UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549







Amendment
No. 1 to


FORM
10-Q





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





For
the quarterly period ended June 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______.





WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION


(Exact
name of registrant as specified in Charter)




TEXAS
                  
                  333-142908
                  
                  20-5933927(State
      or other jurisdiction of
                    incorporation
      or organization)
                  
                  (Commission
      File No.)
                  
                  (IRS
      Employee Identification
No.)





305
Zhongshan Road, Shahekou District, Dalian, The People’s Republic of China
116021


(Address
of Principal Executive Offices)







86-411-39660000


(Issuer
Telephone number)




(Former
Name or Former Address if Changed Since Last Report)





Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer was required to file such reports), and (2)has been
subject to such filing requirements for the past 90 days. Yes x     Noo





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  Yes oNo o





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




Large
      Accelerated Filer o
            Accelerated
      Filer o
            Non-Accelerated
      Filer o
            Smaller
      Reporting Company x





Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act. Yes o     No x





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of August 14, 2009:  130,000,000 shares of common
stock.








TABLE
OF CONTENTS





PART
      I FINANCIAL INFORMATIONITEM
      1.
              FINANCIAL
      STATEMENTS
              3ITEM
      2.
              MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
              4ITEM
      3.
              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
              17ITEM
      4T.
              CONTROLS
      AND PROCEDURES
              17PART
      II OTHER INFORMATIONITEM
      1.
              LEGAL
      PROCEEDINGS
              19ITEM
      1A.
              RISK
      FACTORS
              19ITEM
      2.
              UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
              19ITEM
      3.
              DEFAULTS
      UPON SENIOR SECURITIES
              19ITEM
      4.
              SUBMISSION
      OF MATTERS TO A VOTE OF SECURITYHOLDERS
              19ITEM
      5.
              OTHER
      INFORMATION
              19ITEM
      6.
              EXHIBITS
              19SIGNATURES
              24




- 2 -




PART
I


FINANCIAL
INFORMATION





ITEM
1. FINANCIAL STATEMENTS





WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION


(FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES





FINANCIAL
STATEMENTS


TABLE
OF CONTENTS





PageCONDENSED
      CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2009 (UNAUDITED) AND DECEMBER
      31, 2008
                
                F-1CONDENSED
      CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
      FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2009 AND 2008
      (UNAUDITED)
                
                F-3CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30,
      2009 AND 2008 (UNAUDITED)
                
                F-5NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX
      MONTHS ENDED JUNE 30, 2009 AND 2008 (UNAUDITED)
                
                F-7




- 3 -


WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 CONDENSED CONSOLIDATED
BALANCE SHEETS
 
 ASSETS
 
 June 30, 2009
                        
                        
                        December 31, 2008(Unaudited)CURRENT
      ASSETSCash
      and cash equivalents
                        
                        $
                        2,449,894
                        
                        
                        $
                        8,233,588Accounts
      receivable
                        
                        
                        2,016,885
                        
                        
                        
                        1,719,599Inventories
                        
                        
                        1,895,329
                        
                        
                        
                        2,560,644Prepayments
                        
                        
                        801,679
                        
                        
                        
                        766,236Other
      receivables and other assets
                        
                        
                        816,675
                        
                        
                        
                        56,902Deferred
      taxes
                        
                        
                        4,642
                        
                        
                        
                        5,427Due
      from related parties
                        
                        
                        2,676,683
                        
                        
                        
                        760,256Total current
    assets
                        
                        
                        10,661,787
                        
                        
                        
                        14,102,652Vessels,
      net
                        
                        
                        24,788,592
                        
                        
                        
                        26,411,907Fixed
      assets, net
                        
                        
                        193,919
                        
                        
                        
                        236,194Deposit
      for vessel
                        
                        
                        2,070,000
                        
                        
                        
                        -Deferred
      dry dock fees, net
                        
                        
                        10,566,743
                        
                        
                        
                        11,034,686Other
      intangible assets
                        
                        
                        3,653
                        
                        
                        
                        3,647Total long-term
      assets
                        
                        
                        37,622,907
                        
                        
                        
                        37,686,434TOTAL
      ASSETS
                        
                        $
                        48,284,694
                        
                        
                        $
                        51,789,086
 
 See
accompanying notes to the condensed consolidated financial
statements.
 
 F-1
 
 WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED BALANCE SHEETS
 
 LIABILITIES AND
SHAREHOLDERS’ EQUITY
 
 June 30, 2009
                        
                        
                        December 31, 2008(Unaudited)CURRENT
      LIABILITIESAccounts
      payable
                        
                        $
                        5,894,375
                        
                        
                        $
                        5,125,527Current
      portion of long-term bank loans
                        
                        
                        2,811,672
                        
                        
                        
                        2,811,672Current
      portion of long-term notes payable
                        
                        
                        90,135
                        
                        
                        
                        273,469Advances
      from customers
                        
                        
                        866,498
                        
                        
                        
                        629,594Accrued
      expenses
                        
                        
                        945,703
                        
                        
                        
                        1,172,472Due
      to related parties
                        
                        
                        1,886,904
                        
                        
                        
                        768,586Taxes
      payable
                        
                        
                        -
                        
                        
                        
                        9,707Deferred
      revenue
                        
                        
                        120,527
                        
                        
                        
                        97,506Other
      current liabilities
                        
                        
                        1,903,932
                        
                        
                        
                        1,536,850Total
      current liabilities
                        
                        
                        14,519,746
                        
                        
                        
                        12,425,383LONG-TERM
      LIABILITIESLong-term
      portion of bank loans
                        
                        
                        3,921,926
                        
                        
                        
                        5,327,762Long-term
      portion of notes payable
                        
                        
                        2,958,450
                        
                        
                        
                        2,954,393Deferred
      taxes
                        
                        
                        10,032
                        
                        
                        
                        5,231Total
      long-term liabilities
                        
                        
                        6,890,408
                        
                        
                        
                        8,287,386TOTAL
      LIABILITIES
                        
                        
                        21,410,154
                        
                        
                        
                        20,712,769COMMITMENTS
      AND CONTINGENCIESSHAREHOLDERS’
      EQUITYCommon
      stock, $0.001 per share; 200,000,000 shares authorized, 130,000,000 shares
      issued and outstanding at June 30, 2009 and December 31, 2008,
      respectively
                        
                        
                        130,000
                        
                        
                        
                        130,000Additional
      paid-in capital
                        
                        
                        3,322,966
                        
                        
                        
                        3,322,966Accumulated
      other comprehensive income
                        
                        
                        713,014
                        
                        
                        
                        758,511Retained
      earnings
                        
                        
                        22,708,560
                        
                        
                        
                        26,864,840Total
      Shareholders’ Equity
                        
                        
                        26,874,540
                        
                        
                        
                        31,076,317TOTAL
      LIABILITIES AND SHAREHOLDERS’ EQUITY
                        
                        $
                        48,284,694
                        
                        
                        $
                        51,789,086
 
 See
accompanying notes to the condensed consolidated financial
statements.
 
 F-2
 
 WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED STATEMENTS OF
 INCOME (LOSS) AND
COMPREHENSIVE INCOME (LOSS)
 (UNAUDITED)
 
 Three Months Ended June 30,
                  
                  
                  Six Months Ended June 30,2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008REVENUES
                  
                  $
                  11,936,089
                  
                  
                  $
                  24,961,972
                  
                  
                  $
                  24,870,034
                  
                  
                  $
                  52,320,398COSTS
      AND EXPENSESVessel
      operating expenses
                  
                  
                  9,843,113
                  
                  
                  
                  13,375,442
                  
                  
                  
                  21,543,075
                  
                  
                  
                  29,772,896Service
      costs
                  
                  
                  714,473
                  
                  
                  
                  1,502,819
                  
                  
                  
                  1,982,960
                  
                  
                  
                  2,649,874Depreciation
      and amortization
                  
                  
                  1,794,742
                  
                  
                  
                  1,792,203
                  
                  
                  
                  3,800,278
                  
                  
                  
                  3,528,625General
      and administrative expenses
                  
                  
                  634,857
                  
                  
                  
                  721,063
                  
                  
                  
                  1,345,055
                  
                  
                  
                  1,443,336Selling
      expenses
                  
                  
                  72,048
                  
                  
                  
                  -
                  
                  
                  
                  164,158
                  
                  
                  
                  -TOTAL
      COSTS AND EXPENSES
                  
                  
                  13,059,233
                  
                  
                  
                  17,391,527
                  
                  
                  
                  28,835,526
                  
                  
                  
                  37,394,731OTHER
      INCOME (EXPENSES)Interest
      expense, net
                  
                  
                  (43,478
                  )
                  
                  
                  (160,523
                  )
                  
                  
                  (91,726
                  )
                  
                  
                  (361,360
                  )Other
      income (expense), net
                  
                  
                  92,433
                  
                  
                  
                  (49,013
                  )
                  
                  
                  (92,509
                  )
                  
                  
                  (352,200
                  )(LOSS)
      INCOME FROM OPERATIONS BEFORE INCOME TAXES
                  
                  
                  (1,074,189
                  )
                  
                  
                  7,360,909
                  
                  
                  
                  (4,149,727
                  )
                  
                  
                  14,212,107INCOME
      TAX EXPENSE
                  
                  
                  (5,234
                  )
                  
                  
                  (136,343
                  )
                  
                  
                  (6,553
                  )
                  
                  
                  (124,002
                  )NET
      (LOSS) INCOME
                  
                  
                  (1,079,423
                  )
                  
                  
                  7,224,566
                  
                  
                  
                  (4,156,280
                  )
                  
                  
                  14,088,105OTHER
      COMPREHENSIVE INCOMEForeign
      currency translation gain (loss)
                  
                  
                  492
                  
                  
                  
                  126,511
                  
                  
                  
                  (45,497
                  )
                  
                  
                  308,045COMPREHENSIVE
      (LOSS) INCOME
                  
                  $
                  (1,078,931
                  )
                  
                  $
                  7,351,077
                  
                  
                  $
                  (4,201,777
                  )
                  
                  $
                  14,396,150
 
 See
accompanying notes to the condensed consolidated financial
statements.
 
 F-3
 
 WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED STATEMENTS OF
 INCOME (LOSS) AND
COMPREHENSIVE INCOME (LOSS)
 (UNAUDITED
 
 Three
      Months Ended June 30,
                  
                  
                  Six
      Months Ended June 30,2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008Weighted
      average shares outstanding-
      Basic
                  
                  
                  130,000,000
                  
                  
                  
                  106,925,000
                  
                  
                  
                  130,000,000
                  
                  
                  
                  106,925,000-
      Diluted
                  
                  
                  130,000,000
                  
                  
                  
                  106,925,000
                  
                  
                  
                  130,000,000
                  
                  
                  
                  106,925,000Net
      (loss) income per share-
      Basic
                  
                  $
                  (0.01
                  )
                  
                  $
                  0.07
                  
                  
                  $
                  (0.03
                  )
                  
                  $
                  0.13-
      Diluted
                  
                  $
                  (0.01
                  )
                  
                  $
                  0.07
                  
                  
                  $
                  (0.03
                  )
                  
                  $
                  0.13
   
 F-4
 
 WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 
 Six Months Ended June 30,2009
                        
                        
                        2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      (loss) income
                        
                        $
                        (4,156,280
                        )
                        
                        $
                        14,088,105Adjustments
      to reconcile net (loss) income to net cash (used in) provided by operating
      activities:Depreciation
                        
                        
                        1,670,419
                        
                        
                        
                        1,845,662Amortization
      of deferred dry dock fees
                        
                        
                        2,129,859
                        
                        
                        
                        1,682,963Discount
      on long-term notes payable
                        
                        
                        7,876
                        
                        
                        
                        26,156Amortization
      of capital lease obligations
                        
                        
                        -
                        
                        
                        
                        48,465Deferred
      taxes
                        
                        
                        5,582
                        
                        
                        
                        121,461Changes
      in operating assets and liabilities:(Increase)
      Decrease In:Accounts
      receivable
                        
                        
                        (297,286
                        )
                        
                        
                        (92,223
                        )Inventories
                        
                        
                        665,314
                        
                        
                        
                        (602,461
                        )Prepayments
                        
                        
                        (35,443
                        )
                        
                        
                        2,072,324Other
      receivables and other assets
                        
                        
                        (760,170
                        )
                        
                        
                        543,280Deferred
      revenue
                        
                        
                        23,022
                        
                        
                        
                        -Deferred
      dry dock fees
                        
                        
                        (1,661,917
                        )
                        
                        
                        -Increase
      (Decrease) In:Accounts
      payable
                        
                        
                        768,848
                        
                        
                        
                        (732,843
                        )Advance
      from customers
                        
                        
                        236,903
                        
                        
                        
                        (1,501,202
                        )Accrued
      expenses
                        
                        
                        (226,769
                        )
                        
                        
                        262,282Taxes
      payable
                        
                        
                        (9,707
                        )
                        
                        
                        (42,153
                        )Other
      current liabilities
                        
                        
                        367,086
                        
                        
                        
                        608,481Net
      cash (used in) provided by operating activities
                        
                        
                        (1,272,663
                        )
                        
                        
                        18,328,297CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchases
      of fixed assets
                        
                        
                        (513
                        )
                        
                        
                        (75,500
                        )Deposit
      for vessel
                        
                        
                        (2,070,000
                        )
                        
                        
                        -Net
      cash used in investing activities
                        
                        
                        (2,070,513
                        )
                        
                        
                        (75,500
                        )CASH
      FLOWS FROM FINANCING ACTIVITIES:Repayments
      of long-term loans
                        
                        
                        (1,405,836
                        )
                        
                        
                        (1,405,836
                        )Repayments
      of  long-term notes payable
                        
                        
                        (191,209
                        )
                        
                        
                        (473,310
                        )Repayments
      of capital lease obligations
                        
                        
                        -
                        
                        
                        
                        (978,200
                        )(Repayments
      to)/proceeds from related parties
                        
                        
                        (1,916,029
                        )
                        
                        
                        41,049,129Advances
      from/(to) related parties
                        
                        
                        1,118,318
                        
                        
                        
                        (2,472,081
                        )Payment
      of dividends
                        
                        
                        -
                        
                        
                        
                        (48,213,871
                        )Net
      cash used in financing activities
                        
                        
                        (2,394,756
                        )
                        
                        
                        (12,494,169
                        )
 
 See
accompanying notes to the condensed consolidated financial
statements.
 
 F-5
 
 WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 
 Six Months Ended June 30,2009
                      
                      
                      2008NET
      (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
                      
                      
                      (5,737,932
                      )
                      
                      
                      5,758,628Effect
      of exchange rate changes on cash
                      
                      
                      (45,762
                      )
                      
                      
                      340,235Cash
      and cash equivalents at beginning of period
                      
                      
                      8,233,588
                      
                      
                      
                      2,673,258CASH AND CASH EQUIVALENTS AT END OF
      YEAR
                      
                      $
                      2,449,894
                      
                      
                      $
                      8,772,121SUPPLEMENTARY CASH FLOW
      INFORMATION:Interest
      paid
                      
                      $
                      91,726
                      
                      
                      $
                      28,666Income
      taxes paid
                      
                      $
                      7,420
                      
                      
                      $
                      55,133
 
 F-6
 
 WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED JUNE 30, 2009 AND 2008
 (UNAUDITED)
 
 1.
                ORGANIZATION
      AND PRINCIPAL ACTIVITIES
 
 Winland
Online Shipping Holdings Co. (Formerly Trip Tech, Inc.) was incorporated under
the laws of Texas on November 17, 2006. On September 23, 2008, Trip Tech, Inc.
changed its name to Winland Online Shipping Holdings Corporation
(“WLOL”).
 
 On August
12, 2008, Trip Tech, Inc. (“Trip Tech”) entered into a share exchange agreement
with SkyAce Group Limited (“SkyAce”) and Pioneer Creation Holdings Limited
(“PCH”). PCH is the sole shareholder of SkyAce. As a result of the share
exchange, Trip Tech acquired all of the issued and outstanding securities of
SkyAce from PCH in exchange for 76,925,000 newly-issued shares of Trip Tech’s
common stock, par value $0.001 per share and 1,000,000 shares of Series A
Preferred Stock, which such Preferred Shares would be converted into 30,000,000
shares of Common upon Trip Tech amending its Articles of Incorporation to
sufficiently increase the number of authorized shares of Common Stock in order
to effect such issuance. SkyAce became a wholly-owned subsidiary of WLOL. At the
time of the merger, WLOL had 23,075,000 shares of common stock. On September 23,
2008, the authorized shares were increased to 200,000,000 shares. On Octobers
23, 2008, 1,000,000 shares of preferred stock, par value of $0.001 were
converted into 30,000,000 shares of common stock. As a result, the total
outstanding shares of common stock increased to 130,000,000, and PCH owned
82.25% of the voting capital stock of WLOL.
 
 The
exchange transaction was accounted for as a reverse acquisition in accordance
with Statement of Financial Accounting Standards (“SFAS”) No.
141. “Business Combinations”. The acquisition was accounted for as the
recapitalization of SkyAce. Accordingly, the condensed consolidated and combined
statements of income include the results of operations of SkyAce from
January 1, 2008, and the results of operations of WLOL from the acquisition date
through June 30, 2009.
 
 SkyAce
declared a dividend of $48,213,871 to its shareholders on December 31, 2007 and
paid it on March 31, 2008.
 
 WLOL and
subsidiaries (the “Company”) is mainly engaged in a comprehensive range of
online and off-line international shipping services such as dry bulk shipping,
chartering, shipping agency, and international logistics.
 
 2.
              LIQUIDITY
  The
Company incurred a net loss of $4,156,280, and cash used in operations was
$1,272,663 for the six months ended June 30, 2009. The Company also had a
working capital deficit of $3,857,959 at June 30, 2009. This was principally due
to the Company using cash to pay a deposit for a new vessel, long-term loans and
amounts due to related parties. To improve liquidity, the Company changed the
registrations of the flags of two of its vessels. With new registrations, the
Company believes dry dock fees will continue to decrease while such vessels keep
meeting the standards of certification and inspection. The Company has in place
a short-term credit line from Shanghai Pudong Development Bank for $1,168,770 on
April 21, 2009 (See Note 8) to increase its cash
resources.  Subsequent to June 30, 2009, the Company obtained a
long-term loan from Mitsubishi UFJ Lease & Finance Company Limited to
purchase a new vessel. See Notes 11 and 15.
 
 F-7
 
 WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED JUNE 30, 2009 AND 2008
 (UNAUDITED)
 
 3.
                SUMMARY
      OF SIGNIFICANT ACCOUNTING
POLICIES
 
 (a)  Basis
of Presentation
 
 The
unaudited condensed consolidated financial statements of Winland Online Shipping
Holdings Corporation have been prepared in accordance with U.S. generally
accepted accounting principles for interim financial information and pursuant to
the requirements for reporting on Form 10-Q, Accordingly, they do not include
all the information and footnotes required by accounting principles generally
accepted in the United States of America for annual financial statements.
However, the information included in these interim financial statements reflects
all adjustments (consisting solely of normal recurring adjustments) which are,
in the opinion of management, necessary for the fair presentation of the
consolidated financial position and the consolidated results of operations.
Results shown for interim periods are not necessarily indicative of the results
to be obtained for a full year. The condensed consolidated balance sheet
information as of December 31, 2008 was derived from the audited consolidated
financial statements included in the Company’s Annual Report on Form 10-K. These
interim financial statements should be read in conjunction with that
report.
 
 (b) 
Principles of Consolidation
 
 The
consolidated financial statements include the accounts of WLOL and its
subsidiaries and variable interest entities (“VIEs”) (the “Company”) as
follows:
 
 I.
Subsidiaries and Holding Companies:
 
 a)
              SkyAce
      is wholly-owned subsidiary of WLOL and incorporated under the law of
      British Virgin islands (“BVI”).
 
 b)
              Plentimillion
      Group Limited (“PGL”) is a wholly-owned subsidiary of SkyAce and
      incorporated in BVI.
 
 c)
              Best
      Summit Enterprise Limited (“BSL”) is a wholly-owned subsidiary
      of SkyAce and incorporated in
BVI.
 
 d)
              Hong
      Kong Wallis Development Limited (“Wallis”) is registered in Hong Kong and
      is a wholly-owned subsidiary of
BSL.
 
 e)
              Beijing
      Huate Xingye Technology Limited (“Huate”) was registered in the People’s
      Republic of China (“PRC”) on March 18, 2008 and is a wholly-owned
      subsidiary of Wallis.
 
 II.
Subsidiaries of PGL - Businesses in transportation and chartering:
 
 f)
              Winland
      Shipping Co., Limited, is registered in Hong
  Kong.
 
 g)
              Win
      Star Shipping Co., Limited, is incorporated and registered in St. Vincent
      and the Grenadines (“S.V.G.”).
 
 h)
              Bodar
      Shipping Co., Limited, is incorporated and registered in
      S.V.G.
 
 i)
              Winland
      Dalian Shipping S.A. is incorporated in Panama and registered in Hong
      Kong,
 
 j)
              Treasure
      Way Shipping Limited is incorporated and registered in Hong
      Kong.
 
 k)
              Win
      Eagle Shipping Co., Limited, is incorporated and registered in Valletta,
      Malta.
 
 l)
              Win
      Ever Shipping Co., Limited, is incorporated and registered in Valletta,
      Malta.
 
 m)
              Win
      Bright Shipping Co., Limited, is incorporated and registered in Valletta,
      Malta.
 
 F-8
 
 WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED JUNE 30, 2009 AND 2008
 (UNAUDITED)
 
 3.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
 
 (b) 
Principles of Consolidation (Continued)
 
 n)
              Kinki
      International Industrial Limited is registered in Hong Kong, managing
      chartering business of vessels.
 
 o)
              Bestline
      Shipping Limited is registered in Hong Kong, managing chartering business
      of vessels.
 
 p)
              Lancrusier
      Development Co., Limited is registered in Hong Kong, management and
      accounting of the above companies.
 
 q)
              Win
      Glory S.A. is incorporated in Panama, registered in Hong
    Kong.
 
 r)
              Win
      Grace Shipping Co., Limited is incorporated and registered in
      Malta.
 
 s)
              Win
      Hope Shipping Co., Limited is incorporated and registered in
      Malta.
 
 t)
              Win
      Moony Shipping Co., Limited is incorporated and registered in
      Malta.
 
 u)
              Bodar
      Shipping S.A. is incorporated and registered in
  Panama.
 
 v)
                Win
      Moony Shipping S.A. is incorporated and registered in
    Panama.
 
 w)
              Bao
      Shun Shipping S.A. is incorporated and registered in
    Panama.
 
 III. VIEs
- Businesses in Shipping Agency, Freight Forwarding and Online
Services:
 
 To comply
with the People’s Republic of China (“PRC”) laws and regulations, the Company
provides substantially all its shipping agency and freight forwarding services
and online services in China via its VIEs. These VIEs are wholly-owned by
certain related parties or directors of the Company.
 
 The
following is a summary of the VIEs of the Company:
 
 w)
                Dalian
      Winland International Shipping Agency Co. Ltd. (“DWIS”) is incorporated
      under the laws of the PRC. The principal activity of DWIS is shipping
      agency services.
 
 x)
                Dalian
      Winland International Logistic Co. Ltd. (“DWIL”) is incorporated under the
      laws of PRC. The principal activity of DWIL is freight forwarding
      services.
 
 y)
              Dalian
      Shipping Online Network Co. Ltd. (“DSON” or “Shipping
      Online”) is
      incorporated under the laws of PRC. The principal activities of DSON are
      providing online service for the
members.
 
 On March
31, 2008, the Company entered into exclusive technical service agreements with
DWIS, DWIL and DSON under which the Company provides technical and other
services to DWIS, DWIL and DSON in exchange for substantially all net income of
DWIS, DWIL and DSON. All voting rights of DWIS, DWIL and DSON are assigned to
the Company, and the Company has the right to appoint all directors and senior
management personnel of DWIS, DWIL and DSON. In addition, shareholders of DWIS,
DWIL and DSON have pledged their equity interests in DWIS, DWIL and DSON as
collateral to the Company for the non-payment of the fees for technical and
other services due to the Company.
 
 F-9
 
 WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED JUNE 30, 2009 AND 2008
 (UNAUDITED)
 
 3.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
 
 (b) 
Principles of Consolidation (Continued)
 
 The
Company applied the provision of Financial Accounting Standards Board (“FASB”)
Interpretation No. 46R statement. “Consolidation of Variable Interest Entities”
(“FIN 46R”), a variable interest entity (“VIE”) to be consolidated by a company
if that company is subject to a majority of the risk of loss for the VIEs or is
entitled to receive a majority of  the VIEs’ residual returns. As a
result, DWIS, DWIL and DSON became the Company’s VIEs since January 1,
2008.
 
 The
Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 141
statement, which requires the consolidated financial statements for the periods
ended June 30, 2009 and 2008 be presented as though the transfer of net assets
or exchange of VIEs’ interests had occurred at the beginning of the period.
Financial statements of all VIEs have been included in the Company’s
consolidated financial statements as of June 30, 2009 and December 31, 2008 and
for the three and six months ended June 30, 2009 and 2008.
 
 Inter-company
accounts and transactions have been eliminated in consolidation.
 
 (c) 
Concentrations
 
 The
Company’s major customers who accounted for the following percentages of total
revenue and accounts receivable are as follows:
 
 Sales
                    
                    
                    Accounts ReceivableMajor
                      Customers
                    
                    For The Six Months
                      Ended June 30, 2009
                    
                    
                    For The Six Months
                      Ended June 30, 2008
                    
                    
                    June 30,
                      2009
                    
                    
                    December 31,
                      2008(Unaudited)
                    
                    
                    (Unaudited)
                    
                    
                    (Unaudited)Company
      A
                    
                    
                    10.29
                    %
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    7.13
                    %Company
      B
                    
                    
                    9.80
                    %
                    
                    
                    7.49
                    %
                    
                    
                    -
                    
                    
                    
                    -Company
      C
                    
                    
                    4.38
                    %
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Company
      D
                    
                    
                    1.86
                    %
                    
                    
                    -
                    
                    
                    
                    3.79
                    %
                    
                    
                    -Company
      E
                    
                    
                    1.08
                    %
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Company
      F
                    
                    
                    -
                    
                    
                    
                    3.63
                    %
                    
                    
                    -
                    
                    
                    
                    -Company
      G
                    
                    
                    -
                    
                    
                    
                    3.04
                    %
                    
                    
                    -
                    
                    
                    
                    -Company
      H
                    
                    
                    -
                    
                    
                    
                    2.91
                    %
                    
                    
                    -
                    
                    
                    
                    -Company
      I
                    
                    
                    -
                    
                    
                    
                    1.63
                    %
                    
                    
                    -
                    
                    
                    
                    0.47
                    %
 
 The
Company’s major oil suppliers who accounted for the following percentages of
total oil purchases and total accounts payable are as follows:
  Oil Purchases
                    
                    
                    Accounts PayableMajor
                      Suppliers
                    
                    For The Six Months
                      Ended June 30, 2009
                    
                    
                    For The Six Months
                      Ended June 30, 2008
                    
                    
                    June 30,
                      2009
                    
                    
                    December 31,
                      2008(Unaudited)
                    
                    
                    (Unaudited)
                    
                    
                    (Unaudited)Company
      J
                    
                    
                    16.00
                    %
                    
                    
                    3.48
                    %
                    
                    
                    3.88
                    %
                    
                    
                    6.57
                    %Company
      K
                    
                    
                    10.32
                    %
                    
                    
                    11.80
                    %
                    
                    
                    3.10
                    %
                    
                    
                    2.08
                    %Company
      L
                    
                    
                    6.27
                    %
                    
                    
                    -
                    
                    
                    
                    1.13
                    %
                    
                    
                    -Company
      M
                    
                    
                    3.89
                    %
                    
                    
                    5.80
                    %
                    
                    
                    -
                    
                    
                    
                    -Company
      N
                    
                    
                    3.44
                    %
                    
                    
                    5.67
                    %
                    
                    
                    -
                    
                    
                    
                    -Company
      O
                    
                    
                    -
                    
                    
                    
                    2.87
                    %
                    
                    
                    -
                    
                    
                    
                    -
 
 F-10
 
 WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED JUNE 30, 2009 AND 2008
 (UNAUDITED)
 
 3.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
 
 (d)  Use
of Estimates
 
 The
preparation of the consolidated financial statements in conformity with
generally accepted accounting principles in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting periods.
Management makes these estimates using the best information available at the
time the estimates are made. Actual results could differ materially from those
estimates.
 
 (e)  Fair
Value of Financial Instruments
  Fair Value of Financial Instruments-  SFAS 157 establishes a three-tier fair value hierarchy, which
prioritizes the inputs used in measuring fair value. The hierarchy prioritizes
the inputs into three levels based on the extent to which inputs used in
measuring fair value are observable in the market.
  These
tiers include:
  (I)
              Level 1—defined
      as observable inputs such as quoted prices in active
    markets;
 (II)
              Level 2—defined
      as inputs other than quoted prices in active markets that are either
      directly or indirectly observable;
and
 (III)
              Level 3—defined
      as unobservable inputs in which little or no market data exists, therefore
      requiring an entity to develop its own
  assumptions.
 
 The
assets measured at fair value on a recurring basis subject to the disclosure
requirements of SFAS 157 as of June 30, 2009 are as follows:
 
 Fair Value Measurements at Reporting Date UsingCarrying Value as of
                      June 30, 2009
                    
                    
                    Quoted Prices in
                      Active Markets
                      for Identical
                      Assets
                      (Level 1)
                    
                    
                    Significant
                      Other
                      Observable
                      Inputs
                      (Level 2)
                    
                    
                    Significant
                      Unobservable
                      Inputs
                      (Level 3)Cash
      and cash equivalents
                    
                    $
                    2,449,894
                    
                    
                    $
                    2,449,894
                    
                    
                    $
                    -
                    
                    
                    $
                    -
 
 Cash and
cash equivalents consist primarily of highly rated money market funds at a
variety of well-known institutions with original maturities of three months or
less. The original cost of these assets approximates fair value due to their
short term maturity.
 
 (f)
              Revenue
      Recognition
 
 Revenue
is recognized based on the following four criteria:
 
 (I)
              The
      amount of revenue can be measured
reliably;
 
 (II)
              It
      is probable that the economic benefits will flow to the
      Company;
 
 (III)
              The
      stage of completion at the balance sheet date can be measured
      reliably;
 
 (IV)
              The
      costs incurred, or to be incurred can be measured
  reliably.
 
 F-11
 
 WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED JUNE 30, 2009 AND 2008
 (UNAUDITED)
 
 3.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
 
 (f)
              Revenue
      Recognition (Continued)
 
 For dry
bulk shipping service, the allocation of revenue between reporting periods is
based on relative transit time in each reporting period with expenses recognized
as incurred.
 
 For
chartering brokerage services, sales are recognized when the ship leaves
port.
 
 For
shipping agency and freight forwarding services, sales are recognized when the
ship leaves port.
 
 For
online services, sales are recognized according to the stage of completion in
accordance with the service period defined in executed contracts.
 
 (g)
              Income
      Tax
 
 Deferred
tax assets and liabilities are recognized for the future tax consequence
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to be
applied to taxable income in the years in which those temporary differences are
expected to reverse. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in the statement of income in the period that
includes the enactment date. A valuation allowance is provided for deferred tax
assets if it is more likely than not these items will either expire before the
Company is able to realize their benefits, or that future deductibility is
uncertain. Also see Note 12.
 
 (h)
              Earnings
      (Loss) Per Share
 
 Basic
earnings (loss) per share are computed by dividing income (loss) available to
common shareholders by the weighted-average number of common shares outstanding
during the period. Diluted earnings (loss) per share is computed similar to
basic earnings (loss) per share except that the denominator is increased to
include the number of additional common shares that would have been outstanding
if the potential common shares had been issued and if the additional common
shares were dilutive. The Company does not have dilutive securities for the
three and six months ended June 30, 2009 and 2008.
 
 (i)
                Foreign
      Currency Translation
 
 Assets
and liabilities of foreign subsidiaries are translated into United States
dollars at currency exchange rates in effect at period-end and revenues and
expenses are translated at average exchange rates in effect for the period.
Gains and losses resulting from foreign currency transactions are included in
results of operations. Gains and losses resulting from translation of foreign
subsidiaries balance sheets are included as a separate component of
shareholders’ equity.
 
 June 30, 2009
                    
                    
                    December 31, 2008
                    
                    
                    June 30, 2008(Unaudited)
                    
                    
                    (Audited)
                    
                    
                    (Unaudited)Period
      end RMB: US$ exchange rate
                    
                    
                    6.8448
                    
                    
                    
                    6.8542
                    
                    
                    
                    6.8718Average
      period RMB: US$ exchange rate
                    
                    
                    6.8495
                    
                    
                    
                    7.0842
                    
                    
                    
                    7.0930
 
 (j)
                Comprehensive
      Income
 
 Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, all
items that are required to be recognized under current accounting standards as
components of comprehensive income should be reported in a financial statement
that is presented with the same prominence as other financial statements. The
Company’s only current component of comprehensive income is the foreign currency
translation adjustment.
 
 F-12
  WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED JUNE 30, 2009 AND 2008
 (UNAUDITED)
 
 3.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
 
 (k)
              Reporting
      Segments
 
 Accounting
standards require public business enterprises to report information about each
of their operating business segments that exceed certain quantitative threshold
or meet certain other reporting requirements. Operating business segments have
been defined as a component of an enterprise about which separate financial
information is available and is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance. The Company has identified the following reporting
segments:
 
 Dry Bulk
Shipping Service – Dry bulk shipping service operates a fleet of thirteen
vessels that provides marine shipping services for dry and liquid bulk cargo
shipping. The segment contributed 49% and 66% of combined operating revenues for
the six months ended June 30, 2009 and 2008, respectively.
 
 Chartering
Brokerage Service -Chartering
brokerage service provides ship chartering services for unrelated shipping
companies and shippers. The segment contributed 47% and 30% of consolidated
operating revenues for the six months ended June 30, 2009 and 2008,
respectively.
 
 Shipping
Agency and Freight Forwarding Service, and Online Service - Shipping agency and
freight forwarding service provides transportation and logistic services to
shippers in the PRC. online services provide internet services for members. The
segment contributed 4% and 4% of consolidated operating revenues for the six
months ended June 30, 2009 and 2008, respectively.
 
 The
Company has determined that there are three reportable segments: (1) Dry bulk
shipping, (2) Chartering brokerage, and (3) Other activities segment. The other
activities segment comprises shipping agency and freight forwarding services,
and online services. These operating segments were not separately reported as
they do not meet any of the quantitative thresholds under Financial Accounting
Standards Board Statement No. 131 (Disclosures about Segments of an Enterprise
and Related Information). Also see Note 13.
 
 (l)
                Recent
      Accounting Pronouncements
 
 Effective
January 1, 2009, the Company adopted Statement of Financial Accounting Standards
(“SFAS”) No. 141 (R), Business Combinations. SFAS No. 141
(R) requires an acquirer to measure the identifiable assets acquired, the
liabilities assumed, and any noncontrolling interest in the acquiree at their
fair values on the acquisition date, with goodwill being the excess value over
the net identifiable assets acquired. The adoption of SFAS No. 141(R) did not
have any effect on the Company’s condensed consolidated financial statements as
of June 30, 2009.
 
 Effective
January 1, 2009, the Company adopted SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements. This Statement establishes accounting and
reporting standards that require the ownership interests in subsidiaries’
non-parent owners be clearly presented in the equity section of the balance
sheet; requires the amount of consolidated net income attributable to the parent
and to the noncontrolling interest be clearly identified and presented on the
face of the consolidated statement of income; requires that changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently; requires that when a
subsidiary is deconsolidated, any retained noncontrolling equity investment in
the former subsidiary be initially measured at fair value and the gain or loss
on the deconsolidation of the subsidiary be measured using the fair value of any
noncontrolling equity; requires that entities provide disclosures that clearly
identify the interests of the parent and the interests of the noncontrolling
owners. The adoption of SFAS No. 160 did not have a significant effect on the
Company’s condensed consolidated financial statements as of June 30,
2009.
 
 Effective
January 1, 2009, the Company adopted SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities" ("SFAS No. 161"), which amends SFAS No. 133
and expands disclosures to include information about the fair value of
derivatives, related credit risks and a company's strategies and objectives for
using derivatives. The adoption of SFAS 161 did not have a material effect on
the condensed consolidated financial statements as of June 30,
2009.
 
 F-13
 
 WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED JUNE 30, 2009 AND 2008
 (UNAUDITED)
 
 3.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
 
 (l)
                Recent
      Accounting Pronouncements
(Continued)
 
 Effective
January 1, 2009, the Company adopted Emerging Issues Task Force (“EITF”) Issue
No. 07-05, Determining Whether
an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock(“EITF 07-05”).
EITF 07-05 addresses the determination of whether an instrument (or an embedded
feature) is indexed to an entity's own stock, which is the first part of the
scope exception in paragraph 11(a) of FASB SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities(“SFAS 133”). If an instrument (or an
embedded feature) that has the characteristics of a derivative instrument under
paragraphs 6–9 of SFAS 133 is indexed to an entity's own stock, it is still
necessary to evaluate whether it is classified in stockholders' equity (or would
be classified in stockholders' equity if it were a freestanding instrument).
Other applicable authoritative accounting literature, including Issues EITF
00-19, Accounting for
Derivative Financial Instruments Indexed to, and Potentially Settled in, a
Company Own Stock, and EITF 05-2, The Meaning of “Conventional Debt
Instrument” in Issue No. 00-19, provides guidance for determining whether
an instrument (or an embedded feature) is classified in stockholders' equity (or
would be classified in stockholders' equity if it were a freestanding
instrument). EITF 07-05 does not address that second part of the scope exception
in paragraph 11(a) of SFAS 133. The adoption of EITF 07-05 did not have a
material effect on the condensed consolidated financial statements as of June
30, 2009.
 
 On
April 1, 2009, the FASB approved FSP FAS 141(R)-1, Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies,which amends Statement 141(R) and eliminates the distinction between
contractual and non-contractual contingencies. Under FSP FAS 141(R), an acquirer
is required to recognize at fair value an asset acquired or liability assumed in
a business combination that arises from a contingency if the acquisition-date
fair value of that asset or liability can be determined during the measurement
period. If the acquisition-date fair value cannot be determined, the acquirer
applies the recognition criteria in SFAS No. 5, Accounting for Contingencies
and Interpretation 14, “Reasonable Estimation of the Amount of a Loss – and
interpretation of FASB Statement No. 5,” to determine whether the
contingency should be recognized as of the acquisition date or after it. The
Company is currently evaluating the potential impact of adopting this
statement.
 
 FSP FAS
115-2 and FAS 124-2 amends the other-than-temporary impairment guidance in U.S.
GAAP for debt securities to make the guidance more operational and to improve
the presentation and disclosure of other-than-temporary impairments on debt and
equity securities in the financial statements. It did not amend existing
recognition and measurement guidance related to other-than-temporary impairments
of equity securities. We are required to adopt this FSP for our interim and
annual reporting periods ending after June 15, 2009. This FSP does not
require disclosures for periods presented for comparative purposes at initial
adoption. This FSP requires comparative disclosures only for periods ending
after initial adoption. The Company is currently evaluating the potential impact
of adopting this statement.
 
 On
April 9, 2009, the FASB also approved FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value
of Financial Instrumentsto require disclosures about fair value of
financial instruments in interim period financial statements of publicly traded
companies and in summarized financial information required by APB Opinion
No. 28, Interim Financial
Reporting. We are required to adopt this FSP for our interim and annual
reporting periods ending after June 15, 2009. This FSP does not require
disclosures for periods presented for comparative purposes at initial adoption.
This FSP requires comparative disclosures only for periods ending after initial
adoption. The Company is currently evaluating the potential impact of adopting
this statement.
 
 F-14
 
 WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED JUNE 30, 2009 AND 2008
 (UNAUDITED)
 
 3.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
 
 (l)
                Recent
      Accounting Pronouncements
(Continued)
 
 In June
2009, the FASB issued FAS No. 167 (“FAS 167”), Amendments to FASB Interpretation
No. 46(R). FAS 167 amends FASB 46(R) to require an enterprise to perform an
analysis and ongoing reassessments to determine whether the enterprises variable
interest or interests give it a controlling financial interest in a variable
interest entity and amends certain guidance for determining whether an entity is
a variable interest entity. It also requires enhanced disclosures that will
provide users of financial statements with more transparent information about an
enterprises involvement in a variable interest entity.  FAS 167 is
effective as of the beginning of each reporting entity’s first annual reporting
period that begins after November 15, 2009 and for all interim reporting periods
after that.  The Company is currently evaluating the impact of the adoption
of FAS 167.
 4.
              VESSELS
 
 The
Company’s current fleet consists of thirteen vessels as bulk carriers as of June
30, 2009 and December 31, 2008. Among the thirteen vessels, two of them denoted
(a) were acquired by syndicated loans and are still under pledge; nine vessels
denoted (b) were acquired through capital leases; and the two remaining denoted
(c) were acquired through the long-term notes payable from related parties. Also
see Notes 9 and 10.
 
 The
vessels of the Company consist of the following:
 
 June 30, 2009
                      
                      
                      December 31, 2008(Unaudited)At
      cost:Win
      Hope
                      (b)
                      
                      $
                      2,679,285
                      
                      
                      $
                      2,679,285Win
      Ever
                      (b)
                      
                      
                      1,737,966
                      
                      
                      
                      1,737,966Win
      Bright
                      (b)
                      
                      
                      1,739,258
                      
                      
                      
                      1,739,258Win
      Eagle
                      (b)
                      
                      
                      3,560,852
                      
                      
                      
                      3,560,852Win
      Glory
                      (b)
                      
                      
                      2,503,697
                      
                      
                      
                      2,503,697Win
      Grace
                      (b)
                      
                      
                      3,677,861
                      
                      
                      
                      3,677,861Win
      Moony
                      (b)
                      
                      
                      3,682,178
                      
                      
                      
                      3,682,178Win
      Star
                      (b)
                      
                      
                      3,336,600
                      
                      
                      
                      3,336,600Winland
      Dalian
                      (a)
                      
                      
                      18,243,139
                      
                      
                      
                      18,243,139Win
      Honey
                      (a)
                      
                      
                      4,500,000
                      
                      
                      
                      4,500,000Bodar
                      (b)
                      
                      
                      4,985,441
                      
                      
                      
                      4,985,441Andong
                      (c)
                      
                      
                      2,954,393
                      
                      
                      
                      2,954,393Haoyue
                      (c)
                      
                      
                      1,614,770
                      
                      
                      
                      1,614,770$
                      55,215,440
                      
                      
                      $
                      55,215,440
 
 F-15
 
 WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED JUNE 30, 2009 AND 2008
 (UNAUDITED)
 
 4.
              VESSELS
      (CONTINUED)
 
 Less:  Accumulated
      depreciationWin
      Hope
                        (b)
                        
                        
                        1,888,896
                        
                        
                        
                        1,768,328Win
      Ever
                        (b)
                        
                        
                        1,564,169
                        
                        
                        
                        1,564,169Win
      Bright
                        (b)
                        
                        
                        1,565,332
                        
                        
                        
                        1,565,332Win
      Eagle
                        (b)
                        
                        
                        3,204,767
                        
                        
                        
                        3,204,767Win
      Glory
                        (b)
                        
                        
                        1,958,249
                        
                        
                        
                        1,797,297Win
      Grace
                        (b)
                        
                        
                        3,080,208
                        
                        
                        
                        2,804,369Win
      Moony
                        (b)
                        
                        
                        3,037,797
                        
                        
                        
                        2,761,634Win
      Star
                        (b)
                        
                        
                        3,002,940
                        
                        
                        
                        3,002,940Winland
      Dalian
                        (a)
                        
                        
                        4,195,922
                        
                        
                        
                        3,648,628Win
      Honey
                        (a)
                        
                        
                        1,396,406
                        
                        
                        
                        1,269,844Bodar
                        (b)
                        
                        
                        4,486,898
                        
                        
                        
                        4,486,897Andong
                        (c)
                        
                        
                        717,835
                        
                        
                        
                        638,670Haoyue
                        (c)
                        
                        
                        327,429
                        
                        
                        
                        290,658$
                        30,426,848
                        
                        
                        $
                        28,803,533Vessels,
      net
                        
                        
                        $
                        24,788,592
                        
                        
                        $
                        26,411,907
 
 Vessel
depreciation expense for the six months ended June 30, 2009 and 2008 was
$1,622,934 and $1,791,923 respectively.
 
 Vessels
collateralizing bank loans are as follow. Also see Note 9.
 
 June 30, 2009
                        
                        
                        December 31, 2008(Unaudited)Net Book ValueWinland
      Dalian
                        
                        $
                        14,047,217
                        
                        
                        $
                        14,594,511Win
      Honey
                        
                        
                        3,103,594
                        
                        
                        
                        3,230,156Total
                        
                        $
                        17,150,811
                        
                        
                        $
                        17,824,667
 
 5.
              FIXED
      ASSETS
 
 Fixed
assets consist of the following:
 
 June 30, 2009
                    
                    
                    December 31, 2008(Unaudited)At
      cost:Motor
      vehicles
                    
                    $
                    244,357
                    
                    
                    $
                    244,005Office
      equipment
                    
                    
                    188,804
                    
                    
                    
                    369,607Leasehold
      improvement
                    
                    
                    187,188
                    
                    
                    
                    -620,349
                    
                    
                    
                    613,612Less:  Accumulated
      depreciationMotor
      vehicles
                    
                    
                    138,721
                    
                    
                    
                    117,516Office
      equipment
                    
                    
                    160,530
                    
                    
                    
                    259,902Leasehold
      improvement
                    
                    
                    127,179426,430
                    
                    
                    
                    377,418Fixed
      assets, net
                    
                    $
                    193,919
                    
                    
                    $
                    236,194
 
 Depreciation
expense for the six months ended June 30, 2009 and 2008 was $47,485 and $53,739,
respectively.
 
 F-16
 
 WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED JUNE 30, 2009 AND 2008
 (UNAUDITED)
 
 6.
              DEFERRED
      DRY DOCK FEES
 
 Deferred
dry dock feesconsist of the
following:
 
 June 30, 2009
                    
                    
                    December 31, 2008(Unaudited)Cost
                    
                    $
                    19,443,806
                    
                    
                    $
                    21,594,143Less:
      Accumulated amortization
                    
                    
                    8,877,063
                    
                    
                    
                    10,559,457Deferred
      dry dock fees, net
                    
                    $
                    10,566,743
                    
                    
                    $
                    11,034,686
 
 Amortization
expense for the six months ended June 30, 2009 and 2008 was $2,129,859 and
$1,682,963, respectively.
 
 Amortization
expense for the next five years and thereafter is as follows:
 
 Period Ended June 30,
                    
                    Amount2010
                    
                    $
                    165,8282011
                    
                    
                    984,2102012
                    
                    
                    2,839,7482013
                    
                    
                    987,8672014
                    
                    
                    5,589,090Total
                    
                    $
                    10,566,743
 
 7.
              DUE
      TO/FROM RELATED PARTIES
 
 Due
to/from related parties consist of the following:
 
 (I)   Due From Related Parties
                      
                      
                      
                      
                      June 30, 2009
                      
                      
                      December 31,
                        2008(Unaudited)Winland
      Container Lines Ltd.
                      
                      
                      a
                      )
                      
                      $
                      2,675,071
                      
                      
                      $
                      759,042Due
      from employees
                      
                      
                      b
                      )
                      
                      
                      1,612
                      
                      
                      
                      1,214Total
      due from related parties
                      
                      
                      
                      
                      
                      $
                      2,676,683
                      
                      
                      $
                      760,256
 
 (II)   Due To Related Parties
                          
                          
                          
                          
                          June 30, 2009
                          
                          
                          December 31,
                            2008(Unaudited)Dalian
      Winland Group Co., Ltd
                          
                          
                          c
                          )
                          
                          $
                          1,588,028
                          
                          
                          $
                          526,885Dalian
      Winland Shipping Co., Ltd
                          
                          
                          d
                          )
                          
                          
                          86,466
                          
                          
                          
                          120,664Dalian
      Master Well Ship Management Co., Ltd
                          
                          
                          e
                          )
                          
                          
                          109,906
                          
                          
                          
                          48,614Winland
      Shipping Japan Co., Ltd
                          
                          
                          f
                          )
                          
                          
                          102,504
                          
                          
                          
                          72,423Total
      due to related parties
                          
                          
                          
                          
                          
                          $
                          1,886,904
                          
                          
                          $
                          768,586
 
 a)
              Winland
      Container Lines Ltd. is controlled by the Chairman and Chief Executive
      Officer of the Company. The Company provided shipping agency and freight
      forwarding services to Winland Container Lines Ltd. For the six months
      ended June 30, 2009 and 2008, the Company recognized relevant service
      revenue of $634,397 and $831,420. For the six months ended June 30, 2009
      and 2008, the Company paid $3,391,922 and $860,978 of expenses to related
      ports and received $2,110,290 and $1,846,358 of payments from related
      ports on behalf of Winland Container Lines Ltd. The outstanding balances
      at June 30, 2009 and December 31, 2008 are interest-free, unsecured and
      have no fixed repayment term.
 
 F-17
 
 WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED JUNE 30, 2009 AND 2008
 (UNAUDITED)
 
 7.
              DUE
      TO/FROM RELATED PARTIES (CONTINUED)
 
 b)
              Due
      from/to employees are interest-free, unsecured and have no fixed
      repayment. The amounts due from/to employees primarily represent advances
      to sales personnel or prepaid by sales personnel of the Company for
      business and travelling related
expenses.
 
 
 c)
              Dalian
      Winland Group Co., Ltd (“DWIG”) is controlled by the Chairman and Chief
      Executive Officer of the Company. The Company paid $15,284,499 and
      $17,411,331 of expenses on behalf of DWIG for the six months ended June
      30, 2009 and 2008, respectively.  The Company collected
      $16,300,352 and $10,070,412 on behalf of DWIG for the six months ended
      June 30, 2009 and 2008, respectively. For the six months ended June 30,
      2009 and 2008, the Company recognized interest expense of $45,290 and
      $45,290, respectively. Also see Note 10. The outstanding balances at June
      30, 2009 and December 31, 2008 are interest-free, unsecured and have no
      fixed repayment term.
 
 d)
              Dalian
      Winland Shipping Co., Ltd (“DWSC”) is controlled by the Chairman and Chief
      Executive Officer of the Company. It operates as a vessel management
      company for the Company. The vessel management fee for the two vessels was
      $18,000 and $18,000 for the six months ended June 30, 2009 and 2008,
      respectively. The Company recognized relevant service revenue of $66,780
      and $36,689 for the six months ended June 30, 2009 and 2008, respectively.
      For the six months ended June 30, 2009 and 2008, on behalf of DWSC, the
      Company paid $108,000 and $3,620,798 of ocean fees; and received $93,910
      and $915,976 of ocean fees, respectively. The Company recognized interest
      expense of $28,671 and $28,671 for the six months ended June 30, 2009 and
      2008, respectively. Also see Note 10. The outstanding balances at June 30,
      2009 and December 31, 2008 are interest-free, unsecured, and have no fixed
      repayment term.
 
 e)
              Dalian
      Master Well Ship Management Co., Ltd is controlled by the Chairman and
      Chief Executive Officer of the company. It operates as the vessel
      management company for the Company. The vessel management fees for 11
      vessels in the six months ended June 30, 2009 and 2008 was $129,600 and
      $129,600, respectively. The Company paid $132,697 and $132,697 on behalf
      of Dalian Master Well Ship Management Co., Ltd, in the six months ended
      June 30, 2009 and 2008, respectively. The Company collected $64,390 and
      $201,393 on behalf of Dalian Master Well Ship Management Co., Ltd, in the
      six months ended June 30, 2009 and 2008, respectively. The outstanding
      balances at June 30, 2009 and December 31, 2008 are interest-free,
      unsecured, and have no fixed repayment
term.
 
 f)
              Winland
      Shipping Japan Co., Ltd is controlled by the Chairman and Chief Executive
      Officer of the Company. The Company recognized relevant agency service
      fees of $87,060 and $38,762 in the six months ended June 30, 2009 and
      2008, respectively. The Company paid $209,843 and $81,251 on behalf of
      Winland Shipping Japan Co., Ltd, in the six months ended June 30, 2009 and
      2008, respectively. The Company collected $152,863 and $14,795 on behalf
      of Winland Shipping Japan Co., Ltd, in the six months ended June 30, 2009
      and 2008, respectively. The outstanding balances at June 30, 2009 and
      December 31, 2008 are interest-free, unsecured and have no fixed repayment
      term.
 
 8.
              SHORT-TERM
      CREDIT LINE
 
 The
Company obtained a one year credit line from Shanghai Pudong Development Bank
for $1,168,770 on April 21, 2009. The full amount of the credit line was
available to the Company at June 30, 2009. See Note 2.
 
 F-18
 
 WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED JUNE 30, 2009 AND 2008
 (UNAUDITED)
 
 9.
              LONG-TERM
      BANK LOANS
 
 Long-term
bank loans consist of the following:
 
 June 30, 2009
                    
                    
                    December 31, 2008(Unaudited)Loans
      from Dialease Maritime S.A.:Due
      on August 1, 2011, monthly interest payment is 1-month LIBOR plus 1.75%
      per annum, and the actual rate at June 30, 2009 is 0.55%, secured by the
      vessel Winland Dalian (also see Note 4), assignment of insurance of the
      vessel, and guaranteed by the Chairman of the Company. Principal is repaid
      every month in 72 equal installments from September 2005.
                    
                    $
                    4,692,926
                    
                    
                    $
                    5,631,120Due
      on July 21, 2012, monthly interest payment is 1-month LIBOR plus 1.75% per
      annum, and the actual rate at June 30, 2009 is 0.48%, secured by the
      vessel Win Honey (also see Note 4), assignment of insurance of the vessel,
      and guaranteed by the Chairman of the Company. Principal is repaid every
      month in 72 equal installments from August 2006.
                    
                    
                    2,040,672
                    
                    
                    
                    2,508,314Total
      long-term bank loans
                    
                    
                    6,733,598
                    
                    
                    
                    8,139,434Less:
      Current portion
                    
                    
                    2,811,672
                    
                    
                    
                    2,811,672Long-term
      portion
                    
                    $
                    3,921,926
                    
                    
                    $
                    5,327,762
 
 Interest
expense for the six months ended June 30, 2009 and 2008 was $83,850 and
$330,871, respectively.
 
 The
repayment schedule for the principal amount of long-term bank loans is as
follows:
 
 Period Ended June 30,
                      
                      Amount2010
                      
                      $
                      2,811,6722011
                      
                      
                      2,811,6722012
                      
                      
                      1,051,968Thereafter
                      
                      
                      58,286Total
                      
                      $
                      6,733,598
 
 F-19
 
 WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED JUNE 30, 2009 AND 2008
 (UNAUDITED)
 
 10.
              LONG-TERM
      NOTES PAYABLE
 
 Long-term
notes payable consists of the following:
  June
      30, 2009
                    
                    
                    December
      31,
                      2008(Unaudited)Notes
      payable to unrelated party:Win
      Grand Shipping Limited, net of discount of $5,469 and $13,345 at June 30,
      2009 and December 31, 2008, respectively, due November 1,
    2009
                    
                    
                    a
                    )
                    
                    $
                    90,135
                    
                    
                    $
                    273,469Subtotal
                    
                    
                    
                    
                    
                    
                    90,135
                    
                    
                    
                    273,469Notes
      payable to related companies:Dalian
      Winland Shipping Co. , Ltd. due July 19, 2010, at an interest rate of 5%
      per annum
                    
                    
                    b
                    )
                    
                    
                    1,146,856
                    
                    
                    
                    1,145,283Dalian
      Winland Group Co., Ltd. due July 19, 2010, at an interest rate of 5% per
      annum
                    
                    
                    c
                    )
                    
                    
                    1,811,594
                    
                    
                    
                    1,809,110Subtotal
                    
                    
                    
                    
                    
                    
                    2,958,450
                    
                    
                    
                    2,954,393Total
      long-term notes payable
                    
                    
                    
                    
                    
                    
                    3,048,585
                    
                    
                    
                    3,227,862Less:
      Current portion
                    
                    
                    
                    
                    
                    
                    90,135
                    
                    
                    
                    273,469Long-term
      portion
                    
                    
                    
                    
                    
                    $
                    2,958,450
                    
                    
                    $
                    2,954,393
 
 The
amortization of discount relating to the notes denoted a) for the six months
ended June 30, 2009 and 2008 was $7,876 and $26,156, respectively.
 
 The
long-term notes obtained from DWSC and DWIG, two related parties, denoted b) and
c) were both used to purchase the Andong vessel. Also see Notes 4 and
7.
 
 Interest
expense for the six months ended June 30, 2009 and 2008 was $73,911 and $71,373,
respectively.
 
 The
repayment schedule for long-term notes payable is as follows:
 
 Period Ended June 30,
                    
                    Amount2010
                    
                    $
                    90,135Thereafter
                    
                    
                    2,958,450Total
                    
                    $
                    3,048,585
 
 F-20
 
 WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED JUNE 30, 2009 AND 2008
 (UNAUDITED)
 
 11.
              COMMITMENTS
 
 The
Company leases office space under operating leases. Lease expense was $77,206
and $72,262 for the six months ended June 30, 2009 and 2008,
respectively.
 
 As of
June 30, 2009, future minimum payments required under non-cancelable leases
are:
 
 Period Ended June 30,
                    
                    Amount2010
                    
                    
                    85,9252011
                    
                    
                    19,608Total
                    
                    $
                    105,533
 
 On June
3, 2009, the Company signed a memorandum of agreement to purchase a vessel for
$20,700,000. Of the $20,700,000, $18,630,000 is due upon the vessel’s delivery
by October 10, 2009. See Notes 2 and 15.
 
 12.
              INCOME
      TAX
 
 (a)
              Winland
      Shipping Co., Limited, Treasure Way Shipping Limited, Kinki International
      Industrial Limited, Bestline Shipping Limited and Lancrusier Development
      Co., Limited are registered in Hongkong and are free of income tax as long
      as they do not operate in Hong Kong under the local tax law. Since these
      companies do not have operations in Hong Kong, they did not have any
      income tax expense for the six months ended June 30, 2009 and
      2008.
 
 Win Star
Shipping Co., Limited and Bodar Shipping Co., Limited are incorporated and
registered in St. Vincent and Grenadines. Winland Dalian Shipping S.A. and Win
Glory S.A. are incorporated in Panama and registered in HongKong. Win Eagle
Shipping Co., Limited, Win Ever Shipping Co., Limited, Win Bright Shipping Co.,
Limited, Win Grace Shipping Co., Limited, Win Hope Shipping Co., Limited, Win
Moony Shipping Co., Limited are incorporated and registered in Valletta, Malta.
Bodar Shipping S.A. is incorporated and registered in Panama. Since these
companies obtained a tax exemption from the local government, they did not have
any tax expense for the six months ended June 30, 2009 and 2008.
 
 Effective
January 1, 2007, the Company adopted FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes (“FIN 48”), an interpretation of FASB statement
No.109, Accounting for Income Taxes. The interpretation addressed the
determination of whether tax benefits claimed or expected to be claimed on a tax
return should be recorded in the financial statements. Under FIN 48, we may
recognize the tax benefit from an uncertainty tax position only if it is more
likely than not that the tax position will be sustained on examination by the
taxing authorities, based on the technical merits of the position. The tax
benefits recognized in the financial statements from such a position should be
measured based on the largest benefit that has a greater than fifty percent
likelihood of being realized upon ultimate settlement. FIN 48 also provides
guidance on de-recognition, classification, interest and penalties on income
taxes, accounting in interim periods and requires increased
disclosures.
 
 Income
tax expense for the six months ended June 30, 2009 and 2008 is summarized as
follows:
 
 Six Months Ended June 30,2009
                      
                      
                      2008(Unaudited)
                      
                      
                      (Unaudited)Current
      CIT
                      
                      $
                      (971
                      )
                      
                      $
                      (2,541
                      )Deferred
      CIT
                      
                      
                      (5,582
                      )
                      
                      
                      (121,461
                      )Income
      tax expense
                      
                      $
                      (6,553
                      )
                      
                      $
                      (124,002
                      )
 
 F-21
 
 WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED JUNE 30, 2009 AND 2008
 (UNAUDITED)
 
 12.
              INCOME
      TAX (CONTINUED)
 
 The
Company’s income tax expense differs from the “expected” tax expense for the six
months ended June 30, 2009 and 2008 (computed by applying the Hong Kong CIT rate
of 17.5 to income before income taxes) as follows:
 
 Six Months Ended June 30,2009
                      
                      
                      2008(Unaudited)
                      
                      
                      (Unaudited)Computed
      “expected” benefit (expense)
                      
                      $
                      726,212
                      
                      
                      $
                      (2,510,692
                      )Favorable
      tax rates
                      
                      
                      (732,765
                      )
                      
                      
                      2,386,690Income
      tax expense
                      
                      $
                      (6,553
                      )
                      
                      $
                      (124,002
                      )
 
 The tax
effects of temporary differences that give rise to the Company’s net deferred
tax assets and liabilities as of June 30, 2009 and December 31, 2008 are as
follows:
 
 June 30, 2009
                        
                        
                        December 31, 2008(Unaudited)Deferred
      tax assets (liabilities):Current
      portion:General
      and administrative expenses
                        
                        $
                        -
                        
                        
                        $
                        6,718Service
      revenue and commissions
                        
                        
                        173
                        
                        
                        
                        (631
                        )Accrued
      administrative expense
                        
                        
                        (964
                        )
                        
                        
                        -Valuation
      allowance-short term
                        
                        
                        -
                        
                        
                        
                        (660
                        )Subtotal
                        
                        
                        (791
                        )
                        
                        
                        5,427Non-current
      portion:Depreciation
      expense
                        
                        
                        (7,971
                        )
                        
                        
                        (9,276
                        )Net
      operating loss
                        
                        
                        3,180
                        
                        
                        
                        97,740Valuation
      allowance
                        
                        
                        -
                        
                        
                        
                        (93,695
                        )Subtotal
                        
                        
                        (4,791
                        )
                        
                        
                        (5,231
                        )Net
      deferred tax (liabilities) assets
                        
                        $
                        (5,582
                        )
                        
                        $
                        196
 
 (b)
              Tax
      Holiday Effect
 
 For 2009
and 2008 the Hong Kong corporate income tax rate was 17.5%. Certain subsidiaries
of the Company which were registered in Hong Kong are entitled to tax exemptions
as long as they do not operate in Hong Kong under the local tax law. Since these
companies do not have operations in Hong Kong, they did not have any income tax
expense for the six months ended June 30, 2009 and 2008.
 
 The
combined effects of the income tax expense exemptions and reductions available
to the Company for the six months ended June 30, 2009 and 2008 is as
follows:
 
 2009
                    
                    
                    2008(Unaudited)
                    
                    
                    (Unaudited)Tax
      holiday (expense) benefit
                    
                    $
                    (732,765
                    )
                    
                    $
                    2,386,690Basic
      net (loss) income per shareexcluding
      tax holiday effect
                    
                    $
                    (0.03
                    )
                    
                    $
                    0.11
 
 F-22
 
 WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED JUNE 30, 2009 AND 2008
 (UNAUDITED)
 
 13.
              SEGMENT
      INFORMATION
 
 The
Company has determined that there are three reportable segments: (1) Dry bulk
shipping, (2) Chartering brokerage, and (3) Other activities segment. The other
activities segment comprises shipping agency and freight forwarding services,
and online services. These operating segments were not separately reported as
they do not meet any of the quantitative thresholds under Financial Accounting
Standards Board Statement No. 131 (Disclosures about Segments of an Enterprise
and Related Information).
 
 The
Company's segment information for the six months ended June 30, 2009 and 2008
are as follows:
 
 Six Months Ended
                    June 30, 2009
                    (Unaudited)
                  
                  Dry Bulk
                    Shipping
                  
                  
                  Chartering
                    Brokerage
                  
                  
                  Other
                    Activities
                  
                  
                  Corporate
                    and
                    Eliminations
                  
                  
                  ConsolidatedSales
      to unaffiliated customers
                  
                  $
                  12,257,263
                  
                  
                  $
                  11,767,802
                  
                  
                  $
                  844,969
                  
                  
                  $
                  -
                  
                  
                  $
                  24,870,034Intersegment
      sales
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  180,383
                  
                  
                  
                  (180,383
                  )
                  
                  
                  -Net
      sales
                  
                  
                  12,257,263
                  
                  
                  
                  11,767,802
                  
                  
                  
                  1,025,352
                  
                  
                  
                  (180,383
                  )
                  
                  
                  24,870,034Costs
                  
                  
                  13,150,492
                  
                  
                  
                  10,188,932
                  
                  
                  
                  366,994
                  
                  
                  
                  (180,383
                  )
                  
                  
                  23,526,035Depreciation
      and amortization
                  
                  
                  3,691,692
                  
                  
                  
                  -
                  
                  
                  
                  108,586
                  
                  
                  
                  -
                  
                  
                  
                  3,800,278Other
      operating expenses
                  
                  
                  761,454
                  
                  
                  
                  127,028
                  
                  
                  
                  720,150
                  
                  
                  
                  84,816
                  
                  
                  
                  1,693,448Operating
      (loss) income
                  
                  $
                  (5,346,375
                  )
                  
                  $
                  1,451,842
                  
                  
                  $
                  (170,378
                  )
                  
                  $
                  (84,816
                  )
                  
                  $
                  (4,149,727
                  )June
      30, 2009
                    (Unaudited)Identifiable
      assets
                  
                  $
                  28,173,767
                  
                  
                  $
                  9,328,951
                  
                  
                  $
                  12,578,752
                  
                  
                  $
                  (1,796,776
                  )
                  
                  $
                  48,284,694
 
 Six Months Ended
                        June 30, 2008
                        (Unaudited)
                      
                      Dry Bulk
                        Shipping
                      
                      
                      Chartering
                        Brokerage
                      
                      
                      Other
                        Activities
                      
                      
                      Corporate
                        and
                        Eliminations
                      
                      
                      ConsolidatedSales
      to unaffiliated customers
                      
                      $
                      34,276,211
                      
                      
                      $
                      15,760,821
                      
                      
                      $
                      2,283,366
                      
                      
                      $
                      -
                      
                      
                      $
                      52,320,398Intersegment
      sales
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      282,468
                      
                      
                      
                      (282,468
                      )
                      
                      
                      -Net
      sales
                      
                      
                      34,276,211
                      
                      
                      
                      15,760,821
                      
                      
                      
                      2,565,834
                      
                      
                      
                      (282,468
                      )
                      
                      
                      52,320,398Costs
                      
                      
                      16,115,667
                      
                      
                      
                      13,939,697
                      
                      
                      
                      2,649,874
                      
                      
                      
                      (282,468
                      )
                      
                      
                      32,422,770Depreciation
      and amortization
                      
                      
                      3,427,801
                      
                      
                      
                      -
                      
                      
                      
                      100,824
                      
                      
                      
                      -
                      
                      
                      
                      3,528,625Other
      operating expenses (income)
                      
                      
                      1,425,469
                      
                      
                      
                      (77,131
                      )
                      
                      
                      808,558
                      
                      
                      
                      -
                      
                      
                      
                      2,156,896Operating
      income (loss)
                      
                      $
                      13,307,274
                      
                      
                      $
                      1,898,255
                      
                      
                      $
                      (993,422
                      )
                      
                      $
                      -
                      
                      
                      $
                      14,212,107December
      31, 2008Identifiable
      assets
                      
                      $
                      25,514,626
                      
                      
                      $
                      19,129,175
                      
                      
                      $
                      9,701,281
                      
                      
                      $
                      (2,555,996
                      )
                      
                      $
                      51,789,086
 
 F-23
 
 WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTHS
ENDED JUNE 30, 2009 AND 2008
 (UNAUDITED)
 
 13.
              SEGMENT
      INFORMATION (CONTINUED)
 
 Information
for Company’s sales by geographical area is as follows:
 
 For The Six Months Ended June 30,2009
                    
                    
                    2008(Unaudited)
                    
                    
                    (Unaudited)Sales
      to unaffiliated customers:Japan,
      Korea and Russia
                    
                    $
                    12,435,017
                    
                    
                    $
                    22,497,771PRC
                    
                    
                    8,704,512
                    
                    
                    
                    18,312,139Southern
      and Eastern Asia
                    
                    
                    3,233,104
                    
                    
                    
                    7,848,060Other
                    
                    
                    497,401
                    
                    
                    
                    3,662,428Total
                    
                    $
                    24,870,034
                    
                    
                    $
                    52,320,398
 
 14.
                CONTINGENCIES
 
 The
Company signed a voyage charter contract with Sinoriches Global Ltd. on June 11,
2007. The Company canceled the contract on June 18, 2007. Sinoriches Global Ltd.
filed an arbitration claim of $501,640 including interest for the dispute. As of
June 30, 2009, the case is in the process of exchanging documents and evidence
for arbitration. The Company does not believe the case will result in a
significant unfavorable outcome.
 
 15.
              SUBSEQUENT
      EVENTS
  On June
3, 2009, the Company signed a memorandum of agreement to purchase a vessel which
will be delivered by August 21, 2009. Subsequent to June 30, 2009, the Company
executed the addendum to amend the delivery date as between July 14 and October
10, 2009. On July 7, 2009, the Company obtained a loan from Mitsubishi UFJ Lease
& Finance Company Limited for $14,490,000 to fund the purchase of the
vessel. The loan is to be repaid in eighty four monthly payments with an
interest rate at the Japanese LIBOR plus 2.3%.
 
 F-24


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





Forward
Looking Statements





The
following is management’s discussion and analysis of certain significant factors
which have affected the financial position and operating results of Winland
Online Shipping Holdings Corporation (formerly Trip Tech, Inc. and hereinafter,
“Winland” or
“WLOL” and
together with its subsidiaries and its variable interest entities, the “Company”) during the
periods included in the accompanying consolidated and combinedfinancial
statements, as well as information relating to the plans of our current
management. This report includes forward-looking statements. Generally, the
words “believes” “anticipates”, “may”, “will”, “should”, “expect”, “intend”,
“estimate”, “continue” and similar expressions or the negative thereof or
comparable terminology are intended to identify forward-looking statements. Such
statements are subject to certain risks and uncertainties, including the matters
set forth in this report or other reports or documents we file with the U.S.
Securities and Exchange Commission (the “SEC”) from time to
time, which could cause actual results or outcomes to differ materially from
those projected. Undue reliance should not be placed on these forward-looking
statements which speak only as of the date hereof. We undertake no obligation to
update these forward-looking statements.





The
following discussion and analysis should be read in conjunction with our
consolidated and combined financial statements and the related notes thereto and
other financial information contained elsewhere in this report.





Acquisition
of SkyAce Group Limited





On August 12, 2008, Trip Tech, Inc.
(n/k/a WLOL and sometimes referred to herein as “Trip Tech” when
referring to the operations of the Company prior to the Exchange, as defined
below) entered into a Share Exchange Agreement with SkyAce Group Limited (“SkyAce”), a British
Virgin Islands company and Pioneer Creation Holdings Limited (“PCH”), a British
Virgin Islands company and the sole stockholder of SkyAce. As a result of the
share exchange, the Company acquired all of the issued and outstanding
securities of SkyAce from PCH in exchange for 76,925,000 newly-issued shares of
the Company’s common stock, par value $0.001 per share and 1,000,000 shares of
the Company’s Series A Preferred Stock which such preferred shares were
convertible into (and subsequently did convert into) 30,000,000 shares of common
stock (the “Exchange”).  On
August 12, 2008, PCH beneficially owned 82.25% of the voting capital stock of
the Company. As a result of the Exchange, SkyAce became a wholly-owned
subsidiary of WLOL.  On October 23, 2008, PCH converted its 1,000,000
shares of Series A Preferred Stock into 30,000,000 shares of common stock. As a
result, the total outstanding shares of common stock increased to 130,000,000,
and PCH now directly owns 82.25% of the voting capital stock of
WLOL.





The following is disclosure regarding
WLOL, SkyAce and SkyAce’s two wholly-owned subsidiaries: (a) Plentimillion Group
Limited (“PGL”), a British Virgin Islands holding company, the principal
business activities of which are (through its wholly-owned subsidiaries) ocean
transportation and chartering brokerage and (b) Best Summit Enterprise Limited
(“BSL” and
together with PGL, the “SkyAce Group”), a
British Virgin Islands holding company which controls (as is more fully
described below) (i) Dalian Winland International Shipping Agency Co. Ltd., a
company organized under the laws of the People’s Republic of China (“PRC”), the principal
activities of which include shipping agency services, booking cargo space,
storage of goods and customs declaration (“DWIS”), (ii) Dalian Winland
International Logistics Co. Ltd., a company organized under the laws of the
People’s Republic of China (“PRC”), the principal
activities of which include freight forwarding services and logistics shipping
agency services (“DWIL”) and (iii)
Dalian Shipping Online Network Co. Ltd., a company organized under the laws of
the PRC, the principal activities of which include online services for its
members (“DSON” or “Shipping Online”, and
together with DWIS and DWIL, the “Winland International
Group”).





SkyAce
declared a dividend of $48,213,871 to its shareholders on December 31, 2007 and
paid it on March 31, 2008.


- 4 -


Prior
Operations of Trip Tech





Trip Tech was incorporated in Texas on
November 17, 2006 to enter the online travel industry and to establish a large
scale, full service online travel company. Immediately prior to the Exchange,
Trip Tech was a development stage internet-based travel company operating with a
functional “branded” travel website. Since Trip Tech’s inception, Trip Tech
established its corporate existence as a publicly held corporation, raised
founder capital, and designed and installed a functional “branded” travel
website. As of the date immediately prior to the Exchange, Trip Tech had not
been able to raise additional funds through either debt or equity offerings. As
a result of the foregoing, Trip Tech began to explore its options regarding the
development of a new business plan and direction. On August 12, 2008, Trip Tech
consummated the Exchange with SkyAce and the Pioneer Creation Holdings
Limited.





Our
common stock is currently traded on the Over-The-Counter Bulletin Board under
the symbol “WLOL”. Immediately prior to the Exchange, Trip Tech was considered a
“blank check” company with US$40,963 in assets and a net loss of US$34,965 for
the fiscal year ending February 29, 2008.  On the date of the closing of
the Exchange, the Company did not have any liabilities.





Current
Operations of the Company (General Development of Business)





SkyAce





SkyAce is a holding company founded in
the British Virgin Islands on September 22, 2006with no significant
operations. SkyAce was formed solely for the purpose of acquiring PGL
and BSL from Mr. Li Honglin and Ms. Xue Ying, each of whom had owned fifty
percent (50%) of both PGL and BSL and each of whom now own fifty
percent (50%) of SkyAce. SkyAce has authorized capital of US$50,000 consisting
of 50,000 ordinary shares authorized, two (2) of which are currently issued and
outstanding and held by Trip Tech as a result of the Exchange. Li Honglin, a
Director and the President of Winland, serves as a Director of SkyAce. Xue Ying,
a Director, the Chief Executive Officer and the Secretary of Winland, also
serves as a Director of SkyAce.





PGL





PGL is a holding company founded
in the British Virgin Islands on July 5, 2006. PGL was formed solely for
the purpose of acquiring each of the following wholly-owned subsidiaries from Li
Honglin and Xue Ying (both of whom previously owned fifty percent (50%) of each
of the following entities), which such transfers occurred between January 1,
2008 and March 31, 2008:





(a)
              Winland
      Shipping Co., Ltd., a company organized under the laws of Hong Kong on
      August 11, 2000 (“Winland
      Shipping”);





(b)
              Kinki
      International Industrial Limited, a company organized under the laws of
      Hong Kong on May 2, 2006 (“Kinki”);





(c)
              Bestline
      Shipping Limited, a company organized under the laws of Hong Kong on
      January 27, 1994 (“Bestline”);





(d)
              Lancrusier
      Development Co., Limited, a company organized under the laws of Hong Kong
      on July 11, 1995 (“Lancrusier”);





(e)
              Win
      Star Shipping Co., Ltd., a company organized under the laws of St. Vincent
      and the Grenadines (“SVG”) on June
      21, 2000 (“Win
      Star”);





(f)
              Bodar
      Shipping Co., Ltd., a company organized under the laws of SVG on January
      7, 2004 (“Bodar”);





(g)
              Winland
      Dalian Shipping S.A., a company organized under the laws of Panama on June
      8, 2005 (“Winland
      Dalian”);




(h)
              Treasure
      Way Shipping Limited, a company organized under the laws of Hong Kong on
      May 27, 2002 (“Treasure
      Way”).


- 5 -





PGL acquired
the following additional entities in 2008:





(i)
              Win
      Eagle Shipping Co., Ltd., a company organized under the laws of Malta on
      July 29, 2002 (“Win
      Eagle”);





(j)
              Win
      Bright Shipping Co., Ltd. a company organized under the laws of Malta on
      February 8, 2002 (“Win
      Bright”);





(k)
              Win
      Ever Shipping Co., Ltd., a company organized under the laws of Malta on
      February 8, 2002 (“Win
      Ever”).





(l)
              Win
      Glory S.A., a company organized under the laws of Panama on April 2, 2003
      (“Win
      Glory”).





(m)
              Win
      Moony Shipping Co., Ltd., a company organized under the laws of Malta on
      September 26, 2003 (“Win
      Moony”).





PGL acquired
the following entities in 2009:





(n)
              Win
      Grace Shipping Co., Ltd., a company organized under the laws of Malta on
      September 4, 2003 (“Win
      Grace”).





(o)
              Win
      Hope Shipping Co., Ltd., a company organized under the laws of Malta on
      June 14, 2001 (“Win
      Hope”).





PGL established
the following entities in 2009:





(p)
                      Bodar
      Shipping S.A. is incorporated and registered in Panama on February 12,
      2009 (“Bodar
      Shipping”).(q)
                      Win
      Moony Shipping S.A. was incorporated and registered in Panama on April 30,
      2009 (“Win
      Shipping”).(r)
                      Bao
      Shun Shipping S.A. was incorporated and registered in Panama on June 10,
      2009 (“Bao
      Shun”).




PGL and each of its wholly-owned
subsidiaries set forth above (collectively, the “PGL Group”) are
engaged in ocean transportation of dry bulk cargoes worldwide through the
ownership and operation of dry bulk vessels. The principal business activities
of the PGL Group are ocean transportation and chartering. The operations of
each of the Company’s vessels are managed by Winland Shipping, while the
chartering businesses are managed by Kinki and Bestline. Lancrusier’s primary
business is management and accounting, while Win Star, Bodar, Winland Dalian,
Treasure Way, Win Eagle, Win Bright, Win Ever, Win Glory, Win Moony, Win Grace,
Win Hope, collectively own 11 of the Company’s vessels.





BSL





SkyAce’s
wholly-owned subsidiary BSL was incorporated in the British Virgin Islands
on November 30, 2006. BSL sole business is to act as a holding company for
its wholly-owned subsidiary, Wallis Development Limited, a company organized
under the laws of Hong Kong on December 9, 2006 (“Wallis”). The sole
business of Wallis is to act as a holding company for its wholly-owned
subsidiary, Beijing Huate Xingye Keji Co., Ltd., a company organized under the
laws of the PRC on March 18, 2008 (“Beijing Huate”).
Beijing Huate was formed with the purpose of producing IT software, developing
new products and adopting advanced and applicable technology and scientific
management methods to create economic benefits for its stockholders. It does
this by controlling, through Exclusive Technical Consulting and Service
Agreements and related transaction documents dated as of March 31, 2008
(collectively, the “Service Agreements”,
each of which are referenced as Exhibits herein), DWIS, DWIL and
DSON.


- 6 -





In
compliance with the PRC’s foreign investment restrictions on internet
information services and other laws and regulations, the Company conducts all of
its internet information and media services and advertising in China through
DWIS, DWIL and Shipping Online, each a domestic variable interest entity
(also referred to in this Quarterly Report as a “VIE”). In accordance
with FASB Interpretation No. 46R “Consolidation of Variable Interest Entities”,
an Interpretation of Accounting Research Bulletin No. 51, a VIE is to be
consolidated by a company if that company is subject to a majority of the risk
of loss for the VIE or is entitled to receive a majority of the VIE’s residual
returns. Upon executing the Service Agreements, DWIS, DWIL and Shipping
Online (collectively also known as the “VIEs”) are all
considered VIEs and the Company, through its ownership and control of SkyAce,
BSL, Wallis and Beijing Huate, their primary beneficiary.





Pursuant
to the Service Agreements, Beijing Huate provides on-going technical services
and other services to the VIEs in exchange for substantially all net income of
the VIEs. In addition, the stockholders of the VIEs have pledged all of their
shares in the VIEs to Beijing Huate, representing one hundred percent (100%) of
the total issued and outstanding capital stock of the VIEs, as collateral for
non-payment under the Service Agreements or for fees on technical and other
services due thereunder. Beijing Huate also has the power to appoint all
directors and senior management personnel of the VIEs.




DWIS
  Dalian Winland International
Shipping Agency Co., Ltd. (“DWIS”) was incorporated under the laws of the
PRC on December 5, 2002 by three (3) investors, namely, Dalian Winland Industry
Group Co., Ltd. (“DWIG”), Dalian
Winland Shipping Co., Ltd. (“DWSC”) and Dalian
Weihang Freight Forwarding Co., Ltd. (“DWFF”). At
establishment, the percentage of each party’s equity interest was 51%, 41.5% and
7.5%, respectively. DWIG was incorporated by Li Honglin and Xue Ying having a
60% and 40% interest, respectively. DWSC was incorporated by DWIG and Xue Ying
having a 60% and 40% interest, respectively. DWFF was incorporated by Li Honglin
and Xue Ying having a 66.7% and 33.3% interest, respectively. Thus, Li Honglin
and Xue Ying had owned a 50.5425% and 49.4575% of Winland International
indirectly at inception. According to a share trust instrument agreement
executed in February 2005, Li Honglin transferred 0.5425% of his interest in
Winland International to Xue Ying. Thereafter, Li Honglin and Xue Ying own 50%
each of Winland International as at December 31, 2007 and 2006. The principal
activities of Winland International include shipping agency services, booking
cargo space, storage of goods, and declaration of customs. DWIS owns one of the
Company’s vessels.
 
 DWIL
  Dalian Winland International
Logistics Co., Ltd. (“DWIL”)was incorporated under the laws of the
PRC on July 28, 2003 by three (3) investors, namely, DWIG, DWSC and Winland
International. At establishment, the percentage of each party’s equity interest
was 51%, 47.6% and 1.4%, respectively, and Li Honglin and Xue Ying owned
48.4436% and 51.5564% of DWIL indirectly at inception, respectively. According
to a share trust instrument agreement executed in February 2005, Xue Ying
transferred 1.5564% of her interest in Winland Logistics to Li Honglin.
Thereafter, Li Honglin and Xue Ying each owned 50% of Winland Logistics as of
December 31, 2007 and 2006. The principal activities of Winland Logistics are
freight forwarding services logistics shipping agency services. DWIL owns one of
the Company’s vessels.
 
 Shipping
Online
  Dalian Shipping Online
Network Co., Ltd. (“DSON” or “Shipping Online”) was incorporated under
the laws of the PRC on February 20, 2003 by two (2) investors, namely, Li
Honglin and Xue Ying. At establishment, the percentage of each party’s equity
interest was 80% and 20%, respectively. According to a share trust instrument
executed in February 2005, Li Honglin transferred 30% of his interest of
Shipping Online to Xue Ying. Thereafter, Li Honglin and Xue Ying each owned 50%
of Shipping Online as at December 31, 2006 and 2007. The principal activities of
Shipping Online are providing online services to its members.




Summary
of Current Business of the Company





The Company is a comprehensive, modern
international shipping company with its world headquarters based in China. The
Company is mainly engaged in a comprehensive range of international shipping and
logistics services such as bulk cargo transportation, chartering, shipping
agents, logistics, ship trading, spare parts supplies, crew recruitment and
shipping porter operation, as well as relevant industry news and data analysis
and advertising.





The Company's core business is
international bulk cargo transportation. It has an ocean shipping fleet of 13
vessels, with a self-owned carrying capacity of nearly 200,000
tons.  Through monthly voyage charters and time charters, the Company
can provide carrying capacity of about 1,000,000 tons with shipping lines to
major ports around the world.


- 7 -





In addition, the Company owns and
operates an industrial online portal called “Shipping Online” which is accessed
on the internet at http://www.sol.com.cn.
This website functions as a business platform, providing on-line and off-line
integrated international shipping and logistics services, such as bulk cargo
chartering, container booking, shipping agents, ship trading and building, spare
parts supplies, crew recruitment, as well as shipping news and data analysis;
the off-line operating team is made up of industrial elites and a logistics
network with branches in Beijing, Tianjin, Dalian, Yingkou, Qingdao,
Zhangjiagang, Lianyungang and Shanghai. These branches collectively provide a
full service system with a combination of integrated group and localized
branches.




Providing comprehensive shipping and
logistics services through the internet is not only the innovation and creation
of the Company, but is also the basis of the transition for the entire shipping
industry from a traditional business model to a modern business model. The
Company believes it will create a broad space for development and lead the
accelerated development of the entire shipping industry.





Our operating revenue in 2006 reached
US$59.2 million, of which the net profit was nearly US$7.4 million; as the
global shipping market experienced a breakthrough in development, the Company
has achieved annual operating revenues of US$70.3 million in 2007, net income of
US$21.4 million, enjoying approximately 200% growth as compared with 2006. The
operating revenue of 2008 reached $85.6 million, net income of $19.0 million.
However, the operating revenue and net income for the six (6) months ended June
30, 2009 dropped to $24.9million and a resulted
in a loss of $4.2million, compared with
$52.3million and
$14.1million for
the corresponding period of 2008, respectively.




The performance for the current
reporting period was significantly impacted by the global financial crisis which
resulted in a severely depressed shipping market, offset by the positive output
from management initiatives of cost control and the implementation of our
shipping online portal. The Company intends to steadily expand its capacity and
enlarge the size of its ocean transport fleet by acquiring additional vessels or
businesses at lower prices in light of the current slump in the shipping market.
The Company intends to continue to push forward with its comprehensive shipping
and logistics services with Shipping Online in order to expand its market
share.





The Company executed a Memorandum of
Agreement to purchase a 2003 built handysize vessel (20,212 gross tonnage,
10,948 net tonnage) on June 3, 2009 for a purchase price equal to $20.7 million.
As of August 14, 2009, the Company paid a 10% deposit however it has not
consummated the acquisition.




Summary
of Significant Accounting Policies





Use
of Estimates





The preparation of the consolidated
financial statements in conformity with generally accepted accounting principles
of the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting periods. Management makes these estimates using the best
information available at the time the estimates are made. Actual results could
differ materially from those estimates.





Revenue
Recognition





Revenue
is recognized based on the following four criteria:





(I)
            The
      amount of revenue can be measured reliably;(II)
            It
      is probable that the economic benefits will flow to the
      Company;(III)
            The
      stage of completion at the balance sheet date can be measured
      reliably;(IV)
            The
      costs incurred, or to be incurred can be measured
  reliably.


- 8 -





For dry
bulk shipping service, the allocation of revenue between reporting periods is
based on relative transit time in each reporting period with expenses recognized
as incurred.





For
chartering brokerage services, sales are recognized when the ship leaves
port.




For
shipping agency and freight forwarding services, sales are recognized when the
ship leaves port.





For
online services, sales are recognized according to the stage of completion in
accordance with the service period defined in executed contracts.





Recent
Accounting Pronouncements




Effective January 1, 2009, the Company
adopted Statement of Financial Accounting Standards (“SFAS”) No. 141 (R),
Business Combinations. SFAS No. 141 (R) requires an acquirer to
measure the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree at their fair values on the acquisition
date, with goodwill being the excess value over the net identifiable assets
acquired. The adoption of SFAS No. 141(R) did not have an effect on the
Company’s condensed consolidated financial statements as of June 30,
2009.





Effective
January 1, 2009, the Company adopted SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements. This Statement establishes accounting and
reporting standards that require the ownership interests in subsidiaries’
non-parent owners be clearly presented in the equity section of the balance
sheet; requires the amount of consolidated net income attributable to the parent
and to the noncontrolling interest be clearly identified and presented on the
face of the consolidated statement of income; requires that changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently; requires that when a
subsidiary is deconsolidated, any retained noncontrolling equity investment in
the former subsidiary be initially measured at fair value and the gain or loss
on the deconsolidation of the subsidiary be measured using the fair value of any
noncontrolling equity; requires that entities provide disclosures that clearly
identify the interests of the parent and the interests of the noncontrolling
owners. The adoption of SFAS No. 160 did not have a significant effect on the
Company’s condensed consolidated financial statements as of June 30,
2009.





Effective
January 1, 2009, the Company adopted SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities" ("SFAS No. 161"), which amends SFAS No. 133
and expands disclosures to include information about the fair value of
derivatives, related credit risks and a company's strategies and objectives for
using derivatives. The adoption of SFAS 161 did not have a material effect on
the condensed consolidated financial statements as of June 30,
2009.





Effective
January 1, 2009, the Company adopted Emerging Issues Task Force (“EITF”) Issue
No. 07-05, Determining Whether
an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock(“EITF 07-05”).
EITF 07-05 addresses the determination of whether an instrument (or an embedded
feature) is indexed to an entity's own stock, which is the first part of the
scope exception in paragraph 11(a) of FASB SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities(“SFAS 133”). If an instrument (or an
embedded feature) that has the characteristics of a derivative instrument under
paragraphs 6–9 of SFAS 133 is indexed to an entity's own stock, it is still
necessary to evaluate whether it is classified in stockholders' equity (or would
be classified in stockholders' equity if it were a freestanding instrument).
Other applicable authoritative accounting literature, including Issues EITF
00-19, Accounting for
Derivative Financial Instruments Indexed to, and Potentially Settled in, a
Company Own Stock, and EITF 05-2, The Meaning of “Conventional Debt
Instrument” in Issue No. 00-19, provides guidance for determining whether
an instrument (or an embedded feature) is classified in stockholders' equity (or
would be classified in stockholders' equity if it were a freestanding
instrument). EITF 07-05 does not address that second part of the scope exception
in paragraph 11(a) of SFAS 133. The adoption of EITF 07-05 did not have a
material effect on the condensed consolidated financial statements as of June
30, 2009.





On
April 1, 2009, the FASB approved FSP FAS 141(R)-1, Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies,which amends Statement 141(R) and eliminates the distinction between
contractual and non-contractual contingencies. Under FSP FAS 141(R), an acquirer
is required to recognize at fair value an asset acquired or liability assumed in
a business combination that arises from a contingency if the acquisition-date
fair value of that asset or liability can be determined during the measurement
period. If the acquisition-date fair value cannot be determined, the acquirer
applies the recognition criteria in SFAS No. 5, Accounting for Contingencies
and Interpretation 14, “Reasonable Estimation of the Amount of a Loss – and
interpretation of FASB Statement No. 5,” to determine whether the
contingency should be recognized as of the acquisition date or after it. The
Company is currently evaluating the potential impact of adopting this
statement.


- 9 -





FSP FAS
115-2 and FAS 124-2 amends the other-than-temporary impairment guidance in U.S.
GAAP for debt securities to make the guidance more operational and to improve
the presentation and disclosure of other-than-temporary impairments on debt and
equity securities in the financial statements. It did not amend existing
recognition and measurement guidance related to other-than-temporary impairments
of equity securities. We are required to adopt this FSP for our interim and
annual reporting periods ending after June 15, 2009. This FSP does not
require disclosures for periods presented for comparative purposes at initial
adoption. This FSP requires comparative disclosures only for periods ending
after initial adoption. The Company is currently evaluating the potential impact
of adopting this statement.





On
April 9, 2009, the FASB also approved FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value
of Financial Instrumentsto require disclosures about fair value of
financial instruments in interim period financial statements of publicly traded
companies and in summarized financial information required by APB Opinion
No. 28, Interim Financial
Reporting. We are required to adopt this FSP for our interim and annual
reporting periods ending after June 15, 2009. This FSP does not require
disclosures for periods presented for comparative purposes at initial adoption.
This FSP requires comparative disclosures only for periods ending after initial
adoption. The Company is currently evaluating the potential impact of adopting
this statement.





In June 2009, the FASB issued FAS No.
167 (“FAS 167”), Amendments to FASB Interpretation No. 46(R). FAS 167 amends
FASB 46(R) to require an enterprise to perform an analysis and ongoing
reassessments to determine whether the enterprises variable interest or
interests give it a controlling financial interest in a variable interest entity
and amends certain guidance for determining whether an entity is a variable
interest entity. It also requires enhanced disclosures that will provide users
of financial statements with more transparent information about an enterprises
involvement in a variable interest entity.  FAS 167 is effective as of the
beginning of each reporting entity’s first annual reporting period that begins
after November 15, 2009 and for all interim reporting periods after that. 
The Company is currently evaluating the impact of the adoption of FAS
167.


Results
of Operations




Comparison
of the Results of Operations for the Six Months Ended June 30, 2009 and 2008 (in
U.S. dollars, except otherwise as indicated)





For
      The Six Months Ended June 30,2009
                    
                    
                    2008
                    
                    
                    Increase
      (Decrease)Amount
                    
                    
                    %
      of
                      Revenues
                    
                    
                    Amount
                    
                    
                    %
      of
                      Revenues
                    
                    
                    In
      Amount
                    
                    
                    In
      %Revenues
                    
                    
                    24,870,034
                    
                    
                    
                    100.0
                    %
                    
                    
                    52,320,398
                    
                    
                    
                    100.0
                    %
                    
                    
                    (27,450,364
                    )
                    
                    
                    -52.5
                    %Vessel
      operating expenses
                    
                    
                    21,543,075
                    
                    
                    
                    86.6
                    %
                    
                    
                    29,772,896
                    
                    
                    
                    56.9
                    %
                    
                    
                    (8,229,821
                    )
                    
                    
                    -27.6
                    %Service
      costs
                    
                    
                    1,982,960
                    
                    
                    
                    8.0
                    %
                    
                    
                    2,649,874
                    
                    
                    
                    5.1
                    %
                    
                    
                    (666,914
                    )
                    
                    
                    -25.2
                    %Depreciation
      and amortization
                    
                    
                    3,800,278
                    
                    
                    
                    15.3
                    %
                    
                    
                    3,528,625
                    
                    
                    
                    6.7
                    %
                    
                    
                    271,653
                    
                    
                    
                    7.7
                    %General
      and administrative expenses
                    
                    
                    1,345,055
                    
                    
                    
                    5.4
                    %
                    
                    
                    1,443,336
                    
                    
                    
                    2.8
                    %
                    
                    
                    (98,281
                    )
                    
                    
                    -6.8
                    %Selling
      expenses
                    
                    
                    164,158
                    
                    
                    
                    0.7
                    %
                    
                    
                    -
                    
                    
                    
                    0.0
                    %
                    
                    
                    164,158
                    
                    
                    
                    100.0
                    %Interest
      expense, net
                    
                    
                    (91,726
                    )
                    
                    
                    -0.4
                    %
                    
                    
                    (361,360
                    )
                    
                    
                    -0.7
                    %
                    
                    
                    269,634
                    
                    
                    
                    -74.6
                    %Other
      expense, net
                    
                    
                    (92,509
                    )
                    
                    
                    -0.4
                    %
                    
                    
                    (352,200
                    )
                    
                    
                    -0.7
                    %
                    
                    
                    259,691
                    
                    
                    
                    -73.7
                    %Income
      tax expense
                    
                    
                    (6,553
                    )
                    
                    
                    0.0
                    %
                    
                    
                    (124,002
                    )
                    
                    
                    -0.2
                    %
                    
                    
                    117,449
                    
                    
                    
                    -94.7
                    %Net
      (loss) income
                    
                    
                    (4,156,280
                    )
                    
                    
                    -16.7
                    %
                    
                    
                    14,088,105
                    
                    
                    
                    26.9
                    %
                    
                    
                    (18,244,385
                    )
                    
                    
                    -129.5
                    %Weighted
      Average Shares Outstanding-
      Basic
                    
                    
                    130,000,000
                    
                    
                    
                    
                    
                    
                    
                    106,925,000
                    
                    
                    
                    
                    
                    
                    
                    23,075,000
                    
                    
                    
                    21.6
                    %-
      Diluted
                    
                    
                    130,000,000
                    
                    
                    
                    
                    
                    
                    
                    106,925,000
                    
                    
                    
                    
                    
                    
                    
                    23,075,000
                    
                    
                    
                    21.6
                    %Net
      (loss) income per share-
      Basic
                    
                    
                    (0.03
                    )
                    
                    
                    
                    
                    
                    
                    0.13
                    
                    
                    
                    
                    
                    
                    
                    (0.16
                    )
                    
                    
                    -123.1
                    %-
      Diluted
                    
                    
                    (0.03
                    )
                    
                    
                    
                    
                    
                    
                    0.13
                    
                    
                    
                    
                    
                    
                    
                    (0.16
                    )
                    
                    
                    -123.1
                    %


- 10 -


Revenues





Our
revenues are derived from the operation of:





·
            Dry
      bulk shipping


·
            Chartering
      brokerage


·
            Other
      activities which represent shipping agency and freight forwarding
      services, and online services.





Of the
total revenues, dry bulk shipping, chartering brokerage and other activities
contributed 49.3%, 47.3% and 3.4% for the six months ended June 30, 2009,
respectively, compared with 65.5%, 30.1% and 4.4% for the comparable period in
2008, respectively.





For the
six months ended June 30, 2009, total revenues decreased by approximately $27.5
million, or 52.5%, to $24.9 million from $52.3 million for the six months ended
June 30, 2008. This decrease consisted of a dry bulk shipping decline of $22.0
million, or 64.2%; a chartering brokerage decline of $4.0 million, or 25.3%; and
other activities decline of $1.5 million, or 60.0%.





The
significant decrease in revenue was due to the severity of the decline in the
global shipping market as the effects of the global financial crisis and the
economic recession have broadened and deepened since late 2008. The Baltic Dry
Index, a leading indicator of the global dry bulk shipping market, dropped
approximately 71% for the six months ended June 30, 2009 as compared with the
same period of 2008.





Among
other activities, online services continued to grow. We believe this growth
reflected management’s strategic decision to implement and market the shipping
online portal more aggressively at the beginning of 2009.





Vessel
Operating Expenses




Vessel
operating expenses were incurred in the operation of dry bulk shipping and
chartering brokerage. For the six months ended June 30, 2009, vessel operating
expenses decreased by $8.2 million, or 27.6%, to $21.5 million, compared with
$29.8 million for the comparable period in 2008. This decrease is principally
attributable to the lower fuel rate worldwide as well as decreased business
volume, which resulted in the decrease in fuel and related
consumption.





Service
Costs




Service
costs were incurred in the operation of other activities in our freight
forwarding services. For the six months ended June 30, 2009, service costs
decreased by $0.7 million, or 25.2%, to $2.0 million, compared with $2.6 million
for the comparable period in 2008. This decrease was principally attributable to
less revenue generated from the operation of our freight forwarding
services.


- 11 -





Depreciation
and Amortization




Depreciation
of vessels and amortization of deferred dry dock fees increased by $0.3 million,
or 7.7%, to $3.8 million for the six months ended June 30, 2009, compared with
$3.5 million for the same period in 2008. This increase is attributable to the
increased amortization of dry dock fees of $0.45 million for the six months
ended June 30, 2009, offset by decreased depreciation of $0.15 million as a
result of two vessels being fully depreciated in the six months ended June 30,
2008.





General
and Administrative Expenses




General
and administrative expenses decreased by approximately $0.1 million, or 6.8%, to
$1.3 million for the six months ended June 30, 2009 from $1.4 million for the
same period in 2008. This decrease is mainly attributable to decreased
management costs as a result of management’s strategic cost control initiative
which was established at the beginning of 2009.





Selling
Expenses




Selling
expenses were commissions paid to promote our dry bulk shipping and chartering
brokerage business, which reflected management’s strategy of expanding the
business initiated at the beginning of 2009. For the six months ended June 30,
2009, selling expenses were $0.16 million.





Interest
Expense, Net




Net
interest expense declined significantly by $0.27 million, or 74.6%, to $0.09
million for the six months ended June 30, 2009, compared with approximately
$0.36 million for corresponding period in 2008. This decrease is primarily
attributable to an interest rate decline on bank loans and increased payments to
pay off outstanding long-term bank loans.





Other
Expense, Net





Other
expense decreased by $0.26 million, or 73.7%, to $0.09 million for the six
months ended June 30, 2009, compared with $0.35 million for the six months ended
June 30, 2008. This decrease is mainly attributable to currency translation
resulting from other activities which is deemed to be a reasonable
fluctuation.





Income
Tax Expense





Income
tax was imposed on the taxable income from other activities. For the six months
ended June 30, 2009, income tax expense was $0.007 million as compared with
$0.124 million for the same period in 2008. This difference is mainly
attributable to changes in deferred tax assets and liabilities.





Net
(Loss) Income




Net
income decreased by approximately $18.2 million, or 129.5%, to net loss of
$(4.1) million for the six months ended June 30, 2009 from net income of $14.1
million for the same period in 2008. This decrease is primarily attributable to
a significant decline in revenue, partially offset by decreased interest
expenses and other expenses.





As a
percentage of revenue, net (loss) income was (16.7)% and 26.9% for the six
months ended June 30, 2009 and 2008, respectively. This change was a reflection
of the unprecedented macro-economic environment affecting the shipping market
negatively worldwide.





Net
(Loss) Income Per Share




For both
basic and diluted shares, net (loss) income per share decreased by $0.16, or
123.1%, to net loss of $(0.03) per share for the six months ended June 30, 2009
from $0.13 per share for the same period of 2008. This decrease is attributable
to decreased net income of $18.2 million as well as an increase of 23,075,000
shares during the comparable periods.


- 12 -





Comparison
of the Results of Operations for the Three Months Ended June 30, 2009 and 2008
(in U.S. dollars, except otherwise as indicated)





For
      The Three Months Ended June 30,2009
                    
                    
                    2008
                    
                    
                    Increase
      (Decrease)Amount
                    
                    
                    %
      of
                      Revenues
                    
                    
                    Amount
                    
                    
                    %
      of
                      Revenues
                    
                    
                    In
      Amount
                    
                    
                    In
      %Revenues
                    
                    
                    11,936,089
                    
                    
                    
                    100.0
                    %
                    
                    
                    24,961,972
                    
                    
                    
                    100.0
                    %
                    
                    
                    (13,025,883
                    )
                    
                    
                    -52.2
                    %Vessel
      operating expenses
                    
                    
                    9,843,113
                    
                    
                    
                    82.5
                    %
                    
                    
                    13,375,442
                    
                    
                    
                    53.6
                    %
                    
                    
                    (3,532,329
                    )
                    
                    
                    -26.4
                    %Service
      costs
                    
                    
                    714,473
                    
                    
                    
                    6.0
                    %
                    
                    
                    1,502,819
                    
                    
                    
                    6.0
                    %
                    
                    
                    (788,346
                    )
                    
                    
                    -52.5
                    %Depreciation
      and amortization
                    
                    
                    1,794,742
                    
                    
                    
                    15.0
                    %
                    
                    
                    1,792,203
                    
                    
                    
                    7.2
                    %
                    
                    
                    2,539
                    
                    
                    
                    0.1
                    %General
      and administrative expenses
                    
                    
                    634,857
                    
                    
                    
                    5.3
                    %
                    
                    
                    721,063
                    
                    
                    
                    2.9
                    %
                    
                    
                    (86,206
                    )
                    
                    
                    -12.0
                    %Selling
      expenses
                    
                    
                    72,048
                    
                    
                    
                    0.6
                    %
                    
                    
                    -
                    
                    
                    
                    0.0
                    %
                    
                    
                    72,048
                    
                    
                    
                    0.0
                    %Interest
      expense, net
                    
                    
                    (43,478
                    )
                    
                    
                    -0.4
                    %
                    
                    
                    (160,523
                    )
                    
                    
                    -0.6
                    %
                    
                    
                    117,045
                    
                    
                    
                    -72.9
                    %Other
      income (expense) , net
                    
                    
                    92,433
                    
                    
                    
                    0.8
                    %
                    
                    
                    (49,013
                    )
                    
                    
                    -0.2
                    %
                    
                    
                    141,446
                    
                    
                    
                    -288.6
                    %Income
      tax expense
                    
                    
                    (5,234
                    )
                    
                    
                    0.0
                    %
                    
                    
                    (136,343
                    )
                    
                    
                    -0.5
                    %
                    
                    
                    131,109
                    
                    
                    
                    -96.2
                    %Net
      (loss) income
                    
                    
                    (1,079,423
                    )
                    
                    
                    -9.0
                    %
                    
                    
                    7,224,566
                    
                    
                    
                    28.9
                    %
                    
                    
                    (8,303,989
                    )
                    
                    
                    -114.9
                    %Weighted
      Average Shares Outstanding-
      Basic
                    
                    
                    130,000,000
                    
                    
                    
                    
                    
                    
                    
                    106,925,000
                    
                    
                    
                    
                    
                    
                    
                    23,075,000
                    
                    
                    
                    21.6
                    %-
      Diluted
                    
                    
                    130,000,000
                    
                    
                    
                    
                    
                    
                    
                    106,925,000
                    
                    
                    
                    
                    
                    
                    
                    23,075,000
                    
                    
                    
                    21.6
                    %Net
      (loss) income per share-
      Basic
                    
                    
                    (0.01
                    )
                    
                    
                    
                    
                    
                    
                    0.07
                    
                    
                    
                    
                    
                    
                    
                    (0.08
                    )
                    
                    
                    -114.3
                    %-
      Diluted
                    
                    
                    (0.01
                    )
                    
                    
                    
                    
                    
                    
                    0.07
                    
                    
                    
                    
                    
                    
                    
                    (0.08
                    )
                    
                    
                    -114.3
                    %




Revenues





Our
revenues are derived from the operation of:





·
            Dry
      bulk shipping


·
            Chartering
      brokerage


·
            Other
      activities which represent shipping agency and freight forwarding
      services, and online services





For the
three months ended June 30, 2009, total revenues declined by approximately $13.0
million, or 52.2%, to $11.9 million from $25.0 million for the three months
ended June 30, 2008.


- 13 -





This
significant revenue decrease is attributable to the severity of the decline in
the global shipping market as the effects of the global financial crisis and the
economic recession have broadened and deepened since late 2008. The Baltic Dry
Index, a leading indicator of the global dry bulk shipping market, dropped
approximately 70% for the three months ended June 30, 2009 compared with the
same period of 2008.





Among
other activities, online services continued to grow. This growth reflected
management’s strategic decision to implement and market the shipping online
portal more aggressively at the beginning of 2009.





Vessel
Operating Expenses




Vessel
operating expenses were incurred in the operation of dry bulk shipping and
chartering brokerage. For the three months ended June 30, 2009, vessel operating
expenses decreased by $3.5 million, or 26.4%, to $9.8 million, compared with
$13.4 million for the comparable period in 2008. This decrease is principally
attributable to the lower fuel rate worldwide and a decrease in business volume,
which resulted in the decrease in fuel and related consumption.





Service
Costs




Service
costs were incurred in the operation of other activities in our freight
forwarding services. For the three months ended June 30, 2009, service costs
decreased by $0.8 million, or 52.5%, to $0.7 million, compared with $1.5 million
for corresponding period in 2008. This decrease is principally attributable to
less revenue generated from the operation of our freight forwarding
services.





Depreciation
and Amortization





Depreciation
of vessels and amortization of deferred dry dock fees were $1.8 million for the
three months ended June 30, 2009. There was no significant fluctuation between
the two periods.





General
and Administrative Expenses




General
and administrative expenses decreased by approximately $0.09 million, or 12.0%,
to $0.6 million for the three months ended June 30, 2009 from $0.7 million for
the same period in 2008. This decrease is mainly attributable to decreased
management costs as a result of management’s strategic cost control initiative
which was established at the beginning of 2009.





Selling
Expenses




Selling
expenses were commissions paid to promote dry bulk shipping and chartering
brokerage business, which reflected management’s strategy of expanding the
business which was initiated at the beginning of 2009. For the three months
ended June 30, 2009, selling expenses were $0.07 million.





Interest
Expense, Net




Net
interest expense declined significantly by $0.12 million, or 72.9%, to $0.04
million for the three months ended June 30, 2009, compared with approximately
$0.16 million for corresponding period in 2008. This decrease is primarily
attributable to an interest rate decline on bank loans and increased payments to
pay off outstanding long-term bank loans.





Other
Income (Expense), Net





Other
income was $0.09 million for the three months ended June 30, 2009, compared with
other expense of $0.05 million for the three months ended June 30, 2008. This
difference is deemed to be a reasonable fluctuation.


- 14 -


Income
Tax Expense





Income
tax was imposed on the taxable income from other activities. For the three
months ended June 30, 2009, income tax expense was $0.005 million as compared
with $0.136 million for the same period in 2008. This difference is mainly
attributable to changes of deferred tax assets and liabilities during the
comparable periods.





Net
(Loss) Income




Net
income decreased by approximately $8.3 million, or 114.9%, to net loss of $1.1
million for the three months ended June 30, 2009 from net income of $7.2 million
for the same period in 2008. This decrease is primarily attributable to the
significant decline in revenue, partially offset by decreased interest expenses
and incurred other income.





As a
percentage of revenue, net (loss) income was (9.0)% and 28.9% for the three
months ended June 30, 2009 and 2008, respectively. This change is a reflection
of the unprecedented macro-economic environment affecting the shipping market
negatively worldwide.





Net
(Loss) Income Per Share




For both
basic and diluted shares, net (loss) income per share decreased by $0.08, or
114.3%, to net loss of ($0.01) per share for the three months ended June 30,
2009 from $0.07 per share for the same period of 2008. This decrease is
attributable to decreased net income of $8.3 million as well as an increase of
23,075,000 shares during the comparable periods.


- 15 -




Liquidity
and Capital Resources




Working
Capital




We
had a working capital deficit of $3.9 million at June 30, 2009 as compared to a
working capital of $1.7 million at December 31, 2008. This is principally
attributable to decreased cash and cash equivalents resulting from the net loss
of $4.2 million, cash used in operating activities of $1.3 million, and cash
used in investing activities of $2.1 million for the six months ended June 30,
2009 compared with the net income of $14.1 million, cash provided by operating
activities of $18.3 million, and cash used in investing activities of $0.08
million for the corresponding period in 2008, respectively; offset by decreased
cash used in financing activities to $2.4 million from $12.5 million for the
comparable periods.




Operating
Activities




For the
six months ended June 30, 2009, our cash used in operating activities was $1.3
million. This is primarily attributable to our net loss of $4.2 million adjusted
by amortization of $2.1 million and depreciation of $1.7 million; to increased
dry docking cost of $1.7 million and other receivables of $0.8 million. These
were offset by decreased inventories of $0.7 million and increased accounts
payable of $0.8 million.




For the
six months ended June 30, 2008, our cash provided by operating activities of
$18.3 million is primarily attributable to the net income of $14.1 million with
adjustments of amortization of $1.7 million and depreciation of $1.8 million;
decreased prepayments of $2.1 million and other receivables of $0.5 million; and
increased other current liabilities of $0.6 million. These were offset by
increased inventories of $0.6 million, decreased advance from customers of $1.5
million and accounts payable of $0.7 million.




Investing
Activities




Net cash
used in investing activities for the six months ended June 30, 2009 was $2.1
million. This was a deposit to purchase a new vessel.




For the
six months ended June 30, 2008, net cash used in investing activities was $0.08
million which was used to purchase fixed assets.




Financing
Activities




Net cash
used in our financing activities was $2.4 million for the six months ended June
30, 2009. It mainly included repayments to related parties of $1.9 million,
repayments of long-term loans of $1.4 million and repayments of long-term notes
payable of $0.2 million, offset by advances from related parties of $1.1
million.




For the
six months ended June 30, 2008, net cash used in our financing activities was
$12.5 million. It principally included payment of dividends of $48.2 million,
advances to related parties of $2.5 million and repayments of long-term loan of
$1.4 million, long-term notes payable of $0.5 million and capital lease
obligation of $1.0 million; offset by the proceeds from related parties of $41.0
million.




To face
the challenges of a global financial crisis and a depressed shipping market, we
have taken effective initiatives to increase profitability by pushing forward
the implementation of our online portal, which has resulted in sales increases.
We have developed cost control strategies on cutting vessel management
costs as well as general management costs.  We have carried out our
strategies to collect outstanding balances while maintaining strong business
relationships with our customers. To improve liquidity, we changed the
registrations of the flags of two vessels. With new registrations, we believe
dry dock fees will continue to decrease while such vessels keep meeting the
standards of certification and inspection. We obtained a short-term credit line
from Shanghai Development Bank for $1,168,770 and the full amount was available
at June 30, 2009. To fund a new vessel purchase, we obtained a long-term loan
subsequent to June 30, 2009.


- 16 -




Our
principal capital sources are cash flow from operations and short and long-term
bank debt. We believe that cash flow from our operations will improve as
business operations rebound. We believe that existing cash and resources from
our credit facilities are sufficient to meet our projected operating
requirements for the next twelve months.




Capital
Expenditures




We will
make capital expenditures in connection with a vessel purchase. We will incur
capital expenditures for the implementation of our shipping online portal and
dry dockings of our fleet for the next twelve months.




Material
Commitments/Tabular Disclosure of Contractual Obligations





The
repayment schedule for the principal amount of long-term bank loans is as
follows:





Period Ended June 30,
                    
                    Amount2010
                    
                    $
                    2,811,6722011
                    
                    
                    2,811,6722012
                    
                    
                    1,051,968Thereafter
                    
                    
                    58,286Total
                    
                    $
                    6,733,598




The
repayment schedule for long-term notes payable is as follows:





Period Ended June 30,
                  
                  Amount2010
                  
                  $
                  90,135Thereafter
                  
                  
                  2,958,450Total
                  
                  $
                  3,048,585





As of
June 30, 2009, future minimum payments required under non-cancelable leases
are:





Period Ended June 30,
                  
                  Amount2010
                  
                  
                  85,9252011
                  
                  
                  19,608Total
                  
                  $
                  105,533




On June 3, 2009, the Company signed a
memorandum of agreement to purchase a vessel for $20,700,000. Subsequent to June
30, 2009, the Company executed an addendum to amend the delivery date. Of the
$20,700,000, $18,630,000 will be due upon the vessel’s delivery. On July 7,
2009, the Company obtained a loan from Mitsubishi UFJ Lease & Finance
Company Limited for $14,490,000 to fund the purchase of the vessel. The loan is
to be repaid in eighty-four (84) monthly payments with an interest rate at the
Japanese LIBOR plus 2.3%.




Off-Balance
Sheet Arrangements




None.





ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not
required for a “smaller reporting company”.





ITEM
4T. CONTROLS AND PROCEDURES





Disclosure
Controls and Procedures


- 17 -





Under the supervision and with the
participation of our management, including our principal executive officer and
principal financial officer, we conducted an evaluation of the effectiveness of
the design and operation of our disclosure controls and procedures, as defined
in Rule 13a-15(e) under the Exchange Act. Based on this evaluation, our
management, including our principal executive officer and our principal
financial officer, concluded that our disclosure controls and procedures were
effective as of the fiscal quarter covered by this report, to ensure that
information required to be disclosed by us in the reports filed or submitted by
us under the Exchange Act (i) is recorded, processed, summarized and
reported within the time period specified in SEC rules and forms, and
(ii) is accumulated and communicated to our management, including our
principal executive officer and our principal financial officer, as appropriate
to allow appropriate decisions on a timely basis regarding required
disclosure.




Internal
Control over Financial Reporting





There were no changes in internal
control over financial reporting that occurred during the fiscal quarter covered
by this report that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.





- 18 -


PART
II


OTHER
INFORMATION





ITEM
1.  LEGAL PROCEEDINGS





In the normal course of business, we
are named as a defendant in lawsuits in which claims are asserted against us. In
our opinion, the liabilities, if any, which may ultimately result from such
lawsuits, are not expected to have a material adverse effect on our financial
position, results of operations or cash flows. As of June 30, 2009, the claim of
approximately $501,640(including interest) by
Sinoriches Global Ltd. in connection with a voyage charter contract dispute is
in arbitration.





ITEM
1A. RISK FACTORS





Not
required for a "smaller reporting company".





ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





None.





ITEM
3. DEFAULTS UPON SENIOR SECURITIES





None.





ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS





None.





ITEM
5. OTHER INFORMATION





The Company executed a Memorandum of
Agreement to purchase a 2003 built handysize vessel (20,212 gross tonnage,
10,948 net tonnage) on June 3, 2009 for a purchase price equal to $20.7 million.
As of August 14, 2009, the Company paid a 10% deposit however it has not
consummated the acquisition.





Effective
August 3, 2009, the Company changed its registered agent in the State of Texas
to CorpDirect Agents, Inc., 815 Brazos Street, Suite 500, Austin, Texas
78701.





ITEM
6. EXHIBITS





(a) Exhibits:




EXHIBIT
                        NO.
                      
                      DESCRIPTION
                      
                      LOCATION2.1
                      
                      Share
      Exchange Agreement, dated August 12, 2008, by and among Trip Tech, Inc.,
      SkyAce Group Limited and Pioneer Creation Holdings Limited
                      
                      Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 20083.1
                      
                      Articles
      of Incorporation of Trip Tech, Inc.
                      
                      Incorporated
      by reference to Exhibit 3.1 to the Company’s Registration Statement on
      Form SB-2 as filed with the SEC on May 14, 20073.2
                      
                      Amended
      and Restated Bylaws of Trip Tech, Inc. dated as of August 27,
      2008
                      
                      Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on September 29,
2008


- 19 -





3.3
            
            Memorandum
      and Articles of Associationof SkyAce Group
      Limited
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 20083.4
            
            Certificate
      of Incorporation of SkyAce Group Limited
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 20083.5
            
            Memorandum
      and Articles of Association of Plentimillion Group Limited
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 20083.6
            
            Certificate
      of Incorporation of Plentimilllion Group Limited
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 20083.7
            
            Memorandum
      and Articles of Association of Best Summit Enterprises
    Limited
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 20083.8
            
            Certificate
      of Incorporation of Best Summit Enterprises Limited
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 20083.9
            
            Memorandum
      and Articles of Association of Wallis Development Limited
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 20083.10
            
            Certificate
      of Incorporation of Wallis Development Limited
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 20083.11
            
            Articles
      of Association of Beijing Huate Xingye Keji Co. Ltd.
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 20083.12
            
            Certificate
      of Incorporation of Beijing Huate Xingye Keji Co. Ltd.
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 20083.13
            
            Certificate
      of Correction to Trip Tech’s Articles of Incorporation, dated August 11,
      2008
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 20083.14
            
            Certificate
      of Amendment to Certificate of Incorporation of the Company, dated
      September 24, 2008
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on September 29, 20083.15
            
            Certificate
      of Corporate Resolutions Designating Series A Preferred Stock of the
      Company, dated August 12, 2008
            
            Incorporated
      by reference to Exhibit 3.15 to the Company’s Annual Report on Form 10-K
      as filed with the SEC on March 31, 200910.1
            
            Exclusive
      Technology Consultation Service Agreement, dated March 31, 2008, by and
      among Beijing Huate Xingye Keji Co. Ltd. and Winland
      International
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 2008


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10.2
            
            Exclusive
      Technology Consultation Service Agreement, dated March 31, 2008, by and
      among Beijing Huate Xingye Keji Co. Ltd. and Winland
    Logistics
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 200810.3
            
            Exclusive
      Technology Consultation Service Agreement, dated March 31, 2008, by and
      among Beijing Huate Xingye Keji Co. Ltd. and Shipping
    Online
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 200810.4
            
            Exclusive
      Equity Interest Purchase Agreement, dated March 31, 2008, by and among
      Wallis Development Limited, Dalian Winland International Shipping Agency
      Co., Ltd. and Dalian Winland Group Co., Ltd.
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 200810.5
            
            Exclusive
      Equity Interest Purchase Agreement, dated March 31, 2008, by and among
      Wallis Development Limited, Dalian Winland International Shipping Agency
      Co., Ltd. and Dalian Weihang Logistic Agent Co., Ltd.
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 200810.6
            
            Exclusive
      Equity Interest Purchase Agreement, dated March 31, 2008, by and among
      Wallis Development Limited, Dalian Winland International Shipping Agency
      Co., Ltd. and Dalian Winland Shipping Co., Ltd.
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 200810.7
            
            Exclusive
      Equity Interest Purchase Agreement, dated March 31, 2008, by and between
      Wallis Development Limited, Dalian Winland International Logistics Co.,
      Ltd. and Dalian Winland Group Co., Ltd.
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 200810.8
            
            Exclusive
      Equity Interest Purchase Agreement, dated March 31, 2008, by and between
      Wallis Development Limited, Dalian Winland International Logistics Co.,
      Ltd. and Dalian Winland Shipping Co., Ltd.
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 200810.9
            
            Exclusive
      Equity Interest Purchase Agreement, dated March 31, 2008, by and between
      Wallis Development Limited, Dalian Winland International Logistics Co.,
      Ltd. and Dalian Winland International Shipping Agency Co.,
      Ltd.
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 200810.10
            
            Exclusive
      Equity Interest Purchase Agreement, dated March 31, 2008, by and among
      Wallis Development Limited, Dalian Shipping Online Network Co., Ltd. and
      Li Honglin
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 200810.11
            
            Exclusive
      Equity Interest Purchase Agreement, dated March 31, 2008, by and among
      Wallis Development Limited, Dalian Shipping Online Network Co., Ltd. and
      Xue Ying
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 2008


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10.12
            
            Equity
      Interest Pledge Agreement, dated March 31, 2008, by and between Beijing
      Huate Xingye Keji Co. Ltd. and Dalian Winland Group Co.
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 200810.13
            
            Equity
      Interest Pledge Agreement, dated March 31, 2008, by and between Beijing
      Huate Xingye Keji Co. Ltd. and Dalian Winland Shipping Co.,
      Ltd.
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 200810.14
            
            Equity
      Interest Pledge Agreement, dated March 31, 2008, by and between Beijing
      Huate Xingye Keji Co. Ltd. and Dalian Weihang Logistic Agent Co.,
      Ltd.
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 200810.15
            
            Equity
      Interest Pledge Agreement, dated March 31, 2008, by and between Beijing
      Huate Xingye Keji Co. Ltd. and Dalian Winland International Logistics Co.,
      Ltd.
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 200810.16
            
            Equity
      Interest Pledge Agreement, dated March 31, 2008, by and between Beijing
      Huate Xingye Keji Co. Ltd. and Dalian Winland Group Co.
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 200810.17
            
            Equity
      Interest Pledge Agreement, dated March 31, 2008, by and between Beijing
      Huate Xingye Keji Co. Ltd. and Winland Shipping Co., Ltd.
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 200810.18
            
            Equity
      Interest Pledge Agreement, dated March 31, 2008, by and between Beijing
      Huate Xingye Keji Co. Ltd. and Li Honglin
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 200810.19
            
            Equity
      Interest Pledge Agreement, dated March 31, 2008, by and between Beijing
      Huate Xingye Keji Co. Ltd. and Xue Ying
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 200810.20
            
            Powers
      of Attorney, dated March 31, 2008, executed by Dalian Winland Group Co.,
      Ltd., Dalian Winland Shipping Co., Ltd. and Dalian Weihang Logistic Agent
      Co., Ltd. in favor of Beijing Huate Xingye Keji Co. Ltd. For Dalian
      Winland International Shipping Agency Co., Ltd.
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 200810.21
            
            Powers
      of Attorney, dated March 31, 2008, executed by Dalian Winland Group Co.,
      Ltd., Dalian Winland Shipping Co., Ltd. and Dalian Winland International
      Shipping Agency Co., Ltd. in favor of Beijing Huate Xingye Keji Co. Ltd.
      for Dalian Winland International Logistics Co., Ltd.
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 200810.22
            
            Powers
      of Attorney, dated March 31, 2008, executed by Li Honglin and Xue Ying in
      favor of Beijing Huate Xingye Keji Co. Ltd. and Dalian Shipping Online
      Network Co., Ltd.
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 200814.1
            
            Code
      of Ethics
            
            Incorporated
      by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-KSB
      as filed with the SEC on March 28,
2008


- 22 -





21
            
            List
      of Subsidiaries
            
            Incorporated
      by reference to the Company’s Current Report on Form 8-K as filed with the
      SEC on August 12, 200831.1
            
            Certifications
      of the Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
            
            Provided
      herewith31.2
            
            Certifications
      of the Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
            
            Provided
      herewith32.1
            
            Certification
      Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of
      the Sarbanes-Oxley Act Of 2002
            
            Provided
      herewith32.2
            
            Certification
      Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of
      the Sarbanes-Oxley Act Of 2002
            
            Provided
      herewith99.1
            
            Audit
      Committee Charter, dated January 15, 2009
            
            Incorporated
      by reference Exhibit 99.1 to the Company’s Current Report on Form 8-K as
      filed with the SEC on January 20, 200999.2
            
            Compensation
      Committee Charter, dated January 15, 2009
            
            Incorporated
      by reference Exhibit 99.2 to the Company’s Current Report on Form 8-K as
      filed with the SEC on January 20, 200999.3
            
            Corporate
      Governance and Nominating Committee Charter, dated January 15,
      2009
            
            Incorporated
      by reference Exhibit 99.3 to the Company’s Current Report on Form 8-K as
      filed with the SEC on January 20,
2009


- 23 -


SIGNATURES





Pursuant
to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this Amendment No. 1 to Form
10-Q to be signed on its behalf by the undersigned, thereunto duly
authorized.




Date: August
      14, 2009
                By:
                /s/
      Xue YingName:
                Xue
      YingIts:
                Chief
      Executive Officer, Principal Executive Officer,
                  Secretary
      and DirectorDate: August
      14, 2009
                By:
                /s/
      Jing YanName:
                Jing
      YanIts:
                Chief
      Financial Officer, Principal Financial and
                  Accounting
      Officer


- 24 -