UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 FORM
10-Q/A
 (Amendment
No.1)
  o
              QUARTERLY REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 For the
quarterly period ended September 30, 2009
  o
              TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 For the
transition period from ____________ to ____________
  Commission
file number:  0-28806
  Ever-Glory
International Group Inc.
 (Exact
name of registrant as specified in its charter)
  Florida
                    
                    65-0420146(State
      or other jurisdiction of
                      incorporation
      or organization)
                    
                    (I.R.S.
      Employer
                      Identification
      No.)
  100
N. Barranca Ave. #810
 West
Covina, California 91791
 (Address
of principal executive offices)
  (626)
859-6638
 (Registrant’s
telephone number, including area code)
  Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
 Yes x  No o
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§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).  
No  o   
Yes  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 definition of “large accelerated filer,” “accelerated
filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. o
  Large
      accelerated filer
                  o
                  
                  Accelerated
      filer
                  oNon-accelerated
      filer
                  o
                  
                  Smaller
      reportingcompany
                  x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 Yes 
o  No
x
 As of
November  8, 2009, 13,560,240 shares of the Company’s common stock,
$0.001 par value, were issued and outstanding.
  
  EVER-GLORY
INTERNATIONAL GROUP, INC.
 FORM 10-Q/A
 
 EXPLANATORY
NOTE
 
 Ever-Glory
International Group, Inc. (the "Company") is filing this Amendment No. 1 (this
"Amendment No. 1") to its Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2009 (the "Original Report "), which was originally filed on
November 9, 2009, to address comments from the staff of the Securities and
Exchange Commission (the “Staff”) in connection with the Staff's regular
periodic review of the Company's filings. As a result of comments received from
the Staff, the Company re-evaluated its calculation of the derivative effect of
certain warrants and determined to restate its consolidated financial statements
for the fiscal period ended September 30, 2009 included in the Original Report
and to make the following changes:
 
 ·
                Restate
      the Financial Statements;
 ·
                Revise
      the Recent Accounting Pronouncements and Results of Operations sections in
      Item 2, Management's Discussion and Analysis of Financial Condition and
      Results of Operations.
 ·
                Revise
      Note 1, Note 2 and Note 5 to the unaudited interim condensed consolidated
      Financial Statements; and
 ·
                Amend
      the disclosure contained under Item 4 - Controls and
      Procedures;
 ·
                Re-execute
      the certificates required by Section 302 of the Sarbanes-Oxley Act of
      2002.
 
 Except as
discussed above, the Company has not modified or updated disclosures presented
in the Original Report.  Accordingly, this Amendment No. 1 does not
reflect events occurring after the filing of the Original Report, nor does it
modify or update those disclosures affected by subsequent events or
discoveries.  It also does not affect information contained in the
Original Report which was not impacted by these restatements.  Events
occurring after the filing of the Original Report or other disclosures necessary
to reflect subsequent events have been or will be addressed in the Company's
reports filed subsequent to the Original Report.
 
 This
Amendment No. 1 should be read in conjunction with the Company's filings made
with the Securities and Exchange Commission subsequent to the filing of the
Original Report, including any amendments to those filings.
 
 
  PART
1 - FINANCIAL INFORMATION
  ITEM 1. FINANCIAL
STATEMENTS
  EVER-GLORY
      INTERNATIONAL GROUP, INC. AND SUBSIDIARIESCONDENSED
      CONSOLIDATED BALANCE SHEETSAS
      OF SEPTEMBER 30, 2009 (UNAUDITED) AND DECEMBER 31,
  2008  ASSETSSeptember
      30,
                              
                              
                              December
      31,2009
                              
                              
                              2008(unaudited)(as
      restated,
                                Note
      1)CURRENT
      ASSETSCash
      and cash equivalents
                              
                              $
                              3,561,116
                              
                              
                              $
                              1,445,363Accounts
      receivable
                              
                              
                              14,590,133
                              
                              
                              
                              9,485,338Inventories
                              
                              
                              7,232,455
                              
                              
                              
                              3,735,227Value
      added  tax receivable
                              
                              
                              802,120
                              
                              
                              
                              -Other
      receivables and prepaid expenses
                              
                              
                              480,667
                              
                              
                              
                              945,191Advances
      on inventory purchases
                              
                              
                              381,850
                              
                              
                              
                              288,256Amounts
      due from related party
                              
                              
                              10,475,672
                              
                              
                              
                              11,565,574Total
      Current Assets
                              
                              
                              37,524,013
                              
                              
                              
                              27,464,949LAND
      USE RIGHT, NET
                              
                              
                              2,805,175
                              
                              
                              
                              2,854,508PROPERTY
      AND EQUIPMENT, NET
                              
                              
                              12,574,798
                              
                              
                              
                              12,494,452INVESTMENT
      AT COST
                              
                              
                              1,467,000
                              
                              
                              
                              1,467,000TOTAL
      ASSETS
                              
                              $
                              54,370,986
                              
                              
                              $
                              44,280,909LIABILITIES
      AND EQUITYCURRENT
      LIABILITIESBank
      loans
                              
                              $
                              5,398,560
                              
                              
                              $
                              6,542,820Loan
      from related party -short term
                              
                              
                              500,000Accounts
      payable
                              
                              
                              9,682,539
                              
                              
                              
                              3,620,543Accounts
      payable and other payables- related parties
                              
                              
                              739,437
                              
                              
                              
                              754,589Other
      payables and accrued liabilities
                              
                              
                              1,943,983
                              
                              
                              
                              1,683,977Value
      added and other taxes payable
                              
                              
                              371,655
                              
                              
                              
                              368,807Income
      tax payable
                              
                              
                              118,921
                              
                              
                              
                              257,946Deferred
      tax liabilities
                              
                              
                              304,670
                              
                              
                              
                              80,009Total
      Current Liabilities
                              
                              
                              19,059,765
                              
                              
                              
                              13,308,691LONG-TERM
      LIABILITIESLoan
      from related party
                              
                              
                              2,247,879
                              
                              
                              
                              2,660,085Derivative
      liability
                              
                              
                              1,207,000Total
      Long-term Liabilities
                              
                              
                              3,454,879
                              
                              
                              
                              2,660,085TOTAL
      LIABILITIES
                              
                              
                              22,514,644
                              
                              
                              
                              15,968,776COMMITMENTS
      AND CONTINGENCIESEQUITYStockholders'
      equity of the CompanyPreferred
      stock ($.001 par value, authorized 5,000,000 shares,no
      shares issued and outstanding)
                              
                              
                              -
                              
                              
                              
                              -Common
      stock ($.001 par value, authorized 50,000,000 shares,13,560,240
      and 12,373,567 shares issued and outstandingas
      of September 30,2009 and December 31, 2008, respectively)
                              
                              
                              13,560
                              
                              
                              
                              12,374Additional
      paid-in capital
                              
                              
                              3,616,971
                              
                              
                              
                              4,549,004Retained
      earnings
                              
                              
                              20,310,793
                              
                              
                              
                              15,807,539Statutory
      reserve
                              
                              
                              3,437,379
                              
                              
                              
                              3,437,379Accumulated
      other comprehensive income
                              
                              
                              3,919,913
                              
                              
                              
                              3,956,860Total
      Stockholders' Equity of the Company
                              
                              
                              31,298,616
                              
                              
                              
                              27,763,156Noncontrolling
      interest
                              
                              
                              557,726
                              
                              
                              
                              548,977Total
      Equity
                              
                              
                              31,856,342
                              
                              
                              
                              28,312,133TOTAL
      LIABILITIES AND EQUITY
                              
                              $
                              54,370,986
                              
                              
                              $
                              44,280,909
   
  EVER-GLORY
      INTERNATIONAL GROUP, INC. AND SUBSDIARIESCONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
    INCOMEFOR
      THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
      (UNAUDITED)  Three
      months ended
                                                                
                                                                
                                                                Nine
      months endedSeptember
      30,
                                                                
                                                                
                                                                September
      30,2009
                                                                
                                                                
                                                                2008
                                                                
                                                                
                                                                2009
                                                                
                                                                
                                                                2008(as
      restated,
                                                                  Note
      1)
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                (as
      restated,
                                                                  Note
      1)NET
      SALESRelated
      parties
                                                                
                                                                $
                                                                66,221
                                                                
                                                                
                                                                $
                                                                17,582
                                                                
                                                                
                                                                $
                                                                75,572
                                                                
                                                                
                                                                $
                                                                510,145Third
      parties
                                                                
                                                                
                                                                24,870,500
                                                                
                                                                
                                                                
                                                                31,867,994
                                                                
                                                                
                                                                
                                                                66,494,465
                                                                
                                                                
                                                                
                                                                75,191,036Total
      net sales
                                                                
                                                                
                                                                24,936,721
                                                                
                                                                
                                                                
                                                                31,885,576
                                                                
                                                                
                                                                
                                                                66,570,037
                                                                
                                                                
                                                                
                                                                75,701,181COST
      OF SALESRelated
      parties
                                                                
                                                                
                                                                38,281
                                                                
                                                                
                                                                
                                                                10,989
                                                                
                                                                
                                                                
                                                                47,294
                                                                
                                                                
                                                                
                                                                472,373Third
      parties
                                                                
                                                                
                                                                20,264,735
                                                                
                                                                
                                                                
                                                                27,284,216
                                                                
                                                                
                                                                
                                                                52,667,322
                                                                
                                                                
                                                                
                                                                62,563,564Total
      cost of sales
                                                                
                                                                
                                                                20,303,016
                                                                
                                                                
                                                                
                                                                27,295,205
                                                                
                                                                
                                                                
                                                                52,714,616
                                                                
                                                                
                                                                
                                                                63,035,937GROSS
      PROFIT
                                                                
                                                                
                                                                4,633,705
                                                                
                                                                
                                                                
                                                                4,590,371
                                                                
                                                                
                                                                
                                                                13,855,421
                                                                
                                                                
                                                                
                                                                12,665,244OPERATING
      EXPENSESSelling
      expenses
                                                                
                                                                
                                                                1,097,840
                                                                
                                                                
                                                                
                                                                563,971
                                                                
                                                                
                                                                
                                                                2,903,655
                                                                
                                                                
                                                                
                                                                1,210,063General
      and administrative expenses
                                                                
                                                                
                                                                1,562,382
                                                                
                                                                
                                                                
                                                                1,683,713
                                                                
                                                                
                                                                
                                                                5,707,786
                                                                
                                                                
                                                                
                                                                4,918,696Total
      Operating Expenses
                                                                
                                                                
                                                                2,660,222
                                                                
                                                                
                                                                
                                                                2,247,684
                                                                
                                                                
                                                                
                                                                8,611,441
                                                                
                                                                
                                                                
                                                                6,128,759INCOME
      FROM OPERATIONS
                                                                
                                                                
                                                                1,973,483
                                                                
                                                                
                                                                
                                                                2,342,687
                                                                
                                                                
                                                                
                                                                5,243,980
                                                                
                                                                
                                                                
                                                                6,536,485OTHER
      INCOME (EXPENSES)Interest
      income
                                                                
                                                                
                                                                180,089
                                                                
                                                                
                                                                
                                                                41,052
                                                                
                                                                
                                                                
                                                                445,117
                                                                
                                                                
                                                                
                                                                121,616Interest
      expense
                                                                
                                                                
                                                                (94,016
                                                                )
                                                                
                                                                
                                                                (1,468,592
                                                                )
                                                                
                                                                
                                                                (332,900
                                                                )
                                                                
                                                                
                                                                (2,677,546
                                                                )Change
      of fair value of derivitive liability
                                                                
                                                                
                                                                (143,000
                                                                )
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                (725,000
                                                                )Other
      income
                                                                
                                                                
                                                                269
                                                                
                                                                
                                                                
                                                                571
                                                                
                                                                
                                                                
                                                                45,252
                                                                
                                                                
                                                                
                                                                53,656Total
      Other Income (Expenses)
                                                                
                                                                
                                                                (56,658
                                                                )
                                                                
                                                                
                                                                (1,426,969
                                                                )
                                                                
                                                                
                                                                (567,531
                                                                )
                                                                
                                                                
                                                                (2,502,274
                                                                )INCOME
      BEFORE INCOME TAX EXPENSE
                                                                
                                                                
                                                                1,916,825
                                                                
                                                                
                                                                
                                                                915,718
                                                                
                                                                
                                                                
                                                                4,676,449
                                                                
                                                                
                                                                
                                                                4,034,211INCOME
      TAX EXPENSE
                                                                
                                                                
                                                                (130,479
                                                                )
                                                                
                                                                
                                                                (273,203
                                                                )
                                                                
                                                                
                                                                (692,206
                                                                )
                                                                
                                                                
                                                                (841,850
                                                                )NET
      INCOME
                                                                
                                                                
                                                                1,786,346
                                                                
                                                                
                                                                
                                                                642,515
                                                                
                                                                
                                                                
                                                                3,984,243
                                                                
                                                                
                                                                
                                                                3,192,361ADD:
      NET LOSS ATTRIBUTABLE TO THE NONCONTROLING INTEREST
                                                                
                                                                
                                                                7,552
                                                                
                                                                
                                                                
                                                                4,666
                                                                
                                                                
                                                                
                                                                25,011
                                                                
                                                                
                                                                
                                                                1,417NET
      INCOME ATTRIBUTABLE TO THE COMPANY
                                                                
                                                                $
                                                                1,793,898
                                                                
                                                                
                                                                $
                                                                647,181
                                                                
                                                                
                                                                $
                                                                4,009,254
                                                                
                                                                
                                                                $
                                                                3,193,778NET
      INCOME
                                                                
                                                                $
                                                                1,786,346
                                                                
                                                                
                                                                $
                                                                642,515
                                                                
                                                                
                                                                $
                                                                3,984,243
                                                                
                                                                
                                                                $
                                                                3,192,361Foreign
      currency translation gain (loss)
                                                                
                                                                
                                                                46,364
                                                                
                                                                
                                                                
                                                                107,468
                                                                
                                                                
                                                                
                                                                (36,947
                                                                )
                                                                
                                                                
                                                                1,818,706COMPREHENSIVE
      INCOME
                                                                
                                                                
                                                                1,832,710
                                                                
                                                                
                                                                
                                                                749,983
                                                                
                                                                
                                                                
                                                                3,947,296
                                                                
                                                                
                                                                
                                                                5,011,067COMPREHENSIVE
      (INCOME) LOSS  ATTRIBUTABLE TOTHE
      NONCONTROLING INTEREST
                                                                
                                                                
                                                                
                                                                (6,752
                                                                )
                                                                
                                                                
                                                                34,441
                                                                
                                                                
                                                                
                                                                8,749
                                                                
                                                                
                                                                
                                                                11,419COMPREHENSIVE
      INCOME ATTRIBUTABLE TOTHE
      COMPANY
                                                                
                                                                
                                                                $
                                                                1,825,958
                                                                
                                                                
                                                                $
                                                                784,424
                                                                
                                                                
                                                                $
                                                                3,956,045
                                                                
                                                                
                                                                $
                                                                5,022,486NET
      INCOME PER SHAREAttributable
      to the Company's common stockholdersBasic
                                                                
                                                                $
                                                                0.13
                                                                
                                                                
                                                                $
                                                                0.05
                                                                
                                                                
                                                                $
                                                                0.30
                                                                
                                                                
                                                                $
                                                                0.27Diluted
                                                                
                                                                $
                                                                0.13
                                                                
                                                                
                                                                $
                                                                0.05
                                                                
                                                                
                                                                $
                                                                0.30
                                                                
                                                                
                                                                $
                                                                0.27Weighted
      average number of shares outstandingBasic
                                                                
                                                                
                                                                13,558,326
                                                                
                                                                
                                                                
                                                                11,914,825
                                                                
                                                                
                                                                
                                                                13,546,116
                                                                
                                                                
                                                                
                                                                11,692,604Diluted
                                                                
                                                                
                                                                13,558,326
                                                                
                                                                
                                                                
                                                                12,002,908
                                                                
                                                                
                                                                
                                                                13,546,116
                                                                
                                                                
                                                                
                                                                11,715,332
   
  EVER-GLORY
      INTERNATIONAL GROUP, INC. AND SUBSIDIARIESCONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWSFOR
      THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
    (UNAUDITED)  2009
                            
                            
                            2008(as
      restated,
                              Note
      1)CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      income
                            
                            $
                            3,984,243
                            
                            
                            $
                            3,192,361Adjustments
      to reconcile net income to cash providedby
      operating activities:Depreciation
      and amortization
                            
                            
                            1,512,089
                            
                            
                            
                            714,446Change
      in fair value of derivative liability
                            
                            
                            725,000Deferred
      income tax
                            
                            
                            224,493Amortization
      of discount on convertible notes
                            
                            
                            
                            
                            
                            
                            1,934,026Amortization
      of deferred financing costs
                            
                            
                            
                            
                            
                            
                            318,196Stock
      issued for interest
                            
                            
                            
                            
                            
                            
                            2,155Stock-based
      compensation
                            
                            
                            22,181
                            
                            
                            
                            12,855Changes
      in operating assets and liabilitiesAccounts
      receivable
                            
                            
                            (5,100,967
                            )
                            
                            
                            (3,306,125
                            )Accounts
      receivable - related parties
                            
                            
                            
                            
                            
                            
                            153,420Inventories
                            
                            
                            (3,494,605
                            )
                            
                            
                            (597,330
                            )Value
      added  tax receivable
                            
                            
                            (801,519
                            )Other
      receivables and prepaid expenses
                            
                            
                            (123,094
                            )
                            
                            
                            (631,466
                            )Other
      receivable - related parties
                            
                            
                            
                            
                            
                            
                            (37,823
                            )Advances
      on inventory purchases
                            
                            
                            (93,524
                            )
                            
                            
                            (332,988
                            )Amounts
      due from related party
                            
                            
                            1,088,634
                            
                            
                            
                            (4,059,141
                            )Accounts
      payable
                            
                            
                            6,057,452
                            
                            
                            
                            4,325,070Accounts
      payable and other payables - related parties
                            
                            
                            72,399
                            
                            
                            
                            149,688Other
      payables and accrued liabilities
                            
                            
                            259,657
                            
                            
                            
                            435,963Value
      added and other taxes payable
                            
                            
                            2,845
                            
                            
                            
                            181,056Income
      tax payable
                            
                            
                            (138,920
                            )
                            
                            
                            268,334Net
      cash provided by operating activities
                            
                            
                            4,196,364
                            
                            
                            
                            2,722,697CASH
      FLOWS FROM INVESTING ACTIVITIESInvestment
      in La Chapelle
                            
                            
                            
                            
                            
                            
                            (1,397,700
                            )Purchase
      of property and equipment
                            
                            
                            (984,346
                            )
                            
                            
                            (800,669
                            )Proceeds
      from sale of equipment
                            
                            
                            28,537
                            
                            
                            
                            37,019Net
      cash used in investing activities
                            
                            
                            (955,809
                            )
                            
                            
                            (2,161,350
                            )CASH
      FLOWS FROM FINANCING ACTIVITIESContribution
      from minority shareholders
                            
                            
                            
                            
                            
                            
                            553,040Proceeds
      from bank loans
                            
                            
                            11,991,062
                            
                            
                            
                            11,354,904Repayment
      of bank loans
                            
                            
                            (13,134,464
                            )
                            
                            
                            (10,695,402
                            )Repayment
      of long term loan
                            
                            
                            
                            
                            
                            
                            (1,844,164
                            )Exercise
      of warrants
                            
                            
                            
                            
                            
                            
                            219,635Net
      cash used in financing activities
                            
                            
                            (1,143,402
                            )
                            
                            
                            (411,987
                            )EFFECT
      OF EXCHANGE RATE CHANGES ON CASH
                            
                            
                            18,600
                            
                            
                            
                            91,449NET
      INCREASE IN CASH AND CASH EQUIVALENTS
                            
                            
                            2,115,753
                            
                            
                            
                            240,809CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
                            
                            
                            1,445,363
                            
                            
                            
                            641,739CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                            
                            $
                            3,561,116
                            
                            
                            $
                            882,548SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Cash
      paid during the period for:Interest
      expense
                            
                            $
                            245,105
                            
                            
                            $
                            295,562Income
      taxes
                            
                            $
                            606,622
                            
                            
                            $
                            573,557
  
 
 EVER-GLORY
INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
 NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER 30, 2009
(UNAUDITED)
  NOTE
1 BASIS OF PRESENTATION
  Ever-Glory
International Group, Inc. (the “Company”), together with its subsidiaries, is an
apparel manufacturer, supplier and retailer in China, with wholesale and retail
segments. The Company’s wholesale business consists of recognized brands for
department and specialty stores located in Europe, Japan and the United
States. The Company’s newly established retail business consists of
154 flagship stores and store-in-stores for the Company’s own-brand
products located in 23 province in China. The Company’s wholesale operations are
provided primarily through the Company’s wholly-owned subsidiaries,
Goldenway Nanjing Garments Co. Ltd. (“Goldenway”), Nanjing Catch-Luck Garments
Co. Ltd. (“Catch-Luck”), Nanjing New-Tailun Garments Co. Ltd (“New-Tailun”) and
Perfect Dream Limited (“Perfect-Dream”). The Company’s retail operations
are provided through its 60%-owned subsidiary, Shanghai LA GO GO Fashion
Company Limited (“LA GO GO”).
  In the
opinion of management, the accompanying unaudited condensed consolidated
financial statements of Ever-Glory International Group, Inc. and its
subsidiaries (the “Company”) contain all adjustments, consisting of normal
recurring adjustments, considered necessary for a fair presentation of the
condensed consolidated balance sheets as of September 30, 2009 and
December 31, 2008, the condensed consolidated statements of operations and
comprehensive income for the three and nine months
ended September 30, 2009 and 2008, and the condensed consolidated
statements of cash flows for the nine months ended September 30, 2009 and
2008. The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with accounting principles generally accepted
in the United States of America (“GAAP”) for interim financial information and
the instructions to Rule 10-01 of Regulation S-X of the Securities and
Exchange Commission (the “SEC”). Accordingly, they have been condensed and do
not include all of the information and footnotes required by GAAP for complete
financial statements. The results of operations for the three and
nine months ended September 30, 2009 are not necessarily indicative of
the results of operations to be expected for the full fiscal year. These
financial statements should be read in conjunction with the Company’s Annual
Report on Form 10-K for the year ended December 31, 2008. The
Company has made certain reclassifications to the prior year’s condensed
consolidated financial statements to conform to classifications in the current
year. These reclassifications had no impact on previously reported results of
operations.
  Ever-Glory
International Group Apparel Inc.(“Ever-Glory Apparel”), a wholly owned
subsidiary of Goldenway, was incorporated in the PRC on January 6,
2009.  Goldenway invested approximately $735,000 (RMB 5.0 million) in
cash. As of September 30, 2009, Goldenway has increased
its investment to approximately $6,595,000 (RMB45.0 million).
Ever-Glory Apparel is principally engaged in the import and export of
apparel, fabric and accessories.
  On March
23, 2009, Goldenway transfered all of its ownership interest in LA GO GO to
Ever-Glory Apparel.
  
  Ever-Glory
International Group (HK) Ltd. (“Ever-Glory HK”), a wholly-owned subsidiary of
Perfect-Dream, was incorporated in Samoa on September 15, 2009. Ever-Glory
HK is principally engaged in the import and export of apparel, fabric
and accessories.
  Subsequent
to the issuance of the Company’s September 30, 2009 consolidated interim
financial statements, the Company determined that it had incorrectly reported
derivative warrant liabilities with an estimated fair value of $725,000 at
September 30, 2009, related to the Company’s January 1, 2009 change in
accounting principle as a result of the adoption of ASC 815 (previously EITF No.
07-5) (see Note 5).  Accordingly the Company’s September 30, 2009
interim financial statements have been restated resulting in a decrease in net
income of $143,000, and a decrease in basic and diluted net income per share of
$0.01 for the three months ended September 30, 2009.  Net income and
basic and diluted net income per share for the nine months ended September
30, 2009 decreased by $725,000 and $0.05, respectively.
  NOTE
2 SIGNIFICANT ACCOUNTING POLICIES
  Financial
Instruments
  Management
has estimated that the carrying amounts of non-related party financial
instruments approximate their fair values due to their short-term maturities.
The fair value of amounts due from (to) related parties is not practicable to
estimate due to the related party nature of the underlying
transactions.
  Fair
Value Accounting
  Accounting
Standards Codification (“ASC”) 820 “Fair Value Measurements and
Disclosures”, previously FAS No.157, establishes a fair value
hierarchy that prioritizes the inputs to valuation techniques used to measure
fair value. The hierarchy gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy under ASC 820 are
described below:
  Level
      1
              Unadjusted quoted prices in
      active markets that are accessible at the measurement date for identical,
      unrestricted assets or
liabilities;
  Level
      2
              Quoted prices in markets that are
      not active, or inputs that are observable, either directly orindirectly, for substantially
      the full term of the asset or
liability;
  Level
      3
              Prices or valuation techniques
      that require inputs that are both significant to the fair value
      measurement and unobservable (supported by little or no market
      activity).
  At
September 30, 2009, the Company’s financial assets consist of cash placed with
financial institutions management considers to be of a high quality, which
management considers to be a Level 1 measurement..
  Effective
January 1, 2008, the Company also adopted ASC 825-10 “Financial Instruments”,
previously SFAS No. 159, “The
Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of FASB
Statement No. 115”, which allows an entity to choose to measure certain
financial instruments and liabilities at fair value on a contract-by-contract
basis. Subsequent fair value measurement for the financial instruments and
liabilities an entity chooses to measure will be recognized in earnings. As of
September 30, 2009, the Company did not elect such option for its financial
instruments and liabilities.
  
  Foreign Currency Translation
and Other Comprehensive Income
  The
reporting currency of the Company is the U.S. dollar. The functional currency of
Ever-Glory, Perfect Dream and Ever-Glory HK is the U.S. dollar. The functional
currency of Goldenway, New Tailun, Catch-luck, LA GO GO and Ever-Glory Apparel
is the Chinese RMB.
  For the
subsidiaries whose functional currencies are the RMB, all assets and liabilities
are translated at the exchange rate on the balance sheet date; stockholders’
equity is translated at the historical rates and items in the statement of
operations are translated at the average rate for the period. Translation
adjustments resulting from this process are included in accumulated other
comprehensive income in the statement of stockholders’ equity. The resulting
translation gains and losses that arise from exchange rate fluctuations on
transactions denominated in a currency other than the functional currency are
included in the results of operations as incurred and amounted to $3,062,
$1,561, $72,094 and $289,539 for the three and nine month periods ended
September 30, 2009 and 2008 , respectively. Items in the cash flow statements
are translated at the average exchange rate for the periods.
  Recent Accounting
Pronouncements
  Embedded
Derivatives
  (Included
in ASC 815 “Derivatives and Hedging”, previously SFAS 133)
  In
June 2008, the FASB issued Emerging Issues Task Force Issue 07-5 “Determining
whether an Instrument (or Embedded Feature) is indexed to an Entity’s Own Stock”
(“EITF No. 07-5”). This Issue is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and interim periods within those
fiscal years. Early application is not permitted. Paragraph 11(a) of Statement
of Financial Accounting Standard No 133 “Accounting for Derivatives and Hedging
Activities” (“SFAS 133”) specifies that a contract that would otherwise meet the
definition of a derivative but is both (a) indexed to the Company’s own
stock and (b) classified in stockholders’ equity in the statement of
financial position would not be considered a derivative financial instrument.
EITF No.07-5 provides a new two-step model to be applied in determining whether
a financial instrument or an embedded feature is indexed to an issuer’s own
stock and thus able to qualify for the SFAS 133 paragraph 11(a) scope exception.
Upon adoption of EITF No. 07-5, the Company reclassified certain warrants that
were previously classified as equity to liability (Note 5).
  Business
Combinations
  (Included
in ASC 805 “Business Combinations”, previously SFAS No. 141(R))
  This ASC
guidance revised SFAS No. 141, “Business Combinations” and
addresses the accounting and disclosure for identifiable assets acquired,
liabilities assumed, and noncontrolling interests in a business combination.
Adoption of this standard on January 1, 2009 did not have a material impact on
the Company’s condensed consolidated financial statements, as the Company did
not enter into a business combination during the nine months ended September 30,
2009.
  Noncontrolling
Interests
  (Included
in ASC 810 “Consolidation”, previously SFAS No. 160 “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51)
  
  SFAS 160
establishes accounting and reporting standards for the noncontrolling interest
in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a
noncontrolling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements. The Company adopted SFAS 160 on January 1, 2009. As a
result, the Company has reclassified financial statement line items within the
Company’s Condensed Consolidated Balance Sheets and Statements of Income and
Comprehensive Income for the prior period to conform to this
standard.
  Interim
Disclosures about Fair Value of Financial Instruments
  (Included in ASC 825 “Financial Instruments”, previouslyFSP SFAS No.
107-1)
  This
guidance requires that the fair value disclosures required for all financial
instruments within the scope of SFAS 107, “Disclosures about Fair Value of
Financial Instruments”, be included in interim financial statements. This
guidance also requires entities to disclose the method and significant
assumptions used to estimate the fair value of financial instruments on an
interim and annual basis and to highlight any changes from prior periods. FSP
107-1 was effective for interim periods ending after September 15, 2009. The
adoption of FSP 107-1 did not have a material impact on the Company’s
Consolidated Financial Statements.
  Subsequent
Events
  (Included
in ASC 855 “Subsequent Events”, previously SFAS No. 165)
  SFAS
No.165, “Subsequent
Events” establishes accounting and disclosure requirements for subsequent
events.  SFAS 165 details the period after the balance sheet date during
which the Company should evaluate events or transactions that occur for
potential recognition or disclosure in the financial statements, the
circumstances under which the Company should recognize events or transactions
occurring after the balance sheet date in its financial statements and the
required disclosures for such events.  The Company adopted this statement
and has evaluated all subsequent events through November 9, 2009.
  FASB
Accounting Standards Codification
  (Accounting
Standards Update (“ASU”) 2009-1)
  In June
2009, the FASB approved its Accounting Standards Codification (“Codification”)
as the single source of authoritative United States accounting and reporting
standards applicable for all non-governmental entities, with the exception of
the SEC and its staff. The Codification is effective for interim or annual
financial periods ending after September 15, 2009 and impacts the Company’s
financial statements as all future references to authoritative accounting
literature will be referenced in accordance with the Codification. There have
been no changes to the content of the Company’s financial statements or
disclosures as a result of implementing the Codification during the quarter
ended September 30, 2009.
  As
a result of the Company’s implementation of the Codification during the quarter
ended September 30, 2009, previous references to new accounting standards and
literature are no longer applicable. In the current quarter financial
statements, the Company will provide reference to both new and old guidance to
assist in understanding the impact of recently adopted accounting literature,
particularly for guidance adopted since the beginning of the current fiscal year
but prior to the Codification.
  
  NOTE
3 INVENTORIES
  Inventories
at September 30, 2009 and December 31, 2008 consisted of the
following:
  2009
                          
                          
                          2008Raw
      materials
                          
                          $
                          874,029
                          
                          
                          $
                          328,607Work-in-progress
                          
                          
                          3,090,625
                          
                          
                          
                          342,303Finished
      goods
                          
                          
                          3,267,801
                          
                          
                          
                          3,064,317Total
      inventories
                          
                          $
                          7,232,455
                          
                          
                          $
                          3,735,227
  NOTE
4 BANK LOANS
  Bank
loans represent amounts due to various banks and are due on demand or normally
within one year. These loans generally can be renewed with the banks. As of
September 30, 2009 and December 31, 2008, short-term bank loans consisted of the
following:
  2009
                                            
                                            
                                            2008Bank
      loan, interest rate at 0.4455% per month,due
      December 31,2009
                                            
                                            $
                                            2,640,600Bank
      loan, interest rate at 0.4455% per month,due
      January 14, 2010
                                            
                                            
                                            1,467,000Bank
      loan, interest rate at 0.4455% per month,due
      March 11, 2010
                                            
                                            
                                            1,026,900Bank
      loan, interest rate at 0.4050% per month,
                                              due
      November 24,2009
                                            
                                            
                                            264,060Bank
      loan, interest rate at 0.60225% per month,paid
      in full, February 2009
                                            
                                            
                                            
                                            
                                            
                                            $
                                            5,809,320Bank
      loan, interest rate at 0.48825% per month,paid
      in full, April 2009
                                            
                                            
                                            
                                            
                                            
                                            
                                            733,500Total
      bank loans
                                            
                                            $
                                            5,398,560
                                            
                                            
                                            $
                                            6,542,820
  On
July 31, 2008, Goldenway entered into a two-year revolving line of credit
agreement with a PRC Bank, which allows the Company to borrow up to
approximately $7.3 million (RMB50million). These borrowings are guaranteed by
Jiangsu Ever-Glory, an entity controlled by Mr. Kang, the Company’s Chief
Executive Officer. These borrowings are also collateralized by the Company’s
property and plant. In the third quarter of 2009 the company repaid
$3.2 million and borrowed $5.1 million under this agreement. As of
September 30, 2009, $5.1 million of bank loans are under this
agreement and approximately $2.2 million was unused and available.
  
  The bank
loan for $264,060 due in November 2009 which was borrowed in the third quarter
of 2009, is specifically for the development of LA GO GO.
  On June
30, 2009, HSBC bank approved a revolving credit facility of $2.5 million to
Perfect-Dream. To date nothing has been drawn down on this line of
credit.
  On July
3, 2009, Ever-Glory Apparel entered into one-year line of credit agreement for
approximately $5.9 million (RMB40 million) with Nanjing Bank. In the third
quarter of 2009 the Company borrowed $2.2 million and repaid $2.2 million under
this agreement.
  Total
interest expense on bank loans amounted to $64,750, $245,105, $76,481 and
$220,827 for the three and nine months ended September 30,2009 and 2008,
respectively.
  Note
5 DERIVATIVE WARRANT LIABILITY
  (Included
in ASC 815 “Derivatives and Hedging”, previously SFAS 133)
  In June
2008, the FASB ratified EITF No. 07-5, Determining Whether an Instrument
(or Embedded Feature) is Indexed to an Entity’s Own Stock. Paragraph
11(a) of SFAS No. 133 specifies that a contract that would otherwise meet the
definition of a derivative but is both (a) indexed to the Company’s own stock
and (b) classified in stockholders’ equity in the statement of financial
position would not be considered a derivative financial instrument. EITF 07-5
provides a new two-step model to be applied in determining whether a financial
instrument or an embedded feature is indexed to an issuer’s own stock and thus
able to qualify for the SFAS No. 133 paragraph 11(a) scope exception. The
Company’s adoption of EITF 07-5 effective January 1, 2009, resulted in the
identification of certain warrants that were determined to require liability
classification because of certain provisions that may result in an adjustment to
their exercise price. Accordingly, these warrants were retroactively
reclassified as liabilities upon the effective date of EITF No. 07-5 as required
by the EITF. The resulting cumulative effect of the change in the
accounting principle was a decrease in paid in capital of $976,000, an increase
in retained earnings of $494,000, and the recognition of a liability of $482,000
as of January 1, 2009. The liability was then adjusted to fair value as of
September 30, 2009, resulting in an increase in the liability and a decrease in
other income of $143,000 and $725,000 for the three and nine months ended
September 30, 2009, respectively
  The
Company uses the Black-Scholes pricing model to calculate fair value of its
warrant liabilities. Key assumptions used to apply these models are as
follows:
  September 30, 2009
                        
                        
                        January 1, 2009Expected
      term
                        
                        3.68
      years
                        
                        
                        4.43
      yearsVolatility
                        
                        
                        111.24
                        %
                        
                        
                        100.20
                        %Risk-free
      interest rate
                        
                        
                        2.4
                        %
                        
                        
                        1.5
                        %Dividend
      yield
                        
                        
                        0
                        %
                        
                        
                        0
                        %
  
  NOTE
6 INCOME TAX
  Pre-tax
income (loss) for the three and nine months ended September 30 2009 and 2008 was
taxable in the following jurisdictions.
  Three months ended
                            
                            
                            Nine months endedSeptember 30,
                            
                            
                            September 30,2009
                            
                            
                            2008
                            
                            
                            2009
                            
                            
                            2008PRC
                            
                            $
                            880,545
                            
                            
                            $
                            2,312,172
                            
                            
                            $
                            4,271,595
                            
                            
                            $
                            6,695,424Others
                            
                            
                            1,179,280
                            
                            
                            
                            (1,396,454
                            )
                            
                            
                            1,129,854
                            
                            
                            
                            (2,661,213
                            )$
                            2,059,825
                            
                            
                            $
                            915,718
                            
                            
                            $
                            5,401,449
                            
                            
                            $
                            4,034,211
  The Company’s operating
subsidiaries are governed by the Income Tax Law of the PRC concerning Foreign
Investment Enterprises and Foreign Enterprises and various local income tax laws
(“the Income Tax Laws”).
  Beginning
January 1, 2008, the new Enterprise Income Tax (“EIT”) law replaced the old laws
for Domestic Enterprises (“DES”) and Foreign Invested Enterprises
(“FIEs”).
  The key
changes are:
  a.
              The new standard EIT rate of 25%
      replaces the 33% rate applicable to both DESand FIEs, except for High-Tech
      companies that pay a reduced rate of
15%;
  b.
              Companies established before
      March 16, 2007 continue to enjoy tax holiday treatment approved by local
      governments for a grace period of either the next 5 years, or until the
      tax holiday term is
      completed, whichever is
sooner.
  Below is
a summary of the income tax rate for each of our PRC subsidiaries in 2008 and
2009.
  Goldenway
                      
                      
                      New-Tailun
                      
                      
                      Catch-Luck
                      
                      
                      LA GO GO
                      
                      
                      Ever-GloryApparel2008
                      
                      
                      25.0
                      %
                      
                      
                      12.5
                      %
                      
                      
                      12.5
                      %
                      
                      
                      25.0
                      %
                      
                      
                      *2009
                      
                      
                      25.0
                      %
                      
                      
                      12.5
                      %
                      
                      
                      12.5
                      %
                      
                      
                      25.0
                      %
                      
                      
                      25.0
                      %
  *Ever-Glory
Apparel was established on January 6, 2009.
  Perfect
Dream was incorporated in the British Virgin Islands on July 1, 2004, and has
no liabilities to income tax.
  Ever-Glory
HK was incorporated in Samoa on September 15, 2009, and has no liabilities
to income tax.
  Ever-Glory
International Group Inc. was incorporated in the United States and has incurred
net operating losses for income tax purposes through September 30, 2009.
The net operating loss carry forwards for United States income taxes may be
available to reduce future years’ taxable income. These carry forwards will
expire, if not utilized, through 2029. Management believes that the realization
of the benefits from these losses appears uncertain due to our limited operating
history and continuing losses for United States income tax purposes.
Accordingly, we have provided a 100% valuation allowance on the deferred tax
asset to reduce the asset to zero.
  
  Income
tax expense was $130,479, $692,206, $273,203, and $841,850 for the three and
nine months ended September 30,2009 and 2008 respectively.
  The
following table reconciles the PRC statutory rates to the Company’s effective
tax rate for the three and nine months ended September 30, 2009 and
2008:
  Three months ended
                            
                            
                            Nine months endedSeptember 30,
                            
                            
                            September 30,2009
                            
                            
                            2008
                            
                            
                            2009
                            
                            
                            2008PRC
      Statutory Rate
                            
                            
                            25.0
                            
                            
                            
                            25.0
                            
                            
                            
                            25.0
                            
                            
                            
                            25.0Income
      tax exemption
                            
                            
                            (9.1
                            )
                            
                            
                            (13.0
                            )
                            
                            
                            (11.0
                            )
                            
                            
                            (12.0
                            )Other
                            
                            
                            (1.1
                            )
                            
                            
                            
                            
                            
                            
                            2.2Effective
      income tax rate
                            
                            
                            14.8
                            %
                            
                            
                            12.0
                            %
                            
                            
                            16.2
                            %
                            
                            
                            13.0
                            %
  Income tax expense for the
three and nine months ended September 30, 2009 and 2008 is as
follows:
  For the three months ended
                              September 30
                            
                            
                            For the nine months ended
                              September 302009
                            
                            
                            2008
                            
                            
                            2009
                            
                            
                            2008Current
                            
                            $
                            58,504
                            
                            
                            $
                            273,203
                            
                            
                            $
                            467,713
                            
                            
                            $
                            841,850Deferred
                            
                            
                            71,975
                            
                            
                            
                            -
                            
                            
                            
                            224,493
                            
                            
                            
                            -Income
      tax expense
                            
                            $
                            130,479
                            
                            
                            $
                            273,203
                            
                            
                            $
                            692,206
                            
                            
                            $
                            841,850
  
  NOTE
7 EARNINGS PER SHARE
  Earnings
per share is calculated as follows:
  For the three months ended
                                            September 30
                                          
                                          
                                          For the nine months ended
                                            September 302009
                                          
                                          
                                          2008
                                          
                                          
                                          2009
                                          
                                          
                                          2008Net
      income attributable to the Company
                                          
                                          $
                                          1,793,898
                                          
                                          
                                          $
                                          647,181
                                          
                                          
                                          $
                                          4,009,254
                                          
                                          
                                          $
                                          3,193,778Add:
      interest expense related to convertible notes
                                          
                                          
                                          
                                          
                                          
                                          
                                          756
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          2,252Subtract:
      Unamortized issuance costs and discount on convertible
    notes
                                          
                                          
                                          
                                          
                                          
                                          
                                          (44,350
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          (44,350
                                          )Adjusted
      net income for calculating EPS-diluted
                                          
                                          $
                                          1,793,898
                                          
                                          
                                          $
                                          603,587
                                          
                                          
                                          $
                                          4,009,254
                                          
                                          
                                          $
                                          3,151,680Weighted
      average number of common stock – Basic
                                          
                                          
                                          13,558,326
                                          
                                          
                                          
                                          11,914,825
                                          
                                          
                                          
                                          13,546,116
                                          
                                          
                                          
                                          11,692,604Effect
      of dilutive securities:Convertible
      notes
                                          
                                          
                                          
                                          
                                          
                                          
                                          88,083
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          22,728Weighted
      average number of common stock – Diluted
                                          
                                          
                                          13,558,326
                                          
                                          
                                          
                                          12,002,908
                                          
                                          
                                          
                                          13,546,116
                                          
                                          
                                          
                                          11,715,332Earnings
      per share - basic
                                          
                                          $
                                          0.13
                                          
                                          
                                          $
                                          0.05
                                          
                                          
                                          $
                                          0.30
                                          
                                          
                                          $
                                          0.27Earnings
      per share -diluted
                                          
                                          $
                                          0.13
                                          
                                          
                                          $
                                          0.05
                                          
                                          
                                          $
                                          0.30
                                          
                                          
                                          $
                                          0.27
  At
September 30, 2009, the Company had 913,182 warrants outstanding. For the three
and nine months ended September 30, 2009, these outstanding warrants were
excluded from the diluted earnings per share calculation as they are
anti-dilutive as the average stock price was less than the exercise price of the
warrants.  As of September 30, 2008, the Company included all shares
issuable upon conversion of the convertible notes and warrants in diluted
earnings per share.
  NOTE
8 STOCKHOLDERS’ EQUITY
  On March
13, 2009 and March 25, 2009, the Company issued 21,085 shares of common stock to
the Company’s three independent directors as compensation for their services in
the third and fourth quarters of 2008. The shares were valued at $1.05 per
share, being the average market price of the common stock for the five trading
days before the grant date.
  On April
28, 2009, the Company issued 1,153,846 shares of restricted common stock to a
related party as part of the consideration for the acquisition of
Catch-Luck.
  On July
16, 2009, the Company issued 11,742 shares of common stock to the Company’s
three independent directors as compensation for their services in the first and
second quarters of 2009. The shares were valued at $1.86 per share, being the
average market price of the common stock for the five trading days before
the grant date.


NOTE
9 RELATED PARTY TRANSACTIONS




Mr. Kang
is the Company’s Chairman and Chief Executive Officer. Ever-Glory Hong Kong is
the Company’s major shareholder. Shanghai La Chapell is the shareholder of the
Company’s subsidiary LA GO GO. All transactions associated with the
following companies controlled by Mr. Kang, Ever-Glory Hong Kong and
Shanghai La Chapell are considered to be related party transactions. All
related party outstanding balances are short-tem in nature and are expected to
be settled in cash.




Sales and
Cost of Sales to Related Parties




Sales
and cost of sales for the three and nine months ended September 30, 2009 were
from transactions with Nanjing Knitting, Jiangsu Ever-Glory and Shanghai La
Chapell.




Purchases
of raw materials and sub contractor
agreements with Related Parties




For the
three and nine months ended September 30, 2009 and 2008, the Company purchased
raw materials of $462,065, $818,214, $1,212,491, and $1,903,440, respectively,
from Nanjing Knitting.




In
addition, for the wholesale business the Company sub-contracted certain
manufacturing work to related companies totaling $270,172, $1,173,830, $471,795
and $862,443 for the three and nine months ended September 30, 2009 and 2008,
respectively. The Company provided raw materials to the sub-contractors and was
charged a fixed fee for labor provided by the sub-contractors.




Sub-contracts
with related parties included in cost of sales for the three and nine months
ended September 30, 2009 and 2008 are as follows:




Three Months Ended
                      September
      30
                    
                    
                    Nine Months Ended
                      September 302009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008Nanjing
      High-Tech Knitting & Weaving TechnologyDevelopment
      Co., Ltd
                    
                    $
                    111,654
                    
                    
                    $
                    222,203
                    
                    
                    $
                    520,598
                    
                    
                    $
                    291,122Nanjing
      Ever-Kyowa Garment Washing Co., Ltd.,
                    
                    
                    158,518
                    
                    
                    
                    249,592
                    
                    
                    
                    653,232
                    
                    
                    
                    571,321$
                    270,172
                    
                    
                    $
                    471,795
                    
                    
                    $
                    1,173,830
                    
                    
                    $
                    862,443




For its
retail business the Company purchased finished goods from a related
party, Jiangsu Ever-Glory, totaling $554 and $19,695 for the three and nine
months ended September 30, 2009.





Amounts Due
From Related Party




Jiangsu
Ever-Glory International Group Corp., (“Jiangsu Ever-Glory”) is an entity
engaged in importing/exporting, apparel-manufacture, real-estate development,
car sales and other activities. Jiangsu Ever-Glory is controlled by the
Company’s Chief Executive Officer. Because of restrictions on the Company’s
ability to directly import and export products, the Company utilizes Jiangsu
Ever-Glory as its agent, to assist the Company with its import and export
transactions and its international transportation projects. Import transactions
primarily consist of purchases of raw materials and accessories designated by
the Company’s customers for use in garment manufacture. Export transactions
consist of the Company’s sales to foreign markets such as Japan, Europe and the
United States. As the Company’s agent, Jiangsu Ever-Glory’s responsibilities
include managing customs, inspection, transportation, insurance
and collections on behalf of the Company. Jiangsu Ever-Glory also manages
transactions denominated in currencies other than the Chinese RMB at rates of
exchange agreed between the Company and Jiangsu Ever-Glory and based upon rates
of exchange quoted by the People’s Bank of China. In return for these services,
Jiangsu Ever-Glory charges the Company a fee of approximately 3% of export
sales.  For import transactions, the Company may make advance
payments, through Jiangsu Ever-Glory, for the raw material purchases, or Jiangsu
Ever-Glory may make advance payments on the Company’s behalf. For export
transactions, accounts receivable for export sales are remitted by the Company’s
customers through Jiangsu Ever-Glory, who forwards the payments to the Company.
The Company and Jiangsu Ever-Glory have agreed that balances from import and
export transactions may be offset.  Amounts due to (from) Jiangsu
Ever-Glory are typically settled within 60-90 days. Interest of 0.5% is charged
on net amounts due at each month end. Interest income for the three and
nine months ended September 30, 2009 and 2008 was $179,560, $443,051,
$37,752 and $113,216, respectively. Following is a summary of import and export
transactions for the nine months ended September 30, 2009:




Accounts
                      Receivable
                    
                    
                    Accounts
                      Payable
                    
                    
                    NetAs
      of January 1,2009
                    
                    $
                    17,938,281
                    
                    
                    $
                    6,372,707
                    
                    
                    $
                    11,565,574Sales/Purchases
                    
                    $
                    52,789,443
                    
                    
                    $
                    30,469,297Payments
      Received/Made
                    
                    $
                    53,315,655
                    
                    
                    $
                    29,905,606As
      of September 30,2009
                    
                    $
                    17,412,069
                    
                    
                    $
                    6,936,397
                    
                    
                    $
                    10,475,672


Approximately 53.8%
of the receivable balance at September 30, 2009 was settled by October 31,
2009.




Accounts Payable and Other
Payables–Related
Parties




As of
September 30, 2009 and December 31, 2008, accounts payable and other
payables due to related parties were as follows:.




2009
                    
                    
                    2008Nanjing
      High-Tech Knitting & Weaving Technology Development Co.,
      Ltd
                    
                    $
                    30,714Ever-Glory
      Enterprise HK Limited
                    
                    
                    415,323
                    
                    
                    $
                    754,589Shanghai
      La Chapelle Garment and Accessories Company Limited
                    
                    
                    293,400Total
                    
                    $
                    739,437
                    
                    
                    $
                    754,589




The
Company purchases raw materials from and subcontracts some of its production to
related parties. Accounts payable to Nanjing Knitting was $30,714 at September
30, 2009.




As of
September 30, 2009, $415,323 was due for legal and professional fees paid by
Ever-Glory Enterprise HK Limited on behalf of the Company.




As of
December 31, 2008, $200,000 was due for the purchase of Catch-Luck and $554,589
was due for legal and professional fees paid by Ever-Glory Enterprise HK
Limited on behalf of the Company.





In February,
July and August 2009, LA GO GO borrowed $293,400 (RMB 2 million) from
Shanghai La Chapelle for operations. This loan is interest free and due on
demand. Management expects to repay this loan in cash from operations within the
next twelve months.




Long-Term Liability–Related
Party




As of
September 30, 2009 and December 31, 2008 the Company owed $2,747,879 ($500,000
is due within one year) and $2,660,085, respectively to Blue Power Holdings
Limited, a company controlled by the Company’s Chief Executive Officer, Mr.
Kang. Interest is charged at 6% per annum on the amounts due. The loans are due
between September 2010 and December 2010. For the three and nine months
ended September 30, 2009 and 2008, the Company incurred interest expense of
$29,265, $87,794, $29,265, and $145,836, respectively. The accrued interest is
included in the carrying amount of the loan in the accompanying balance
sheets.




NOTE 10 CONCENTRATIONS
AND RISKS




The
Company extends unsecured credit to its customers in the normal course of
business and generally does not require collateral. As a result, management
performs ongoing credit evaluations, and the Company maintains an allowance for
potential credit losses based upon its loss history and its aging analysis.
Based on management’s assessment of the amount of probable credit losses, if
any, in existing accounts receivable, management has concluded that no allowance
for doubtful accounts is necessary at September 30, 2009 and December 31, 2008
.. Management reviews the allowance for doubtful accounts each reporting
period based on a detailed analysis of accounts receivable. In the analysis,
management primarily considers the age of the customer’s receivable and also
considers the credit worthiness of the customer, the economic conditions of
the customer’s industry, and general economic conditions and trends, among other
factors. If any of these factors change, the Company may also change its
original estimates, which could impact the level of the Company’s future
allowance for doubtful accounts.  If judgments regarding the
collect ability of accounts receivable were incorrect, adjustments to
the allowance may be required, which would reduce profitability.




For the
nine-month period ended September 30, 2009, the Company had two wholesale
customers that represented approximately 29.0% and 12.8% of the Company’s
 revenues. For the three-month period ended September 30, 2009, the Company
had two wholesale customers that represented approximately 20.9% and 23.6%
of the Company’s revenues. At September 30, 2009, approximately 4.9% and
30.7% of accounts receivable were due from these two customers. For the
nine-month period ended September 30, 2008, the Company had one customer that
represented approximately 29.4% of the Company’s revenues. For the
three-month period ended September 30, 2008, the Company had one customer that
represented approximately 25.7% of the Company’s revenues. At
September 30, 2008, approximately 2.5% of accounts receivable were due
from this customer.




During
the three and nine months ended September 30, 2009 and 2008, no vendor supplied
more than 10% of total raw materials purchases.




For the
wholesale business, during the nine months ended September 30, 2009, the Company
relied on two different manufacturers for 17.9% and 11.4% of purchased finished
goods. During the nine months ended September 30, 2008, the Company relied on
one manufacturer for 17.0% of purchased finished goods. During the three months
ended September 30, 2009, the Company relied on two manufacturers for 15.1% and
17.7% of purchased finished goods. During the three months ended September 30,
2008, the Company relied on one manufacturer for 19.0% of purchased finished
goods. No other manufacturers represented more than 10% of purchased finished
goods.




For the
retail business, during the three months ended September 30, 2009, the
Company did not rely on any manufacturer for purchased finished
goods.  During the nine months ended September 30, 2009, the Company
relied on one manufacturer for 10.0% of purchased finished
goods.





The
Company’s revenue for the three and nine months ended September 30, 2009 and
2008 were earned in the following geographic areas:




Three months ended
                      September30
                    
                    
                    Nine months ended
                      September302009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008The
      People’s republic of China
                    
                    $
                    3,874,933
                    
                    
                    $
                    3,978,707
                    
                    
                    $
                    10,002,626
                    
                    
                    $
                    8,049,002Europe
                    
                    
                    11,973,636
                    
                    
                    
                    14,924,436
                    
                    
                    
                    35,450,762
                    
                    
                    
                    42,178,290Japan
                    
                    
                    3,106,221
                    
                    
                    
                    6,925,551
                    
                    
                    
                    10,347,924
                    
                    
                    
                    12,739,050United
      States
                    
                    
                    5,981,931
                    
                    
                    
                    6,056,882
                    
                    
                    
                    10,768,725
                    
                    
                    
                    12,734,839Total
                    
                    $
                    24,936,721
                    
                    
                    $
                    31,885,576
                    
                    
                    $
                    66,570,037
                    
                    
                    $
                    75,701,181




NOTE
11 SEGMENTS




The
Company reports financial and operating information in the following two
segments:




(a)  Wholesale
segment




(b)  Retail
segment




The
Company also provides general corporate services to its segments and these costs
are reported as "corporate and others."







Wholesale
                                                        segment
                                                      
                                                      
                                                      Retail
                                                        segment
                                                      
                                                      
                                                      Corporate
                                                        and
                                                        others
                                                      
                                                      
                                                      TotalNine
      months ended September 30,2009Segment
      profit or loss:Net
      revenue from external customers
                                                      
                                                      $
                                                      59,369,406
                                                      
                                                      
                                                      $
                                                      7,188,520
                                                      
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      66,557,926Net
      revenue from related parties
                                                      
                                                      $
                                                      12,111
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      $
                                                      12,111Income
      from operations
                                                      
                                                      $
                                                      5,311,244
                                                      
                                                      
                                                      $
                                                      -67,264
                                                      
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      5,243,980Interest
      income
                                                      
                                                      $
                                                      445,117
                                                      
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      445,117Interest
      expense
                                                      
                                                      $
                                                      245,105
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      $
                                                      87,795
                                                      
                                                      
                                                      $
                                                      332,900Depreciation
      and amortization
                                                      
                                                      $
                                                      753,866
                                                      
                                                      
                                                      $
                                                      758,223
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      $
                                                      1,512,089Income
      tax expense
                                                      
                                                      $
                                                      692,206
                                                      
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      $
                                                      692,206Segment
      assets:Additions
      to property, plant and equipment
                                                      
                                                      $
                                                      76,469
                                                      
                                                      
                                                      $
                                                      907,877
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      $
                                                      984,346Total
      assets
                                                      
                                                      $
                                                      58,779,581
                                                      
                                                      
                                                      $
                                                      5,529,624
                                                      
                                                      
                                                      $
                                                      47,504,883
                                                      
                                                      
                                                      $
                                                      111,814,088Nine
      months ended September 30,2008Segment
      profit or loss:Net
      revenue from external customers
                                                      
                                                      $
                                                      73,779,891
                                                      
                                                      
                                                      $
                                                      1,411,145
                                                      
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      75,191,036Net
      revenue from related parties
                                                      
                                                      $
                                                      510,145
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      $
                                                      510,145Income
      from operations
                                                      
                                                      $
                                                      6,748,702
                                                      
                                                      
                                                      $
                                                      -7,612
                                                      
                                                      
                                                      $
                                                      -204,605
                                                      
                                                      
                                                      $
                                                      6,536,485Interest
      income
                                                      
                                                      $
                                                      117,431
                                                      
                                                      
                                                      $
                                                      4,072
                                                      
                                                      
                                                      $
                                                      113
                                                      
                                                      
                                                      $
                                                      121,616Interest
      expense
                                                      
                                                      $
                                                      220,827
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      $
                                                      2,456,719
                                                      
                                                      
                                                      $
                                                      2,677,546Depreciation
      and amortization
                                                      
                                                      $
                                                      712,737
                                                      
                                                      
                                                      $
                                                      1,709
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      $
                                                      714,446Income
      tax expense
                                                      
                                                      $
                                                      841,850
                                                      
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      $
                                                      841,850Segment
      assets:Additions
      to property, plant and equipment
                                                      
                                                      $
                                                      406,280
                                                      
                                                      
                                                      $
                                                      394,389
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      $
                                                      800,669Total
      assets
                                                      
                                                      $
                                                      44,383,899
                                                      
                                                      
                                                      $
                                                      3,086,252
                                                      
                                                      
                                                      $
                                                      40,286,454
                                                      
                                                      
                                                      $
                                                      87,756,605




The
reconciliations of segment information to the Company’s consolidated totals were
as follows:




September
                          30,2009
                        
                        
                        September
                          30,2008Revenues:Total
      reportable segments
                        
                        $
                        66,570,037
                        
                        
                        $
                        75,701,181Elimination
      of intersegment revenues
                        
                        
                        -Total
      consolidated
                        
                        $
                        66,570,037
                        
                        
                        $
                        75,701,181Income
      (loss) from operations:Total
      segments
                        
                        $
                        5,243,980
                        
                        
                        $
                        6,536,485Elimination
      of intersegment profits
                        
                        
                        -
                        
                        
                        
                        -Total
      consolidated
                        
                        $
                        5,243,980
                        
                        
                        $
                        6,536,485Total
      assets:Total
      segments
                        
                        $
                        111,814,088
                        
                        
                        $
                        87,756,605Elimination
      of intersegment receivables
                        
                        
                        (57,443,102
                        )
                        
                        
                        (43,475,696
                        )Total
      consolidated
                        
                        $
                        54,370,986
                        
                        
                        $
                        44,280,909







Wholesale
                    segment
                  
                  
                  Retail
                    segment
                  
                  
                  Corporate
                    and
                    others
                  
                  
                  TotalThree
      months ended September 30,2009Segment
      profit or loss:Net
      revenue from external customers
                  
                  $
                  22,311,223
                  
                  
                  $
                  2,622,738
                  
                  
                  $
                  -
                  
                  
                  $
                  24,933,961Net
      revenue from related parties
                  
                  $
                  2,760
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  2,760Income
      from operations
                  
                  $
                  1,992,626
                  
                  
                  $
                  -19,143
                  
                  
                  $
                  -
                  
                  
                  $
                  1,973,483Interest
      income
                  
                  $
                  180,088
                  
                  
                  $
                  -
                  
                  
                  $
                  1
                  
                  
                  $
                  180,089Interest
      expense
                  
                  $
                  64,750
                  
                  
                  $
                  -
                  
                  
                  $
                  29,266
                  
                  
                  $
                  94,016Depreciation
      and amortization
                  
                  $
                  250,528
                  
                  
                  $
                  274,420
                  
                  
                  $
                  -
                  
                  
                  $
                  524,948Income
      tax expense
                  
                  $
                  130,479
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  130,479Segment
      assets:Additions
      to property, plant and equipment
                  
                  $
                  13,526
                  
                  
                  $
                  847,941
                  
                  
                  $
                  -
                  
                  
                  $
                  861,467Total
      assets
                  
                  $
                  58,779,581
                  
                  
                  $
                  5,529,624
                  
                  
                  $
                  47,504,883
                  
                  
                  $
                  111,814,088Three
      months ended September 30,2008Segment
      profit or loss:Net
      revenue from external customers
                  
                  $
                  30,829,847
                  
                  
                  $
                  1,038,147
                  
                  
                  $
                  -
                  
                  
                  $
                  31,867,994Net
      revenue from related parties
                  
                  $
                  17,582
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  17,582Income
      from operations
                  
                  $
                  2,363,116
                  
                  
                  $
                  -16,070
                  
                  
                  $
                  -4,359
                  
                  
                  $
                  2,342,687Interest
      income
                  
                  $
                  39,336
                  
                  
                  $
                  1,698
                  
                  
                  $
                  18
                  
                  
                  $
                  41,052Interest
      expense
                  
                  $
                  76,481
                  
                  
                  $
                  -
                  
                  
                  $
                  1,392,111
                  
                  
                  $
                  1,468,592Depreciation
      and amortization
                  
                  $
                  331,498
                  
                  
                  $
                  1,268
                  
                  
                  $
                  -
                  
                  
                  $
                  332,766Income
      tax expense
                  
                  $
                  275,911
                  
                  
                  $
                  -2,708
                  
                  
                  $
                  -
                  
                  
                  $
                  273,203Segment
      assets:Additions
      to property, plant and equipment
                  
                  $
                  73,332
                  
                  
                  $
                  369,642
                  
                  
                  $
                  -
                  
                  
                  $
                  442,974Total
      assets
                  
                  $
                  44,383,899
                  
                  
                  $
                  3,086,252
                  
                  
                  $
                  40,286,454
                  
                  
                  $
                  87,756,605





The
reconciliations of segment information to the Company’s consolidated totals were
as follows:




September
                        30,2009
                      
                      
                      September
                        30,2008Revenues:Total
      reportable segments
                      
                      $
                      24,936,721
                      
                      
                      $
                      31,885,576Elimination
      of intersegment revenues
                      
                      
                      -
                      
                      
                      
                      -Total
      consolidated
                      
                      $
                      24,936,721
                      
                      
                      $
                      31,885,576Income
      (loss) from operations:Total
      segments
                      
                      $
                      1,973,483
                      
                      
                      $
                      2,342,687Elimination
      of intersegment profits
                      
                      
                      -
                      
                      
                      
                      -Total
      consolidated
                      
                      $
                      1,973,483
                      
                      
                      $
                      2,342,687Total
      assets:Total
      segments
                      
                      $
                      111,814,088
                      
                      
                      $
                      87,756,605Elimination
      of intersegment receivables
                      
                      
                      (57,443,102
                      )
                      
                      
                      (43,475,696
                      )Total
      consolidated
                      
                      $
                      54,370,986
                      
                      
                      $
                      44,280,909





ITEM
      2.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS




Summary
of Critical Accounting Policies




New
accounting policy




On
January 1, 2009, the Company adopted the provisions of Emerging Issues Task
Force (“EITF”) 07-05, Determining whether an Instrument
(or Embedded Feature) Is Indexed to an Entity’s Own Stock, which provides
guidance on determining what types of instruments or embedded features in an
instrument held by a reporting entity can be considered indexed to its own stock
for the purpose of evaluating the first criteria of the scope exception in
paragraph 11(a) of SFAS 133.  Upon the adoption of EITF 07-05, the
Company reclassified certain warrants that were previously classified equity to
a derivative liability. On January 1, 2009, we adopted the following additional
critical accounting policy as a result of a newly-adopted accounting
standard:




Derivative
warrant liability




SFAS 133,
as amended, requires all derivatives to be recorded on the balance sheet at fair
value.  As a result, beginning January 1, 2009, certain derivative
warrant liabilities are now separately valued and accounted for on our balance
sheet, with any changes in fair value recorded in earnings.




We
utilize the Black-Scholes option-pricing model to estimate fair value.  Key
assumptions of the Black-Scholes option-pricing model include the market price
of the Company’s stock, applicable volatility rates, risk-free interest rates
and the instrument’s remaining term.  These assumptions require significant
management judgment.  In addition, changes in any of these variables
during a period can result in material changes in the fair value (and resultant
gains or losses) of this derivative instrument.










Results of
Operations




Results
of Operations for the three months ended September 30, 2009 as compared with the
three months ended September 30, 2008.




The
following table summarizes our results of operations for the three months ended
September 30, 2009 and 2008. The table and the discussion below should be read
in conjunction with the condensed consolidated financial statements and the
notes thereto appearing elsewhere in this report.




Three months ended September
    302009
                        
                        
                        2008(in
      U.S. Dollars, except for percentages)Sales
                        
                        $
                        24,936,721
                        
                        
                        
                        100.0
                        %
                        
                        $
                        31,885,576
                        
                        
                        
                        100.0
                        %Gross
      Profit
                        
                        
                        4,633,705
                        
                        
                        
                        18.6
                        
                        
                        
                        4,590,371
                        
                        
                        
                        14.4Operating
      Expenses
                        
                        
                        2,660,222
                        
                        
                        
                        10.7
                        
                        
                        
                        2,247,684
                        
                        
                        
                        7.0Income
      From Operations
                        
                        
                        1,973,483
                        
                        
                        
                        7.9
                        
                        
                        
                        2,342,687
                        
                        
                        
                        7.3Other
      Income (Expenses)
                        
                        (56,658)
                        
                        
                        
                        (0.2
                        )
                        
                        
                        (1,426,969
                        )
                        
                        
                        (4.5
                        )Income
      Tax Expense
                        
                        
                        130,479
                        
                        
                        
                        0.5
                        
                        
                        
                        273,203
                        
                        
                        
                        0.9Net
      Income
                        
                        $
                        1,786,346
                        
                        
                        
                        7.2
                        %
                        
                        $
                        642,515
                        
                        
                        
                        2.0
                        %




Change
of fair value of derivative liability




Change of
fair value of derivative liability was $0.14 million for the three months ended
September 30, 2009  which reflects a reduction in the market value of
certain outstanding warrants.
See  “Derivative  Warrant  Liability” in Note 5 to
the Condensed Consolidated Financial Statements in this report.




Net
Income




Net
income was $1.8 million for the three months ended September 30, 2009
an increase of 178.0% compared to the three months ended September 30,
2008. Our diluted earnings per share were $0.13 and $0.05 for the three months
ended September 30, 2009 and 2008, respectively.




Results
of Operations for the nine months ended September 30, 2009 as compared with the
nine months ended September 30, 2008.




The
following table summarizes our results of operations for the nine months ended
September 30, 2009 and 2008. The table and the discussion below should be read
in conjunction with the condensed consolidated financial statements and the
notes thereto appearing elsewhere in this report.







Nine months ended September
    302009
                      
                      
                      2008(in
      U.S. Dollars, except for percentages)Sales
                      
                      $
                      66,570,037
                      
                      
                      
                      100.0
                      %
                      
                      $
                      75,701,181
                      
                      
                      
                      100.0
                      %Gross
      Profit
                      
                      
                      13,855,421
                      
                      
                      
                      20.8
                      
                      
                      
                      12,665,244
                      
                      
                      
                      16.7Operating
      Expenses
                      
                      
                      8,611,441
                      
                      
                      
                      12.9
                      
                      
                      
                      6,128,759
                      
                      
                      
                      8.1Income
      From Operations
                      
                      
                      5,243,980
                      
                      
                      
                      7.9
                      
                      
                      
                      6,536,485
                      
                      
                      
                      8.6Other
      Income(Expenses)
                      
                      
                      (567,531
                      )
                      
                      
                      (0.9
                      )
                      
                      
                      (2,502,274
                      )
                      
                      
                      (3.3
                      )Income
      Tax Expense
                      
                      
                      692,206
                      
                      
                      
                      1.0
                      
                      
                      
                      841,850
                      
                      
                      
                      1.1Net
      Income
                      
                      $
                      3,984,243
                      
                      
                      
                      6.0
                      %
                      
                      $
                      3,192,361
                      
                      
                      
                      4.2
                      %




Change
of fair value of derivative liability




Change of
fair value of derivative liability was $0.73 million for the nine months ended
September 30, 2009 which reflects a reduction in the market value of certain
outstanding warrants.
See  “Derivative  Warrant  Liability” in Note 5 to
the Condensed Consolidated Financial Statements in this report.




ITEM
4. CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





We
maintain disclosure controls and procedures (as such term is defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the “Exchange
Act”))
that are designed to ensure that information required to be disclosed in our
reports under Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC’s rules and forms, and that such
information is accumulated and communicated to our management, including our
chief executive officer and chief financial officer, as appropriate, to allow
timely decisions regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
necessarily is required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.





As
of September 30, 2009, the end of the fiscal quarter covered by this report, we
carried out an evaluation, under the supervision and with the participation of
our management, including our chief executive officer and our chief financial
officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. Because of the restatement of our September 30,2009
financial statements, our chief executive officer and chief financial officer
concluded that our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act) were not operating effectively
as of September 30,2009. The Company intends to engage outside experts to
provide counsel and guidance in areas where it cannot economically maintain the
required expertise internally (e.g., with the appropriate classifications and
treatments of complex and non-routine transactions).





Changes
in Internal Control over Financial Reporting





There
were no changes in our internal control over financial reporting (as defined in
Rule 13a-15(f) of the Securities Exchange Act of 1934) during the quarter ended
September 30, 2009 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.





ITEM 6. 
EXHIBITS





The
following exhibits are filed herewith:




Exhibit No.
              
              Description31.1
              
              Certifications
      pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act
      of 1934, as amended, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
              
              Certifications
      pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act
      of 1934, as amended, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1
              
              Certifications
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.32.2
              
              Certifications
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of
2002.




SIGNATURES





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




EVER-GLORY
      INTERNATIONAL GROUP, INC.January
      28, 2010
                By:
                /s/ Edward Yihua KangEdward
      Yihua KangChief
      Executive Officer(Principal
      Executive Officer)




By:
                /s/ Yan GuoYan
      GuoChief
      Financial Officer(Principal
      Financial and Accounting
Officer)