U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

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

For the quarterly period ended June 30, 2010

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

For the transition period from __________ to __________

Commission file number 000-150613

TRAI THIEN USA INC.

(Exact name of small business issuer as specified in its charter)

Nevada		26-3030202
(State or other jurisdiction of		(I.R.S. employer
incorporation or organization)		identification number)

Khuong Viet St., Phu Trung Ward, Tan Phu Dist.
Ho Chi Minh City, Vietnam
(Address of principal executive offices)		(Zip Code)

Issuer's telephone number, including area code: (848) 3975-3070

No Change

(Former name, former address and former

fiscal year, if changed since last report)

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  X . No      .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  X . 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	. (Do not check if a smaller reporting company)	Smaller reporting company	X .

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)  Yes      . No  X .

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock as of the latest practicable date: 241,500,000 shares of Common Stock, $.001 par value as of August 25, 2010.

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EXPLANATORY NOTE: We are filing this Amendment to our Form 10-Q for the quarterly period ended June 30, 2010 (the “Original Quarterly Report”) in order to correct certain typographical errors contained in the Original Quarterly Report.

INDEX

PART I. – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	20
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	23
Item 4.	Controls and Procedures	23
Item 4t.	Controls and Procedures	24
PART II. – OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Reserved	24
Item 5.	Other Information	24
Item 6.	Exhibits	24

2

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

TRAI THIEN USA INC.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

	Page
Condensed Consolidated Balance Sheets as of June 30, 2010 and December 31, 2009	4
Condensed Consolidated Statements of Operations And Comprehensive Income (Loss) for the Three and Six Months ended June 30, 2010 and 2009	5
Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2010 and 2009	6
Condensed Consolidated Statement of Stockholders’ Equity for the Six Months ended June 30, 2010	7
Notes to Condensed Consolidated Financial Statements	8

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TRAI THIEN USA INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2010 AND DECEMBER 31, 2009

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	June 30, 2010			December 31, 2009
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	736,680		$	102,484
Accounts receivable, net		54,453			104
Advances to a supplier		-			2,688,645
Prepayments and other current assets		1,040,503			541,923
Deferred tax assets		312,173			147,850
Total current assets		2,143,809			3,481,006
Non-current assets:
Vessel construction in progress		17,556,608			15,476,379
Property, plant and equipment, net		9,262,868			4,881,462
TOTAL ASSETS	$	28,963,285		$	23,838,847
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable, trade	$	2,793,186		$	1,354,294
Short-term bank borrowings		7,348,934			7,499,197
Current portion of long-term bank borrowings		922,758			518,693
Promissory note		269,536			-
Amount due to a stockholder		62,038			50,068
Income tax payable		331,500			145,805
Accrued liabilities and other payables		1,422,937			300,945
Total current liabilities		13,150,889			9,869,002
Long-term liabilities:
Long-term bank borrowings		4,625,567			1,945,153
Total liabilities		17,776,456			11,814,155
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value; 1,000,000 shares authorized; none of share issued and outstanding		-			-
Common stock, $0.001 par value; 1,393,000,000 shares authorized; 213,500,000 and 210,000,000 shares issued and outstanding, respectively		213,500			210,000
Additional paid-in capital		12,941,223			12,937,580
Accumulated other comprehensive loss		(1,933,201)			(1,624,628)
Reserve fund		236,602			236,602
(Accumulated deficits) retained earnings		(271,295)			265,138
Total stockholders’ equity		11,186,829			12,024,692
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	28,963,285		$	23,838,847

See accompanying notes to condensed consolidated financial statements.

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TRAI THIEN USA INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

		Three months ended June 30,						Six months ended June 30,
		2010			2009			2010			2009
Revenues, net		$	3,556,357		$	2,220,794		$	6,469,606		$	4,069,924
Operating expenses:
Voyage expense			(2,330,115)			(1,031,863)			(3,714,809)			(1,804,574)
Vessel operating expense			(498,561)			(158,369)			(946,489)			(370,810)
Rental expense			(484,192)			(518,712)			(976,481)			(1,044,135)
Selling, general and administrative			(248,771)			(268,761)			(581,775)			(568,421)
Total operating expenses			(3,561,639)			(1,977,705)			(6,219,554)			(3,787,940)
(Loss) income from operations			(5,282)			243,089			250,052			281,984
Other income (expense):
Other expense			-			-			-			(8)
Interest income			10			569			50			653
Interest expense			(523,087)			(24,153)			(764,981)			(26,595)
(Loss) income before income taxes			(528,359)			219,505			(514,879)			256,034
Income tax (expense) benefit			(8,945)			2,897			(21,554)			1,666
NET (LOSS) INCOME		$	(537,304)		$	222,402		$	(536,433)		$	257,700
Other comprehensive income (loss):
- Foreign currency translation income (loss)			78,428			(2,168)			(308,573)			(267,294)
COMPREHENSIVE (LOSS) INCOME		$	(458,876)		$	220,234		$	(845,006)		$	(9,594)
Net (loss) income per share – Basic and diluted		$	(0.00)		$	0.00		$	(0.00)		$	0.00
Weighted average common stock outstanding – Basic and diluted			212,916,669		163,800,000			211,458,331			163,800,000

See accompanying notes to condensed consolidated financial statements.

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TRAI THIEN USA INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

		Six months ended June 30,
		2010			2009
Cash flows from operating activities:
Net (loss) income		$	(536,433)		$	257,700
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation			283,394			4,315
Deferred tax assets			(171,280)			-
Loss on disposal of property, plant and equipment			9,735			-
Shares issued for services rendered, non-cash			7,143			-
Changes in operating assets and liabilities:
Accounts receivable, trade			(1,247,142)			(25,190)
Advances to a supplier			2,629,354			-
Prepayments and other current assets			(522,492)			(1,799,311)
Accounts payable, trade			1,501,823			(155,573)
Income tax payable			(142,590)			(21,887)
Accrued liabilities and other payables			1,479,957			-
Net cash provided by (used in) operating activities			3,291,469			(1,739,946)
Cash flows from investing activities:
Proceeds from disposal of property, plant and equipment			21,428			-
Purchase of property, plant and equipment			(4,913,265)			(24,880)
Payment to shipyards on vessel building			(2,629,354)			(3,604,538)
Net cash used in investing activities			(7,521,191)			(3,629,418)
Cash flows from financing activities:
Advance from a stockholder			11,970			1,556,324
Proceeds from promissory note			1,464,872			-
Proceeds from short-term bank borrowing			831,033			3,920,678
Proceeds from long-term bank borrowing			3,289,037			-
Payments on short-term bank borrowings			(850,401)			(89,559)
Payments on long-term bank borrowings			(84,542)			-
Net cash provided by financing activities			4,661,969			5,387,443
Effect of exchange rate changes in cash and cash equivalents			201,949			(1,441)
NET CHANGE IN CASH AND CASH EQUIVALENTS			634,196			16,638
BEGINNING OF PERIOD			102,484			59,621
END OF PERIOD		$	736,680		$	76,259
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes		$	-		$	-
Cash paid for interest		$	242,741		$	26,595
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Settlement of promissory note by offsetting trade receivable		$	1,192,145		$	-

See accompanying notes to condensed consolidated financial statements.

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TRAI THIEN USA INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2010

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

	Common stock					Additional paid-in capital			Accumulated other comprehensive loss			Reserve fund			Retained Earnings (accumulated deficits)			Total stockholders’ equity
	No. of share		Amount
Balance as of January 1, 2010 (restated)	210,000,000		$	210,000		$	12,937,580		$	(1,624,628)		$	236,602		$	265,138		$	12,024,692
Shares issued for services	3,500,000			3,500			3,643			-			-			-			7,143
Net income for the period	-			-			-			-			-			(536,433)			(536,433)
Foreign currency translation adjustment	-			-			-			(308,573)			-			-			(308,573)
Balance as of June 30, 2010	213,500,000		$	213,500		$	12,941,223		$	(1,933,201)		$	236,602		$	(271,295)		$	11,186,829

See accompanying notes to condensed consolidated financial statements.

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TRAI THIEN USA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States of America (“GAAP”) and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, the consolidated balance sheet as of December 31, 2009 which has been derived from audited consolidated financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended June 30, 2010 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2010 or for any future period.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2009.

NOTE 2 – ORGANIZATION AND BUSINESS BACKGROUND

Trai Thien USA Inc. (“TRTH” or the “Company”) was incorporated under the laws of the State of Nevada on January 23, 2004. In September 2004, it filed a notice with the Securities and Exchange Commission (File No.: 814-00674) of its intent to elect in good faith to be regulated as a Business Development Company (“BDC”) under the Investment Company Act of 1940 and be subject to Sections 54 through 65 of the said Act. In July 2008, it began steps to withdraw its election and ceased being a BDC. On January 13, 2010, the Company changed its name to “Trai Thien USA Inc.”

The Company operates its chartered and owned vessels in the ocean transportation in Vietnam, through its variable interest entity (“VIE”), Trai Thien, which is registered as a joint stock company under the Enterprise Law of the Socialist Republic of Vietnam on June 11, 2007, which primarily charters vessels from the ship-owners and operates the vessels in the ocean transportation of a broad range of major and minor bulk cargoes including iron ore, coal, grain, cement and fertilizer, along Asian shipping routes.

On August 23, 2010, the Company effectuated a forward stock split of its common stock at a split ratio of 7-for-1, pursuant to a plan approved by the Company’s Board of Directors. All common stock and per share data for all periods presented in these condensed consolidated financial statements have been restated to give effect to the reverse stock split.

The Company and its VIE are hereinafter referred to as (the "Company").

NOTE 3 - GOING CONCERN UNCERTAINTIES

The Company’s condensed consolidated financial statements are presented on a going concern basis, which contemplates the continuity of operations and realization of assets and satisfaction of liabilities and commitments in the normal course of business.

The Company has committed and contracted for the construction of six vessels in Vietnam with a combined carrying capacity of 45,600 deadweight tons in the aggregate value of approximately $60.7 million (equivalent to VND1,170 billion), which are expected to be delivered between 2010 and 2011. As of June 30, 2010, the Company has $736,680 available cash and cash equivalents and suffers from negative working capital of $11,007,080 and overdue borrowings of $6,682,848 whereas the Company may not have sufficient working capital to meet with these capital commitments. The Company is in the process of negotiating with banks and depends on its ability for reaching agreements with banks to refinance or to reschedule when these short-term borrowings are due. However, there can be no assurance that the Company will be able to reach such agreements.

These factors raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

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TRAI THIEN USA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes.

·

Use of estimates

In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the periods reported. Actual results may differ from these estimates.

·

Basis of consolidation

The condensed consolidated financial statements include the financial statements of TRTH and its VIE. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

The Company has adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810-10-5-8, “Variable Interest Entities” which requires a variable interest entity or VIE to be consolidated by a company if that company is subject to a majority of the risk of loss for the VIEs or is entitled to receive a majority of the VIE’s residual returns.

·

Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

·

Accounts receivable and allowance for doubtful accounts

Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the existing accounts receivable. The Company determines the allowance based on historical write-off experience of the Company. The Company reviews its allowance for doubtful accounts on a regular basis. All other balances are reviewed on a specific basis based on the aging of receivables, payment history, the customer’s current credit worthiness and the economic environment. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.

As of June 30, 2010 and December 31, 2009, the allowance for doubtful accounts was $9,342 and $9,665, respectively.

·

Vessel construction in progress

Vessel construction in progress represents the cost of contracts to build vessels and other direct costs relating to acquiring and placing the vessels in service. No depreciation is provided for until the vessel is substantially complete and ready for its intended use. No capitalized interest is incurred during the period of vessel construction.

·

Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational:

	Depreciable life
Vessels	15 years
Office equipment	3 to 5 years
Motor vehicles	10 years

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TRAI THIEN USA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

Expenditure for maintenance and repairs is expensed as incurred. The gain or loss on the disposal of plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the statement of operations.

As of June 30, 2010, two vessels and six motor vehicles with the total net book values of $9,114,704 were pledged as securities in connection with the outstanding long-term borrowings.

Depreciation expenses for the three months ended June 30, 2010 and 2009 were $171,106 and $2,481, respectively

Depreciation expenses for the six months ended June 30, 2010 and 2009 were $283,394 and $4,315, respectively.

·

Impairment of long-lived assets

Long-lived assets primarily include plant and equipment and vessel construction in progress. In accordance with the provisions of ASC Topic 360-10-5, “Impairment or Disposal of Long-Lived Assets”, the Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. There has been no impairment as of June 30, 2010.

·

Revenue recognition

In accordance with the ASC Topic 605, “Revenue Recognition”, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectibility is reasonably assured.

(a)

Cargo transportation revenue

Recognition of cargo transportation revenue is based upon ASC Topic 605-20-25-13, “Services for Freight-in-Transit at the End of a Reporting Period”. The Company recorded both transportation revenue and its direct costs when the shipment is completed.

Revenue represents the invoiced value of services, net of value-added tax (“VAT”) and brokerage commission payable to unaffiliated shipping agents.

(b)

Interest income

Interest income is recognized on a time apportionment basis, taking into account the principal amounts outstanding and the interest rates applicable.

·

Comprehensive income or loss

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income or loss, as presented in the accompanying condensed statements of stockholders’ equity consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income or loss is not included in the computation of income tax expense or benefit.

·

Income taxes

The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any 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.

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TRAI THIEN USA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

For the six months ended June 30, 2010 and 2009, the Company did not have any interest and penalties associated with tax positions. As of June 30, 2010, the Company did not have any significant unrecognized uncertain tax positions.

The Company conducts major businesses in Vietnam and is subject to tax in its own jurisdiction. As a result of its business activities, the Company files separate tax returns that are subject to examination by the foreign tax authority.

·

Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

The reporting currency of the Company is United States Dollars ("US$") and the accompanying financial statements have been expressed in US$. In addition, the Company maintains its books and record in a local currency, Vietnamese Dong ("VND"), which is functional currency as being the primary currency of the economic environment in which its operation is conducted. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

Translation of amounts from VND into US$1 has been made at the following exchange rates for the respective period:

		June 30, 2010			June 30, 2009
Period-end VND:US$1 exchange rate			19,317			18,069
Average period VND:US$1 exchange rate			19,091			17,854

·

Stock-based compensation

For non-employee stock-based compensation, the Company adopts ASC Topic 505-50, “Equity-Based Payments to Non-Employees”, stock-based compensation related to non-employees is accounted for based on the fair value of the related stock or options or the fair value of the services on the grant date, whichever is more readily determinable in accordance with ASC Topic 718.

·

Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

·

Segment reporting

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. The Company operates in one reportable operating segment in Vietnam.

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TRAI THIEN USA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

·

Fair value measurement

ASC Topic 820-10, “Fair Value Measurements and Disclosures” ("ASC 820-10") establishes a new framework for measuring fair value and expands related disclosures. Broadly, ASC 820-10 framework requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. ASC 820-10 establishes a three-level valuation hierarchy based upon observable and non-observable inputs. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

For financial assets and liabilities, fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date.

·

Fair value of financial instruments

The carrying value of the Company’s financial instruments include cash and cash equivalents, accounts receivable, prepayments and other current assets, accounts payable, amounts due to a stockholder, promissory note, income tax payable, accrued liabilities and other payables. Fair values were assumed to approximate carrying values for these financial instruments because they are short term in nature and their carrying amounts approximate fair values. The carrying value of the Company’s short-term and long-term bank borrowings approximated its fair value based on the current market conditions for similar debt instruments.

·

Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

In September 2009, the Financial Accounting Standard Board (“FASB”) issued certain amendments as codified in ASC Topic 605-25, “Revenue Recognition; Multiple-Element Arrangements.” These amendments provide clarification on whether multiple deliverables exist, how the arrangement should be separated, and the consideration allocated. An entity is required to allocate revenue in an arrangement using estimated selling prices of deliverables in the absence of vendor-specific objective evidence or third-party evidence of selling price. These amendments also eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method.  The amendments significantly expand the disclosure requirements for multiple-deliverable revenue arrangements. These provisions are to be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. The Company will adopt the provisions of these amendments in its fiscal year 2011 and is currently evaluating the impact of these amendments to its consolidated financial statements.

In March 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-11, “Derivatives and Hedging (Topic 815) — Scope Exception Related to Embedded Credit Derivatives.” ASU 2010-11 clarifies that the only form of an embedded credit derivative that is exempt from embedded derivative bifurcation requirements are those that relate to the subordination of one financial instrument to another. As a result, entities that have contracts containing an embedded credit derivative feature in a form other than such subordination may need to separately account for the embedded credit derivative feature. The provisions of ASU 2010-11 will be effective on July 1, 2010 and are not expected to have a significant impact on the Company’s consolidated financial statements.

In April 2010, the FASB issued ASU 2010-13, Compensation – Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades. ASU 2010-13 provides guidance on the classification of a share-based payment award as either equity or a liability. A share-based payment that contains a condition that is not a market, performance, or service condition is required to be classified as a liability. ASU 2010-13 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010 and is not expected to have a significant impact on the Company’s financial statements.

12

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TRAI THIEN USA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

In May 2010, the FASB issued ASU 2010-19, Foreign Currency (Topic 830): Foreign Currency Issues: Multiple Foreign Currency Exchange Rates. The amendments in ASU 2010-19 are effective as of the announcement date of March 18, 2010. The Company does not expect the provisions of ASU 2010-19 to have a material effect on the financial position, results of operations or cash flows of the Company.

In July 2010, the FASB issued new accounting guidance that will require additional disclosures about the credit quality of loans, lease receivables and other long-term receivables and the related allowance for credit losses. Certain additional disclosures in this new accounting guidance will be effective for the Company on December 31, 2010 with certain other additional disclosures that will be effective on March 31, 2011. The Company does not expect the adoption of this new accounting guidance to have a material impact on its consolidated financial statements.

NOTE 5 – PREPAYMENTS AND OTHER CURRENT ASSETS

Prepayments and other current assets consisted of the following:

		June 30, 2010			December 31, 2009
		(Unaudited)			(Audited)
VAT receivable		$	783,899		$	311,914
Prepaid operating expenses			57,754			85,214
Prepayment for equipment purchase			-			76,991
Purchase deposits paid			80,994			18,526
Advances to employees			117,856			49,278
		$	1,040,503		$	541,923

NOTE 6 – VESSEL CONSTRUCTION IN PROGRESS

During 2007, the Company contracted for the construction of 6 vessels in Vietnam with a combined carrying capacity of 45,600 deadweight tons. The total cost of the contracts for 6 vessels under construction at two unaffiliated shipyards in Vietnam is approximately $60,656,000 (equivalent to VND1.170 billion). These vessels are expected to be delivered between 2010 and 2011. The Company will incur additional associated costs relating to the construction of these vessels under the contracts.

During 2009, the Company contracted for the construction of the additional 1 vessel with a carrying capacity of 4,300 deadweight tons. The construction cost of the vessel is approximately $4,861,000 (equivalent to VND93.9 billion) at the unaffiliated shipyard in Vietnam. The vessel is expected to be delivered in 2010, subject to the full settlement of outstanding payment. However, on June 8, 2010, the Company agreed with the shipyard to terminate the construction contract with no compensation or liquidated damage.

For the six months ended June 30, 2010, the Company expended the aggregate of $2,629,354 on vessel building and the aggregate vessel construction in progress was amounted to $17,556,608 at period end-date.

NOTE 7 – PROMISSORY NOTE

On March 30, 2010, the Company entered into a promissory note (“the Note”) with GRM Mal-Sin Shipping (M) Sdn, Bhd, (“GRM”), one of the Company’s major customers, for a principal amount of $1,437,912 (equivalent to VND 28 billion). The Note was unsecured and interest-free. In connection with the Note, the Company agreed to provide its vessel in the first priority to serve GRM and the transportation charges reserved the right of set-off against the Note as repayment. For the six months ended June 30, 2010, the promissory note was partially repaid by offseting the accounts receivable.

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TRAI THIEN USA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

NOTE 8 – BANK BORROWINGS

Bank borrowings consisted of the following:

(a)

Short-term bank borrowings payable to financial institutions in Vietnam:

		June 30, 2010			December 31, 2009
		(Unaudited)			(Audited)
Secured, equivalent to VND14 billion with interest rate at 12% per annum, payable monthly, due on February 5 2010		$	-		$	749,866
Unsecured installment loan, equivalent to VND14 billion with interest rate at 12% per annum, payable monthly, due on May 14, 2010			-			749,866
Secured, equivalent to VND14 billion with interest rate at 14.4% per annum, payable monthly, due on September 23, 2010	(i)		724,750			-
Lines of credit, AgriBank	(ii)		3,623,752			2,999,465
Revolving credit facility, VID Public Bank	(iii)		3,000,000			3,000,000
Overdraft facility, Bank of America			432			-
Total short-term borrowings		$	7,348,934		$	7,499,197

(i)

In June 2010, the Company received short-term facility of $724,750 (equal to VND 14 billion) from Trust Bank in a term of three months, which carries interest rate of 14.4% per annum, payable monthly. The facility is secured by the Company’s owned vessel with its net book value of $4.5 million as of June 30, 2010.

(ii)

The Company received its lines of credit from AgriBank in a term of 12 months, with a maximum available borrowing up to $3.6 million (equivalent to VND 70 billion) for working capital purposes. Interest was carried at a rate of 10.5% per annum, payable monthly and subject to the changes by the State Bank of Vietnam. The line is collateralized by the real properties including residential house and land use rights with the aggregate carrying values of $3.7 million which are personally owned by the major stockholder and the director of the Company, Mr. Nguyen Quoc Khanh. As of June 30, 2010, the facility became due and the Company is subject to penalty interest at 1.5 times of its annual interest rate, payable monthly. In July 2010, the Company repaid the overdue borrowing in full.

(iii)

The Company received its revolving credit facility from VID Public Bank in a term of 12 months, with a maximum available borrowing up to $3 million for working capital purposes. Interest was carried at minimum interest rate of 5% per annum, or subject to floating rates, which equal to the higher of SIBOR plus 2.5% per annum or fixed deposit rate plus 2.5%. The outstanding balance under the credit facility becomes matured in 150 days from the drawdown date and the facility will be extended or renewed subject to an annual review at the option of the bank. Weighted average interest rate approximately 7.5% per annum for the period ended June 30, 2010, payable monthly. The credit facility is personally guaranteed by the major stockholder and the director of the Company, Mr. Nguyen Quoc Khanh and collateralized by his real properties with the aggregate carrying value of $10.7 million. As of June 30, 2010, the facility became due and the Company is subject to penalty interest at 1.5 times of its annual interest rate, payable monthly. The Company has been in negotiations with the bank, but has not yet reached an agreement as to repayment of principal and interest.

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TRAI THIEN USA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

(b)

Long-term bank borrowings payable to financial institutions in Vietnam:

		June 30, 2010			December 31, 2009
		(Unaudited)			(Audited)
Trust Bank,
Secured, equivalent to VND 46 billion with interest rate at 12% per annum payable monthly, due December 31, 2014	(i)	$	2,297,769		$	2,463,846
Secured, equivalent to VND 60 billion with interest rate at 16.2% per annum payable monthly, due March 30, 2015	(i)		3,106,072			-
Kien Long Bank,
Secured, equivalent to VND 2.8 billion with interest rate at 19.2% per annum payable monthly, due March 12, 2013	(ii)		144,484			-
			5,548,325			2,463,846
Less: current portion of long-term bank borrowings			(922,758)			(518,693)
Total long-term bank borrowings, net of current portion		$	4,625,567		$	1,945,153

(i)

The Company granted with the aggregate long-term facility of $5.4 million from Trust Bank. These facilities are secured by the Company’s two owned vessels with the aggregate net book value of $8.9 million as of June 30, 2010.

(ii)

The Company granted with long-term facility of $0.14 million from Kien Long Bank. The facility is secured by the Company’s six motor vehicles with the net book values of $204,505 as of June 30, 2010.

As of June 30, 2010, the maturities of the long-term bank borrowings for the next five years are as follows:

Year ending June 30:
2011		$	1,170,696
2012			1,170,696
2013			1,170,696
2014			1,122,535
2015			913,702
Total bank borrowings		$	5,548,325

NOTE 9 – ACCRUED LIABILITIES AND OTHER PAYABLES

Accrued liabilities and other payables consisted of the following:

		June 30, 2010			December 31, 2009
		(Unaudited)			(Audited)
Salary and welfare payable		$	369,872		$	195,189
Other tax payable			66,776			38,624
Accrued operating expenses			470,196			67,132
Accrued loan interests			516,093			-
		$	1,422,937		$	300,945

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TRAI THIEN USA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

NOTE 10 – STOCK BASED COMPENSATION

On April 16, 2010, the Company issued 3,500,000 shares (post forward stock split) of its common stock to its attorney for legal services rendered, at a fair market price of $0.002 per share or a total value of $7,143.

NOTE 11 – INCOME TAXES

For the six months ended June 30, 2010 and 2009, the local (“United States of America”) and foreign components of (loss) income before income taxes were comprised of the following:

		Six months ended June 30,
		2010			2009
Tax jurisdiction from:
– Local		$	(119,076)		$	-
– Foreign			(395,803)			256,034
(Loss) income before income taxes		$	(514,879)		$	256,034

The provision for income tax consisted of the following:

		Six months ended June 30,
		2010			2009
Current tax:
– Local		$	-		$	-
– Foreign			190,503			(1,666)
Deferred tax:
– Local			-			-
– Foreign			(168,949)			-
Income tax expense		$	21,554		$	(1,666)

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company operates in various countries: United States of America and Vietnam that are subject to tax in the jurisdictions in which they operate, as follows:

United States of America

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. The Company does not incur any operation in the United States.

Socialist Republic of Vietnam

Effective from January 1, 2009, the Company’s VIE, Trai Thien is subject to the new income rate of 25% on the taxable income under the Law on Corporate Income Tax of the Socialist Republic of Vietnam.

Pursuant to the New CIT Law, the Company is eligible for corporate income tax holiday, whereas its business is established in a special development zone or considered as encouraged investment. Under such tax holiday, the Company is exempted from corporate income tax for the first two years starting from its first profit-making year, entitled to a reduced corporate income tax rate of 10% for the following three years and a preferential corporate income tax rate of 20% for the remaining five years. Trai Thien continues to enjoy the tax holiday expiring through fiscal year 2016.

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TRAI THIEN USA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

The reconciliation of income tax rate to the effective income tax rate based on income before income taxes for the six months ended June 30, 2010 and 2009 is as follows:

	Six months ended June 30,
	2010				2009
(Loss) income before income taxes	$	(395,803)			$		256,034
Statutory income tax rate		25%					25%
Income tax expense at statutory tax rate		(98,951)					64,009
Reversal of tax over-provision		(6,175)					(46,101)
Effect of tax holiday		59,370					(38,405)
Non-deductible items		67,310					18,831
Income tax expense (benefit)	$	21,554		$		(1,666)

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of June 30, 2010 and December 31, 2009:

		June 30, 2010			December 31 2009
		(Unaudited)			(Audited)
Deferred tax assets:
Non-deductible professional fees		$	22,655		$	8,060
Non-deductible vessel rental expense			289,518			139,790
Total:		$	312,173		$	147,850

NOTE 12 – CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a)

Major customers

For the three and six months ended June 30, 2010 and 2009, the customer who accounts for 10% or more of the Company’s revenues and its outstanding balance as at period-end dates, are presented as follows:

		Three months ended June 30, 2010					June 30, 2010
		Revenues			Percentage of revenues		Accounts receivable
Customer A		$	2,940,378		78%		$	-
Customer B			190,786		16%			-
Total:		$			94%		$	-

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TRAI THIEN USA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

		Six months ended June 30, 2010					June 30, 2010
		Revenues			Percentage of revenues		Accounts receivable
Customer A		$	4,661,537		72%		$	-
Customer B			877,268		14%			-
Total:		$			86%		$	-

		Three months ended June 30, 2009					June 30, 2009
		Revenues			Percentage of revenues		Accounts receivable
Customer A		$	1,621,417		73%		$	380
Customer B			218,226		10%			-
Total:		$	1,839,643		83%		$	380

		Six months ended June 30, 2009					June 30, 2009
		Revenues			Percentage of revenues		Accounts Receivable
Customer A		$	1,825,364		45%		$	380
Customer B			439,713		11%			-
Total:		$	2,265,077		56%		$	380

(b)

Credit risk

No financial instruments that potentially subject the Company to significant concentrations of credit risk. Concentrations of credit risk are limited due to the Company’s large number of transactions are on the cash basis.

(c)

Interest rate risk

As the Company has no significant interest-bearing assets, the Company’s income and operating cash flows are substantially independent of changes in market interest rates.

The Company’s interest-rate risk arises from bank borrowings. Borrowings issued at variable rates expose the Company to cash flow interest-rate risk. Borrowings issued at fixed rates expose the Company to fair value interest-rate risk. The Company’s policy is to obtain the most favorable interest rates available for its borrowings. At the period-end, all of borrowings were at floating and fixed rates.

(d)

Exchange rate risk

The reporting currency of the Company is US$, to date the majority of the revenues and costs are denominated in VND and a significant portion of the assets and liabilities are denominated in VND. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between US$ and VND. If VND depreciates against US$, the value of VND revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial instruments that expose to substantial market risk.

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TRAI THIEN USA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

(e)

Economic and political risks

Substantially all of the Company’s services are conducted in Vietnam and Asian region. The Company’s operations are subject to various political, economic, and other risks and uncertainties inherent in Vietnam. Among other risks, the Company’s operations are subject to the risks of restrictions on transfer of funds; export duties, quotas, and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; and political conditions and governmental regulations in Vietnam.

NOTE 13 – COMMITMENTS AND CONTINGENCIES

(a)

Capital commitments

The Company is committed and contracted with two unaffiliated shipyards, Dai Duong Joint Stock Ocean Transportation Company and Hai Ha Road and Water Transport Company Limited, respectively, for the construction of six vessels in Vietnam. The total estimated construction cost for six vessels was approximately $60.7 million. These vessels are expected to be delivered between 2010 and 2011.

As of June 30, 2010, the aggregate future minimum payments to the shipyards in the next two years are as follows:

Year ending June 30:
2011	$	23,598,484
2012		19,412,651
Total:	$	43,011,135

(b)

Operating lease commitments

As of the date of the report, the Company has not renewed leases on three vessels and only remains committed to a vessel charter agreement to operate one oceangoing vessel for a term of six months due December 31, 2010, with a fixed monthly rental and generally did not contain significant renewal options. For the six months ended June 30, 2010 and 2009, the Company incurred and paid vessel rental of $976,481 and $1,044,135, respectively. The Company has the future minimum rental payments of $250,039 under the operating lease agreement within the next 12 months.

NOTE 14 – SUBSEQUENT EVENT

On July 2, 2010, the Company repaid the overdue borrowing of $3,623,751 (equal to VND70 billion) to Agribank.

On July 25, 2010, the Company issued 28,000,000 (post forward stock split) shares of its common stock to a consultant for marketing services in shipping and airline business for a period of 3 years.

On August 23, 2010, the Company effected a forward stock split of the Company's common stock at a split ratio of 7-for-1, pursuant to a plan approved by the Company’s Board of Directors. As a result of the forward stock split, every one pre-split share of the Company's common stock, $.001 par value per share, issued and outstanding immediately prior to August 23, 2010 was automatically exchanged for seven post-split shares of common stock, $.001 par value. Accordingly, the number of shares of the Company's common stock issued and outstanding has been increased from 34,500,000 shares to approximately 241,500,000 shares. Also as a result of the forward stock split, the number of shares of common stock that the Company is authorized to issue has been increased from 199,000,000 shares, par value $.001, to 1,393,000,000 shares, par value $.001. The number of authorized preferred shares of stock remained at 1,000,000.  As of August 23, 2010, the Company had no shares of preferred stock outstanding.

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

Forward Looking Statements

Some of the statements contained in this Form 10-Q that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 10-Q, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:

·

Our ability to attract and retain management, and to integrate and maintain technical information and management information systems;

·

Our ability to raise capital when needed and on acceptable terms and conditions;

·

The intensity of competition; and

·

General economic conditions.

All written and oral forward-looking statements made in connection with this Form 10-Q that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

Plan of Operations

We are a Vietnam-based sea cargo company, formed in June 2007, specializing in the transport of dry bulk commodities within Southeast Asia. As of 30 June, 2010, we had a fleet of six owner-operated and term-leased geared vessels with an average size of 3,665 dead weight tonnage (“DWT”), or total capacity of 21,990 DWT. As of the date of the report, the Company has decided not to renew vessel charter agreements on three vessels with an approximate aggregate capacity of 9,500 DWT. The Company currently has two owner-operated vessels of 4,300 DWT each and one term-leased vessel of 3,612 DWT. Due to the current capacity of our ships, most of our business is within Southeast Asia and southern China.

We have made deposits for building six new cargo ships with a capacity of 7,600 DWT each. These vessels are expected to be delivered between 2010 and 2011.

As of June 30, 2010, the Company is required to make aggregate future minimum payments of $23,598,484 and $19,412,651 to the shipyards in the years ending June 30, 2011 and 2012, respectively. As of June 30, 2010, the Company has available $736,680 cash and cash equivalents. The Company plans to finance the construction of these six newly-built vessels through additional capital injection from its shareholders or external financing from banks or a combination of financing sources. However, there can be no assurance that the Company will be able to obtain sufficient funds to meet with its obligations on a timely basis towards the delivery of the vessels.

With our expansion plan, Trai Thien’s total capacity is expected to significantly increase to 19,812 DWT by the end of 2010, and 57,812 DWT by 2011. Given the larger size and young age of our cargo ships, we believe we can further distance ourselves from locally-owned and foreign-owned competitors in Vietnam and greater South East Asia.

Results of Operations for the Three Months Ended June 30, 2010 and 2009

Revenues for the three months ended June 30, 2010 increased by $1,335,563, or 60%, to $3,556,357 compared to $2,220,794 for the three months ended June 30, 2009. This increase was primarily due to the launching of an owner-operated vessel with capacity of 4,300 DWT in November 2009, and another vessel of 4,300 DWT in April 2010, attributing to an increase of 64% in the total capacity of our fleet from 13,390 DWT during the three months ended June 30, 2009 to 21,990 DWT during the three months ended June 30, 2010. With the increase in our fleet dead weight tonnage, we were able to increase the number of our nautical trips from 20 trips during the three months ended June 30, 2009 to 36 trips during the three months ended June 30, 2010, or an increase of 80%.

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Voyage expenses for the three months ended June 30, 2010 were $2,330,115 compared to $1,031,863 for the three months ended June 30, 2009, an increase of $1,298,252, or 126%. Voyage expenses mainly include fuel, pilot, towage and port fees. We attributed the increase of voyage expenses to the increase in the number of our vessels and the increase in the number of our nautical trips during the three months ended June 30, 2010 compared to the same period last year. Fuel expense for the three months ended June 30, 2010 increased by $1,218,896, or 260%, to $1,687,582 compared to $468,686 for the same period last year. Pilot, towage and port fees for the three months ended June 30, 2010 increased by $81,765, or 15%, to $624,651 compared to $542,886 for the same period last year.

Vessel operating expenses for the three months ended June 30, 2010 were $498,561 compared to $158,369 for the three months ended June 30, 2009, an increase of $340,192, or 215%. Vessel operating expenses mainly include crewing expenses, ship administrative expenses, vessel depreciation expense and vessel insurance. We attributed the increase of vessel operating expenses to the increase in the number of our vessels during the three months ended June 30, 2010 compared to the same period last year. Crewing expenses for the three months ended June 30, 2010 increased by $114,943, or 84%, to $252,228 compared to $137,285 for the same period last year. The crewing expense increase was attributable to the increase in the number of crewmen of 52% from 69 people for the three months ended June 30, 2009 to 105 people for the three months ended June 30, 2010 and the increase in crew salaries. Depreciation expense during the three months ended June 30, 2010 was $156,306 as compared to $0 for the same period last year. The increase was attributable to the acquisition of two additional vessels of 4,300 DWT each in November 2009 and April 2010.

Rental expense for the three months ended June 30, 2010 was $484,192 compared to $518,712 for the same period last year. The decrease of $34,520, or 7%, was attributable to foreign currency exchange differences.

Selling, general and administrative expenses for the three months ended June 30, 2010 were $248,771 compared to $268,761 for the three months ended June 30, 2009, a decrease of $19,990, or 7%. Selling, general and administrative expenses mainly included office expenses, salary of administration staff, audit fees and consultancy fees. The decrease was attributable to foreign currency exchange differences.

Interest expense for the three months ended June 30, 2010 was $523,087 compared to $24,153 for the three months ended June 30, 2009. We attribute the increase of $498,934, or 2066%, to the increase in short-term borrowing and long-term borrowing for the financing of working capital needs and acquisition and building of new vessels.

Income tax expense for the three months ended June 30, 2010 was $8,945 compared to income tax recoverable of $2,897 for the three months ended June 30, 2009.

As a result of the foregoing, the Company made a loss of $537,304 for the three months ended June 30, 2010 while posted a net income of $222,402 for the three months ended June 30, 2009.

Results of Operations for the Six Months Ended June 30, 2010 and 2009

Revenues increased by $2,399,682 or 59% to $6,469,606 for the six months ended June 30, 2010 compared to $4,069,924 for the prior year period. This increase was primarily due to the launching of an owner-operated vessel with capacity of 4,300 DWT in November 2009, and another vessel of 4,300 DWT in April 2010, attributing to an increase of 64% in the total capacity of our fleet from 13,390 DWT during the six months ended June 30, 2009 to 21,990 DWT during the six months ended June 30, 2010. With the increase in our fleet dead weight tonnage, we were able to increase the number of our nautical trips from 36 trips during the six months ended June 30, 2009 to 65 trips during the six months ended June 30, 2010, or an increase of 81%.

Voyage expenses for the six months ended June 30, 2010 were $3,714,809 compared to $1,804,574 for the six months ended June 30, 2009, an increase of $1,910,235, or 106%. Voyage expenses mainly include fuel, pilot, towage and port fees. We attributed the increase of voyage expenses to the increase in the number of our vessels and the increase in the number of our nautical trips during the six months ended June 30, 2010 compared to the same period last year. Fuel expense for the six months ended June 30, 2010 increased by $1,740,517, or 190%, to $2,657,936 compared to $917,419 for the same period last year. Pilot, towage and port fees for the six months ended June 30, 2010 increased by $189,167, or 23%, to $1,010,132 compared to $820,965 for the same period last year.

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Vessel operating expenses for the six months ended June 30, 2010 were $946,489 compared to $370,810 for the six months ended June 30, 2009, an increase of $575,679, or 155%. Vessel operating expenses mainly include crewing expenses, ship administrative expenses, vessel depreciation expense and vessel insurance. We attributed the increase of vessel operating expenses to the increase in the number of our vessels during the six months ended June 30, 2010 compared to the same period last year. Crewing expenses for the six months ended June 30, 2010 increased by $162,480, or 61%, to $429,501 compared to $267,021 for the same period last year. The crewing expense increase was attributable to the increase in the number of crewmen of 52% from 69 people for the six months ended June 30, 2009 to 105 people for the six months ended June 30, 2010 and the increase in crew salaries. Depreciation expense during the six months ended June 30, 2010 was $262,434 as compared to $0 for the same period last year. The increase was attributable to the acquisition of two additional vessels of 4,300 DWT each in November 2009 and April 2010.

Rental expense for the six months ended June 30, 2010 was $976,481 compared to $1,044,135 for the same period last year. The decrease of $67,654, or 6%, was attributable to foreign currency exchange differences.

Selling, general and administrative expenses for the six months ended June 30, 2010 were $581,775 compared to $568,421 for the six months ended June 30, 2009, an increase of $13,354, or 2%. Selling, general and administrative expenses mainly included office expenses, salary of administration staff, audit fees and consultancy fees. The decrease was attributable to foreign currency exchange differences.

Interest expense for the six months ended June 30, 2010 was $764,981 compared to $26,595 for the six months ended June 30, 2009. We attribute the increase of $738,386, or 2776%, to the increase in short-term borrowing and long-term borrowing for the financing of working capital needs and acquisition and building of new vessels.

Income tax expense for the six months ended June 30, 2010 was $21,554 compared to income tax recoverable of $1,666 for the six months ended June 30, 2009.

As a result of the foregoing, the Company made a loss of $536,433 for the six months ended June 30, 2010 while posted a net income of $257,700 for the six months ended June 30, 2009.

Liquidity and Capital Resources

As of June 30, 2010, cash and cash equivalents were $736,680 compared to $102,484 as of January 1, 2010.

The Company generated cash of $3,291,469 in operating activities for the six months ended June 30, 2010 while used cash of $1,739,946 in operating activities for the same period in 2009. The major reasons were the receipt of an advance that was previously made to a supplier of $ 2,629,354, an increase in trade accounts payable of $1,501,823 and an increase in accrued liabilities and other payables of $1,479,957, offset by an increase in trade accounts receivable of $1,247,142 and an increase in prepayment and other current assets of $522,492.

The Company used cash of $7,521,191 in investing activities for the six months ended June 30, 2010 while used cash of $3,629,418 for the same period in 2009 which were primarily payments to shipyards on vessel building and for vessel purchase.

During the six months ended June 30, 2010, the Company generated net cash of $4,661,969 from financing activities. The cash inflows were attributable to proceeds from bank borrowings of $4,119,638, of which $3,289,037 was long term, and proceed from promissory note of $1,464,872 to finance vessel acquisition. Repayments of short term borrowings were $850,401 and repayments of long term borrowings were $84,542. During the six months ended June 30, 2009, the Company generated net cash of $5,387,443, of which proceeds from short term bank borrowings were $3,920,678 and advance from a stockholder was $1,556,324.

The Company is committed and contracted with two unaffiliated shipyards, Dai Duong Joint Stock Ocean Transportation Company and Hai Ha Road and Water Transport Company Limited, respectively, for the construction of six vessels in Vietnam. The total estimated construction cost for six vessels was approximately $60.7 million. These vessels are expected to be delivered between 2010 and 2011. As of June 30, 2010, the Company is required to make aggregate future minimum payments of $23,598,484 and $19,412,651 to the shipyards in the years ending June 30, 2011 and 2012, respectively. As of June 30, 2010, the Company has available $736,680 cash and cash equivalents. The Company plans to finance the construction of these six newly-built vessels through additional capital injection from its shareholders or external financing from banks or a mixed of financing sources. However, there can be no assurance that the Company will be able to obtain sufficient funds to meet with its obligations on a timely basis towards the delivery of the vessels.

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We estimate that our operational expenses over the next twelve months will be approximately $10,406,411, consisting of voyage expenses of $5,800,841, vessel operating expenses of $3,468,831 and selling, general and administrative expenses of $1,136,740. We estimate that our long term operational expenses will be approximately $1,157,035 a month, consisting of voyage expenses of $684,289, vessel operating expenses of $378,017 and selling, general and administrative expenses of $94,728. The Company expects to meet such expenses through a mix of the additional capital from its shareholders and external financing from the banks and its internally generated cash flows. Over the next twelve months, we estimate that the Company would generate cash of $3,830,425 from operating activities and $24,009,211 from financing activities while using $23,464,593 in investing activities.

As of June 30, 2010, total current assets were $2,143,809 compared to total current liabilities of $13,150,889, translated to a current ratio of 0.16 times. As of June 30, 2010, short-term bank borrowings were $7,348,934 and the current portion of long term bank borrowings was $922,758. As of June 30, 2010, overdue loans amounted to $6,682,848. We subsequently repaid $3,623,751 and the overdue amount reduced to $3,059,097 as of the date of the report. The Company is in the process of negotiating with the bank and depends on its ability for reaching agreements with banks to refinance or to reschedule when these short-term borrowings are due. However, there can be no assurance that the Company will be able to reach such agreements.

These factors raise substantial doubt about the Company’s ability to continue as a going concern. These condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

Off-Balance Sheet Arrangements

Since our inception, except for standard operating leases and the Vietnamese variable interest entity, Trai Thien, we have not engaged in any off-balance sheet arrangements, including the use of structured finance, special purpose entities or other variable interest entities.

Capital commitments

The Company is committed and contracted with two unaffiliated shipyards, Dai Duong Joint Stock Ocean Transportation Company and Hai Ha Road and Water Transport Company Limited, respectively, for the construction of six vessels in Vietnam. The total estimated construction cost for six vessels was approximately $60.7 million. These vessels are expected to be delivered between 2010 and 2011.

As of June 30, 2010, the Company is required to make aggregate future minimum payments of $23,598,484 and $19,412,651 to the shipyards in the years ending June 30, 2011 and 2012, respectively.

Operating lease commitments

As of the date of the report, the Company is committed to a vessel charter agreement to operate one oceangoing vessel for a term of six months due December 31, 2010, with a fixed monthly rental and generally did not contain significant renewal options. For the six months ended June 30, 2010 and 2009, the Company incurred and paid vessel rental of $976,481 and $1,044,135, respectively. The Company has the future minimum rental payments of $250,039 under the operating lease agreement within the next 12 months.

Item 3.   Quantitative and Qualitative Disclosure About Market Risk

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our President, Chief Financial Officer and Secretary, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this report. Based upon that evaluation, our President, Chief Financial Officer and Secretary concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

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Changes in Internal Control Over Financial Reporting. During the most recent quarter ended June 30, 2010, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) ) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 4t Controls and Procedures

The information required pursuant to item 4(t) has been provided in Item 4.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.  

None.

Item 1.A. Risk Factors

There have been no material changes to our risk factors from those set forth in our annual report for the year ended December 31, 2009.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.   

On July 25, 2010, the Company issued 28,000,000 (post forward stock split) shares of its common stock to a consultant as consideration for services provided..

Item 3. Defaults Upon Senior Securities.  

None

Item 4. Reserved

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.		Description
31.1		Certification of the Company's Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.
31.2		Certification of the Company's Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.
32.1		Certification of the Company's Principal 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 Company's Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

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

	TRAI THIEN USA INC.
Dated: August 31, 2010	By:	/s/ Haley Manchester
		Haley Manchester
		Chief Executive Officer
Date: August 31, 2010		/s/ Tran Viet Thang
		Tran Viet Thang
		Chief Financial Officer

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