UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 
 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 March 31, 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 May 14, 2009:  130,000,000 shares of common
stock.
 
 
  TABLE
OF CONTENTS
 
 PART
      I FINANCIAL INFORMATION
                          F-1ITEM
      1.
                          FINANCIAL
      STATEMENTS
                          F-1ITEM
      2.
                          MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                          2ITEM
      3.
                          QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                          12ITEM
      4T.
                          CONTROLS
      AND PROCEDURES
                          12PART
      II OTHER INFORMATION
                          14ITEM
      1.
                          LEGAL
      PROCEEDINGS
                          14ITEM
      1A.
                          RISK
      FACTORS
                          14ITEM
      2.
                          UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
                          14ITEM
      3.
                          DEFAULTS
      UPON SENIOR SECURITIES
                          14ITEM
      4.
                          SUBMISSION
      OF MATTERS TO A VOTE OF SECURITYHOLDERS
                          14ITEM
      5.
                          OTHER
      INFORMATION
                          14ITEM
      6.
                          EXHIBITS
                          14SIGNATURES
                          19
  - 1-
  PART
I
 FINANCIAL
INFORMATION
 
 ITEM
1. FINANCIAL STATEMENTS
 
 WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
KNOWN TRIP TECH, INC.) AND SUBSIDIARIES
 
 FINANCIAL
STATEMENTS
 TABLE
OF CONTENTS
 
 PageCONDENSED
      CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2009 (UNAUDITED) AND DECEMBER
      31, 2008
                        
                        F-2CONDENSED
      CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME FOR THE THREE
      MONTHS ENDED MARCH 31, 2009 AND 2008 (UNAUDITED)
                        
                        F-4CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31,
      2009 AND 2008 (UNAUDITED)
                        
                        F-5NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED
      MARCH 31, 2009 AND 2008 (UNAUDITED)
                        
                        F-8
  F-1
  WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED BALANCE SHEETS
 
 ASSETS
 
 March 31, 2009
                      
                      
                      December 31, 2008(Unaudited)CURRENT
      ASSETSCash
      and cash equivalents
                      
                      $
                      5,844,416
                      
                      
                      $
                      8,233,588Accounts
      receivable
                      
                      
                      1,515,513
                      
                      
                      
                      1,719,599Inventories
                      
                      
                      1,526,508
                      
                      
                      
                      2,560,644Prepayments
                      
                      
                      880,375
                      
                      
                      
                      766,236Other
      receivables and other current assets
                      
                      
                      67,151
                      
                      
                      
                      56,902Deferred
      taxes
                      
                      
                      3,358
                      
                      
                      
                      5,427Due
      from related parties
                      
                      
                      3,049,132
                      
                      
                      
                      760,256Total
      current assets
                      
                      
                      12,886,453
                      
                      
                      
                      14,102,652Vessels,
      net
                      
                      
                      25,599,710
                      
                      
                      
                      26,411,907Fixed
      assets, net
                      
                      
                      216,664
                      
                      
                      
                      236,194Deferred
      dry dock fees, net
                      
                      
                      10,430,388
                      
                      
                      
                      11,034,686Other
      intangible assets
                      
                      
                      3,652
                      
                      
                      
                      3,647Total
      long-term assets
                      
                      
                      36,250,414
                      
                      
                      
                      37,686,434TOTAL
      ASSETS
                      
                      $
                      49,136,867
                      
                      
                      $
                      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 BALANCE SHEETS
  LIABILITIES AND
SHAREHOLDERS’ EQUITY
 
 March 31, 2009
                    
                    
                    December 31, 2008(Unaudited)CURRENT
      LIABILITIESAccounts
      payable
                    
                    $
                    4,447,552
                    
                    
                    $
                    5,125,527Current
      portion of long-term bank loans
                    
                    
                    2,811,672
                    
                    
                    
                    2,811,672Current
      portion of long-term notes payable
                    
                    
                    181,802
                    
                    
                    
                    273,469Advances
      from customers
                    
                    
                    818,532
                    
                    
                    
                    629,594Accrued
      expenses
                    
                    
                    844,828
                    
                    
                    
                    1,172,472Due
      to related parties
                    
                    
                    2,494,581
                    
                    
                    
                    768,586Taxes
      payable
                    
                    
                    7,424
                    
                    
                    
                    9,707Deferred
      revenue
                    
                    
                    118,650
                    
                    
                    
                    97,506Other
      current liabilities
                    
                    
                    1,990,310
                    
                    
                    
                    1,536,850Deferred
      tax liabilities
                    
                    
                    1,671
                    
                    
                    
                    -Total
      current liabilities
                    
                    
                    13,717,022
                    
                    
                    
                    12,425,383LONG-TERM
      LIABILITIESLong-term
      portion of bank loans
                    
                    
                    4,624,844
                    
                    
                    
                    5,327,762Long-term
      portion of notes payable
                    
                    
                    2,958,104
                    
                    
                    
                    2,954,393Deferred
      taxes liabilities
                    
                    
                    2,454
                    
                    
                    
                    5,231Total
      long-term liabilities
                    
                    
                    7,585,402
                    
                    
                    
                    8,287,386TOTAL
      LIABILITIES
                    
                    
                    21,302,424
                    
                    
                    
                    20,712,769COMMITMENTS
      AND CONTINGENCIESSHAREHOLDERS’
      EQUITYCommon
      stock, $0.001 per share; 200,000,000 shares authorized, 130,000,000 shares
      issued and outstanding at March 31, 2009 and December 31, 2008,
      respectively
                    
                    
                    130,000
                    
                    
                    
                    130,000Preferred
      stock, $0.001 per share; 20,000,000 shares authorized; 0 shares issued and
      outstanding at March 31, 2009 and December 31, 2008,
      respectively
                    
                    
                    -
                    
                    
                    
                    -Additional
      paid-in capital
                    
                    
                    3,322,966
                    
                    
                    
                    3,322,966Accumulated
      other comprehensive income
                    
                    
                    712,522
                    
                    
                    
                    758,511Retained
      earnings
                    
                    
                    23,668,955
                    
                    
                    
                    26,864,840Total
      Shareholders’ Equity
                    
                    
                    27,834,443
                    
                    
                    
                    31,076,317TOTAL
      LIABILITIES AND SHAREHOLDERS’ EQUITY
                    
                    $
                    49,136,867
                    
                    
                    $
                    51,789,086
 
 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 March 31,2009
                  
                  
                  2008REVENUES
                  
                  $
                  12,528,173
                  
                  
                  $
                  27,383,063COSTS
      AND EXPENSESVessel
      operating expenses
                  
                  
                  11,454,217
                  
                  
                  
                  16,575,212Service
      costs
                  
                  
                  1,268,861
                  
                  
                  
                  1,165,598Depreciation
      and amortization
                  
                  
                  2,005,536
                  
                  
                  
                  2,061,047General
      and administrative expense
                  
                  
                  653,078
                  
                  
                  
                  546,774Selling
      expense
                  
                  
                  92,110
                  
                  
                  
                  35,085TOTAL
      COSTS AND EXPENSES
                  
                  
                  15,473,802
                  
                  
                  
                  20,383,716OTHER
      INCOME (EXPENSES)Interest
      expense, net
                  
                  
                  (52,186
                  )
                  
                  
                  (523,966
                  )Other
      (expense) income, net
                  
                  
                  (196,748
                  )
                  
                  
                  293,041(LOSS)
      INCOME FROM OPERATIONS BEFORE INCOME TAXES
                  
                  
                  (3,194,563
                  )
                  
                  
                  6,768,422INCOME
      TAX EXPENSE (BENEFIT)
                  
                  
                  1,322
                  
                  
                  
                  (9,436
                  )NET
      (LOSS) INCOME
                  
                  
                  (3,195,885
                  )
                  
                  
                  6,777,858OTHER
      COMPREHENSIVE INCOMEForeign
      currency translation (loss) gain
                  
                  
                  (45,990
                  )
                  
                  
                  181,533COMPREHENSIVE
      (LOSS) INCOME
                  
                  $
                  (3,241,875
                  )
                  
                  $
                  6,959,391
 
 See
accompanying notes to the condensed consolidated financial
statements.
 
 F-4
 
 WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
 AND
COMPREHENSIVE INCOME (UNAUDITED)
 
 Three
      Months Ended March 31,2009
                  
                  
                  2008Weighted
      average shares outstanding-
      Basic
                  
                  
                  130,000,000
                  
                  
                  
                  106,925,000-
      Diluted
                  
                  
                  130,000,000
                  
                  
                  
                  106,925,000Net
      (loss) income per share-
      Basic
                  
                  $
                  (0.02
                  )
                  
                  $
                  0.06-
      Diluted
                  
                  $
                  (0.02
                  )
                  
                  $
                  0.06
 
 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)
 
 Three Months Ended March 31,2009
                          
                          
                          2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      (loss) income
                          
                          $
                          (3,195,885
                          )
                          
                          $
                          6,777,858Adjustments
      to reconcile net income (loss) to net cash (used in) provided by operating
      activities:Depreciation
                          
                          
                          836,164
                          
                          
                          
                          968,302Amortization
                          
                          
                          1,169,372
                          
                          
                          
                          1,092,745Discount
      on long term notes payable
                          
                          
                          3,938
                          
                          
                          
                          12,482Amortization
      of capital lease obligations
                          
                          
                          -
                          
                          
                          
                          31,649Deferred
      taxes
                          
                          
                          963
                          
                          
                          
                          (14,746
                          )Changes
      in operating assets and liabilities:(Increase)
      Decrease In:Accounts
      receivable
                          
                          
                          204,086
                          
                          
                          
                          (1,907,762
                          )Inventories
                          
                          
                          1,034,135
                          
                          
                          
                          (344,784
                          )Prepayments
                          
                          
                          (114,139
                          )
                          
                          
                          2,673,368Other
      receivables and other current assets
                          
                          
                          (12,865
                          )
                          
                          
                          639,689Deferred
      revenue
                          
                          
                          21,144
                          
                          
                          
                          -Deferred
      dry dock fees
                          
                          
                          (565,074
                          )
                          
                          
                          -Increase
      (Decrease) In:Accounts
      payable
                          
                          
                          (677,975
                          )
                          
                          
                          1,280,026Advance
      from customers
                          
                          
                          188,938
                          
                          
                          
                          (2,509,225
                          )Accrued
      expenses
                          
                          
                          (327,645
                          )
                          
                          
                          (127,393
                          )Taxes
      payable
                          
                          
                          (2,283
                          )
                          
                          
                          (9,898
                          )Other
      current liabilities
                          
                          
                          453,460
                          
                          
                          
                          251,830Net
      cash (used in) provided by operating activities
                          
                          
                          (983,666
                          )
                          
                          
                          8,814,141CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchases
      of fixed assets
                          
                          
                          (513
                          )
                          
                          
                          (20,419
                          )Net
      cash used in investing activities
                          
                          
                          (513
                          )
                          
                          
                          (20,419
                          )CASH
      FLOWS FROM FINANCING ACTIVITIES:Repayments
      of long-term loans
                          
                          
                          (702,918
                          )
                          
                          
                          (702,918
                          )Repayments
      of long-term notes payable
                          
                          
                          (95,605
                          )
                          
                          
                          (57,116
                          )Repayments
      of capital lease obligations
                          
                          
                          -
                          
                          
                          
                          (549,000
                          )Proceeds
      from related parties
                          
                          
                          1,725,995
                          
                          
                          
                          43,112,914Advances
      to related parties
                          
                          
                          (2,286,260
                          )
                          
                          
                          -Payment
      of dividends
                          
                          
                          -
                          
                          
                          
                          (48,213,871
                          )Net
      cash used in financing activities
                          
                          
                          (1,358,788
                          )
                          
                          
                          (6,409,991
                          )
 
 See
accompanying notes to the condensed consolidated financial
statements.
 
 F-6
  WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 
 Three
      Months Ended March 31,2009
                          
                          
                          2008NET
      (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
                          
                          
                          (2,342,967
                          )
                          
                          
                          2,383,731Effect
      of exchange rate changes on cash
                          
                          
                          (46,205
                          )
                          
                          
                          35,808Cash
      and cash equivalents at beginning of period
                          
                          
                          8,233,588
                          
                          
                          
                          2,673,258CASH AND CASH EQUIVALENTS AT END OF
      YEAR
                          
                          $
                          5,844,416
                          
                          
                          $
                          5,092,797SUPPLEMENTARY CASH FLOW
      INFORMATION:Interest
      paid
                          
                          $
                          48,248
                          
                          
                          $
                          200,837Income
      taxes paid
                          
                          $
                          2,030
                          
                          
                          $
                          -
 
 See
accompanying notes to the condensed consolidated financial
statements.





F-7




WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
MARCH 31, 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 (“SGL”) and Pioneer Creation Holdings Limited (“PCH”).
PCH is the sole shareholder of SGL. As a result of the share exchange, Trip Tech
acquired all of the issued and outstanding securities of SGL 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.
SGL 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 SGL. Accordingly, the condensed consolidated and combined
statements of income include the results of operations of SGL from January 1,
2008, and the results of operations of WLOL from the acquisition date through
March 31, 2009.




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




Winland
Online Shipping Holdings Corporation (the “Company”) and subsidiaries 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 loss of $3,195,885, and cash used in operations was $983,666
for the three months ended March 31, 2009. The Company also had a working
capital deficit of $830,569 at March 31, 2009. This was principally due to the
Company using cash to pay long-term loans and amounts due to related parties. To
improve liquidity, the Company plans to change the registrations of the flags of
two of its vessels. With new registrations, the Company believes dry dock fees
will decrease significantly while such vessels continue to meet the standards of
certification and inspection. The Company received a credit line from a bank to
increase its cash resources. See Note 14.




F-8




WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
MARCH 31, 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)
            SGL
      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 SGL and incorporated
      in BVI.





c)
            Best
      Summit Enterprise Limited (“BSL”) is a wholly-owned subsidiary of SGL 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-9





WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
MARCH 31, 2009 AND 2008
 (UNAUDITED)


3.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)





(b)
            Principles
      of Consolidation (Continued)





n)
            Beautiful
      Queen Shipping Co. was registered in Hong Kong and was disposed by the
      Company in February, 2007.





o)
            Kinki
      International Industrial Limited is registered in Hong Kong, managing
      chartering business of vessels.





p)
            Bestline
      Shipping Limited is registered in Hong Kong, managing chartering business
      of vessels.





q)
            Lancrusier
      Development Co., Limited is registered in Hong Kong, management and
      accounting of the above companies.





r)
            Win
      Glory S.A. is incorporated in Panama, registered in Hong
    Kong.





s)
            Win
      Grace Shipping Co., Limited is incorporated and registered in
      Malta.





t)
            Win
      Hope Shipping Co., Limited is incorporated and registered in
      Malta.




u)
            Win
      Moony Shipping Co., Limited is incorporated and registered in
      Malta.





v)
              Bodar
      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”) is incorporated under the laws
      of PRC. The principal activities of DSON are providing online service for
      the members.





As of
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.




The
Company applied the provision of FASB Interpretation No. 46R statement,
“Consolidation of Variable Interest Entities” (“FIN 46R”), a variable interest
entities (“VIEs”) 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 VIE’s residual returns. As a result, DWIS, DWIL and DSON became the
Company’s VIEs as of March 31, 2008.




F-10




WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)


3.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)





(b)
            Principles
      of Consolidation (Continued)





The
Company adopted SFAS No. 141 statement, which requires the consolidated
financial statements as of March 31, 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 for the three months ended March
31, 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 Three
                    Months Ended
                    March 31, 2009
                  
                  
                  For The Three
                    Months Ended
                    March 31, 2008
                  
                  
                  March 31,
                    2009
                  
                  
                  December 31,
                    2008(Unaudited)
                  
                  
                  (Unaudited)
                  
                  
                  (Unaudited)Company
      A
                  
                  
                  14.30
                  %
                  
                  
                  5.00
                  %
                  
                  
                  1.13
                  %
                  
                  
                  7.13
                  %Company
      B
                  
                  
                  8.70
                  %
                  
                  
                  -
                  
                  
                  
                  28.5
                  %
                  
                  
                  -Company
      C
                  
                  
                  8.43
                  %
                  
                  
                  5.40
                  %
                  
                  
                  -
                  
                  
                  
                  -Company
      D
                  
                  
                  2.15
                  %
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Company
      E
                  
                  
                  1.68
                  %
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Company
      F
                  
                  
                  -
                  
                  
                  
                  6.13
                  %
                  
                  
                  -
                  
                  
                  
                  -Company
      G
                  
                  
                  -
                  
                  
                  
                  6.12
                  %
                  
                  
                  -
                  
                  
                  
                  -Company
      H
                  
                  
                  -
                  
                  
                  
                  4.49
                  %
                  
                  
                  -
                  
                  
                  
                  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 Three
                    Months Ended
                    March 31, 2009
                  
                  
                  For The Three
                    Months Ended
                    March 31, 2008
                  
                  
                  March 31,
                    2009
                  
                  
                  December 31,
                    2008(Unaudited)
                  
                  
                  (Unaudited)
                  
                  
                  (Unaudited)Company
      J
                  
                  
                  49.74
                  %
                  
                  
                  7.54
                  %
                  
                  
                  0.67
                  %
                  
                  
                  6.57
                  %Company
      K
                  
                  
                  15.49
                  %
                  
                  
                  10.15
                  %
                  
                  
                  0.86
                  %
                  
                  
                  2.08
                  %Company
      L
                  
                  
                  13.29
                  %
                  
                  
                  8.36
                  %
                  
                  
                  0.38
                  %
                  
                  
                  -Company
      M
                  
                  
                  12.56
                  %
                  
                  
                  -
                  
                  
                  
                  3.46
                  %
                  
                  
                  -Company
      N
                  
                  
                  6.41
                  %
                  
                  
                  -
                  
                  
                  
                  1.21
                  %
                  
                  
                  -Company
      O
                  
                  
                  -
                  
                  
                  
                  13.69
                  %
                  
                  
                  -
                  
                  
                  
                  -Company
      P
                  
                  
                  -
                  
                  
                  
                  5.18
                  %
                  
                  
                  -
                  
                  
                  
                  -




See
accompanying notes to the condensed consolidated financial
statements.


F-11




WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
MARCH 31, 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 March 31, 2009 are as follows:




Fair Value Measurements at Reporting Date UsingCarrying Value as of
                  March 31, 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
                
                $
                5,844,416
                
                
                $
                5,844,416
                
                
                $
                -
                
                
                $
                -





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)
              Thestage
      of completion at the balance sheet date can be measured
      reliably;





(IV)
            The
      costs incurred, or to be incurred can be measured
  reliably.





F-12





WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
MARCH 31, 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 11.





(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 months ended March 31, 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.




March 31,
                    2009
                  
                  
                  December 31,
                    2008
                  
                  
                  March 31,
                    2008(Unaudited)
                  
                  
                  (Audited)
                  
                  
                  (Unaudited)Period
      end RMB: US$ exchange rate
                  
                  
                  6.8456
                  
                  
                  
                  6.8542
                  
                  
                  
                  7.0222Average
      period RMB: US$ exchange rate
                  
                  
                  6.8499
                  
                  
                  
                  7.0842
                  
                  
                  
                  7.1682





(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-13




WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
MARCH 31, 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 40% and 64% of combined operating revenues for
the three months ended March 31, 2009 and 2008, respectively.





Chartering
Brokerage Service -Chartering
brokerage service provides ship chartering services for unrelated shipping
companies and shippers. The segment contributed 48% and 36% of consolidated
operating revenues for the three months ended March 31, 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 12% and 0% of consolidated operating revenues for the three
months ended March 31, 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 12.





(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 March 31, 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 March 31,
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 March 31,
2009.





F-14


WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
MARCH 31, 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 March
31, 2009.





4.
            VESSELS





The
Company’s current fleet consists of thirteen vessels as bulk carriers as of
March 31, 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 8, 9 and 10.





The
vessels of the Company consist of the following:





F-15




WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
MARCH 31, 2009 AND 2008
 (UNAUDITED)


4.
              VESSELS
      (CONTINUED)





March 31, 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
                    
                    
                    $
                    55,215,440Less:
      Accumulated depreciationWin
      Hope
                    
                    (b)
                    
                    
                    1,828,612
                    
                    
                    
                    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)
                    
                    
                    1,877,773
                    
                    
                    
                    1,797,297Win
      Grace
                    
                    (b)
                    
                    
                    2,942,289
                    
                    
                    
                    2,804,369Win
      Moony
                    
                    (b)
                    
                    
                    2,899,715
                    
                    
                    
                    2,761,634Win
      Star
                    
                    (b)
                    
                    
                    3,002,940
                    
                    
                    
                    3,002,940Winland
      Dalian
                    
                    (a)
                    
                    
                    3,922,275
                    
                    
                    
                    3,648,628Win
      Honey
                    
                    (a)
                    
                    
                    1,333,125
                    
                    
                    
                    1,269,844Bodar
                    
                    (b)
                    
                    
                    4,486,897
                    
                    
                    
                    4,486,897Andong
                    
                    (c)
                    
                    
                    678,624
                    
                    
                    
                    638,670Haoyue
                    
                    (c)
                    
                    
                    309,213
                    
                    
                    
                    290,658$
                    29,615,730
                    
                    
                    $
                    28,803,533Vessels,
      net
                    
                    
                    
                    $
                    25,599,710
                    
                    
                    $
                    26,411,907





Vessel
depreciation expense for the three months ended March 31, 2009 and 2008 was
$811,344 and $938,845 respectively.


Vessels
collateralizing bank loans are as follow. Also see Note 8.





March 31, 2009
                      
                      
                      December 31, 2008(Unaudited)Net Book ValueWinland
      Dalian
                      
                      $
                      14,320,864
                      
                      
                      $
                      14,594,511Win
      Honey
                      
                      
                      3,166,875
                      
                      
                      
                      3,230,156Total
                      
                      $
                      17,487,739
                      
                      
                      $
                      17,824,667





F-16




WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
MARCH 31, 2009 AND 2008
 (UNAUDITED)


5.
            FIXED
      ASSETS




Fixed
assets consist of the following:





March 31, 2009
                      
                      
                      December 31, 2008(Unaudited)At
      cost:Motor
      vehicles
                      
                      $
                      244,312
                      
                      
                      $
                      244,005Office
      equipment
                      
                      
                      375,430
                      
                      
                      
                      369,607619,742
                      
                      
                      
                      613,612Less:
      Accumulated depreciationMotor
      vehicles
                      
                      
                      129,187
                      
                      
                      
                      117,516Office
      equipment
                      
                      
                      273,891
                      
                      
                      
                      259,902403,078
                      
                      
                      
                      377,418Fixed
      assets, net
                      
                      $
                      216,664
                      
                      
                      $
                      236,194





Depreciation
expense for the three months ended March 31, 2009 and 2008 was $24,820 and
$29,457, respectively.





6.
            DEFERRED
      DRY DOCK FEES





Deferred
dry dock feesconsist of the
following:





March 31, 2009
                  
                  
                  December 31, 2008(Unaudited)Cost
                  
                  $
                  19,415,572
                  
                  
                  $
                  21,594,143Less:
      Accumulated amortization
                  
                  
                  8,985,184
                  
                  
                  
                  10,559,457Deferred
      dry dock fees, net
                  
                  $
                  10,430,388
                  
                  
                  $
                  11,034,686





Amortization
expense for the three months ended March 31, 2009 and 2008 was $1,169,372 and
$1,092,745, respectively.





Amortization
expense for the next five years and thereafter is as follows:





Year Ending March 31,
                    
                    Amount2010
                    
                    $
                    3,459,9492011
                    
                    
                    2,679,2612012
                    
                    
                    2,296,3722013
                    
                    
                    1,364,0212014
                    
                    
                    630,785Total
                    
                    $
                    10,430,388





F-17





WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
MARCH 31, 2009 AND 2008
 (UNAUDITED)


7.
            DUE
      TO/FROM RELATED PARTIES





Due
to/from related parties consist of the following:





(I) Due From Related Parties
                          
                          
                          
                          
                          March 31, 2009
                          
                          
                          December 31,
                            2008(Unaudited)Winland
      Container Lines Ltd.
                          
                          
                          a
                          )
                          
                          $
                          3,045,302
                          
                          
                          $
                          759,042Due
      from employees
                          
                          
                          b
                          )
                          
                          
                          3,830
                          
                          
                          
                          1,214Total
      due from related parties
                          
                          
                          
                          
                          
                          $
                          3,049,132
                          
                          
                          $
                          760,256(II) Due
      To Related Parties
                          
                          
                          
                          
                          
                          March
      31, 2009
                          
                          
                          December
      31,
                            2008(Unaudited)Dalian
      Winland Group Co., Ltd
                          
                          
                          c
                          )
                          
                          $
                          2,205,196
                          
                          
                          $
                          526,885Dalian
      Winland Shipping Co., Ltd
                          
                          
                          d
                          )
                          
                          
                          55,952
                          
                          
                          
                          120,664Dalian
      Master Well Ship Management Co., Ltd
                          
                          
                          e
                          )
                          
                          
                          114,642
                          
                          
                          
                          48,614Winland
      Shipping Japan Co., Ltd
                          
                          
                          f
                          )
                          
                          
                          79,525
                          
                          
                          
                          72,423Due
      to employees
                          
                          
                          b
                          )
                          
                          
                          39,266
                          
                          
                          
                          -Total
      due to related parties
                          
                          
                          
                          
                          
                          $
                          2,494,581
                          
                          
                          $
                          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.e For the three months
      ended March 31, 2009 and 2008, the Company recognized relevant service
      revenue of $249,540 and $0. For the three months ended March 31, 2009 and
      2008, the Company paid $3,131,533 and $0 of expenses to related ports and
      received $1,094,813 and $0 of payments from related ports on behalf of
      Winland Container Lines Ltd. The outstanding balances at March 31, 2009
      and December 31, 2008 are interest-free, unsecured and have no fixed
      repayment term.





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 $6,298,440 and $0 of
      expenses on behalf of DWIG for the three months ended March 31, 2009 and
      2008, respectively. The Company collected $7,954,108 and $0 on behalf of
      DWIG for the three months ended March 31, 2009 and 2008, respectively. For
      the three months ended March 31, 2009 and 2008, the Company recognized
      interest expense of $22,642 and $21,623, respectively. Also see Note 9.
      The outstanding balances at March 31, 2009 and December 31, 2008 are
      interest-free, unsecured and have no fixed repayment
  term.





F-18





WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
MARCH 31, 2009 AND 2008
 (UNAUDITED)


7.
DUE TO/FROM RELATED PARTIES (CONTINUED)





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
      $9,000 and $0 for the three months ended March 31, 2009 and 2008,
      respectively. The Company recognized relevant service revenue of $66,780
      and $25,798 for the three months ended March 31, 2009 and 2008,
      respectively. For the three months ended March 31, 2009 and 2008, on
      behalf of DWSC, the Company paid $120,680 and $0 of ocean fees; and
      received $99,414 and $1,429,582 of ocean fees, respectively. The Company
      recognized interest expense of $14,334 and $32,989 for the three months
      ended March 31, 2009 and 2008, respectively. Also see Note 9. The
      outstanding balance at March 31, 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 three months ended March 31, 2009 and 2008 was $64,800 and
      $0, respectively. The Company paid $12,175 and $10,011 on behalf of Dalian
      Master Well Ship Management Co., Ltd, in the three months ended March 31,
      2009 and 2008, respectively. The Company collected $13,402 and $68,720 on
      behalf of Dalian Master Well Ship Management Co., Ltd, in the three months
      ended March 31, 2009 and 2008, respectively. The outstanding balances at
      March 31, 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 $17,557 and $16,707, in the three months ended March 31, 2009 and
      2008, respectively. The Company paid $98,596 and $0 on behalf of Winland
      Shipping Japan Co., Ltd, in the three months ended March 31, 2009 and
      2008, respectively. The Company collected $88,140 and $0 on behalf of
      Winland Shipping Japan Co., Ltd, in the three months ended March 31, 2009
      and 2008, respectively. The outstanding balances at March 31, 2009 and
      December 31, 2008 are interest-free, unsecured and have no fixed repayment
      term.




F-19





WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
MARCH 31, 2009 AND 2008
 (UNAUDITED)


8.
            LONG-TERM
      BANK LOANS





Long-term
bank loans consist of the following:


March 31, 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 March 31, 2008 is 0.5%, 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.
                  
                  $
                  5,220,842
                  
                  
                  $
                  5,631,120Due
      on July 21, 2012, monthly interest payment is 1-month LIBOR plus 1.75% per
      annum, and the actual rate at March 31, 2008 is 0.5%, 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.
                  
                  
                  2,215,674
                  
                  
                  
                  2,508,314Total
      long-term bank loans
                  
                  
                  7,436,516
                  
                  
                  
                  8,139,434Less:
      Current portion
                  
                  
                  2,811,672
                  
                  
                  
                  2,811,672Long-term
      portion
                  
                  $
                  4,624,844
                  
                  
                  $
                  5,327,762





Interest
expense for the three months ended March 31, 2009 and 2008 was $44,310 and
$138,754, respectively.





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





Year Ending March 31,
                    
                    Amount2010
                    
                    $
                    2,811,6722011
                    
                    
                    2,811,6722012
                    
                    
                    1,579,884Thereafter
                    
                    
                    233,288Total
                    
                    $
                    7,436,516





F-20





WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
MARCH 31, 2009 AND 2008
 (UNAUDITED)


9.
LONG-TERM NOTES PAYABLE





Long-term
notes payable consists of the following:


March 31, 2009
                  
                  
                  December31,
                    2008(Unaudited)Notes
      payable to unrelated party:Win
      Grand Shipping Limited, net of discount of $9,407 and $13,345 at March 31,
      2009 and December 31, 2008, respectively, due November 1,
    2009
                  
                  
                  a
                  )
                  
                  $
                  181,802
                  
                  
                  $
                  273,469Subtotal
                  
                  
                  
                  
                  
                  
                  181,802
                  
                  
                  
                  273,469Notes
      payable to related companies:Dalian
      Winland Shipping Co. , Ltd. due July 19, 2010, at an interest rate of 5%
      per annum
                  
                  
                  b
                  )
                  
                  
                  1,146,722
                  
                  
                  
                  1,145,283Dalian
      Winland Group Co., Ltd. due July 19, 2010, at an interest rate of 5% per
      annum
                  
                  
                  c
                  )
                  
                  
                  1,811,382
                  
                  
                  
                  1,809,110Subtotal
                  
                  
                  
                  
                  
                  
                  2,958,104
                  
                  
                  
                  2,954,393Total
      long-term notes payable
                  
                  
                  
                  
                  
                  
                  3,139,906
                  
                  
                  
                  3,227,862Less:
      Current portion
                  
                  
                  
                  
                  
                  
                  181,802
                  
                  
                  
                  273,469Long-term
      portion
                  
                  
                  
                  
                  
                  $
                  2,958,104
                  
                  
                  $
                  2,954,393





The
amortization of discount relating to the notes denoted a) for the three months
ended March 31, 2009 and 2008 was $3,938 and $12,482, 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 three months ended March 31, 2009 and 2008 was $36,953 and
$67,094, respectively.





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





Year Ending March 31,
                  
                  Amount2010
                  
                  $
                  181,802Thereafter
                  
                  
                  2,958,104Total
                  
                  $
                  3,139,906





F-21





WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
MARCH 31, 2009 AND 2008
 (UNAUDITED)


10.
            LEASES





The
Company leases office space under operating leases. Lease expense was $99,490
and $33,033 for the three months ended March 31, 2009 and 2008,
respectively.




As of
March 31, 2009, future minimum payments required under non-cancelable leases
are:





Year Ending March 31,
                  
                  Amount2010
                  
                  
                  116,9402011
                  
                  
                  36,513Total
                  
                  $
                  153,453





Nine
vessels in the Company’s fleet were acquired by capital leases during 2000 to
2003. The original cost of the vessels and capital lease obligations were
recorded at the present value of the minimum lease payments at
acquisition.




March 31, 2009
                  
                  
                  December 31, 2008(Unaudited)Capital
      lease obligations
                  
                  $
                  -
                  
                  
                  $
                  12,415,100Less:
      Accumulated amortization
                  
                  
                  -
                  
                  
                  (12,415,100)Capital
      lease obligations, net
                  
                  $
                  -
                  
                  
                  $
                  -





Amortization
of capital leases for the three months ended March 31, 2009 and 2008 was $0 and
$31,649, respectively.





F-22


WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
MARCH 31, 2009 AND 2008
 (UNAUDITED)





11.
            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 three months ended March 31, 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 three months ended March 31, 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 three months ended March 31, 2009 and 2008 is summarized as
follows:





Three Months Ended March 31,2009
                      
                      
                      2008(Unaudited)
                      
                      
                      (Unaudited)Current
      CIT
                      
                      $
                      (359
                      )
                      
                      $
                      (5,310
                      )Deferred
      CIT
                      
                      
                      (963
                      )
                      
                      
                      14,746Income
      tax (expense) benefit
                      
                      $
                      (1,322
                      )
                      
                      $
                      9,436





The
Company’s income tax expense differs from the “expected” tax expense for the
three months ended March 31, 2009 and 2008 (computed by applying the Hong Kong
CIT rate of 17.5 to income before income taxes) as follows:





F-23





WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
MARCH 31, 2009 AND 2008
 (UNAUDITED)


11.
            INCOME
      TAX (CONTINUED)





Three Months Ended March 31,2009
                    
                    
                    2008(Unaudited)
                    
                    
                    (Unaudited)Computed
      “expected” (expense) benefit
                    
                    $
                    559,050
                    
                    
                    $
                    (1,184,474
                    )Favorable
      tax rates
                    
                    
                    (560,372
                    )
                    
                    
                    1,193,910Income
      tax (expense) benefit
                    
                    $
                    (1,322
                    )
                    
                    $
                    9,436





The tax
effects of temporary differences that give rise to the Company’s net deferred
tax assets and liabilities as of March 31, 2009 and December 31, 2008 are as
follows:





March 31, 2009
                      
                      
                      December 31, 2008(Unaudited)Deferred
      tax assets (liabilities):Current
      portion:General
      and administrative expenses
                      
                      $
                      139
                      
                      
                      $
                      6,718Financial
      expense
                      
                      
                      (1,554
                      )
                      
                      
                      -Service
      revenue and commissions
                      
                      
                      172
                      
                      
                      
                      (631
                      )Accrued
      administrative expense
                      
                      
                      (2,504
                      )
                      
                      
                      -Valuation
      allowance-short term
                      
                      
                      -
                      
                      
                      
                      (660
                      )Subtotal
                      
                      
                      (3,747
                      )
                      
                      
                      5,427Non-current
      portion:Depreciation
      expense
                      
                      
                      659
                      
                      
                      
                      (9,276
                      )Net
      operating loss
                      
                      
                      2,125
                      
                      
                      
                      97,740Valuation
      allowance
                      
                      
                      -
                      
                      
                      
                      (93,695
                      )Subtotal
                      
                      
                      2,784
                      
                      
                      
                      (5,231
                      )Net
      deferred tax assets (liabilities)
                      
                      $
                      (963
                      )
                      
                      $
                      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 three months ended March 31, 2009 and 2008.




The
combined effects of the income tax expense exemptions and reductions available
to the Company for the three months ended March 31, 2009 and 2008 is as
follows:




2009
                  
                  
                  2008(Unaudited)
                  
                  
                  (Unaudited)Tax
      holiday (benefit) expense
                  
                  $
                  (560,372
                  )
                  
                  
                  1,193,910Basic
      net income per shareexcluding
      tax holiday effect
                  
                  $
                  (0.02
                  )
                  
                  
                  0.05





F-24





WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
MARCH 31, 2009 AND 2008
 (UNAUDITED)


12.
            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 three months ended March 31, 2009 and 2008
are as follows:





Three Months Ended
                  March 31, 2009
                  (Unaudited)
                
                Dry Bulk
                  Shipping
                
                
                Chartering
                  Brokerage
                
                
                Other
                  Activities
                
                
                Corporate and
                  Eliminations
                
                
                ConsolidatedSales
      to unaffiliated customers
                
                $
                5,046,894
                
                
                $
                6,002,486
                
                
                $
                1,478,793
                
                
                $
                -
                
                
                $
                12,528,173Intersegment
      sales
                
                
                -
                
                
                
                -
                
                
                
                61,103
                
                
                
                (61,103
                )
                
                
                -Net
      sales
                
                
                5,046,894
                
                
                
                6,002,486
                
                
                
                1,539,896
                
                
                
                (61,103
                )
                
                
                12,528,173Costs
                
                
                6,366,053
                
                
                
                5,149,267
                
                
                
                1,268,861
                
                
                
                (61,103
                )
                
                
                12,723,078Depreciation
      and amortization
                
                
                1,948,232
                
                
                
                -
                
                
                
                57,304
                
                
                
                -
                
                
                
                2,005,536Other
      operating expenses
                
                
                614,865
                
                
                
                46,794
                
                
                
                332,463
                
                
                
                -
                
                
                
                994,122Operating
      income (loss)
                
                $
                (3,882,256
                )
                
                $
                806,425
                
                
                $
                (118,732
                )
                
                $
                -
                
                
                $
                (3,194,563
                )March
      31, 2009
                  (Unaudited)Identifiable
      assets
                
                $
                29,720,100
                
                
                $
                8,177,539
                
                
                $
                8,903,350
                
                
                $
                2,335,878
                
                
                $
                49,136,867





Three Months Ended
                  March 31, 2008
                  (Unaudited)
                
                Dry Bulk
                  Shipping
                
                
                Chartering
                  Brokerage
                
                
                Other
                  Activities
                
                
                Corporate
                  and
                  Eliminations
                
                
                ConsolidatedSales
      to unaffiliated customers
                
                $
                16,739,625
                
                
                $
                9,296,302
                
                
                $
                1,347,136
                
                
                $
                -
                
                
                $
                27,383,063Intersegment
      sales
                
                
                -
                
                
                
                -
                
                
                
                150,785
                
                
                
                (150,785
                )
                
                
                -Net
      sales
                
                
                16,739,625
                
                
                
                9,296,302
                
                
                
                1,497,921
                
                
                
                (150,785
                )
                
                
                27,383,063Costs
                
                
                8,461,664
                
                
                
                8,264,333
                
                
                
                1,165,598
                
                
                
                (150,785
                )
                
                
                17,740,810Depreciation
      and amortization
                
                
                1,976,831
                
                
                
                -
                
                
                
                84,216
                
                
                
                -
                
                
                
                2,061,047Other
      operating expenses
                
                
                459,644
                
                
                
                36,367
                
                
                
                316,773
                
                
                
                -
                
                
                
                812,784Operating
      income (loss)
                
                $
                5,841,486
                
                
                $
                995,602
                
                
                $
                (68,666
                )
                
                $
                -
                
                
                $
                6,768,422December
      31, 2008Identifiable
      assets
                
                $
                25,514,626
                
                
                $
                19,129,175
                
                
                $
                9,701,281
                
                
                $
                (2,555,996
                )
                
                $
                51,789,086





F-25





WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
 (FORMERLY
TRIP TECH, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED
MARCH 31, 2009 AND 2008
 (UNAUDITED)


12.
            SEGMENT
      INFORMATION (CONTINUED)





Information
for Company’s sales by geographical area is as follows:





For The Three Months Ended March 31,2009
                  
                  
                  2008(Unaudited)
                  
                  
                  (Unaudited)Sales
      to unaffiliated customers:Japan,
      Korea and Russia
                  
                  $
                  4,419,752
                  
                  
                  $
                  13,718,914PRC
                  
                  
                  7,003,483
                  
                  
                  
                  4,518,205Southern
      and Eastern Asia
                  
                  
                  1,104,938
                  
                  
                  
                  4,572,972Mediterranean
      and Red Sea
                  
                  
                  -
                  
                  
                  
                  3,429,729Other
                  
                  
                  -
                  
                  
                  
                  1,143,243Total
                  
                  $
                  12,528,173
                  
                  
                  $
                  27,383,063





13.
              CONTINGENCIES





The
Company signed a voyage charter contract with Sinoriches Global Ltd.
Subsequently, the Company canceled the contract. Sinoriches Global Ltd. filed an
arbitration claim of $501,640 including interest for the dispute. As of March
31, 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.





14.
            SUBSEQUENT
      EVENTS





Subsequent
to March 31, 2009, the Company obtained a short-term credit line of $1.2 million
from Shanghai Pudong Development Bank.
  F-26




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 known as 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, a
British Virgin Islands company and Pioneer Creation Holdings Limited, 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 Pioneer Creation 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, Pioneer Creation 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, Pioneer
Creation 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 Pioneer Creation 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, a British Virgin Islands holding company (“Plentimillion”), the
principal business activities of which are (through its wholly-owned
subsidiaries) ocean transportation and chartering brokerage and (b) Best Summit
Enterprise Limited, a British Virgin Islands holding company (“Best Summit” and
together with Plentimillion, the “SkyAce Group”) 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 (“Winland
International”), (ii) Dalian Winland International Logistics Co. Ltd., a
company organized under the laws of the PRC, the principal activities of which
include freight forwarding services and logistics shipping agency services
(“Winland
Logistics”) 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 (“Shipping Online”, and
together with Winland International and Winland Logistics, the “Winland International
Group”).
 
 SGL
declared a dividend of $48,213,871 to its shareholders on December 31, 2007 and
paid it on March 31, 2008.
  - 2
-
  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 Plentimillion
and Best Summit from Mr. Li Honglin and Ms. Xue Ying, each of whom had owned
fifty percent (50%) of both Plentimillion and Best Summit 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.
 
 Plentimillion
 
 Plentimillion is a holding company
founded in the British Virgin Islands on July 5, 2006. Plentimillion 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”);
  - 3
-
  (h)
              Treasure
      Way Shipping Limited, a company organized under the laws of Hong Kong on
      May 27, 2002 (“Treasure
      Way”).
 
 Plentimillion
acquired the following 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”).
 
 Plentimillion
acquired the following entities as of March 31, 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”).
 
 Plentimillion
establish the following entity as of March 31, 2009:
 
 (p)
              Bodar
      Shipping S.A. is incorporated and registered in Panama on February 12,
      2009.
 
 Plentimillion and each of its
wholly-owned subsidiaries set forth above (collectively, the “Plentimillion 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 Plentimillion 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 Grace, Win
Hope, and Win Moony collectively own eleven of the Company’s
vessels.
 
 Best
Summit
 
 SkyAce’s
wholly-owned subsidiary Best Summit was incorporated in the British Virgin
Islands on November 30, 2006. Best Summit’s 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), Winland International, Winland
Logistics and Shipping Online.
 
 - 4
-
  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
Winland International, Winland Logistics 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, Winland International, Winland
Logistics and Shipping Online (collectively also known as the “VIEs”) are all
considered VIEs and the Company, through its ownership and control of SkyAce,
Best Summit, 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.
 
 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.
 
 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.
 
 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.
 
 - 5
-
 In addition, the Company owns and
operates China's largest shipping 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.
 
 Through the above integrated business,
the Company has a history of profitability.  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 three months
ended March 31, 2009 dropped to $12.5 million and a resulted in a loss of $3.2
million, compared with $27.4 million and $6.8 million 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.
  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.
 
 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.
 
 - 6
-
  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 March 31,
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 March 31,
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 March 31,
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 March
31, 2009.
  - 7
-
 
 Results
of Operations
 
 Comparison
of the Results of Operations for the Years Ended March 31, 2009 and 2008 (in
U.S. dollars, except otherwise as indicated)
 
 For The Three Months Ended March 31,2009
                        
                        
                        2008
                        
                        
                        Increase (Decrease)Amount
                        
                        
                        % of
                          Revenues
                        
                        
                        Amount
                        
                        
                        % of
                          Revenues
                        
                        
                        In Amount
                        
                        
                        In %Revenues
                        
                        
                        12,528,173
                        
                        
                        
                        100.0
                        %
                        
                        
                        27,383,063
                        
                        
                        
                        100.0
                        %
                        
                        
                        (14,854,890
                        )
                        
                        
                        -54.2
                        %Vessel
      operating expenses
                        
                        
                        11,454,217
                        
                        
                        
                        91.4
                        %
                        
                        
                        16,575,212
                        
                        
                        
                        60.5
                        %
                        
                        
                        (5,120,995
                        )
                        
                        
                        -30.9
                        %Service
      costs
                        
                        
                        1,268,861
                        
                        
                        
                        10.1
                        %
                        
                        
                        1,165,598
                        
                        
                        
                        4.3
                        %
                        
                        
                        103,263
                        
                        
                        
                        8.9
                        %Depreciation
      and amortization
                        
                        
                        2,005,536
                        
                        
                        
                        16.0
                        %
                        
                        
                        2,061,047
                        
                        
                        
                        7.5
                        %
                        
                        
                        (55,511
                        )
                        
                        
                        -2.7
                        %General
      and administrative expense
                        
                        
                        653,078
                        
                        
                        
                        5.2
                        %
                        
                        
                        546,774
                        
                        
                        
                        2.0
                        %
                        
                        
                        106,304
                        
                        
                        
                        19.4
                        %Selling
      expense
                        
                        
                        92,110
                        
                        
                        
                        0.7
                        %
                        
                        
                        35,085
                        
                        
                        
                        0.1
                        %
                        
                        
                        57,025
                        
                        
                        
                        162.5
                        %Interest
      expense, net
                        
                        
                        (52,186
                        )
                        
                        
                        -0.4
                        %
                        
                        
                        (523,966
                        )
                        
                        
                        -1.9
                        %
                        
                        
                        471,780
                        
                        
                        
                        -90.0
                        %Other
      (expense) income, net
                        
                        
                        (196,748
                        )
                        
                        
                        -1.6
                        %
                        
                        
                        293,041
                        
                        
                        
                        1.1
                        %
                        
                        
                        (489,789
                        )
                        
                        
                        -167.1
                        %Income
      tax expense (benefit)
                        
                        
                        1,322
                        
                        
                        
                        0.01
                        %
                        
                        
                        (9,436
                        )
                        
                        
                        -0.03
                        %
                        
                        
                        10,758
                        
                        
                        
                        -114.0
                        %Net
      (loss) income
                        
                        
                        (3,195,885
                        )
                        
                        
                        -25.5
                        %
                        
                        
                        6,777,858
                        
                        
                        
                        24.8
                        %
                        
                        
                        (9,973,743
                        )
                        
                        
                        -147.2
                        %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
                        
                        
                        (0.02
                        )
                        
                        
                        
                        
                        
                        
                        0.06
                        
                        
                        
                        
                        
                        
                        
                        (0.08
                        )
                        
                        
                        -133.3
                        %-
      Diluted
                        
                        
                        (0.02
                        )
                        
                        
                        
                        
                        
                        
                        0.06
                        
                        
                        
                        
                        
                        
                        
                        (0.08
                        )
                        
                        
                        -133.3
                        %
 - 8
-
  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 March 31, 2009, total revenues declined by approximately
$14.9 million, or 54.2%, to $12.5 million from $27.4 million for the three
months ended March 31, 2008. The decrease consisted of a dry bulk shipping
decline of $11.7 million, or 69.9%; a chartering brokerage decline of 3.3
million, or 35.4%, offset by an increase in other activities of $0.04 million,
or 2.8%.
  The
significant revenue decrease was due to the severity of the decline in global
shipping market as the effects of the global financial crisis and economic
recession have broadened and deepened. Baltic Dry Index, a leading indicator of
global dry bulk shipping market, dropped approximately 78% for the three months
ended March 31, 2009 compared with the same period of 2008. The decrease of dry
bulk shipping and chartering brokerage was driven by the decrease in revenue
tons carried, coupled with historical low freight rate on cargoes
carried.
 
 Despite
the challenges from the depressed global market, revenues from other activities
continued to grow. This growth was typically contributed by our online services,
which was a product of management’s strategic decision to implement and market
the shipping online portal more aggressively in the first quarter of 2009
compared with the corresponding period in 2008. This strategy will be carried
out throughout 2009 and it will continually add to the overall
performance.
  Vessel
Operating Expenses
  Vessel
operating expenses were incurred in the operation of dry bulk shipping and
chartering brokerage. For the three months ended March 31, 2009, vessel
operating expenses decreased by $5.1 million, or 30.9%, to $11.5 million,
compared with $16.6 million for the comparable period in 2008. The decrease was
principally attributable to the decreased business volume as a result of a
decrease in fuel and related consumption as well as lower fuel rate
worldwide.
  Service Costs
  Service
costs were incurred in the operation of other activities in our freight
forwarding services. For the three months ended March 31, 2009, service costs
increased by $0.1 million, or 8.9%, to $1.3 million, compared with $1.2 million
for the comparable period in 2008. The increase was principally attributable to
increased revenue resulting from the operation of our freight forwarding
services.
 
 Depreciation
and Amortization
  Depreciation
of vessels and amortization of deferred dry dock fees slightly decreased by
$0.06 million, or 2.7%, to $2.0 million for the three months ended March 31,
2009, compared with $2.1 million for the same period in 2008. The decrease was
attributed to the fact that two vessels were fully depreciated by mid year 2008,
with the amount of $0.13 million for the three months ended March 31, 2008,
partially offset by increased amortization of dry dock fees of $0.08
million.
  General
and Administrative Expenses
 
 General
and administrative expenses increased by approximately $0.1 million, or 19.4%,
to $0.65 million for the three months ended March 31, 2009 from $0.55 million
for the same period in 2008. The increase was mainly as a result of crew
management fees associated with management’s strategic cost control
initiative.
 
 - 9
-
  Selling
Expenses
 
 Selling
expenses increased by approximately $0.06 million, or 162.5%, to $0.09 million
for the three months ended March 31, 2009 from $0.04 million for the same period
in 2008. The increase was resulted from the strategic marketing plan which
promotes more business on dry bulk shipping and chartering brokerage
services.
  Interest
Expense, Net
 
 Net
interest expense declined significantly by $0.47 million, or 90.0%, to $0.05
million for the three months ended March 31, 2009, compared to approximately
$0.52 million for corresponding period in 2008. This decrease was primarily
driven by declined interest rate on bank loans and more payments to pay off
outstanding long-term bank loans.
 
 Other
(Expense) Income, Net
 
 For the
three months ended March 31, 2009, other expense was $0.2 million as compared to
other income of $0.3 million for the same period in 2008. The difference was
mainly due to currency translation resulting from other activities and was
deemed a reasonable fluctuation.
  Income
Tax Expense (Benefit)
 
 Income
tax was imposed on the taxable income from other activities. For the three
months ended March 31, 2009, income tax expense was $1,322 as compared to income
tax benefit of $9,436 for the same period in 2008. The difference was mainly a
result of the changes of deferred tax assets and liabilities during the
comparable periods.
 
 Net
(Loss) Income
  Net
income decreased by approximately $10.0 million, or 147.2%, to net loss of
($3.2) million for the three months ended March 31, 2009 from net income of $6.8
million for the same period in 2008. The decrease was primarily driven by the
revenue declined significantly, partially offset by decreased interest
expenses.
 
 As a
percentage of revenue, net (loss) income was (25.5%) and 24.8% for the three
months ended March 31, 2009 and 2008, respectively. This change was a reflection
of the unprecedented macro economic environment that is affecting shipping
market negatively worldwide.
 
 Earnings
(Loss) Per Share
 
 For both
basic and diluted shares, earnings (loss) per share decreased by $0.08, or
133.3%, to loss of ($0.02) for the three months ended March 31, 2009 from $0.06
for the same period of 2008. The decrease was attributable to decreased net
income of $10.0 million as well as increased 23,075,000 shares during the
comparative periods.
  - 10
-
  Liquidity
and Capital Resources
  Our
principal sources of funds are cash flow from operations and short and long-term
bank debt. Our main uses of funds are principal repayments on outstanding credit
facilities and ongoing operation.
  Operating
Activities
  For the
three months ended March 31, 2009, our cash used in operating activities was
$1.0 million. This was primarily attributable to our net loss of $3.2 million
adjusted by amortization of $1.2 million and depreciation of $0.8 million; to
increased dry docking cost of $0.6 million, decreased accounts payable of $0.7
million and decreased accrued expenses of $0.3 million. These were offset by
decreased inventories of $1.0 million and increased other current liabilities of
$0.5 million. For the three months ended March 31, 2008, our cash provided by
operating activities of $8.8 million was primarily attributable to the net
income of $6.8 million with adjustments of amortization of $1.1 million and
depreciation of $1.0 million; and to decreased prepayments of $2.7 million,
increased accounts payable of $1.3 million and decreased other receivables and
other current assets of $0.6 million. These were offset by increased accounts
receivable of $1.9 million and a decreased advance from customers of $2.6
million.
  Investing
Activities
  Net cash
used in investing activities for the three months ended March 31, 2009 was $513.
For the same period in 2008, net cash used in our investing activities was $0.02
million, which was used to purchase fixed assets.
  Financing
Activities
  Net cash
used in our financing activities was $1.4 million and $6.4 million for the three
months ended March 31, 2009 and 2008, respectively.
  For the
three months ended March 31, 2009, net cash used in financing activities mainly
included advances to related parties of $2.3 million, repayments of long-term
loans of $0.7 million and repayments of long-term notes payable of $0.1 million,
offset by the proceeds from related parties of $1.7 million.
  For the
three months ended March 31, 2008, net cash used in financing activities
principally included payment of dividends of $48.2 million and
repayments:
  ·
              Of
      a long-term loan of $0.7 million
  ·
              Of
      long-term notes payable of $0.06
million
  ·
              Of
      a capital lease obligation of $0.5
million
  and
offset by the proceeds from related parties of $43.1 million.
  Working
Capital
  We had a
working capital deficit of $0.8 million at March 31, 2009 as compared to a
working capital of $1.7 million at December 31, 2008. This was principally due
to the fact that we had a net loss of $3.2 million and cash used in operating
activities of $1.0 million for the three months ended March 31, 2009 compared to
a net income of $6.8 million and cash provided by operating activities of $8.8
million for the corresponding period in 2008, offset by decreased cash used in
financing activities of $5.0 million for the comparison periods.
  - 11
-
  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 is resulting in sales increases,
by cutting vessel management costs as well as general management costs. To
improve our financial condition, we have carried out our strategies to collect
outstanding balances while maintaining strong business relationships with our
customers. We also subsequently obtained a short-term credit line of $1.2
million from Shanghai Pudong Development Bank.
  We expect
that cash will flow in from our operations and working capital will be improved.
We believe that existing cash and resources from our credit facilities are
sufficient to meet our projected operating requirements through the end of
2009.
  Capital
Expenditures
  We make
capital expenditures in connection with business and vessel acquisitions. We
will incur capital expenditures for the implementation of our shipping online
portal and dry dockings of our fleet through 2009.
  Material
Commitments/Tabular Disclosure of Contractual Obligations
 
 The
repayment schedule for the principals of long-term bank loans is as
follows:
 
 Year Ending March 31,
                      
                      Amount2010
                      
                      $
                      2,811,6722011
                      
                      
                      2,811,6722012
                      
                      
                      1,579,884Thereafter
                      
                      
                      233,288Total
                      
                      $
                      7,436,516
 
 The
repayment schedule for long-term notes payable is as follows:
 
 Year Ending March 31,
                    
                    Amount2010
                    
                    $
                    181,802Thereafter
                    
                    
                    2,958,104Total
                    
                    $
                    3,139,906
 
 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
  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.
  - 12
-
  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.
  - 13
-
  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 March 31, 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
 
 None.
 
 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, 20083.3
                    
                    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,
2008
  - 14
-
  EXHIBIT
                        NO.
                      
                      DESCRIPTION
                      
                      LOCATION3.4
                      
                      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
                      
                      Provided
      herewith10.1
                      
                      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
  - 15
-
  EXHIBIT
                        NO.
                      
                      DESCRIPTION
                      
                      LOCATION10.2
                      
                      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
  - 16
-
 
 EXHIBIT
                        NO.
                      
                      DESCRIPTION
                      
                      LOCATION10.12
                      
                      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,
2008
  - 17
-
 
 EXHIBIT
                        NO.
                      
                      DESCRIPTION
                      
                      LOCATION10.22
                      
                      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, 200821
                      
                      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
  - 18
-
  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 Quarterly Report on Form
10-Q report to be signed on its behalf by the undersigned, thereunto duly
authorized.
  Date: May
      15, 2009
                    By:
                    /s/
      Xue YingName:
                    Xue
      YingIts:
                    Chief
      Executive Officer, Principal Executive Officer,
                      Secretary
      and DirectorDate: May
      15, 2009
                    By:
                    /s/ Jing YanName:
                    Jing
      YanIts:
                    Chief
      Financial Officer, Principal Financial and
                      Accounting
      Officer
  - 19
-