----

----

| Florida                                                        |   | 13-3876100                           |
|----------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction of incorporation or organization) |   | (I.R.S. Employer Identification No.) |

| Title of each class             |   | Name of each exchange on which registered |
|---------------------------------|--------|-------------------------------------------|
| Common stock, par value $0.0001 |   | Nasdaq Global Market                      |

| Large accelerated filer                                            | o | Accelerated filer         | o |
|--------------------------------------------------------------------|---|---------------------------|---|
| Non-accelerated filer(Do not check if a smaller reporting company) | o | Smaller reporting company | x |

----

----

|           |                                                                                            |   |
|----------------|-------------------------------------------------------------------------------------------------|--------|
| Part III       |                                                                                            |   |
|  Item 10. | Directors, Executive Officers and Corporate Governance.                                         | 1      |
|  Item 11. | Executive Compensation.                                                                         | 5      |
|  Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 10     |
|  Item 13. | Certain Relationships and Related Transactions, and Director Independence.                      | 12     |
|  Item 14. | Principal Accounting Fees and Services.                                                         | 16     |
| Part IV        |                                                                                            |   |
|  Item 15. | Exhibits, Financial Statement Schedules.                                                        | 17     |
| Signatures     |                                                                                            | 21     |

----

|   | • |   | “fiscal 2011” — October 1, 2010 through September 30, 2011                                        |
|--------|---------|--------|---------------------------------------------------------------------------------------------------------------------|
|   | • |   | “fiscal 2010” — October 1, 2009 through September 30, 2010.                                  |
|   | • |   | “twelve months ended September 30, 2009” — October 1, 2008 through September 30, 2009.       |
|   | • |   | “2009 transition period” — the nine month period from January 1, 2009 through September 30, 2009. |
|   | • |   | “fiscal 2008” — January 1, 2008 through December 31, 2008.                                   |

|   | • |   | "China Direct Industries”, "we”, "us” or “our” refers to China Direct Industries, Inc., a Florida corporation, and our subsidiaries;                                                                                                     |
|--------|---------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | • |   | “CDI China”, refers to CDI China, Inc., a Florida corporation, and a wholly owned subsidiary of China Direct; and                                                                                                                                          |
|   | • |   | “PRC” refers to the People’s Republic of China.                                                                                                                                                                                                      |
|   | • |   | “Chang Magnesium”, refers to Taiyuan Changxin Magnesium Co., Ltd., a company organized under the laws of the PRC and a 51% majority owned subsidiary of CDI China;                                                                                         |
|   | • |   | “Excel Rise”, refers to Excel Rise Technology Co., Ltd., a Brunei company and a wholly owned subsidiary of Chang Magnesium;                                                                                                                                |
|   | • |   | “Golden Magnesium”, refers to Shanxi Gu County Golden Magnesium Co., Ltd., a company organized under the laws of the PRC and a 52% owned subsidiary of Asia Magnesium;                                                                                     |
|   | • |   | “Baotou Changxin Magnesium”, refers to Baotou Changxin Magnesium Co., Ltd., a company organized under the laws of the PRC; a 51% owned subsidiary of CDI China, and a 39% owned subsidiary of Excel Rise, effectively China Direct holds a 70.9% interest. |
|   | • |   | “IMTC” or “International Magnesium Trading”, refers to International Magnesium Trading Corp., a company organized under the laws of Brunei and a 100% owned subsidiary of CDI China.                                                           |
|   | • |   | “Ruiming Magnesium”, refers to Taiyuan Ruiming Yiwei Magnesium Co., Ltd., a company organized under the laws of the PRC and an 80% majority owned subsidiary of CDI China.                                                                                 |
|   | • |   | “Lang Chemical”, refers to Shanghai Lang Chemical Co., Ltd. a company organized under the laws of the PRC and a 51% owned subsidiary of CDI China;                                                                                                         |
|   | • |   | “CDI Beijing” refers to CDI (Beijing) International Trading Co., Ltd., a company organized under the laws of the PRC and a 51% owned subsidiary of CDI Shanghai Management.                                                                                |
|   | • |   | “China Direct Investments”, refers to China Direct Investments, Inc., a Florida corporation, and a wholly owned subsidiary of China Direct;                                                                                                                |

----

| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. |
|----------|---------------------------------------------------------|

| Name                       |   | Age |   | Position with the Company                                |
|----------------------------|--------|-----|--------|----------------------------------------------------------|
| Yuejian (James) Wang, Ph.D |   | 49  |   | Chief Executive Officer, President and Chairman of Board |
| Yuwei Huang                |   | 55  |   | Executive Vice President – Magnesium and Director  |
| David M. Barnes            |   | 69  |   | Director                                                 |
| Sheldon Steiner            |   | 78  |   | Director                                                 |
| Philip Y. Shen, Ph.D.      |   | 67  |   | Director                                                 |
| Adam Wasserman             |   | 47  |   | Director                                                 |

----

----

| Name                       |   | Age |   | Position with the Company                               |
|----------------------------|--------|-----|--------|---------------------------------------------------------|
| Yuejian (James) Wang, Ph.D |   | 49  |   | Chairman, President and Chief Executive Officer         |
| Yuwei Huang                |   | 55  |   | Executive Vice President - Magnesium                    |
| Andrew X. Wang             |   | 48  |   | Executive Vice President and Chief Financial Officer    |
| Lazarus Rothstein          |   | 53  |   | Executive Vice President, General Counsel and Secretary |

----

| Board of Directors Committee Membership |
|-----------------------------------------|
| Director                                |   | Audit Committee Member |   |   | Compensation Committee Member |   |   | Nominating and Governance Committee Member |   |
| Yuejian (James) Wang, Ph.D.             |   |   |   |   |   |   |   |   |   |
| David Barnes                            |   |   | X(1) |   |   |   | X |   |   |   | X |   |
| Sheldon Steiner                         |   |   | X |   |   |   | X(1) |   |   |   | X(1) |   |
| Yuwei Huang                             |   |   |   |   |   |   |   |   |   |   |   |   |
| Philip Y. Shen, Ph.D.                   |   |   | X |   |   |   | X |   |   |   | X |   |
| Adam Wasserman (2)                      |   |   | X |   |   |   |   |   |   |   |   |   |

|   |   |   |
|--------|--------|--------|
|   | (1     | )      | Denotes Chairman. |
|   | (2     | )      | Appointed as a director effective January 13, 2010. |

|   | • |   | was not, during the fiscal year ended September 30, 2010, an officer or employee of our company,                                                   |
|--------|---------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------|
|   | • |   | was not formerly an officer or employee of our company, or                                                                                         |
|   | • |   | did not have any relationship requiring disclosure by us under Certain Relationships and Related Transactions appearing in Item 13 of this report. |

----

| ITEM 11. | EXECUTIVE COMPENSATION. |
|----------|-------------------------|

|   | • |   | our principal executive officer or other individual serving in a similar capacity during fiscal 2010;                                                                                              |
|--------|---------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | • |   | our two most highly compensated executive officers other than our principal executive officer who were serving as executive officers at September 30, 2010 whose compensation exceed $100,000; and |
|   | • |   | up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer at September 30, 2010.                  |

----

| Name and principal position (a) | Year (b)(1) |   | Salary ($) (c) |    |   | Bonus ($) (d) |   |    | Stock Awards ($) (e) |   |   | Option Awards ($) (f) |   |   | Total ($) (j) |    |
|---------------------------------|-------------|--------|----------------|---------|--------|---------------|--------|---------|----------------------|--------|--------|-----------------------|--------|--------|---------------|---------|
| Yuejian (James) Wang, Ph.D. (2) | 2010        |   |           | 487,500 |   |          |   | -       |                 |   |   | 193,461               |   |   |          | -       |   |   |   | 680,961 |   |
|                            | 2009        |   |           | 337,500 |   |          |   |    |                 |   |   | 24,600                |   |   |          | -       |   |   |   | 362,100 |   |
|                            |        |   |           |    |   |          |   |    |                 |   |   |                  |   |   |          |    |   |   |   |   |   |
| Andrew X. Wang (3)              | 2010        |   |           | 161,802 |   |          |   | -       |                 |   |   | 15,556                |   |   |          | -       |   |   |   | 177,358 |   |
|                            | 2009        |   |           | -       |   |          |   | -       |                 |   |   | -                     |   |   |          | -       |   |   |   | - |   |
|                            |        |   |           |    |   |          |   |    |                 |   |   |                  |   |   |          |    |   |   |   |   |   |
| Yuwei Huang (4)                 | 2010        |   |           | 289,000 |   |          |   | -       |                 |   |   | -                     |   |   |          | -       |   |   |   | 289,000 |   |
|                            | 2009        |   |           | 120,000 |   |          |   | 480,000 |                 |   |   | -                     |   |   |          | -       |   |   |   | 600,000 |   |
|                            |        |   |           |    |   |          |   |    |                 |   |   |                  |   |   |          |    |   |   |   |   |   |
| Lazarus Rothstein (5)           | 2010        |   |           | 180,000 |   |          |   | -       |                 |   |   | 50,851                |   |   |          | -       |   |   |   | 230,851 |   |
|                            | 2009        |   |           | 135,000 |   |          |   | -       |                 |   |   | 52,461                |   |   |          | -  |   |   |   | 187,461 |   |

|   | (1     | )      | Effective August 13, 2009, we changed our fiscal year end from December 31 to September 30.  As a result of this change, “fiscal 2009” refers to the nine-month transition period from January 1, 2009 through September 30, 2009. “fiscal 2010” refers to the twelve month period from October 1, 2009 through September 30, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | (2     | )      | Dr. Wang has served as our Chief Executive Officer, President and Chairman since January 2009. From August 2006 through December 2008 Dr. Wang served as Chief Executive Officer. The amounts in column (e) represent the fair value of 213,700 shares of stock granted on February 26, 2010 and 31,450 shares granted on April 27, 2010 pursuant to the 2008 Executive Stock Incentive Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | (3     | )      | Mr. Wang was appointed as our Chief Financial Officer on December 23, 2009 and from August of 2009 through December 2009 was a consultant to us.  The amounts in column (e) represent the fair value of 11,729 shares of stock granted during fiscal 2010 pursuant to the 2008 Executive Stock Incentive Plan and the 2008 Non Executive Stock Incentive Plan. Mr. Wang was not a named executive officer in fiscal 2009 and part of fiscal 2010.                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | (4     | )      | Mr. Huang has served as Executive Vice President – Magnesium since February 2009 and as Chief Executive Officer of our subsidiary Chang Magnesium since June 2006.  In fiscal 2010 and fiscal 2009 Mr. Huang’s base salary from Excel Rise was $240,000 per year which is accrued at the rate of $20,000 per month and from IMTC is $7,000 per month. In addition, in fiscal 2009 Mr. Huang was awarded a bonus from Excel Rise in the amount of $480,000. The amount of salary paid to Huang in fiscal 2010 and fiscal 2009 was $19,121 and $55,838, respectively.  The balance of Mr. Huang’s base salary and bonus have been accrued.                                                                                                                                                             |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | (5     | )      | Mr. Rothstein has served as Executive Vice President, General Counsel and Secretary since February 2009 and as Vice President, General Counsel and Secretary since April 2008. For fiscal 2010 the amounts reflected in column (e) represent the fair value of 16,985 shares of restricted stock awarded on April 27, 2010 pursuant to the 2008 Executive Stock Incentive Plan which vested on May 17, 2010 and 10,000 shares of common stock awarded on May 18, 2010 and for fiscal 2009 the amounts reflected in column (e) represent the fair value of 13,903 shares of restricted stock that are part of a grant of 5,700 on June 1, 2008 and 14,300 shares on January 12, 2009 pursuant to the 2008 Non Executive Stock Incentive Plan which vest 5,000 shares on June 1, 2009, September 1, 2009, January 1, 2010 and April 1, 2010. |

----

|                       |   | OPTION AWARDS                                               |    | STOCK AWARDS                                                                                       |                                                                                               |
|----------------------------|--------|-------------------------------------------------------------|---------|----------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------|
| Name (a)                   |   | Number of Securities Underlying Unexercised options (#) (b) |    | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (c) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) |   | Option Exercise Price ($) (e) |   | Option Expiration Date (f) |   | Number of Shares or Units of Stock that have not Vested (#) (g)(1) |   | Market Value of Shares or Units of Stock that have not Vested ($) (h)(2) |   |   | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) (i) |   |   | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights that have not Vested ($) (j) |   |
|  Yuejian (James) Wang |   |                                                        | 500,000 |                                                                                               |                                                                                               |   |   |   | 7.50 |   | 1/1/2013 |   |  53,425 |  $ | 85,480 |  (3) |   |   |   |   |   |   |
|                       |   |                                                        | 500,000 |                                                                                               |                                                                                               |   |   |   | 10.00 |   | 1/1/2014 |   |   |   |   |   |   |   |   |   |   |   |
|                       |   |                                                        |    |                                                                                               |                                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Andrew X. Wang             |   |                                                        | -       |                                                                                               | -                                                                                                  | - |   |   | - |   | - |   | - |   | - |   |   |   | - |   |   |   | - |   |
|                       |   |                                                        |    |                                                                                               |                                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Yuwei Huang                |   |                                                        | -       |                                                                                               | -                                                                                                  | - |   |   | - |   | - |   | - |   | - |   |   |   | - |   |   |   | - |   |
|                       |   |                                                        |    |                                                                                               |                                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Lazarus Rothstein          |   |                                                        | -       |                                                                                               | -                                                                                                  | - |   |   | - |   | - |   | - |   | - |   |   |   | - |   |   |   | - |   |
|                       |   |                                                        |    |                                                                                               |                                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

|   | (1 | ) | This column reflects the number of shares of our restricted common stock awarded to the respective named executive officer that had not yet vested as of September 30, 2009. |
|--------|----|---|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (2 | ) | Determined based on the closing market price of our common stock on September 30, 2010, the last trading day in fiscal year ended September 30, 2010, of $1.21 per share.    |
|   | (3 | ) | Number of shares reflects 53,425 shares of restricted common stock which vest on October 1, 2010.                                                                            |

----

----

| Director Compensation Table for fiscal 2010 (1) |   |
|-------------------------------------------------|--------|
|                                            |   |
| Name                                            |   | Fees Earned or Paid in Cash ($) |   |   | Stock Awards ($) (2) |   |   | Total ($) |   |
| Yuejian (James) Wang (3)                        |   | $ | - |   |   | $ | - |   |   | $ | - |   |
| Yuwei Huang (3)                                 |   | $ | - |   |   | $ | - |   |   | $ | - |   |
| David Barnes                                    |   | $ | 29,000 |   |   | $ | 38,668 |   |   | $ | 67,668 |   |
| Sheldon Steiner                                 |   | $ | 25,000 |   |   | $ | 38,668 |   |   | $ | 63,668 |   |
| Philip Y. Shen                                  |   | $ | 25,000 |   |   | $ | 33,263 |   |   | $ | 58,263 |   |
| Adam Wasserman  (4)                        |   | $ | 16,000 |   |   | $ | 19,395 |   |   | $ | 35,395 |   |

|   | (1     | )      | No members of the board received compensation in the form of option awards, Non-Equity Incentive Plan Compensation, Nonqualified Deferred Compensation Earnings, or any other forms of Compensation in excess of the $10,000 in the aggregate in fiscal 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | (2     | )      | All Stock Awards include the grant of restricted stock awards pursuant to our 2008 Non Executive Compensation Plan.  The amounts reflected for Stock Awards in the table above represent the dollar amount recognized for financial statement reporting purposes with respect to fiscal 2010 for the fair value of securities granted in that period in accordance with ASC Topic 718. Pursuant to Securities and Exchange Commission rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.  These amounts reflect our accounting expense for these awards, and do not correspond to the actual value that may be realized upon their sale. |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | (3     | )      | In accordance with our board’s general policy directors who are full time employees (currently Dr. Wang and Mr. Huang) are not paid for board service in addition to their regular employee compensation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | (4     | )      | Mr. Wasserman was appointed to the board on January 13, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

----

| Name                 |   | Annual Retainer ($) |   |   | Restricted Stock Award (Shares) |   |
|----------------------|--------|---------------------|--------|--------|---------------------------------|--------|
| David Barnes(1)      |   | $                   | 34,000 |   |                            |   | 31,000 |   |
| Sheldon Steiner      |   | $                   | 30,000 |   |                            |   | 31,000 |   |
| Philip Y. Shen       |   | $                   | 30,000 |   |                            |   | 31,000 |   |
| Adam Wasserman  |   | $                   | 24,000 |   |                            |   | 24,000 |   |

| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |
|----------|-------------------------------------------------------------------------------------------------|

|                                           |   | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) |                                              |   | Weighted average exercise price of outstanding options, warrants and rights (b) |   |                                                                                                                   | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (c) |   |
|------------------------------------------------|--------|-------------------------------------------------------------------------------------------------|---------------------------------------------------|--------|---------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| Plan category(1)                               |   |                                                                                            |                                              |   |                                                                            |   |                                                                                                                   |                                                                                                                                           |   |
| Plans approved by our shareholders:            |   |                                                                                            |                                              |   |                                                                            |   |                                                                                                                   |                                                                                                                                           |   |
|   2006 Equity Plan                        |   |                                                                                            |       56,000        |   |                                                                            | $      |                    3.57 |                                                                                                                                           |   |   | 9,944,000 |   |
|   2008 Executive Stock Incentive Plan     |   |                                                                                            | -                                                 |   |                                                                            |   | -                                                                                                                 |                                                                                                                                           |   |   |       722,830 |   |
|   2008 Non-Executive Stock Incentive Plan |   |                                                                                            | -                                                 |   |                                                                            |   | -                                                                                                                 |                                                                                                                                           |   |   |        1,497,977 |   |
| Plans not approved by shareholders:            |   |                                                                                            |                                              |   |                                                                            |   |                                                                                                                   |                                                                                                                                           |   |   |   |   |
|   2006 Stock Plan                         |   |                                                                                            |        106,000 |   |                                                                            | $      |                   5.00       |                                                                                                                                           |   |   | 83,605 |   |

|   | (1 | ) | For a description of each of the Plans listed in this table, see “Note 13 – Capital Stock – Stock Incentive Plans” to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2010, as filed with the Securities and Exchange Commission. |
|--------|----|---|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|   | • |   | each person who is known by us to be the beneficial owner of more than 5% of our outstanding common stock; |
|--------|---------|--------|------------------------------------------------------------------------------------------------------------|
|   | • |   | each director and nominee;                                                                                 |
|   | • |   | each named executive officer; and                                                                          |
|   | • |   | all named executive officers and directors as a group.                                                     |

| Name and Address of Beneficial Owner(1)                           |   | Amount and Nature of Beneficial Ownership(2) |      |   | Percentage of Class(2) |   |
|-------------------------------------------------------------------|--------|----------------------------------------------|-----------|--------|------------------------|--------|
| Yuejian (James) Wang (3)                                          |   |                                         | 5,245,150 |   |                   |   | 14.6 | % |
| Yuwei Huang(4)                                                    |   |                                         | 1,019,231 |   |                   |   | 2.9 | % |
| Andrew X. Wang (5)                                                |   |                                         | 12,198    |   |                   |   | *  |   |
| Lazarus Rothstein(6)                                              |   |                                         | 21,985    |   |                   |   | * |   |
| David Barnes (7)                                                  |   |                                         | 15,500    |   |                   |   | * |   |
| Sheldon Steiner (8)                                               |   |                                         | 59,250    |   |                   |   | * |   |
| Philip Shen (9)                                                   |   |                                         | 73,555    |   |                   |   | * |   |
| Adam Wasserman (10)                                               |   |                                         | 26,667    |   |                   |   | * |   |
|  All directors and executive officers as a group (8 persons) |   |                                         | 6,473,536 |   |                   |   | 18.0 | % |

|   | (1     | )      | Except as otherwise noted below, the address of each of the persons shown in the above table is c/o China Direct Industries, Inc., 431 Fairway Drive, Suite 200, Deerfield Beach, Florida 33441.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|--------|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | (2     | )      | Includes, where applicable, shares of common stock issuable upon the exercise of options to acquire common stock held by such person that may be exercised within 60 days after January 26, 2011. Also includes unvested shares of restricted stock as to which such person has voting power but no dispositive power. Unless otherwise indicated, we believe that all persons named in the table above have sole voting power and/or investment power with respect to all shares of common stock beneficially owned by them.                                                                                                                                                                               |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | (3     | )      | The number of shares beneficially owned by Dr. Wang includes: 245,150 shares of common stock presently outstanding, 4,000,000 shares of common stock held by Dragon Fund Management LLC ("Dragon Fund"), an entity in which Dr. Wang owns 1% of the membership interests and holds 50% of the voting control; options to purchase 500,000 shares of common stock at an exercise price of $7.50 expiring on January 1, 2013; options to purchase 500,000 shares of common stock at an exercise price of $10.00 expiring on January 1, 2014. Dr. Wang disclaims beneficial ownership of our common stock owned by Dragon Fund except to the extent of his pecuniary interest in Dragon Fund.        |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | (4     | )      | The number of shares beneficially owned by Mr. Huang includes 250,000 shares of common stock presently outstanding and owned directly by Mr. Huang, 769,231 shares of common stock presently outstanding and owned by Pine Capital Enterprises, Inc., a company which is owned or controlled by Mr. Huang and excludes up to an additional 1,244,344 shares of our common stock Pine Capital Enterprises, Inc. may receive pursuant to an Equity Transfer Agreement CDI China, Inc. entered into with Pine Capital Enterprises, Inc. and Taiyuan Yiwei Magnesium Industry Co., Ltd. in connection with our July 2010 purchase of an 80% interest in Taiyuan Ruiming Yiwei Magnesium Industry Co., Ltd. |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | (5     | )      | The number of shares beneficially owned by Mr. Wang does not include any shares that may be issued to Mr. Wang as compensation for services pursuant to his compensation arrangement with us.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | (6     | )      | The number of shares beneficially owned by Mr. Rothstein includes 1,985 shares of our common stock presently outstanding and 20,000 shares of our restricted common stock which vests 5,000 shares on December 15, 2011, February 15, 2012, May 15, 2012 and August 15, 2012, respectively.                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | (7     | )      | The number of shares beneficially owned by Mr. Barnes includes: 15,500 shares of our restricted common stock which vests 7,750 shares on February 28, 2011 and 7,750 shares on May 28, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

----

|   | (8 | ) | The number of shares beneficially owned by Mr. Steiner includes: 43,750 shares of our common stock presently outstanding and 15,500 shares of our restricted common stock which vests 7,750 shares on February 28, 2011 and 7,750 shares on May 28, 2011. |
|--------|----|---|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |   |   |                                                                                                                                                                                                                                                        |
|--------|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (9     | )      | The number of shares beneficially owned by Dr. Shen includes: 58,055shares of our common stock presently outstanding and 15,500 shares of our restricted common stock which vests 7,750 shares on February 28, 2011 and 7,750 shares on May 28, 2011.       |
|   |   |   |                                                                                                                                                                                                                                                        |
|   | (10    | )      | The number of shares beneficially owned by Mr. Wasserman includes: 14,667 shares of our common stock presently outstanding and 12,000 shares of our restricted common stock which vests 6,000 shares on February 28, 2011 and 6,000 shares on May 28, 2011. |

| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
|----------|----------------------------------------------------------------------------|

|   | • |   | Yuwei Huang, is executive vice president of our Magnesium segment, a member of the board of directors, chief executive officer and chairman of Chang Magnesium, chairman of Baotou Changxin Magnesium, chairman of YiWei Magnesium, and chief executive officer and vice chairman of Golden Magnesium; |
|--------|---------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | • |   | Taiyuan YiWei Magnesium Industry Co., Ltd., a company organized under the laws of the PRC (“YiWei Magnesium”), is a minority interest owner in Chang Magnesium;                                                                                                                            |
|   | • |   | Lifei Huang, is the daughter of Yuwei Huang;                                                                                                                                                                                                                                                           |
|   | • |   | Lifei Huang, is a registered representative of Pine Capital Enterprises Inc., a company organized under the laws of the Cayman Islands (“Pine Capital”);                                                                                                                                   |
|   | • |   | Lifei Huang, is a registered representative of Wheaton Group Corp., a company organized under the laws of Brunei Darussalam (“Wheaton”);                                                                                                                                                   |
|   | • |   | LingShi County Yihong Magnesium Co., Ltd., a company organized under the laws of the PRC (“Yihong Magnesium”), is legally represented by an officer of Chang Magnesium;                                                                                                                    |
|   | • |   | LuCheng Haixu Magnesium Co., Ltd., a company organized under the laws of the PRC (“Haixu Magnesium”), is legally represented by an officer of Chang Magnesium;                                                                                                                             |
|   | • |   | LuCheng Xinghai Magnesium Co., Ltd., a company organized under the laws of the PRC (“Xinghai Magnesium”), is legally represented by an officer of Chang Magnesium;                                                                                                                         |
|   | • |   | Shanxi Senrun Coal Chemistry Co., Ltd., a company organized under the laws of the PRC (“Senrun Coal”), is a minority interest owner in Golden Magnesium;                                                                                                                                   |
|   | • |   | NanTong Langyuan Chemical Co., Ltd., a company organized under the laws of the PRC (“NanTong Chemical”), is owned by Jingdong Chen and Qian Zhu, the minority interest owners of Lang Chemical;                                                                                            |
|   | • |   | Jingdong Chen, is vice president of our Basic Materials segment and chief executive officer of Lang Chemical;                                                                                                                                                                                          |
|   | • |   | Qian Zhu, is chief financial officer of Lang Chemical. Jingdong Chen and Qian Zhu are husband and wife;                                                                                                                                                                                                |
|   | • |   | Chen Chi is vice president of our Basic Materials Segment and minority interest owner of CDI Beijing;                                                                                                                                                                                                  |
|   | • |   | Zhongmen International Investments Co., Ltd., a company organized under the laws of the PRC (“Zhongmen International”), is legally represented by an officer of CDI Beijing;                                                                                                               |

----

|   | • |   | $834,758 due Baotou Changxin Magnesium from YiWei Magnesium for inventory provided; |
|--------|---------|--------|-------------------------------------------------------------------------------------|
|   | • |   | $4,635 due Chang Magnesium from Wheaton for inventory provided; and,                |
|   | • |   | $1,280,189 due Golden Magnesium from YiWei Magnesium for inventory provided.        |

|   | • |   | $756,795 due Chang Magnesium from YiWei Magnesium, for inventory provided;  |
|--------|---------|--------|-----------------------------------------------------------------------------|
|   | • |   | $869,105 due Chang Magnesium from Pine Capital for inventory provided; and, |
|   | • |   | $729,159 due Golden Magnesium from YiWei Magnesium for inventory provided.  |

|   | • |   | $204,536  prepaid by Baotou Changxi Magnesium to YiWei Magnesium for future delivery of inventory; |
|--------|---------|--------|--------------------------------------------------------------------------------------------------------------|
|   | • |   | $74,656 prepaid by Chang Magnesium to Haixu Magnesium to for future delivery of inventory;                   |
|   | • |   | $120,838 prepaid by Chang Magnesium to Xinghai Magnesium to for future delivery of inventory;                |
|   | • |   | $3,217,076 prepaid by Chang Magnesium to YiWei Magnesium to for future delivery of inventory,                |
|   | • |   | $4,544 prepaid by Golden Magnesium to Senrun Coal for future delivery of coke gas for fuel; and              |
|   | • |   | $120 prepaid by Golden Magnesium to YiWei Magnesium for future delivery of inventory.                        |
|   | • |   | $360,393 prepaid by IMTC to YiWei Magnesium for future delivery of inventory.                                |

|   | • |   | $2,440,793  prepaid by Chang Magnesium to YiWei Magnesium for future delivery of inventory;  |
|--------|---------|--------|--------------------------------------------------------------------------------------------------------|
|   | • |   | $73,133 prepaid by Chang Magnesium to Haixu Magnesium to for future delivery of inventory;             |
|   | • |   | $530,888 prepaid by Chang Magnesium to Xinghai Magnesium to for future delivery of inventory;          |
|   | • |   | $684,922 prepaid by Chang Magnesium to Yihong Magnesium to for future delivery of inventory;           |
|   | • |   | $1,376,395 prepaid by Baotou Changxi Magnesium to YiWei Magnesium to for future delivery of inventory; |
|   | • |   | $51,470 prepaid by Golden Magnesium to Senrun Coal for future delivery of coke gas for fuel; and,      |
|   | • |   | $665,438 prepaid by Golden Magnesium to YiWei Magnesium for future delivery of inventory.              |

----

|   | • |   | $1,324,309 due Lang Chemical from NanTong Chemical for funds advanced for working capital purposes;      |
|--------|---------|--------|----------------------------------------------------------------------------------------------------------|
|   | • |   | $74,648 due Chen Chi from CDI Beijing for funds advanced for working capital purposes;                   |
|   | • |   | $119,437 due Xing Hai from Baotou Changxi Magnesium for funds advanced for working capital purposes; and |
|   | • |   | $10,517 due YiWei Magnesium from Ruiming Magnesium for funds advanced for working capital purposes.      |

|   | • |   | $1,094,142 due Lang Chemical from NanTong Chemical for funds advanced for working capital purposes. |
|--------|---------|--------|-----------------------------------------------------------------------------------------------------|

|   | • |   | $49,566 due CDI Beijing from Zhongmen International for working capital purposes. |
|--------|---------|--------|-----------------------------------------------------------------------------------|

|   | • |   | $12,200 due from Chang Magnesium to Pine Capital for purchases of goods;             |
|--------|---------|--------|--------------------------------------------------------------------------------------|
|   | • |   | $15,135 due from Baotou Changxi Magnesium to Haixu Magnesium for purchases of goods; |
|   | • |   | $11,396 due from Golden Magnesium to YiWei Magnesium for purchases of goods;         |
|   | • |   | $1,493 due from Golden Magnesium to Haixu Magnesium for purchases of goods; and      |
|   | • |   | $334 due from Golden Magnesium to Xing Hai Magnesium for purchases of goods.         |

|   | • |   | $35,427 due from Chang Magnesium to Wheaton Group;                |
|--------|---------|--------|-------------------------------------------------------------------|
|   | • |   | $14,826 due from Baotou Changxi Magnesium to Haixu Magnesium; and |
|   | • |   | $1,463 due from Golden Magnesium to Haixu Magnesium.              |

|   | • |   | $60,990 due to Pine Capital for funds advanced for working capital of Golden Magnesium. |
|--------|---------|--------|-----------------------------------------------------------------------------------------|

----

|   | • |   | $3,872,157 due to YiWei Magnesium for the balance of the purchase price for Ruiming Magnesium. |
|--------|---------|--------|------------------------------------------------------------------------------------------------|

|   | • |   | $355,753 due to Zhongmen International Investments for working capital of CDI Beijing; and |
|--------|---------|--------|--------------------------------------------------------------------------------------------|
|   | • |   | $43,876 advanced by Jiaozhuang Hotel to CDI Beijing for working capital purposes.          |

----

| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES. |
|----------|-----------------------------------------|

|               | 2010   |          | 2009   |   |
|--------------------|--------|---------------|--------|--------|
| Audit Fees         | $      | 240,000       |   | $      | 205,000 |   |
| Audit-Related Fees |   |   90,000 |   |   | 9,824 |   |
| Tax Fees           |   |   -      |   |   | - |   |
| All Other Fees     |   |   16,534 |   |   | 22,000 |   |
| Total              | $      | 346,534       |   | $      | 236,824 |   |

----

| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES. |
|----------|------------------------------------------|

| (a)  | 1.     |   | Financial Statements                                                                                                                                                                                                                                                                                                                                                                                      |
|-----------|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |   |   | The required consolidated financial statements and Report of Independent Registered Public Accounting Firm were previously filed under Item 8 of the Original Form 10-K and included in that report on pages F - 1 through F - 36.                                                                                                                                                         |
|      | 2.     |   | Financial Statement Schedules All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (the “Commission”) are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.  |
|      | 3.     |   | Exhibits (including those incorporated by reference).                                                                                                                                                                                                                                                                                                                                                     |

| Exhibit No. |   | Description of Exhibit |
|-------------|--------|------------------------|
|        | 3.1    |                   | Certificate of Incorporation Incorporated by reference to the Form 10-SB as filed on June 17, 1999 (incorporated herein by reference to Exhibit 3.1 as part of the Company’s Form 10-SB as filed with the Commission on June 17, 1999 (Commission File No. 000-26415)). |
|        | 3.2    |                   | Bylaws (incorporated herein by reference to Exhibit 3.2 filed as a part of the Company’s Form 10-Q filed with the Commission on August 8, 2008 (Commission File No. 001-33694)). |
|        | 3.3    |                   | Certificate of Amendment to the Certificate of Incorporation (incorporated herein by reference to Exhibit 3.3 as part of the Company’s Current Report on Form 8-K filed with the Commission on August 17, 2006 (Commission File No. 000-26415)). |
|        | 3.4    |                   | Certificate of Domestication of China Direct, Inc. (incorporated herein by reference to Exhibit 3.4 as part of the Company’s Current Report on Form 8-K filed with the Commission on June 27, 2007 (Commission File No. 000-26415)). |
|        | 3.5    |                   | Form of Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.5 as part of the Company’s Current Report on Form 8-K filed with the Commission on February 12, 2008 (Commission File No. 001-33694)). |

----

|   | 4.1  |   | Form of common stock purchase warrant (incorporated herein by reference to Exhibit 4.1 as part of the Company’s Current Report on Form 8-K filed with the Commission on February 12, 2008 (Commission File No. 001-33694)).                                             |
|--------|------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 4.2  |   | Form of common stock purchase warrant (incorporated herein by reference to Exhibit 10.2 as part of the Company’s Current Report on Form 8-K filed with the Commission on June 17, 2009 (Commission File No. 001-33694)).                                                |
|   | 10.1 | +      | Employment Agreement dated August 16, 2006 with Dr. Yuejian (James) Wang (incorporated herein by reference to Exhibit 10.9 as part of the Company’s Current Report on Form 8-K filed with the Commission on August 17, 2006 (Commission File No. 000-26415)). |
|   | 10.2 | +      | Employment Agreement dated August 16, 2006 with Mr. Marc Siegel (incorporated herein by reference to Exhibit 10.10 as part of the Company’s Current Report on Form 8-K filed with the Commission on August 17, 2006 (Commission File No. 000-26415)).         |

|   | 10.3  | +      | Employment Agreement dated August 16, 2006 with Mr. David Stein (incorporated herein by reference to Exhibit 10.11 as part of the Company’s Current Report on Form 8-K filed with the Commission on August 17, 2006 (Commission File No. 000-26415)).                                                                                                                                                                              |
|--------|-------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 10.4  | +      | Employment Agreement dated August 16, 2006 with Yi (Jenny) Liu (incorporated herein by reference to Exhibit 10.12 as part of the Company’s Current Report on Form 8-K filed with the Commission on August 17, 2006 (Commission File No. 000-26415)).                                                                                                                                                                                    |
|   | 10.5  | +      | Evolve One, Inc. Stock Option Plan, as amended (incorporated herein by reference to Exhibit 10.1 as part of the Company’s Form S-8 filed with the Commission on January 11, 2005 (Commission File No. 333-121963)).                                                                                                                                                                                                                          |
|   | 10.6  | +      | 2005 Equity Compensation Plan (incorporated herein by reference to Exhibit 99.1 as part of the Company’s Registration Statement on Form S-8 filed with the Commission on June 16, 2005 (Commission File No. 333-125871)).                                                                                                                                                                                                                    |
|   | 10.7  | +      | 2006 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.14 as part of the Company’s Current Report on Form 8-K filed with the Commission on August 17, 2006 (Commission File No. 000-26415)).                                                                                                                                                                                                                          |
|   | 10.8  | +      | 2006 Stock Compensation Plan (incorporated herein by reference to Exhibit 10.1 as part of the Company’s Registration Statement on Form S-8 filed with the Commission on October 30, 2006 (Commission File No. 333-138297)).                                                                                                                                                                                                                  |
|   | 10.12 |   | CDI China, Inc., Jinan Alternative Energy Group Corp. and CDI Wanda New Energy Co., Ltd. Amended Agreement dated as of May 8, 2007 (incorporated herein by reference to Exhibit 10.1 as part of the Company’s Quarterly Report on Form 10-QSB for the period ended March 31, 2007 filed with the Commission on May 9, 2007 (Commission File No. 000-26415)).                                                                            |
|   | 10.13 |   | Contract for Sino-Foreign Equity Joint Venture between Asia Magnesium Co., Ltd., Shanxi Senrun Coal Chemistry Co., Ltd. and Taiyuan YiWei Magnesium Industry Co., Ltd. dated December 12, 2006 (incorporated herein by reference to Exhibit 10.1 as part of the Company’s Quarterly Report on Form 10-QSB for the period ended June 30, 2007 filed with the Commission on August 8, 2007 (Commission File No. 000-26415)).                   |
|   | 10.14 |   | Asia Magnesium Ownership Transfer Agreement dated July 1, 2007 between Jiang Dong and Capital One Resource Co., Ltd. (incorporated herein by reference to Exhibit 10.2 as part of the Company’s Quarterly Report on Form 10-QSB for the period ended June 30, 2007 filed with the Commission on August 8, 2007 (Commission File No. 000-26415)).                                                                                        |
|   | 10.15 |   | Shangxi Gu County Golden Magnesium Co., Ltd. Investment Agreement Supplement dated May 30, 2007 among Taiyuan YiWei Magnesium Co., Ltd., Asia Magnesium Co., Ltd. and Shanxi Senrun Coal Chemistry Co. Ltd. (incorporated herein by reference to Exhibit 10.3 as part of the Company’s Quarterly Report on Form 10-QSB for the period ended June 30, 2007 filed with the Commission on August 8, 2007 (Commission File No. 000-26415)). |
|   | 10.16 |   | Consulting and Management Agreement dated June 27, 2007 between Mr. Aihua Hu and Capital One Resource Co., Ltd. (incorporated herein by reference to Exhibit 10.4 as part of the Company’s Quarterly Report on Form 10-QSB for the period ended June 30, 2007 filed with the Commission on August 8, 2007 (Commission File No. 000-26415)).                                                                                             |
|   | 10.17 |   | Stock Purchase Agreement dated August 24, 2007 between CDI China, Inc., China Direct, Inc. and Sense Holdings, Inc. (incorporated herein by reference to Exhibit 10.1 as part of the Company’s Current Report on Form 8-K filed with the Commission on August 28, 2007 (Commission File No. 000-26415)).                                                                                                                                     |
|   | 10.18 |   | Joint Venture Agreement dated September 28, 2007 among Shanxi Jinyang Coal And Coke Group Co., Ltd., Runlian Tian and CDI China, Inc. (incorporated herein by reference to Exhibit 10.1 as part of the Company’s Quarterly Report on Form 10-QSB for the period ended September 30, 2007 filed with the Commission on November 14, 2007 (Commission File No. 000-26415)).                                                                    |
|   | 10.19 |   | Securities Purchase Agreement dated February 11, 2008 (incorporated herein by reference to Exhibit 10.19 as part of the Company’s Current Report on Form 8-K filed with the Commission on February 12, 2008 (Commission File No. 001-33694)).                                                                                                                                                                                                |
|   | 10.20 |   | Registration Rights Agreement dated February 11, 2008 (incorporated herein by reference to Exhibit 10.20 as part of the Company’s Current Report on Form 8-K filed with the Commission on February 12, 2008 (Commission File No. 001-33694)).                                                                                                                                                                                                |

----

|   | 10.21 | +      | Option Agreement dated August 16, 2006 between China Direct, Inc. and David Stein (incorporated herein by reference to Exhibit 10.3 filed as a part of the Company’s Form S-8 filed with the Commission on November 11, 2007 (Commission File No. 333-147603)).                                                                                                                                                           |
|--------|-------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 10.22 | +      | Employment Agreement dated August 7, 2008 between China Direct, Inc. and Dr. Yuejian (James) Wang (incorporated herein by reference to Exhibit 10.22 filed as a part of the Company’s Form 10-Q filed with the Commission on August 8, 2008 (Commission File No. 001-33694)).                                                                                                                                             |
|   | 10.23 | +      | Employment Agreement dated August 7, 2008 between China Direct, Inc. and Marc Siegel (incorporated herein by reference to Exhibit 10.23 filed as a part of the Company’s Form 10-Q filed with the Commission on August 8, 2008 (Commission File No. 001-33694)).                                                                                                                                                          |
|   | 10.24 | +      | Employment Agreement dated August 7, 2008 between China Direct, Inc. and David Stein (incorporated herein by reference to Exhibit 10.24 filed as a part of the Company’s Form 10-Q filed with the Commission on August 8, 2008 (Commission File No. 001-33694)).                                                                                                                                                          |
|   | 10.25 | +      | Form of Restricted Stock Agreement for Executive Officer awards under the Company’s 2008 Executive Stock Incentive Plan (incorporated herein by reference to Exhibit 10.25 filed as a part of the Company’s Form 10-Q filed with the Commission on August 8, 2008 (Commission File No. 001-33694)).                                                                                                                 |
|   | 10.26 | +      | Form of Restricted Stock Agreement for Non-Executive Officer awards under the Company’s 2008 Non-Executive Stock Incentive Plan (incorporated herein by reference to Exhibit 10.26 filed as a part of the Company’s Form 10-Q filed with the Commission on August 8, 2008 (Commission File No. 001-33694)).                                                                                                         |
|   | 10.27 | +      | Form of Restricted Stock Agreement for awards to Directors under the Company’s 2008 Non-Executive Stock Incentive Plan (incorporated herein by reference to Exhibit10.27 filed as a part of the Company’s Form 10-Q filed with the Commission on August 8, 2008 (Commission File No. 001-33694)).                                                                                                                   |
|   | 10.28 |   | Joint Venture Agreement entered into between CDI Shanghai Management Co., Ltd. and Chi Chen dated September 20, 2008 (incorporated herein by reference to Exhibit 10.28 filed as a part of the Company’s Form 10-Q filed with the Commission on August 8, 2008 (Commission File No. 001-33694)).                                                                                                                          |
|   | 10.29 | +      | Form of November 13, 2008 Amendment to Employment Agreements dated August 7, 2008 between China Direct, Inc. and Dr. Yuejian (James) Wang, Marc Siegel and David Stein (incorporated herein by reference to Exhibit 10.29 filed as a part of the Company’s Current Report on Form 10-Q for the period ended September 30, 2008 filed with the Commission on November 13, 2008 (Commission File No. 001-33694)). |
|   | 10.30 | +      | Option Agreement dated August 16, 2006 between China Direct, Inc. and Dr. Yuejian (James) Wang (incorporated herein by reference to Exhibit 10.1 filed as a part of the Company’s Form S-8 filed with the Commission on November 11, 2007 (Commission File No. 333-147603)).                                                                                                                                              |
|   | 10.31 | +      | Option Agreement dated August 16, 2006 between China Direct, Inc. and Marc Siegel (incorporated herein by reference to Exhibit 10.2 filed as a part of the Company’s Form S-8 filed with the Commission on November 11, 2007 (Commission File No. 333-147603)).                                                                                                                                                           |
|   | 10.32 |   | Baotou Changxin Magnesium Co., Ltd. Investment Agreement dated February 20, 2008 among CDI China, Inc., Excel Rise Technology Co., Ltd. and Three Harmony (Australia) Pty, Ltd. (incorporated herein by reference to Exhibit 10.1 as part of the Company’s Current Report on Form 8-K filed with the Commission on February 26, 2008 (Commission File No. 001-33694)).                                                    |
|   | 10.33 |   | Baotou Changxin Magnesium Co., Ltd. Articles of Association dated January 31, 2008 (incorporated herein by reference to Exhibit 3.1 as part of the Company’s Current Report on Form 8-K filed with the Commission on February 26, 2008 (Commission File No. 001-33694)).                                                                                                                                                  |
|   | 10.34 |   | Investment Framework Agreement dated as of April 26, 2008 by and between Baotou Xinjin Magnesium Co., Ltd. and CDI China, Inc. (incorporated herein by reference to Exhibit 10.18 as part of the Company’s Current Report on Form 8-K filed with the Commission on May 1, 2008 (Commission File No. 001-33694)).                                                                                                          |
|   | 10.35 | +      | Independent Board of Directors Compensation Plan (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Commission on June 3, 2008 (Commission File No. 001-33694)).                                                                                                                                                                                                                |
|   | 10.36 | +      | Compensation Award to Yi (Jenny) Liu on December 3, 2008 (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Commission on December 5, 2008 (Commission File No. 001-33694)).                                                                                                                                                                                                    |
|   | 10.37 |   | Lease Agreement dated August 21, 2007 between 431 Fairway Associates, LLC and China Direct, Inc. (incorporated herein by reference to Exhibit 10.37 filed as a part of the Company’s Form 10-K filed with the Commission on March 31, 2009 (Commission File No. 001-33694)).                                                                                                                                              |
|   | 10.38 | +      | Consulting Agreement dated January 23, 2009 between China Direct, Inc. and Marc Siegel (incorporated herein by reference to Exhibit 10.1 as part of the Company’s Current Report on Form 8-K filed with the Commission on January 26, 2009 (Commission File No. 001-33694)).                                                                                                                                              |
|   | 10.39 | +      | Separation and Severance Agreement dated January 23, 2009 between China Direct, Inc. and Marc Siegel (incorporated herein by reference to Exhibit 10.2 as part of the Company’s Current Report on Form 8-K filed with the Commission on January 26, 2009 (Commission File No. 001-33694)).                                                                                                                                |
|   | 10.40 |   | Stock Purchase Agreement dated January 23, 2009 between China Direct, Inc. and Marc Siegel (incorporated herein by reference to Exhibit 10.3 as part of the Company’s Current Report on Form 8-K filed with the Commission on January 26, 2009 (Commission File No. 001-33694)).                                                                                                                                          |

----

|   | 10.41 |   | Lock-Up Agreement dated January 23, 2009 between China Direct, Inc. and Marc Siegel (incorporated herein by reference to Exhibit 10.4 as part of the Company’s Current Report on Form 8-K filed with the Commission on January 26, 2009 (Commission File No. 001-33694)).                                                                                                                                   |
|--------|-------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 10.42 | +      | Compensation Arrangements with I. Andrew Weeraratne (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Commission on January 26, 2009 (Commission File No. 001-33694)).                                                                                                                                                                                           |
|   | 10.43 | +      | Compensation Arrangements with Philip Y. Shen, Ph.D. effective January 26, 2009 (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Commission on January 26, 2009 (Commission File No. 001-33694)).                                                                                                                                                               |
|   | 10.44 | +      | Amendment dated January 23, 2009 to Yuejian (James) Wang, Ph.D.’s Employment Agreement (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Commission on January 26, 2009 (Commission File No. 001-33694)).                                                                                                                                                  |
|   | 10.45 |   | Stock Purchase Agreement dated August 24, 2007 between Sense Holdings, Inc., CDI China, Inc. and China Direct, Inc. (incorporated herein by reference to Exhibit 10.1 as part of the Company’s Current Report on Form 8-K filed with the Commission on August 28, 2007 (Commission File No. 000-26415)).                                                                                                    |
|   | 10.46 | +      | Severance Agreement dated May 23, 2008 between China Direct, Inc. and Lazarus Rothstein (incorporated herein by reference to Exhibit 10.46 as part of the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 14, 2009 (Commission File No. 001-33694)).                                                                                                                            |
|   | 10.47 |   | Form of Securities Purchase Agreement dated as of March 23, 2009 between the Company and the Purchasers (incorporated herein by reference to Exhibit 10.1 as part of the Company’s Current Report on Form 8-K filed with the Commission on June 17, 2009 (Commission File No. 001-33694)).                                                                                                        |
|   | 10.48 |   | Continuous Offering Program Agreement dated October 14, 2009 between China Direct Industries, Inc. and Rodman & Renshaw, LLC (incorporated herein by reference to Exhibit 10.1 as part of the Company’s Current Report on Form 8-K filed with the Commission on October 15, 2009 (Commission File No. 001-33694)).                                                                                      |
|   | 10.49 | +      | Letter Agreement between China Direct Industries, Inc. and Andrew Wang dated as of December 23, 2009 (incorporated herein by reference to Exhibit 10.1 as part of the Company’s Current Report on Form 8-K filed with the Commission on December 23, 2009 (Commission File No. 001-33694)).                                                                                                                 |
|   | 10.50 | +      | Separation Agreement between China Direct Industries, Inc. and Andrew Wang dated as of December 23, 2009 (incorporated herein by reference to Exhibit 10.2 as part of the Company’s Current Report on Form 8-K filed with the Commission on December 23, 2009 (Commission File No. 001-33694)).                                                                                                             |
|   | 10.51 |   | Equity Transfer Agreement dated July 13, 2010 entered into among CDI China, Inc., Pine Capital Enterprises, Inc., Taiyuan Yiwei Magnesium Industry Co., Ltd. and Taiyuan Ruiming Yiwei Magnesium Industry Co., Ltd. (incorporated herein by reference to Exhibit 10.1 as part of the Company’s Current Report on Form 8-K filed with the Commission on July 15, 2010 (Commission File No. 001-33694)). |
|   | 10.52 |   | Amendment dated July 20, 2010 to Equity Transfer Agreement dated July 13, 2010 entered into among CDI China, Inc., Pine Capital Enterprises, Inc., Taiyuan Yiwei Magnesium Industry Co., Ltd. and Taiyuan Ruiming Yiwei Magnesium  Industry Co., Ltd.                                                                                                                                                   |
|   | 10.53 |   | Amendment dated October 28, 2010 to Equity Transfer Agreement dated July 13, 2010 entered into among CDI China, Inc., Pine Capital Enterprises, Inc., Taiyuan Yiwei Magnesium Industry Co., Ltd. and Taiyuan Ruiming Yiwei Magnesium  Industry Co., Ltd. (filed with initial filing of Annual Report on Form 10-K for the year ended September 30, 2010).                                               |
|   | 14.1  |   | Code of Business Conduct and Ethics (incorporated herein by reference to Exhibit 14.1 as part of the Company’s Annual Report on Form 10-K for year ended December 31, 2007 filed with the Commission on March 31, 2008 (Commission File No. 001-33694)).                                                                                                                                                    |
|   | 21.1  |   | Subsidiaries of the registrant (filed with initial filing of Annual Report on Form 10-K for the year ended September 30, 2010).                                                                                                                                                                                                                                                                                   |
|   | 23.1  |   | Consent of Sherb & Co., LLP (filed with initial filing of Annual Report on Form 10-K for the year ended September 30, 2010).                                                                                                                                                                                                                                                                                  |
|   | 24.1  |   | Power of Attorney (filed with initial filing of Annual Report on Form 10-K for the year ended September 30, 2010).                                                                                                                                                                                                                                                                                                |
|   | 31.1  | *      | Section 302 Certificate of Chief Executive Officer.                                                                                                                                                                                                                                                                                                                                                          |
|   | 31.2  | *      | Section 302 Certificate of Principal Financial and Accounting Officer.                                                                                                                                                                                                                                                                                                                                       |
|   | 32.1  | *      | Section 906 Certificate of Chief Executive Officer and Principal Financial and Accounting Officer.                                                                                                                                                                                                                                                                                                           |

|   | + |   | Management contract or compensatory plan or arrangement. |
|--------|---|--------|----------------------------------------------------------|
|   | * |   | Filed herewith.                                          |

----

|                         |                          |                                                                                                |
|------------------------------|-------------------------------|-----------------------------------------------------------------------------------------------------|
|                         | CHINA DIRECT INDUSTRIES, INC. |
|                         |                          |                                                                                                |
|  Date: January 28, 2011 | By:                           | /s/ Yuejian (James) Wang                                                                            |
|                         |                          | Yuejian (James) Wang, Chief Executive Officer, President and Chairman (Principal Executive Officer) |
|                         |                          |                                                                                                |

|                                 |   |                                                                                              |         |             |
|--------------------------------------|--------|---------------------------------------------------------------------------------------------------|--------------|------------------|
| Signature                            |   | Title                                                                                             |         | Date             |
|                                 |   |                                                                                              |         |             |
| /s/ Yuejian (James) Wang             |   | Chief Executive Officer, President and Chairman (Principal Executive Officer)                     |    | January 28, 2011 |
| Yuejian (James) Wang                 |   |                                                                                              |         |             |
|                                 |   |                                                                                              |         |             |
| /s/ Andrew X. Wang                   |   | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |         | January 28, 2011 |
| Andrew X. Wang                       |   |                                                                                              |         |             |
|                                 |   |                                                                                              |         |             |
| *                                    |   | Executive Vice President - Magnesium, Director                                                    |         | January 28, 2011 |
| Yuwei Huang                          |   |                                                                                              |         |             |
|                                 |   |                                                                                              |         |             |
| *                               |   | Director                                                                                          |         | January 28, 2011 |
| David Barnes                         |   |                                                                                              |         |             |
|                                 |   |                                                                                              |         |             |
| *                                    |   | Director                                                                                          |         | January 28, 2011 |
| Sheldon Steiner                      |   |                                                                                              |         |             |
|                                 |   |                                                                                              |         |             |
| *                                    |   |                                                                                              |         |             |
| Philip Y. Shen, Ph.D                 |   | Director                                                                                          |         | January 28, 2011 |
|                                 |   |                                                                                              |         |             |
| *                                    |   |                                                                                              |         |             |
| Adam Wasserman                       |   | Director                                                                                          |         | January 28, 2011 |
|                                 |   |                                                                                              |         |             |
|                                 |   |                                                                                              |         |             |
| *By: /s/ Yuejian (James) Wang        |   |                                                                                              |         |             |
| Yuejian (James) WangAttorney-in-fact |   |                                                                                              |         |             |

----