Jade Art Group Inc. - FORM 10-Q

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EX-31.1 - CERTIFICATION - Jade Art Group Inc.	ex31-1.htm
EX-32.2 - CERTIFICATION - Jade Art Group Inc.	ex32-2.htm
EX-32.1 - CERTIFICATION - Jade Art Group Inc.	ex32-1.htm
EX-31.2 - CERTIFICATION - Jade Art Group Inc.	ex31-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2009

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

Commission file number 333-137134

JADE ART GROUP INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

71-1021813

(IRS Employer

Identification Number)

#35, Baita Zhong Road,

Yujiang County, Jiangxi Province, P.R. of China 335200

(Address of principal executive offices)

(Zip Code)

(646)-200-6328

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (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 [__]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes |_| No |_|

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 |_| Accelerated filer |_|

Non-accelerated filer |_| Smaller reporting company |X|

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [__] No [X]

As of November 17, 2009, 79,980,000 shares of the Registrant’s common stock, $0.001 par value, were outstanding.

JADE ART GROUP INC.

INDEX

Part I - Financial Information
		Page
Item 1.	Financial Statements
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures about Market Risk
Item 4.	Controls and Procedures

Part II - Other Information

Item 1.	Legal Proceedings
Item 1A.	Risk Factors
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.	Defaults Upon Senior Securities
Item 4.	Submission of Matters to a Vote of Security Holders
Item 5.	Other Information
Item 6.	Exhibits
Signatures

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

JADE ART GROUP INC. AND SUBIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2009, AND DECEMBER 31, 2008

(Unaudited)

ASSETS
	As of			As of
	September 30,			December 31,
	2009			2008

Current Assets:
Cash and cash equivalents	$	4,340,016		$	68,956
Accounts receivable -
Trade ($0 allowance for doubtful accounts in 2009 and 2008, respectively)		8,368,583			1,477,770
Other		34,991			19,014

Total accounts receivable		8,403,574			1,496,784

Total current assets		12,743,590			1,565,740

Property and Equipment:
Office furniture and equipment		6,526			6,526
Less: Accumulated depreciation		(1,515	)		(584	)

Net property and equipment		5,011			5,942

Other Assets
Distribution rights, net		63,826,820			65,978,151

Total other assets		63,826,820			65,978,151

Total Assets	$	76,575,421		$	67,549,833

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Notes payable	$	-		$	2,264,851
Accounts payable - Trade and accrued liabilities		1,025,914			622,208
Advance from customers		-			146,314
Taxes payable		3,085,819			1,268,617

Total current liabilities		4,111,733			4,301,990

Total liabilities		4,111,733			4,301,990

Commitments and Contingencies

Stockholders' Equity:
Common stock, par value $0.001 per share; 500,000,000 shares
authorized; 79,980,000 shares issued and outstanding in 2009,
and 2008, respectively		79,980			79,980
Additional paid-in capital		3,301,747			3,229,016
Statutory earnings reserve		2,008,152			2,008,152
Accumulated other comprehensive income		1,101,960			1,062,399
Retained earnings		65,971,849			56,868,296

Total stockholders' equity		72,463,688			63,247,843

Total Liabilities and Stockholders' Equity	$	76,575,421		$	67,549,833

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

JADE ART GROUP INC. AND SUBIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2009, AND 2008

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008

Sales	$	10,667,585		$	7,609,684		$	17,592,611		$	24,995,461

Cost of sales		1,486,437			1,360,228			3,436,507			4,160,214

Gross profit		9,181,148			6,249,456			14,156,104			20,835,247

Operating Expenses:
Selling, general and administrative expenses		531,484			629,184			1,174,353			2,185,771

Total operating expenses		531,484			629,184			1,174,353			2,185,771

Income From Continuing Operations		8,649,664			5,620,272			12,981,751			18,649,476

Other Income (Expense):
Interest income		3,578			132,087			4,165			132,087
Interest (expense) and other		-			(126,027	)		(5,418	)		(336,712	)

Total other income (expense)		3,578			6,060			(1,253	)		(204,625	)

Income Before Income Taxes From Continuing Operations		8,653,242			5,626,332			12,980,498			18,444,851

Provision for Income Taxes		(2,359,012	)		(1,664,686	)		(3,876,945	)		(5,486,689	)

Net Income From Continuing Operations		6,294,230			3,961,646			9,103,553			12,958,162

Discontinued Operations, net of tax
Income from woodcarving operations, net of tax		-			-			-			96,751
Income from transfer of woodcarving
operations, net of tax		-			-			-			55,322,615

Net Income From Discontinued Operations		-			-			-			55,419,366

Net Income		6,294,230			3,961,646			9,103,553			68,377,528

Comprehensive Income
Foreign currency translation adjustment		13,370			222,485			39,561			813,953

Total Comprehensive Income	$	6,307,600		$	4,184,131		$	9,143,114		$	69,191,481

Earnings Per Common Share:
Earnings per common share - Basic
Income from continuing operations	$	0.08		$	0.05		$	0.11		$	0.16
Income from discontinued operations, net of tax		0.00			0.00			0.00			0.69

Net income	$	0.08		$	0.05		$	0.11		$	0.85

Earnings per common share - Diluted
Income from continuing operations	$	0.08		$	0.05		$	0.11		$	0.16
Income from discontinued operations, net of tax		0.00			0.00			0.00			0.68

Net income	$	0.08		$	0.05		$	0.11		$	0.84

Weighted Average Number of Common Shares
Outstanding - Basic		79,980,000			79,980,000			79,980,000			79,980,000

Weighted Average Number of Common Shares
Outstanding - Diluted		79,980,000			80,980,000			80,300,755			80,917,956

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

JADE ART GROUP INC. AND SUBIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009, AND 2008

(Unaudited)

	Nine Months Ended
	September 30,
	2009			2008

Operating Activities:
Net income from continuing operations	$	9,103,553		$	12,958,162
Adjustments to reconcile net income to net cash
provided by operating activities:
Net income from discontinued operations		-			55,419,366
Income on transfer of woodcarving operations		-			(55,322,615	)
Depreciation and amortization		2,152,262			2,148,741
Valuation of warrants and options issued		72,731			762,362
Changes in net assets and liabilities-
Accounts receivable -
Trade		(6,890,813	)		(7,682,699	)
Other		(15,977	)		(401,040	)
Interest receivable		-			(132,087	)
Prepaid expenses		-			32,256
Inventories		-			(95,631	)
Accounts payable - Trade and accured liabilities		403,706			1,077,930
Other payables		-			321,602
Notes payable		(2,264,851	)		-
Advances from customers		(146,314	)		(59,191	)
Taxes payable		1,817,202			2,397,910

Net Cash Provided by Operating Activities		4,231,499			11,425,066


Investing Activities:
Purchase of distribution rights		-			(8,774,808	)
Notes receivable		-			(14,652,653	)
Cash paid for notes receivable		-			1,443,966
Purchases of property and equipment		-			(33,353	)

Net Cash (Used in) Investing Activities		-			(22,016,848	)


Financing Activities:
Proceeds from loans from related party		-			3,000,000
Proceeds from notes payable		-			7,000,000

Net Cash Provided by Financing Activities		-			10,000,000

Effect of Exchange Rate Changes on Cash		39,561			813,953

Net Increase in Cash and Cash Equivalents		4,271,060			222,171

Cash and Cash Equivalents - Beginning of Period		68,956			301,203

Cash and Cash Equivalents - End of Period	$	4,340,016		$	523,374

Supplemental Disclosure of Cash Flow Information:
Cash paid during the periods for:
Interest	$	5,418		$	-

Income taxes	$	4,623,068		$	5,656,657

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

JADE ART GROUP INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009, AND 2008

(Unaudited)

(1) Summary of Significant Accounting Policies

Basis of Presentation and Organization

Jade Art Group Inc. (the “Company” or "Jade Art"), was incorporated in the State of Nevada on September 30, 2005, under the name of Vella Productions, Inc. (“Vella”) and entered into an agreement and plan of merger (the "Merger Agreement") on October 1, 2007, with its wholly owned subsidiary, VELLA Merger Sub, Inc., and each of Guoxi Holding Limited ("GHL"), Hua-Cai Song, Fu-Lan Chen, Mei-Ling Chen, Chen-Qing Luo, Mei-Qing Zhang, Song-Mao Cai, Shenzhen Hua Yin Guaranty & Investment Company Limited, Top Good International Limited, Total Giant Group Limited, Total Shine Group Limited, Sure Believe Enterprises Limited, Think Big Trading Limited, Huge Step Enterprises Limited and Billion Hero Investments Limited.

Pursuant to the Merger Agreement, GHL merged with VELLA Merger Sub, Inc, with GHL as the surviving entity. GHL has an operating subsidiary, Jiangxi XiDa (formerly known as Jiangxi Xi Cheong Lacquer, Inc.) (the “Merger Transaction”). Jiangxi XiDa was incorporated under the laws of the People’s Republic of China ("PRC") on December 4, 2006. JiangXi XiDa is located in Yujiang, Jiangxi Province. Jiangxi XiDa then was engaged in the production of traditional art products, including religious woodcut lacquer, woodcut decorated furniture and woodcut decorations used in buildings and for display. As a result of the Merger Transaction, GHL became a wholly-owned subsidiary of the Company, which, in turn, made the Company the indirect owner of Jiangxi XiDa. Under the Merger Agreement, in exchange of surrendering their shares in GHL, the GHL shareholders received an aggregate of (i) 206,700,000 (68,900,000 before forward split) newly-issued shares of the Company's common stock, par value $.001 per share (the "Common Stock") and (ii) $14,334,500, in the form of promissory notes. Under accounting principles generally accepted in the United States, the share exchange is considered to be a capital transaction in substance, rather than a business combination. Thus, the share exchange is equivalent to the issuance of stock by GHL for the net monetary assets of Vella Productions, Inc. Based on the consent of the Jade Art Group’s Board and all the GHL shareholders, the promissory notes are due to be paid on or before June 30, 2009. As of June 30, 2009, the Company had paid $14,334,500 towards the notes.

Consideration, including participation in the promissory notes, was distributed pro ratably among the GHL shareholders in accordance with their respective ownership interests in GHL immediately before the completion of the Merger Transaction.

The acquisition has been accounted for as a reverse merger and recapitalization and, accordingly, the accompanying consolidated financial statements represent the historical operations of Jiangxi XiDa and the capital structure of the former Vella Productions, Inc.

On November 8, 2007, the Company amended and restated its Articles of Incorporation to reflect Jade Art Group, Inc. as its new corporate name. On January 11, 2008, the Company formed a new wholly owned Chinese subsidiary, JiangXi SheTai Jade Industrial Company Limited (“STJ”), to engage in the processing and sale of jadeite and jade.

On January 17, 2008, the Company entered into an Exclusive Distribution Rights Agreement (the "Agreement") with Wulateqianqi XiKai Mining Co., Ltd. ("XiKai Mining"). Under the Agreement, XiKai Mining commited to sell to the Company 90% of the raw jade material produced from its SheTai Jade mine, located in Wulateqianqi, PRC, for a period of 50 years (the “Exclusive Rights”). In exchange for these Exclusive Rights, the Company agreed to pay RMB 60 million (approximately $8.8 million) by March 31, 2009 to XiKai Mining and, to transfer to XiKai Mining 100% of our ownership interest in all of the Company’s woodcarving operations, which were contained in Jiangxi XiDa. This transfer of Jiangxi XiDa was made on February 20, 2008.

The Agreement further provides that, if the Company requests, production from XiKai Mining will be no less than 40,000 metric tons per year (the "Minimum Commitment"), with an initial average cost per ton to be paid by the Company not to exceed RMB 2,000 (approximately $285). The cost per ton paid by the Company shall be subject to renegotiation every five years during the term of the Agreement, with adjustments not to exceed 10% of the cost for the immediately preceding five year period. Failure by XiKai Mining to supply raw jade material ordered by the Company within the Minimum Commitment level during any of the initial five years of the Agreement entitles the Company to payment from XiKai Mining of RMB 18,000 (approximately $2,500) for each such ton ordered by but not supplied to the Company during any such fiscal year.

Production of raw jade by XiKai Mining is limited to 40,000 metric tons per year under applicable Chinese regulations.

The Company’s approved scope of business operations includes the production and sale of jade and related products. For the period ended September 30, 2009, the principal activity of the Company was the distribution of raw jade.

JADE ART GROUP INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009, AND 2008

(Unaudited)

Unaudited Interim Financial Statements

The accompanying interim consolidated financial statements of the Company as of September 30, 2009, and December 31, 2008, and for the three months and nine months ended September 30, 2009, and 2008, are unaudited. However, in the opinion of management, the interim consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly Jade Art’s consolidated financial position as of September 30, 2009, and December 31, 2008, and the results of its operations and its cash flows for the three and nine months ended September 30, 2009, and 2008. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2009. The accompanying consolidated financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States of America. Refer to the Company’s audited financial statements as of December 31, 2008, filed with the SEC for additional information, including significant accounting policies.

Accounting Method

The consolidated financial statements are prepared using the accrual method of accounting. The Company changed its fiscal year-end from July 31 to December 31 in fiscal year 2007.

Principles of consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated on consolidation.

Cash and Cash Equivalents

For purposes of financial statement presentation, the Company considers all highly liquid investments with a maturity of three months or less, from the date of purchase, to be cash equivalents.

Foreign Currency Translation

The Company’s functional currency is the Chinese Yuan Renminbi (“RMB”), and reporting currency is the United States Dollar. The financial statements of the Company are translated to United States Dollars in accordance with SFAS No.52 “Foreign Currency Translation”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Transactions affecting the Company’s revenue and expense accounts are translated using an average exchange rate during the period presented. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in RMB. Foreign currency translation adjustments are included in other comprehensive Income and disclosed as a separate category of Stockholders’ Equity.

Accounts Receivable

The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and recorded based on management’s assessment of the credit history with the customer and current relationships with them.

The Company makes provision for bad debts based on an assessment of the recoverability of accounts receivable. Specific provisions are applied to related-party receivables and third-party receivables where events or changes in circumstances indicate that the balances may not be collectible. However, due to the Company’s experience in the sale and distribution of raw jade in 2009, and the nature of the Company’s business, management did not expect any uncollectible receivables. As of September 30, 2009, and December 31, 2008, there was no allowance for doubtful accounts recorded.

JADE ART GROUP INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009, AND 2008

(Unaudited)

Property and Equipment

Property and equipment is stated at cost. Betterments and improvements are depreciated over their estimated useful lives and leaseholds are depreciated over the lesser of lease life or useful life. Repairs and maintenance expenditures are charged to expense as incurred. When assets are disposed of, the cost and accumulated depreciation (the net book value of the assets) is eliminated and any resulting gain or loss is reflected in the statements of operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:

Buildings

20 years

Plant and machinery

10 years

Furniture and equipment

5 years

Revenue Recognition

The Company applies the provisions of SEC Staff Accounting Bulletin (“SAB”) No. 104, Revenue Recognition in Financial Statements (“SAB 104”), which provides guidance on the recognition, presentation and disclosure of revenue in financial statements filed with the SEC. SAB 104 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. Sales revenue is recognized when (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectibility is reasonably assured. The Company determines whether criteria (3) and (4) are met based on judgments regarding the nature of the price charged for products and the collectibility of those fees. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as advances from customers. Advances from customers as of September 30, 2009, and December 31, 2008, were $0 and $146,314, respectively. Returns are not permitted after the customer accepts the product.

Fair Value of Financial Instruments

On January 1, 2008, the Company adopted SFAS No. 157, “Fair Value Measurements. SFAS No. 157 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

The carrying amounts reported in the balance sheets for the cash and cash equivalents, receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The carrying value of notes payable approximates fair value because negotiated terms and conditions are consistent with current market rates as of September 30, 2009, and December 31, 2008, respectively.

Earnings per share

Basic earning per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the periods. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

Accounting for Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with the fair value recognition provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123R. Share Based Payments (“SFAS 123R.”). The Company uses the Black-Scholes option-pricing model, which involves certain subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them, the number of options for which vesting requirements will not be completed. Changes in the subjective assumptions can materially affect estimates of fair value stock-based compensation, and the related amounts recognized on the consolidated statements of operations and comprehensive income.

JADE ART GROUP INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009, AND 2008

(Unaudited)

Impairment of Long-Lived Assets

In accordance with Financial Accounting Standards Board Statement No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” Jade Art records an impairment of long-lived assets to be held and used or to be disposed of when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount.

Income Taxes

The Company has adopted Financial Accounting Standards No. 109, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes are insignificant.

Foreign operations of the Company are governed by the Income Tax Laws of the PRC. Pursuant to the PRC Income Tax Laws, the Enterprise Income Tax (“EIT”) is imposed at a statutory rate of 25 percent

Concentration of Risk

Foreign Operations: All of the Company’s operations and operational assets are located in the PRC. The Company may be adversely affected by possible political or economic instability in the PRC. The effect of these factors cannot be accurately predicted.

Cash: The Company’s cash accounts are held in foreign bank accounts which are not insured by the FDIC. At September 30, 2009, and December 31, 2008, the Company’s cash balance, net of outstanding checks, in its foreign bank accounts were $4,340,016 and $68,956, respectively.

Major Customers

For the nine months ended September 30, 2009, the Company had four major customers that generated sales totaling $14,953,719 or 85% of its total revenues. As of September 30, 2009, the receivable balance from these customers was $7,079,578 or 85% of the Company’s accounts receivable. All of the Company’s revenue is derived from sources within the PRC. The sales from major customers were as follows:

	For the nine months ended September 30,
Customers	2009	2008
A	22%	24%
B	21%	21%
C	21%	21%
D	21%	21%

JADE ART GROUP INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009, AND 2008

(Unaudited)

Major Suppliers

For the nine months ended September 30, 2009, the Company had one major supplier of raw jade, XiKai Mining, from which the Company purchased 100% of its raw jade. The total purchase price of raw jade purchased during the nine months period ended September 30, 2009, and 2008, from this supplier was $3,436,507 and $4,160,214, respectively. As of September 30, 2009, the accounts payable due to this vendor was $0. If there were any interruptions of this source of supply, the Company would have to cease operations until an alternative source of supply could be found.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.

(2) Discontinued Operations

As discussed in Note 1, on January 18, 2008, the Company announced that it would transfer 100% of its ownership interest in Jiangxi XiDa and pay approximately $8.8 million to XiKai Mining, and in return it would receive the Exclusive Rights to purchase 90% of the raw jade produced by XiKai Mining’s SheTai jade mine at a predetermined price. The Company commenced its purchasing and subsequent resale of raw jade in late January 2008. Jiangxi XiDa held all of the Company’s woodcarving operations, which constituted all of the Company’s previous business operations. The results of operations for the woodcarving business and the gain resulting from the transfer are presented in the Company’s Consolidated Statements of Operations as Discontinued Operations.

Accounting Principles Board Opinion No. 29, “Accounting for Non-monetary Transactions” (“APB 29”), requires that the cost of a non-monetary asset acquired in exchange for another non-monetary asset be the fair value of the asset surrendered to acquire it and that a gain or loss be recognized as a result of the exchange. The Company’s woodcarving business was appraised at RMB 430,035,000 (then equivalent to approximately $60,400,000). The value of the exclusive jade distribution rights were determined as follows:

Fair value of Jiangxi XiDa wood carving (RMB 430,035,000)	$	60,390,543
Cash consideration (RMB 60,000,000)		8,778,861
Foreign currency translation		(352,962	)
	$	68,816,442

The Exchange Agreement between the two companies was entered into in January 2008, however, the cash portion of the agreement was not paid until March 2008. As such, the exchange rate had fluctuated during that time period. Therefore, the Company adjusted the amount by $352,962. The value allocated to the Exclusive Distribution Rights acquired in the exchange was $68,816,442 which is amortized on a straight-line basis over 25 years.

The net gain on the transfer of the Company’s woodcarving business was $55,322,615 after the deduction of the carrying value of the net assets of that business. The exchange of the assets and liabilities of Jiangxi XiDa, and the resulting gain on discontinued operations is as follows:

Fair value of Jiangxi XiDa wood carving (RMB 430,035,000)			$	60,390,543
Total assets of Jiangxi XiDa	(5,151,444	)
Total liabilities of Jiangxi XiDa	83,516
				(5,067,928	)
Realized gain from the exchange of discontinued operations			$	55,322,615

The following table summarizes the operating results of the discontinued operations for Jiangxi XiDa for the nine months ended September 30, 2009, and the period January 1, 2008, through February 20, 2008, respectively.

	September 30,		February 20,
	2009		2008
Revenue	$	-	$	615,930
Operating expenses		-		(519,179	)
Income from discontinued operations, Net of tax	$	-	$	96,751

JADE ART GROUP INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009, AND 2008

(Unaudited)

(3) Notes Payable

Pursuant to the Merger Agreement, the operating company, GHL’s subsidiary, agreed to pay its shareholders in the amount of $14,334,500, in the form of promissory notes. As of December 31, 2008, the Company had paid $12,069,649 towards the notes. Subsequently, the Company and the GHL shareholders agreed to defer payment of these notes until June 30, 2009. As of June 30, 2009, the Company had paid off the notes.

(4) Intangible Assets

Jade Distribution Rights

The Company accounts for intangible assets in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” which requires that intangible assets that have indefinite lives not be amortized but instead be tested at least annually for impairment, or more frequently when events or a change in circumstances indicate that the asset might be impaired. For indefinite lived intangible assets, impairment is tested by comparing the carrying value of the asset to its fair value and assessing the ongoing appropriateness of the indefinite life classification. For intangible assets with a definite life classification, the Company amortizes the asset over its useful or economic life, whichever is shorter. At least quarterly, the Company performs an analysis of impairment of the definite life intangible assets. In performing this assessment, management considers current market analysis and appraisal of the asset, along with estimates of future cash flows. The Company recognizes impairment losses when undiscounted cash flows estimated to be generated from long-lived assets are less than the amount of unamortized assets. If the Company determines that the asset has been impaired, a charge to the Company’s statements of operations is recorded. At September 30, 2009, and December 31, 2008, the Company determined that there was no impairment to the intangible assets.

As discussed in Note 2, the Company transferred its woodcarving operations and agreed to pay RMB 60 million (approximately $8.8 million) to XiKai Mining. In return, the Company received the Exclusive Distribution Rights to purchase 90% of the raw jade produced by XiKai’s SheTai mine at a fixed price for 5 years, subject to adjustment every 5 years thereafter. The woodcarving operations were assessed as having a fair value of $60,400,000 at the time of the exchange agreement. The assessed value plus the cash payment (approximately $8.8 million) is the basis of the exclusive distribution rights.

Intangible assets consisted of the following as of September 30, 2009, and December 31, 2008:

	September 30,			December 31,
	2009			2008
Exclusive Jade Distribution rights	$	68,816,442		$	68,816,442
Less: Accumulated amortization		(4,989,622	)		(2,838,291	)
Net Exclusive Jade Distribution Rights	$	63,826,820		$	65,978,151

The Company has elected to amortize the exclusive jade distribution rights using straight-line basis over an economic useful life of 25 years.

JADE ART GROUP INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009, AND 2008

(Unaudited)

Amortization expense on the intangible asset has been included in Cost of Sales as it represents a component of the cost of the jade product acquired by the Company. The amortization expense was $2,151,331, and $2,121,300 for the nine months ended September 30, 2009, and 2008, respectively.

Further amortization of these costs is as follows:

Five Year Disclosure

2009			717,110
2010			2,868,441
2011			2,868,441
2012			2,868,441
2013			2,868,441
Thereafter			51,635,946
			63,826,820

(5) Commitments and Contingencies

Employee Benefits

As required under certain relevant PRC laws, the Company participates in the following employee benefits plans: (i) medical insurance plan; (ii) unemployment insurance plan, and (iii) state pension plan, all of which are organized by PRC municipal and provincial governments (collectively, the “General Employee Benefits”). The Company is required to contribute a fixed percentage of payroll costs to the General Employee Benefits scheme to fund the benefits. The only obligation of the Company with respect to the plan is to make the specified contributions. The Company’s contributions to the plan for the nine months ended September 30, 2009, and 2008, were $10,365 and $10,032, respectively.

Lease Agreement

On December 10, 2007, the Company entered into a lease agreement with GuoXi Group located at Yujiang City of Jiangxi Province in the PRC for administrative operations. The lease has a term of two years and requires monthly payments of RMB 20,000 (approximately $2,927). Future minimum lease payments are as follows:

Year		Amount
2009		$	2,927

Rent expense for the nine months ended September 30, 2009, and 2008 was $26,342 and $26,244 respectively. The rent expense was for the office space relating to manage the operations of the jade distribution business.

(6) Statutory Earnings Reserve

As stipulated by the Company Law of the PRC, net income after taxes can only be distributed as dividends after appropriation has been made for the following: (i) making up cumulative prior years’ losses, if any; (ii) allocations to the “reserve fund” of at least 10% of income after taxes, as determined under PRC accounting rules and regulations, until the fund amounts to 50% of the Company’s registered capital; and (iii) allocations to the “enterprise expansion fund” and “ Staff and worker’s bonus and welfare fund” of at least 10% and 5%,respectively, if approved in the stockholders’ general meeting. This regulation was included in the articles of incorporation when the Company was formed and applied by the Company. As of September 30, 2009, and December 31, 2008, the total reserves of $2,008,152 and $2,008,152 were distributed, respectively.

(7) Common Stock

The Company has one class of stock. The Company has voting common stock of 500,000,000 shares authorized, with 79,980,000 shares issued and outstanding. Dividends relating to the Merger Transaction of $2,264,851 and $12,069,649 were paid during the periods ended September 30, 2009, and December 31, 2008, respectively. No dividends were declared during the period ended September 30, 2009.

JADE ART GROUP INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009, AND 2008

(Unaudited)

On November 28, 2007, the Company issued 15,000,000 shares (previously 5,000,000 shares before forward split) of its common stock to consultants for services rendered on behalf of the company. The shares were valued at $1,500,000, which the Board determined was the fair value of the shares on the date they were issued.

On December 7, 2007, the Company’s Board of Directors approved a 3:1 forward stock split, in the nature of a share dividend, with respect to the shares of the Company’s common stock issued and outstanding at the close of business on December 28, 2007. The effect of the forward stock split has been retroactively applied to all prior stock transactions of the Company.

On April 28, 2008, the Company announced that its Board of Directors authorized a one-for-three reverse stock split of its outstanding common stock. The reverse stock split was approved by a majority of the Company’s shareholders. The Company’s Board of Directors established May 15, 2008, as the effective date for the reverse stock split. The effect of the reverse split has been retroactively applied to all prior stock transactions of the Company.

(8) Common Stock Warrants and Options

Warrants

On January 17, 2008, the Company granted warrants to purchase 1,000,000 shares of the Company’s common stock at a price of $1.08 to its investor relations firm pursuant to a consulting agreement which the Company entered into with this firm. Neither the exercise price per share of the warrants, nor the number of shares for which the warrants are exercisable, were affected by the Company’s one-for-three reverse stock split in May 2008. These warrants can be exercised over a three year period. The consulting expense for these services is recognized on a straight-line basis over the one year period of the related consulting contract. The Company estimated the fair value of warrants using the Black-Scholes pricing model and recorded the compensation expenses ratably over the warrants’ vesting period.

The fair value of each warrant granted has been estimated on the date of grant using the Black-Scholes pricing model, using the following assumptions:

	2009			2008
Five Year Risk Free Interest Rate		2.46	%		2.46	%
Dividend Yield		0.00	%		0.00	%
Volatility		314	%		314	%
Average Expected Term (Years to Exercise)		3			3

A summary of the status of warrants granted as of September 30, 2009 is as follows:

	For The Period Ended September 30, 2009
	Shares		Weighted Average Exercise Price
Outstanding at January 1, 2008		-		-
Granted		1,000,000	$	1.08
Exercised		-		-
Forfeited		-		-
Expired		-		-
Outstanding at December 31, 2008		1,000,000	$	1.08
Granted		-		-
Exercised		-		-
Forfeited		-		-
Expired		-		-
Outstanding at September 30, 2009		1,000,000	$	1.08

Exercisable at September 30, 2009		1,000,000	$	1.08
Exercisable at December 31, 2008		1,000,000	$	1.08

JADE ART GROUP INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009, AND 2008

(Unaudited)

A summary of the status of warrants outstanding as of September 30, 2009, was presented below:

	Warrants Outstanding			Warrants Exercisable
Range of Exercise prices	Number Outstanding	Weighted Average Remaining Life years	Weighted Average Exercise Price	Number exercisable	Weighted Average Exercise Price
$ 1.08	1,000,000	2.04	$ 1.08	1,000,000	$ 1.08

The weighted average grant date fair value of warrants granted during the period ended September 30, 2009, was $3.03 post reverse spilt. The fair value of warrants vested during the nine months ended September 30, 2009, totaled $43,982.

Options

On April 15, 2008, the Company granted to Mr. Khaleel, a member of the Company’sBoard of Directors, nonqualified stock options to purchase up to 100,000 shares (33,333 post reverse split) of the Company’s common stock (the “Option Shares”), exercisable at a price of $1.15 per share ($3.45 per share post reverse split) (a price equal to the closing price per share of the Company’s common stock on April 15, 2008, as reported by the Over-the-Counter Bulletin Board). Options to purchase one third of the Option Shares were exercisable immediately; options to purchase an additional one third of the Option Shares may be exercised commencing April 15, 2009, and options to purchase the remaining one third of the Option Shares may be exercised commencing April 15, 2010. All outstanding and unexercised options shall expire on the date that Mr. Khaleel is no longer serving as a member of the Board of Directors of the Company or otherwise engaged by the Company to provide services to the Company. Subject to the foregoing, the options may be exercised until April 15, 2018, at which time any such options that have not been exercised shall automatically expire.

The fair value of each option granted has been estimated on the date of grant using the Black-Scholes pricing model, using the following assumptions:

	September 30, 2009			September 30, 2008
Five Year Risk Free Interest Rate		3	%		-
Dividend Yield		0.00	%		-
Volatility		248	%		-
Average Expected Term (Years to Exercise)		10			-

A summary of the status of options granted as of September 30, 2009 is as follows:

	For The Period Ended September 30, 2009
	Shares		Weighted Average Exercise Price
Outstanding at January 1, 2008		-		-
Granted		33,333	$	3.45
Exercised		-		-
Forfeited		-		-
Expired		-		-
Outstanding at December 31, 2008		33,333	$	3.45
Granted		-		-
Exercised		-		-
Forfeited		-		-
Expired		-		-
Outstanding at September 30, 2009		33,333	$	3.45

Exercisable at September 30, 2009		11,111	$	3.45
Exercisable at December 31, 2008		11,111	$	3.45

JADE ART GROUP INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009, AND 2008

(Unaudited)

A summary of the status of options outstanding as of September 30, 2009, is presented below:

	Options Outstanding			Options Exercisable
Range of Exercise prices	Number Outstanding	Weighted Average Remaining Life (Years)	Weighted Average Exercise Price	Number exercisable	Weighted Average Exercise Price
$ 3.45	33,333	9.375	$ 3.45	11,111	$ 3.45

The aggregate intrinsic value of stock options outstanding and exercisable as of September 30, 2009, totaled $0. The weighted average grant date fair value of options granted during the nine months ended September 30, 2009, was $3.42 post reverse split. The fair value of options vested during the period ended September 30, 2009, totaled $94,227.

(9) Income Tax

Components of deferred tax assets as of September 30, 2009 and December 31, 2008 respectively were as follows:

	September 30,		December 31,
	2009		2008
Net operating loss carry forward	$	-	$	-
Valuation allowance		-		-
Net deferred tax asset	$	-	$	-

The components of current income tax expense as of September 30, 2009, and September 30, 2008, respectively were as follows:

	September 30, 2009		September 30, 2008

Domestic - Current	$	-	$	-
Foreign – Current		3,876,945		5,486,689
Domestic – Defend		-		-
Foreign – Defend		-		-
Income tax expense	$	3,876,945	$	5,486,689

JADE ART GROUP INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009, AND 2008

(Unaudited)

Because all of the Company’s operations are conducted by a subsidiary in the PRC, the income tax provision is not applicable to U.S. taxation.

The following is a reconciliation of the provision for income taxes at the prevailing PRC income tax rate to the income taxes reflected in the statement of operations:

	Nine months ended September 30,2009	Nine months ended September 30,2008

Tax expense at statutory PRC rate	25%	25%

Effect of non-deductible items	5%	5%

Tax expense at actual rate	30%	30%

Due to uncertainty of the deductibility of consulting and professional expense and other general and administrative expenses incurred during the nine months ended September 30, 2009, and 2008, the tax provision did not assume that this expense would be deductible. The total income tax expense was $3,876,945 and $5,486,689 for the nine months ended September 30, 2009, and September 30, 2008, respectively.

(10) Recent Accounting Pronouncements

In March 2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement 133” (“SFAS No. 161”). SFAS No. 161 enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how: (a) an entity uses derivative instruments; (b) derivative instruments and related hedged items are accounted for under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”; and (c) derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Specifically, SFAS No. 161 requires:

●

Disclosure of the objectives for using derivative instruments in terms of underlying risk and accounting designation;

●

Disclosure of the fair values of derivative instruments and their gains and losses in a tabular format;

●

Disclosure of information about credit-risk-related contingent features; and

●

Cross-reference from the derivative footnote to other footnotes in which derivative-related information is disclosed.

SFAS No. 161 is effective for fiscal years and interim periods beginning after November 15, 2008. Earlier application is encouraged. The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.

In May 2008, the FASB issued FASB Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 162”). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States of America. The sources of accounting principles that are generally accepted are categorized in descending order as follows:

FASB Statements of Financial Accounting Standards and Interpretations, FASB Statement 133 Implementation Issues, FASB Staff Positions, and American Institute of Certified Public Accountants (AICPA) Accounting Research Bulletins and Accounting Principles Board Opinions that are not superseded by actions of the FASB.

FASB Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and Accounting Guides and Statements of Position.

JADE ART GROUP INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009, AND 2008

(Unaudited)

AICPA Accounting Standards Executive Committee Practice Bulletins that have been cleared by the FASB, consensus positions of the FASB Emerging Issues Task Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts (EITF D-Topics).

Implementation guides (Q&As) published by the FASB staff, AICPA Accounting Interpretations, AICPA Industry Audit and Accounting Guides and Statements of Position not cleared by the FASB, and practices that are widely recognized and prevalent either generally or in the industry.

On May 26, 2008, the FASB issued FASB Statement No. 163, “Accounting for Financial Guarantee Insurance Contracts” (“SFAS No. 163”). SFAS No. 163 clarifies how FASB Statement No. 60, “Accounting and Reporting by Insurance Enterprises” (“SFAS No. 60”), applies to financial guarantee insurance contracts issued by insurance enterprises, including the recognition and measurement of premium revenue and claim liabilities. It also requires expanded disclosures about financial guarantee insurance contracts.

The accounting and disclosure requirements of SFAS No. 163 are intended to improve the comparability and quality of information provided to users of financial statements by creating consistency. Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under SFAS No. 60, “Accounting and Reporting by Insurance Enterprises.” That diversity results in inconsistencies in the recognition and measurement of claim liabilities because of differing views about when a loss has been incurred under FASB Statement No. 5, “Accounting for Contingencies” (“SFAS No. 5”). SFAS No. 163 requires that an insurance enterprise recognize a 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.

SFAS No. 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years, except for disclosures about the insurance enterprise’s risk-management activities. Disclosures about the insurance enterprise’s risk-management activities are effective the first period beginning after issuance of SFAS No. 163. Except for those disclosures, earlier application is not permitted. The management of Jade Art does not expect the adoption of this pronouncement to have material impact on its financial statements.

On May 22, 2009, the FASB issued FASB Statement No. 164, “Not-for-Profit Entities: Mergers and Acquisitions” (“SFAS No. 164”). Statement 164 is intended to improve the relevance, representational faithfulness, and comparability of the information that a not-for-profit entity provides in its financial reports about a combination with one or more other not-for-profit entities, businesses, or nonprofit activities. To accomplish that, this Statement establishes principles and requirements for how a not-for-profit entity:

Determines whether a combination is a merger or an acquisition.

Applies the carryover method in accounting for a merger.

Applies the acquisition method in accounting for an acquisition, including determining which of the combining entities the acquirer is.

Determines what information to disclose to enable users of financial statements to evaluate the nature and financial effects of a merger or an acquisition.

This Statement also improves the information a not-for-profit entity provides about goodwill and other intangible assets after an acquisition by amending FASB Statement No. 142, Goodwill and Other Intangible Assets, to make it fully applicable to not-for-profit entities.

Statement No. 164 is effective for mergers occurring on or after December 15, 2009, and acquisitions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2009. Early application is prohibited. The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.

On May 28, 2009, the FASB issued FASB Statement No. 165, “Subsequent Events” (“SFAS No. 165”). Statement 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, SFAS No. 165 provides:

The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements.

The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements.

The disclosures that an entity should make about events or transactions that occurred after the balance sheet date.

JADE ART GROUP INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009, AND 2008

(Unaudited)

In accordance with this Statement, an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009. The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.

On June 9, 2009, the FASB issued FASB Statement No. 166, “Accounting for Transfers of Financial Assets – an amendment of FASB Statement No. 140” (“SFAS No. 166”). SFAS No. 166 revises the de-reorganization provision of FASB Statement No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities” and will require entities to provide more information about sales of securitized financial assets and similar transactions, particularly if the seller retains some risk with respect to the assets. It also eliminates the concept of a "qualifying special-purpose entity."

This statement is effective for financial asset transfers occurring after the beginning of an entity's first fiscal year that begins after November 15, 2009. The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.

In June 2009, the FASB issued FASB Statement 167, "Amendments to FASB Interpretation No. 46(R)" (“SFAS No. 167”). SFAS No. 167 amends certain requirements of FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities” to improve financial reporting by companies involved with variable interest entities and to provide additional disclosures about the involvement with variable interest entities and any significant changes in risk exposure due to that involvement. A reporting entity will be required to disclose how its involvement with a variable interest entity affects the reporting entity's financial statements.

This Statement shall be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.

In June 2009, the FASB issued FASB Statement 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162" ("SFAS No. 168"). SFAS No. 168 establishes the FASB Accounting Standards Codification (the "Codification") to become the single official source of authoritative, nongovernmental US generally accepted accounting principles (GAAP). The Codification did not change GAAP but reorganizes the literature.

SFAS No. 168 is effective for interim and annual periods ending after September 15, 2009. The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.

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

Cautionary Notice Regarding Forward-Looking Statements

Jade Art Group Inc. (referred to in this Quarterly Report on Form 10-Q as "we" or the "Company") desires to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. This report contains a number of forward-looking statements that reflect management's current views and expectations with respect to our business, strategies, future results and events and financial performance. All statements made in this report, other than statements of historical fact, including statements that address operating performance, events or developments that management expects or anticipates will or may occur in the future, including statements related to future cash flows, revenues, profitability, adequacy of funds from operations, statements expressing general optimism about future operating results and non-historical information, are forward-looking statements. In particular, the words "believe," "expect," "intend," "anticipate," "estimate," "may," "plan," "will," variations of such words and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements and their absence does not mean that the statement is not forward-looking.

Forward-looking statements are subject to certain known and unknown risks and uncertainties, which may cause our actual results, performance or achievements to differ materially from historical results as well as those expressed in, anticipated or implied by these forward-looking statements. We do not undertake any obligation to revise forward-looking statements to reflect any future events or circumstances. Factors that could cause or contribute to such differences include, but are not limited to, those set forth in our Annual Report on Form 10-K for the year ended December 31, 2008, and in our quarterly reports to be filed with the Securities and Exchange Commission, together with the risks discussed in our press releases and other communications to shareholders issued by us from time to time, which attempt to advise interested parties of the risks and factors that may affect our business. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein include, but are not limited to, our ability to raise capital as and when required, the availability of raw products and other supplies, competition, environmental risks, the prices of goods and services, government regulations, and political and economic factors in the People's Republic of China ("China" or the "PRC") in which our operating subsidiary operates.

Overview

The Company is a seller and distributor in China of raw jade, ranging in uses from decorative construction material for both the commercial and residential markets to high-end jewelry. For more than 30 years, the Company's business consisted of manufacturing and selling hand and machine-carved wood products, such as furniture, architectural accents and Buddhist figurines in China. Commencing in 2007, we experienced a reduction of revenue from our woodcarving business, which largely resulted from increased competition. As a result, we decided to dispose of our wood products business and to enter the business of raw jade sales and distribution, which management believed presented a better long-term growth potential. On January 11, 2008, we formed a new wholly owned Chinese subsidiary, JiangXi SheTai Jade Industrial Company Limited ("STJ"), to engage in the sale and distribution of raw jade throughout China. Our goal is to meet China's increasing demand for jade and to eventually vertically integrate our raw jade distribution activities with jade processing, carving, polishing, and, at a later date, retail sales.

On January 17, 2008, the Company entered into an Exclusive Distribution Rights Agreement (the "Exchange Agreement") with Wulateqianqi XiKai Mining Co., Ltd. ("XiKai Mining"). Under the Exchange Agreement, XiKai Mining committed to sell to the Company 90% of the raw jade material produced from its SheTai Jade mine, located in Wulateqianqi, China, for a period of 50 years (the "Exclusive Rights"). In exchange for these Exclusive Rights, the Company agreed to pay XiKai Mining RMB 60 million (approximately $8.8 million) by March 31, 2009, and, to transfer to XiKai Mining 100% of our ownership interest in all of the Company's woodcarving operations, which were contained in Jiangxi XiDa. This transfer of Jiangxi XiDa was made on February 20, 2008.

XiKai Mining is the Company's sole source for raw jade. Under the Exchange Agreement, the price for the raw jade material has been set for the first five years at RMB 2000 (approximately $285) per metric ton, and is subsequently subject to renegotiation every five years with adjustments not to exceed 10%. This mine commenced operation in 2002, and is estimated to have an annual operating capacity of approximately 40,000 metric tons by 2009. It has one of the largest jade reserves in China. According to a survey report issued by the Inner Mongolia Geological Institution, the mine has proven and probable reserves of approximately six million metric tons. SheTai Jade is a form of jadeite found in the mountain ranges of Inner Mongolia, China. The jade from the SheTai mine is stainless, non-corrosive, non-weathering and unfadable. It has a glassy luster and a pure and an attractive green color. It is also much harder and more durable than other forms of jade. As a result of such characteristics, SheTai Jade has a broad spectrum of applications, ranging from commercial and residential construction, and decorative jade artwork to intricately carved jade jewelry.

We commenced the distribution and sale of jade in January 2008. During the quarter ended March 31, 2008, we entered into five contracts for the sale of raw jade. During the quarter ended June 30, 2008, the Company entered into one additional contract. The total value of these contracts is approximately $42 million. The contracts require the customers to purchase specified amounts raw jade over periods ranging from six months to one year at times which are at the discretion of the customer. The contracts for the sale of raw jade generally provide that the Company is to receive 30% of the contracted value of the order before shipment, with the balance to be paid within 10 days after customer's inspection and acceptance of the jade. However, the Company's customers generally have, instead, paid the balance within 45 days after shipment. Xikai Mining mines the raw jade and prepares the raw jade for pick-up by the Company's customers at a warehouse which Xikai Mining maintains near its She Tai Jade mine.

The supply of Jade from XiKai Mining was interrupted on June 10, 2008, when an earthquake damaged the sole road on which raw jade is transported from Xikai Mining's warehouse. A smaller service road was still navigable, allowing basic mining operations to continue. The mine was able to continue to mine raw jade, cut jade and prepared for pick-up by the Company's customers at the warehouse, however due to the larger tonnage requirements, the shipments of raw jade from the warehouse by the Company's customers were completely halted. The road was subsequently repaired and the shipments of raw jade from the mine commenced again on September 23, 2008. As a result of the interruption in the shipments of raw jade from the SheTai Jade mine, the Company's revenues in its second quarter ended June 30, 2008, and its third quarter ended September 30, 2008, were substantially below the levels which the Company had anticipated.

The Company had sales revenue of $10,667,585 during the quarter ended September 30, 2009. These sales resulted from orders for raw jade received by the Company from existing customers in 2008. As more fully described below, because of the downturn in the Chinese economy, the Company did not acquire any new customers or enter into any new contracts with existing customers during the first nine months of 2009.

Results of Operations

The following table presents certain information, relating solely to our continuing operations, derived from the consolidated statements of operations of the Company for the three and nine months ended September 30, 2009.

	Three months ended September 30, 2009			Nine months ended September 30, 2009
Revenues	$	10,667,585		$	17,592,611
Cost of Sales	$	1,486,437		$	3,436,507
Gross Profit	$	9,181,148		$	14,156,104
Selling, General and Administrative Expenses	$	531,484		$	1,174,353
Income from Operations	$	8,649,664		$	12,981,751
Interest Income (Expense)	$	3,578		$	(1,253	)
Income from Continuing Operations before Taxes	$	8,653,242		$	12,980,498
Income Tax Expense	$	(2,359,012	)	$	(3,876,945	)
Net Income from Continuing Operations	$	6,294,230		$	9,103,553
Net Income	$	6,294,230		$	9,103,553

Revenue. Subsequent to the acquisition of the Exclusive Rights pursuant to the Exchange Agreement, The Company's sales revenue has been derived solely from the sale of raw jade. The revenue from the sale of raw jade was $10,667,585 and $17,592,611 for the three and nine months ended September 30, 2009, respectively, compared to $7,609,684 and $24,995,461 for the three and nine months ended September 30, 2008, an increase of $3,057,901, or 40%, and a decrease of $7,402,850, or 30% respectively. The increase in revenue resulted from an increase in orders of raw jade received by the Company from our customers due to better economic environment and the new sales policy of our company. Having experienced a slowing growth rate, Chinese economy is recovering and showing great improvement. This has a positive impact on the commercial and residential construction markets and the high-end jewelry market into which the company sells raw jade. The new sales policy, reduction on the rate of sales advances on new orders from 30% to 10%, is another factor that contributes improving the revenue.

Cost of Sales. The cost of sales was $1,486,437 and $3,436,507 during the three months and nine months ended September 30, 2009, respectively, compared to $1,360,228 and $4,160,214 during the three and nine months ended September 30, 2008, an increase of $126,209, or 9%, and a decrease of $723,707, or 17%, respectively. The increase is primarily due to the increase in sales in the third quarter of 2009.

Gross Profit. The resulting gross profit for the three and nine months ended September 30, 2009 was $9,181,148 and $14,156,104, respectively, which represented approximately 86% and 81% of revenue, respectively, compared to $6,249,456 and $20,835,247 for

the three and nine months ended September 30, 2008, which represented approximately 82% and 83% of revenue, respectively. The increase of the percentage of gross profit to revenue in the three months ended September 30, 2009 is primarily due to the increase in sales in the nine months of 2009.

Selling, General and Administrative Expenses. Selling, General and Administrative Expenses (SG&A) were $531,484 and $1,174,353 for the three and nine months ended September 30, 2009, respectively, compared to $629,184 and $2,185,771 for the three and nine months ended September 30, 2008, a decrease of $97,700, or 16%, and $1,011,418, or 46%, respectively. The decrease in SG&A was mainly due to the decrease in the Company's normal operational activities, especially the US operation.

Income Before Taxes From Continuing Operations. Income before taxes from continuing operations was $8,653,242 and $12,980,498 for the three and nine months ended September 30, 2009, respectively, compared to $5,626,332 and $18,444,851 for the three and nine months ended September 30, 2008, an increase of $3,026,910, or 54%, and a decrease of $5,464,353, or 30%, respectively. The increase of the third quarter ended September 30, 2009 is primarily due to the same reason that affects our revenue above. The income resulted primarily from the sale of raw jade from SheTai mine by the Company.

Income Tax Expense. The income tax expense pertaining to continuing operations for the three and nine months ended September 30, 2009 was $2,359,012 and $3,876,945, compared to $1,664,686 and $5,486,689 for the three and nine months ended September 30, 2008, respectively, an increase of $694,326, or 42%, and a decrease of $1,639,744, or 30%, respectively. The increase of the third quarter ended September 30, 2009 is primarily due to the increase in revenue.

Net Income From Continuing Operations. The Company recorded Net Income from Continuing Operations of $6,294,230 and $9,103,553 during the three and nine months ended September 30, 2009, respectively, compared to $3,961,646 and $12,958,162 recorded during the three months ended September 30, 2008, an increase of $2,332,584, or 59%, and a decrease of $3,854,609, or 30%, respectively. This increase of the third quarter ended September 30, 2009 is primarily due to the increase in our revenue as explained above.

Net Income. The net income for the three and nine months ended September 30, 2009 was $6,294,230 and $9,103,553, respectively, compared to $3,961,646 and $68,377,528 for the three and nine months ended September 30, 2008, an increase of $2,332,584, or 59%, and a decrease of $59,273,975, or 96%, respectively. This increase of the third quarter ended September 30, 2009 is primarily due to the increase in our revenue as explained above; and the huge discrepancy for the nine months ended September 30, 2009 is the fact that net income from discontinued operations, totaling $55,419,366, was included in net income for the first quarter of 2008, which contributes 93% of the difference.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2009, the Company's cash was $4,340,016 as compared to $523,374 as of September 30, 2008.

Cash Flow

	Nine months ended September 30, 2009		Nine months ended September 30, 2008
Net cash provided by operating activities	$	4,231,499	$	11,425,066
Net cash (used by) investing activities		-	$	(22,016,848	)
Net cash provided (used) by financing activities		-	$	10,000,000
Effect of exchange rate changes	$	39,561	$	813,953
Net cash inflow	$	4,271,060	$	222,171

During the nine months ended September 30, 2009, the Company met its working capital and capital investment requirements by using operating cash flows. The Company is obligated to pay the remaining balance of $903,074 owed to former GHL shareholders in connection with the Merger Transaction on or before March 31, 2010, together with interest at the rate of 4% per year.

Net Cash Provided by Operating Activities

During the nine months ended September 30, 2009, the Company had net cash flow from operating activities of $4,231,499, compared to $11,425,066 for the nine months ended September 30, 2008, a $7,193,567 decrease, or 63%, primarily attributable to the decrease in net income from continuing operation and advances from our customers.

Net Cash Provided (Used in) Investing Activities and Financing Activities

The Company used $0.00 in its Investing Activities during the nine months ended September 30, 2009, compared to $22,016,848 used in investing activities for the nine months ended September 30, 2008.

The Chinese economy has experienced a slowing growth rate due to a number of factors, including the global economic crisis, the appreciation of the RMB and economic and monetary policies adopted by the Chinese government aimed at preventing overheating of the Chinese economy and inflation. This has had a negative impact on the commercial and residential construction markets and the high-end jewelry markets into which the Company sells raw jade. As demand has declined, our customers have been negatively affected which, in turn, has resulted in a slowdown in customer orders and the inability of the Company to obtain new customers in the second half of 2008, and the first half of 2009. The Company cannot predict how long the downturn in the Chinese economy will last, the continuing impact of the downturn on its business and operating results and the timing of any subsequent recovery.

The Company has continued to receive orders from, and make sales to, its existing customers through its quarter ended September 30, 2009. However, the Company has not obtained new customers since the second quarter ended June 30, 2008. Four of the Company's nine customers have fulfilled their purchase obligations under their respective contracts with the Company. Two of the Company's customers remain obligated to purchase a total of 3,750 metric tons of raw jade, for a total purchase price of $11.5 million. However, as a result of the adverse impact of the downturn in the Chinese economy on these customers, the Company has informally agreed to extend the period in which the customers must fulfill their purchase obligations to a date to be mutually agreed upon in the future.

Due to the nature of the Company's business as a reseller and distributor of raw jade, principal components of the Company's overhead, such as salaries and lease obligations, are relatively low. Management presently anticipates that the Company's present cash on hand and cash expected to be generated from operating activities will, under current conditions, be sufficient to finance the Company's planned operations until December 31, 2010. Subsequent to that time, in the event that the Company does not obtain new customers or new orders from existing customers, the Company will not be able to meet its operating expenses with cash flow from operations. Under such circumstances, the Company would need to obtain additional debt or equity financing.

The Company does not have any credit facilities with banks or other lenders. Furthermore, the economic downturn and the deterioration in equity and credit markets generally has made obtaining financing more difficult and costly and potentially more dilutive to our existing investors. The failure to secure any necessary additional financing in a timely manner and on favorable terms could have a material adverse affect on our ability to conduct our operations, satisfy our existing debt obligations and to implement our expansion plans.

Critical Accounting Policies and Estimates

The following discussion and analysis of financial condition and results of operations are based upon the Company's consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America. The Company's significant accounting policies are more fully described in Note 1 of the Notes to Consolidated Financial Statements. Certain accounting estimates are particularly important to the understanding of the Company's financial position and results of operations and require the application of significant judgment by the Company's management or can be materially affected by changes from period to period in economic factors or conditions that are outside the control of management. The Company's management uses its judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Those estimates are based on historical operations, future business plans and projected financial results, the terms of existing contracts, the observance of trends in the industry, information provided by customers and information available from other outside sources, as appropriate. The following discusses the Company's critical accounting policies and estimates.

Accounting Method. The consolidated financial statements are prepared using the accrual method of accounting. The Company changed its fiscal year-end from July 31 to December 31 in fiscal year 2007.

Principles of Consolidation. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated on consolidation.

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.

Foreign Currency Translation. The Company's functional currency is the Chinese Yuan Renminbi ("RMB"), and reporting currency is the United States Dollar. The financial statements of the Company are translated to United States Dollars in accordance with SFAS No.52 "Foreign Currency Translation". Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Transactions affecting the Company's revenue and expense accounts are translated using an average exchange rate during the period presented. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in RMB. Foreign Currency Translation Adjustments are included in Other Comprehensive Income and disclosed as a separate category of Stockholders' Equity.

Accounts Receivable and Notes Receivable. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and recorded based on management's assessment of the credit history with the customer and current relationships with them.

The Company makes provision for bad debts based on an assessment of the recoverability of accounts receivable. Specific provisions are applied to related-party receivables and third-party receivables where events or changes in circumstances indicate that the balances may not be collectible. However, due to the Company's experience in the sale and distribution of raw jade in 2008, and the nature of the Company's business, management did not expect any uncollectible receivables. As of March 31, 2009, there was no allowance recorded for the doubtful accounts.

Inventories. During 2007, raw materials and supplies were stated at the lower of cost (computed on an average cost basis) or market. Work-in-process and finished goods were stated at the lower of average cost or market. If required, the Company provided inventory allowances based on excess and obsolete inventories determined principally by customer demand. This policy only applied to the Company's woodcarving business that was discontinued in early 2008.

Revenue Recognition. The Company applies the provisions of SEC Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition in Financial Statements ("SAB 104"), which provides guidance on the recognition, presentation and disclosure of revenue in financial statements filed with the SEC. SAB 104 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. Sales revenue is recognized when (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. The Company determines whether criteria (3) and (4) are met based on judgments regarding the nature of the price charged for products and the collectability of those fees. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as advances from customers.

Accounting for Stock-Based Compensation. The Company accounts for stock-based compensation in accordance with the fair value recognition provisions of Statement of Financial Accounting Standards ("SFAS") No. 123R. Share Based Payments ("SFAS 123R."). The Company uses the Black-Scholes option-pricing model, which involves certain subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them ("expected term"), the number of options for which vesting requirements will not be completed ("forfeitures"). Changes in the subjective assumptions can materially affect estimates of fair value stock-based compensation, and the related amount recognized on the consolidated statement of operations.

Recent Accounting Pronouncements

Disclosure of the objectives for using derivative instruments in terms of underlying risk and accounting designation;

Disclosure of the fair values of derivative instruments and their gains and losses in a tabular format;

Disclosure of information about credit-risk-related contingent features; and

Cross-reference from the derivative footnote to other footnotes in which derivative-related information is disclosed.

FASB Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and Accounting Guides and Statements of Position.

SFAS No. 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years, except for disclosures about the insurance enterprise’s risk-management activities. Disclosures about the insurance enterprise’s risk-management activities are effective the first period beginning after issuance of SFAS No. 163. Except for those disclosures, earlier application is not permitted. Management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.

Determines whether a combination is a merger or an acquisition.

Applies the carryover method in accounting for a merger.

Applies the acquisition method in accounting for an acquisition, including determining which of the combining entities the acquirer is.

Determines what information to disclose to enable users of financial statements to evaluate the nature and financial effects of a merger or an acquisition.

Statement 164 is effective for mergers occurring on or after December 15, 2009, and acquisitions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2009. Early application is prohibited. The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.

The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements.

The disclosures that an entity should make about events or transactions that occurred after the balance sheet date.

On June 9, 2009, the FASB issued FASB Statement No. 166, “Accounting for Transfers of Financial Assets- an amendment of FASB Statement No, 140” (“SFAS No.166”). SFAS No.166 revises the derecognization provision of SFAS No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities” and will require entities to provide more information about sales of securitized financial assets and similar transactions, particularly if the seller retains some risk with respect to the assets. It also eliminates the concept of a "qualifying special-purpose entity."

This statement is effective for financial asset transfers occurring after the beginning of an entity's first fiscal year that begins after November 15, 2009. The management of Jade Art Group does not expect the adoption of this pronouncement to have material impact on its financial statements.

In June 2009, the FASB issued SFAS 167 "Amendments to FASB Interpretation No. 46(R)." SFAS No.167 amends certain requirements of FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities” to improve financial reporting by companies involved with variable interest entities and to provide additional disclosures about the involvement with variable interest entities and any significant changes in risk exposure due to that involvement. A reporting entity will be required to disclose how its involvement with a variable interest entity affects the reporting entity's financial statements.

This Statement shall be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The management of Jade Art Group does not expect the adoption of this pronouncement to have material impact on its financial statements.

In June 2009, the FASB issued SFAS 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principle - a replacement of FASB Statement No. 162" ("SFAS No.168"). SFAS No.168 establishes the FASB Accounting Standards Codification (the "Codification") to become the single official source of authoritative, nongovernmental US generally accepted accounting principles (GAAP). The Codification did not change GAAP but reorganizes the literature.

SFAS No.168 is effective for interim and annual periods ending after September 15, 2009. The management of Jade Art Group does not expect the adoption of this pronouncement to have material impact on its financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company's principal wholly owned subsidiary operates in China, and is exposed to foreign exchange rate fluctuations related to the translation of the financial results of our operations in China into U.S. dollars during consolidation. The value of the RMB-to-U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions. As exchange rates fluctuate, these results, when translated, may vary from expectations and adversely impact overall expected profitability.

Since 1994, the conversion of RMB into foreign currencies, including U.S. dollars, had 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 RMB to U.S. dollars had generally been stable and RMB had appreciated slightly against the U.S. dollar.

However, on July 21, 2005, the Chinese government changed its policy of pegging the value of RMB to the U.S. dollar. Under the new policy, RMB 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 RMB 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 RMB exchange rate.

Since February 2006, the new currency rate system has operated; the currency rate of RMB has become more flexible while basically maintaining stability 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.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the "SEC"), and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 15d-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

At the end of the period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2009, the disclosure controls and procedures of the Company were effective to ensure that the information required to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis.

Changes in Internal Control Over Financial Reporting

The Company's former independent registered public accounting firm advised the Company of the following material weakness in its financial reporting: lack of sufficient resources to identify and properly address technical SEC reporting issues.

There were no changes in internal controls over financial reporting that occurred during the quarter ended June 30, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

A discussion of risk factors of the company is set forth in Part I, Item IA or the company's report on Form 10-K for the year ended December 31, 2008.

Item 2. Recent Sales of Unregistered Securities; Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None

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

None

Item 5. Other Information.

None.

Item 6. Exhibits.

(a) Exhibits

Exhibit No.	Description
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.
32.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

		JADE ART GROUP INC.

Date: November 18, 2009		/s/ Hua-Cai Song
		Hua-Cai Song Chief Executive Officer


Date: November 18, 2009		/s/ Chen-Qing Luo
		Chen-Qing Luo Chief Financial Officer

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