[X]
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
FOR THE QUARTERLY PERIOD ENDED: June 30, 2012
|
|
or
|
|
[ ]
|
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: 000-31497
|
Florida
|
65-1001686
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
23F. Gutai Beach Building No. 969 Zhongshan Road (South), Shanghai, China
|
200011
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
|
[ ]
|
Accelerated filer
|
[ ]
|
||
Non-accelerated filer
|
[ ]
|
Smaller reporting company
|
[X]
|
||
Page No.
|
||
PART I. - FINANCIAL INFORMATION
|
||
Item 1.
|
Financial Statements.
|
1 |
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
11 |
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
15 |
Item 4.
|
Controls and Procedures.
|
15 |
PART II - OTHER INFORMATION
|
||
Item 1.
|
Legal Proceedings.
|
15 |
Item 1A.
|
Risk Factors.
|
15 |
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
15 |
Item 3.
|
Defaults Upon Senior Securities.
|
16 |
Item 4.
|
Mine Safety Disclosures.
|
16 |
Item 5.
|
Other Information.
|
16 |
Item 6.
|
Exhibits.
|
16 |
Signatures
|
17 |
|
•
|
our history of losses and declining margins;
|
|
•
|
our history of providing advances to related parties and loans to unrelated parties which could adversely impact our liquidity,
|
|
•
|
our dependence on third party equipment and services to operate our business,
|
|
•
|
our dependence on third party cargo agents,
|
|
•
|
credit risks,
|
|
•
|
the slowdown of the Chinese economy or risks of inflation,
|
|
•
|
the impact of changes in the political and economic policies and reforms of the Chinese government; fluctuations in the exchange rate between the U.S. dollar and the Renminbi;
|
|
•
|
uncertainties associated with the Peoples Republic of China ("PRC")’s legal system,
|
|
•
|
currency exchange restrictions and fluctuations in the value of the RMB,
|
|
•
|
economic, legal restrictions and business conditions in China,
|
|
•
|
adverse impact of recent Chinese accounting scandals,
|
|
•
|
material weaknesses in our internal control over financial reporting,
|
|
•
|
the closely-held nature of our securities,
|
|
•
|
limited public market for our common stock, and
|
|
•
|
the potential dilutive impact of the exercise of warrants, including warrants with cashless exercise provisions, or the conversion of preferred stock.
|
|
·
|
"China Logistics," "we," "us," "our," the "Company," and similar terms refer to China Logistics Group, Inc., a Florida corporation, and its subsidiary,
|
|
·
|
"Shandong Jiajia" refers to Shandong Jiajia International Freight & Forwarding Co., Ltd., a Chinese company and a majority owned subsidiary of China Logistics, and its branches in Shanghai, Qingdao, Tianjin, Xiamen, and Lianyungang,
|
|
·
|
"China" or the "PRC" refers to the People's Republic of China, and
|
|
·
|
"RMB" refers to the Renminbi, which is the currency of mainland PRC.
|
CHINA LOGISTICS GROUP, INC. AND SUBSIDIARIES
|
||||||||
CONSOLIDATED BALANCE SHEETS
|
||||||||
June 30, 2012
|
December 31, 2011
|
|||||||
ASSETS
|
(unaudited)
|
|||||||
Current assets:
|
||||||||
Cash
|
$
|
2,024,290
|
$
|
1,396,896
|
||||
Accounts receivable, net of allowance of $1,800,250 and $1,787,951
|
2,147,891
|
3,393,631
|
||||||
Other Receivables
|
702,467
|
598,750
|
||||||
Advance to vendors and other prepaid expenses
|
551,987
|
-
|
||||||
Due from related parties
|
685,888
|
630,465
|
||||||
Total current assets
|
6,112,523
|
6,019,742
|
||||||
Property and equipment, net
|
58,999
|
37,674
|
||||||
Total assets
|
$
|
6,171,522
|
$
|
6,057,416
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
|
||||||||
Current liabilities:
|
||||||||
Accounts payable - trade
|
$
|
2,749,555
|
$
|
3,574,287
|
||||
Accrued expenses and other current liabilities
|
853,356
|
789,070
|
||||||
Advances from customers
|
697,769
|
485,102
|
||||||
Due to related parties
|
1,245,393
|
1,350,743
|
||||||
Foreign tax payable
|
5,860
|
10,267
|
||||||
Total current liabilities
|
5,551,933
|
6,209,469
|
||||||
Shareholders’ equity (deficit):
|
||||||||
China Logistics Group, Inc. shareholders' equity:
|
||||||||
Preferred stock - $0.001 par value, 450,000 shares authorized Series B convertible issued and outstanding at June 30, 2012 and December 31, 2011
|
450
|
450
|
||||||
Common stock, $0.001 par value, 500,000,000 shares authorized; 41,508,203 shares issued and outstanding at June 30, 2012 and December 31, 2011
|
41,508
|
41,508
|
||||||
Additional paid-in capital
|
20,636,980
|
20,636,980
|
||||||
Accumulated deficit
|
(19,878,617
|
)
|
(20,218,197
|
)
|
||||
Accumulated other comprehensive loss
|
(105,204
|
)
|
(144,033
|
)
|
||||
Total China Logistics Group, Inc. shareholders' equity
|
695,117
|
316,708
|
||||||
Non-controlling interest
|
(75,528
|
)
|
(468,761
|
)
|
||||
Total shareholders’ equity (deficit)
|
619,589
|
(152,053
|
)
|
|||||
Total liabilities and shareholders’ equity (deficit)
|
$
|
6,171,522
|
$
|
6,057,416
|
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Sales | $ | 6,200,412 | $ | 6,064,231 | $ | 11,567,472 | $ | 10,673,664 | ||||||||
Cost of sales
|
5,777,884
|
5,718,640
|
10,338,975
|
9,909,191
|
||||||||||||
Gross profit
|
422,528
|
345,591
|
1,228,497
|
764,473
|
||||||||||||
Operating expenses:
|
||||||||||||||||
Selling, general and administrative
|
284,553
|
185,750
|
527,911
|
539,608
|
||||||||||||
Gain on disposal of property and equipment
|
-
|
-
|
(1,089
|
)
|
-
|
|||||||||||
Total operating expenses
|
284,553
|
185,750
|
526,822
|
539,608
|
||||||||||||
Income from operations
|
137,975
|
159,841
|
701,675
|
224,865
|
||||||||||||
Other (expenses) income:
|
||||||||||||||||
Other expense
|
(1,191
|
)
|
(6,650
|
)
|
(2,889
|
)
|
(14,996
|
)
|
||||||||
Interest (expense) income
|
(1,013
|
)
|
243
|
185
|
(1,553
|
)
|
||||||||||
Total other expenses, net
|
(2,204
|
)
|
(6,407
|
)
|
(2,704
|
)
|
(16,549
|
)
|
||||||||
Income before income taxes
|
135,771
|
153,434
|
698,971
|
208,316
|
||||||||||||
Foreign income taxes (benefit)
|
(471
|
)
|
4,070
|
3,464
|
5,618
|
|||||||||||
Net Income
|
136,242
|
149,364
|
695,507
|
202,698
|
||||||||||||
Less: Net income attributable to the noncontrolling interest
|
75,419
|
36,250
|
355,927
|
124,911
|
||||||||||||
Net income attributable to China Logistics Group, Inc.
|
$
|
60,823
|
$
|
113,114
|
$
|
339,580
|
$
|
77,787
|
||||||||
Comprehensive income:
|
||||||||||||||||
Net income
|
136,242
|
149,364
|
695,507
|
202,698
|
||||||||||||
Foreign currency translation adjustments
|
(20,558
|
)
|
(8,898
|
)
|
38,829
|
3,492
|
||||||||||
Comprehensive income
|
$
|
115,684
|
$
|
140,466
|
$
|
734,336
|
$
|
206,190
|
||||||||
Less: net income attributable to noncontrolling interests
|
75,419
|
36,250
|
355,927
|
124,911
|
||||||||||||
Comprehensive income attributable to China Logistics Group, Inc.
|
$
|
40,265
|
$
|
104,216
|
$
|
378,409
|
$
|
81,279
|
||||||||
Earnings per common share:
|
||||||||||||||||
Basic
|
$
|
0.00
|
$
|
0.00
|
$
|
0.01
|
$
|
0.00
|
||||||||
Diluted
|
$
|
0.00
|
$
|
0.00
|
$
|
0.01
|
$
|
0.00
|
||||||||
Weighted average number of shares outstanding:
|
||||||||||||||||
Basic
|
41,508,203
|
41,508,203
|
41,508,203
|
41,508,203
|
||||||||||||
Diluted
|
46,008,203
|
46,008,203
|
46,008,203
|
46,008,203
|
For the Six Months Ended June 30,
|
||||||||
2012
|
2011
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net income
|
$
|
695,507
|
$
|
202,698
|
||||
Adjustments to reconcile net income to net cash provided by from operating activities:
|
||||||||
Depreciation expense
|
2,576
|
11,907
|
||||||
Allowance for doubtful accounts
|
12,299
|
42,146
|
||||||
Increase (decrease) in cash attributable to changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
1,233,440
|
(1,281,389
|
)
|
|||||
Prepaid expenses and other current assets
|
-
|
|||||||
Other receivables
|
(103,717
|
)
|
533,724
|
|||||
Repayment of advances to related parties
|
7,309
|
64,207
|
||||||
Advances to related parties
|
(62,732
|
)
|
(90,320
|
)
|
||||
Accounts payable
|
(824,733
|
)
|
(155,193
|
)
|
||||
Other accruals and current liabilities
|
64,287
|
317,777
|
||||||
Taxes payable
|
(4,407
|
)
|
(5,012
|
)
|
||||
Advances to vendors
|
(551,987
|
)
|
(6,496
|
)
|
||||
Advances from customers
|
212,667
|
833,721
|
||||||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
680,509
|
467,770
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Proceeds from disposal of property plant and equipment
|
1,426
|
-
|
||||||
Purchase of property plant and equipment
|
(24,210
|
)
|
(4,274
|
)
|
||||
NET CASH USED IN INVESTING ACTIVITIES
|
(22,784
|
)
|
(4,274
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Payment of advances from related parties
|
(106,294
|
)
|
(674,074
|
)
|
||||
Advances to related parties
|
945
|
-
|
||||||
NET CASH USED IN FINANCING ACTIVITIES
|
(105,349
|
)
|
(674,074
|
)
|
||||
EFFECT OF EXCHANGE RATE ON CASH
|
75,018
|
6,845
|
||||||
NET INCREASE (DECREASE) IN CASH
|
627,394
|
(203,733
|
)
|
|||||
CASH - beginning of period
|
1,396,896
|
1,309,848
|
||||||
CASH - end of period
|
$
|
2,024,290
|
$
|
1,106,115
|
||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||
Cash paid during the period for foreign taxes
|
$
|
23,843
|
$
|
5,101
|
•
|
When merchandise departs the shipper's location if the trade pricing terms are CIF (cost, insurance and freight),
|
||
•
|
When merchandise departs the shipper’s location if the trade pricing terms are CFR (cost and freight cost); or
|
||
•
|
When merchandise arrives at the destination port if the trade pricing terms are FOB (free on board) destination.
|
June 30,
2012
|
June 30,
2011
|
December 31,
2011
|
||||||||||
Balance sheet
|
6.3089
|
6.3523
|
||||||||||
Statement of operations
|
6.3027
|
6.5316
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
(unaudited)
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
|||||||||||||
Numerator:
|
||||||||||||||||
Net Income applicable to common stockholders (A)
|
$
|
60,823
|
$
|
113,114
|
$
|
339,580
|
$
|
77,787
|
||||||||
Denominators:
|
||||||||||||||||
Denominator for basic earnings per share:
|
||||||||||||||||
Weighted average shares outstanding (B)
|
41,508,203
|
41,508,203
|
41,508,203
|
41,508,203
|
||||||||||||
Series B convertible preferred stock
|
||||||||||||||||
Denominator for diluted earnings (loss) per share:
|
4,500,000
|
4,500,000
|
4,500,000
|
4,500,000
|
||||||||||||
Diluted weighted average shares outstanding
|
46,008,203
|
46,008,203
|
46,008,203
|
46,008,203
|
||||||||||||
Earnings per share-basic (A)/(B)
|
$
|
0.00
|
$
|
0.00
|
$
|
0.01
|
$
|
0.00
|
||||||||
Earnings per share-diluted (A)/(B)
|
$
|
0.00
|
$
|
0.00
|
$
|
0.01
|
$
|
0.00
|
Useful Lives
|
June 30,
2012
|
December 31,
2011
|
|||||||
(Unaudited)
|
|||||||||
Computer equipment
|
4 years
|
$
|
49,379
|
$
|
54,045
|
||||
Furniture and equipment
|
4-5 years
|
134,814
|
112,089
|
||||||
|
184,193
|
166,134
|
|||||||
Less: accumulated depreciation
|
(125,194
|
)
|
(128,460
|
)
|
|||||
$
|
58,999
|
$
|
37,674
|
June 30,
2012
|
December 31,
2011
|
|||||||
(Unaudited)
|
||||||||
Loans receivable
|
$
|
509,987
|
$
|
443,332
|
||||
Deferred expenses
|
128,325
|
51,331
|
||||||
Legal deposit
|
31,701
|
31,488
|
||||||
Other
|
32,454
|
72,599
|
||||||
$
|
702,467
|
$
|
598,750
|
June 30,
2012
|
December 31,
2011
|
|||||||
(Unaudited)
|
||||||||
Loans payable
|
$
|
558,459
|
$
|
494,905
|
||||
Accrued expenses
|
250,298
|
242,818
|
||||||
Accrued salaries
|
44,599
|
51,347
|
||||||
$
|
853,356
|
$
|
789,070
|
Number of Shares Underlying
Warrants
|
Weighted
Average exercise Price
|
Weighted Average Contractual Term
|
||||||||||
Outstanding at December 31, 2011
|
31,558,500 | $ | 0.20 | 0.80 | ||||||||
Granted
|
||||||||||||
Exercised
|
||||||||||||
Outstanding at June 30, 2012
|
31,558,500 | $ | 0.20 | 0.80 |
June 30, 2012
|
December 31, 2011
|
|||||||
(Unaudited)
|
||||||||
Due from Shangdong Huibo Import & Export Co., Ltd
|
$
|
358,608
|
$
|
365,918
|
||||
Due from Tianjin Sincere Logistics Co., Ltd
|
234,563
|
199,240
|
||||||
Due from Lianyunbu
|
92,717
|
65,307
|
||||||
Total
|
$
|
685,888
|
$
|
630,465
|
June 30,
2012
|
December 31,
2011
|
|||||
(Unaudited)
|
||||||
Due to Xiangfen Chen
|
$
|
88,270
|
$
|
87,667
|
||
Due to Bin Liu
|
192,265
|
296,872
|
||||
Due to Tianjin Sincere Logistics Co., Ltd.
|
559,374
|
561,062
|
||||
Due to CD International Enterprises, Inc.
|
405,484
|
405,142
|
||||
Total
|
$
|
1,245,393
|
$
|
1,350,743
|
For the Six Months Ended June 30,
|
||||||||||||||||
2012
|
2011
|
|||||||||||||||
Revenues
|
Assets
|
Revenues
|
Assets
|
|||||||||||||
United States
|
$
|
-
|
$
|
2,755
|
$
|
-
|
$
|
502
|
||||||||
People’s Republic of China
|
11,567,472
|
6,168,767
|
10,673,664
|
6,979,294
|
||||||||||||
Total
|
$
|
11,567,472
|
$
|
6,171,522
|
$
|
10,673,664
|
$
|
6,979,796
|
Period
|
Total
|
|||
Period ended June 30, 2012
|
$
|
52,692
|
||
Thereafter
|
-
|
|||
Total
|
$
|
52,692
|
June 30, 2012
|
December 31, 2011
|
|||||||||||||||
United States
|
$
|
2,755
|
0.1%
|
$
|
22,256
|
1.6%
|
||||||||||
China
|
2,021,535
|
99.9%
|
1,374,640
|
98.4%
|
||||||||||||
$
|
2,024,290
|
100%
|
$
|
1,396,896
|
100%
|
•
|
Any obligation under certain guarantee contracts,
|
||
•
|
Any retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets,
|
||
•
|
Any obligation under a contract that would be accounted for as a derivative instrument, except that it is both indexed to our stock and classified in stockholder’s equity in our statement of financial position, and
|
||
•
|
Any obligation arising out of a material variable interest held by us in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or engages in leasing, hedging or research and development services with us.
|
•
|
when the cargo departs the shipper's destination if the trade pricing term is on a CIF (cost, insurance and freight) or CFR (cost and freight) basis;
|
||
•
|
when merchandise arrives at the destination port if the trade pricing term is on a FOB (free on board) basis.
|
Exhibit No.
|
Description
|
||
3.1
|
Articles of Incorporation (Incorporated by reference to registration statement on from 10-SB, SEC File No. 0-31497, as filed with the SEC on September 11, 2000, as amended).
|
||
3.2
|
Articles of Amendment to the Articles of Incorporation (Incorporated by reference to registration statement on from 10-SB, SEC File No. 0-31497, as filed with the SEC on September 11, 2000, as amended).
|
||
3.3
|
Articles of Amendment to the Articles of Incorporation (Incorporated by reference to Current Report on Form 8-K as filed with the SEC on September 27, 2006).
|
||
3.4
|
Articles of Amendment to the Articles of Incorporation (Incorporated by reference to Current Report on Form 8-K as filed with the SEC on January 7, 2008).
|
||
3.5
|
Articles of Amendment to the Articles of Incorporation (Incorporated by reference to the definitive Information Statement on Schedule 14C as filed with the SEC on February 14, 2008).
|
||
3.6
|
Bylaws (Incorporated by reference to registration statement on form 10-SB, SEC File No. 0-31497, as filed with the SEC on September 11, 2000, as amended).
|
||
4.1
|
Form of common stock purchase warrant issued in the 2008 unit offering (Incorporated by reference to Current Report on Form 8-K as filed with the SEC on April 24, 2008).
|
||
10.1
|
Acquisition Agreement dated as of December 31, 2007 between MediaREADY, Inc., Shandong Jiajia International Freight & Forwarding (Logistics Co.) Ltd. and Messrs. Hui Lui and Wei Chen (Incorporated by to reference to Current Report on Form 8-K as filed with the SEC on January 7, 2008).
|
||
10.2
|
Amendment to Acquisition Agreement as of January 28, 2008 between MediaREADY, Inc., Shandong Jiajia International Freight & Forwarding (Logistics Co.) Ltd. and Messrs. Hui Lui and Wei Chen (Incorporated by to reference to Current Report on Form 8-K as filed with the SEC on January 31, 2008).
|
||
10.3
|
Amendment to Acquisition Agreement as of March 13, 2008 between MediaREADY, Inc., Shandong Jiajia International Freight & Forwarding (Logistics Co.) Ltd. and Messrs. Hui Lui and Wei Chen (Incorporated by to reference to Current Report on Form 8-K as filed with the SEC on March 18, 2008).
|
||
10.4
|
Form of subscription agreement for 2008 unit offering (Incorporated by to reference to Current Report on Form 8-K as filed with the SEC on April 14, 2008).
|
||
10.5
|
Lease Agreement dated June 1, 2011 between Wei Chen and Shandong Jiajia International Freight & Forwarding ,Ltd.*(Incorporated by reference to the Annual Report on Form 10-K for the period ended December 31, 2011)
|
||
10.6
|
Office Lease Contract dated January 26, 2011 between Sinochem International Information Company, Qingdao Branch (On behalf of China Foreign Economic and Trade Trust Limited Company) and Shandong Jiajia International Freight & Forwarding ,Ltd.*(Incorporated by reference to the Annual Report on Form 10-K for the period ended December 31, 2011)
|
||
10.7
|
Rental Agreement dated March 25, 2011between Yonggan Fan and Shandong Jiajia International Freight & Forwarding ,Ltd. *(Incorporated by reference to the Annual Report on Form 10-K for the period ended December 31, 2011)
|
||
10.8
|
Lease Agreement dated December 31, 2011 between Xiangfen Chen and Shandong Jiajia International Freight & Forwarding, Ltd. *(Incorporated by reference to the Annual Report on Form 10-K for the period ended December 31, 2011)
|
||
10.9
|
Promissory Notes due China Direct Investments, Inc. including note extension *(Incorporated by reference to the Annual Report on Form 10-K for the period ended December 31, 2011)
|
||
10.10
|
Employment Agreement dated October 12, 2011 between China Logistics Group, Inc. and Yuan Huang *(Incorporated by reference to the Annual Report on Form 10-K for the period ended December 31, 2011)
|
||
14.1
|
Code of Business Conduct and Ethics (Incorporated by reference to the Annual Report on Form 10-K for the fiscal year ended December 31, 2007).
|
||
21.1
|
Subsidiaries of the Registrant (Incorporated by reference to the Annual Report on Form 10-K for the fiscal year ended December 31, 2007).
|
31.1
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer *
|
||
31.2
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer *
|
||
32.1
|
Section 1350 Certification of Chief Executive Officer*
|
||
32.2
|
Section 1350 Certification of Chief Financial Officer*
|
||
101.INS
|
XBRL INSTANCE DOCUMENT **
|
||
101.SCH
|
XBRL TAXONOMY EXTENSION SCHEMA **
|
||
101.CAL
|
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE **
|
||
101.DEF
|
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE **
|
||
101.LAB
|
XBRL TAXONOMY EXTENSION LABEL LINKBASE **
|
||
101.PRE
|
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE **
|
Date: August 8 , 2012
|
CHINA LOGISTICS GROUP, INC.
|
|||
By:
|
/s/ Wei Chen
|
|||
Wei Chen
|
||||
Chairman, Chief Executive Officer and President
(principal executive officer)
|
||||
By:
|
/s/ Yuan Huang
|
|||
Yuan Huang
|
||||
Chief Financial Officer (principal financial and accounting officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2012 of China Logistics Group, Inc..
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|||
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|||
August 8, 2012
|
/s/Wei Chen
Wei Chen, Chief Executive Officer, principal executive officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2012 of China Logistics Group, Inc..
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|||
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|||
August 8, 2012
|
/s/Yuan Huang
Yuan Huang, Chief Financial Officer, principal financial and accounting officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial conditions and results of operations of the Company.
|
||
August 8, 2012
|
/s/Wei Chen
Wei Chen, Chief Executive Officer, principal executive officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial conditions and results of operations of the Company.
|
||
August 8, 2012
|
/s/Yuan Huang
Yuan Huang, Chief Financial Officer, principal financial and accounting officer
|
Note 2 -basis of Presentation and Summary of Significant Accounting Policies: Concentration of Credit Risk (Details) (USD $)
|
Jun. 30, 2012
|
Dec. 31, 2011
|
Jun. 30, 2011
|
---|---|---|---|
Cash | $ 2,021,535 | $ 1,396,896 | $ 1,106,115 |
Note 10 - Contingencies and Commitments (Details) (USD $)
|
3 Months Ended | 6 Months Ended | |
---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2012
|
Jun. 30, 2011
|
|
Operating Leases, Rent Expense | $ 52,692 | $ 52,692 | $ 29,000 |
Schedule of Other Assets and Other Liabilities (Details) (USD $)
|
Dec. 31, 2011
|
Jun. 30, 2012
UnauditedMember
|
---|---|---|
Loans payable | $ 494,905 | $ 558,459 |
Accrued expenses | 242,818 | 250,298 |
Accrued salaries | $ 51,347 | $ 44,599 |
Note 10 - Contingencies and Commitments: Schedule of Rent Expense (Details) (USD $)
|
3 Months Ended | 6 Months Ended | |
---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2012
|
Jun. 30, 2011
|
|
Operating Leases, Rent Expense | $ 52,692 | $ 52,692 | $ 29,000 |
Note 4 - Property and Equipment (Details) (USD $)
|
6 Months Ended | |
---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
|
Depreciation expense | $ 2,576 | $ 11,907 |
Schedule of Other Assets and Other Liabilities (Tables)
|
3 Months Ended | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2012
|
|||||||||||||||||||
Schedule of Other Assets and Other Liabilities: | |||||||||||||||||||
Schedule of Other Assets and Other Liabilities |
|
Note 2 -basis of Presentation and Summary of Significant Accounting Policies: Income Taxes (Policies)
|
3 Months Ended |
---|---|
Jun. 30, 2012
|
|
Income Taxes: | |
Income Taxes | Income Taxes
We follow the asset and liability method of accounting for taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. If it is more likely than not that some portion of a deferred tax asset will not be realized, a valuation allowance is recognized.
|
Note 8 -related Party Transactions: Schedule of Due from related parties (Details) (USD $)
|
Dec. 31, 2011
|
Jun. 30, 2012
UnauditedMember
|
---|---|---|
Due from Shangdong Huibo Import & Export Co., Ltd | $ 365,918 | $ 358,608 |
Due from Tianjin Sincere Logistics Co., Ltd | 199,240 | 234,563 |
Due from Lianyunbu | $ 65,307 | $ 92,717 |
Note 2 -basis of Presentation and Summary of Significant Accounting Policies: Advances From Customers (Details) (USD $)
|
Jun. 30, 2012
|
Dec. 31, 2011
|
---|---|---|
Advances from customers | $ 697,769 | $ 485,102 |
Note 9 - Foreign Operations: Schedule of Income before Income Tax, Domestic and Foreign (Tables)
|
3 Months Ended | |||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2012
|
||||||||||||||||||||||||||
Schedule of Income before Income Tax, Domestic and Foreign: | ||||||||||||||||||||||||||
Schedule of Income before Income Tax, Domestic and Foreign |
|
Note 8 -related Party Transactions: Schedule of Due to Related Parties (Details) (USD $)
|
Dec. 31, 2011
|
Jun. 30, 2012
UnauditedMember
|
---|---|---|
Due to Xiangfen Chen | $ 87,667 | $ 88,270 |
Due to Bin Liu | 296,872 | 192,265 |
Due to Tianjin Sincere Logistics Co., Ltd. | 561,062 | 559,374 |
Due to CD International Enterprises, Inc. | $ 405,142 | $ 405,484 |
Note 5 - Other Receivables: Schedule of Accounts, Notes, Loans and Financing Receivable (Details) (USD $)
|
Dec. 31, 2011
|
Jun. 30, 2012
UnauditedMember
|
---|---|---|
Loans receivable | $ 443,332 | $ 509,987 |
Deferred expenses | 51,331 | 128,325 |
Legal deposit | 31,488 | 31,701 |
Other | $ 72,599 | $ 32,454 |
Note 5 - Other Receivables
|
3 Months Ended | |||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2012
|
||||||||||||||||||||||
Note 5 - Other Receivables: | ||||||||||||||||||||||
Note 5 - Other Receivables | NOTE 5 OTHER RECEIVABLES
Other receivables are comprised of advances to other entities with which we have a strategic or other business relationship, a refundable deposit we made as required by a Chinese court for potential payment to a former customer in the event we are unsuccessful in a lawsuit we filed against them for amounts owed to us, and deferred expenses. The amounts advanced to our strategic partners are unsecured, repayable on demand, and bear no interest. We also advance money to employees for business travel expenditures which are then expensed upon conclusion of the trip and the processing of an expense report. The components of other receivables at June 30, 2012 and December 31, 2011 were as follows:
|