CHINA LOGISTICS GROUP, INC.
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(Exact name of registrant as specified in its charter)
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Florida
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0-31497
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65-1001686
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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23F. Gutai Beach Building No. 969, Zhongshan Road (South), Shanghai, China
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200011
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code
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(562) 408-3888
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N/A
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(Former name or former address, if changed since last report)
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CHINA LOGISTICS GROUP, INC.
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||
Date: April 1, 2011
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By:
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/s/ Wei Chen
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Wei Chen,
Chairman and Chief Executive Officer
(principal executive officer)
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-
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2010 revenue increases to $23.4 million, up 18% from $19.8 million in 2009
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-
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2010 gross profit increases to $1.2 million, up from $125,000 in 2009
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2010
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2009
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|||||||
ASSETS
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||||||||
CURRENT ASSETS:
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||||||||
Cash
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$
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1,309,848
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$
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1,720,838
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||||
Accounts receivable, net of allowance of $1,830,576 and $1,306,403
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3,104,526
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2,923,990
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||||||
Other receivables and current assets
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1,017,706
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1,100,662
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||||||
Advances to vendors and other prepaid expenses
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347,409
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146,062
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||||||
Due from related parties
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638,420
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447,032
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||||||
Total Current Assets
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6,417,909
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6,338,584
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||||||
PROPERTY AND EQUIPMENT, net
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35,124
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39,748
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||||||
Total Assets
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$
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6,453,033
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$
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6,378,332
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||||
LIABILITIES AND STOCKHOLDERS' EQUITY
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||||||||
CURRENT LIABILITIES:
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||||||||
Accounts payable – trade
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$
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2,658,710
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$
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2,733,820
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||||
Accrued registration agreement penalty
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-
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1,597,000
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||||||
Accrued expenses and other current liabilities
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693,565
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535,576
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||||||
Advances from customers
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466,056
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475,358
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||||||
Due to related parties
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1,438,667
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814,226
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||||||
Foreign tax payable
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15,153
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18,784
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||||||
Total Current Liabilities
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5,272,151
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6,174,764
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||||||
DERIVATIVE LIABILITY
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-
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2,535,505
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||||||
Total Liabilities
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5,272,151
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8,710,269
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||||||
EQUITY (deficit):
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||||||||
China Logistics Group, Inc. shareholders' equity (deficit):
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||||||||
Preferred stock - $0.001 par value, 10,000,000 shares authorized;
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||||||||
Series B convertible preferred stock - 450,000 shares issued and outstanding
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450
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450
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||||||
Common stock, $.001 par value, 500,000,000 shares authorized;
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||||||||
41,508,203 and 34,508,203 shares issued and outstanding
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41,508
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34,508
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||||||
Additional paid-in capital
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20,636,980
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17,057,203
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||||||
Accumulated deficit
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(19,505,983
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)
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(19,541,703
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)
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||||
Accumulated other comprehensive income (loss)
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(131,527
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)
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(178,505
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)
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||||
Total China Logistics Group, Inc. shareholders' equity (deficit)
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1,041,428
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(2,628,047
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)
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|||||
Noncontrolling interest
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139,454
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296,110
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||||||
Total equity
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1,180,882
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(2,331,937
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)
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|||||
Total Liabilities and Equity
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$
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6,453,033
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$
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6,378,332
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2010
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2009
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|||||||
Sales
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$
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23,361,093
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$
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19,824,390
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||||
Cost of sales
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22,206,183
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19,699,736
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||||||
Gross profit
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1,154,910
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124,654
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||||||
Operating expenses:
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||||||||
Selling, general and administrative
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1,941,653
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1,351,775
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||||||
Depreciation and amortization
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16,382
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16,002
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||||||
Bad debt expense
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524,173
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316,883
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||||||
Total operating expenses
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2,482,208
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1,684,660
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||||||
Loss from operations
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(1,327,298
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)
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(1,560,006
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)
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||||
Other income (expenses):
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||||||||
Extinguishment of registration rights liability
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1,597,000
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-
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||||||
Other income (expense)
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36,867
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32,228
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||||||
Gain (loss) on change in fair value of derivative liability
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(447,059
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)
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3,320,227
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|||||
Interest expense
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3,259
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(574
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)
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|||||
Total other income
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1,190,067
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3,351,881
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||||||
(Loss) income before income taxes
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(137,231
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)
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1,791,875
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|||||
Foreign taxes
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28,841
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28,078
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||||||
Net (loss) income
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(166,072
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)
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1,763,797
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|||||
Less: net loss attributable to the noncontrolling interest
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(201,792
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)
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(507,412
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)
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||||
Net income (loss) attributable to
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||||||||
China Logistics Group, Inc.
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$
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35,720
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$
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2,271,209
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||||
Earnings per common share:
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||||||||
Basic
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$
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0.00
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$
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0.07
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||||
Diluted
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$
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0.00
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$
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0.06
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||||
Weighted average number of shares outstanding:
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||||||||
Basic
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38,130,121
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34,508,203
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||||||
Diluted
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42,630,121
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39,008,203
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·
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our ability to continue as a going concern;
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·
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risks from Securities and Exchange Commission litigation;
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·
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the loss of the services of any of our executive officers or the loss of services of any of our key persons responsible for the management, sales, marketing and operations efforts of our subsidiaries;
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·
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continuing material weaknesses in our disclosure controls and procedures and internal control over financial reporting which may lead to additional restatements of our financial statements;
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·
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our dependence upon advisory services provided by a U.S. company due to our management's location in the PRC;
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·
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Our reliance on overseas cargo agents to provide services to us and to our customers;
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·
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Significant credit risks in the operation of our business;
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·
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Difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China based on United States or other foreign laws;
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·
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Fluctuation in the value of the renminbi (rmb);
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·
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Substantially all of our assets and all of our operations are located in the PRC and are subject to changes resulting from the political and economic policies of the Chinese government;
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·
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The Chinese government exerts substantial influence over the manner in which we must conduct our business activities;
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·
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A slowdown in the Chinese economy or an increase in its inflation rate;
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·
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Any recurrence of severe acute respiratory syndrome, or SARS, or another widespread public health problem;
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·
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Restrictions on currency exchange;
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·
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Chinese laws and regulations governing our business operations are sometimes vague and uncertain and the effects of any changes in such laws and regulations;
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·
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Our ability to enforce our rights due to policies regarding the regulation of foreign investments in the PRC;
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·
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The dilutive effects of an exercise of our outstanding warrants and the possible conversion of our Series B Convertible Preferred stock;
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·
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Our lack of various corporate governance measures, in the absence of which, shareholders may have more limited protections against interested director transactions, conflicts of interest and similar matters;
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·
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The impact of "penny stock" status and lack of liquidity of our stock which currently trades and is quoted on the OTC bulletin board; and
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·
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The impact of the cashless exercise provisions of our outstanding warrants.
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