UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

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

For the quarterly period ended   September 30, 2008

or

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

For the transition period from ____ to _____

Commission file number  000-28767

China 3C Group

(Exact Name of Registrant as Specified in Its Charter)

Nevada	88-0403070
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

368 HuShu Nan Road

HangZhou City, Zhejiang Province, China 310014

(Address of Principal Executive Offices) (Zip Code)

086-0571-88381700

(Registrant’s telephone number, including area code)

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

Indicate by check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes x No o

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

Large accelerated filer o    Accelerated filer x     Non-accelerated filer (Do not check if a smaller

reporting company) o        Smaller reporting company o

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

As of November 7, 2008 the registrant had 53,194,844 shares of common stock outstanding.

EXPLANATORY NOTE

We are filing this Amendment No. 1 to Quarterly Report on Form 10-Q/A to amend (a) Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations of Part I, (b) Item 4 Controls and Procedures, of Part I and (c) the notes to the financial statements contained in the Report of Independent Registered Public Accounting Firm.

Except as specifically referenced herein, this Amendment No. 1 to Quarterly Report on Form 10-Q/A does not reflect any event occurring subsequent to November 10, 2008, the filing date of the original report.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
	Report of Independent Registered Public Accounting Firm	1
	Consolidated Balance Sheets as of September 30, 2008 (Unaudited) and December 31, 2007	2
	Consolidated Statements of Income for the Nine Months Ended September 30, 2008 and 2007 (Unaudited)	3
	Consolidated Statements of Income for the Three Months Ended September 30, 2008 and 2007 (Unaudited)	4
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2008 and 2007 (Unaudited)	5
	Consolidated Statement of Stockholders’ Equity for the Nine Months Ended September 30, 2008 (Unaudited) and the Year Ended December 31, 2007	6
	Notes to Consolidated Financial Statements	7 - 19
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3. Qualitative and Quantitative Disclosure About Market Risk		30
Item 4. Controls and Procedures		32
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		32
Item 1A. Risk Factors		32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		32
Item 3. Defaults Upon Senior Securities		32
Item 4. Submission of Matters to a Vote of Security Holders		32
Item 5. Other Information		33
Item 6. Exhibits		33
Signatures		34

PART I. FINANCIAL INFORMATION        

Item 1.   Financial Statements.

MORGENSTERN, SVOBODA & BAER, CPA’s, P.C.

CERTIFIED PUBLIC ACCOUNTANTS

40 Exchange Place, Suite 1820

New York, NY 10005

TEL: (212) 925-9490

FAX: (212) 226-9134

E-MAIL: MORGENCPA@CS.COM

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders of

China 3C Group

We have reviewed the accompanying consolidated balance sheets of China 3C Group as of September 30, 2008 and the consolidated statements of operations for the nine months ended September 30, 2008 & 2007 and consolidated statements of cash flows and shareholders’ equity for the nine months then ended. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of China 3C Group as of December 31, 2007 and the related consolidated statements of income retained earnings and comprehensive income, and consolidated statements of cash flows for the year then ended; and in our report dated March 4, 2008 we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2007, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Morgenstern, Svoboda & Baer, CPA’s, P.C.

Certified Public Accountants

New York, New York

November 4, 2008

1

CHINA 3C GROUP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007

	(Unaudited)			(Audited)
	9/30/2008			12/31/2007
ASSETS
Current Assets
Cash and cash equivalents	$	31,678,969		$	24,952,614
Accounts receivable, net		19,543,726			8,077,533
Inventory		15,223,160			6,725,371
Advance to supplier		1,455,775			2,572,285
Prepaid expenses		107,537			382,769
Total Current Assets		68,009,167			42,710,572
Property & equipment, net		71,379			89,414
Goodwill		20,348,278			20,348,278
Refundable deposits		41,710			48,541
Total Assets	$	88,470,534		$	63,196,805
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued expenses	$	5,973,337		$	3,108,235
Income tax payable		2,351,617			2,684,487
Total Current Liabilities		8,324,954			5,792,722
Stockholders’ Equity
Common stock, $.001 par value, 100,000,000 shares authorized, 52,673,938 and 52,673,938 issued and outstanding		52,674			52,674
Additional paid-in capital		19,465,776			19,465,776
Subscription receivable		(50,000	)		(50,000	)
Statutory reserve		7,234,295			7,234,295
Other comprehensive income		4,925,225			1,872,334
Retained earnings		48,517,610			28,829,004
Total Stockholders’ Equity		80,145,580			57,404,083
Total Liabilities and Stockholders’ Equity	$	88,470,534		$	63,196,805

The accompanying notes are an integral part of these consolidated financial statements.

2

CHINA 3C GROUP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

FOR THE NINE MONTHS ENDING SEPTEMBER 30, 2008 AND 2007

	2008			2007
Sales, net	$	225,725,603		$	206,918,528
Cost of sales		190,457,324			168,764,661
Gross profit		35,268,279			38,153,867
General and administrative expenses		10,043,055			9,597,200
Income from operations		25,225,224			28,556,667
Other (Income) Expense
Interest income		(103,581	)		(57,423)
Other (income)expense		(690,905	)		12,794
Gain on asset disposal		(2,161	)		-
Total Other (Income) Expense		(796,647	)		(44,629)
Income before income taxes		26,021,871			28,601,296
Provision for income taxes		6,333,265			10,063,012
Net income	$	19,688,606		$	18,538,284
Net income per share:
Basic	$	0.37		$	0.35
Diluted	$	0.37		$	0.35
Weighted average number of shares outstanding:
Basic		52,673,938			52,608,938
Diluted		53,073,938			52,608,938
Comprehensive Income
Net Income	$	19,688,606		$	18,538,284
Foreign currency translation adjustment		3,052,891			750,404
Comprehensive Income	$	22,741,497		$	19,288,688

The accompanying notes are an integral part of these consolidated financial statements.

3

CHINA 3C GROUP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

FOR THE THREE MONTHS ENDING SEPTEMBER 30, 2008 AND 2007

	2008			2007
Sales, net	$	79,056,756			$	57,896,861
Cost of sales		67,210,574				45,113,474
Gross profit		11,846,182				12,783,387
General and administrative expenses		3,730,967				2,856,805
Income from operations		8,115,215				9,926,582
Other (Income) Expense
Interest income		(38,014	)			(25,977	)
Other (income)/expense		(378,976	)			7,101
Total Other (Income) Expense		(416,990	)			(18,876	)
Income before income taxes		8,532,205				9,945,458
Provision for income taxes		2,168,638				3,372,489
Net income	$	6,363,567			$	6,572,969
Net income per share:
Basic	$	0.12			$	0.12
Diluted	$	0.12			$	0.12
Weighted average number of shares outstanding:
Basic		52,673,938				52,608,938
Diluted		53,073,938				52,608,938
Comprehensive Income
Net Income	$	6,363,567			$	6,572,969
Foreign currency translation adjustment		230,251				364,124
Comprehensive Income	$	6,593,818			$	6,937,093

The accompanying notes are an integral part of these consolidated financial statements.

4

CHINA 3C GROUP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007

	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$	19,688,606		$	18,538,284
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation		28,837			31,257
Gain on asset disposition		(2,161	)		-
Provision for  bad debts		24,666			5,491
Stock based compensation		336,668			851,400
(Increase) / decrease in assets:
Accounts receivables		(11,490,859	)		(1,304,612	)
Inventory		(8,497,789	)		(2,941,188	)
Prepaid expense		(61,436	)		15,619
Advance to supplier		1,116,510			(2,153,952	)
Deposits		6,831			(42,480	)
Increase / (decrease) in current liabilities:
Accounts payable and accrued expenses		2,865,102			46,850
Income tax payable		(332,870	)		798,692
Total Adjustments		(16,006,501	)		(4,692,923	)
Net cash provided by operating activities		3,682,105			13,845,361
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property & equipment		(11,088	)		(63,057	)
Proceeds from asset sales		2,447			-
Net cash used in Investing activities		(8,641	)		(63,057	)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments of notes- other		-			(4,500,000	)
Net cash used in financing activities		-			(4,500,000	)
Effect of exchange rate changes on cash and cash equivalents		3,052,891			750,404
Net change in cash and cash equivalents		6,726,355			10,032,708
Cash and cash equivalents, beginning balance		24,952,614			6,498,450
Cash and cash equivalents, ending balance	$	31,678,969		$	16,531,158
SUPPLEMENTAL DISCLOSURES:
Cash paid during the year for:
Income tax payments	$	6,666,135		$	9,264,320
Interest payments	$	-		$	-

The accompanying notes are an integral part of these consolidated financial statements.

5

CHINA 3C GROUP AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND THE YEAR ENDED DECEMBER 31, 2007

					Additional		Other										Total
	Common Stock				Paid-In		Comprehensive		Subscription			Statutory					Stockholders’
	Shares		Amount		Capital		Income		Receivable			Reserve		Retained Earnings			Equity
Balance December 31, 2006		52,488,938	$	52,489	$	17,352,691	$	427,616	$	(50,000	)	$	3,320,755	$	9,822,844		$	30,926,395
Foreign currency translation adjustments								1,444,718										1,444,718
Income for the years ended December  31, 2007															22,919,700			22,919,700
Stock based compensation		185,000		185		2,113,085												2,113,270
Transferred To statutory reserve													3,913,540		(3,913,540	)		-
Balance December 31, 2007		52,673,938		52,674		19,465,776		1,872,334		(50,000	)		7,234,295		28,829,004			57,404,083
Foreign currency translation adjustments								3,052,891										3,052,891
Income for  the nine months ending September  30, 2008															19,688,606			19,688,606
Balance September 30, 2008		52,673,938	$	52,674	$	19,465,776	$	4,925,225	$	(50,000	)	$	7,234,295	$	48,517,610		$	80,145,580

The accompanying notes are an integral part of these consolidated financial statements

6

CHINA 3C GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008

Note 1 - ORGANIZATION

China 3C Group (the “Company”) was incorporated on August 20, 1998 under the laws of the State of Nevada. Capital Future Developments Limited - BVI (“Capital”) was incorporated on July 22, 2004 under the laws of the British Virgin Islands. Zhejiang Yong Xin Digital Technology Co., Ltd. (“Zhejiang”), Yiwu Yong Xin Communication Ltd. (“Yiwu”), Hangzhou Wang Da Electronics Co., Ltd. (“Wang Da”), Hangzhou Sanhe Electronic Technology Limited (“Sanhe”), and Shanghai Joy & Harmony Electronics Company Limited (“Joy & Harmony”) were incorporated under the laws of Peoples Republic of China on July 11, 2005, July 18, 1997, March, 30, 1998, April 12, 2004, and August 20, 2003, respectively.

On December 21, 2005 Capital became a wholly owned subsidiary of China 3C Group through a reverse merger. China 3C Group acquired all of the issued and outstanding capital stock of Capital pursuant to a Merger Agreement dated as of December 21, 2005 by and among China 3C Group, XY Acquisition Corporation, Capital and the shareholders of Capital (the “Merger Agreement”). Pursuant to the Merger Agreement, Capital became a wholly owned subsidiary of China 3C Group and, in exchange for the Capital shares, China 3C Group issued 35,000,000 new shares of its common stock to the shareholders of Capital, representing 93% of the then issued and outstanding capital stock of China 3C Group and a cash consideration of $500,000.

On August 3, 2006, Capital completed the acquisition of a 100% interest in Sanhe for a cash and stock transaction valued at approximately $8,750,000. The consideration consisted of 915,751 newly issued shares of the Company’s common stock and $5,000,000 in cash.

On November 28, 2006, Capital completed the acquisition of a 100% interest in Joy & Harmony for a cash and stock transaction valued at approximately $18,500,000. The consideration consisted of 2,723,110 shares of the Company’s common stock and $7,500,000 in cash.

On August 15, 2007, the Company changed the ownership structure. As a result, instead of Capital owning 100% of Zhejiang, as previously was the case, Capital entered into contractual agreements with Zhejiang whereby Capital owns a 100% interest in the revenues of Zhejiang. Capital does not have an equity interest in Zhejiang, but is deemed to have all the economic benefits and liabilities by contract.  Under this structure, Zhejiang is now a wholly foreign owned enterprise (WOFE) of Capital. The contractual agreements give Capital and its’ equity owners an obligation to absorb any losses and rights to receive revenue. Capital will be unable to make significant decisions about the activities of Zhejiang and cannot carry out its principal activities without financial support. These characteristics as defined in Financial Accounting Standards Board (FASB) interpretation 46, Consolidation of Variable Interest Entities (VIEs), qualifies the business operations of Zhejiang to be consolidated with Capital and   ultimately with China 3C Group.  Zhejiang owns 90% of the issued and outstanding capital stock of each of Wang Da and Yiwu.

7

The Company is engaged in the business of the resale and distribution of mobile phone, facsimile machines, DVD players, stereos, speakers, MP3 and MP4 players, iPods, electronic dictionaries, CD players, radios, Walkman, and audio systems.

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. The Company’s functional currency is the Chinese Renminbi, however the accompanying consolidated financial statements have been translated and presented in United States Dollars.

Translation Adjustment

As of September 30, 2008 and December 31, 2007, the accounts of Zhejiang, Wang Da, Yiwu, Sanhe, and Joy & Harmony were maintained, and its financial statements were expressed, in Chinese Yuan Renminbi (“CNY”). Such financial statements were translated into U.S. Dollars (“USD”) in accordance with Statement of Financial Accounts Standards (“SFAS”) No. 52, “Foreign Currency Translation,” with the CNY as the functional currency. According to the SFAS No. 52, all assets and liabilities were translated at the current exchange rate, stockholders’ equity is translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with SFAS No. 130, “Reporting Comprehensive Income,” as a component of shareholders’ equity. Transaction gains and losses are reflected in the income statement.

8

CHINA 3C GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements include the accounts of China 3C Group and its wholly owned subsidiaries Capital, Zhejiang, Wang Da, Yiwu, Joy and Harmony, and Sanhe, collectively referred to as the Company. All material intercompany accounts, transactions and profits have been eliminated in consolidation.

Risks and Uncertainties

The Company is subject to substantial risks from, among other things, intense competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, foreign currency exchange rates and the volatility of public markets.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

9

CHINA 3C GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Cash and Cash Equivalents

Cash and cash equivalents include cash in hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less.

Accounts Receivable

The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Terms of the sales vary. Reserves are recorded primarily on a specific identification basis. Allowance for doubtful debts amounted to $128,469 and $103,803 as at September 30, 2008 and December 31, 2007, respectively.

Inventories

Inventories are valued at the lower of cost (determined on a weighted average basis) or market.  Management compares the cost of inventories with the market value and allowance is made for writing down their inventories to market value, if lower. As of September 30, 2008 and December 31, 2007, inventory consisted of finished goods valued at $15,223,160 and $6,725,371, respectively.

Property, Plant & Equipment

Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives of:

Furniture and Fixtures & Office Equipment	5 years
Automobile	5 years

As of September 30, 2008 and December 31, 2007, Property, Plant & Equipment consist of the following:

	2008			2007
Automobile	$	132,627		$	138,330
Office equipment		116,700			105,612
		249,327			243,942
Accumulated depreciation		(177,948	)		(154,528	)
	$	71,379		$	89,414

10

CHINA 3C GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Long-Lived Assets

Effective January 1, 2002, the Company adopted SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (SFAS 144), which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” and the accounting and reporting provisions of APB Opinion No. 30, “Reporting the Results of Operations for a Disposal of a Segment of a Business.” The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with SFAS 144. SFAS 144 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal. Based on its review, the Company believes that, as of September 31, 2008, there were no significant impairments of its long-lived assets.

Fair Value of Financial Instruments

Statement of Financial Accounting Standard No. 107, “Disclosures about Fair Value of Financial Instruments,” requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value.

Revenue Recognition

The Company’s revenue recognition policies are in compliance with Staff Accounting Bulletin (SAB) 104. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectibility is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

Stock-Based Compensation

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure-an amendment of SFAS 123.” This statement amended SFAS 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition for a voluntary charge to the fair value based method of accounting for stock-based employee compensation. In addition, this statement amended the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. Effective for the year beginning January 1, 2006 the Company has adopted SFAS 123 (R), “Share-Based Payment” which supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees” and eliminates the intrinsic value method that was provided in SFAS 123 for accounting of stock-based compensation to employees. The Company made no employee stock-based compensation grants before December 31, 2005 and therefore has no unrecognized stock compensation related liabilities or expense unvested or vested prior to 2006. 

11

CHINA 3C GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Advertising

Advertising expenses consist primarily of costs of promotion for corporate image and product marketing and costs of direct advertising. The Company expenses all advertising costs as incurred.

Income Taxes

The Company utilizes SFAS No. 109, “Accounting for Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Basic and Diluted Earnings per Share

Earnings per share are calculated in accordance with the SFAS No. 128 (SFAS No. 128), “Earnings per Share.” SFAS No. 128 superseded Accounting Principles Board Opinion No.15 (APB 15). Net loss per share for all periods presented has been restated to reflect the adoption of SFAS No. 128. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

Statement of Cash Flows

In accordance with SFAS No. 95, “Statement of Cash Flows,” cash flows from the Company’s operations is based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet.

12

CHINA 3C GROUP AND SUBSIDIARIES

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company has a diversified customer base, most of which are in China. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

Segment Reporting

SFAS No. 131 (SFAS 131), “Disclosure about Segments of an Enterprise and Related Information,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

Recent Accounting Pronouncements

In July 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement 109” (“FIN No. 48”). FIN No. 48 clarifies the accounting for Income Taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition and clearly scopes income taxes out of SFAS No. 5, “Accounting for Contingencies.” FIN No. 48 is effective for fiscal years beginning after December 15, 2006. The adoption of this statement had no impact on the Company’s consolidated financial statements.

In September 2006, FASB issued SFAS No. 157, “Fair Value Measurements.”  This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”), and expands disclosures about fair value measurements.  This statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute.  Accordingly, this statement does not require any new fair value measurements.  However, for some entities, the application of this statement will change current practice.  This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  The adoption of this statement had no impact on the Company’s consolidated financial statements.

13

CHINA 3C GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108 (SAB 108).  SAB 108 was issued to provide interpretive guidance on how the effects of the carryover reversal of prior year misstatements should be considered in quantifying a current year misstatement. The provisions of SAB 108 are effective for the Company for its December 31, 2006 year-end.  The adoption of SAB 108 had no impact on the Company’s consolidated financial statements.

In February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115.”  This statement permits entities to choose to measure many financial instruments and certain other items at fair value. This statement is expected to expand the use of fair value measurement, which is consistent with the Board’s long-term measurement objectives for accounting for financial instruments.  This statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007.  The adoption of this statement had no impact on the Company’s consolidated financial statements.

In December 2007, FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements.” This Statement amends ARB 51 to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 is effective for the Company’s fiscal year beginning October 1, 2009. Management is currently evaluating the effect of this pronouncement on financial statements.

In March 2008, FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities.” The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The new standard also improves transparency about the location and amounts of derivative instruments in an entity’s financial statements; how derivative instruments and related hedged items are accounted for under Statement 133; and how derivative instruments and related hedged items affect its financial position, financial performance, and cash flows. Management is currently evaluating the effect of this pronouncement on financial statements.

On May 8, 2008, FASB issued FASB Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles,” which will provide framework for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for nongovernmental entities. With the issuance of SFAS No. 162, the GAAP hierarchy for nongovernmental entities will move from auditing literature to accounting literature.  The Company is currently assessing the impact of SFAS No. 162 on its financial position and results of operations.

14

CHINA 3C GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In May 2008, FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts.” SFAS No. 163 clarifies how SFAS No. 60, “Accounting and Reporting by Insurance Enterprises,” applies to financial guarantee insurance contracts issued by insurance enterprises, and addresses the recognition and measurement of premium revenue and claim liabilities. It requires expanded disclosures about contracts, and recognition of claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also requires disclosure about (a) the risk-management activities used by an insurance enterprise to evaluate credit deterioration in its insured financial obligations, and (b) the insurance enterprise’s surveillance or watch list. The Company is currently evaluating the impact of SFAS No. 163.

Note 3 - ADVANCE TO SUPPLIER

Advances to suppliers represent payments to suppliers for payments of finished goods. As of September 30, 2008 and December 31, 2007 the Company had paid $1,455,775 and $2,572,285, respectively, as advances to suppliers.

Note 4 - STOCK WARRANTS, OPTIONS, AND COMPENSATION

On December 20, 2005, the Company issued a warrant for 4,000,000 shares to two individuals with an exercise price of $0.10. The warrants were issued for consulting services to be provided from December 20, 2005 to December 19, 2006. The warrant was exercisable immediately and was exercised on December 30, 2005.

The Company is amortizing the fair value of the warrants, $400,000, over the period of the agreement. The fair value of the warrants was calculated assuming 293% volatility, term of the warrant of 3 years, risk free rate of 4% and dividend yield of 0%. For the year ended December 31, 2006 and December 31, 2005, $387,945 and $12,055 of consulting fee was expensed relating to the warrants, respectively.

On December 8, 2006 the company issued to Ken Berents, a newly appointed Board member, an option grant (incentive Stock Options) to purchase 50,000 shares of common stock at the closing price as of December 7, 2006. Options expire 10 years from issuance.

On January 2, 2007, the company issued to Todd Mavis, a newly appointed Board member, an option grant to purchase 50,000 shares of common stock at the closing price as of January 2, 2007. Options expire 10 years from issuance. As of December 17, 2007, Todd Mavis resigned.

On May 7, 2007 the Board of Directors appointed Joseph Levinson to serve as a member of the Board of Directors of the Company.  As compensation his services, Mr. Levinson receives:

· A monthly grant of 1,000 shares of the Company’s Common Stock; and

· An annual grant of Stock Options to purchase 300,000 shares of common stock of the Company. The annual grant of Stock Options vests immediately upon issuance. The exercise price of the initial grant of Stock Options shares was based on the closing price of the common stock of the Company on May 7, 2007.

On December 8, 2007 the Company issued, to Ken Berents, an option grant (incentive Stock Options) to purchase 30,000 shares of common stock at the closing price as of December 7, 2007. Options expire 10 years from issuance.

15

CHINA 3C GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008

Note 4 - STOCK WARRANTS, OPTIONS, AND COMPENSATION (CONTINUED)

Stock options—The three stock options have a ten-year life and were fully vested upon issuance. The option holder has no voting or dividend rights. The grant price was equal the market price at the date of grant. The company records the expense of the stock options over the related vesting period. The options were valued using the Black-Scholes option-pricing model at the date of grant stock option pricing.

	Nine Months ended
	September 30, 2008
Expected Volatility		153	%
Expected term (in years)
Todd L. Mavis		9
Kenneth T. Berents		9
Joseph  Levinson		9
Expected dividends		-
Risk-free rate of return (weighted average)		3	%
Weighted average grant-date fair value		3.8-6.15

Expected volatility is based on the historical volatility of the Company’s stock price. The expected term represents the estimated average period of time that the options remain outstanding. No dividend payouts were assumed, as the Company has no plans to declare dividends during the expected term of the stock options. The risk-free rate of return reflects the weighted average interest rate offered for zero coupon treasury bonds over the expected term of the options. Based upon this calculation and pursuant to ETIF 96-18, the company recorded a $336,668 and a $899,952 expense for these warrants for the nine months ending September 30, 2008 and the year ending December 31, 2007, respectively.

The Company did not grant any options during the period ending September 30, 2008:

					Aggregate
			Exercise	Remaining	Intrinsic
	Total		Price	Life	Value
Outstanding, December 31, 2007		400,000
Granted in 2008		-
Exercised in 2008		-
Outstanding, September 30, 2008		400,000

Note 5 - COMPENSATED ABSENCES

Regulation 45 of PRC labor laws entitles employees to annual vacation leave after 1 year of service. In general all leave must be utilized annually, with proper notification, any unutilized leave is cancelled.

Note 6 - INCOME TAXES

The Company, through its subsidiaries, Zhejiang, Wang Da, Sanhe, and Yiwu, is governed by the Income Tax Laws of the PRC. Operations in the United States of America have incurred net accumulated operating losses of approximately $2,300,000 as of December 31, 2007 for income tax purposes. However, a hundred percent allowance has been created on the deferred tax asset of approximately $920,000 due to uncertainty of its realization.

Pursuant to the PRC Income Tax Laws, from January 1, 2008, the Enterprise Income Tax (“EIT) is at a statutory rate of 25%.

16

CHINA 3C GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008

Note 6 - INCOME TAXES (CONTINUED)

The following is a reconciliation of income tax expense:
9/30/2008	U.S.				State				International			Total
Current		$	-			$	-			$	6,333,265		$	6,333,265
Deferred			-				-
Total		$	-			$	-			$	6,333,265		$	6,333,265
9/30/2007		U.S.				State				International			Total
Current		$	-			$	-			$	10,063,012		$	10,063,012
Deferred			-				-				-			-
Total		$	-			$	-			$	10,063,012		$	10,063,012
Reconciliation of the differences between the statutory U.S. Federal income tax rate and the effective rate is as follows:
		9/30/2008				9/30/2007
US statutory tax rate			34	%			34	%
Foreign income not recognized in US			-34	%			-34	%
PRC income tax			25	%			33	%
Effective rate			25	%			33	%

Note 7 - COMMITMENTS

The Company leases various office facilities under operating leases that terminate thru 2011. The Company also has management agreements that terminated in 2007. Rent expense for the nine months ending September 30, 2008 and 2007 was $155,011 and $96,323, respectively. The future minimum obligations under these agreements are as follows:

2009	$	133,327
2010	$	46,793
2011	$	24,063

In addition, the Company is committed to pay $140,003 under an advertising agreement expiring March 31, 2009.

17

CHINA 3C GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008

Note 8 - STATUTORY RESERVE

In accordance with the laws and regulations of the PRC, a wholly-owned Foreign Invested Enterprises income, after the payment of the PRC income taxes, shall be allocated to the statutory surplus reserves and statutory public welfare fund. Prior to January 1, 2006, the proportion of allocation for reserve was 10 percent of the profit after tax to the surplus reserve fund and additional 5-10 percent to the public affair fund. The public welfare fund reserve was limited to 50 percent of the registered capital.  Effective January 1, 2006, there is now only one fund requirement. The reserve is 10 percent of income after tax, not to exceed 50 percent of registered capital.

Statutory Reserve funds are restricted for set off against losses, expansion of production and operation or increase in register capital of the respective company. Statutory public welfare fund is restricted to the capital expenditures for the collective welfare of employees. These reserves are not transferable to the Company in the form of cash dividends, loans or advances. These reserves are therefore not available for distribution except in liquidation. As of September 30, 2008 and December 31, 2007, the Company had allocated $7,234,295 to these non-distributable reserve funds.

Note 9 - OTHER COMPREHENSIVE INCOME

Balances of related after-tax components comprising accumulated other comprehensive income, included in stockholders’ equity, at September 30, 2008 and December 31, 2007 are as follows:

	Foreign Currency Translation Adjustment		Accumulated Other Comprehensive Income
Balance at December 31, 2006	$	427,616	$	427,616
Change for 2007		1,444,718		1,444,718
Balance at December 31, 2007		1,872,334		1,872,334
Change for 2008		3,052,891		3,052,891
Balance at September 30, 2008	$	4,925,225	$	4,925,225

Note 10 - CURRENT VULNERABILITY DUE TO CERTAIN RISK FACTORS

The Company’s operations are carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, by the general state of the PRC’s economy. The Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

Note 11 – MAJOR CUSTOMERS AND CREDIT RISK

During the period ended September 30, 2008, no customer accounted for more than 10% of the Company’s sales or accounts receivable. At September 30, 2008 no vendor comprised more than 10% of the Company’s purchase or accounts payable.

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Note 12 -   SEGMENT INFORMATION

The Company separately operates and prepares accounting and other financial reports to management for four of its major business organizations (Wang Da, Sanhe, Yiwu and Joy & Harmony). Each of the individual operating companies corresponds to different product groups.  Wang Da is mainly operating mobile phones, Sanhe is mainly operating home appliances, Yiwu is mainly operating office communication products, and Joy & Harmony is mainly operating consumer electronics.  All segments are accounted for using the accounting principals described in Note 2.

The Company has identified four reportable segments required by SFAS 131: (1) mobile phones, (2) home electronics, (3) office communication products, and (4) consumer electronics.

The following tables present summarized information by segment (in thousands):

	Three Months Ended September 30, 2008
	Mobile Phones		Home Electronics		Office Communication Products		Consumer Electronics		Other		Total
Sales, net	$	26,990	$	17,266	$	16,553	$	18,248	$	-	$	79,057
Cost of sales		22,006		14,478		14,252		16,475		-		67,211
Gross profit		4,984		2,788		2,301		1,773		-		11,846
Income from operations		3,612		1,578		1,818		1,201		(93)		8,116
Total assets	$	25,941	$	21,919	$	19,694	$	19,500	$	1,416	$	88,470

	Three Months Ended September 30, 2007
	Mobile Phone		Home Electronics		Office Communication Product		Consumer Electronics		Other		Total
Sales, net	$	17,269	$	14,242	$	14,129	$	12,257	$	-	$	57,897
Cost of sales		13,758		9,929		11,403		10,024		-		45,114
Gross profit		3,511		4,313		2,726		2,233		-		12,783
Income from operations		2,962		(678)		2,241		1,905		3,497		9,927
Total assets	$	13,901	$	14,734	$	11,681	$	14,430	$	1,727	$	56,473

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Forward Looking Statements

The following discussion includes forward-looking statements.   In some cases, these statements are identifiable through the use of words such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”, “project”, “target”, “can”, “could”, “may”, “should”, “will”, “would”, and similar expressions. You are cautioned not to place undue reliance on these forward-looking statements. In addition, our management may make forward-looking statements to analysts, investors, representatives of the media and others. These forward-looking statements are not historical facts and represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and beyond our control.  Our actual results may differ significantly from those projected in the forward-looking statements. Factors that may cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed in “Risk Factors” and elsewhere in this Form 10-Q/A.

The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto appearing elsewhere in this Form 10-Q/A.

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

China 3C Group was incorporated on August 20, 1998 under the laws of the State of Nevada. Capital Future Developments Limited (“Capital”) was incorporated on July 22, 2004 under the laws of the British Virgin Islands. Zhejiang Yong Xin Digital Technology Co., Ltd. (“Zhejiang”), Yiwu Yong Xin Communication Ltd. (“Yiwu”), Hangzhou Wandga Electronics Co., Ltd. (“Wang Da”), Hangzhou Sanhe Electronic Technology, Limited (“Sanhe”), and Shanghai Joy & Harmony Electronic Development Co., Ltd. (“Joy & Harmony”) were incorporated under the laws of Peoples Republic of China on July 11, 2005, July 18, 1997, March 30, 1998, April 12, 2004, and August 25, 2003, respectively. China 3C Group owns 100% of Capital and Capital own 100% of the capital stock of Joy & Harmony and Sanhe. Until August 14, 2007, when it made the change to its ownership structure described in the next paragraph in order to comply with certain requirements of PRC law, Capital owned 100% of the capital stock of Zhenjiang. Zhejiang owns 90% and Yiwu owns 10% of Wang Da. Zhejiang owns 90% and Wang Da owns 10% of Yiwu. Collectively the six corporations are referred to herein as the Company.

On December 21, 2005 Capital became a wholly owned subsidiary of China 3C Group through a merger with a wholly owned subsidiary of the Company (“Merger Transaction”). China 3C Group acquired all of the issued and outstanding capital stock of Capital pursuant to a Merger Agreement dated at December 21, 2005 by and among China 3C Group, XY Acquisition Corporation, Capital and the shareholders of Capital (the “Merger Agreement”). Pursuant to the Merger Agreement, Capital became a wholly owned subsidiary of China 3C Group and, in exchange for the Capital shares, China 3C Group issued 35,000,000 shares of its common stock to the shareholders of Capital, representing 93% of the issued and outstanding capital stock of China 3C Group at that time and a cash consideration of $500,000. On August 15, 2007, in order to comply with the requirements of PRC law, the Company recapitalized its ownership structure. As a result, instead of Capital owning 100% of Zhejiang as previously was the case, Capital entered into contractual agreements with Zhejiang whereby Capital owns a 100% interest in the revenues of Zhejiang. Capital does not have an equity interest in Zhejiang, but is deemed to have all the economic benefits and liabilities by contract. Under this structure, Zhejiang is now a wholly foreign owned enterprise of Capital. The contractual agreements give Capital and its’ equity owners an obligation to absorb, any losses, and rights to receive revenue. Capital will be unable to make significant decisions about the activities of Zhejiang and can not carry out its principal activities without financial support. These characteristics as defined in Financial Accounting Standards Board (“FASB”) Interpretation 46, Consolidation of Variable Interest Entities (VIEs), qualifies the business operations of Zhejiang to be consolidated with Capital and ultimately with China 3C Group.

As a result of the Merger Agreement, the reorganization was treated as an acquisition by the accounting acquiree that is being accounted for as a recapitalization and as a reverse merger by the legal acquirer for accounting purposes. Pursuant to the recapitalization, all capital stock shares and amounts and per share data have been retroactively restated. Accordingly, the financial statements include the following:

20

(1) The balance sheet consists of the net assets of the accounting acquirer at historical cost and the net assets of the legal acquirer at historical cost.

(2) The statements of operations include the operations of the accounting acquirer for the period presented and the operations of the legal acquirer from the date of the merger.

Pursuant to a share exchange agreement, dated August 3, 2006, we issued 915,751 shares of restricted common stock, to the former shareholders of Hangzhou Sanhe Electronic Technology Limited. The shares were valued at $3,750,000, which was the fair value of the shares at the date of the exchange agreement. This amount is included in the cost of net assets and goodwill purchased.

Pursuant to a share exchange agreement, dated November 28, 2006, we issued 2,723,110 shares of newly issued shares of common stock to the former shareholders of Shanghai Joy & Harmony Electronics Company Limited. The shares were valued at $11,000,000, which was the fair value of the shares at the date of exchange agreement. This amount is included in the cost of net assets and goodwill purchased.

The Company is engaged in the business of resale and distribution of mobile phones, facsimile machines, DVD players, stereos, speakers, MP3 and MP4 players, iPods, electronic dictionaries, CD players, radios, Walkmans, and audio systems. We sell and distribute these products through retail stores and secondary distributors.

Result of Operations

For the Nine and Three Months Ended September 30, 2008 and 2007

Reportable Operating Segments

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

a)           Yiwu Yong Xin Telecommunication Company, Limited or “Yiwu”

b)           Hangzhou Wang Da Electronics Company, Limited or “Wang Da”

c)           Hangzhou Sanhe Electronic Technology Limited or “Sanhe”

d)           Shanghai Joy & Harmony Electronics Company Limited or “Joy & Harmony”

a)           Yiwu Yong Xin Telecommunication Company Limited or “Yiwu”

Yiwu focuses on the selling, circulation and modern logistics of fax machines and cord phone products.

All amounts, except percentage of revenues, in thousands of U.S. dollars.

	Nine months ended  September 30,						Percentage
Yiwu	2008			2007			Change
Revenue	$	47,002		$	48,744			(3.57	)%
Gross Profit	$	7,099		$	7,440			(4.58	)%
Gross Margin		15.10	%		15.26	%		(0.16	)%
Operating Income	$	5,230		$	6,093			(14.16	)%

	Three months ended  September 30,						Percentage
Yiwu	2008			2007			Change
Revenue	$	16,553		$	14,129			17.16	%
Gross Profit	$	2,301		$	2,726			(15.59	)%
Gross Margin		13.90	%		19.29	%		(5.39	)%
Operating Income	$	1,818		$	2,241			(18.88	)%

21

For the nine months ended September 30, 2008, Yiwu generated revenue of $47,002 thousand, a decrease of $1,742 thousand or 3.57% compared to $48,744 thousand for the nine months ended September 30, 2007. Gross profit decreased $341 thousand or 4.58% from $7,440 thousand for the nine months ended September 30, 2007 to $7,099 thousand for the nine months ended September 30, 2008. Operating income was $5,230 thousand for the nine months ended September 30, 2008, a decrease of $863 thousand or 14.16% compared to $6,093 thousand for the nine months ended September 30, 2007. Such decreases in revenue, gross profit and operating income were primarily due to the unprecedented snow storm in China during the first two months of the year which created a backlog in our distribution channels.

For the three months ended September 30, 2008, Yiwu generated revenue of $16,553 thousand, an increase of $2,424 thousand or 17.16 % compared to $14,129 thousand for the three months ended September 30, 2007. Gross profit decreased $425 thousand or 15.59% from $2,726 thousand for the three months ended September 30, 2007 to $2,301 thousand for the three months ended September 30, 2008. Operating income was $1,818 thousand for the three months ended September 30, 2008, a decrease of $423 thousand or 18.88% compared to $2,241 thousand for the three months ended September 30, 2007.

Gross profit margin decreased from 19.29% to 13.90% for the three months ended September 30, 2008 compared to the same period in 2007.  Gross margin decreased due to the decrease in unit sales price caused by  promotional sales.

b)           Hangzhou Wang Da Electronics Company Limited or “Wang Da”

Wang Da focuses on the selling, circulation and modern logistics of cell phones, cell phones products, and digital products, including digital cameras, digital camcorders, PDAs, flash disks, and removable hard disks.

All amounts, except percentage of revenues, in thousands of U.S. dollars.

	Nine months ended September 30,						Percentage
Wang Da	2008			2007			Change
Revenue	$	74,767		$	63,441			17.85	%
Gross Profit	$	12,259		$	10,391			17.98	%
Gross Margin		16.40	%		16.38	%		0.02	%
Operating Income	$	8,530		$	8,629			(1.15	)%

	Three months ended  September 30,						Percentage
Wang Da	2008			2007			Change
Revenue	$	26,990		$	17,269			56.29	%
Gross Profit	$	4,984		$	3,511			41.95	%
Gross Margin		18.47	%		20.33	%		(1.86	)%
Operating Income	$	3,612		$	2,962			21.94	%

For the nine months ended September 30, 2008, Wang Da generated revenue of $74,767 thousand, an increase of $11,326 thousand or 17.85% compared to $63,441 thousand for the nine months ended September 30, 2007. Gross profit increased $1,868 thousand or 17.98% from $10,391 thousand for the nine months ended September 30, 2007 to $12,259 thousand for the nine months ended September 30, 2008. Operating income was $8,530 thousand for the nine months ended September 30, 2008, a decrease of $99 thousand or 1.15 % compared to $8,629 thousand for the nine months ended September 30, 2007. The increase in revenue and gross profit were due to the expansion of Wang Da’s distribution networks, as well as opening of new stores, offset by the negative effect of  the unprecedented snow storm in China during the first two months of the year which created a backlog in our distribution channels.

22

For the three months ended September 30, 2008, Wang Da generated revenue of $26,990 thousand, an increase of $9.721 thousand or 56.29% compared to $17,269 thousand for the three months ended September 30, 2007. Gross profit increased $1,473 thousand or 41.95% from $3,511 thousand for the three months ended September 30, 2007 to $4,984 thousand for the three months ended September 30, 2008. Operating income was $3,612 thousand for the three months ended September 30, 2008, an increase of $650 thousand or 21.94% compared to $2,962 thousand for the three months ended September 30, 2007. The increase in revenue and gross profit were primarily due to the expansion of Wang Da’s distribution networks, as well as opening of new stores.

Gross profit margin decreased from 20.33% in the three months ended September 30, 2007 to 18.47% in the three months ended September 30, 2008, a decrease of 1.86%  The decrease was a result of a slight increase in promotional sales on cell phones within the Wang Da’s store in store locations.

c)           Hangzhou Sanhe Electronic Technology Limited or “Sanhe”

Sanhe focuses on the selling, circulation and modern logistics of home electronics, including DVD players, audio systems, speakers, televisions and air conditioners.

All amounts, except percentage of revenues, in thousands of U.S. dollars.

	Nine months ended  September 30,						Percentage
Sanhe	2008			2007			Change
Revenue	$	52,404		$	48,503			8.04	%
Gross Profit	$	9,272		$	12,446			(25.50	)%
Gross Margin		17.69	%		25.66	%		(7.97	)%
Operating Income	$	5,841		$	5,107			14.37	%

	Three months ended September 30,						Percentage
Sanhe	2008			2007			Change
Revenue	$	17,266		$	14,242			21.23	%
Gross Profit	$	2,788		$	4,313			(35.36	)%
Gross Margin		16.15	%		30.28	%		(14.13	)%
Operating Income	$	1,578		$	(678	)		332.74	%

For the nine months ended September 30, 2008, Sanhe generated revenue of $52,404 thousand, an increase of $3,901 thousand or 8.04% compared to $48,503 thousand for the nine months ended September 30, 2007. Gross profit decreased $3,174 thousand or 25.50% from $12,446 thousand for the nine months ended September 30, 2007 to $9,272 thousand for the nine months ended September 30, 2008. Operating income was $5,841 thousand for the nine months ended September 30, 2008, an increase of $734 thousand or 14.37 % compared to $5,107 thousand for the nine months ended September 30, 2007. The increase in revenue and operating income were due to the expansion of Sanhe’s distribution networks, as well as opening of new stores, offset by the negative effect of  the unprecedented snow storm in China during the first two months of the year which created a backlog in our distribution channels. Gross profit decreased due to a more competitive sales environment on home electronics which caused the unit sales price to decrease.

For the three months ended September 30, 2008, Sanhe generated revenue of $17,266 thousand, an increase of $3,024 thousand or 21.23% compared to $14,242 thousand for the three months ended September 30, 2007. Gross profit decreased $1,525 thousand or 35.36% from $4,313 thousand for the three months ended September 30, 2007 to $2,788 thousand for the three months ended September 30, 2008. Operating income was $1,578 thousand for the three months ended September 30, 2008, an increase of $2,256 thousand or 332.74% compared to $(678) thousand for the three months ended September 30, 2007. Gross profit decreased due to a more competitive sales environment on home electronics which caused the unit sales price to decrease.

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Gross profit margin decreased from 30.28% in the three months ended September 30, 2007 to 16.15% in the three months ended September 30, 2008, a decrease of 14.13%.  Gross profit decreased due to a more competitive sales environment on home electronics which caused the unit sales price to decrease.

d)           Shanghai Joy & Harmony Electronics Company Limited or “Joy & Harmony”

Joy & Harmony focuses on the selling, circulation and modern logistics of consumer electronics, including MP3 players, MP4 players, iPod, electronic dictionary, radios, and Walkman.

All amounts, except percentage of revenues, in thousands of U.S. dollars.

	Nine months ended September 30,						Percentage
Joy & Harmony	2008			2007			Change
Revenue	$	51,533		$	46,231			11.47	%
Gross Profit	$	6,639		$	7,877			(15.72	)%
Gross Margin		12.88	%		17.04	%		(4.16	)%
Operating Income	$	4,958		$	6,770			(26.77	)%

	Three months ended September 30,						Percentage
Joy & Harmony	2008			2007			Change
Revenue	$	18,248		$	12,257			48.88	%
Gross Profit	$	1,773		$	2,233			(20.60	)%
Gross Margin		9.72	%		18.22	%		(8.50	)%
Operating Income	$	1,201		$	1,905			(36.96	)%

For the nine months ended September 30, 2008, Joy & Harmony generated revenue of $51,533 thousand, an increase of $5,302 thousand or 11.47% compared to $46,231 thousand for the nine months ended September 30, 2007. Gross profit decreased $1,238 thousand or 15.72% from $7,877 thousand for the nine months ended September 30, 2007 to $6,639 thousand for the nine months ended September 30, 2008. Operating income was $4,958 thousand for the nine months ended September 30, 2008, a decrease of $1,812 thousand or 26.77% compared to $6,770 thousand for the nine months ended September 30, 2007. Such increase in revenue was primarily due to the expansion of Joy & Harmony’s distribution networks, as well as opening of new stores. Gross profit and operation income decreased as a result of a slight increase in promotional sales.

For the three months ended September 30, 2008, Joy & Harmony generated revenue of $18,248 thousand, an increase of $5,991 thousand or 48.88% compared to $12,257 thousand for the three months ended September 30, 2007. Gross profit decreased $460 thousand or 20.60% from $2,233 thousand for the three months ended September 30, 2007 to $1,773 thousand for the three months ended September 30, 2008. Operating income was $1,201 thousand for the three months ended September 30, 2008, a decrease of $704 thousand or 36.96% compared to $1,905 thousand for the three months ended September 30, 2007. The increase in revenue was due to the expansion of Joy & Harmony’s distribution networks, as well as opening of new stores. Gross profit and operation income decreased as a result of a slight increase in promotional sales.

Gross profit margin decreased from 18.22% in the three months ended September 30, 2007 to 9.72% in the three months ended September 30, 2008, a decrease of 8.5%. The lower gross profit margin was due to increasing unit purchase prices and unit sales prices that did not increase as much as purchases. It was also attributable to the promotional sales that caused the unit sales price to decrease.

Net Sales

Net sales for the nine months ended September 30, 2008 increased by 9%, to $225,725,603 as compared to $206,918,528 for the nine months ended September 30, 2007. Net sales for the three months ended September 30, 2008 increased by 37%, to $79,056,756 as compared to $57,896,861 for the three months ended September 30, 2007. Management believes that the  higher sales were a result of various factors including the successful introduction of new products, a better-trained sales force leading to higher sales, and more effective targeted marketing of the company's products towards the company's intended demographics.

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Cost of Sales

Cost of sales for the nine months ended September 30, 2008 totaled $190,457,324 as compared to $168,764,661 for the nine months ended September 30, 2007, an increase of 13%. Cost of sales for the three months ended September 30, 2008 totaled $67,210,574 as compared to $45,113,474 for the three months ended September 30, 2007, an increase of 49%. The increased cost of sales for the nine months was a direct result of the increase in net sales during the same period.

Gross Profit Margin

Gross profit margin for the nine months ended September 30, 2008 was 15.6% as compared to 18.4% for the nine months ended September 30, 2007. Gross profit margin for the three months ended September 30, 2008 was 15.0% as compared to 22.1% for the three months ended September 30, 2007. The lower gross profit margin was due to increased cost of sales for units purchased and unit sales prices that did not increase in line with increasing inflation in China. With the increasing competition, we could not offset the cost of sales with higher selling prices.

Because the Company does not include the costs related to its distribution network in cost of sales, its gross profit and gross profit as a percentage of net sales (“gross profit margin”) may not be comparable to those of other retailers that may include all costs related to their distribution network in cost of sales and in the calculation of gross profit and gross margin.  The Company includes costs related to its distribution network in General and Administrative Expenses.

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General and Administrative Expenses

General and administrative expenses for the nine months ended September 30, 2008 totaled $10,043,055 or approximately 4% of net sales, as compared to $9,597,200 or approximately 5% of net sales for the nine months ended September 30, 2007, an increase of 5%. General and administrative expenses for the three months ended September 30, 2008 totaled $3,730,967 or approximately 5% of net sales, as compared to $2,856,805 or approximately 5% of net sales for the three months ended September 30, 2007, an increase of 31%. The decrease was primarily due to strengthening cost controls such as a rationalization of management structure and increasingly sophisticated use of computerized systems.

Income from Operations

Income from operations for the nine months ended September 30, 2008 was $25,225,224 or 11% of net sales as compared to income from operations of $28,556,667 or 14% of net sales for the nine months ended September 30, 2007, a decrease of 12%. Income from operations for the three months ended September 30, 2008 was $8,115,215 or 10% of net sales as compared to income from operations of $9,926,582 or 17% of net sales for the three months ended September 30, 2007, a decrease of 18%. Lower sales, higher product costs, and logistical costs, such as higher distribution costs, were the key factors for the decrease in income from operations during the nine months ended September 30, 2008.

Provision for Income Taxes

The provision for income taxes for the nine months ended September 30, 2008 was $6,333,265 as compared to $10,063,012 for the nine months ended September 30, 2007. The provision for income taxes for the three months ended September 30, 2008 was $2,168,638 as compared to $3,372,489 for the three months ended September 30, 2007. The decrease was mainly attributed to the lower statutory tax rates effective for 2008 in China.

Net Income

Net income was $19,688,606 or 8.7% of net sales for the nine months ended September 30, 2008 as compared to $18,538,284 or 9.0% of net sales for the nine months ended September 30, 2007, an increase of 6%.  Net income was $6,363,567 or 8.0% of net sales for the three months ended September 30, 2008 as compared to $6,572.969 or 11.3% of net sales for the three months ended September 30, 2007, a decrease of 3%.  Lower statutory tax rates and strengthening cost controls were the critical factors which contributed to the increase in net income for the nine months ended September 30, 2008. For the decrease in the comparative three-month period, the major factors was the vendor rebates which occurred in the third quarter of 2007 which did not similarly occur in the third quarter of 2008.

Liquidity and Capital Resources

Operations and liquidity needs are funded primarily through cash flows from operations. Cash and cash equivalents were $31,678,969 at September 30, 2008, as compared to $16,531,158 at September 30, 2007, and compared to $24,952,614 at December 31, 2007.

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We believe that the funds available to us are adequate to meet our operating needs for the remainder of 2008.

	Nine months ended
	September 30, 2008			September 30, 2007
	(in thousands)			(in thousands)
Net cash (used in) provided by  operating activities	$	3,682		$	13,845
Net cash (used in) investing activities	$	(9	)	$	(62	)
Net cash (used in) financing activities	$	-		$	(4,500	)
Effect of exchange rate change on cash and cash equivalents	$	3,053		$	750
Net increase in cash and cash equivalents	$	6,726		$	10,033
Cash and cash equivalents at beginning of period	$	24,953		$	6,498
Cash and cash equivalents at end period	$	31,679		$	16,531

Operating Activities

Net cash generated from operating activities decreased from $13,845 thousand for the nine months ended September 30, 2007 to $3,682 thousand for the nine months ended September 30, 2008, approximately a 73.41% decrease.  The decrease was mainly attributable to several factors, including (i) the substantial increase in accounts receivable of $11,491 thousand in the nine months ended September 30, 2008; (ii) the increase in inventory of $8,498 thousand in the nine months ended September 30, 2008; and (iii) the increase in income tax payable of $333 thousand in the nine months ended September 30, 2008, offset by the increase in accounts payable and accrued expenses of $2,865 thousand and decrease in advance to suppliers of $1,117 thousand.

	Nine months ended
	September 30, 2008		September 30, 2007
	(in thousands)		(in thousands)
Sales Net	$	79,057	$	57,897

In view of increase in market competition, the Company successfully maintained a moderate increase in net sales, even though the repayment period from accounts receivable treads are  longer than before which resulted in a decrease in net cash generated from operating activities.

	Nine months ended
	September 30, 2008			September 30, 2007
	(in thousands)			(in thousands)
a) Increase in inventory		$	8,498		$	2,491
b) Increase in Accounts Receivable		$	11,491		$	1,305
c) Increase in inventory and accounts receivables as a whole a) + b)		$	20,989		$	3,796

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On the control side of distribution of products, the focus is always on the holding cost of inventory and the value of accounts receivable as a whole comparing to net sales.

	Nine months ended
	September 30, 2008		September 30, 2007
	(in thousands)		(in thousands)
d) Accounts payable and accrued charges	$	2,865	$	47

The Company has developed its own brand name over the past years and has been successful in receiving support from its creditors.

The Company maintained its market and sales for the nine months ended September 30, 2008 and obtained the continued support from creditors in increasing in credits from them, the Company generated net cash from operating activities of $3,682 thousand for the nine months ended September 30, 2008.

Investing Activities

Net cash used in investing activities decreased to $9 thousand during the nine months ended September 30, 2008 from $63 thousand during the nine months ended September 30, 2007, primarily due to the combined effect of decrease in purchase of additional office equipments and increase in proceeds from asset sales.

	Nine months ended
	September 30, 2008			September 30, 2007
	(in thousands)			(in thousands)
Net cash (used in) investment activities	$	(9	)	$	(63	)

The Company’s activities focused on the distribution of products.  As a result, investment in fixed assets was moderate and hence there is little effect to the utilization of cash resources over the period.

Financing Activities

Net cash used in financing activities during the nine months ended September 30, 2007 was $4,500 thousand which was payment for acquisition of Shanghai Joy and Harmony Electronics Co. Ltd. The Company did not carry out any financing activities during the nine month ended September 30, 2008.

	Nine months ended
	September 30, 2008			September 30, 2007
	(in thousands)			(in thousands)
Net cash (used in) financing activities	$	(0	)	$	(4,500	)

	Nine months ended
	September 30, 2008		September 30, 2007
	(in thousands)		(in thousands)
Net change in cash and cash equivalents	$	6,726	$	10,033

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	Nine months ended
	September 30, 2008		September 30, 2007
	(in thousands)		(in thousands)
Cash and cash equivalent at September 30, 2008 and 2007	$	31,679	$	16,531

With effective internal control systems in place the Company maintained healthy net cash flows over period and achieved a healthy cash position of $31,679 thousand at September 30, 2008.

Since December 31, 2007, our accounts receivable balance increased due to a slow down in accounts receivable turnover, which was partly due to the impact of a slowdown in the global economy, so there has been a general decrease in customers’ ability to make payments quickly, it could have had an effect on our bad debt allowances. However, although such turnover slowed in comparison to prior periods, we took good control of accounts receivable by changing the contract terms only for our retail department store customers, where we maintain a store in-store model, to extend the period for repayment from 15 days to 30 days. The extension of repayment terms has lead to the increase in accounts receivable, but considering the extension is only for an additional 15 days, we don’t expect these accounts receivables to be long-term compared to other accounts receivable. For customers who want to further extend the repayment terms, we will carefully review customers’ credit, percentage of sales and payment history to determine whether we should extend the terms. If there is a high risk that the account receivables become uncollectible, we will not extend the repayment terms.

Collection of debt is based on the terms of legal binding documents. We have not changed our policy on reserving for bad debt, but have found a means to accommodate customers given the financial crisis by extending payment terms. Since December 31, 2007, the account receivable department has periodically reviewed the allowance for doubtful accounts. The estimate of bad debt allowance is based on the aging of the receivables, the credit history and credit quality of the customers, the term of the contracts as well as the balance outstanding. If an account receivable item is considered highly probable that it is uncollectible, then it will be charged to bad debt immediately in that period. Since then we have not found any abnormal increase in bad debt.

As a result of the unprecedented snow storm in China in 2008, there was a shortage of inventory available to our stores during the first quarter 2008.  This shortage had a negative impact on our first quarter sales for 2008.  As a precautionary measure, the Company decided to increase its level of inventory in order to maintain an adequate level for all stores in the event of other unexpected incidents.  The Company has adopted a policy to appropriately increase its inventory to ensure sufficient product turnover  to meet customer’s demand and avoid a shortage of goods.  The increase in inventory has had a negative impact on cash flows and liquidity.  However, the Company firmly believes that the benefits of this change in policy outweighs the losses.  The Company believes that an appropriate increase in inventory level is a beneficial policy enhancing individual stores ability to response to sales change and in return building up the Company’s goodwill thereby securing sales growth. This change in inventory policy will reduce the Company’s cash liquidity in the short term but it will not affect the future cash flow in the long term.  The current economic environment will not affect the Company’s ability to sell inventory currently in hand because the Company has high inventory turnover. Days inventory on hand is approximately 38 days. Therefore, even if the economy environment changes, the Company can still sell inventory currently in hand within a short period.

Capital Expenditures

Total capital expenditures for the first nine months of 2008 were $11,088 for purchase of fixed assetsas compared to $63,057 for the first nine months of 2007.

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Working Capital Requirements  

Historically operations and short term financing have been sufficient to meet our cash needs. We believe that we will be able to generate revenues from sales to provide the necessary cash flow to meet anticipated working capital requirements. However, our actual working capital needs for the long and short term will depend upon numerous factors, including operating results, competition, and the availability of credit facilities, none of which can be predicted with certainty. Future expansion will be limited by the availability of financing products and raising capital.

Off-Balance Sheet Arrangements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Foreign Currency Exchange Rate Risk

Fluctuations in the rate of exchange between the U.S. dollar and foreign currencies, primarily the Chinese Renminbi, could adversely affect our financial results. During the fiscal quarter ended September 30, 2008, approximately all of our sales were denominated in foreign currencies. We expect that foreign currencies will continue to represent a similarly significant percentage of our sales in the future. Selling, marketing and administrative costs related to these sales are largely denominated in the same respective currency, thereby mitigating our transaction risk exposure. We therefore believe that the risk of a significant impact on our operating income from foreign currency fluctuations is not substantial. However, for sales not denominated in U.S. dollars, if there is an increase in the rate at which a foreign currency is exchanged for U.S. dollars, it will require more of the foreign currency to equal a specified amount of U.S. dollars than before the rate increase. In such cases and if we price our products in the foreign currency, we will receive less in U.S. dollars than we did before the rate increase went into effect. If we price our products in U.S. dollars and competitors price their products in local currency, an increase in the relative strength of the U.S. dollar could result in our price not being competitive in a market where business is transacted in the local currency.

All of our sales denominated in foreign currencies are denominated in the Chinese Renminbi. Our principal exchange rate risk therefore exists between the U.S. dollar and this currency. Fluctuations from the beginning to the end of any given reporting period result in the re-measurement of our foreign currency-denominated receivables and payables, generating currency transaction gains or losses that impact our non-operating income/expense levels in the respective period and are reported in other (income) expense, net in our combined consolidated financial statements. We do not currently hedge our exposure to foreign currency exchange rate fluctuations. We may, however, hedge such exposure to foreign currency exchange rate fluctuations in the future.

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Interest Rate Risk

Changes in interest rates may affect the interest paid (or earned) and therefore affect our cash flows and results of operations. However, we do not believe that this interest rate change risk is significant.

Inflation

During the quarter ended September 30, 2008, inflation had an impact on net income. We were unable to offset the increased costs of operations resulting from higher inflation by increasing the prices of our products.

Currency Exchange Fluctuations

All of the Company’s revenues are denominated in Chinese Renminbi, and its expenses are denominated primarily in Chinese Renminbi. The value of the Renminbi-to-U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions. Since 1994, the conversion of Renminbi into foreign currencies, including U.S. dollars, has been based on rates set by the People’s Bank of China, which are set daily based on the previous day’s inter-bank foreign exchange market rates and current exchange rates on the world financial markets. Since 1994, the official exchange rate for the conversion of Renminbi to U.S. dollars had generally been stable and the Renminbi had appreciated slightly against the U.S. dollar. However, on July 21, 2005, the Chinese government changed its policy of pegging the value of Chinese Renminbi to the U.S. dollar. Under the new policy, Chinese Renminbi may fluctuate within a narrow and managed band against a basket of certain foreign currencies. Recently there has been increased political pressure on the Chinese government to decouple the Renminbi from the United States dollar. At the recent quarterly regular meeting of People’s Bank of China, its Currency Policy Committee affirmed the effects of the reform on Chinese Renminbi exchange rate. Since the new currency rate system has been in operation, the currency rate of Renminbi has become more flexible while basically maintaining stable and the expectation for a larger appreciation range is shrinking. The Company has never engaged in currency hedging operations and has no present intention to do so.

Concentration of Credit Risk

Credit risk represents the accounting loss that would be recognized at the reporting date if counterparties failed completely to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) that arise from financial instruments exist for groups of customers or counterparties when they have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions as described below:

· The Company’s business is characterized by rapid technological change, new product and service development, and evolving industry standards and regulations. Inherent in the Company’s business are various risks and uncertainties, including the impact from the volatility of the stock market, limited operating history, uncertain profitability and the ability to raise additional capital.

· All of the Company’s revenue is derived from Asia and Greater China. Changes in laws and regulations, or their interpretation, or the imposition of confiscatory taxation, restrictions on currency conversion, devaluations of currency or the nationalization or other expropriation of private enterprises could have a material adverse effect on our business, results of operations and financial condition.

· If the Company is unable to derive any revenues from Greater China, it would have a significant, financially disruptive effect on the normal operations of the Company.

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Seasonality and Quarterly Fluctuations

Our businesses experience fluctuations in quarterly performance. Traditionally, the first quarter from January to March has a higher number of sales reflected by our electronics business due to the New Year holidays in China occurring during that period.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures as of September 30, 2008, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer have concluded that during the period covered by this report, the Company’s disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosures.  Our management identified that the ineffectiveness was due to not having internal personnel with sufficient expertise and knowledge of the requirements for disclosure of the information that have been collected and reported, as required under the securities laws and disclosures required under U.S. GAAP.

We plan to take the following steps to remediate the deficiencies in disclosure controls and procedures that are identified above:

· Management will provide additional training to our staff, and in particular to our key accounting personnel, with respect to the disclosure requirements under securities law and U.S. GAAP.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the third fiscal quarter of 2008 covered by this Quarterly Report on Form 10-Q/A that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II.   OTHER INFORMATION

Item 1.   Legal Proceedings.

None.

Item 1A. Risk Factors.

None.

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

None.

Item 3.    Defaults Upon Senior Securities.

None.

Item 4.   Submission of Matters to a Vote of Security Holders.

None.

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Item 5.   Other Information.

None.

Item 6.   Exhibits.

Exhibit No.	Document Description
31.1	Certification of Chief Executive Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Principal Financial Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).
32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).

33

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 7th day of May, 2009.

CHINA 3C GROUP
By:	/s/ Zhenggang Wang
	Name:   Zhenggang Wang
	Title: Chief Executive Officer and Chairman

34

Exhibit Index

Exhibit No.	Document Description
31.1	Certification of Chief Executive Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Principal Financial Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).
32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).

35