Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
VERY Low Float: At May 6, 2013, we had 58,429,090 shares of our common stock issued and outstanding which is our only class of voting securities.
ALL CHLO cash 2.4 million in American Banks... 99% of penny stocks do not have this kind of cash!!!
We maintain cash balances in the United States and China. At December 31, 2012 and December 31, 2011, our cash by geographic area was as follows:
December 31, 2012 December 31, 2011
United States $ - 0% $ 22,256 1.6%
China 2,414,507 100% 1,374,640 98.4%
$ 2,414,507 100% $ 1,396,896 100%
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 $2.4 million at December 31, 2012 has been converted based on the exchange rate as of December 31, 2012.
At December 31, 2012, we had cash on hand of $2.4 million as compared to $1.4 million at December 31, 2011.
From the 10k: "Consistent with the growth of import volumes along with steady appreciation of the Chinese currency against U.S. dollar, 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. Our sales from the imports business accounted for approximately 9.9% and 5% of our total revenues in fiscal 2012 and 2011, respectively."
The 10K is out!!!
http://app.quotemedia.com/quotetools/showFiling.go?webmasterId=89753&name=CHINA LOGISTICS GROUP INC: 10-K, Sub-Doc 1&link=http%3A//quotemedia.10kwizard.com/filing.xml%3Frid%3D23%26ipage%3D8930065%26DSEQ%3D1%26SQDESC%3DSECTION_BODY%26doc%3D1&cp=off&type=HTML
CHINA LOGISTICS GROUP INC: 10-K, Sub-Doc 1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
or
o TRANSITION REPORT UNDER 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)
Registrant's telephone number, including area code: 86-21-63355100
Securities registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None Not applicable
Securities registered under Section 12(g) of the Act:
Common Stock, par value $0.001 per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
o Yes x No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
o Yes x No
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.
o Yes x No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.4.05 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 o No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
x Yes o 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:
Large accelerated filer o Accelerated filer o
Non-accelerated filer o 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)?oYes xNo
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Approximately $415,082 on June 30, 2012.
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. 58,429,090 shares of common stock are issued and outstanding as of May 6, 2013.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None.
--------------------------------------------------------------------------------
CHINA LOGISTICS GROUP, INC.
FORM 10-K
TABLE OF CONTENTS
Page No.
Part I
Item 1. Business. 1
Item 1A. Risk Factors. 7
Item 1B. Unresolved Staff Comments. 12
Item 2. Properties. 13
Item 3. Legal Proceedings. 13
Item 4. Mine Safety Disclosures. 13
Part II
Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities. 14
Item 6. Selected Financial Data. 16
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. 16
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 20
Item 8. Financial Statements and Supplementary Data. 20
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 20
Item 9A. Controls and Procedures. 21
Item 9B. Other Information. 22
Part III
Item 10. Directors, Executive Officers and Corporate Governance. 22
Item 11. Executive Compensation. 24
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters. 25
Item 13. Certain Relationships and Related Transactions, and Director Independence. 26
Item 14. Principal Accounting Fees and Services. 27
Part IV
Item 15. Exhibits, Financial Statement Schedules. 28
i
--------------------------------------------------------------------------------
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:
• restatements of our financial statements as a result of errors in these statements;
• our ability to timely and accurately provide shipping agency services;
• our history of losses and declining margins;
• the conversion terms of the 12% convertible promissory note entered into in February 2013 which is subject to a variable conversion feature and the terms of the note which restricts our ability to undertake certain transactions,
• 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, including the need to write off a related party receivable,
• 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 People’s 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 disclosure controls and internal control over financial reporting,
• management’s significant holdings of our common stock,
• limited public market for our common stock, and
• the potential dilutive impact of the exercise of warrants, including warrants with cashless exercise provisions.
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.
OTHER PERTINENT INFORMATION
Unless specifically set forth to the contrary, when used in this report the terms “China Logistics Group", "we"", "our", the "Company" and similar terms refer to China Logistics Group, Inc., a Florida corporation, and our wholly-owned subsidiary Shandong Jiajia International Freight & Forwarding Co., Ltd., a Chinese company (“Shandong Jiajia”) and its subsidiaries. In addition, when used herein and unless specifically set forth to the contrary, "2012” refers to the year ended December 31, 2012, “2011” refers to the year ended December 31, 2011, and “2013” refers to the year ending December 31, 2013.
The information which appears on our website at www.chinalogisticsinc.com is not part of this report.
If other Longs on this board agree to follow suit, I will be buying CHLO at 2:45 today. Lets take this over .02. Despite the misinformation I have shared, it all has been well intended and from a reliable source. I was correct about the auditing issues and will be correct that the 10K will be out today or tomorrow, followed by a 5 day delay for the Q, and then we will be off to the races!!! CHLO is back to life, you can see this for your own eyes with 500k shares on the BID. We have not seen this for weeks.
Just bought another 80k ITMV. This will close over .03 today.
Something tells me that tomorrow is CHLO's day to get current....
I would guess middle to end. The Q should be out on time, by the 15th.
Unfortunately, the report will not be out until next week. I have been honest all the way through unfortunately I don't control the company. The Q will follow shortly after which will be great.
I have said it before but am now confident we will see the 10k by the end of this week. They have the #s from the auditors and are in the final phase of updating the reports. Please don't ask how I know or further questions. Take this as a buying opportunity. As soon as the CHLO 10k comes out a major campaign will follow. The last campaign brought the price to .16. The company would like to see this undervalued profitable company much higher too. Tis has been frustrating for all.
Have patience! CHLO will work out just fine!
XFMY....the deck is stacked. This company is run by a new set of seasoned directors managing over 200mil dollars.
XFMY is looking really good. Soon, the story will unfold and the Bid support will come in. Perfect opportunity t take a position here.
I spoke with Dore Perler who was very honest in saying that the 10k is still in the hands of the auditors. Everyone including e company is super frustrates. Hopefully they resolve the fine points soon. Here is a new auditing firm that was hired and you can imagine that making the changes requested with a Chinese company take longer than we would like. Have patience and buy the CHLO shares at a discount. I am very confident we will make a lot of money here.
There is an auditing hiccup that should be worked out some time next week.
Scared money will start selling with the CHLO delay....
Tonight or tomorrow. One auditing hang up. Should be worked out quickly...Hang on tight CHLO..
Dont shoot the messenger. I was told that then and this today.
CHLO 10K will be on time. I just received confirmation from CHLO IR that they are set to release the 10K on either Monday or Tuesday. The due date is Tuesday. This is great news!!!
Steady climb into the GREEN this morning. Filings keep pouring in. The shell is clean and ready to rock. XFMY is a perfect opportunity to get in on the ground floor!!
We have a stalemate!! BRGO will close at the HOD.
CHLO is going to blast off any day now but the NT 10k (late filing) permits 15 days...not 5 days as written in the document. I think that was a typo. Certainly by next Friday the 10K will be out and it will be HUGE. I doubt it will be out tomorrow though.
I totally agree that CHLO is setting up very nicely. The ASK is incredibly thin to .05. Thre is virtually no resistance. The table is set...smart money will come in while waiting for the 10 K.
CHLO will run hard this afternoon!!! We are awaiting very impressive earnings in the 10K. Shipping sector is very hot in China. UBSS is off the ASK. This means they are done buying. VERY thin to .03. CHLO 10K coming out after hours or Monday. Last day to buy them cheap.
CHLO is getting ready and will run hard this afternoon!!! UBSS is off the ASK. This means they are done buying. VERY thin to .03. CHLO 10K coming out after hours or Monday. Last day to buy them cheap. CHLO had a super year.
CHLO 10K either after hours or Monday. CHLO will run hard this afternoon!!! UBSS is off the ASK. This means they are done buying. VERY thin to .03. CHLO 10K coming out after hours or Monday. Last day to buy them cheap.
CHLO will run hard this afternoon!!! UBSS is off the ASK. This means they are done buying. VERY thin to .03. CHLO 10K coming out after hours or Monday. Last day to buy them cheap.
Next week this time XFMY will be above .02
CHLO...super thin to .03. Only 200k shares in the way. Start accululating. You will be rewarded!!!
I spoke with CHLO IR firm this morning. Everything is set for the 10K to come out no later than April 1st which would be this coming Monday. Certainly it could come out prior (this week). I expect that today and tomorrow will be the final days of accumulation and then BOOM!!!
I spoke with CHLO IR firm this morning. Everything is set for the 10K to come out no later than April 1st which would be this coming Monday. Certainly it could come out prior (this week). I expect that today and tomorrow will be the final days of accumulation and then BOOM!!!
We need UBSS off the ask with 277000 shares. Either an amateur or a clear act of manipulation to keep the price down.
Need some Ask slapping on CHLO...it is so thin. We just need to increase the buying pressure. I have been doing so for months...
CHLO is green!!!
Hoping to see major buying today setting up for the 10k next week....lets go CHLO
XFMY...looking real good. I expect a nice close and a lot of action tomorrow.
XFMY is up 81%...we should see .03-.04 this week. This is thin as sh_t!!!!
CHLO Bid jumping and the ASK is getting rattled. People want in before this takes off. I just got a message from CHLO IR that the Q will be out for sure next week. It wont be delayed. At that point Kaboom...
The 10Q will be out early next week. A large group will be coming into CHLO tomorrow and Friday. Same as last week. Ripe buying opportunity below .02.