China Logistics (CHLO) 10-Q/A 2012 Q1 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment #1)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED:        March 31, 2012
or
[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM: _____________ TO _____________
COMMISSION FILE NUMBER: 000-31497

CHINA LOGISTICS GROUP, INC.

(Exact name of registrant as specified in its charter)

Florida	65-1001686
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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

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.

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  [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 May 7, 2012.

EXPLANATORY NOTE

This Amendment No. 1 to the Quarterly Report on Form 10-Q of China Logistics Group, Inc. for the period ended March 31, 2012 is amending the Quarterly Report on Form 10-Q originally filed with the Securities and Exchange Commission on May 10, 2012 (the “Original Report”).  We are filing this Amendment No. 1 to reflect the restatement of our interim unaudited consolidated financial statements as of March 31, 2012 and for the periods ended March 31, 2012 and 2011 contained therein. We have previously restated our audited financial statements for the year ended December 31, 2011, as reflected in our Annual Report on Form 10-K/A for the year ended December 31, 2011 as filed with the Securities and Exchange Commission on June 17, 2013 and the effect of this restatement is also contained herein.  As disclosed in our Current Report on Form 8-K as filed on May 13, 2013 and as amended on Form 8-K/A as filed on May 21, 2013, at March 31, 2012 and 2011, we have determined that we incorrectly understated accounts receivable, net, and advances to suppliers, overstated accounts payable and accrued expenses and overstated beginning accumulated deficit.

Please see Note 11 - Restatement contained in the Notes to Unaudited Consolidated Financial Statements appearing later in this Form 10-Q/A which further describes the effect of this restatement.  In addition, we have amended the following sections of this report:

Part I.

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

This Amendment No. 1 to the Form 10-Q for the period ended March 31, 2012 also contains currently dated certifications as Exhibits 31.1, 31.2, 32.1 and 32.2.  This Amendment No. 1 on Form 10-Q/A does not reflect events occurring after the filing of the Original Report, and no attempt has been made herein to modify or update the other disclosures that may have been affected by subsequent events.  Accordingly, this Amendment No. 1 should be read in conjunction with our other filings with the SEC.

i

CHINA LOGISTICS GROUP, INC. AND SUBSIDIARIES

FORM 10-Q/A

TABLE OF CONTENTS

		Page No.
PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements.	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	19
Item 4.	Controls and Procedures.	19
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	19
Item 1A.	Risk Factors.	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	19
Item 3.	Defaults Upon Senior Securities.	20
Item 4.	Mine Safety Disclosures.	20
Item 5.	Other Information.	20
Item 6.	Exhibits.	20
	Signatures	22

ii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs. Forward-looking statements include, but are not limited to, statements about:

• our history of losses and declining margins,

• our history of providing advances to related parties and loans to unrelated parties which could adversely impact our liquidity,

• our dependence on third party equipment and services to operate our business,

• our dependence on third party cargo agents,

• credit risks,

• the slowdown of the Chinese economy or risks of inflation,

• the impact of changes in the political and economic policies and reforms of the Chinese government; fluctuations in the exchange rate between the U.S. dollar and the Renminbi,

• uncertainties associated with the Peoples Republic of China ("PRC")’s legal system,

• currency exchange restrictions and fluctuations in the value of the RMB,

• economic, legal restrictions and business conditions in China,

• adverse impact of recent Chinese accounting scandals,

• material weaknesses in our internal control over financial reporting,

• the closely-held nature of our securities,

• limited public market for our common stock, and

• the potential dilutive impact of the exercise of warrants, including warrants with cashless exercise provisions, or the conversion of preferred stock.

You should read thoroughly this report and the documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements including those made in Item A. Risk Factors.  Other sections of this report include additional factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

iii

OTHER PERTINENT INFORMATION

We maintain our web site at www.chinalogisticsinc.com. Information on this web site is not a part of this report.

INDEX OF CERTAIN DEFINED TERMS USED IN THIS REPORT

When used in this report the terms:

· "China Logistics," "we," "us," "our," the "Company," and similar terms refer to China Logistics Group, Inc., a Florida corporation, and its subsidiary,

· "Shandong Jiajia" refers to Shandong Jiajia International Freight & Forwarding Co., Ltd., a Chinese company and a majority owned subsidiary of China Logistics, and its branches in Shanghai, Qingdao, Tianjin, Xiamen, and Lianyungang,

· "China" or the "PRC" refers to the People's Republic of China, and

· "RMB" refers to the Renminbi, which is the currency of mainland PRC.

iv

PART 1 - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

CHINA LOGISTICS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
	March 31, 2012			December 31, 2011
	(As Restated)			(As Restated)
ASSETS	(unaudited)
Current assets:
Cash	$	2,321,902		$	1,396,896
Accounts receivable, net		1,961,938			3,407,307
Notes receivable		23,764			-
Other receivables		618,429			583,008
Advances to vendors and other current assets		686,359			24,356
Due from related parties		598,570			630,465
Total current assets		6,210,962			6,042,032
Property and equipment, net		35,145			37,674
Total assets	$	6,246,107		$	6,079,706
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable - trade	$	2,343,600		$	3,100,660
Accrued expenses and other current liabilities		928,645			630,353
Advances from customers		711,442			485,102
Due to related parties		1,032,975			1,350,743
Foreign tax payable		8,986			10,267
Total current liabilities		5,025,648			5,577,125
Shareholders’ equity:
China Logistics Group, Inc. shareholders' equity:
Preferred stock - $0.001 par value, 450,000 shares authorized Series B convertible issued and outstanding at March 31, 2012 and December 31, 2011		450			450
Common stock, $0.001 par value, 500,000,000 shares authorized; 41,508,203 shares issued and outstanding at March 31, 2012 and December 31, 2011		41,508			41,508
Additional paid-in capital		20,636,980			20,636,980
Accumulated deficit		(19,484,424	)		(19,763,182	)
Accumulated other comprehensive loss		(61,007	)		(141,899	)
Total China Logistics Group, Inc. shareholders' equity		1,133,507			773,857
Non-controlling interest		86,952			(271,276	)
Total shareholders’ equity		1,220,459			502,581
Total liabilities and shareholders’ equity	$	6,246,107		$	6,079,706

See accompanying notes to unaudited consolidated financial statements.

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CHINA LOGISTICS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
	Three Months Ended March 31,
	2012			2011
	(As Restated)			(As Restated)
Sales	$	5,367,060		$	4,609,433
Cost of sales		4,561,091			4,250,723
Gross profit		805,969			358,710
Operating expenses:
Selling, general and administrative		241,746			297,798
Gain on disposal of property and equipment		(1,089	)		-
Depreciation and amortization		1,612			8,586
Bad debt expense		-			284,446
Bad debt recovery		-			(533,534	)
Total operating expenses		242,269			57,296
Income from operations		563,700			301,414
Other income (expenses):
Other expense		(1,698	)		(8,346	)
Interest income (expense)		1,198			(1,796	)
Total other expenses		(500	)		(10,142	)
Income before income taxes		563,200			291,272
Foreign taxes		3,935			1,548
Net Income		559,265			289,724
Less: net income attributable to the non-controlling interest		280,508			181,230
Net income attributable to China Logistics Group, Inc.	$	278,757		$	108,494
Comprehensive Income:
Net income	$	559,265		$	289,724
Foreign currency translation adjustment		80,893			13,733
Comprehensive income	$	640,158		$	303,457
Earnings  per common share:
Basic	$	0.01		$	0.00
Diluted	$	0.01		$	0.00
Weighted average number of shares outstanding:
Basic		41,508,203			41,508,203
Diluted		46,008,203			46,008,203

See accompanying notes to unaudited consolidated financial statements.

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CHINA LOGISTICS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	For the Three Months Ended
	March 31,
	2012			2011
	(As Restated)			(As Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	559,265		$	289,724
Adjustments to reconcile net income to net cash from operating activities:
Depreciation expense		1,612			8,586
Allowance for doubtful accounts		-			(249,088	)
Gain from disposal of property plant		(1,089	)		-
Increase (decrease) in cash attributable to changes in operating assets and liabilities:
Accounts receivable		1,445,370			(441,386	)
Notes receivable		(23,764	)		-
Other receivables		(35,421	)		118,990
Repayment of advances to related parties		51,130			66,278
Advances to related parties		(19,236	)		(86,338	)
Accounts payable		(757,060	)		(186,030	)
Other accruals and current liabilities		298,294			376,833
Taxes payable		(1,281	)		(4,464	)
Advances to vendors and other current assets		(662,003	)		(92,335	)
Advances from customers		226,340			659,042
NET CASH PROVIDED BY OPERATING ACTIVITIES		1,082,157			459,812
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		-			(2,217	)
Proceeds from disposal of property and equipment		1,426			-
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		1,426			(2,217	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of advance from related parties		(318,325	)		(658,368	)
Advances from related parties		557			-
NET CASH USED IN FINANCING ACTIVITIES		(317,768	)		(658,368	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH		159,191			36,722
NET INCREASE (DECREASE) IN CASH		925,006			(164,051	)
CASH  - beginning of period		1,396,896			1,309,848
CASH  - end of period	$	2,321,902		$	1,145,797
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for foreign taxes	$	23,843		$	27,059

See accompanying notes to unaudited consolidated financial statements.

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CHINA LOGISTICS GROUP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2012

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

China Logistics Group, Inc. (“we”, “us”, “our” or the “Company”) is a Florida corporation and was incorporated on March 19, 1999 under the name of ValuSALES.com, Inc. We changed our name to Video Without Boundaries, Inc. on November 16, 2001. On August 31, 2006 we changed our name from Video Without Boundaries, Inc. to MediaReady, Inc. and on February 14, 2008, we changed our name from MediaReady, Inc. to China Logistics Group, Inc.

During 2002, we began to reposition our company within the home entertainment media-on-demand marketplace.  It was our intent to become a producer and distributor of interactive consumer electronics and provide streaming digital media and video on demand services. However, we were unable to successfully or profitably penetrate the market.

On December 31, 2007 we entered into an acquisition agreement with Shandong Jiajia International Freight and Forwarding Co., Ltd. (“Shandong Jiajia”) and its sole shareholders Messrs. Hui Liu and Wei Chen, through which we acquired a 51% interest in Shandong Jiajia. The transaction was accounted for as a capital transaction, implemented through a reverse recapitalization.  

Shandong Jiajia, formed in 1999 as a Chinese limited liability company, is an international freight forwarder and logistics management company. Shandong Jiajia acts as an agent for international freight and shipping companies. Shandong Jiajia sells cargo space and arranges land, maritime and international air transportation for clients seeking to import or export merchandise into or from China.  Shandong Jiajia has branches in Shanghai, Qingdao, Xiamen, Tianjin, and Lianyungang. Shandong Jiajia is a designated agent of cargo carriers including Nippon Yusen Kaisha, P&O Nedlloyd, CMA CGM Group, Safmarine Container Lines, Chilean carrier CSAV Group, and Regional Container Lines Ryder CRSA Logistics, and Horizon Lines, and Regional Container Lines (RCL).

NOTE 2 –BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements for the three month periods ended March 31, 2012 and 2011 have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  The consolidated financial statements for the interim periods presented are unaudited and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the periods presented.  Financial results for interim periods are not necessarily indicative of results that should be expected for the full year.  The accompanying consolidated financial statements include our accounts and our 51% owned subsidiary, Shandong Jiajia. All inter-company transactions and balances have been eliminated in consolidation.

Revenue Recognition

We provide freight forwarding services generally under contract with our customers.  Our business model involves placing our customers’ freight on prearranged contracted transport.  Our revenue recognition policy is in accordance with the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605, “Revenue Recognition.”  In general, we record revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. We provide transportation services, generally under contract, by third parties with whom we have contracted these services.

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CHINA LOGISTICS GROUP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2012

Typically, we recognize revenue in connection with our freight forwarding service when the payment terms are as follows:

• When merchandise departs the shipper’s location if the trade pricing terms are CIF (cost, insurance and freight),

• When merchandise departs the shipper’s location if the trade pricing terms are CFR (cost and freight), or

• When the merchandise arrives at the destination port if the trade pricing terms are FOB (free on board) destination.

We recognize direct shipping costs concurrently with the recognition of the related revenue for each shipment.  These costs are generally isolated by billings as we do not own the shipping containers or transportation vessels.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenses during the reported periods.

Significant estimates for the periods reported include the allowance for doubtful accounts, which is based on an evaluation of our outstanding accounts receivable including the age of amounts due, the financial condition of our specific customers, knowledge of our industry segment in Asia, and historical bad debt experience. This evaluation methodology has provided a reasonable estimate of bad debt expense in the past and we intend to continue to employ this approach in our analysis of collectability.  However, we are aware that given the varying recovery levels of our customers from the recent global economic situation meaningful time horizons may change.  We intend to enhance our focus on the evaluation of our customers' sustainability and adjust our estimates as may be indicated.

We also rely on certain assumptions when deriving the fair value of our derivative liability and calculations underlying our provision for taxes in China. Assumptions and estimates employed in these areas can be material to our reported financial condition and results of operations. Actual results could differ from these estimates.

Stock Based Compensation

We account for stock options and other equity based compensation issued to employees by measuring the grant-date fair value of stock options and other equity based compensation issued to employees and recognizing the costs in the financial statements over the period during which the employees are required to provide services.

Basic and Diluted Earnings Per Share

Pursuant to ASC 260-10-45, basic income (loss) per common share is computed by dividing income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted income (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the company, subject to anti-dilution limitations.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The carrying value of these instruments approximates fair value.

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CHINA LOGISTICS GROUP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2012

Concentration of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and accounts receivable. We deposit our cash with high credit quality financial institutions in the United States and China (the “PRC”). At March 31, 2012, we had deposits of $2,316,176 in banks in the PRC.  In the PRC, there is no federal deposit insurance as in the United States; as such these amounts held in banks in the PRC are not insured. We have not experienced any losses in such bank accounts through March 31, 2012.

Accounts Receivable

The Company provides an allowance for doubtful accounts for the estimated uncollectible portion of its accounts receivable. This estimate is based on the historical collection experience and a review of the current status of trade receivables. There is no set threshold amount or age for accounts receivable write-offs; any decision is made by management on an account-by-account basis. The allowance for doubtful accounts totaled $2,902,981 and $2,884,655 at March 31, 2012 and December 31, 2011, respectively.

Advances to Vendors and Other Current Assets

Advances to vendors and other prepaid expenses consist primarily of prepayments or deposits from us for contracted shipping arrangements that have not been utilized by our customers. These amounts are recognized as cost of revenues as shipments are completed and customers utilize the shipping arrangement. Advances to vendors and other current assets totaled $686,359 and $24,356 at March 31, 2012 and December 31, 2011, respectively.

Property and Equipment and Long-Lived Assets

Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful lives.  Leasehold improvements, if any, are amortized on a straight-line basis over the shorter of the lease period or the estimated useful life.  

We periodically evaluate the carrying value of long-lived assets to be held and used in the business, generally in conjunction with the annual business planning cycle, and when events and circumstances otherwise warrant. If the carrying value of a long-lived asset is considered impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair value for assets to be held and used. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risks involved. There was no impairment recognized during the three months ended March 31, 2012 and 2011.

Advances from Customers

Advances from customers consist of prepayments to us for contracted cargo that has not yet been shipped to the recipient and for other advance deposits. These amounts are recognized as revenue as revenue recognition criteria have been met. Advances from customers totaled $711,442 and $485,102, at March 31, 2012 and December 31, 2011, respectively.

Foreign Currency Translation

The accompanying consolidated financial statements are presented in United States dollars. The functional currency of Shandong Jiajia is the Renminbi (“RMB”), the official currency of the PRC.  Assets and liabilities are translated from the local currency into the reporting currency, U.S. dollars, at the exchange rate prevailing at the balance sheet date. Revenues and expenses are translated at average exchange rates for the period to approximate translation at the exchange rates prevailing at the dates those elements are recognized in the consolidated financial statements. Gains and losses resulting from the translation of local currency financial statements into U.S. dollars are reflected in other comprehensive income in the consolidated statement of stockholders’ equity and comprehensive income (loss).

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CHINA LOGISTICS GROUP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2012

RMB is not a fully convertible currency. All foreign exchange transactions involving RMB must take place through PRC authorized institutions.  Translation of amounts from RMB into United States dollars (“$”) has been made at the following exchange rates for the respective periods:

	March 31, 2012	March 31, 2011		December 31, 2011
Balance sheet	6.3122		6.5501		6.3523
Statement of operations	6.2976		6.5713		6.4544

Noncontrolling Interest

 Noncontrolling interests in our subsidiary are recorded as a component of our equity, separate from the parent’s equity.  Purchase or sale of equity interests that do not result in a change of control are accounted for as equity transactions.  Results of operations attributable to the noncontrolling interest are included in our consolidated results of operations and upon loss of control the interest sold, as well as the interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.

Income Taxes

 We follow the asset and liability method of accounting for taxes.  Deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. If it is more likely than not that some portion of a deferred tax asset will not be realized, a valuation allowance is recognized.

Reclassifications

Certain amounts in the comparative prior financial statements have been reclassified to conform to the current year’s presentation. Such reclassifications had no effect on previously reported net income or net assets.

Recent Accounting Pronouncements

 In September, 2011, the FASB issued Accounting Standards Update ("ASU") No. 2011-08, Intangibles – Goodwill and Other, which simplifies how an entity is required to test goodwill for impairment. This ASU would allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under the ASU, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The ASU includes a number of factors to consider in conducting the qualitative assessment.  The ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  Early adoption is permitted. We have adopted this standard which did not have a material impact on our consolidated financial statements.

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income.  Under the amendments, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The presentation option under current U.S. GAAP to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity has been eliminated. The amendments in this Update should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted because compliance with amendments is already permitted. We have adopted this standard which did not have material impact on our consolidated financial statements.

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CHINA LOGISTICS GROUP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2012

A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies.  Due to the tentative and preliminary nature of those proposed standards, the Company’s management has not determined whether implementation of such proposed standards would be material to its consolidated financial statements.

NOTE 3 – EARNINGS  PER SHARE

Under the provisions of ASC 260, “Earnings Per Share”, basic income  per common share is computed by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented.  Diluted income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in our income, subject to anti-dilution limitations.

The following table sets forth the computation of basic and diluted earnings per share for the three month ended March 31, 2012 and 2011:

	Three Months Ended March 31,
	2012		2011
Numerator:
Net Income applicable to common stockholders (A)	$	278,757	$	108,494
Denominators:
Denominator for basic earnings per share
Weighted average shares outstanding (B)		41,508,203		41,508,203
Denominator for diluted earnings per share
Series A and B convertible preferred stock		4,500,000		4,500,000
Denominator for diluted earnings per share adjusted weighted average shares outstanding (C)		46,008,203		46,008,203
Basic and Diluted Earnings Per Common Share:
Earnings per share- basic (A)/(B)	$	0.01	$	0.00
Earnings per share- diluted (A)/(C)	$	0.01	$	0.00

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment at March 31, 2012 and December 31, 2011 consisted of the following:

	Useful Lives	March 31, 2012			December 31, 2011
			(Unaudited)
Computer equipment	4 years	$	49,353		$	54,045
Furniture and equipment	4-5 years		108,904			112,089
			158,257			166,134
Less: accumulated depreciation			(123,112	)		(128,460	)
		$	35,145		$	37,674

For the three months ended March 31, 2012, and 2011, depreciation expense totaled $1,612 and $8,586, respectively.

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CHINA LOGISTICS GROUP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2012

NOTE 5 – OTHER RECEIVABLES

Other receivables are comprised of advances to other entities with which we have a strategic or other business relationship, a refundable deposit we made as required by a Chinese court in connection with a lawsuit we filed against our former customer for amounts owed to us, and deferred expenses.  The amounts advanced to our strategic partners are unsecured, repayable on demand, and bear no interest.  We also advance money to employees for business trips which are then subsequently expensed upon processing of an expense report.  The components of other receivables at March 31, 2012 and December 31, 2011 were as follows:

	March 31, 2012		December 31, 2011
		(Unaudited) (As Restated)		(As Restated)
Loans receivable	$	388,031	$	427,590
Legal deposit		31,685		31,488
Deferred expense		139,699		51,331
Other		59,014		72,599
	$	618,429	$	583,008

NOTE 6 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities are comprised of non-interest bearing advances from unrelated parties used for working capital purposes and payable on demand, accruals for professional fees and other operating expenses that have yet to be billed, and accrued salaries.  The components of accruals and other current liabilities at March 31, 2012 and December 31, 2011 were as follows:

	March 31, 2012		December 31, 2011
		(Unaudited) (As Restated)		(As Restated)
Loans payable	$	796,121	$	494,905
Accrued expenses		87,948		84,101
Accrued salaries		44,576		51,347
	$	928,645	$	630,353

NOTE 7 – STOCKHOLDERS’ EQUITY

Preferred Stock

We have 10,000,000 shares of preferred stock, par value $.001, authorized, 1,000,000 of which we designated as our Series A Convertible Preferred Stock in December 2007 in connection with our acquisition of a 51% interest in Shandong Jiajia. On March 28, 2008 shareholders holding the Series A Convertible Preferred Stock converted their 1,000,000 shares into 2,500,000 shares of common stock, and no shares of Series A Convertible Preferred Stock were outstanding at March 31, 2012 and December 31, 2011.

In December 2007 we designated 1,295,000 shares of our preferred stock as Series B Convertible Preferred stock in connection with our acquisition of a 51% interest in Shandong Jiajia. Each share of Series B Convertible Preferred Stock is convertible into 10 shares of our common stock.  On March 28, 2008 holders of the Series B Convertible Preferred Stock converted 845,000 shares into 8,450,000 shares of common stock and 450,000 shares of Series B Convertible Preferred Stock held by CD International Enterprises, Inc. (“China Direct”) remained outstanding at March 31, 2012 and December 31, 2011.

Common Stock

We did not issue any common stock during the three month period ended March 31, 2012.

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CHINA LOGISTICS GROUP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2012

Common Stock Purchase Warrants

A summary of our the common stock warrant activity during the three month periods ended March 31, 2012 as

follows:

	Number of Shares Underlying Warrants			Weighted Average Exercise Price	Weighted Average Contractual Term
Outstanding at December 31, 2011		31,558,500	$	0.20	1.00
Granted		-		-	-
Exercised		-		-	-
Outstanding at  March 31, 2012		31,558,500	$	0.20	1.00

The common stock purchase warrants outstanding at March 31, 2012 include 31,558,500 warrants issued in connection with the 2008 Unit Offering. These warrants are currently exercisable at $0.20 per share and expire on April 30, 2013.

NOTE 8 – RELATED PARTIES TRANSACTIONS

Due from Related Parties

On March 31, 2012 and December 31, 2011, due from related parties consisted of the following:

	March 31, 2012		December 31, 2011
	(Unaudited)
Due from Shangdong Huibo Import & Export Co., Ltd.	$	365,458	$	365,918
Due from Tianjin Sincere Logistics Co., Ltd.		148,570		199,240
Due from Tiang Gu Office		18,820		-
Due from Lianyunbu		65,722		65,307
Total	$	598,570	$	630,465

Due from related parties of $598,570 and $630,465 at March 31, 2012 and December 31, 2011, respectively, reflected advances due from Shangdong Huibo Import & Export Co., Ltd., a 24.3% shareholder in Shangdong Jiajia, Tianjin Sincere Logistics Co., Ltd., and Lianyunbu which is an entity affiliated with Hui Liu, a member of our Board of Directors and Chief Executive Officer of Shangdong Jiajia. The loans are unsecured, non-interest bearing and repayable on demand.

Due to Related Parties

On March 31, 2012 and December 31, 2011, due to related parties consisted of the following:

	March 31, 2012		December 31, 2011
	(Unaudited)
Due to Xiangfen Chen	$	88,225	$	87,667
Due to Bin Liu		-		296,872
Due to Tianjin Sincere Logistics Co., Ltd.		539,608		561,062
Due to CD International Enterprises, Inc.		405,142		405,142
Total	$	1,032,975	$	1,350,743

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CHINA LOGISTICS GROUP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2012

Xiangfen Chen is the general manager of Shandong Jiajia Xiamen branch. Bin Liu is the general manager of Shandong Jiajia Tianjin branch. Mr. Liu is a 90% owner of Tianjin Sincere Logistics Co., Ltd.  These loans are unsecured, non-interest bearing and repayable on demand. Shandong Jiajia used the proceeds for general working capital purposes. The amounts due to CD International Enterprises, Inc. (“China Direct”) relate to professional fees, primarily legal and accounting fees paid by China Direct on our behalf of $82,142 and promissory notes payable of $323,000 at March 31, 2012.  The proceeds from these notes were used for working capital purposes.  The notes accrue interest at 4% annually and are due at various dates in 2012.

There are no assurances that the terms of the transactions with these related parties are comparable to terms we could have obtained from unaffiliated third parties.

NOTE 9 – FOREIGN OPERATIONS

The tables below present information by operating region for the three months ended March 31, 2012 and 2011, respectively.

	For the Three Months Ended March 31,
	2012						2011
	Revenues			Assets			Revenues			Assets
United States		$	-		$	5,726		$	-		$	10,128
People’s Republic of China			5,367,060			6,242,381			4,609,433			6,856,389
Totals		$	5,367,060		$	6,248,107		$	4,609,433		$	6,866,517

NOTE 10 – CONTINGENCIES AND COMMITMENTS

Rent expenses from our office leases for the three months ended March 31, 2012 and 2011 were approximately $29,577 and $29,000, respectively.  We did not have any minimum, contingent, or sublease arrangements in these leases.

The table below presents our commitments for our various office leases in China of the three months ended March 31, 2012:

Period	Total
Period ended March 31, 2012	$	29,577
Total	$	29,577

NOTE 11 – RESTATEMENT

The Company’s unaudited consolidated financial statements have been restated as of March 31, 2012 and for the three months ended March 31, 2012 and 2011. On May 7, 2013, we determined that we incorrectly understated accounts receivable, net, advances to suppliers and overstated accounts payable and accrued expenses and overstated beginning accumulated deficit. These restatements were caused by errors that occurred in the consolidation process and related to adjustments made to convert PRC GAAP financial statements to U.S. GAAP. Accordingly, the Company’s unaudited consolidated balance sheet at March 31, 2012 and the statements of operations and comprehensive income (loss), and statements of cash flows for the periods ended March 31, 2012 and 2011 have been restated herein. The effect of correcting these errors in the Company’s unaudited consolidated financial statements is shown in the tables as follows:

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CHINA LOGISTICS GROUP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2012

2012

Condensed Unaudited Consolidated Balance Sheet:	March 31, 2012
	As Previously Reported			Adjustments to Restate				As Restated
Accounts receivable, net		1,948,175			13,763		(a)(b)		1,961,938
Notes receivables, net		-			23,764		(c)		23,764
Advances to vendors and other current assets		545,532			140,827		(a)(b)		686,359
Total current assets		6,032,608			178,354				6,210,962
Total Assets	$	6,067,753		$	178,354			$	6,246,107
Accounts payable – trade		2,703,328			(359,728	)	(a)(b)		2,343,600
Accrued expenses and other current liabilities		1,087,364			(158,719	)	(a)(b)		928,645
Total current liabilities		5,544,095			(518,447	)			5,025,648
Total Liabilities		5,544,095			(518,447	)			5,025,648
Stockholders’ Equity:
Accumulated deficit		(19,939,440	)		37,178		(a)
					417,838		(b)		(19,484,424	)
Accumulated other comprehensive loss		(84,646	)		(1,984	)	(a)
					4,117		(b)		(61,007	)
					21,506		(a)(b)(c)
Total China Logistics Group, Inc. shareholders' equity		654,852			478,655		(a)(b)		1,133,507
Non-controlling interest		(131,194	)		92,342		(a)		86,952
					105,143		(b)
					20,661		(a)(b)
Total shareholders' equity		523,658			696,801				1,220,459
Total Liabilities and Stockholders’ Equity	$	6,067,753		$	178,354			$	6,246,107

(a)	To adjust for the understatement of accounts receivable, net, advances to vendors and other current assets, and the overstatement of accounts payable and accrued expenses in 2011
(b)	To adjust for the overstatement of accounts payable and accrued expenses and understatement of allowance for doubtful accounts related to 2009, 2010 and 2011.
(c)	To properly reflect note receivable balance incorrectly included in accumulated other comprehensive loss.

Condensed Unaudited Consolidated Statement of Operations and Comprehensive Income	For the Three Months ended March 31, 2012
	As Previously Reported		Adjustments to Restate		As Restated
Comprehensive income:
Net income	$	559,265	$	-	$	559,265
Foreign currency translation gain		59,387		21,506		80,893
Comprehensive income	$	618,652	$	21,506	$	640,158
Earnings per common share:
Basic	$	0.01	$	-	$	0.01
Diluted	$	0.01	$	-	$	0.01

(a) To adjust comprehensive income for foreign currency translation gains related to the restatement of certain assets and liabilities.

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CHINA LOGISTICS GROUP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2012

Condensed Unaudited Consolidated Statement of Cash Flows:	For the Three Months ended March 31, 2012
	As Previously Reported			Adjustments to Restate			As Restated
Net income	$	559,265		$	-		$	559,265
Adjustments to reconcile net income to net cash provided by operating activities:
Bad debt		11,358			(11,358	)		-
Changes in operating assets and liabilities:
Accounts receivable		1,434,098			11,272			1,445,370
Notes receivable					(23,764	)		(23,764	)
Other receivables		(19,679	)		(15,742	)		(35,421	)
Advances to vendors and other current assets		(545,532	)		(116,471	)		(662,003	)
Accounts payable		(870,959	)		113,899			(757,060	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		1,124,321			(42,164	)		1,082,157
EFFECT OF EXCHANGE RATE ON CASH		117,027			42,164			159,191
NET INCREASE IN CASH		925,006			-			925,006

2011

Condensed Unaudited Consolidated Statement of Operations and Comprehensive Income	For the Three Months ended March 31, 2011
	As Previously Reported			Adjustments to Restate			As Restated
Sales	$	4,609,433		$	-		$	4,609,433
Cost of sales		4,190,551			60,172			4,250,723
Gross profit		418,882			(60,172	)		358,710
Operating expenses:
Selling, general and administrative		294,137			3,661			297,798
Bad debt		51,135			233,311			284,446
Bad debt recovery		-			(533,534	)		(533,534	)
Total operating expenses		353,858			(296,562	)		57,296
Income from operations		65,024			236,390			301,414
Income before income taxes		54,882			236,390			291,272
Net income		53,334			236,390			289,724
Less: net income attributable to non-controlling interest		88,661			92,569			181,230
Net income attributable to China Logistics Group, Inc.	$	(35,327	)	$	142,821		$	108,494
Comprehensive Income:
Net income	$	53,334		$	236,390		$	289,724
Foreign currency translation gain		12,390			1,343			13,733
Comprehensive Income	$	65,724		$	237,733		$	303,457
Earnings per common share:
Basic	$	0.00		$	-		$	0.00
Diluted	$	0.00		$	-		$	0.00

(a) To adjust comprehensive income for foreign currency translation gains related to the restatement of certain assets and liabilities.

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CHINA LOGISTICS GROUP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2012

Condensed Unaudited Consolidated Statement of Cash Flows:	For the Three Months ended March 31, 2011
	As Previously Reported			Adjustments to Restate			As Restated
Net income	$	53,334		$	236,390		$	289,724
Adjustments to reconcile net income to net cash provided by operating activities:
Bad debt		51,135			(300,223	)		(249,088	)
Changes in operating assets and liabilities:
Accounts receivable		(628,370	)		186,984			(441,386	)
Accounts payable		(225,547	)		39,517			(186,030	)
Other accruals and current liabilities		307,833			69,000			376,833
Advance to vendors and other current assets		43,378			(135,713	)		(92,335	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		363,857			95,955			459,812
EFFECT OF EXCHANGE RATE ON CASH		132,677			(95,955	)		36,722
NET DECREASE IN CASH		(164,051	)		-			(164,051	)

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with the information contained in our unaudited consolidated financial statements and footnotes, and in conjunction with the Management’s Discussion and Analysis in our Annual Report on Form 10-K/A for the year ended December 31, 2011.

OVERVIEW

We are a non-asset based international freight forwarder and logistics manager located in the PRC. We act as an agent for international freight and shipping companies. We sell cargo space and arrange international transportation via land, maritime, and air routes primarily for clients seeking to export goods from China. We are a non-asset based freight forwarder and we do not own any containers, trucks, aircraft or ships. We contract with companies owning these assets to provide transportation services required for shipping freight on behalf of our customers. Our headquarters are in Qingdao, China, and we have branches in Shanghai, Tianjin, Xiamen, and Lianyungang. We coordinate with agents in North America, Europe, South America, Australia, Asia, and Africa.

Our Performance

Our revenues for the first quarter of 2012 grew by 16.4% as compared to the same period in 2011.  Our gross profit margin increased to 15.0% in the first quarter of 2012 from 7.8% for the same period in 2011. Our operating expenses increased by 322.8% in the first quarter of 2012 from the comparable period in 2011. Our income from operations in the first quarter of 2012 increased by approximately $262,000 as compared to the same period in 2011. Our net income in the first quarter of 2012 was $0.6 million, as compared to net income of $0.3 million in the same period of 2011.

Our Outlook

The shipping industry experienced a difficult year in 2011, with many shipping companies reporting financial losses. In 2012, a succession of major shipping companies seek to regain profits by raising shipping charges which might further hinder the already weak growth in China's exports. In late January 2012, the world's biggest container shipper by capacity Maersk Line, which has been struggling with market overcapacity and high fuel costs, raised its rates by $775 per 20 foot equivalent unit, with effect from March 1, 2012, more than a doubling of the then current spot level. In late February 2012, Maersk Line removed 9% vessel capacity and made the second raise on its key Asia to Europe routes by a further $400 per 20 foot equivalent unit, effective from April 1, 2012. When both rate increases are put into effect, they added $1,175 to the price of shipping a container from all Asian ports and to all destinations in Europe (North Europe and Mediterranean). Following Maersk's announcements, nearly every large carrier involved in trade between Asia and Europe increased the cost of shipping a container by approximately $750 to $800 starting on March 1, 2012. The shipping industry's decisions have prompted concerns that the rate increases might be passed onto Chinese exporters and adversely impact exporter's profits. 

Consistent with the growth of import volumes along with steady appreciation of the Chinese currency against U.S. dollar  and despite that Chinese imports decreased by 15.3% in January 2012 due to week-long lunar new year celebrations in the month and compound factors in domestic and global economy slow down, we believe that the imports-related business in China will continue to emerge as a driving force in the Chinese freight forwarding industry in the coming decade. The industry is under pressure to make adjustments in operations and consolidate resources to cater to this gradual transformation in Chinese foreign trade. In the first quarter of 2012, our sales from the imports business accounted for approximately 5.0% of our total revenues, which is consistent with the same period in 2011. During 2012 we will continue our efforts to seek to secure the services of foreign agents to expand our operations internationally in an effort to increase our revenues from the import-related freight forwarding business.

While there has been improved quoting and booking activities and an increase in our total sales revenues in the first quarter of 2012, we face a number of challenges in growing our business.  We expect that the continuing increases in oil prices will further increase our shipping costs and likely impact our gross profit margin in 2012. In addition, the reaction to China’s restrictive monetary policies and potential slowing of the Chinese economy, combined with renewed global financial worries, could endanger the fragile worldwide economic recovery, causing the global economy to revert back into recession.  We also foresee continued competition in the marketplace that may negatively impact our gross profit margin. 

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RESULTS OF OPERATIONS

Sales Revenues

In the first quarter of 2012 the increase in our revenues and reflected increased shipping activities across all of China’s major shipping ports with respect to outbound container and cargo shipments. However, the increase in freight traffic volume was offset by decreases in shipping rates due primarily to excess freight cargo capacity and lower pricing by shippers as a result of the slowdown in exports from the PRC due to sluggish global economy during most of 2011. Since 2010, global freight carriers have placed a number of additional ships into service in anticipation of an increase in shipping demand that has so far not fully materialized.

Cost of Sales and Gross Profit Margins

Cost of sales, which represents the cost of the cargo space we obtain for our customers, increased by $0.3 million in the first quarter of 2012 as compared to the same period in 2011. Our gross margin was 15.0% in the first quarter of 2012 as compared with 7.8% for the same period of 2011. Our gross margin in the first quarter of 2012 was impacted by stronger demand for our services than originally anticipated.

Total Operating Expenses

Total operating expenses increased 322.8% in the first quarter of 2012 over the same period in 2011. The increase in the 2012 period was primarily due to a decrease in bad debt recovery of $0.5 million offset by a $0.2 million decrease in bad debt expense and a decrease in selling, general and administrative expenses of $56,000 based on reductions in office expense and stock-based compensation expense.

Total Other Income (Expenses)

Total other income, net, which consists of interest income and expense, non-operating income and expense items and other gains and losses not reflected within income from operations, resulted in a net other expense of $500 in the first quarter of 2012 as compared to $10,000 in the same period in 2011.

Foreign Taxes

Foreign taxes for the first quarter of 2012 amounted to $3,935, an increase of $2,387 as compared to the same period in  2011. Foreign taxes represent China-based income tax provisions on China-sourced taxable income.

Net Income

Net income in the first quarter of 2012 was $0.6 million, as compared with net income of $0.3 million for the same period in 2011. 

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of a company to generate adequate amounts of cash to meet its needs for cash requirements.  At March 31, 2012, we had cash on hand of $2.3 million as compared to $1.4 million at December 31, 2011. Our working capital was $1.2 million at March 31, 2012, as compared to working capital of $0.5 million at December 31, 2011.  We maintain cash balances in the United States and China. At March 31, 2012 and December 31, 2011, our cash by geographic area was as follows:

	March 31, 2012			December 31, 2011
United States	$	5,726	0.2%	$	22,256	1.6%
China		2,316,176	99.8%		1,374,640	98.4%
	$	2,321,902	100%	$	1,396,896	100%

Substantially all of our cash is held and will continue to be held in the form of RMB in bank accounts at financial institutions located in the PRC.  Cash held in banks in the PRC is not insured. The value of cash on deposit in the PRC of $2.3 million at March 31, 2012 has been converted based on the exchange rate as of March 31, 2012. 

- 16 -

We do not currently have any commitments for capital expenditures and no external sources of capital. We rely on cash generated in our business and loans to provide sufficient working capital for our operations. We currently have $0.8 million of loans payable due on demand to third parties and $0.3 million of notes due during 2012 to a related party. While there can be no assurances given the continued economic uncertainties, we believe that our cash on hand and other components of our working capital will be sufficient to fund our operations and satisfy our obligations for the next twelve months.  If, however, circumstances change regarding the overall export volumes currently being experienced at China’s shipping ports or if other economic factors beyond our control were to adversely impact our business, we may be required to raise additional capital. We do not have any commitments for any additional capital and have been relying on advances from related and unrelated parties to supplement our working capital needs.  If it were to become necessary for us to raise additional capital there are no assurances such funds will be available on terms that are acceptable to us, or at all.

Our days’ sales outstanding of gross accounts receivable as of March 31, 2012 was 76 days, as compared to 63 days as of December 31, 2011, with no bad debt expense for 2012.

 From time to time we lend working capitals to unrelated key customers and strategic partners who refer businesses to us. Generally, the loans are short term demand notes which are unsecured and non-interest bearing. We believe it is in our best interest to make these loans in order to build long-term relationships, encourage continued business, and benefit from additional referrals. The decision to make these loans is made by our senior management, subject to the availability of sufficient capital. We have not established a reserve for these loans as historically all such loans have been repaid on a timely basis. These amounts, which totaled $0.6 million and $0.6 million at March 31, 2012 and December 31, 2011, respectively, are reflected in other receivables. Other receivables also includes $32,000 for expected refunds of customs duties and miscellaneous receivables incurred in the ordinary course of business.

Accounts payable - trade decreased by $0.8 million primarily due to payments for previously accrued freight costs to shippers.

Accrued expenses and other current liabilities increased by $0.3 million due to an increases in advances from unrelated parties and higher  accruals in the normal course of business associated with the increase in sales volume. 

We engage in a number of transactions with related parties. Due from related parties consist of unsecured, non-interest bearing advances to Shangdong Huibo Import & Export Co., Ltd., a Chinese limited liability company, which is a minority owner of our company. These advances which decreased 5% at March 31, 2012 from December 31, 2011, are payable on demand. Due to related parties represents amounts advanced for working capital, and amounts due China Direct for legal and accounting fees paid by it on our behalf and promissory notes for amounts lent to us for working capital.  Due to related parties decreased 23.5% at March 31, 2012 from December 31, 2011, primarily as a result of repayments of $0.3 million.

Cash Flow Analysis

 Net cash provided by operating activities in the first quarter of 2012 amounted to $1.1 million compared to net cash of $0.5 million for the same period in 2011. The increase in net cash in the 2012 period was primarily due to net income of $0.6 million and $1.8 million increase in accounts receivable due to sales increase, offset by $0.8 million increase in accounts payable due to freight costs for the period, and an increase of $0.7 million in prepayments to vendors.

 Net cash provided by investing activities for the first quarter of 2012 amounted to $1,426, primarily due to due to proceeds from disposal of property and equipment, with no comparable amounts for the same period in 2011.

Net cash used in financing activities in the first quarter of 2012 amounted to $0.3 million, as compared to of $0.6 million in the comparable 2011 period, primarily due to payments of advances to related parties.

- 17 -

OFF BALANCE SHEET ARRANGEMENTS

Under SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. An off-balance sheet arrangement means a transaction, agreement or contractual arrangement to which any entity that is not consolidated with us is a party, under which we have:

• Any obligation under certain guarantee contracts,

• Any retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets,

• Any obligation under a contract that would be accounted for as a derivative instrument, except that it is both indexed to our stock and classified in stockholder’s equity in our statement of financial position, and

• Any obligation arising out of a material variable interest held by us in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or engages in leasing, hedging or research and development services with us.

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with "U.S. GAAP”.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods.  The more critical accounting estimates include estimates related to the allowance for doubtful accounts and the valuation of warrants that are deemed to be not indexed to our common stock.  We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in note 2 to our financial statements. 

Revenue Recognition 

In general, we record revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured.  

Allowance for Doubtful Accounts

The allowance for doubtful accounts is based on an evaluation of our outstanding accounts receivable including the age of amounts due, the financial condition of our specific customers and knowledge of our industry segment in Asia. This evaluation methodology has provided a reasonable estimate of bad debt expense in the past and we intend to continue to employ this approach in our analysis of collectability.  However, recent experience given the current global economic situation, including that of China, meaningful time horizons may change.  We have enhanced our focus on the evaluation of our customers’ sustainability and adjusted our estimates as indicted in the current year.

We relied on assumptions such as volatility, forfeiture rate, and expected dividend yield when deriving the fair value of the common stock purchase warrants issued in 2008 that, prior to the amendment entered into in May 2010 that modified the terms of the warrants, were deemed to be not indexed to our common stock and therefore required to be marked to market into earnings each period.  Assumptions and estimates employed in these areas are material to our reported results of operations.  

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In general, we record revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured.  We provide transportation services, generally under contract, by third parties with whom we have contracted these services.  We typically recognize revenue in connection with our freight forwarding service when the payment terms are as follows:

• when the cargo departs the shipper's destination if the trade pricing term is on a CIF (cost, insurance and freight) or CFR (cost and freight) basis;

• when merchandise arrives at the destination port if the trade pricing term is on a FOB (free on board) basis.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable for a smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (CEO), and our Chief Financial Officer (CFO), to allow timely decisions regarding required disclosure. Management, with the participation of our CEO and CFO, performed an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2012.

Based on this evaluation we initially concluded that as of March 31, 2012 our disclosure controls and procedures were not effective such that the information relating to our company, including our consolidated subsidiaries, required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure as a result of continuing material weaknesses in our internal control over financial reporting previously identified in our Annual Report on Form 10-K/A for the year ended December 31, 2011.  Subsequent to this initial evaluation, and as described elsewhere herein, we were required to restate our financial statements for the three months ended March 31, 2012 to correct errors in those financial statements.  We do not expect that we will have effective disclosure controls and procedures until such time as we remediate the material weaknesses in our internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting identified in connection with our evaluation that occurred during our first quarter ended March 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

There has been no change in our Legal Proceedings from those previously discussed in Item 3, “Legal Proceedings”, in our Annual Report on Form 10-K/A for the period ended December 31, 2011.

 ITEM 1A.  RISK FACTORS.

There have been no material developments related to the disclosure in “Part I - Item 3. Legal Proceedings” of our Annual Report on Form 10-K/A for the year ended December 31, 2011.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.  

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ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.  MINE SAFETY DISCLOSURES.

Not applicable to our company.

ITEM 5.  OTHER INFORMATION.

None.

ITEM 6.  EXHIBITS.

Exhibit No.		Description
	3.1	Articles of Incorporation (Incorporated by reference to registration statement on from 10-SB, SEC File No. 0-31497, as filed with the SEC on September 11, 2000, as amended).
	3.2	Articles of Amendment to the Articles of Incorporation (Incorporated by reference to registration statement on from 10-SB, SEC File No. 0-31497, as filed with the SEC on September 11, 2000, as amended).
	3.3	Articles of Amendment to the Articles of Incorporation (Incorporated by reference to Current Report on Form 8-K as filed with the SEC on September 27, 2006).
	3.4	Articles of Amendment to the Articles of Incorporation (Incorporated by reference to Current Report on Form 8-K as filed with the SEC on January 7, 2008).
	3.5	Articles of Amendment to the Articles of Incorporation (Incorporated by reference to the definitive Information Statement on Schedule 14C as filed with the SEC on February 14, 2008).
	3.6	Bylaws (Incorporated by reference to registration statement on from 10-SB, SEC File No. 0-31497, as filed with the SEC on September 11, 2000, as amended).
	4.1	Form of common stock purchase warrant issued in the 2008 unit offering (Incorporated by reference to Current Report on Form 8-K as filed with the SEC on April 24, 2008).
	10.1	Acquisition Agreement dated as of December 31, 2007 between MediaREADY, Inc., Shandong Jiajia International Freight & Forwarding (Logistics Co.) Ltd. and Messrs. Hui Lui and Wei Chen (Incorporated by to reference to Current Report on Form 8-K as filed with the SEC on January 7, 2008).
	10.2	Amendment to Acquisition Agreement as of January 28, 2008 between MediaREADY, Inc., Shandong Jiajia International Freight & Forwarding (Logistics Co.) Ltd. and Messrs. Hui Lui and Wei Chen (Incorporated by to reference to Current Report on Form 8-K as filed with the SEC on January 31, 2008).
	10.3	Amendment to Acquisition Agreement as of March 13, 2008 between MediaREADY, Inc., Shandong Jiajia International Freight & Forwarding (Logistics Co.) Ltd. and Messrs. Hui Lui and Wei Chen (Incorporated by to reference to Current Report on Form 8-K as filed with the SEC on March 18, 2008).
	10.4	Form of subscription agreement for 2008 unit offering (Incorporated by to reference to Current Report on Form 8-K as filed with the SEC on April 14, 2008).
	10.5	Lease Agreement dated June 1, 2011 between Wei Chen and Shandong Jiajia International Freight & Forwarding ,Ltd.(Incorporated by reference to the Annual Report on Form 10-K for the period ended December 31, 2011)
	10.6	Office Lease Contract dated January 26, 2011 between Sinochem International Information Company, Qingdao Branch (On behalf of China Foreign Economic and Trade Trust Limited Company) and Shandong Jiajia International Freight & Forwarding ,Ltd.(Incorporated by reference to the Annual Report on Form 10-K for the period ended December 31, 2011)
	10.7	Rental Agreement dated March 25, 2011 between Yonggan Fan and Shandong Jiajia International Freight & Forwarding ,Ltd. (Incorporated by reference to the Annual Report on Form 10-K for the period ended December 31, 2011)

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	10.8	Lease Agreement dated December 31, 2011 between Xiangfen Chen and Shandong Jiajia International Freight & Forwarding, Ltd. (Incorporated by reference to the Annual Report on Form 10-K for the period ended December 31, 2011)
	10.9	Promissory Notes due China Direct Investments, Inc. including note extension (Incorporated by reference to the Annual Report on Form 10-K for the period ended December 31, 2011)
	10.10	Employment Agreement dated October 12, 2011 between China Logistics Group, Inc. and Yuan Huang (Incorporated by reference to the Annual Report on Form 10-K for the period ended December 31, 2011)
	14.1	Code of Business Conduct and Ethics (Incorporated by reference to the Annual Report on Form 10-K for the fiscal year ended December 31, 2007).
	21.1	Subsidiaries of the Registrant (Incorporated by reference to the Annual Report on Form 10-K for the fiscal year ended December 31, 2007).
	31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer *
	31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer *
	32.1	Section 1350 Certification of Chief Executive Officer*
	32.2	Section 1350 Certification of Chief Financial Officer*
101.INS		XBRL INSTANCE DOCUMENT **
101.SCH		XBRL TAXONOMY EXTENSION SCHEMA **
101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE **
101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE **
101.LAB		XBRL TAXONOMY EXTENSION LABEL LINKBASE **
101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE **

*           filed herewith.

**         In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this Quarterly Report on Form 10-Q/A shall be deemed “furnished” and not “filed”.

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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.

Date: June xx, 2013	CHINA LOGISTICS GROUP, INC.
	By:	/s/ Wei Chen
		Wei Chen
		Chairman, Chief Executive Officer and President (principal executive officer)
	By:	/s/ Yuan Huang
		Yuan Huang
		Chief Financial Officer (principal financial and accounting officer)

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