as of September 30, 2009 reports net cash
provided by operating activities of $11,550,832; net cash used in investing
activities of $4,250,414; net cash provided by financing activities of $9,570;
and effect of exchange rate changes in cash and cash equivalents of
$511,945.
  33


Item
2.  Management’s Discussion and Analysis of Financial Condition or Plan of
Operation.





Forward-Looking
Statements: No Assurances Intended




In
addition to historical information, this Quarterly Report contains
forward-looking statements, which are generally identifiable by use of the words
“believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,”
“projects,” or similar expressions. These forward-looking statements represent
Management’s belief as to the future of Universal Travel Group.  Whether
those beliefs become reality will depend on many factors that are not under
management’s control.  Many risks and uncertainties exist that could cause
actual results to differ materially from those reflected in these
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements. We undertake no obligation to revise or
publicly release the results of any revision to these forward-looking
statements.





Business
Overview





Headquartered
in Shenzhen, Guangdong Province, the Company is a travel services provider in
the People’s Republic of China and is engaged in providing reservation, booking,
and domestic and international travel and tourism services throughout China via
the internet, its tripeasykiosksand
through call
center customer representatives. Under the theme of "Wings towards a more
colorful life", our core service segments include air-ticketing, hotels
reservations and packaged tours.





We
started our business in 1998, incorporated in Shenzhen, China, as Shenzhen
Yuzhilu Aviation Service Co., Ltd.(“YZL”), and was primarily engaged in
air-ticketing business.




In 2007,
we completed the acquisition of Speedy Dragon Enterprise Limited, specializing
in air cargo agency (“SSD”); Xi'an Golden Net Travel Serve Services Co., Ltd.
("XGN"), specializing in travel packaged tours; Shanghai Lanbao Travel
Service Co., Ltd. ("SLB"), specializing in hotel reservations and Foshan
Overseas International Travel Service Co., Ltd. ("FOI"), a PRC-based
company that handles both domestic and international travel
inquiries.





In the
second quarter of 2009, based on the past performance of our air cargo business,
as well as the market perspective of this business, our board of directors
decided to spin off our SSD subsidiary, and as a result, exited the air cargo
business. We believe the spin-off was beneficial to us as it allowed us to
concentrate on our core business of selling air tickets, hotel accommodations
and packaged tours.





In order
to seize the opportunities arising from the economic promotion by the Chinese
government of the mid and western regions of the PRC, we strategically set up
Chongqing Universal Travel E-Commerce Co., Ltd. (“CTE”) to strengthen our
presence in that region in the second quarter of 2009 and began generating
revenues in the third quarter of 2009.





In March
2010, we completed the acquisition of Huangshan Holiday Travel Service Co., Ltd.
("HHT"), Hebei Tianyuan International Travel Agency Co., Ltd. ("HTT"), and
Zhengzhou Yulongkang Travel Agency Co., Ltd. ("ZYT"). At the end of June 2010,
we also completed the acquisition of Shanxi Jinyang Travel Agency Co., Ltd
("SJT") and Kunming Business Travel Agency Co., Ltd (“KBT”), two other packaged
tour services providers included into our operations from their dates of
acquisition.





We
believe that these acquisitions of travel service providers would help us
further expand our geographic coverage in the fast growing domestic travel
market. We believe our comprehensive service platform and broad customer reach
will enable us to improve the sales volume and operation efficiency of these new
acquisitions. On the other hand, they will also help lift the sales volume and
operation efficiency of our existing subsidiaries, and thus improve our overall
earnings and profit margins.





We
currently have three discrete lines of business and revenue. Our air-ticketing
segment relates to the segment reporting of YZL and CTE. Our hotel
reservation segment relates to SLB. Our packaged tours segment relates to the
remaining eight operating subsidiaries: FOI, XGN,
STA, HHT, HTT, ZYT, SJT and KBT.




34




Operations
of each segment are exclusive to the operations of the associated subsidiary
company. Those new subsidiaries which previously had air-ticketing, hotel
reservation, and packaged tour serviceswere consolidated into our existing air-ticketing, hotel reservation, and
packaged tour services. With higher volume in these three business segments, we
believe that we now have better bargaining power with our suppliers, the
airlines or hotels, and packed tours.





On June
21, 2010 we closed a common stock offering transaction. In this transaction, we
issued 2,857,143 shares of common stock at $7.00 per share for an aggregate
amount of $20 million.





In July
2010, we partnered with Agoda, a subsidiary of Priceline.com, to strengthen our
hotel reservation business segment. Under this partnership agreement, we offer
our customers access to Agoda's international network of hotels. Through our
website, travelers will be able to enjoy special Agoda promotions and instant
confirmation at tens of thousands of hotels worldwide. Specifically, while
conducting a search of international hotels on our website, the results will
yield supply information from Agoda’s database.  The accounting for
reservations placed through Agoda is under our hotel reservations segment under
“international hotel booking.” Also through this partnership, Agoda intends to
increase its exposure in the large Chinese travel market. This partnership
offers us the opportunity to work with one of the world's largest online hotel
reservation agencies and further strengthen our hotel reservation segment. The
cooperation with Agoda fits with our strategy of expanding our higher margin
business segments. We intend to leverage Agoda's global brand awareness and look
forward to higher volume in hotel reservation.





In 2009,
we were selected one of the Top Ten Brands of Travel Services in the People’s
Republic of China. We believe our quality of services will distinguish us in our
long term competitiveness.





On
September 10, 2010, we sold all our 1,523 tripeasy kiosks to Shenzhen Xunbao
E-Commerce Co., Ltd. ("SXB"), an online insurance company, for RMB 40.3 million
(approximately $5.9 million) in cash. We received a two-year exclusive sales
right for all travel related products on the kiosks as part of the sales
transaction.  Accordingly, the sale has no impact on our performance
in the third quarter, and we believe this will save our depreciation and
maintenance costs and will improve our overall margin and financial
performance.




RESULTS
OF OPERATIONS





THREE
MONTHS ENDED SEPTEMBER, 2010 AND 2009





The
following table presents certain consolidated statement of operations
information derived from the consolidated statements of income for the three
months ended September 30, 2010 and 2009 respectively.




35




Because
the Company had spun off its SSD and exited the air cargo business in the
second quarter of 2009, all numbers attributable to continuing operations in the
following discussion do not include the operating results of SSD for its
historical results.  Such had been reclassified as discontinued
operations.





For
      The Three Months EndedSeptember
      30,
                
                
                Increase/
                  (Decrease)2010
                
                
                2009
                
                
                PercentageRevenues
                
                $
                46,290,131
                
                
                $
                29,784,918
                
                
                $
                16,505,213
                
                
                
                55.41
                %Cost
      of services
                
                
                32,827,460
                
                
                
                19,985,549
                
                
                
                12,841,911
                
                
                
                64.26
                %Gross
      profit
                
                
                13,462,671
                
                
                
                9,799,369
                
                
                
                3,663,302
                
                
                
                37.38
                %Selling,
      general and administrative expenses
                
                
                4,029,167
                
                
                
                2,366,035
                
                
                
                1,663,132
                
                
                
                70.29
                %Gain
      on disposal of fixed assets
                
                
                65,853
                
                
                
                -
                
                
                
                65,853
                
                
                
                100.00
                %Income
      from operations
                
                
                9,449,357
                
                
                
                7,433,334
                
                
                
                2,066,023
                
                
                
                27.79
                %Other
      income/(expense)
                
                
                (17
                )
                
                
                2,459
                
                
                
                (2,476
                )
                
                
                -100.69
                %Gain/(Loss)
      on change in fair value of derivative liabilities
                
                
                304,177
                
                
                
                (847,754
                )
                
                
                1,151,931
                
                
                
                -135.88
                %Interest
      income
                
                
                17,723
                
                
                
                15,909
                
                
                
                1,814
                
                
                
                11.40
                %Income
      before income taxes –continuing operations
                
                
                9,821,240
                
                
                
                6,603,948
                
                
                
                3,217,292
                
                
                
                48.72
                %Provision
      for income taxes
                
                
                2,547,194
                
                
                
                1,891,043
                
                
                
                656,151
                
                
                
                34.70
                %Income from
      continuing operations
                
                $
                7,274,046
                
                
                $
                4,712,905
                
                
                $
                2,561,141
                
                
                
                54.34
                %Net
      Income
                
                $
                7,274,046
                
                
                $
                4,712,905
                
                
                $
                2,561,141
                
                
                
                54.34
                %






For the three months ended
September 30, 2010:




Air
                                                          
                                                          
                                                          (%) of
                                                          
                                                          
                                                          Hotel
                                                          
                                                          
                                                          (%)
      of
                                                          
                                                          
                                                          Package
                                                          
                                                          
                                                          (%)
      ofRevenue
      Segment
                                                          
                                                          Ticketing
                                                          
                                                          
                                                          sector
                                                          
                                                          
                                                          Reservation
                                                          
                                                          
                                                          sector
                                                          
                                                          
                                                          Tours
                                                          
                                                          
                                                          sector
                                                          
                                                          
                                                          Total(YZL
      & CTE)
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          (SLB)
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          (All
      others)Revenue
                                                          
                                                          $
                                                          6,701,377
                                                          
                                                          
                                                          
                                                          14.48
                                                          %
                                                          
                                                          $
                                                          3,832,665
                                                          
                                                          
                                                          
                                                          8.28
                                                          %
                                                          
                                                          $
                                                          35,756,089
                                                          
                                                          
                                                          
                                                          77.24
                                                          %
                                                          
                                                          $
                                                          46,290,131Cost
      of services
                                                          
                                                          $
                                                          1,209,441
                                                          
                                                          
                                                          
                                                          3.69
                                                          %
                                                          
                                                          $
                                                          1,369,845
                                                          
                                                          
                                                          
                                                          4.17
                                                          %
                                                          
                                                          $
                                                          30,248,174
                                                          
                                                          
                                                          
                                                          92.14
                                                          %
                                                          
                                                          $
                                                          32,827,460Gross
      profit
                                                          
                                                          $
                                                          5,491,936
                                                          
                                                          
                                                          
                                                          40.79
                                                          %
                                                          
                                                          $
                                                          2,462,820
                                                          
                                                          
                                                          
                                                          18.29
                                                          %
                                                          
                                                          $
                                                          5,507,915
                                                          
                                                          
                                                          
                                                          40.91
                                                          %
                                                          
                                                          $
                                                          13,462,671Gross
      margin
                                                          
                                                          
                                                          81.95
                                                          %
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          64.26
                                                          %
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          15.40
                                                          %
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          29.08
                                                          %Segment
      effect in gross margin (*)
                                                          
                                                          
                                                          11.86
                                                          %
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          5.32
                                                          %
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          11.90
                                                          %
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          29.08
                                                          %






For the three months ended
September 30, 2009:




Air
                                      
                                      
                                      (%)
      of
                                      
                                      
                                      Hotel
                                      
                                      
                                      (%)
      of
                                      
                                      
                                      Package
                                      
                                      
                                      (%)
      ofRevenue
      Segment
                                      
                                      Ticketing
                                      
                                      
                                      sector
                                      
                                      
                                      Reservation
                                      
                                      
                                      sector
                                      
                                      
                                      Tours
                                      
                                      
                                      sector
                                      
                                      
                                      Total(YZL
      & CTE)
                                      
                                      
                                      
                                      
                                      
                                      (SLB)
                                      
                                      
                                      
                                      
                                      
                                      (All
      others)Revenue
                                      
                                      $
                                      4,876,665
                                      
                                      
                                      
                                      16.37
                                      %
                                      
                                      $
                                      3,832,254
                                      
                                      
                                      
                                      12.87
                                      %
                                      
                                      $
                                      21,075,999
                                      
                                      
                                      
                                      70.76
                                      %
                                      
                                      $
                                      29,784,918Cost
      of services
                                      
                                      $
                                      783,767
                                      
                                      
                                      
                                      3.92
                                      %
                                      
                                      $
                                      902,895
                                      
                                      
                                      
                                      4.52
                                      %
                                      
                                      $
                                      18,298,887
                                      
                                      
                                      
                                      91.56
                                      %
                                      
                                      $
                                      19,985,549Gross
      profit
                                      
                                      $
                                      4,092,898
                                      
                                      
                                      
                                      41.77
                                      %
                                      
                                      $
                                      2,929,359
                                      
                                      
                                      
                                      29.89
                                      %
                                      
                                      $
                                      2,777,112
                                      
                                      
                                      
                                      28.34
                                      %
                                      
                                      $
                                      9,799,369Gross
      margin
                                      
                                      
                                      83.93
                                      %
                                      
                                      
                                      
                                      
                                      
                                      
                                      76.44
                                      %
                                      
                                      
                                      
                                      
                                      
                                      
                                      13.18
                                      %
                                      
                                      
                                      
                                      
                                      
                                      
                                      32.90
                                      %Segment
      effect in gross margin (*)
                                      
                                      
                                      13.74
                                      %
                                      
                                      
                                      
                                      
                                      
                                      
                                      9.84
                                      %
                                      
                                      
                                      
                                      
                                      
                                      
                                      9.32
                                      %
                                      
                                      
                                      
                                      
                                      
                                      
                                      32.90
                                      %





(*)
"Segment effect in Gross Margin" was calculated by multiplying "the percentage
of the segment revenue over the total revenue" with "gross margin of the related
sector". This outlines how each segment contributes to the total gross
margin.





Revenue





Our
air-ticketing segment relates to the segment reporting of YZL and CTE. Our hotel
reservation segment relates to SLB. Our packaged tours segment relates to the
remaining eight operating subsidiaries: FOI, XGN,
STA, HHT, HTT, ZYT, SJT, and KBT. Operations of each segment are
exclusive to the operations of the associated subsidiary company.




36




Revenues
for the three months ended September 30, 2010 were $46,290,131, compared to
$29,784,918 for the same period in 2009, an increase of $16,505,213, or
approximately 55%. The contributions from the five newly acquired subsidiaries
were $11,551,294, or 24.95% of our total revenues for these three months.
Excluding this effect, revenues for the three months ended September 30, 2010
were $34,738,837, compared to $29,784,918 for the same period 2009, an increase
of $4,953,919, or approximately 16.63 %.





We have
expended considerable efforts to expand our businesses, especially the packaged
tour business. This resulted in the acquisition of five new packaged tour
subsidiaries this year.  For that reason, along with the strong demand
for travel demand as a result of the growth of the Chinese economy, and the
continuing effect of the Chinese government’s stimulus package, our revenue for
the quarter ended September 30, 2010 increased significantly from the same
period the year before.  The high growth rate is also helped by large
exhibitions in China, including the Shanghai World Expo, and higher ticket
sales. We continue to see success in cross marketing and selling our travel
related products across our business segments and increased brand awareness from
online and offline sales.




Revenue
from air-ticketing segment were $6,701,377 for the three months ended September
30, 2010 compared to $4,876,665 for the same period last year, an increase of
$1,824,712, or approximately 37.42%. This increase was generally driven by the
increase in air-ticket sales volume, approximately 250,000 more tickets were
sold compared to same period last year, and further improved by the operations
from our CTE subsidiary. We attribute the higher air ticket sales to the booming
tourism, general inflation in Chinese economy, as well as the downgraded
competition among airlines. As China’s economy grows, we believe that our growth
in air-ticketing is sustainable in the foreseeable future.





Revenue
from hotel reservations segment were $3,832,665 for the three months ended
September 30, 2010 compared to $3,832,254 for the same period in 2009, an
increase of $411, or approximately 0.01%. We did not buy out any hotel inventory
during the Shanghai World Expo period, and therefore the growth in this segment
was not as high as other segments. We believe that after this one-time event,
our hotel segment will continue to grow in the foreseeable future.





Revenue
from our packaged tour segment were $35,756,089 for the three months ended
September 30, 2010, compared to $21,075,999 for the same period in 2009, an
increase of $14,680,090, or approximately 69.65%. Excluding the effect of the
five newly acquired subsidiaries, which was $11,551,294, our revenues from this
segment were $24,204,795 for the three months ended September 30, 2010, compared
to $21,075,999, for the same period in 2009, an increase of $3,128,796, or
approximately 14.85%, we serviced approximately 36,000 more customer days
organically compared to the same period last year. This increase is a result of
the growth of the Chinese economy, improved operations from STA and our efforts
in carrying out various marketing programs.




Cost of
Services




Costs of
services for air-ticketing
segment cover mainly business and revenue related taxes.  Costs
of services for hotel reservation
segment cover mainly business and revenue related taxes, as well as
commissions paid to the sales agents for selling hotel rooms in the Company’s
system.   Costs of services for packaged tour
segment include meals, transportation (airline tickets, train tickets and
car rental), lodging, airport transfers, tickets to local attractions and
tours.




37




Other
direct costs such as systems and related technologies used by each segment
operations, and costs associated with payment processing are also included in
the Company’s Costs of Services. In addition, the Company allocates costs of
labor and facilities, depreciation, communications, and utility expenses
incurred by each segment between costs of services and general administrative
expenses.  The percentage, ranging from 50% to 80%, allocated to costs
of sales is based on management estimate, and the percentage allocated is
estimated to be directly associated with the generation of
revenues.  We do not offer any volume rebates but enjoy volume rebates
from our vendors, calculated based on the vendors’ own internal rebate policy.
We do not record receivables for these rebates, and we only record them as a
reduction of cost when received.





Costs of
services for the three months ended September 30, 2010 were $32,827,460 compared
to $19,985,549 for the same period in 2009, an increase of $12,841,911, or
approximately 64.26%. The comparatively higher costs of services resulted from
packaged tour segment
making up a greater percentage of our total revenue and their corresponding
higher cost of services. Excluding the costs of services for the five newly
acquired subsidiaries, which was $9,826,114, costs of services for the three
months ended September 30, 2010 were $23,001,346, compared to $19,985,549, for
the same period in 2009, an increase of $3,015,797, or approximately 15.09%. The
increase is in tandem with the increase in revenue.





Costs of
services from air-ticketing segmentwere $1,209,441 for the three months ended September 30, 2010, compared
to $783,767 for the same period last year, an increase of $425,674, or
approximately 54.31%. This increase is associated with the higher booking
volumes, higher depreciation
and maintenance cost related to tripeasy
kiosks,  higher salaries expenses along with increased numbers
of employees in this segment.





Costs of
services from hotel-reservation segment were $1,369,845 for the three months
ended September 30, 2010, compared to $902,895 for the same period last
year, an increase of $466,950, or approximately 51.71%. The increase is
associated with a higher volume of commission split sales with retail agencies
as we did not buy any hotel inventory for the period of the Shanghai World
Expo.  The commission rate for retail agencies is about 80% of the
total commission amount we receive from the hotels.





Costs of
services from packaged-tour segment were $30,248,174 for the three months
ended September 30, 2010, compared to $18,298,887 for the same period last
year, an increase of $11,949,287 or approximately 65.30%. The increase is
in tandem with the increase of revenue. Excluding the effect of the costs of
services for the five newly acquired subsidiaries, which was $9,826,114, our
costs of services from this segment were $20,422,060, for the three months ended
September 30, 2010 compared to $18,298,887, for the same period in 2009, an
increase of $2,123,173, or approximately 11.60%. The increase is also in tandem
with the increase of revenue in this segment.




Gross
Profit





Gross
profit for the three months ended September 30, 2010 was $13,462,671, compared
to $9,799,369, for the same period in 2009, an increase of $3,663,302, or
approximately 37.38%. The increase in gross profit is due to the same factors
contributing to the growth in revenue. The growth in our domestic
air-ticketing segment is a result of synergy from our packaged tour
operations.





Gross
profit in our air-ticketing segment was $5,491,936 for the three months ended
September 30, 2010, compared to $4,092,898 for the same period last year, an
increase of $1,399,038, or approximately 34.18%. Gross profit margin for the
three months ended September 30, 2010 was 81.95%, compared to 83.93% for the
same period 2009, a slight decrease of approximately 1.98% as a result of
increased depreciation expenses of our tripeasy kiosks. Because we have sold all
our kiosks in September this year, we anticipate that our margin in the
air-ticketing segment will improve in the coming quarter.




Gross
profit in our hotel reservation segment was $2,462,820 for the three months
ended September 30, 2010 compared to $2,929,359 for the same period last year, a
decrease of $466,539, or approximately 15.93%. Gross profit margin in this
segment for the three months ended September 30, 2010 was 64.26% compared to
76.44% for the same period 2009, a decrease of approximately 12.18%. The
decreased gross profit margin is mostly associated with a higher volume of
commission split sales with retail agencies for a higher portion of sales
compared to the same period last year. We believe that after the one-time
Shanghai World Expo event, our gross profit margin will improve in the
foreseeable future.





38





Gross
profit in our packaged tour segment was $5,507,915 for the three months ended
September 30, 2010 compared to $2,777,112 for the same period last year, an
increase of $2,730,803, or approximately 98%. Gross profit margin in this
segment for the three months ended September 30, 2010 was 15.40% compared to
13.18% for the same period in 2009, an increase of
2.22%.    We have managed to improve our
overall  profit margins as a result of our integration of the newly
acquired subsidiaries this quarter, by leveraging off our greater bargaining
power and synergy as a national travel group. We believe that our strong local
contacts and network established through our subsidiaries are critical in our
nationwide expansion strategy.




Our
air-ticketing and hotel reservation segments have much higher gross margin than
our packaged tour segment business primarily as our revenue from air-ticketing
and hotel reservation segments are the commission we generate and our costs of
service are mainly business taxes, systems and related technologies used in
operations, costs associated with payment processing, and allocation of costs of
labor and facilities, communications, and utility expenses, which all together
are not substantial; while costs of services for the packaged tour segment
include meals, transportation (airline tickets, train tickets and car rental),
lodging, airport transfers, tickets to local attractions and tours, that all
together are much substantial variable and fixed overheads.




Consolidated
gross margin for the three months ended September 30, 2010 came in at
29.08%, a 3.82% decrease from the 32.90% in the same period last year. The lower
gross margin is mainly due to our changes in revenues mix. Due to the difference
in revenues recognition, our packaged tour segment has a lower gross margin.
During the three months ended September 30, 2010, revenues generated from
packaged tour segment, which have a smaller profit-margin, grew at a higher rate
than revenues generated from air ticketing and hotel reservations, leading to
lower overall gross margin.




Selling, General and
Administrative Expenses





Major
selling, general, and administrative expenses for the three months ended
September 30, 2010 and 2009 are as follows:




For
      the three months ended September 30,2010
                    
                    
                    2009Business
      related tax
                    
                    $
                    327,576
                    
                    
                    $
                    155,865Salary
      and commission
                    
                    
                    2,113,495
                    
                    
                    
                    873,939Marketing
                    
                    
                    52,110
                    
                    
                    
                    34,410Rent
                    
                    
                    56,509
                    
                    
                    
                    67,197Depreciation
      and amortization
                    
                    
                    590,562
                    
                    
                    
                    23,189Professional
      fees
                    
                    
                    84,767
                    
                    
                    
                    249,375Stock-based
      compensation
                    
                    
                    313,842
                    
                    
                    
                    306,432Other
      general and administrative expenses
                    
                    
                    490,306
                    
                    
                    
                    655,628Total
                    
                    $
                    4,029,167
                    
                    
                    $
                    2,366,035


Selling,
general and administrative expenses totaled $4,029,167 for three months ended
September 30, 2010 compared to $2,366,035 for the same period last year, an
increase of approximately 70.29%.





Selling,
general and administrative expenses were approximately 8.70% of revenue for the
three months ended September 30, 2010 as compared to 7.94% for the same period
last year. General increase in selling, general and administrative expenses are
in connection with the growth in business operations during the three months
ended September 30, 2010, as compared to the same period of last year. The
higher expenses on salary and commission are associated with business expansion
including approximately a 150 increase in employee headcount as a result of
acquiring the five new subsidiaries this year and an increase in commission
split as a result of increased number of large retail agencies. We do not
foresee a continued increase in the commission split as the short of hotel
inventory during the Shanghai World Expo is a one-off event and our operating
focus is to increase our direct customer sales and royalties.





39




Other Income
(Expenses)





Gain on
change in fair value of derivative liability for the three months ended
September, 2010 was $304,177 compared to a loss of $847,754 for same period last
year. The Company adopted Derivative and Hedging, ASC 815-40 effective
January 1, 2009. The warrants issued in connection with the “Securities
Purchase Agreement” dated August 28, 2008 were reclassified from equity to
derivative liability and marked to market.  Therefore, the Company recorded
a gain on change in fair value of derivative liability of $304,177 on September
30, 2010 to mark to market for the decrease in fair value of the warrants from
July 1, 2010 to September 30, 2010.




Net
Income





Net
income was $7,274,046,
or 15.71% of revenues for the three months ended September 30, 2010, compared to
$4,712,905, 15.8% of revenues for the same period last year. The increase in net
income is mostly due to our efforts to expand our business, our merger and
acquisition strategy, as well as the non-cash gain on change in fair value of
derivative liability.





NINE
MONTHS ENDED SEPTEMBER 30, 2010 AND 2009





The
following table presents certain consolidated statement of operations
information derived from the consolidated statements of income for the nine
months ended September 30, 2010 and 2009 respectively.





Because
the Company had spun off its SSD subsidiary and exited the air cargo
business in the second quarter of 2009, all numbers attributable to continuing
operations in the following discussion do not include the operating results
of SSD for the first and second quarters of 2009 and its historical
results.  Such had been reclassified as discontinued
operations.




For
      The Nine Months EndedSeptember
      30,
                
                
                Increase/
                  (Decrease)2010
                
                
                2009
                
                
                PercentageRevenues
                
                $
                109,161,750
                
                
                $
                63,701,070
                
                
                $
                45,460,680
                
                
                
                71.37
                %Cost
      of services
                
                
                76,643,966
                
                
                
                41,882,670
                
                
                
                34,761,296
                
                
                
                83.00
                %Gross
      profit
                
                
                32,517,784
                
                
                
                21,818,400
                
                
                
                10,699,384
                
                
                
                49.04
                %Selling,
      general and administrative expenses
                
                
                10,553,846
                
                
                
                5,181,280
                
                
                
                5,372,566
                
                
                
                103.69
                %Gain
      on disposal of fixed assets
                
                
                65,853
                
                
                
                -
                
                
                
                65,853
                
                
                
                100.00
                %Income
      from operations
                
                
                22,029,791
                
                
                
                16,637,120
                
                
                
                5,392,671
                
                
                
                32.41
                %Other
      income
                
                
                6,900
                
                
                
                8,879
                
                
                
                (1,979
                )
                
                
                -22.29
                %Gain/(Loss)
      on change in fair value of derivative liabilities
                
                
                1,253,181
                
                
                
                (6,553,971
                )
                
                
                7,807,152
                
                
                
                -119.12
                %Interest
      income
                
                
                58,435
                
                
                
                39,206
                
                
                
                19,229
                
                
                
                49.05
                %Income
      before income taxes –continuing operations
                
                
                23,348,307
                
                
                
                10,131,234
                
                
                
                13,217,073
                
                
                
                130.46
                %Provision
      for income taxes
                
                
                5,940,222
                
                
                
                4,029,194
                
                
                
                1,911,028
                
                
                
                47.43
                %Income from
      continuing operations
                
                $
                17,408,085
                
                
                $
                6,102,040
                
                
                $
                11,306,045
                
                
                
                185.28
                %Income
      from discontinued operations
                
                $
                -
                
                
                $
                177,975
                
                
                $
                (177,975
                )
                
                
                -100.00
                %Loss
      on disposition of discontinued operations
                
                
                -
                
                
                
                (770,595
                )
                
                
                770,595
                
                
                
                -100.00
                %Loss
      from discontinued operation
                
                $
                -
                
                
                $
                (592,620
                )
                
                $
                592,620
                
                
                
                -100.00
                %Net
      Income
                
                $
                17,408,085
                
                
                $
                5,509,420
                
                
                $
                11,898,665
                
                
                
                215.97
                %




40




For the nine months ended
September 30, 2010:




Air
                        
                        
                        (%) of
                        
                        
                        Hotel
                        
                        
                        (%)
      of
                        
                        
                        Package
                        
                        
                        (%)
      ofRevenue
      Segment
                        
                        Ticketing
                        
                        
                        sector
                        
                        
                        Reservation
                        
                        
                        sector
                        
                        
                        Tours
                        
                        
                        sector
                        
                        
                        Total(YZL
      & CTE)
                        
                        
                        
                        
                        
                        (SLB)
                        
                        
                        
                        
                        
                        (All
      others)Revenue
                        
                        $
                        17,144,330
                        
                        
                        
                        15.71
                        %
                        
                        $
                        10,001,913
                        
                        
                        
                        9.16
                        %
                        
                        $
                        82,015,507
                        
                        
                        
                        75.13
                        %
                        
                        $
                        109,161,750Cost
      of services
                        
                        $
                        3,139,213
                        
                        
                        
                        4.09
                        %
                        
                        $
                        3,530,368
                        
                        
                        
                        4.61
                        %
                        
                        $
                        69,974,385
                        
                        
                        
                        91.30
                        %
                        
                        $
                        76,643,966Gross
      profit
                        
                        $
                        14,005,117
                        
                        
                        
                        43.07
                        %
                        
                        $
                        6,471,545
                        
                        
                        
                        19.90
                        %
                        
                        $
                        12,041,122
                        
                        
                        
                        37.03
                        %
                        
                        $
                        32,517,784Gross
      margin
                        
                        
                        81.69
                        %
                        
                        
                        
                        
                        
                        
                        64.70
                        %
                        
                        
                        
                        
                        
                        
                        14.68
                        %
                        
                        
                        
                        
                        
                        
                        29.79
                        %Segment
      effect in gross margin (*)
                        
                        
                        12.83
                        %
                        
                        
                        
                        
                        
                        
                        5.93
                        %
                        
                        
                        
                        
                        
                        
                        11.03
                        %
                        
                        
                        
                        
                        
                        
                        29.79
                        %





For the nine months ended
September 30, 2009:




Air
                        
                        
                        (%)
      of
                        
                        
                        Hotel
                        
                        
                        (%)
      of
                        
                        
                        Package
                        
                        
                        (%)
      ofRevenue
      Segment
                        
                        Ticketing
                        
                        
                        sector
                        
                        
                        Reservation
                        
                        
                        sector
                        
                        
                        Tours
                        
                        
                        sector
                        
                        
                        Total(YZL
      & CTE)
                        
                        
                        
                        
                        
                        (SLB)
                        
                        
                        
                        
                        
                        (All
      others)Revenue
                        
                        $
                        10,922,307
                        
                        
                        
                        17.15
                        %
                        
                        $
                        9,063,229
                        
                        
                        
                        14.23
                        %
                        
                        $
                        43,715,534
                        
                        
                        
                        68.62
                        %
                        
                        $
                        63,701,070Cost
      of services
                        
                        $
                        1,435,746
                        
                        
                        
                        3.43
                        %
                        
                        $
                        2,868,994
                        
                        
                        
                        6.85
                        %
                        
                        $
                        37,577,930
                        
                        
                        
                        89.72
                        %
                        
                        $
                        41,882,670Gross
      profit
                        
                        $
                        9,486,561
                        
                        
                        
                        43.48
                        %
                        
                        $
                        6,194,235
                        
                        
                        
                        28.39
                        %
                        
                        $
                        6,137,604
                        
                        
                        
                        28.13
                        %
                        
                        $
                        21,818,400Gross
      margin
                        
                        
                        86.85
                        %
                        
                        
                        
                        
                        
                        
                        68.34
                        %
                        
                        
                        
                        
                        
                        
                        14.04
                        %
                        
                        
                        
                        
                        
                        
                        34.25
                        %Segment
      effect in gross margin (*)
                        
                        
                        14.89
                        %
                        
                        
                        
                        
                        
                        
                        9.72
                        %
                        
                        
                        
                        
                        
                        
                        9.63
                        %
                        
                        
                        
                        
                        
                        
                        34.25
                        %




(*)
"Segment effect in Gross Margin" was calculated by multiplying "the percentage
of the segment revenue over the total revenue" with "gross margin of the related
sector". This outlines how each segment contributes to the total gross
margin.





Revenue





Our
air-ticketing segment relates to the segment reporting of YZL and
CTE. Our hotel reservation segment relates to SLB. Our packaged tour
segment relates to the remaining eight operating subsidiaries: FOI, XGN,
STA, HHT, HTT, ZYT, SJT and KBT Operations of each segment are exclusive
to the operations of the associated subsidiary company.





Revenues
for the nine months ended September 30, 2010 were $109,161,750, compared to
$63,701,070 for the same period in 2009, an increase of $45,460,680, or
approximately 71.37%. The contributions from the five newly acquired
subsidiaries were $28,469,080, or 26.08% of our total revenues for these nine
months. Excluding this effect, revenues for the nine months ended September 30,
2010 were $80,692,670, compared to $63,701,070 for the same period 2009, an
increase of $16,991,600 or approximately 26.67%.





The
acquisition of the five subsidiaries this year was primarily due to our efforts
to expand our businesses, especially the packaged tour business, along with the
strong demand for travel demand as a result of the recovery of Chinese economy,
and the continuing effect of the Chinese government’s stimulus package.
 The high growth rate is also helped by the comparatively lower numbers in
the same quarters last year, when the tourism industry was adversely affected by
H1N1. We continue to see success in cross marketing and selling our travel
related products across our business segments and increased brand awareness from
online and offline sales.




41




Revenues
from air-ticketing segment were $17,144,330 for the nine months ended September
30, 2010 compared to $10,922,307 for the same period last year, an increase of
$6,222,023, or approximately 56.97%. This increase is generally driven by
increase in air-ticket sales volume, approximately 600,000 more tickets were
sold compared to the same fiscal period last year, and improved operations from
CTE. We attribute the higher air ticket sales to the booming tourism, general
inflation in Chinese economy, as well as the downgraded competition among
airlines. As China’s economy grows, we believe that our growth in air-ticketing
is sustainable in the foreseeable future.




Revenues
from hotel reservation segment were $10,001,913 for the nine months ended
September 30, 2010 compared to $9,063,229 for the same period in 2009, an
increase of $938,684, or approximately 10.36%. We did not buy out any hotel
inventory during the period of the Shanghai World Expo, and therefore the growth
in this segment is not as high as our other segments. We believe that after this
one-time event, our hotel reservations segment will continue to grow in the
foreseeable future.





Revenues
from our packaged tour segment were $82,015,507 for the nine months ended
September 30, 2010, compared to $43,715,534 for the same period in 2009, an
increase of $38,299,973, or approximately 87.61%. Excluding the effect on
revenue from the five newly acquired subsidiaries, which was $28,469,080, our
revenues from this segment were $53,546,427 for the nine months ended September
30, 2010, compared to $43,715,534, for the same period in 2009, an increase of
$9,830,893, approximately 22%. We serviced approximately 120,000 more customer
days organically compared to the same period last year. This increase is a
result of the growth of Chinese economy, improved operations from STA, and our
efforts in carrying out various marketing programs.





Cost of
Services




Costs of
services for air ticket segment cover mainly business and revenue related
taxes.  Costs of services for hotel reservation segment cover mainly
business and revenue related taxes, as well as commissions paid to the sales
agents for selling hotel rooms in the Company’s
system.   Commission rates vary and are paid to these sales
agents after we are paid our commissions by the hotels. Costs of services for
packaged tour segment include meals, transportation (airline tickets, train
tickets and car rental), lodging, airport transfers, tickets to local
attractions and tours.





Other
direct costs such as systems and related technologies used by each segment
operations, and costs associated with payment processing are also included in
the Company’s Costs of Services. In addition, the Company allocates costs of
labor and facilities, depreciation, communications, and utility expenses
incurred by each segment between costs of services and general administrative
expenses.  The percentage, ranging from 50% to 80%, allocated to costs
of sales is based on management estimate, and the percentage allocated is
estimated to be directly associated with the generation of revenues. We do not
offer any volume rebates but enjoy volume rebates from our vendors, calculated
based on the vendors’ own internal rebate policy. We do not record receivables
for these rebates, and we only record them as a reduction of cost when
received.





Costs of
services for the nine months ended September 30, 2010 were $76,643,966 compared
to $41,882,670 for the same period in 2009, an increase of $34,761,296, or
approximately 83.00%. The comparatively higher costs of services resulted from
packaged tour segment making up a greater percentage of our total revenue and
their corresponding higher cost of services. Excluding the effect of the costs
of services of the five newly acquired subsidiaries, which is $23,870,606, costs
of services for the nine months ended September 30, 2010 were $52,773,360,
compared to $41,882,670, for the same period 2009, an increase of $10,890,690,
or approximately 26%. The increase is in tandem with the increase of
revenue.




42




Costs of
services from air-ticketing segment were $3,139,213 for the nine months ended
September 30, 2010, compared to $1,435,746 for the same period last
year, an increase of $1,703,467, or approximately 118.65%. This increase is
associated with the higher booking volumes, higher salaries expenses along with
increased numbers of employees in this segment.





Costs of
services from hotel-reservation segment were $3,530,368 for the nine months
ended September 30, 2010, compared to $2,868,994 for the same period last
year, an increase of $661,374, or approximately 23.05%. The increase is
associated with increased volume in commission split sales to retail agencies
for promoting our business and reclassification of cost of salary and
rent.  We do not anticipate increases in commission
splits.





Costs of
services from packaged-tour segment were $69,974,385 for the nine months ended
September 30, 2010, compared to $37,577,930 for the same period last
year, an increase of $32,396,455 or approximately 86.21%. The increase is
in tandem with the increase of revenue. Excluding the effect of the costs of
services for the five newly acquired subsidiaries, which was $23,870,606, our
costs of services from this segment were $46,103,779 for the nine months ended
September 30, 2010 compared to $37,577,930 for the same period in 2009, an
increase of $8,525,849, or approximately 23%. The increase is also in tandem
with the increase of revenue.




Gross
Profit





Gross
profit for the nine months ended September 30, 2010 was $32,517,784 compared to
$21,818,400, for the same period 2009, an increase of $10,699,384, or
approximately 49.04%. The increase in gross profit is due to the same factors
contributing to the growth in revenue. The growth in both our domestic
air-ticketing and hotel reservations segment is a result of synergies from
our packaged tour operations.





Gross
profit in our air-ticketing segment was $14,005,117 for the nine months ended
September 30, 2010, compared to $9,486,561 for the same period last year, an
increase of $4,518,556, or approximately 47.63%. Gross profit margin for the
nine months ended September 30, 2010 was 81.69%, slightly lower than 86.65% for
the same period in 2009. It is a result of increased depreciation and
maintenance cost of our tripeasy kiosks, but as we sold all our kiosks in
September this year, we anticipate that our margin in the air-ticketing segment
will improve in the foreseeable future.





Gross
profit in our hotel reservation segment was $6,471,545 for the nine months ended
September 30, 2010 compared to $6,194,235 for the same period last year, an
increase of $277,310, or approximately 4.48%. Gross profit margin in this
segment for the nine months ended September 30, 2010 was 64.70%, compared to
68.34% for the same period in 2009, a slight decrease of 3.64%. The decreased
gross profit margin is mostly due to the increase volume in commission
split sales to retail agencies and the reclassification of the costs associated.
We believe that after the one- time event, namely the Shanghai World Expo, our
hotel segment will continue to grow in the foreseeable future.





Gross
profit in our packaged tour segment was $12,041,122 for the nine months ended
September 30, 2010 compared to $6,137,604 for the same period last year, an
increase of $5,903,518, or approximately 96.19%.  Gross profit margin
in this segment for the nine months ended September 30, 2010 was 14.68% compared
to 14.04% for the same period 2009, an increase of 0.64%. We have
managed to improve our profit margins as a result of our integration of the
newly acquired subsidiaries this year, by leveraging off our greater bargaining
power and synergy as a national travel group. We believe that our strong local
contacts and network established through our subsidiaries are critical in our
nationwide expansion strategy.




Our
air-ticketing and hotel reservation segments have much higher gross margin than
our packaged tour segment primarily as our revenues from air-ticketing and hotel
reservation segments are the commission we generated and our costs of service
are mainly business taxes, systems and related technologies used in operations,
costs associated with payment processing, and allocation of costs of labor and
facilities, communications, and utility expenses, which all together are not
substantial; while costs of services for the packaged tour segment include
meals, transportation (airline tickets, train tickets and car rental), lodging,
airport transfers, tickets to local attractions and tours, that all together are
much substantial variable and fixed overheads.




43




Consolidated
gross margin for the nine months ended September 30, 2010 came in at
29.79%, a 4.46% decrease from the 34.25% in the same period last year. The lower
gross margin is mainly due to our changes in revenues mix. Due to the difference
in revenues recognition, our packaged tour segment has lower gross margin.
During the nine months ended September 30, 2010, revenues generated from
packaged tour segment, which have a smaller profit-margin, grew at a much higher
rate than revenues generated from air ticketing and hotel reservation segments,
leading to lower overall gross margin.




Selling, General and
Administrative Expenses





Major
selling, general, and administrative expenses for the nine months ended
September 30, 2010 and 2009 are as follows:




For
      the nine months endedSeptember
      30,2010
                                        
                                        
                                        2009Business
      related tax
                                        
                                        $
                                        686,639
                                        
                                        
                                        $
                                        334,626Salary
      and commission
                                        
                                        
                                        4,993,967
                                        
                                        
                                        
                                        2,130,091Marketing
                                        
                                        
                                        247,449
                                        
                                        
                                        
                                        73,265Rent
                                        
                                        
                                        252,538
                                        
                                        
                                        
                                        149,868Depreciation
      and amortization
                                        
                                        
                                        1,236,467
                                        
                                        
                                        
                                        42,263Professional
      fees
                                        
                                        
                                        744,017
                                        
                                        
                                        
                                        591,051Stock-based
      compensation
                                        
                                        
                                        990,846
                                        
                                        
                                        
                                        802,157Other
      general and administrative expenses
                                        
                                        
                                        1,401,923
                                        
                                        
                                        
                                        1,057,959Total
                                        
                                        $
                                        10,553,846
                                        
                                        
                                        $
                                        5,181,280





Selling,
general and administrative expenses totaled $10,553,846 for nine months ended
September 30, 2010 compared to $5,181,280 for the same period last year, an
increase of approximately 103.69%.




Selling,
general and administrative expenses were approximately 9.67% of revenue for the
nine months ended September 30, 2010 as compared to 8.13% for the same period
last year. General increase in selling, general and administrative expenses are
in connection with the growth in business operations during the nine months
ended September 30, 2010, as compared to the same period of last year. During
the first three quarters of 2010, we incurred extra professional fees,
amortization expenses of identified intangible assets, and consolidation
expenses for the aforesaid mergers and acquisitions. To promote our businesses,
especially the packaged tour segment, we spent $247,449 on advertisements in the
first three quarters of 2010, while we did not incur so much for the same period
last year. In the second half of 2009, we established two subsidiaries, CTE and
STA. Depreciation and amortization expenses of these two newly established
companies have been taken into account since the third quarter of 2009. The
doubling of  salary expense and commission is due to the increased
split on commissions to large retail agencies as a
result of increase sales volume and an increase in the number of new
hires including employees from our five new acquisitions Average salary is
approximately 2,000 RMB/month for first-line employees, and commission paid per
marketing employee is approximately 2,500 RMB/month base on their
performance.




Other Income
(Expenses)





Gain on
change in fair value of derivative liability for the nine months ended September
30, 2010 was $1,253,181 compared to a loss of $6,553,971 for the same period
last year. The Company adopted Derivative and Hedging, ASC 815-40 effective
January 1, 2009. The warrants issued in connection with the “Securities
Purchase Agreement” dated August 28, 2008 were reclassified from equity to
derivative liability and marked to market.  Therefore, the Company recorded
a gain on change in fair value of derivative liability of $1,253,181 on
September 30, 2010 to mark to market for the decrease in fair value of the
warrants from January 1, 2010 to September 30, 2010.




44




Net
Income





Net
income was $17,408,085, or 15.95% of revenues for the nine months ended
September 30, 2010, compared to $5,509,420, or 8.65% of revenues for the same
period last year. The significant increase in net income is mostly due to our
efforts to expand our business, our merger and acquisition strategy, as well as
the non-cash gain on change in fair value of derivative liability.





LIQUIDITY AND CAPITAL
RESOURCES





Cash for
operations and liquidity needs are funded primarily through cash flows from
operations and equity raise. Cash and cash equivalents were $56,664,313 as of
September 30, 2010. Current assets and current liabilities as of September 30,
2010 were $101,628,596 and $11,960,100, respectively, yielding working capital
of $89,668,496. We believe that the funds available to us from operations and
equity raise are adequate to meet our operating needs for the next twelve
months. For the nine months ended September 30, 2010, net cash provided by
operating activities was approximately $17,069,277,
which resulted primarily from our operating cash flow and effective
management of cash flow.





Capital
expenditure





Total
capital expenditure for nine months ended September 30, 2010 was $2,779,988 to
purchase fixed assets, primarily machinery and equipment, such as tripeasykiosks. On September 9, 2010, all of our 1,523 tripeasy kiosks were sold for a total of
$5,698,498.  Management may consider substantial increase in equipment
or other supporting machinery expenditures to support the fast development and
expansion of our business in the future.





Working Capital
Requirements





Historically,
operations and short term financing have been sufficient to meet our cash needs.
We believe that we will be able to generate revenue from operations to provide
the necessary cash flow to meet anticipated working capital requirements.
However, our actual working capital needs for the long and short term will
depend upon numerous factors, including operating results, competition, the
opportunity to acquire or start-up new businesses, and the availability of
credit facilities, none of which can be predicted with certainty. Due to our
rapid growth and expansion, our need for additional capital may arise, and
management will seek to raise capital for the maintenance and expansion of our
operations through the issuance of debt or equity if necessary. To satisfy these
capital needs due to our broad expansion in PRC, we may incur additional capital
expenditures.




We filed
a Registration Statement on Form S-3 to register $50,000,000 worth of
securities on August 7, 2009, which became effective on November 5, 2009. In
December 15, 2009, we closed Subscription Agreements with certain investors to
sell to them an aggregate of 2,222,222 shares of common stocks for net proceeds
of $18.9 million. We also closed another common stock public offering
transaction on June 16, 2010. In this transaction we issued 2,857,143 shares of
common stocks fornet proceeds of $18.8 million.





Unless
otherwise indicated in a prospectus supplement, we intend to use the net
proceeds from the sale of the securities under the S-3 registration for general
corporate purposes, including expanding our products, and for general working
capital purposes.  We may also use a portion of the net proceeds to
acquire or invest in businesses and products that are complementary to our own,
although we have no current plans, commitments or agreements with respect to any
acquisitions as of the date of the S-3 registration.




45




Off Balance Sheet
Arrangements





We have
never entered into any off-balance sheet financing arrangements except leases
and have never established any special purpose entities. We have not guaranteed
any debt or commitments of other entities or entered into any options on
non-financial assets.




Item 3. Quantitative and Qualitative
Disclosures About Market Risk.




We currently do not hold or use any
derivative or other financial instruments that expose us to substantial market
risk except for our derivative warrant liability and we have no foreign exchange
contracts.




We are exposed to foreign exchange risk
arising from fluctuations in the exchange rate between U.S. Dollars and
Renminbi. Our operations are located in the People’s Republic of China and
substantially all of our revenues and assets are denominated in Renminbi.
However our reporting currency is the U.S. Dollar and some of our expenses are
denominated in U.S. Dollars. As a result, our financial results are potentially
subject to the impact of changes in value between U.S. Dollars and Renminbi. If
the Renminbi depreciates relative to the U.S. Dollar, the value of our revenues,
earnings and assets as reported in our financial statements will
decline.





Item
4. Controls and Procedures.





Evaluation
of our Disclosure Controls





As of the
end of the period covered by this Quarterly Report on Form 10-Q, our principal
executive officer and principal financial officer have evaluated the
effectiveness of our “disclosure controls and procedures” (“Disclosure
Controls”). Disclosure Controls, as defined in Rule 13a-15(e) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), are procedures that are
designed with the objective of ensuring that information required to be
disclosed in our reports filed under the Exchange Act, such as this Quarterly
Report, is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission’s rules and forms.
Disclosure Controls are also designed with the objective of ensuring that such
information is accumulated and communicated to our management, including the CEO
and CFO, as appropriate to allow timely decisions regarding required disclosure.
Our management, including the CEO and CFO, does not expect that our Disclosure
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. Because
of 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 the company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. The design of any
system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future
conditions.





Based
upon their controls evaluation, our CEO and CFO have concluded that our
Disclosure Controls are effective at a reasonable assurance level.




46




Changes
in internal control over financial reporting





There
have been no changes in our internal controls over financial reporting during
our third fiscal quarter that have materially affected, or are reasonably likely
to materially affect, our internal control over financial
reporting.





PART
II - OTHER INFORMATION




Item
1. Legal
Proceedings.


There is no material legal proceeding pending against
us.





Item
1A. Risk Factors





There
have not been any material changes to the Company’s risk factors from its
Amendment No. 2 to our Annual Report on Form 10-K/A on June 7,
2010.




Item
2. Unregistered
Sales of Equity Securities and Use of Proceeds


None.




Item
3. Defaults
Upon Senior Securities


None.




Item
4. (Removed
and Reserved).


None.




Item
5. Other
Information


Not
applicable.




Item
6. Exhibits




Copies of
the following documents are included as exhibits to this report pursuant to Item
601 of Regulation S-K.




Exhibit
      No.
              SEC Ref.
      No.
              Title
      of Document1
              31.1
              Certification
      of the Principal Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 20022.
              31.2
              Certification
      of the Principal Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 20023
              32.1
              Certification
      of the Principal Executive Officer pursuant to U.S.C. Section 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002*4
              32.2
              Certification
      of the Principal Financial Officer pursuant to U.S.C. Section 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002*




*The Exhibit attached to this Form 10-Q
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability
under that section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such
filing.




47




SIGNATURES





In
accordance with the Exchange Act, the registrant caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.






Date: November 15,
2010




UNIVERSAL
      TRAVEL GROUPBy:
                  /s/ Jiangping JiangJiangping
      Jiang
                    Chairwoman
      and Chief Executive Officer
                    (Principal
      Executive Officer)






By:
                      /s/ Jing XieJing
      Xie
                        Chief
      Financial Officer
                        (Principal
      Financial Officer)




48