Attached files
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| EXCEL - IDEA: XBRL DOCUMENT - China Logistics Group Inc | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
Amendment No. 1
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[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE QUARTERLY PERIOD ENDED: June 30, 2011
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Or
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE TRANSITION PERIOD FROM: _____________ TO _____________
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COMMISSION FILE NUMBER: 000-31497
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CHINA LOGISTICS GROUP, INC.
(Exact name of registrant as specified in its charter)
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Florida
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65-1001686
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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23F. Gutai Beach Building No. 969 Zhongshan Road (South), Shanghai, China
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200011
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(Address of principal executive offices)
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(Zip Code)
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86-21-63355100
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
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.
[X] Yes [ ]No
Indicate by check mark whether the registrant has been submitted electronically and posted on its corporate Website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[ x]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.
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ]
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Smaller reporting company
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[X]
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(Do not check if smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ] Yes [X] No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 41,508,203 shares of common stock are issued and outstanding as of August 19, 2011.
Explanatory Note
The purpose of this Amendment No. 1 to our Quarterly Report on Form 10-Q for the period ended June 30, 2011 (the “Form 10-Q”), originally filed with the Securities and Exchange Commission on August 22, 2011, is to furnish Exhibit 101 to the Form 10-Q within the 30 day grace period provided for the initial submission of interactive data files, as required by Rule 405 of Regulation S-T.
No other changes have been made to the Form 10-Q. This Form 10-Q/A speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
ITEM 6. EXHIBITS.
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Exhibit No.
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Description
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3.1
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Articles of Incorporation (1)
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3.2
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Articles of Amendment (1)
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3.3
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Articles of Amendment (5)
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3.4
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Articles of Amendment (2)
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3.5
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Form of Articles of Amendment (10)
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3.6
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Bylaws (1)
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4.1
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Trilogy Capital Partners, Inc. Warrant Agreement dated June 1, 2006(3)
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4.2
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Form of common stock purchase warrant issued to Mr. Chen (12)
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4.3
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Form of common stock purchase warrant issued in the 2008 Unit Offering (13)
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10.1
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Debt Conversion Agreement with David Aubel dated December 3, 2005 (4)
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10.2
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Amendment to Debt Conversion Agreement with David Aubel dated May 15, 2006 (6)
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10.3
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Consulting and Management Agreement dated May 22, 2007 with China Direct Investments, Inc. (7)
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10.4
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Consulting and Management Agreement dated September 5, 2007 with Capital One Resource Co., Ltd (8)
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10.5
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Acquisition Agreement dated as of December 31, 2007 between MediaReady, Inc., Shandong Jiajia International Freight & Forwarding (Logistics Co.) Ltd., and Messrs. Hui Liu and Wei Chen (2)
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10.6
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Finder's Agreement dated as of December 31, 2007 between MediaReady, Inc. and Dragon Venture (Shanghai) Capital Management Co., Ltd. (2)
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10.7
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Consulting Agreement dated as of December 31, 2007 between MediaReady, Inc. and China Direct, Inc. (2)
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10.8
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Form of Amendment to Acquisition Agreement dated as of January 28, 2008 between MediaReady, Inc., Shandong Jiajia International Freight & Forwarding Co., Ltd., and Messrs. Hui Liu and Wei Chen (9)
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10.9
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Form of Amendment to Finder's Agreement dated as of January 28, 2008 between MediaReady, Inc. and Dragon Venture (Shanghai) Capital Management Co., Ltd. (9)
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10.10
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Form of Amendment to Acquisition Agreement dated as of March 13, 2008 between MediaReady, Inc., Shandong Jiajia International Freight & Forwarding Co., Ltd., and Messrs. Hui Liu and Wei Chen (11)
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10.11
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Lease Agreement between China Logistics Group, Inc. and ETI International, Inc. (17)
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10.12
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Form of Subscription Agreement for 2008 Unit Offering (13)
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10.13
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Lease Agreement between Wei Chen and Shandong Jiajia International Freight & Forwarding Co., Ltd.(14)
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10.14
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Lease Agreement dated December 31, 2008 between Shandong Jiajia International & Freight Forwarding Co., Ltd. and Shandong Import & Export Co., Ltd. (17)
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10.15
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Assumption Agreement dated December 31, 2007 between David Aubel and MediaReady, Inc. (17)
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10.16
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Conversion Agreement dated March 20, 2008 between V. Jeffrey Harrell and China Logistics Group, Inc. (16)
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10.17
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Conversion Agreement dated March 20, 2008 between David Aubel and China Logistics Group, Inc. (16)
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10.18
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Form of promissory note in the principal amount of $561,517.27 dated January 1, 2003 issued by Video Without Boundaries, Inc. to Mr. David Aubel (15)
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10.19
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Form of Security Agreement dated May 23, 2001 between Valusales.com, Inc. and Mr. David Aubel (15)
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10.20
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Promissory note from Shanghai Yudong Logistics Co., Ltd. to Shandong Jiajia International Freight & Forwarding Co., Ltd., dated March 30, 2009 (18)
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14.1
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Code of Business Conduct and Ethics (12)
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21.1
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Subsidiaries of the Registrant (12)
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31.1*
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2*
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1*
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Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.INS**
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XBRL Instance Document
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101.SCH**
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XBRL Taxonomy Extension Schema Document
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101.CAL**
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF**
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB**
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE**
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XBRL Taxonomy Extension Presentation Linkbase Document
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(1
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Incorporated by reference to the registration statement on Form 10-SB, SEC File No. 0-31497 as filed with the Securities and Exchange Commission on September 11, 2000, as amended.
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(2
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Incorporated by reference to the Current Report on Form 8-K as filed on January 7, 2008.
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(3
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Incorporated by reference to the Current Report on Form 8-K as filed on June 2, 2006.
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(4
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Incorporated by reference to the Annual Report on Form 10-KSB for the year ended December 31, 2004.
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(5
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Incorporated by reference to the Current Report on Form 8-K as filed on September 27, 2006.
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(6
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Incorporated by reference to the Quarterly Report on Form 10-QSB for the period ended September 30, 2006.
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(7
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Incorporated by reference to the Current Report on Form 8-K as filed on May 23, 2007.
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(8
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Incorporated by reference to the Current Report on Form 8-K as filed on September 10, 2007.
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(9
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Incorporated by reference to the Current Report on Form 8-K as filed on January 31, 2008.
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(10
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Incorporated by reference to the definitive information statement on Schedule 14C as filed on February 14, 2008.
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(11
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Incorporated by reference to the Current Report on Form 8-K as filed on March 18, 2008.
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(12
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Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 2007.
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(13
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Incorporated by reference to the Current Report on Form 8-K as filed on April 24, 2008.
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(14
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Incorporated by reference to the Quarterly Report on Form 10-Q/A (Amendment No. 1) for the period ended June 30, 2008.
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(15
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Incorporated by reference to the Quarterly Report on Form 10-Q for the period ended September 30, 2008.
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(16
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Incorporated by reference to the Quarterly Report on Form 10-Q/A (Amendment No. 1) for the period ended March 31, 2008.
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(17
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Incorporated by reference to the registration statement on Form S-1, SEC File No. 333-151783, as amended.
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(18
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Incorporated by reference to the Quarterly Report on Form 10-Q for the period ended March 31, 2009.
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* Previously filed or furnished with China Logistics Group, Inc. Form 10-Q filed on August 22, 2011.
** In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 to this Quarterly Report on Form 10-Q/A shall be deemed “furnished” and not “filed”.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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CHINA LOGISTICS GROUP, INC.
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Date: September 13, 2011
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By:
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/s/ Wei Chen
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Wei Chen
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Chairman, Chief Executive Officer and President
(principal executive officer)
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Date: September 13, 2011
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By:
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/s/ Yuan Huang
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Yuan Huang
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Chief Financial Officer (principal financial and accounting officer)
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