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o
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
For
the fiscal year ended
December 31, 2007
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OR
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
For
the transition period from ____________ to
___________
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NEVADA
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20-5659065
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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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Title
of each class
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Name
of each exchange on which registered
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None
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None
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Title
of each class
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Common
Stock, $.001 par value
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Large
accelerated filer
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o
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Accelerated
filer o
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Non-accelerated
filer
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o
(Do not check if
a smaller reporting company)
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Smaller
reporting company x
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PAGE
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PART
I
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ITEM
1.
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BUSINESS
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1
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ITEM
1A.
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RISK
FACTORS
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5
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ITEM
1B.
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UNRESOLVED
STAFF COMMENTS.
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10
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ITEM
2.
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PROPERTIES
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10
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ITEM
3.
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LEGAL
PROCEEDINGS.
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11
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ITEM
4.
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SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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11
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PART
II
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ITEM
5.
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MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES.
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11
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ITEM
6.
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SELECTED
FINANCIAL DATA.
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13
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ITEM
7.
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MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
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13
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ITEM
7A.
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QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
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17
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ITEM
8.
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FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.
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17
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ITEM
9.
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CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
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17
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ITEM
9A.
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CONTROLS
AND PROCEDURES.
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17
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ITEM
9B.
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OTHER
INFORMATION.
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17
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PART
III
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ITEM
10.
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DIRECTORS,
EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
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18
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ITEM
11.
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EXECUTIVE
COMPENSATION.
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20
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ITEM
12.
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
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22
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ITEM
13.
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CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
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23
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ITEM
14.
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PRINCIPAL
ACCOUNTANT FEES AND SERVICES.
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23
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PART
IV
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ITEM
15.
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EXHIBITS,
FINANCIAL STATEMENT SCHEDULES.
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24
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| · |
Event
and status monitoring
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| · |
Filtering
the results to view only shipments deviating from trip plans
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Forwarder
and carrier rating and performance reporting
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Appointment
scheduling
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Contract
fulfillment, route, and rate management
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Freight
auditing
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Equipment
demurrage, detention, and per diem management
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Incoming
Transaction Sets
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Outgoing
Transaction Sets
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Inventory
Inquiry/Advice
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Trans
Carrier Shipment Status Message
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Purchase
Order
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Inventory
Inquiry/Advice
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Ship
Notice/Manifest
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Warehouse
Activity Report
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Text
Message
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Advance
Ship Notice
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Item
Maintenance
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Order
Status Report
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Warehouse
Shipping Order
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Inventory
Status Report
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Warehouse
Stock Transfer Shipment Advice
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Warehouse
Stock Transfer Receipt Advice
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Administrative
Message
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Warehouse
Shipping Advice
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Functional
Acknowledgement
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Warehouse
Inventory Adjustment Advice
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Acceptance/Rejection
Advice
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Functional
Acknowledgement
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Acceptance/Rejection
Advice
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·
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We
will be able to capitalize on economic reforms;
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·
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The
Chinese government will continue its pursuit of economic reform
policies;
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·
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The
economic policies, even if pursued, will be successful;
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·
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Economic
policies will not be significantly altered from time to time;
and
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·
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Business
operations in China will not become subject to the risk of
nationalization.
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low
bid*
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high
bid*
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||||||
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2007
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|||||||
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Quarter
ended March (1)
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$
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0.5
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$
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0.75
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Quarter
ended June
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$
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0.75
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$
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0.75
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Quarter
ended September
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$
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0.75
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$
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0.75
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Quarter
ended December
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$
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0.75
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$
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0.75
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2007
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2006
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2005
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Net
Sales
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$
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85,916,514
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$
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56,604,535
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$
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40,704,142
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Cost
of Revenues
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$
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64,186,115
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$
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41,268,167
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$
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30,018,749
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Operating
Income
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$
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20,161,313
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$
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14,152,801
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$
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9,706,727
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Net
income
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$
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13,537,223
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$
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9,556,333
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$
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6,570,624
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Foreign
Exchange Rate
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0.1371
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0.1256
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0.1222
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|||||||
| · |
Results
of Operations include an overview of our 2007 results compared
to 2006.
This section also includes a discussion of key actions and events
that
impacted our results, as well as a discussion of our outlook
for
2008.
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| · |
The
overview is followed by a financial summary and analysis for
each of our
reportable business segments.
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| · |
Our
financial condition is reviewed through an analysis of key elements
of our
liquidity, capital resources, and contractual cash obligations,
including
a discussion of our cash flow statements and our financial
commitments.
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| · |
The
overall customer demand for our various services;
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The
volumes of transportation and business services provided through
our
networks, primarily measured by our average daily volume and
shipment
weight;
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The
mix of services purchased by our customers;
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2007
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2006
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%
Change
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Revenues
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$
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85,916,514
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$
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56,604,535
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51.8
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%
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Cost
of Revenues
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$
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64,186,115
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$
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41,268,167
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55.5
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%
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General
and Administrative Expenses
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$
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1,569,086
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$
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1,183,567
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32.6
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%
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Operating
Income
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$
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20,161,313
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$
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14,152,801
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42.5
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%
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Operating
Margin
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23.47
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%
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25
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%
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-1.5
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%
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Net
Income
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$
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13,537,223
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$
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9,556,333
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41.7
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%
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Revenues
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2007
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2006
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%
change
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||||||
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Books
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$
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51,948,062
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$
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31,145,205
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66.8
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%
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Agricultural
Products
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$
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19,619,449
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$
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14,601,965
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34.4
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%
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Traditional
Medicine
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$
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13,992,828
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$
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10,105,216
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38.5
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%
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Other
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$
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356,175
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$
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752,149
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-52.65
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%
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||||
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Yearly
Shipping Weight (tons)
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||||||||||
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2007
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2006
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Percentage
Change
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||||
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Books
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504,714
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317,916
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58.8
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%
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||||||
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Agricultural
Products
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218,026
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170,482
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27.9
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%
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||||||
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Traditional
Medicine
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99,130
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75,213
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31.8
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%
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||||||
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Other
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119,202
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147,148
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-19.0
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%
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||||||
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2006
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2005
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%
Change
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||||||
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Revenues
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$
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56,604,535
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$
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40,704,142
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39.06
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%
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Cost
of Revenues
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$
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41,268,167
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$
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30,018,749
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37.47
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%
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||||
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General
and Administrative Expenses
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$
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1,183,567
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$
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978,666
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20.93
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%
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||||
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Operating
Income
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$
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14,152,801
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$
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9,706,727
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45.80
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%
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||||
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Operating
Margin
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25
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%
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$
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23.8
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%
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1.2
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%
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|||
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Net
Income
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$
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9,556,333
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$
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6,570,624
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45.44
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%
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||||
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2007
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2006
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2005
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||||||
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Net
Cash Provided by Operating Activities
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$
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15,626,486
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$
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10,777,885
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$
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6,651,991
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Net
Cash Provided by(Used in) Investing Activities
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$
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246,590
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$
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(630,464
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)
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$
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(385,354
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)
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Net
Cash(Used in) financing Activities
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$
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(8,448,859
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)
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$
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(8,053,477
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)
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$
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(5,286,683
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)
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Effect
of Exchange rate changes on Cash and Cash
Equivalent
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$
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1,261,869
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$
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139,895
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$
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(58,817
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)
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|||
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Cash
and Cash equivalents
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$
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13,755,350
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$
|
5,069,264
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$
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(2,835,425
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)
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|||
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December
31,
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Amount
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|||
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2008
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$
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981,793
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||
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2009
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792,380
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|||
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2010
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716,957
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|||
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2011
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715,318
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|||
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Total
lease payments
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$
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3,206,448
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Name
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Age
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Position
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Yu
Zhang
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46
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Chief
Executive Officer
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Jianlun
Jing
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47
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Chief
Financial Officer
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Xiangrong
Xie
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26
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Secretary
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Jingxue
Sun
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43
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Chairman/
Board of Directors
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Xinhua
Li
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43
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Director
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SUMMARY
COMPENSATION TABLE
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Name
and principal position
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Year
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Salary
($)
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Bonus
($)
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Stock
Awards ($)
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Option
Awards ($)
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Non-Equity
Incentive Plan Compensation ($)
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Nonqualified
Deferred Compensation Earnings
($)
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All
Other Compensation ($)
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Total
($)
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|||
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Yu
Zhang, CEO (1)
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2007
2006
2005
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3,634
3,767
0
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0
0
0
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0
0
0
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0
0
0
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0
0
0
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0
0
0
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0
0
0
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3,634
3,767
0
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|||||||||||||||||||
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Jianlun
Jing, CFO (2)
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2007
2006
2005
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3,726
3,767
0
|
0
0
0
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0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
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0
0
0
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3,726
3,767
0
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|||||||||||||||||||
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Jingxue
Sun (3)
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2007
2006
2005
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8,532
8,137
0
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0
0
0
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0
0
0
|
0
0
0
|
0
0
0
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0
0
0
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249,522
384.600
0
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258,054
392,737
0
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|||||||||||||||||||
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Jing
Jiang, Former Chief Executive Officer, Chief Financial Officer
and
Secretary (4)
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2007
2006
2005
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
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|||||||||||||||||||
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Haim
Perlstein, Former President and CEO (5)
|
2007
|
0
|
0
|
0
|
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||||||
|
2006
|
0
|
0 |
2,200
(5
|
)
|
0 |
0
|
0
|
0
|
2,200
(5
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)
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||||||||||||||||||
| 2005 | 0 | 0 | 0 |
0
|
0
|
0 | 0 | 0 | ||||||||||||||||||||
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Chaim
Limor, Former Secretary (6)
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2007
2006
2005
|
0
0
0
|
0
0
0
|
0
800
(6
0
|
) |
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
800
(6
0
|
) |
|
Name
and Address of Beneficial Owner (1)
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Amount
and Nature
of
Beneficial
Ownership
|
|
|
Percentage
of
Common
Stock (2)
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|||
|
Yu
Zhang (3)
|
0
|
0
|
|||||
|
Jianlun
Jing (4)
|
0
|
0
|
|||||
|
Xiangrong
Xie (5)
|
0
|
0
|
|||||
|
Jingxue
Sun (6)
#13
Baihuashenchu, Xin Street, Xicheng District
Beijing,
P.R. China 100022
|
21,406,186
|
22.91
|
%
|
||||
|
Xinhua
Li (7)
#201,
Building 45, Zhongguanyuan, Beijing University,
Haidian
District
Beijing,
P.R. China 100081
|
668,943
|
0.7
|
%
|
||||
|
Ying
Zhang (8)
#13
Baihuashenchu, Xin Street, Xicheng District
Beijing,
P.R. China 100022
|
14,270,791
|
15.27
|
%
|
||||
|
Hong-Cai
Sun (9)
#13
Baihuashenchu, Xin Street, Xicheng District
Beijing,
P.R. China 100022
|
8,027,320
|
8.59
|
%
|
||||
|
Yi-Xiang
Yu (10)
#13
Baihuashenchu, Xin Street, Xicheng District
Beijing,
P.R. China 100022
|
5,351,546
|
5.73
|
%
|
||||
|
Shenzhen
Huayin Guaranty & Investment Company Limited
1706-09
Fuhua 1st
Road
Center
Commercial Tower, Futian Area
Shenzhen
518048
|
5,619,124
|
6.01
|
%
|
||||
|
All
Directors and executive officers as a group (5 persons)
|
22,075,129
|
24.75
|
%
|
|
(1)
|
Unless
otherwise indicated in the footnotes to the table, each shareholder
shown
on the table has sole voting and investment power with respect to
the
shares beneficially owned by him or it. Unless otherwise indicated
in the
footnotes to the table, the address for each shareholder is c/o the
Company at: No.
A156, Xi Guo Yuan, Yong Shun Village, Tongzhou District, Beijing,
P.R.
China.
Percentages of less than one percent have been omitted from the table.
|
|
|
(2)
|
Calculated
on the basis of 93,442,442 shares of common stock issued and outstanding
as of March 27, 2008 except that shares of common stock underlying
options
and warrants exercisable within 60 days of the date hereof are deemed
to
be outstanding for purposes of calculating the beneficial ownership
of
securities of the holder of such options or warrants.
|
|
|
(3)
|
Yu
Zhang is the Chief Executive Officer of the Company.
|
|
|
(4)
|
Jianlun
Jing is the Chief Financial Officer of the Company.
|
|
|
(5)
|
Xiangrong
Xie is the Secretary of the Company.
|
|
|
(6)
|
Jingxue
Sun is the Chairman of the Board of Directors of the Company. Mr.
Sun
disclaims beneficial ownership of any shares of Common Stock of the
Company held by members of his family.
|
|
|
(7)
|
Xinhua
Li is a Director of the Company.
|
|
|
(8)
|
Ying
Zhang is the wife of Jingxue Sun (Chairman of the Board of Directors
of
the Company).
|
|
|
(9)
|
Hong-Cai
Sun is the father of Jingxue Sun (Chairman of the Board of Directors
of
the Company).
|
|
|
(10)
|
Yi-Xiang
Yu is the mother of Jingxue Sun (Chairman of the Board of Directors
of the
Company).
|
|
2006
|
2007
|
||||||
|
Jingxue
Sun (Chairman of the Board of Directors)
|
$
|
384,600
|
$
|
249,522
|
|||
|
Zhang
Ying (wife of Jingxue Sun)
|
$
|
4,512,640
|
$
|
3,328,788
|
|||
|
Hong
Cai Sun (father of Jingxue Sun)
|
$
|
1,192,260
|
$
|
851,391
|
|
Exhibit
No.
|
Document
Description
|
|
|
3.1
|
Our
Articles of Incorporation, incorporated by reference herein from
Exhibit
3.1 to our Registration Statement on Form SB-2 (Registration No.
333-139564) filed with the Securities and Exchange Commission on
December
21, 2006.
|
|
|
3.2
|
Our
Bylaws, incorporated by reference herein from Exhibit 3.2 to our
Registration Statement on Form SB-2 (Registration No. 333-139564)
filed
with the Securities and Exchange Commission on December 21,
2006.
|
|
|
3.3
|
Certificate
of Amendment to Articles of Incorporation filed as an Exhibit to
Form 8-K
filed with the Securities
and Exchange Commission on
January 16, 2008.
|
|
|
4.1
|
Specimen
of our common stock certificate, incorporated by reference herein
from
Exhibit 4.1 to our Registration Statement on Form SB-2 (Registration
No.
333-139564) filed with the Securities and Exchange Commission on
December
21, 2006.
|
|
|
10.1
|
Form
of our Regulation S Subscription Agreement, incorporated by reference
herein from Exhibit 10.2 to our Registration Statement on Form SB-2
(Registration No. 333-139564) filed with the Securities and Exchange
Commission on December 21, 2006.
|
|
10.2
|
Stock
Purchase Agreement, dated as of August 22, 2007, by and among Best
Care,
Inc., Cosell Investments, Ltd., Haim
Perlstein, and Chaim Limor
filed as an Exhibit to Form 8-K filed with the Securities
and Exchange Commission on
August 27, 2007.
|
|||
|
10.3
|
Agreement
and Plan of Merger, dated as of October 19, 2007, among the Registrant,
BCI Merger Sub, Inc. (“SUB”),
China Baolong Logistic Limited(“CBL”),
Jing-Xue Sun, Ying Zhang, Hong-Cai Sun, Yi-Xiang Yu, Jing-Shu Sun,
Ruo-Gu
Zhong, Yan Zhang, Xin-Hua Li, Zhong-Zhi Yu, Guo-Cai Wang, Shenzhen
Huayin
Guaranty & Investment Company Limited, Billion Hero Investments
Limited, ARJUNO Investments Limited, Innovation Gainings Investments
Limited, Even Bright Investment Limited, Volento Investments Limited,
Nation City Investments Limited, and Quick Agent Investments Limited
filed
as an Exhibit to Form 8-K filed with the Securities
and Exchange Commission on
October 23, 2007.
|
|||
|
31.1
|
Certification
of the Chief Executive Officer Pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934, as adopted pursuant to Section 302
of the
Sarbanes-Oxley Act of 2002.
|
|||
|
31.2
|
Certification
of the Chief Financial Officer Pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934, as adopted pursuant to Section 302
of the
Sarbanes-Oxley Act of 2002.
|
|||
|
32.1
|
Certification
of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350,
as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|||
|
32.2
|
Certification
of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350,
as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
Report
of Registered Independent Auditors - 2007
|
F-2
|
|
Report
of Independent Registered Public Accounting Firm - 2006 and
2005
|
F-3
|
|
Financial
Statements-
|
|
|
Balance
Sheets as of December 31, 2007, and 2006
|
F-4
|
|
Statements
of Operations and Comprehensive Income for the Years Ended
December 31,
2007, 2006, and 2005
|
F-5
|
|
|
|
|
Statements
of Stockholders’ Equity for the Years Ended December 31, 2007, 2006, and
2005
|
F-6
|
|
Statements
of Cash Flows for the Years Ended December
31, 2007,
2006, and 2005
|
F-7
|
|
Notes
to Financial Statements December 31, 2007, 2006, and 2005
|
F-9
|
|
BEIJING
LOGISTIC, INC.
|
|||||||
|
(FORMERLY
BEST CARE, INC.)
|
|||||||
|
BALANCE
SHEETS
|
|||||||
|
AS
OF DECEMBER 31, 2007, AND 2006
|
|||||||
|
ASSETS
|
|||||||
|
2007
|
2006
|
||||||
|
Current
Assets:
|
|||||||
|
Cash
and cash equivalents
|
$
|
13,755,350
|
$
|
5,069,264
|
|||
|
Accounts
receivable - Trade
|
853,341
|
1,321,290
|
|||||
|
Less
- Allowance for doubtful accounts
|
-
|
-
|
|||||
|
Prepaid
expenses
|
418,630
|
735,903
|
|||||
|
Total
current assets
|
15,027,321
|
7,126,457
|
|||||
|
Property
and Equipment:
|
|||||||
|
Office
and computer equipment
|
299,382
|
110,764
|
|||||
|
Machinery
and equipment
|
132,617
|
123,735
|
|||||
|
Vehicles
|
1,675,834
|
2,119,924
|
|||||
|
2,107,833
|
2,354,423
|
||||||
|
Less
- Accumulated depreciation
|
(753,548
|
)
|
(616,593
|
)
|
|||
|
Net
property and equipment
|
1,354,285
|
1,737,830
|
|||||
|
Other
Assets:
|
|||||||
|
Other
non-current prepaid expenses and deposits
|
682,344
|
663,052
|
|||||
|
Total
other assets
|
682,344
|
663,052
|
|||||
|
Total
Assets
|
$
|
17,063,950
|
$
|
9,527,339
|
|||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
|
Current
Liabilities:
|
|||||||
|
Accounts
payable and accrued liabilities
|
$
|
1,789,586
|
1,076,840
|
||||
|
Taxes
payable
|
1,613,533
|
1,139,901
|
|||||
|
Due
to related parties
|
71,345
|
-
|
|||||
|
Total
current liabilities
|
3,474,464
|
2,216,741
|
|||||
|
Total
liabilities
|
3,474,464
|
2,216,741
|
|||||
|
Commitments
and Contingencies
|
|||||||
|
Stockholders'
Equity:
|
|||||||
|
Preferred
stock, par value $.001 per share, 5,000,000 shares
|
|||||||
|
authorized;
no shares issued and outstanding
|
-
|
-
|
|||||
|
Common
stock, par value $.001 per share, 100,000,000 shares
|
|||||||
|
authorized;
93,442,442 shares issued and outstanding
|
93,442
|
93,442
|
|||||
|
Additional
paid-in capital
|
2,326,558
|
2,326,558
|
|||||
|
Surplus
from profits
|
1,218,884
|
1,218,884
|
|||||
|
Other
comprehensive income
|
1,868,981
|
607,112
|
|||||
|
Retained
earnings
|
12,648,422
|
9,333,582
|
|||||
|
Less
- Dividends paid in advance
|
(4,566,801
|
)
|
(6,268,980
|
)
|
|||
|
Total
stockholders' equity
|
13,589,486
|
7,310,598
|
|||||
|
Total
Liabilities and Stockholders' Equity
|
$
|
17,063,950
|
$
|
9,527,339
|
|||
|
BEIJING
LOGISTIC, INC.
|
||||||||||
|
(FORMERLY
BEST CARE, INC.)
|
||||||||||
|
STATEMENTS
OF OPERATIONS AND COMPREHENSIVE INCOME
|
||||||||||
|
FOR
THE YEARS ENDED DECEMBER 31, 2007, 2006 AND
2005
|
||||||||||
|
Years
Ended December 31,
|
||||||||||
|
2007
|
|
2006
|
|
2005
|
|
|||||
|
Revenues,
net
|
$
|
85,916,514
|
$
|
56,604,535
|
$
|
40,704,142
|
||||
|
Cost
of Revenues:
|
||||||||||
|
Cost
of sales
|
61,432,093
|
39,446,005
|
28,696,084
|
|||||||
|
Business
tax and surcharges
|
2,754,022
|
1,822,162
|
1,322,665
|
|||||||
|
Total
cost of sales
|
64,186,115
|
41,268,167
|
30,018,749
|
|||||||
|
Gross
Profit
|
21,730,399
|
15,336,368
|
10,685,393
|
|||||||
|
General
and Administrative Expenses
|
1,569,086
|
1,183,567
|
978,666
|
|||||||
|
Income
from Operations
|
20,161,313
|
14,152,801
|
9,706,727
|
|||||||
|
Other
Income (Expense):
|
||||||||||
|
Interest
income and other income
|
61,363
|
54,656
|
90,096
|
|||||||
|
Other
non-operating expenses
|
(12,400
|
)
|
(7,535
|
)
|
(27,828
|
)
|
||||
|
Total
other income, net
|
48,963
|
47,121
|
62,268
|
|||||||
|
Income
Before Income Taxes
|
20,210,276
|
14,199,922
|
9,768,995
|
|||||||
|
Provision
for Income Taxes
|
(6,673,053
|
)
|
(4,643,589
|
)
|
(3,198,371
|
)
|
||||
|
Net
Income
|
13,537,223
|
9,556,333
|
6,570,624
|
|||||||
|
Comprehensive
Income:
|
||||||||||
|
Foreign
currency translation adjustment
|
1,261,869
|
404,221
|
203,060
|
|||||||
|
Total
Comprehensive Income
|
$
|
14,799,092
|
$
|
9,960,554
|
$
|
6,773,684
|
||||
|
Earnings
Per Common Share:
|
||||||||||
|
Earnings
per common share - Basic and Diluted
|
$
|
0.14
|
$
|
0.11
|
$
|
0.07
|
||||
|
Weighted
Average Number of Common Shares
|
||||||||||
|
Outstanding
- Basic and Diluted
|
93,442,442
|
90,041,070
|
89,192,442
|
|||||||
|
BEIJING
LOGISTIC, INC.
|
|
(FORMERLY
BEST CARE, INC.)
|
|
STATEMENTS
OF STOCKHOLDERS' EQUITY
|
|
FOR
THE YEARS ENDED DECEMBER 31, 2007, 2006, AND
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
Statutory
|
|
Other
|
|
|
|
Dividends
|
|
|
|
||||||||||
|
|
|
Preferred
stock
|
|
Common
stock
|
|
Paid-in
|
|
Earnings
|
|
Comprehensive
|
|
Retained
|
|
Paid
In
|
|
|
|
||||||||||||||
|
Description
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Reserve
|
|
Income
|
|
Earnings
|
|
Advance
|
|
Totals
|
|
||||||||||
|
Balance
- December 31, 2004
|
-
|
$
|
-
|
89,192,442
|
$
|
89,192
|
$
|
2,265,308
|
$
|
504,313
|
$
|
(169
|
)
|
$
|
3,088,017
|
$
|
(2,862,881
|
)
|
$
|
3,083,780
|
|||||||||||
|
Dividends
paid
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,862,881
|
)
|
2,862,881
|
-
|
||||||||||||||||||||
|
Dividends
paid in advance
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(5,658,224
|
)
|
(5,658,224
|
)
|
|||||||||||||||||||
|
Foreign
currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
203,060
|
-
|
-
|
203,060
|
|||||||||||||||||||||
|
Transfer
to Statutory Earnings Reserve
|
649,366
|
-
|
(649,366
|
)
|
|||||||||||||||||||||||||||
|
Net
income for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
6,570,624
|
-
|
6,570,624
|
|||||||||||||||||||||
|
Balance
- December 31, 2005
|
-
|
$
|
-
|
89,192,442
|
$
|
89,192
|
$
|
2,265,308
|
$
|
1,153,679
|
$
|
202,891
|
$
|
6,146,394
|
$
|
(5,658,224
|
)
|
$
|
4,199,240
|
||||||||||||
|
Dividends
paid
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(6,303,940
|
)
|
5,658,224
|
(645,716
|
)
|
|||||||||||||||||||
|
Common
stock issued for officers' compensation
|
-
|
-
|
3,000,000
|
3,000
|
-
|
-
|
-
|
-
|
-
|
3,000
|
|||||||||||||||||||||
|
Common
stock issued for cash
|
-
|
-
|
1,250,000
|
1,250
|
61,250
|
-
|
-
|
-
|
-
|
62,500
|
|||||||||||||||||||||
|
Dividends
paid in advance
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(6,268,980
|
)
|
(6,268,980
|
)
|
|||||||||||||||||||
|
Foreign
currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
404,221
|
-
|
-
|
404,221
|
|||||||||||||||||||||
|
Transfer
to Statutory Earnings Reserve
|
65,205
|
(65,205
|
)
|
||||||||||||||||||||||||||||
|
Net
income for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
9,556,333
|
-
|
9,556,333
|
|||||||||||||||||||||
|
Balance
- December 31, 2006
|
-
|
-
|
93,442,442
|
93,442
|
2,326,558
|
1,218,884
|
607,112
|
9,333,582
|
(6,268,980
|
)
|
7,310,598
|
||||||||||||||||||||
|
Dividends
paid
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(10,222,383
|
)
|
6,268,980
|
(3,953,403
|
)
|
|||||||||||||||||||
|
Dividends
paid in advance
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(4,566,801
|
)
|
(4,566,801
|
)
|
|||||||||||||||||||
|
Foreign
currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
1,261,869
|
-
|
-
|
1,261,869
|
|||||||||||||||||||||
|
Net
income for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
13,537,223
|
-
|
13,537,223
|
|||||||||||||||||||||
|
Balance
- December 31, 2007
|
-
|
$
|
-
|
93,442,442
|
$
|
93,442
|
$
|
2,326,558
|
$
|
1,218,884
|
$
|
1,868,981
|
$
|
12,648,422
|
$
|
(4,566,801
|
)
|
$
|
13,589,486
|
||||||||||||
|
BEIJING
LOGISTIC, INC.
|
|
(FORMERLY
BEST CARE, INC.)
|
|
STATEMENTS
OF CASH FLOWS
|
|
FOR
THE YEARS ENDED DECEMBER 31, 2007, 2006, AND
2005
|
|
Years
Ended December 31,
|
||||||||||
|
2007
|
|
2006
|
|
2005
|
|
|||||
|
Operating
Activities:
|
||||||||||
|
Net
income
|
$
|
13,537,223
|
$
|
9,556,333
|
$
|
6,570,624
|
||||
|
Adjustments
to reconcile net income to net cash
|
||||||||||
|
provided
by operating activities:
|
||||||||||
|
Depreciation
|
136,955
|
256,852
|
189,197
|
|||||||
|
Changes
in assets and liabilities-
|
||||||||||
|
Accounts
receivable - Trade
|
467,949
|
189,478
|
(525,331
|
)
|
||||||
|
Prepaid
expenses and deposits
|
297,981
|
55,183
|
(53,705
|
)
|
||||||
|
Advances
to suppliers
|
-
|
-
|
50,235
|
|||||||
|
Accounts
payable - Trade and accrued liabilities
|
712,746
|
347,680
|
320,047
|
|||||||
|
Taxes
payable
|
473,632
|
372,359
|
100,924
|
|||||||
|
Net
Cash Provided by Operating Activities
|
15,626,486
|
10,777,885
|
6,651,991
|
|||||||
|
Investing
Activities:
|
||||||||||
|
Purchases
and adjustments to property and equipment
|
246,590
|
(630,464
|
)
|
(385,354
|
)
|
|||||
|
Net
Cash Provided by (Used in) Investing Activities
|
246,590
|
(630,464
|
)
|
(385,354
|
)
|
|||||
|
Financing
Activities:
|
||||||||||
|
Dividends
paid and advanced
|
(8,520,204
|
)
|
(6,303,940
|
)
|
(2,862,881
|
)
|
||||
|
Loans
received from related parties
|
71,920
|
-
|
-
|
|||||||
|
Payment
of loan to related party
|
(575
|
)
|
(1,749,537
|
)
|
(2,423,802
|
)
|
||||
|
Net
Cash (Used in) Financing Activities
|
(8,448,859
|
)
|
(8,053,477
|
)
|
(5,286,683
|
)
|
||||
|
Effect
of Exchange Rate Changes
|
||||||||||
|
on
Cash and Cash Equivalents
|
1,261,869
|
139,895
|
58,817
|
|||||||
|
Net
Increase in Cash and Cash Equivalents
|
8,686,086
|
2,233,839
|
1,038,771
|
|||||||
|
Cash
and Cash Equivalents - Beginning of Period
|
5,069,264
|
2,835,425
|
1,796,654
|
|||||||
|
Cash
and Cash Equivalents - End of Period
|
$
|
13,755,350
|
$
|
5,069,264
|
$
|
2,835,425
|
||||
|
Supplemental
Disclosure of Cash Flow Information:
|
||||||||||
|
Cash
paid during the periods for:
|
||||||||||
|
Interest
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
|
Income
taxes
|
$
|
6,199,421
|
$
|
7,392,497
|
$
|
2,947,733
|
||||
|
BEIJING
LOGISTIC, INC.
|
|
(FORMERLY
BEST CARE, INC.)
|
|
STATEMENTS
OF CASH FLOWS
|
|
FOR
THE YEARS ENDED DECEMBER 31, 2007, 2006, AND
2005
|
|
Supplemental
Disclosure of Cash Flow Information:
|
|||||
|
On
October 5, 2006, the Company issued 2,200,000 shares
of common stock,
valued at $2,200 to an officer of
|
|||||
|
the
Company for services rendered.
|
|||||
|
On
October 5, 2006, the Company issued 800,000 shares of
common stock, value
at $800 to an officer of the
|
|||||
|
Company
for services rendered.
|
|||||
|
In
August 2007, the Company was forgiven of debt totaling
$2,375 from a
stockholder and Director.
|
|||||
|
On
October 19, 2007, pursuant to a Merger Agreement, the
Company exchanged
89,192,442 newly issued shares of
|
|||||
|
its
common stock for all of the issued capital stock of China
Baolong
Logistics Limited (50,000 shares). The Company
|
|||||
|
accounted
for the transaction as a reverse merger.
|
|
Office
and computer equipment
|
5
years
|
||
|
Machinery
and equipment
|
5-10
years
|
||
|
Vehicles
|
5
-10 years
|
|
December
31,
|
Amount
|
|||
|
2008
|
$
|
981,793
|
||
|
2009
|
792,380
|
|||
|
2010
|
716,957
|
|||
|
2011
|
715,318
|
|||
|
Total
lease payments
|
$
|
3,206,448
|
||
|
2007
|
2006
|
2005
|
||||||||
|
Current
Tax Provision:
|
||||||||||
|
National
and local-
|
$
|
6,673,053
|
$
|
4,643,589
|
$
|
3,198,371
|
||||
|
Total
current tax provision
|
$
|
6,673,053
|
$
|
4,643,589
|
$
|
3,198,371
|
||||
|
●
|
Disclosure
of the objectives for using derivative instruments be
disclosed in terms
of underlying risk and accounting
designation;
|
|
●
|
Disclosure
of the fair values of derivative instruments and their
gains and losses in
a tabular format;
|
|
●
|
Disclosure
of information about credit-risk-related contingent features;
and
|
|
●
|
Cross-reference
from the derivative footnote to other footnotes in which
derivative-related information is
disclosed.
|
|
BEIJING
LOGISTIC, INC.
|
||
| |
|
|
|
/s/ Yu
Zhang
|
||
|
Yu
Zhang
|
||
|
Chief
Executive Officer
|
||
|
Signatures
|
Title
|
Date
|
||
|
|
||||
|
/s/ Yu
Zhang
|
||||
|
|
Chief
Executive Officer
|
April
14, 2008
|
||
|
/s/
Jianlun Jing
|
||||
|
|
Chief
Financial Officer
|
April
14, 2008
|
||
|
/s/
Xiangrong Xie
|
||||
|
|
Secretary
|
April
14, 2008
|
||
|
/s/
Jingxue Sun
|
||||
|
|
Director
|
April
14, 2008
|
||
|
/s/
Xinhua Li
|
||||
|
|
Director
|
April
14, 2008
|