-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GIuWekxO7TIj0sWyGJokk5B3IJLWNWgKqbdT4efw4DlF5hEQWj7vzEnbvqTkzc5W 2FdlyhHnpujZEmO6T56gSQ== 0001448788-09-000152.txt : 20090827 0001448788-09-000152.hdr.sgml : 20090827 20090827100856 ACCESSION NUMBER: 0001448788-09-000152 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090825 ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review ITEM INFORMATION: Other Events FILED AS OF DATE: 20090827 DATE AS OF CHANGE: 20090827 FILER: COMPANY DATA: COMPANY CONFORMED NAME: China Logistics Group Inc CENTRAL INDEX KEY: 0001123493 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 651001686 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31497 FILM NUMBER: 091037962 BUSINESS ADDRESS: STREET 1: 7300 ALONDRA BOULEVARD STREET 2: SUITE 108 CITY: PARAMOUNT STATE: CA ZIP: 90723 BUSINESS PHONE: 562-408-3888 MAIL ADDRESS: STREET 1: 7300 ALONDRA BOULEVARD STREET 2: SUITE 108 CITY: PARAMOUNT STATE: CA ZIP: 90723 FORMER COMPANY: FORMER CONFORMED NAME: MediaREADY Inc DATE OF NAME CHANGE: 20060927 FORMER COMPANY: FORMER CONFORMED NAME: VIDEO WITHOUT BOUNDARIES INC DATE OF NAME CHANGE: 20011115 FORMER COMPANY: FORMER CONFORMED NAME: VALUSALES COM INC DATE OF NAME CHANGE: 20000909 8-K 1 chlo_8k.htm FORM 8-K CURRENT REPORT chlo_8k.htm
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 
FORM 8-K
 
 
CURRENT REPORT
 
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
                                                                          
Date of Report (Date of earliest event reported)           
 
August 25, 2009


CHINA LOGISTICS GROUP, INC.
(Exact name of registrant as specified in its charter)

Florida
0-31497
65-1001686
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

23F. Gutai Beach Building No. 969, Zhongshan Road (South), Shanghai, China
  
200011
(Address of principal executive offices)
  
(Zip Code)

Registrant's telephone number, including area code
86-21-63355100

7300 Alondra Boulevard, Suite 108, Paramount, California 90723
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Audit Report.

On August 25, 2009 the Board of Directors of China Logistics Group, Inc. (the “Company”) determined that certain financial statements of the Company could not be relied upon, including those for the:

•           year ended December 31, 2008, and the
•           three months ended March 31, 2009.

By way of background, on October 15, 2008 the Company filed a Current Report on Form 8-K stating that its financial statements for the year ended December 31, 2007, the three months ended March 31, 2008 and the six months ended June 30, 2008 could no longer be relied upon as it needed to correct such financial statements related to the accounting treatment for the acquisition of a majority interest in Shandong Jiajia International Freight & Forwarding Co., Ltd., a Chinese limited liability company (“Shandong Jiajia”).  Following the December 31, 2007 reverse recapitalization involving Shandong Jiajia, the Company’s Board of Directors subsequently determined that for accounting purposes instead of using the purchase method of accounting it should have accounted for the transaction as a reverse recapitalization as (i) the transaction resulted in a change of control of the Company, (ii) subsequent to the closing of the transaction the previous management resigned and (iii) the Company’s MediaReady operations had no revenues in 2007.

The Company has subsequently filed amendments to its Annual Report on Form 10-KSB for the year ended December 31, 2007 and Quarterly Reports on Forms 10-Q for the periods ended March 31, 2008 and June 30, 2008, as well as September 30, 2008, each of which contained restated financial statements which corrected the accounting treatment applied to the reverse recapitalization involving Shandong Jiajia.  Following the reverse recapitalization accounting recognition, historical asset values were utilized to determine the valuation of the transaction and the financial records of Shandong Jiajia became those of the Company.

The Company has subsequently received additional comments from the staff of the Securities and Exchange Commission which, upon review by it, indicate that these historical financial statements will require additional restatements.  The Company’s Chief Executive Officer has discussed these matters with Sherb & Co., LLP, its independent registered accounting firm.  The Company will file an amended Annual Report on Form 10-K for the year ended December 31, 2008 and an amended Quarterly Report on Form 10-Q for the period ended March 31, 2009 as soon as practicable, which such amended reports will contain restated financial statements to reflect the further corrections in this accounting error.
 

 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
  CHINA LOGISTICS GROUP, INC.  
       
August 25, 2009
By:
/s/ Wei Chen  
    Wei Chen  
    Chief Executive Officer and President   
       


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