Winland Ocean Shipping Corp - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - Winland Ocean Shipping Corp	Financial_Report.xls
EX-31.1 - EXHIBIT 31.1 - Winland Ocean Shipping Corp	v228889_ex31-1.htm
EX-32.1 - EXHIBIT 32.1 - Winland Ocean Shipping Corp	v228889_ex32-1.htm
EX-31.2 - EXHIBIT 31.2 - Winland Ocean Shipping Corp	v228889_ex31-2.htm
EX-32.2 - EXHIBIT 32.2 - Winland Ocean Shipping Corp	v228889_ex32-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2011

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

For the transition period from ______to______.

WINLAND OCEAN SHIPPING CORP.

(Exact name of registrant as specified in Charter)

TEXAS		333-142908		20-5933927
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employee Identification No.)

Rm 703, 7/F, Bonham Trade Centre, 50 Bonham Strand, Sheung Wan, Hong Kong, China

(Address of Principal Executive Offices)

00852-28549088

(Issuer Telephone number)

(Former Name or Former Address if Changed Since Last Report)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes ¨ Nox

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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 filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer ¨

Accelerated Filer ¨

Non-Accelerated Filer x

Smaller Reporting Company ¨

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of August 7, 2011: 195,000,000 shares of common stock.

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION

	ITEM 1.	FINANCIAL STATEMENTS	F-1

	ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3

	ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	15

	ITEM 4.	CONTROLS AND PROCEDURES	15

PART II OTHER INFORMATION

	ITEM 1.	LEGAL PROCEEDINGS	15

	ITEM 1A.	RISK FACTORS	16

	ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	24

	ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	24

	ITEM 4.	(Removed and Reserved).	24

	ITEM 5.	OTHER INFORMATION	24

	ITEM 6.	EXHIBITS	25

SIGNATURES			30

- 2 -

WINLAND OCEAN SHIPPING CORP.

(FORMERLY WINLAND ONLINE SHIPPING HOLDINGS CORPORATION)

AND SUBSIDIARIES

FINANCIAL STATEMENTS

TABLE OF CONTENTS

	Page

CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2011 AND DECEMBER 31, 2010 (UNAUDITED)	F-2

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (UNAUDITED)	F-4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (UNAUDITED)	F-6

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (UNAUDITED)	F-8

F-1

WINLAND OCEAN SHIPPING CORP.

(FORMERLY WINLAND ONLINE SHIPPING HOLDINGS CORPORATION)

AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

ASSETS

	June 30, 2011		December 31, 2010
CURRENT ASSETS
Cash and cash equivalents	$	973,284	$	8,253,476
Accounts receivable		1,601,564		776,034
Inventories		3,784,844		1,771,838
Prepayments		1,651,245		839,708
Other receivables and other assets		614,764		808,520
Due from related parties		2,415,669		1,102,581
Discontinued operations		188,595		7,140,971
Total current assets		11,229,965		20,693,128

Vessels, net		97,734,840		37,452,607
Vessels under construction		-		47,700,567
Fixed assets, net		11,320		9,194
Deferred dry dock fees, net		7,733,987		7,474,734
Discontinued operations		595,877		2,708,107
Total long-term assets		106,076,024		95,345,209

TOTAL ASSETS	$	117,305,989	$	116,038,337

See accompanying notes to condensed consolidated financial statements.

F-2

WINLAND OCEAN SHIPPING CORP.

(FORMERLY WINLAND ONLINE SHIPPING HOLDINGS CORPORATION)

AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

LIABILITIES AND SHAREHOLDERS’ EQUITY

	June 30, 2011		December 31, 2010
CURRENT LIABILITIES
Accounts payable	$	10,291,239	$	7,471,772
Current portion of long-term loans		6,069,244		6,627,576
Current portion of long-term notes payable, net of discount of $2,302,186 and $589,740 at June 30, 2011 and December 31, 2010, respectively		2,822,121		2,906,832
Advance from customers		600,878		854,902
Payroll payable		1,205,137		1,363,287
Payable to ship builder		1,911,682		-
Due to related parties		5,458,314		3,753,933
Other current and accrued liabilities		1,887,689		1,948,030
Discontinued operations		-		3,763,512
Total current liabilities		30,246,304		28,689,844

LONG-TERM LIABILITIES
Long-term loans		43,370,777		40,031,919
Long-term notes payable (including related parties), net of discount of $4,187,405 and $817,430 at June 30, 2011 and December 31, 2010, respectively		13,540,924		14,084,609
Payable to ship builder		3,800,000		2,850,000
Discontinued operations		-		2,961,739
Total long-term liabilities		60,711,701		59,928,267

TOTAL LIABILITIES		90,958,005		88,618,111

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS’ EQUITY
Preferred stock, $0.001 per share; 20,000,000 shares authorized; 0 share issued and outstanding		-		-
Common stock, $0.001 per share; 400,000,000 shares authorized, 195,000,000 shares issued and outstanding		195,000		195,000
Additional paid-in capital		3,257,966		3,257,966
Accumulated other comprehensive income		925,257		919,494
Retained earnings		21,969,761		23,047,766
Total Shareholders’ Equity		26,347,984		27,420,226

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	117,305,989	$	116,038,337

See accompanying notes to condensed consolidated financial statements.

F-3

WINLAND OCEAN SHIPPING CORP.

(FORMERLY WINLAND ONLINE SHIPPING HOLDINGS CORPORATION)

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF

INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010

REVENUES	$	21,316,507		$	18,740,244		$	34,139,960		$	31,963,918

COSTS AND EXPENSES
Vessel operating costs		17,118,213			13,932,367			26,276,040			23,096,945
Depreciation and amortization		1,810,405			1,560,538			3,406,953			3,086,329
General and administrative		438,267			432,614			1,033,445			871,885
Selling		77,009			81,120			163,833			181,334
TOTAL COSTS AND EXPENSES		19,443,894			16,006,639			30,880,271			27,236,493

OTHER EXPENSES

Interest, net		(1,130,436	)		(283,289	)		(1,653,584	)		(573,459	)
Other income (expense), net		38,564			3,906			95,428			(3,389	)

INCOME FROM CONTINUING OPERATIONS		780,741			2,454,222			1,701,533			4,150,577

DISCONTINUED OPERATIONS

Loss from disposition of discontinued operations		-			-			(2,603,403	)		-
Gain (loss) from discontinued operations		164			532,377			(166,753	)		488,256
Income tax expense from discontinued operations		-			(9,069	)		(9,382	)		(17,023	)

NET GAIN (LOSS) FROM DISCONTINUED OPERATIONS		164			523,308			(2,779,538	)		471,233

NET INCOME (LOSS)		780,905			2,977,530			(1,078,005	)		4,621,810

OTHER COMPREHENSIVE INCOME

Foreign currency translation gain		287			17,943			5,763			19,039

COMPREHENSIVE INCOME (LOSS)	$	781,192		$	2,995,473		$	(1,072,242	)	$	4,640,849

See accompanying notes to condensed consolidated financial statements.

F-4

WINLAND OCEAN SHIPPING CORP.

(FORMERLY WINLAND ONLINE SHIPPING HOLDINGS CORPORATION)

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF

INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011			2010

Weighted average shares outstanding
- Basic		195,000,000		195,000,000		195,000,000			195,000,000
- Diluted		195,000,000		195,000,000		195,000,000			195,000,000

Income per share from continuing operations
- Basic	$	0.00	$	0.01	$	0.01		$	0.02
- Diluted	$	0.00	$	0.01	$	0.01		$	0.02

Gain (loss) per share from discontinued operations
- Basic	$	0.00	$	0.00	$	(0.01	)	$	0.00
- Diluted	$	0.00	$	0.00	$	(0.01	)	$	0.00

Net income (loss) per share
- Basic	$	0.00	$	0.02	$	(0.01	)	$	0.02
- Diluted	$	0.00	$	0.02	$	(0.01	)	$	0.02

See accompanying notes to condensed consolidated financial statements.

F-5

WINLAND OCEAN SHIPPING CORP.

(FORMERLY WINLAND ONLINE SHIPPING HOLDINGS CORPORATION)

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended June 30,
	2011			2010

CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(1,078,005	)	$	4,621,810
Net loss (gain) from discontinued operations		2,779,538			(471,233	)
Income from continuing operations		1,701,533			4,150,577

Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation		1,858,353			1,299,079
Amortization of deferred dry dock fees		1,548,600			1,787,250
Amortization of long-term notes payable discount		309,462			357,881

Changes In Operating Assets and Liabilities:

(Increase) Decrease In:
Accounts receivable		(825,530	)		(798,108	)
Inventories		(2,013,006	)		(446,518	)
Prepayments		(811,537	)		(1,151,847	)
Other receivables and other assets		193,756			265,085
Deferred dry dock fees		(1,807,853	)		(1,032,933	)

Increase (Decrease) In:
Accounts payable		2,819,467			795,142
Advance from customers		(254,024	)		1,742,037
Payroll payable		(158,150	)		(38,153	)
Other current and accrued liabilities		(60,343	)		(349,185	)
Proceeds from/(repayments to) related parties		391,293			(3,704,958	)
Net cash provided by continuing operations		2,892,021			2,875,349

Net cash (used in) provided by discontinued operations		(591,502	)		1,893,699

Net cash provided by operating activities		2,300,519			4,769,048

CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for vessels under construction		(5,878,230	)		(18,648,163	)
Purchases of fixed assets		(2,231	)		(4,659	)
Proceeds from disposition of discontinued operations		151,319			-
Net cash used in investing activities		(5,729,142	)		(18,652,822	)

See accompanying notes to condensed consolidated financial statements.

F-6

WINLAND OCEAN SHIPPING CORP.

(FORMERLY WINLAND ONLINE SHIPPING HOLDINGS CORPORATION)

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended June 30,
	2011			2010

CASH FLOWS FROM FINANCING ACTIVITIES:
(Repayments of)/proceeds from long-term loans		(2,919,474	)		735,526
(Repayments of)/proceeds from long-term notes payable		(937,858	)		13,925,643
Net cash (used in) provided by financing activities		(3,857,332	)		14,661,169

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(7,285,955	)		777,395
Effect of exchange rate changes on cash		5,763			19,039
Cash and cash equivalents at beginning of year		8,253,476			1,934,993

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	973,284		$	2,731,427

SUPPLEMENTARY CASH FLOW INFORMATION:
Interest paid	$	1,827,062		$	293,768

SUPPLEMENTARY NON-CASH DISCLOSURES:

1. During the six months ended June 30, 2011, vessels under construction of $62,138,217 were transferred to vessels upon the delivery of vessels Fon Tai and Rui Lee in January and May 2011.

2. During the six months ended June 30, 2011, the payment for vessel Rui Lee of $5,700,000 was facilitated through proceeds from a long-term loan.

See accompanying notes to condensed consolidated financial statements.

F-7

WINLAND OCEAN SHIPPING CORP.

(FORMERLY WINLAND ONLINE SHIPPING HOLDINGS CORPORATION)

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(UNAUDITED)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

Trip Tech, Inc. (“Trip Tech”) was incorporated under the laws of Texas on November 17, 2006. On September 23, 2008, Trip Tech changed its name to Winland Online Shipping Holdings Corporation. On March 22, 2011, Winland Online Shipping Holdings Corporation changed its name to Winland Ocean Shipping Corp. (“WLOL”).

On March 31, 2008, the Company entered into exclusive technical service agreements with (a) Dalian Winland International Shipping Agency Co., Ltd. (“DWIS”), a People’s Republic of China (“PRC”) company whose principal activities include shipping agency services, booking cargo space, storage of goods and declaration of customs, (b) Dalian Winland International Logistic Co., Ltd. (“DWIL”), a PRC company whose principal activities included freight forwarding services logistics shipping agency services and (c) Dalian Shipping Online Network Co., Ltd. (“Shipping Online” or “DSON”), a PRC company whose principal activities are providing online services to its members. Under the agreement, the Company provides technical and other services to DWIS, DWIL and DSON in exchange for substantially all net income of DWIS, DWIL and DSON. All voting rights of DWIS, DWIL and DSON are assigned to the Company, and the Company has the right to appoint all directors and senior management personnel of DWIS, DWIL and DSON. In addition, shareholders of DWIS, DWIL and DSON have pledged their equity interests in DWIS, DWIL and DSON as collateral to the Company for the non-payment of the fees for technical and other services due to the Company. DWIS, DWIL and DSON became the Company’s VIEs.

On August 12, 2008, WLOL entered into a share exchange agreement with SkyAce Group Limited (“SkyAce”) and Pioneer Creation Holdings Limited (“PCH”). PCH is the sole shareholder of SkyAce. As a result of the share exchange, WLOL acquired all of the issued and outstanding securities of SkyAce from PCH in exchange for 115,387,500 newly-issued shares of WLOL’s common stock, par value $0.001 per share and 1,000,000 shares of Series A Preferred Stock, which such Preferred Shares would be converted into 45,000,000 shares of Common upon WLOL amending its Articles of Incorporation to sufficiently increase the number of authorized shares of Common Stock in order to effect such issuance. SkyAce became a wholly-owned subsidiary of WLOL. At the time of the merger, WLOL had 34,612,500 shares of common stock. On September 23, 2008, the authorized shares were increased to 200,000,000 shares. On Octobers 23, 2008, 1,000,000 shares of preferred stock, par value of $0.001 were converted into 45,000,000 shares of common stock. As a result, the total outstanding shares of common stock increased to 195,000,000, and PCH owned 82.25% of the voting capital stock of WLOL.

On February 16, 2011, the Company terminated the technical service agreements with DWIS, DWIL and DSON. The operating results of DWIS, DWIL and DSON have been presented as discontinued operations for the six months ended June 30, 2011 and 2010 and as of December 31, 2010.

On March 28, 2011, the Company declared to (i) effect a 1.5-for-1 forward stock split of the Company’s common stock; (ii) increase the number of authorized shares of common stock from 200,000,000 shares to 400,000,000 shares. As a result, all the amounts in the accompanying condensed consolidated financial statements have been restated to give effect to the 1.5-for-1 forward stock split.

WLOL and subsidiaries (the “Company”) are mainly engaged in ocean transportation of dry bulk cargoes worldwide through the ownership and operation of dry bulk vessels and chartering brokerage services.

2. LIQUIDITY

The Company had a working capital deficit of $19,016,339 as of June 30, 2011. To increase the working capital, the Company sold vessel Win Glory for $1,700,000 on August 6, 2011. Also see Notes 11 and 14. The Company executed a contract to sell vessel Win Star for $3,278,451 on July 29, 2011. Also see Note 14. To improve liquidity, the Company obtained written commitments from certain shareholders and related parties to provide working capital to the Company, if needed, in the form of notes payable or personal loans.

F-8

WINLAND OCEAN SHIPPING CORP.

(FORMERLY WINLAND ONLINE SHIPPING HOLDINGS CORPORATION)

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(UNAUDITED)

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation

The unaudited condensed consolidated financial statements of Winland Ocean Shipping Corp. have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and pursuant to the requirements for reporting on Form 10-Q, Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. However, the information included in these interim financial statements reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for the fair presentation of the consolidated financial position and the consolidated results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full year. The condensed consolidated balance sheet information as of December 31, 2010 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K. These interim financial statements should be read in conjunction with that report.

(b) Principles of Consolidation

The condensed consolidated financial statements include the accounts of WLOL and its subsidiaries (the Company”) as of June 30, 2011 as follows:

I. Subsidiaries and Holding Companies:

a)	SkyAce is a wholly-owned subsidiary of WLOL and incorporated under the law of British Virgin islands (“BVI”).

b)	Plentimillion Group Limited (“PGL”) is a wholly-owned subsidiary of SkyAce and incorporated in BVI.

c)	Best Summit Enterprise Limited (“BSL”) is a wholly-owned subsidiary of SkyAce and incorporated in BVI.

d)	Hong Kong Wallis Development Limited (“Wallis”) is registered in Hong Kong and is a wholly-owned subsidiary of BSL.

e)	Beijing Huate Xingye Technology Limited (“Huate”) is registered in PRC on March 18, 2008 and is a wholly-owned subsidiary of Wallis.

II. Subsidiaries of PGL - Businesses in dry bulk shipping and chartering brokerage:

f)	Winland Shipping Co., Limited, is registered in Hong Kong.

g)	Win Star Shipping Co., Limited, is incorporated and registered in St. Vincent and the Grenadines (“S.V.G.”).

h)	Bodar Shipping Co., Limited, is incorporated and registered in S.V.G.

i)	Winland Dalian Shipping S.A. is incorporated in Panama and registered in Hong Kong,

j)	Treasure Way Shipping Limited is incorporated and registered in Hong Kong.

k)	Win Eagle Shipping Co., Limited, is incorporated and registered in Valletta, Malta.

l)	Win Ever Shipping Co., Limited, is incorporated and registered in Valletta, Malta.

F-9

WINLAND OCEAN SHIPPING CORP.

(FORMERLY WINLAND ONLINE SHIPPING HOLDINGS CORPORATION)

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(UNAUDITED)

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(b) Principles of Consolidation (Continued)

II. Subsidiaries of PGL - Businesses in dry bulk shipping and chartering brokerage (Continued):

m)	Win Bright Shipping Co., Limited, is incorporated and registered in Valletta, Malta.

n)	Kinki International Industrial Limited is registered in Hong Kong, managing chartering brokerage business of vessels.

o)	Bestline Shipping Limited is registered in Hong Kong, managing chartering brokerage business of vessels.

p)	Lancrusier Development Co., Limited is registered in Hong Kong, management and accounting of the above companies.

q)	Win Glory S.A. is incorporated in Panama, registered in Hong Kong.

r)	Win Grace Shipping Co., Limited is incorporated and registered in Malta.

s)	Win Hope Shipping Co., Limited is incorporated and registered in Malta.

t)	Win Moony Shipping Co., Limited is incorporated and registered in Malta.

u)	Bodar Shipping S.A. is incorporated and registered in Panama.

v)	Win Moony Shipping S.A. is incorporated and registered in Panama.

w)	Bao Shun Shipping S.A. is incorporated and registered in Panama.

x)	Winland International Shipping Co., Limited is incorporated and registered in Hong Kong.

y)	Kin Ki International Industrial Limited is incorporated and registered in BVI.

z)	Fon Tai Shipping Co., Limited is incorporated and registered in Hong Kong.

aa)	Won Lee Shipping Co., Limited is incorporated and registered in Hong Kong.

bb)	Win Ever Shipping S.A. is incorporated and registered in Panama.

cc)	Win Bright Shipping S.A. is incorporated and registered in Panama.

Inter-company accounts and transactions have been eliminated in consolidation.

F-10

WINLAND OCEAN SHIPPING CORP.

(FORMERLY WINLAND ONLINE SHIPPING HOLDINGS CORPORATION)

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(UNAUDITED)

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(c)	Concentrations

The Company’s major customer who accounted for the following percentages of total revenues and account receivable are as follows:

	Revenues					Account Receivable
Major Customers	For The Six Months Ended June 30, 2011			For The Six Months Ended June 30, 2010		June 30, 2011			December 31, 2010
G U Shipping Pte., Ltd.		19.95	%		-		5.21	%		14.64	%

The Company’s major oil suppliers who accounted for the following percentages of total oil purchases and total accounts payable are as follows:

	Oil Purchases						Accounts Payable
Major Suppliers	For The Six Months Ended June 30, 2011			For The Six Months Ended June 30, 2010			June 30, 2011			December 31, 2010
A/S Dan-Bunkering Ltd.		17.4	%		27.24	%		-			0.35	%
Seabridge Bunkering Pte Ltd.		12.33	%		-			1.63	%		-
Chimbusco Pan Nation Petro-Chemical Co., Ltd.		15.8	%		-			5.73	%		1.32	%

(d)	Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. Actual results could differ materially from those estimates.

F-11

WINLAND OCEAN SHIPPING CORP.

(FORMERLY WINLAND ONLINE SHIPPING HOLDINGS CORPORATION)

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(UNAUDITED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(e)	Fair Value of Financial Instruments

Fair Value of Financial Instruments - FASB (Financial Accounting Standards Board) ASC 820-10 (Accounting Standards Codification: Fair Value Measurements and Disclosures) establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

(I)	Level 1—defined as observable inputs such as quoted prices in active markets;

(II)	Level 2—defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

(III)

Level 3—defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Cash and cash equivalents consist primarily of high rated money market funds at a variety of well-known PRC and international institutions with original maturities of three months or less. The original cost of these assets approximates fair value due to their short-term maturity.

The carrying amounts of other financial assets and liabilities, such as accounts receivable, prepayments, other receivables and other assets, due from related parties, accounts payable, current portion of long-term bank loans and notes payable, advance from customers, payroll payable, payable to ship builder, due to related parties and other payables and accrued liabilities approximate their fair values because of the short maturity of these instruments. The fair value of the Company’s long-term bank loans and notes payable is estimated based on the current rates offered to the Company for debt of similar terms and maturities. Under this method, the Company’s fair value of long-term bank loans and notes payable was not significantly different from the carrying value at June 30, 2011.

(f)	Revenue Recognition

Revenue is recognized based on the following four criteria:

(I)	The amount of revenue can be measured reliably;

(II)	It is probable that the economic benefits will flow to the Company;

(III)

The stage of completion at the balance sheet date can be measured reliably;

(IV)	The costs incurred, or to be incurred can be measured reliably.

For dry bulk shipping service, the allocation of revenue between reporting periods is based on relative transit time in each reporting period with expenses recognized as incurred.

For chartering brokerage services, sales are recognized when the ship leaves port.

F-12

WINLAND OCEAN SHIPPING CORP.

(FORMERLY WINLAND ONLINE SHIPPING HOLDINGS CORPORATION)

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(UNAUDITED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(g)	Income Tax

Winland Shipping Co., Limited, Treasure Way Shipping Limited, Kinki International Industrial Limited, Bestline Shipping Limited, Lancrusier Development Co., Limited, Winland International Shipping Co., Limited, Fon Tai Shipping Co., Limited and Won Lee Shipping Co., Limited are incorporated and registered in Hong Kong. All the income derived from these companies is exempt from income tax under the local tax law; there is no income tax expense for the six months ended June 30, 2011 and 2010.

Win Star Shipping Co., Limited and Bodar Shipping Co., Limited are incorporated and registered in S.V.G. Win Eagle Shipping Co., Limited, Win Ever Shipping Co., Limited, and Win Bright Shipping Co., Limited are incorporated and registered in Valletta, Malta. These five companies obtained tax exemptions from the local governments, so they did not have any tax expense for the six months ended June 30, 2011 and 2010. Winland Dalian Shipping S.A. and Win Glory S.A. are incorporated in Panama and are registered in HongKong. Win Grace Shipping Co., Limited, Win Hope Shipping Co., Limited, Win Moony Shipping Co., Limited are incorporated and registered in Valletta, Malta. Bodar Shipping S.A., Win Moony Shipping S.A., Bao Shun Shipping S.A., Win Bright Shipping S.A. and Win Ever Shipping S.A. are incorporated and registered in Panama. Kin Ki International Industrial Limited is incorporated and registered in BVI. Since these companies are exempt from income tax under the local tax law, they did not have any income tax for the six months ended June 30, 2011 and 2010.

(h)	Earnings (Loss) Per Share

Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company does not have dilutive securities for the six months ended June 30, 2011 and 2010.

(i)	Foreign Currency Translation

Assets and liabilities of foreign subsidiaries are translated into United States dollars at currency exchange rates in effect at period-end and revenues and expenses are translated at average exchange rates in effect for the period. Gains and losses resulting from foreign currency transactions are included in results of operations. Gains and losses resulting from translation of foreign subsidiaries balance sheets are included as a separate component of shareholders’ equity.

		June 30, 2011				December 31, 2010				June 30, 2010
Period end RMB: US$ exchange rate			6.4635				6.6118				6.8086

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Average period RMB: US$ exchange rate		6.4999		6.8224		6.5399		6.8229

F-13

WINLAND OCEAN SHIPPING CORP.

(FORMERLY WINLAND ONLINE SHIPPING HOLDINGS CORPORATION)

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(UNAUDITED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(j)	Comprehensive Income (Loss)

Comprehensive income (loss) is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income (loss) should be reported in a financial statement that is presented with the same prominence as other financial statements. The Company’s only component of comprehensive income (loss) is the foreign currency translation adjustment.

(k)	Reporting Segments

Accounting standards require public business enterprises to report information about each of their operating business segments that exceed certain quantitative threshold or meet certain other reporting requirements. Operating business segments have been defined as a component of an enterprise about which separate financial information is available and is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has determined that there are two reportable segments: (1) Dry bulk shipping and (2) Chartering brokerage.

Dry Bulk Shipping Service - Dry bulk shipping service operates a fleet of twelve vessels that provides marine shipping services for dry and liquid bulk cargo shipping. The segment contributed 56% and 64% of combined operating revenues for the six months ended June 30, 2011 and 2010, respectively.

Chartering Brokerage Service - Chartering brokerage service provides ship chartering services for shipping companies and shippers. The segment contributed 44% and 36% of consolidated operating revenues for the six months ended June 30, 2011 and 2010, respectively.

Also see Note 12.

(l)	New Accounting Pronouncements

No new accounting pronouncement has been adopted that will have a material effect on the condensed consolidated financial statements.

F-14

WINLAND OCEAN SHIPPING CORP.

(FORMERLY WINLAND ONLINE SHIPPING HOLDINGS CORPORATION)

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(UNAUDITED)

4. VESSELS

The Company’s current fleet consists of thirteen vessels as bulk carriers as of June 30, 2011 and December 31, 2010. Two vessels denoted (a) were acquired through the long-term loans, also see Note 7; three vessels denoted (b) were acquired through the long-term loans and long-term notes payable, also see Notes 7 and 8.

The vessels of the Company consist of the following:

		June 30, 2011		December 31, 2010
At cost:
Win Hope		$	2,679,285	$	2,679,285
Win Ever			1,737,966		1,737,966
Win Bright			1,739,258		1,739,258
Win Eagle			3,560,852		3,560,852
Win Grace			3,677,861		3,677,861
Win Moony			3,682,178		3,682,178
Win Star			3,336,600		3,336,600
Winland Dalian	(a)		18,243,139		18,243,139
Win Honey	(a)		4,500,000		4,500,000
Bodar			4,985,441		4,985,441
Baoshun	(b)		20,881,125		20,881,125
Fon Tai	(b)		30,986,337		-
Rui Lee	(b)		31,151,880		-
		$	131,161,922	$	69,023,705

		June 30, 2011		December 31, 2010
Less: Accumulated depreciation
Win Hope		$	2,371,166	$	2,250,597
Win Ever			1,564,169		1,564,169
Win Bright			1,565,332		1,565,332
Win Eagle			3,204,767		3,204,767
Win Grace			3,310,075		3,310,075
Win Moony			3,313,961		3,313,961
Win Star			3,002,940		3,002,940
Winland Dalian	(a)		6,385,099		5,837,805
Win Honey	(a)		1,902,656		1,776,094
Bodar			4,486,897		4,486,897
Baoshun	(b)		1,761,845		1,258,461
Fon Tai	(b)		464,795		-
Rui Lee	(b)		93,380		-
		$	33,427,082	$	31,571,098
Vessels, net		$	97,734,840	$	37,452,607

Vessel depreciation expense for the six months ended June 30, 2011 and 2010 was $1,855,984 and $1,297,809, respectively.

F-15

WINLAND OCEAN SHIPPING CORP.

(FORMERLY WINLAND ONLINE SHIPPING HOLDINGS CORPORATION)

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(UNAUDITED)

4. VESSELS (CONTINUED)

The Company pledged the following vessels as collateral against long-term loans. Also see Note 7.

	June 30, 2011		December 31, 2010
Net Book Value
Winland Dalian	$	11,858,040	$	12,405,334
Win Honey		2,597,344		2,723,906
Baoshun		19,119,280		19,622,664
Fon Tai		30,521,542		-
Rui Lee		31,058,500		-
Total	$	95,154,706	$	34,751,904

Insurance Costs:

There are four kinds of marine insurance for the Company which insures the vessels and shipping business as follows:

			Premium Expense
Insurance	Coverage		For The Six Months Ended June 30,
			2011		2010
Hull insurance	$	140,530,000	$	529,930	$	498,719
Protection & indemnity insurance		8,000,000		559,246		487,628
Freight demurrage and defense insurance		59,680,000		52,964		44,980
Delay insurance				46,355		53,014
Total			$	1,188,495	$	1,084,341

Insurance costs are amortized on a straight-line basis over the beneficial periods and are recorded in vessel expenses in the condensed consolidated statements of (loss) income and comprehensive (loss) income for the six months ended June 30, 2011 and 2010. Premium expenses were $1,188,495 and $1,084,341 for the six months ended June 30, 2011 and 2010, respectively. The prepayment for insurance was $31,696 and $0 as of June 30, 2011 and December 31, 2010, respectively.

F-16

WINLAND OCEAN SHIPPING CORP.

(FORMERLY WINLAND ONLINE SHIPPING HOLDINGS CORPORATION)

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(UNAUDITED)

5. DEFERRED DRY DOCK FEES

Deferred dry dock fees consist of the following:

	June 30, 2011		December 31, 2010
Cost	$	16,620,506	$	14,812,650
Less: Accumulated amortization		8,886,519		7,337,916
Deferred dry dock fees, net	$	7,733,987	$	7,474,734

Amortization expense for the next five years and thereafter is as follows:

Periods Ended June 30,	Amount
2012	$	3,184,972
2013		2,170,679
2014		1,372,680
2015		674,590
2016		331,066
Total	$	7,733,987

The roll-forward of the beginning and ending balance of deferred dry dock fees consist of the following:

	June 30, 2011			December 31, 2010
Beginning balance	$	7,474,734		$	9,143,460
Addition of deferrals		1,807,853			1,627,004
Less: Amortization expense		(1,548,600	)		(3,295,730	)
Deferred dry dock fees, net	$	7,733,987		$	7,474,734

The Company’s vessels are required to be drydocked approximately every 60 months for major repairs and maintenance that cannot be performed while the vessels are operating. The Company defers the costs associated with the drydockings as they occur and amortizes these costs on a straight-line basis over the period between drydockings. Cost deferred as part of a vessel’s drydocking include actual costs incurred at the drydocking yard, cost of travel, lodging and subsistence of personnel sent to the drydocking site to supervise, and the cost of hiring a third party to oversee the drydocking. If the vessel is drydocked earlier than originally anticipated, any remaining deferred drydock costs that have not been amortized are expensed at the beginning of the next drydock. Amortization expense for drydocking for the six months ended June 30, 2011 and 2010 was $1,548,600 and $1,787,250, respectively. All other costs incurred during drydocking are expensed as incurred.

F-17

WINLAND OCEAN SHIPPING CORP.

(FORMERLY WINLAND ONLINE SHIPPING HOLDINGS CORPORATION)

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(UNAUDITED)

6. DUE FROM/TO RELATED PARTIES

Due from/to related parties consist of the following:

(I) Due From Related Parties			June 30, 2011		December 31, 2010
Winland Container Lines Ltd.	a	)	$	2,334,611	$	1,088,359
Dalian Winland Shipping Co., Ltd	b	)		13,953		14,222
Dalian Winland Group Co., Ltd	c	)		5,238		-
Winland Shipping Japan Co., Ltd	e	)		61,867		-
Total due from related parties			$	2,415,669	$	1,102,581

(II) Due To Related Parties			June 30, 2011		December 31, 2010
Dalian Winland Group Co., Ltd	c	)	$	-	$	2,194,746
Dalian Master Well Ship Management Co., Ltd	d	)		252,246		28,824
Winland Shipping Japan Co., Ltd	e	)		-		6,803
Rich Forth Investment Limited	f	)		1,453		1,523,560
DWIS	g	)		1,068,023		-
DWIL	h	)		4,118,006		-
DSON	i	)		18,586		-
Total due to related parties			$	5,458,314	$	3,753,933

Winland Container Lines Ltd. is controlled by the relatives of the Chairman and Chief Executive Officer of the Company. The Company provided shipping agency and freight forwarding services to Winland Container Lines Ltd. For the six months ended June 30, 2011 and 2010, the Company recognized charter income for the vessel Winland Dalian of $0 and $153,507, respectively; the Company recognized service revenues of $928,560 and $962,039, respectively. For the six months ended June 30, 2011 and 2010, the Company paid $15,077,611 and $14,282,873 of expenses to ports, and received $14,759,918 and $14,084,577 of payments from ports on behalf of Winland Container Lines Ltd., respectively. The outstanding balances at June 30, 2011 and December 31, 2010 are interest-free, unsecured and they were subsequently settled.

Dalian Winland Shipping Co., Ltd (“DWSC”) is controlled by the Chairman and Chief Executive Officer of the Company. It operates as a vessel management company for the Company. It operated one vessel for the Company for the six months ended June 30, 2011 and 2010. The vessel management fees were $2,357 and $9,000 for the six months ended June 30, 2011 and 2010, respectively. The rental fees for the offices of the Company were $22,920 and $0 for the six months ended June 30, 2011 and 2010, respectively. For the six months ended June 30, 2011 and 2010, on behalf of DWSC, the Company paid $1,993,573 and $9,000, and received $1,968,565 and $0, respectively. The outstanding balances at June 30, 2011 and December 31, 2010 are interest-free, unsecured and have no fixed repayment term.

F-18

WINLAND OCEAN SHIPPING CORP.

(FORMERLY WINLAND ONLINE SHIPPING HOLDINGS CORPORATION)

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(UNAUDITED)

6. DUE FROM/TO RELATED PARTIES (CONTINUED)

Dalian Winland Group Co., Ltd (“DWIG”) is controlled by the Chairman and Chief Executive Officer of the Company. DWIG collected $6,588,674 and $5,270,054 on behalf of the Company for the six months ended June 30, 2011 and 2010, respectively. DWIG paid $4,388,692 and $5,187,211 on behalf of the Company for the six months ended June 30, 2011 and 2010, respectively. The outstanding balances at June 30, 2011 and December 31, 2010 are interest-free, unsecured and have no fixed repayment term.

Dalian Master Well Ship Management Co., Ltd is controlled by the Chairman and Chief Executive Officer of the Company. It operates as the vessel management company for the Company. The vessel management fees for the six months ended June 30, 2011 and 2010 were $110,400 and $117,000, respectively. The Company collected $113,022 and $10,688 on behalf of Dalian Master Well Ship Management Co., Ltd. for the six months ended June 30, 2011 and 2010, respectively. The outstanding balances at June 30, 2011 and December 31, 2010 are interest-free, unsecured, and have no fixed repayment term.

Winland Shipping Japan Co., Ltd is controlled by the Chairman and Chief Executive Officer of the Company. The Company recognized relevant agency service fees of $0 and $30,743 for the six months ended June 30, 2011 and 2010, respectively. The Company paid $72,870 and $74,463, and received $4,200 and $28,261 on behalf of Winland Shipping Japan Co., Ltd. for six months ended June 30, 2011 and 2010, respectively. The outstanding balances at June 30, 2011 and December 31, 2010 are interest-free, unsecured and have no fixed repayment term.

Rich Forth Investment Limited is controlled by relatives of the Chairman and Chief Executive Officer of the Company. It operates as a vessel management company for the Company. The vessel management fee was $46,800 and $25,200 for the six months ended June 30, 2011 and 2010, respectively. The Company paid $5,690,433 and $5,792, and collected $3,920,086 and $86,995 for the six months ended June 30, 2011 and 2010, respectively. The Company recognized interest expense for long-term notes payable of $201,440 and $32,856 for the six months ended June 30, 2011 and 2010, respectively. The outstanding balances at June 30, 2011 and December 31, 2010 are interest-free, unsecured and have no fixed repayment term. Also see Note 8 for long-term notes payable to related parties.

DWIS is controlled by the Chairman and Chief Executive Officer of the Company. On February 16, 2011, DWIS was disposed by the Company. DWIS provided shipping agency services to the Company. During February 2011 to June 30, 2011, the Company recognized agency fees for agency services of $56,675, and paid $143,295 and collected $1,094,536 on behalf of DWIS. The outstanding balance at June 30, 2011 is interest-free, unsecured and has no fixed repayment term. Also see Note 11.

DWIL is controlled by the Chairman and Chief Executive Officer of the Company. On February 16, 2011, DWIL was disposed by the Company. During February 2011 to June 30, 2011, the Company paid $45,276 and collected $339,413 on behalf of DWIL. The outstanding balance at June 30, 2011 is interest-free, unsecured and has no fixed repayment term. Also see Note 11.

DSON is ultimately controlled by the Chairman and Chief Executive Officer of the Company. On February 16, 2011, DSON was disposed of by the Company. During February 2011 to June 30, 2011, the Company paid $19,950 and collected $19,950 on behalf of DSON. The outstanding balance at June 30, 2011 is interest-free, unsecured and has no fixed repayment term. Also see Note 11.

F-19

WINLAND OCEAN SHIPPING CORP.

(FORMERLY WINLAND ONLINE SHIPPING HOLDINGS CORPORATION)

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(UNAUDITED)

7. LONG-TERM LOANS

Long-term loans consist of the following:

	June 30, 2011		December 31, 2010
Loans from Dialease Maritime S.A.:
Due on August 1, 2011, monthly interest payment is at 1-month USD LIBOR plus 1.75% per annum (1.99% at June 30, 2011), secured by the vessel Winland Dalian (also see Note 4), assignment of insurance of the vessel, and guaranteed by the Chairman of the Company. Principal is repaid every month in 72 equal installments from September 2005.	$	351,960	$	1,407,792

Due on July 21, 2012, monthly interest payment is at 1-month USD LIBOR plus 1.75% per annum (1.98% at June 30, 2011), secured by the vessel Win Honey (also see Note 4), assignment of insurance of the vessel, and guaranteed by the Chairman of the Company. Principal is repaid every month in 72 equal installments from August 2006.		758,294		1,108,298

Term of the loan is 7 years with interest at the 1-month JPY LIBOR plus 2.30% per annum (2.44% at June 30, 2011), monthly payment of principal is fixed at $109,773, initial payment on October 24, 2009, secured by the vessel Baoshun (also see Note 4).		12,184,767		12,843,405

Loan facility of $37,000,000 from China Merchants Bank:
Drawdown from the loan facilities due on September 21, 2012, with interest rate at the 3-month USD LIBOR plus 1.5% per annum (1.809% at June 30, 2011), plus the annual fee of 2% of average daily outstanding balance. The principal payment is fixed at $497,500 quarterly, starting September 21, 2011, with final payment of $995,000 on May 5, 2021. The interest is accrued from June 29, 2010 and paid quarterly starting December 21, 2010 till the principal is paid. The loan is secured by the vessel Rui Lee, and guaranteed by the Chairman and the CEO of the Company (also see Note 4).		16,245,000		14,200,000

Drawdown from the loan facilities due on June 21, 2014, with interest rate at the 3-month USD LIBOR plus 1.5% per annum (1.809% at June 30, 2011), plus the annual fee of 2% of average outstanding balance . The principal payment is fixed at $427,500 quarterly, starting March 21, 2011, with final payment of $427,500 due June 21, 2014. The interest is accrued from July 9, 2010 and paid quarterly starting December 21, 2020 till the principal payoff. The loan is secured by the vessel Fon Tai, and guaranteed by the Chairman and the CEO of the Company (also see Note 4).		19,900,000		17,100,000

Total long-term loans		49,440,021		46,659,495

Less: Current portion		6,069,244		6,627,576

Long-term portion	$	43,370,777	$	40,031,919

Interest expense for the six months ended June 30, 2011 and 2010 was $708,695 and $215,578, respectively.

F-20

WINLAND OCEAN SHIPPING CORP.

(FORMERLY WINLAND ONLINE SHIPPING HOLDINGS CORPORATION)

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(UNAUDITED)

7. LONG-TERM LOANS (CONTINUED)

The interest on the loan facility which was used to build the vessels Fon Tai and Rui Lee was capitalized as part of vessels upon the vessel delivery. For the six months ended June 30, 2011, the interest capitalized as vessels was $99,692.

The repayment schedule for the principal amount of long-term loans is as follows:

Periods Ended June 30,	Amount
2012	$	6,069,244
2013		5,075,562
2014		5,017,276
2015		5,017,276
2016		5,017,276
Thereafter		23,243,387
Total	$	49,440,021

F-21

WINLAND OCEAN SHIPPING CORP.

(FORMERLY WINLAND ONLINE SHIPPING HOLDINGS CORPORATION)

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(UNAUDITED)

8.	LONG-TERM NOTES PAYABLE

Long-term notes payable consists of the following:

			June 30, 2011		December 31, 2010
Notes payable to unrelated party:
Sea Carrier Shipping Co., Ltd., net of discount of $1,097,708 and $1,407,170 at June 30, 2011 and December 31, 2010, respectively, due September 25, 2014, fixed repayment of $2,897 per day, monthly payment due one month in advance.	a	)	$	2,326,545	$	2,541,441

Sea Carrier Shipping Co., Ltd., due March 31, 2016, net of discount of $2,695,933 and $0 at June 30, 2011 and December 31, 2010. Started from April 1, 2011, fixed repayment of $3,718 per day, due at month end.	b	)		3,750,750		3,850,000

Sea Carrier Shipping Co., Ltd., due March 31, 2016, net of discount of $2,695,950 and $0 at June 30, 2011 and December 31, 2010. Started from April 1, 2011, fixed repayment of $3,718 per day, due at month end.	c	)		3,750,750		3,850,000

Subtotal				9,828,045		10,241,441

Notes payable to related party:
Rich Forth Investment Limited, due March 31, 2016, monthly interest at an interest rate of 5.841% on unpaid principal balance per annum paid from June 1, 2010 to March 31, 2016. Beginning June 30, 2011, interest payment and fixed $215,000 repayment of principal paid quarterly.	f	)		4,085,000		4,300,000

Rich Forth Investment Limited, due June 30, 2016, monthly interest at an interest rate of 5.841% on unpaid principal balance per annum paid from June 1, 2010 to June 30, 2016. Beginning September 30, 2011, interest payment and fixed $122,500 repayment of principal paid quarterly.	g	)		2,450,000		2,450,000

Subtotal				6,535,000		6,750,000

Total long-term notes payable				16,363,045		16,991,441

Less: Current portion				2,822,121		2,906,832

Long-term portion			$	13,540,924	$	14,084,609

The long-term note denoted a) was used to purchase the vessel Baoshun (see Note 4). The amortization of discount on this long-term note for the six months ended June 30, 2011 and 2010 was $309,462 and $357,881, respectively.

F-22

WINLAND OCEAN SHIPPING CORP.

(FORMERLY WINLAND ONLINE SHIPPING HOLDINGS CORPORATION)

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(UNAUDITED)

8.	LONG-TERM NOTES PAYABLE (CONTINUED)

The long-term notes denoted b) and f) were used to build the vessel Fon Tai which was delivered on January 10, 2011. The interest on these long-term notes before the delivery was capitalized and expensed afterwards. For the six months ended June 30, 2011, the capitalized interest on these long-term notes was $19,874, and expensed interest on these long-term notes was $463,020.

The long-term notes denoted c) and g) were used to build the vessel Rui Lee which was delivered on May 5, 2011. The interest on these long-term notes before the delivery was capitalized and expensed afterwards. For the six months ended June 30, 2011, the capitalized interest on these long-term notes was $253,698, and expensed interest on these long-term notes was $172,407.

The repayment schedule for long-term notes payable is as follows:

Periods Ended June 30,	Amount
2012	$	2,822,121
2013		3,234,267
2014		3,762,614
2015		3,568,053
2016		2,975,990
Total	$	16,363,045

9.	PAYABLE TO SHIP BUILDER

Upon the vessel Fon Tai’s delivery on January 10, 2011, the balance of $2,850,000 payable to ship builder will be repaid annually in three equal installments of $950,000, starting from January 9, 2012.

Upon the vessel Rui Lee’s delivery on May 5, 2011, the balance of $2,850,000 payable to ship builder will be repaid annually in three equal installments of $950,000, starting from May 4, 2012.

10.	COMMITMENTS

Lease Commitments

The Company leases office space under operating leases. Lease expense was $34,479 and $32,916 for the six months ended June 30, 2011 and 2010, respectively.

As of June 30, 2011, future minimum payments required under non-cancelable leases are:

Period Ended June 30,	Amount
2012	$	31,106
Total	$	31,106

F-23

WINLAND OCEAN SHIPPING CORP.

(FORMERLY WINLAND ONLINE SHIPPING HOLDINGS CORPORATION)

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(UNAUDITED)

11.	DISCONTINUED OPERATIONS

(a)	Disposition of VIEs

On February 16, 2011, the Company ultimately and voluntarily entered into a Termination of Services Agreement with the VIEs (DWIS, DWIL and DSON) and the stockholders of the VIEs. The stockholders of the VIEs paid the Company a termination fee of RMB1,000,000 ($151,319) as consideration. The Company considers the operations of VIEs as discontinued operations.

The results of discontinued operations are presented as net amounts in the condensed consolidated statements of loss with prior period restated to conform to the current presentation. Selected operating results for discontinued operations of DWIS, DWIL and DSON are presented as follows:

	Six Months Ended June 30,
	2011			2010
Revenue	$	589,713		$	3,562,344
Costs and expenses		(702,644	)		(2,113,083	)
Income tax expense		(9,382	)		(17,023	)
Other operating expenses		-			(844,961	)
(Loss) income from discontinued operations	$	(122,313	)	$	587,277

The following represents the assets and liabilities of discontinued operations at the date of the disposition:

	February 16, 2011
Assets:
Cash and cash equivalents	$	3,266,836
Accounts receivable		2,231,363
Other current assets		4,376,091

Vessel, net		1,758,770
Other long-term assets		126,101

Total assets		11,759,161

Liabilities:
Accounts payable		811,631
Short-term bank loan		1,513,936
Other current liabilities		3,717,133

Long-term notes payable		2,961,739

Total liabilities		9,004,439

Total net assets disposed		2,754,722
Consideration		151,319
Loss on disposition	$	2,603,403

F-24

WINLAND OCEAN SHIPPING CORP.

(FORMERLY WINLAND ONLINE SHIPPING HOLDINGS CORPORATION)

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(UNAUDITED)

11.	DISCONTINUED OPERATIONS (CONTINUED)

(a)	Disposition of VIEs (Continued)

The following is the unaudited proforma net income and basic net income per share of the Company for the six months ended June 30, 2011 and 2010 assuming the termination of VIEs was completed on January 1, 2011 and 2010, respectively:

	Six Months Ended June 30,
	2011		2010
Net income	$	1,647,711	$	4,034,533
Basic and diluted net income per share	$	0.01	$	0.02

(b)	Disposition of Vessel Win Glory

On June 10, 2011, the Company signed a Memorandum of Agreement (“MOA”) with Pacific Pty., Ltd., Belize (“Buyer”) to sell the vessel Win Glory for $1,700,000. The vessel Win Glory was delivered to the buyer on August 6, 2011. Also see Notes 2 and 14. In accordance with ASC 205-20 (formerly SFAS 144, Accounting for the Impairment or Disposal of Long-lived Assets), the results of operations of Win Glory were presented separately as discontinued operations in the condensed consolidated statement of loss for the six months ended June 30, 2011 and 2010 with the prior period restated to conform to the current presentation as follows:

	Six Months Ended June 30,
	2011			2010
Revenue	$	1,054,897		$	457,992
Costs and expenses		1,108,719			574,036
Loss from discontinued operation	$	(53,822	)	$	(116,044	)

The assets of the discontinued operation were presented separately in the condensed consolidated balance sheet at June 30, 2011 and December 31, 2010 as follows:

	June 30, 2011		December 31, 2010
Assets:
Other current assets	$	188,595	$	90,215

Vessel, net		250,369		250,369
Other long-term assets		345,508		416,977
Total assets	$	784,472	$	757,561

The following is the unaudited proforma net income and basic net income per share of the Company for the six months ended June 30, 2011 and 2010 assuming selling the vessel was completed on January 1, 2011 and 2010, respectively:

	Six Months Ended June 30,
	2011			2010
Net (loss) income	$	(1,024,183	)	$	4,737,854
Basic and diluted net (loss) income per share	$	(0.01	)	$	0.02

F-25

WINLAND OCEAN SHIPPING CORP.

(FORMERLY WINLAND ONLINE SHIPPING HOLDINGS CORPORATION)

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(UNAUDITED)

12.	SEGMENT INFORMATION

The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer who, as of June 30, 2011, reviews the results of the operating segments when making decisions about allocating resources and assessing performance. The segments are: (1) Dry bulk shipping and (2) Chartering brokerage.

The Company's segment information for the six months ended June 30, 2011 and as of December 31, 2010 is as follows:

Six Months Ended June 30, 2011	Dry Bulk Shipping			Chartering Brokerage		Corporate and Eliminations			Consolidated
Sales to unaffiliated customers	$	19,078,039		$	15,094,117	$	(32,196	)	$	34,139,960
Intersegment sales		-			286,019		(286,019	)		-
Net sales		19,078,039			15,380,136		(318,215	)		34,139,960
Costs		13,400,492			13,193,763		(318,215	)		26,276,040
Depreciation and amortization		3,406,764			189		-			3,406,953
Other expenses		2,569,168			98,732		87,534			2,755,434
Operations (loss) income		(298,385	)		2,087,452		(87,534	)		1,701,533
Gain (loss) from discontinued operations		21,670			-		(2,801,208	)		(2,779,538	)
Net (loss) income	$	(276,715	)	$	2,087,452	$	(2,888,742	)	$	(1,078,005	)
June 30, 2011
Identifiable assets	$	102,469,419		$	14,909,630	$	(73,060	)	$	117,305,989

Six Months Ended June 30, 2010	Dry Bulk Shipping		Chartering Brokerage		Corporate and Eliminations			Consolidated
Sales to unaffiliated customers	$	20,411,463	$	11,600,708	$	(48,253	)	$	31,963,918
Intersegment sales		-		-		-			-
Net sales		20,411,463		11,600,708		(48,253	)		31,963,918
Costs		13,191,154		9,954,044		(48,253	)		23,096,945
Depreciation and amortization		3,086,329		-		-			3,086,329
Other expenses		1,345,154		171,890		113,023			1,630,067
Operations income (loss)		2,788,826		1,474,774		(113,023	)		4,150,577
Gain (loss) from discontinued operations		647,893		-		(176,660	)		471,233
Net income (loss)	$	3,436,719	$	1,474,774	$	(289,683	)	$	4,621,810
December 31, 2010
Identifiable assets	$	105,578,923	$	11,538,814	$	(1,079,400	)	$	116,038,337

F-26

WINLAND OCEAN SHIPPING CORP.

(FORMERLY WINLAND ONLINE SHIPPING HOLDINGS CORPORATION)

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(UNAUDITED)

12.	SEGMENT INFORMATION (CONTINUED)

Information for Company’s sales by geographical area for the six months ended June 30, 2011 and 2010 is as follows:


	Six Months Ended June 30,
	2011		2010
Sales to unaffiliated customers:
Japan, Korea and Russia	$	10,241,988	$	6,392,783
PRC (including Hong Kong)		11,948,986		19,178,350
Southern and Eastern Asia		5,120,994		4,794,588
Other		6,827,992		1,598,197
Total	$	34,139,960	$	31,963,918

13.	CONTINGENCIES

The Company signed a voyage charter contract with Sinoriches Global Ltd. on June 11, 2007. The Company canceled the contract on June 18, 2007. Sinoriches Global Ltd. filed an arbitration claim of $501,640 including interest for the dispute. As of June 30, 2011, the case is in the process of exchanging documents and evidence for arbitration. The Company does not believe the case will result in a significant unfavorable outcome.

In 2009, the Company recorded the claim in connection with an oil pollution accident that occurred in Korea in 2006 as other expenses. The case has not been settled as of June 30, 2011. The insurance underwriter will pay the settlement amount when the case is settled in the future.

14.	SUBSEQUENT EVENTS

The vessel Win Glory was delivered to the buyer on August 6, 2011. Also see Notes 2 and 11.

On July 29, 2011, the Company executed a contract with an unaffiliated third party to sell the vessel Win Star for $3,278,451. The Company received the restricted deposit of $327,838 on August 1, 2011. Also see Note 2.

F-27

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

Forward Looking Statements

The following is management’s discussion and analysis of certain significant factors which have affected the financial position and operating results of Winland Ocean Shipping Corp., a Texas corporation (formerly known as Winland Online Shipping Holdings Corporation and hereinafter, “Winland” or “WLOL” and together with its subsidiaries, the “Company”) during the periods included in the accompanying condensed consolidated financial statements, as well as information relating to the plans of our current management. This report includes forward-looking statements. Generally, the words “believes” “anticipates”, “may”, “will”, “should”, “expect”, “intend”, “estimate”, “continue” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the U.S. Securities and Exchange Commission (the “SEC”) from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the related notes thereto and other financial information contained elsewhere in this report.

Current Operations of the Company (General Development of Business)

The following is disclosure regarding WLOL, SkyAce Group Limited, a British Virgin Islands company (“SkyAce”) and SkyAce’s two wholly-owned subsidiaries: (a) Plentimillion Group Limited (“PGL”), a British Virgin Islands holding company, the principal business activities of which are (through its wholly-owned subsidiaries) ocean transportation and chartering brokerage and (b) Best Summit Enterprise Limited (“BSL” and together with PGL, the “SkyAce Group”), a British Virgin Islands holding company.

SkyAce

SkyAce is a holding company founded in the British Virgin Islands (“BVI”) on September 22, 2006 with no significant operations. SkyAce was formed solely for the purpose of acquiring PGL and BSL from Mr. Li Honglin and Ms. Xue Ying, each of whom had owned fifty percent (50%) of both PGL and BSL and each of whom now own fifty percent (50%) of SkyAce.

SkyAce has authorized capital of $50,000 consisting of 50,000 ordinary shares authorized, two of which are currently issued and outstanding and held by Trip Tech as a result of the Exchange. Li Honglin, a Director and the President of Winland, serves as a Director of SkyAce. Xue Ying, a Director, the Chief Executive Officer and the Secretary of Winland, also serves as a Director of SkyAce.

PGL

PGL is a holding company founded in the BVI on July 5, 2006. PGL was formed solely for the purpose of acquiring each of the following wholly-owned subsidiaries from Li Honglin and Xue Ying (both of whom previously owned fifty percent (50%) of each of the following entities), which such transfers occurred between January 1, 2008 and March 31, 2008:

(a)

Winland Shipping Co., Ltd. was organized under the laws of Hong Kong on August 11, 2000 (“Winland Shipping”);

(b)

Kinki International Industrial Limited was organized under the laws of Hong Kong on May 2, 2006 (“Kinki”);

(c)

Bestline Shipping Limited was organized under the laws of Hong Kong on January 27, 1994 (“Bestline”);

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(d)

Lancrusier Development Co., Limited was organized under the laws of Hong Kong on July 11, 1995 (“Lancrusier”);

(e)

Win Star Shipping Co., Ltd. Was organized under the laws of St. Vincent and the Grenadines (“SVG”) on June 21, 2000 (“Win Star”);

(f)

Bodar Shipping Co., Ltd. was organized under the laws of SVG on January 7, 2004 (“Bodar”);

(g)

Winland Dalian Shipping S.A. was organized under the laws of Panama on June 8, 2005 (“Winland Dalian”); and

(h)

Treasure Way Shipping Limited was organized under the laws of Hong Kong on May 27, 2002 (“Treasure Way”).

PGL acquired the following additional entities in 2008:

(i)

Win Eagle Shipping Co., Ltd. was organized under the laws of Malta on July 29, 2002 (“Win Eagle”);

(j)

Win Bright Shipping Co., Ltd. was organized under the laws of Malta on February 8, 2002 (“Win Bright”);

(k)

Win Ever Shipping Co., Ltd. was organized under the laws of Malta on February 8, 2002 (“Win Ever”);

(l)

Win Glory S.A. was organized under the laws of Panama on April 2, 2003 (“Win Glory”); and

(m)

Win Moony Shipping Co., Ltd. was organized under the laws of Malta on September 26, 2003 (“Win Moony”).

PGL acquired the following entities in 2009:

(n)

Win Grace Shipping Co., Ltd. Was organized under the laws of Malta on September 4, 2003 (“Win Grace”); and

(o)

Win Hope Shipping Co., Ltd. was organized under the laws of Malta on June 14, 2001 (“Win Hope”).

PGL established the following entities in 2009:

(p)

Bodar Shipping S.A. was incorporated and registered in Panama on February 12, 2009 (“Bodar Shipping”);

(q)

Win Moony Shipping S.A. was incorporated and registered in Panama on April 30, 2009 (“Win Shipping”);

(r)

Bao Shun Shipping S.A. was incorporated and registered in Panama on June 10, 2009 (“Bao Shun”); and

(s)

Winland International Shipping Co., Ltd. was incorporated and registered in Hong Kong on August 27, 2009 ("Winland International").

PGL established the following entities in 2010:

(t)

Fon Tai Shipping Co., Limited was incorporated and registered in Hong Kong on March 1, 2010 (“Fon Tai”);

- 4 -

(u)

Won Lee Shipping Co., Limited was incorporated and registered in Hong Kong on March 1, 2010 (“Won Lee”);

(v)

Kin Ki International Industrial Limited was incorporated and registered in BVI on January 4, 2010 (“Kin Ki International”);

(w)

Win Bright Shipping S.A. was incorporated and registered in Panama on November 15, 2010 (“Win Bright Shipping”); and

(x)

Win Ever Shipping S.A. was incorporated and registered in Panama on December 3, 2010 (“Win Ever Shipping”).

PGL and each of its wholly-owned subsidiaries set forth above (collectively, the “PGL Group”) are engaged in ocean transportation of dry bulk cargo worldwide through the ownership and operation of dry bulk vessels. The principal business activities of the PGL Group are ocean transportation and chartering brokerage. The operations of each of the Company’s vessels are managed by Winland Shipping, while the chartering brokerage businesses are managed by Kinki and Bestline. Lancrusier’s primary business is management and accounting. Win Star, Winland Dalian, Treasure Way, Win Eagle, Win Bright, Win Ever, Win Grace, Win Hope, Bodar Shipping, Win Shipping, Bao Shun, Fon Tai and Won Lee collectively own 13 of the Company’s vessels. Bodar and Win Moony are in the process of winding down and have no operations. Winland International's primary business is to develop and expand the global shipping market. Kin Ki International, Win Bright Shipping and Win Ever Shipping had no operations in 2011. These three companies will take over the operations of Kinki, Win Bright and Win Ever once the corresponding governments with which such vessels are registered approve the applications to cancel these companies. Win Glory also owns one vessel which was sold to an unaffiliated third party for a purchase price of $1,700,000 on August 6, 2011. Win Star owns one vessel which, as of the execution of a contract dated July 29, 2011, is in the process of being sold to an unaffiliated third party for a purchase price of $3,278,451 and the Company anticipates the consummation of such sale to take place in August 2011.

BSL

SkyAce’s wholly-owned subsidiary BSL was incorporated in the British Virgin Islands on November 30, 2006. BSL sole business is to act as a holding company for its wholly-owned subsidiary, Wallis Development Limited, a company organized under the laws of Hong Kong on December 9, 2006 (“Wallis”). The sole business of Wallis is to act as a holding company for its wholly-owned subsidiary, Beijing Huate Xingye Keji Co., Ltd., a company organized under the laws of the PRC on March 18, 2008 (“Beijing Huate”). Beijing Huate was formed with the purpose of producing IT software, developing new products and adopting advanced and applicable technology and scientific management methods to create economic benefits for its stockholders. As of December 31, 2010, Beijing Huate controlled DWIS, DWIL and Shipping Online (each of which are defined below), however on February 16, 2011, Beijing Huate terminated its control of such entities as is more fully described below.

Disposition of Online Services Business

On March 31, 2008, Wallis and Beijing Huate entered into a series of Exclusive Technical Consulting and Service Agreements, (collectively, together with all related transaction documents executed in connection therewith, the “Service Agreements”) whereby Beijing Huate controlled (a) Dalian Winland International Shipping Agency Co., Ltd. (“DWIS”), a PRC company whose principal activities include shipping agency services, booking cargo space, storage of goods and declaration of customs, (b) Dalian Winland International Logistic Co., Ltd. (“DWIL”), a PRC company whose principal activities included freight forwarding services logistics shipping agency services and which owns one shipping vessel and (c) Dalian Shipping Online Network Co., Ltd. (“Shipping Online”) a PRC company whose principal activities are providing online services to its members.

In compliance with the PRC’s foreign investment restrictions on internet information services and other laws and regulations, the Company had conducted all of its internet information and media services and advertising in China (collectively, the “Online Services”) through DWIS, DWIL and Shipping Online, each a domestic variable interest entity (each, a “VIE” and collectively, the “VIEs”) and each of which are ultimately owned by Li Honglin, the President and Chairman of the Board of WLOL (50% of each VIE) and Xue Ying, the Chief Executive Officer, Secretary and director of WLOL (50% of each VIE). Pursuant to the Service Agreements, Beijing Huate provided on-going technical services and other services to the VIEs in exchange for substantially all of the net income of the VIEs. In addition, the stockholders of the VIEs had pledged all of their shares in the VIEs to Beijing Huate, representing 100% of the total issued and outstanding capital stock of the VIEs, as collateral for non-payment under the Service Agreements or for fees on technical and other services due thereunder. Beijing Huate also had the power to appoint all directors and senior management personnel of the VIEs.

- 5 -

On February 16, 2011, Wallis and Beijing Huate voluntarily entered into a Termination of Services Agreement with the VIEs and the stockholders of the VIEs (the “Termination Agreement”), effective immediately, whereby all of the Service Agreements have terminated and are of no further force or effect. The disinterested Board of Directors of WLOL resolved to terminate the Service Agreements with the belief that such disposition will help the Company focus on its core business of dry bulk shipping and charter brokerage services. No termination penalties were incurred by the Company in connection with the Termination Agreement. Pursuant to the terms of the Termination Agreement, the Company received a fee in the amount of RMB1,000,000 (US$151,319).

Summary of Current Business of the Company

The Company's core business is international bulk cargo transportation. We believe that our Company is a well-known shipping enterprise based in China. We currently have an ocean shipping fleet of 13 vessels, with a self-owned carrying capacity of over 310,000 tons. Through monthly voyage charters and time charters, the Company can provide carrying capacity of about 1,000,000 tons with shipping lines to major ports around the world.

The Company continued to grow and reached the highest operating revenue of $84.2 million and net income of $19.1 million in 2008. With the global economic crisis and shipping market downturn since late 2008, our operating revenues in 2009 dropped to $50.2 million with a net loss of $7.0 million. Our operating revenues and net income improved in 2010 with an increase to $74.3 million and $3.1 million, respectively. The Company disposed the VIE businesses on February 16, 2011 and signed a memorandum of agreement to sell a vessel owned by Win Glory, which resulted in a loss from discontinued operations of $2.8 million for the six months ended June 30, 2011. Our operating revenues were $34.1 million and income from continuing operations was $1.7 million for the six months ended June 30, 2011.

The Company intends to steadily expand its capacity and enlarge the size of its ocean transport fleet by constructing new vessels and by acquiring additional vessels or businesses at lower prices in light of the current slump in the shipping market.

On June 3, 2009, Winland Shipping and Bao Shun Shipping S.A. entered into a Memorandum of Agreement (“MOA”) with Mario Shipping Corporation (“MSC”) for the purchase by the Company from MSC of a 2003 built handysize vessel (20,212 gross tonnage, 10,948 net tonnage) known as “Bao Shun” for a price of $20,700,000. On June 4, 2009, the MOA was amended to nominate Bao Shun as the actual buyer that would remain fully responsible for performing under the MOA, and on July 14, 2009 the MOA was further amended to change the expected time of delivery to the period of July 14, 2009 to October 10, 2009 and to modify certain payment and interest terms. On August 14, 2009, the Company paid 10% of the purchase price for the vessel (approximately $2,070,000) in cash.

On September 25, 2009, the parties to the MOA closed on the purchase of the vessel whereby the Company paid the balance on the purchase price of $18,630,000 as well as acquisition cost of $181,125. The Company funded $14,490,000 through a long-term loan with Mitsubishi UFJ Lease & Finance Co., Ltd., which is secured by the vessel “Bao Shun”, and funded $3,000,000 via a long-term note. The Company paid the remaining balance of $1,321,125 in cash. The loan is to be repaid in 84 monthly payments with an interest rate at the Japanese LIBOR plus 2.3%.

On March 26, 2010, the Company obtained a loan facility of $37 million from China Merchants Bank Co., Ltd. to finance the construction of two new vessels “Fon Tai” and “Rui Lee”. As of June 30, 2011, we drew down $37 million from our loan facility, and executed four new notes payable totaling $14.0365 million, in the aggregate, for purposes of commencing the building of such vessels.

- 6 -

On May 20, 2010, Fon Tai entered into a novation agreement, which was subsequently amended on May 21, 2010, whereby Fon Tai assumed all of the rights and obligations of Rich Forth Investments Limited ("Rich"), a related party which is controlled by relatives of the Chairman and Chief Executive Officer (“CEO”) of the Company, under a shipbuilding contract with JiangSu Hantong Ship Heavy Industry Co., Ltd. ("JiangSu") previously executed on December 6, 2006 for the construction of one 57,000dwt bulk carrier vessel (Fon Tai). The contract amount of $29,950,000 included the ship building contract price of $28,500,000 payable to JiangSu and a contract transfer fee of $1,450,000 payable to Rich for the reimbursement of costs incurred in connection with the construction. Vessel Fon Tai was delivered and placed into service on January 10, 2011.

Also, on May 20, 2010, Won Lee entered into a novation agreement, which was subsequently amended on May 21, 2010, whereby Won Lee assumed all of the rights and obligations of Rich under a shipbuilding contract with JiangSu for the construction of one 57,000dwt bulk carrier vessel (Rui Lee). The contract amount of $29,950,000 included the ship building contract price of $28,500,000 payable to JiangSu and a contract transfer fee of $1,450,000 payable to Rich for the reimbursement of costs incurred in connection with the construction. Rui Lee was delivered and placed into service on May 5, 2011.

On June 10, 2011, the Company executed a memorandum of agreement with an unaffiliated third party to sell a vessel owned by Win Glory for a purchase price of $1,700,000. The purchaser paid a deposit of 10% of the purchase price on or about June 10, 2011, and the Company closed the sale of such vessel on August 6, 2011.

On July 29, 2011, the Company executed a contract with an unaffiliated third party to sell a vessel owned by Win Star for $3,278,451. The Company received the restricted deposit of $327,838 on August 1, 2011.

Effective March 22, 2011, the Company changed its name from “Winland Online Shipping Holdings Corporation” to “Winland Ocean Shipping Corp.” to more accurately reflect its current business in light of the disposition described above and increased its authorized common stock from 200,000,000 to 400,000,000 shares. Effective March 25, 2011 (and paid on March 28, 2011), the Company effected a 1.5 for 1 forward stock split of its common stock, increasing its issued and outstanding shares from 130,000,000 to 195,000,000 shares.

Critical Accounting Policies, Estimates and Assumptions

The SEC defines critical accounting policies as those that are, in management’s view, most important to the portrayal of our financial condition and results of operations and those that require significant judgments and estimates.

The discussion and analysis of our financial condition and results of operations is based upon our financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities. On an on-going basis, we evaluate our estimates including the allowance for doubtful accounts, the salability and recoverability of inventory, income taxes and contingencies. We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We cannot predict what future laws and regulations might be passed that could have a material effect on our results of operations. We assess the impact of significant changes in laws and regulations on a regular basis and update the assumptions and estimates used to prepare our financial statements when we deem it necessary.

This section should be read together with the Summary of Significant Accounting Policies included as Notes to the Condensed Consolidated Financial Statements included in the report.

- 7 -

Revenue Recognition

Revenue is recognized based on the following four criteria:

(I)

The amount of revenue can be measured reliably;

(II)

It is probable that the economic benefits will flow to the Company;

(III)

The stage of completion at the balance sheet date can be measured reliably;

(IV)

The costs incurred, or to be incurred can be measured reliably.

For dry bulk shipping service, the allocation of revenue between reporting periods is based on relative transit time in each reporting period with expenses recognized as incurred.

For chartering brokerage services, sales are recognized when the ship leaves port.

Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Management makes these estimates using the best information available at the time the estimates are made. Actual results could differ materially from those estimates.

Estimates Affecting Accounts Receivable and Impairment of Long-Lived Assets

The preparation of our condensed consolidated financial statements requires management to make estimates and assumptions that affect our reporting of assets and liabilities. These estimates are particularly significant where they affect the reported net realizable value of the Company’s accounts receivable and impairment of long-lived assets.

As of June 30, 2011, the Company provided no reserve against accounts receivable. Management’s estimate of no reserve on accounts receivable at June 30, 2011 was based on the aged nature of these accounts receivable. In making its judgment, management assessed its customers’ ability to continue to pay their outstanding invoices on a timely basis, and whether their financial position might deteriorate significantly in the future, which would result in their inability to pay their debt to the Company.

Results of Operations

Results of Operations for the Six Months Ended June 30, 2011 Compared With the Six Months Ended June 30, 2010 (in U.S. dollars, except otherwise as indicated)

	For The Six Months Ended June 30,
	2011						2010						Change
	Amount			% of Revenues			Amount			% of Revenues			In Amount			In %
Revenues		34,139,960			100.0	%		31,963,918			100.0	%		2,176,042			6.8	%
Vessel operating costs		26,276,040			77.0	%		23,096,945			72.3	%		3,179,095			13.8	%
Depreciation and amortization		3,406,953			10.0	%		3,086,329			9.7	%		320,624			10.4	%
General and administrative		1,033,445			3.0	%		871,885			2.7	%		161,560			18.5	%
Selling		163,833			0.5	%		181,334			0.6	%		(17,501	)		(9.7	)%
Interest, net		1,653,584			4.8	%		573,459			1.8	%		1,080,125			188.4	%
Other income (expense), net		95,428			0.3	%		(3,389	)		(0.0	)%		98,817			(2,915.8	)%
Income from continuing operations		1,701,533			5.0	%		4,150,577			13.0	%		(2,449,044	)		(59.0	)%
Loss from disposition of discontinued operations		2,603,403			7.6	%		-			0.0	%		2,603,403			100	%
(Loss) gain from discontinued operations		(166,753	)		(0.5	)%		488,256			1.5	%		(655,009	)		(134.2	)%
Net (loss) income		(1,078,005	)		(3.2	)%		4,621,810			14.5	%		5,699,815			123.3	%

Weighted average shares outstanding		195,000,000						195,000,000						-			-
Net (loss) income per share		(0.01	)					0.02						(0.03	)		(150.0	)%

- 8 -

Revenues

Our revenues are derived from the operation of dry bulking shipping services and chartering brokerage services. Of the total revenues, dry bulk shipping and chartering brokerage contributed 56% and 44% for the six months ended June 30, 2011, respectively, compared with 64% and 36% for the six months ended June 30, 2010, respectively.

For the six months ended June 30, 2011, total revenues increased by approximately $2.2 million, or 6.8%, to $34.1 million from $32.0 million for the six months ended June 30, 2010. This increase mainly resulted from the strong performance of our chartering brokerage segment which increased by $3.5 million in revenues compared to the same period in 2010, or 30%, offset by decreased revenue generated from the dry bulk shipping segment of $1.3 million, or 7%, which was due to the weak economic environment during the period. The average Baltic Dry Index (BDI), a leading indicator of the global dry bulk shipping market, declined approximately 57% for the six months ended June 30, 2011 compared with the six months ended June 30, 2010.

Vessel Operating Costs

Vessel operating costs included mainly fuel costs, port fees, commissions and crew wages which were incurred in the operation of dry bulk shipping, and vessel chartering costs which were incurred in our chartering brokerage business. For the six months ended June 30, 2011, vessel operating costs increased by $3.2 million, or 13.8%, to $26.3 million, compared with $23.1 million for the six months ended June 30, 2010. This increase was in line with our increased revenue, however it was also attributable to the 34% and 31% increases in the Marin Gas Oil and Intermediate Fuel Oil rates, respectively.

Depreciation and Amortization

For the six months ended June 30, 2011, depreciation of vessels increased by approximately $0.6 million to $1.9 million from $1.3 million for the six months ended June 30, 2010. This increase is primarily due to the delivery of two new vessels in January and May 2011. The amortization of deferred dry dock fees decreased by $0.3 million for the six months ended June 30, 2011 to $1.5 million from $1.8 million for the six months ended June 30, 2010. This decrease was primarily attributable to our current younger fleet structure which resulted in less dry dock fees, and also due to the fact that we now have more vessels that have changed their flag registrations to jurisdictions which have fewer dry dock fee requirements.

General and Administrative

General and administrative expenses, which included mainly wages, travel expenses, public relations, office leasing and professional service fees, increased by approximately $0.2 million, or 18.5%, to $1.0 million for the six months ended June 30, 2011, from $0.9 million for the six months ended June 30, 2010. This increase was primarily due to increases in wages.

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Selling Expenses

Selling expenses consisted of commissions paid to promote our dry bulk shipping and chartering brokerage businesses. For the six months ended June 30, 2011, selling expenses decreased by $0.02 million, or 9.7%, to $0.16 million compared with $0.18 million for the six months ended June 30, 2010. This decrease was due to a drop in revenues which were subject to commissions during the comparable periods.

Interest, Net

Net interest expenses increased significantly by approximately $1.1 million, or 188.4%, to $1.7 million for the six months ended June 30, 2011, compared with approximately $0.6 million for the six months ended June 30, 2010. This increase is primarily due to the drawdown from our $37 million loan facility and two long-term notes payable totaling $14,036,500 which had been initiated for the purchase of the vessels Fon Tai and Rui Lee in late May 2010. Upon the delivery of the vessels in January and May 2011, interest on these loan and notes payable were expensed rather than capitalized, which resulted in an interest expense increase of $1.16 million for the six months ended June 30, 2011 compared with the six months ended June 30, 2010.

Other Income (Expenses), Net

Net other income was $0.10 million for the six months ended June 30, 2011, compared with $0.003 million net other expenses for the six months ended June 30, 2010. This reflected an accumulated effect on our miscellaneous activities.

Income From Continuing Operations

Income from continuing operations decreased by approximately $2.5 million, or 59.0%, to $1.7 million for the six months ended June 30, 2011 from $4.2 million for the same period in 2010. This decrease was primarily attributable to an increase in interest expenses and vessel operating costs, offset by increased revenues.

Loss From Disposition of Discontinued Operations

On February 16, 2011, we disposed of our former VIEs (DWIS, DWIL and DSON). As discontinued operations, the net assets of these entities, offset by the consideration of settlement, was recognized as a loss from disposition of discontinued operations in the amount of $2.6 million for the six months ended June 30, 2011.

(Loss) Gain from Discontinued Operations

The loss from discontinued operations was $0.2 million and gain was $0.5 million for the six months ended June 30, 2011 and 2010, respectively, which consisted of discontinued operations of our former VIEs (DWIS, DWIL and DSON) during the period of January 1, 2011 to February 16, 2011 and discontinued operation of the vessel owned by Win Glory for the six months ended June 30, 2011. For the six months ended June 30, 2011 and 2010, we incurred a loss of $0.1 million and a gain of $0.6 million from discontinued operations of our former VIEs, respectively. For both comparable periods, we incurred a loss of $0.1 million from the discontinued operation of the vessel owned by Win Glory.

Net (Loss) Income

Net (loss) income decreased by approximately $5.7 million, or 123.3%, to a net loss of $(1.1) million for the six months ended June 30, 2011 from net income of $4.6 million for the six months ended June 30, 2010. This decrease was primarily attributable to the increased loss from discontinued operations of $3.2 million and the decreased income from continuing operations of $2.5 million.

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As a percentage of revenue, net loss was 3.2% compared with a net income of 14.5% for the six months ended June 30, 2011 and 2010, respectively. Despite the impact from the disposition of discontinued operations, this change reflected the continuing volatility in the global shipping market, which we believe will take a long time to normalize back to pre-economic crisis levels.

Net (Loss) Income Per Share

For both basic and diluted shares, net (loss) income per share decreased by $0.03 to a net loss of $0.01 for the six months ended June 30, 2011 from net income of $0.02 per share for the six months ended June 30, 2010. This decrease was attributable to the decrease in net income of $5.7 million for the six months ended June 30, 2011 as compared to the six months ended June 30, 2010.

Results of Operations for the Three Months Ended June 30, 2011 Compared With the Three Months Ended June 30, 2010 (in U.S. dollars, except otherwise as indicated)

	For The Three Months Ended June 30,
	2011					2010					Change
	Amount		% of Revenues			Amount		% of Revenues			In Amount			In %
Revenues		21,316,507		100.0	%		18,740,244		100.0	%		2,576,263			13.7	%
Vessel operating costs		17,118,213		80.3	%		13,932,367		74.3	%		3,185,846			22.9	%
Depreciation and amortization		1,810,405		8.5	%		1,560,538		8.3	%		249,867			16.0	%
General and administrative		438,267		2.1	%		432,614		2.3	%		5,653			1.3	%
Selling		77,009		0.4	%		81,120		0.4	%		(4,111	)		(5.1	)%
Interest, net		1,130,436		5.3	%		283,289		1.5	%		847,147			299.0	%
Other income, net		38,564		0.2	%		3,906		0.0	%		34,658			887.3	%
Income from continuing operations		780,741		3.7	%		2,454,222		13.1	%		(1,673,481	)		(68.2	)%
Gain from discontinued operations		164		0.0	%		532,377		2.8	%		(532,213	)		(100.0	)%
Net income		780,905		3.7	%		2,977,530		15.9	%		(2,196,625	)		(73.8	)%

Weighted average shares outstanding		195,000,000					195,000,000					-			-
Net income per share		0.00					0.02					(0.02	)		(100.0	)%

Revenues

Our revenues are derived from the operation of dry bulking shipping services and chartering brokerage services. Of the total revenues, dry bulk shipping and chartering brokerage contributed 51% and 49% for the three months ended June 30, 2011, respectively, compared with 63% and 37% for the three months ended June 30, 2010, respectively.

For the three months ended June 30, 2011, total revenues increased by approximately $2.6 million, or 13.7%, to $21.3 million from $18.7 million for the three months ended June 30, 2010. This increase mainly resulted from the strong performance of our chartering brokerage segment which increased by $3.5 million in revenues, or 50%, offset by decreased revenue generated from dry bulk shipping segment of $0.9 million, or 8%, which was due to the weak economic environment. The average Baltic Dry Index (BDI), a leading indicator of the global dry bulk shipping market, declined approximately 58% for the three months ended June 30, 2011 compared with the three months ended June 30, 2010.

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Vessel Operating Costs

Vessel operating costs included mainly fuel costs, port fees, commissions and crew wages which were incurred in the operation of dry bulk shipping, and vessel chartering costs which were incurred in our chartering brokerage business. For the three months ended June 30, 2011, vessel operating costs increased by $3.2 million, or 22.9%, to $17.1 million, compared with $13.9 million for the three months ended June 30, 2010. This increase was in line with increased revenue, and also due to the 29% and 39% increases in the Marin Gas Oil and Intermediate Fuel Oil rates, respectively.

Depreciation and Amortization

For the three months ended June 30, 2011, depreciation and amortization increased by approximately $0.2 million to $1.8 million from $1.6 million for the three months ended June 30, 2010. This increase is primarily due to the delivery of two new vessels in January and May 2011 which resulted in an increase in depreciation of $0.4 million, offset by decreased amortization of deferred dry dock fees which was attributable to our current younger fleet structure having less dry dock fees and the fact that we now have more vessels that have changed their flag registrations to jurisdictions which have fewer dry dock fee requirements.

General and Administrative

General and administrative expenses, which included mainly wages, travel expenses, public relations, office leasing and professional service fees, increased slightly by approximately $0.01 million, or 1.3%, to $0.44 million for the three months ended June 30, 2011, from $0.43 million for the three months ended June 30, 2010. This increase was primarily due to increases in wages.

Selling Expenses

Selling expenses consisted of commissions paid to promote our dry bulk shipping and chartering brokerage businesses. For the three months ended June 30, 2011, selling expenses decreased by $0.004 million, or 5.1%, to $0.077 million compared with $0.081 million for the three months ended June 30, 2010. This decrease was due to a decrease in revenues subject to commissions for the comparable periods.

Interest, Net

Net interest expenses increased significantly by approximately $0.8 million, or 299.0%, to $1.1 million for the three months ended June 30, 2011, compared with approximately $0.3 million for the three months ended June 30, 2010. This increase is primarily due to the drawdown from our $37 million loan facility and two long-term notes payable totaling $14,036,500 which had been initiated for the purchase of the vessels Fon Tai and Rui Lee in late May 2010. Upon the delivery of the vessels in January and May 2011, interest on these loan and notes payable were expensed rather than capitalized, which resulted in an increase in interest expense for the three months ended June 30, 2011 compared with the three months ended June 30, 2010.

Other Income, Net

Net other income was $0.04 million and $0.004 million for the three months ended June 30, 2011 and 2010, respectively. This reflected the accumulated effect from our miscellaneous activities.

Income From Continuing Operations

Income from continuing operations decreased by approximately $1.7 million, or 68.2%, to $0.8 million for the three months ended June 30, 2011 from $2.5 million for the same period in 2010. This decrease was primarily attributable to increased interest expenses and vessel operating costs, offset by increased revenues.

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Gain from Discontinued Operations

The gain from discontinued operations was $164 and $0.5 million for the three months ended June 30, 2011 and 2010, respectively, which resulted from the discontinued operation of the vessel owned by Win Glory.

Net Income

Net income decreased by approximately $2.2 million, or 73.8%, to $0.8 million for the three months ended June 30, 2011 from $3.0 million for the three months ended June 30, 2010. This decrease was primarily attributable to the decreased income from continuing operations of $1.7 million and the decreased gain from discontinued operations of $0.5 million.

As a percentage of revenue, net income was 3.7% and 15.9% for the three months ended June 30, 2011 and 2010, respectively. Despite the impact from the discontinued operations, this change reflected the continuing volatility in the global shipping market and we believe that it will take a long time to normalize back to pre-economic crisis levels.

Net Income Per Share

For both basic and diluted shares, net income per share decreased by $0.02 to $0.00 for the three months ended June 30, 2011 from $0.02 per share for the three months ended June 30, 2010. This decrease was attributable to the decrease in net income of $2.2 million for the three months ended June 30, 2011 as compared with the same period in 2010.

Liquidity and Capital Resources

Working Capital

We had a working capital deficit of approximately $19.0 million at June 30, 2011 as compared to a working capital deficit of approximately $8.0 million at December 31, 2010. This deficit is principally attributable to cash payments of $5.9 million to purchase two new vessels and the net effect of the disposition of our former VIEs for $3.4 million. In connection with the new vessel purchases, the amount payable to the ship builder of $1.9 million expanded our deficit.

Since the onset of the global financial crisis in late 2008, the shipping industry has undergone a downturn and the Company has faced corresponding challenges in the shipping market. To improve the Company’s operations, we have developed expanding market strategies of utilizing new vessels and chartering more time charter businesses. We have also initiated cost control strategies of cutting vessel management costs as well as general management costs to improve profitability. With these efforts, our revenues increased 6.8% while the average BDI, the well known indicator of dry bulk shipping market, declined 57% for the comparable periods. We have carried out our strategies to collect outstanding balances while maintaining strong business relationships with our customers. We have also negotiated (and continue to negotiate) with our vendors to extend our credit terms.

In January and May 2011, two new vessels were delivered to us and placed into operation. The operation of these two vessels since being placed into service generated revenues of $2.4 million and $0.6 million, respectively, and $1.0 million and $0.2 million in cash, respectively. We believe these new vessels will continue to contribute to our revenues and improve our cash flows.

On February 16, 2011, we disposed our former VIEs (DWIS, DWIL and DSON). Upon the disposition, our operations were improved and we believe our operations will continue to improve as those entities were operating at a loss.

On June 10, 2011, we signed a memorandum of agreement to sell the vessel owned by Win Glory. On August 6, 2011, we received cash proceeds of $1.7 million.

On July 29, 2011, we signed a contract to sell the vessel owned by Win Star. On August 1, 2011, we received the restricted deposit of $327,838. We anticipate the sale will be closed in August 2011.

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To improve liquidity, the Company has maintained the commitments from certain shareholders and related parties to provide working capital to the Company, if needed, in the form of notes payable or personal loans. We believe our working capital will increase and our liquidity will be improved. We also believe the Company has sufficient cash to sustain operations for the next 12 months.

Operating Activities

Net cash provided by operating activities was $2.3 million and $4.8 million for the six months ended June 30, 2011 and 2010, respectively. The change in cash flows from operating activities was mainly due to the cash used in discontinued operations of $0.6 million for the six months ended June 30, 2011. On the contrary, for the six months ended June 30, 2010, the discontinued operations provided cash of $1.9 million.

Investing Activities

For the six months ended June 30, 2011 and 2010, cash used in investing activities reflected the cash we used for the construction of two new vessels of $5.9 million and $18.6 million, respectively.

Financing Activities

Net cash used in our financing activities was $3.9 million for the six months ended June 30, 2011. This amount was mainly attributable to repayments of long-term loans of $2.9 million and repayments of long-term notes payable of $0.9 million.

For the six months ended June 30, 2010, net cash provided by financing activities was $14.7 million and was mainly attributable to the proceeds from long-term notes payable of $13.9 million and proceeds from long-term loans of $0.7 million.

Capital Expenditures

We intend to make major capital expenditures in connection with the expansion of our fleet capacity. We believe other major capital expenditures will consist of funding dry dockings of our fleet to preserve the quality of our vessels and funding to comply with international shipping standards and environmental laws and regulations during 2011.

Capital Resources

We intend to finance capital expenditures for the expansion our fleet capacity through bank loans and notes payable. We intend to finance other capital expenditures mainly from cash flows from our operations, notes payable and personal loans, if needed. We believe that cash flows from our operations will be improved as two new vessels commenced operations in January and May 2011. We believe that existing cash and resources from our credit facilities are sufficient to meet our projected operating requirements during the next 12 months.

Material Commitments/Tabular Disclosure of Contractual Obligations

			Payments Due by June 30, 2011
	Total		Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years
Lont-term loans obligations		49,440,021		6,069,244		10,092,838		10,034,552		23,243,387
Interest payments of long-term loans		8,270,513		1,667,040		2,774,752		2,060,163		1,768,558
Long-term notes payable obligations		16,363,045		2,822,121		6,996,881		6,544,043		-
Interest payments of long-term notes payables		7,463,237		2,655,398		3,711,226		1,096,613		-
Non-cancelable leases obligations		31,106		31,106		-		-		-

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Off-Balance Sheet Arrangements

None.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

The Company is exposed to market risk from floating interest rates, which could impact its results of operations and financial condition. The Company minimizes market risk via its operating and financing activities.

As of June 30, 2011, the Company’s debt consisted of $49.4 million in long-term loans at various margins above the LIBOR. For the six months ended June 30, 2011, actual interest rates on the outstanding debt ranged from 1.809% to 2.44%. The weighted average interest rate was 1.97%.

Foreign Currency and Exchange Rate Risk

The shipping industry’s functional currency is the U.S. dollar. The Company generates a majority of its revenues in U.S. dollars. The majority of the Company’s operating expenses are in U.S. dollars, and the majority of the Company’s investing and all of its financing activities are in U.S. dollars. The Company does not intend to use financial derivatives to mitigate the risk of exchange rate fluctuations for its operating, investing and financing activities. For the six months ended June 30, 2011, the exchange rate for the Renminbi against the U.S. dollar was in the range of RMB6.6118 to RMB6.4635 against USD1.00. The moving average translation rate was RMB6.5399 against USD1.00.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act. Based on this evaluation, our management, including our principal executive officer and our principal financial officer, concluded that our disclosure controls and procedures were effective as of June 30, 2011, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act (i) is recorded, processed, summarized and reported within the time period specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate to allow appropriate decisions on a timely basis regarding required disclosure.

Internal Control over Financial Reporting

There were no changes in internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company signed a voyage charter contract with Sinoriches Global Ltd. on June 11, 2007. The Company canceled the contract on June 18, 2007. Sinoriches Global Ltd. filed an arbitration claim of $501,640 including interest for the dispute. As of June 30, 2011, the case is in the process of exchanging documents and evidence for arbitration. The Company intends to vigorously defend this action, and the Company does not believe the case will result in a significant unfavorable outcome.

In 2009, the Company recorded a claim in connection with an oil pollution accident that occurred in Korea in 2006 as other expenses. The case has not been settled as of June 30, 2011. The insurance underwriter will pay the settlement amount when the case is settled in the future.

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ITEM 1A. RISK FACTORS

The financial condition, business, operations, and prospects of the Company involve a high degree of risk. You should carefully consider the risks and uncertainties described below, which constitute the material risks relating to the Company, and the other information in this report. If any of the following risks are realized, the Company’s business, operating results and financial condition could be harmed and the value of the Company’s stock could suffer. This means that investors and stockholders of the Company could lose all or a part of their investment.

RISKS RELATING TO OUR BUSINESS

Cyclical Patterns In The Global Shipping Industry Will Have a Substantial Impact On Our Overall Business Performance

The Internet-based shipping and logistics services integrated the shipping industry and the Internet industry. The Company's operating performance will also depend on the development of these two industries. Ocean transportation business is the core business of the Company. The cyclical changes of the ocean transportation industry and the cyclical changes of the global shipping industry will have a substantial impact on the business performance of the Company. With a sustained operating history and anti-risk experience since 1993, as well as integrated shipping and logistics services through the Internet, the Company will offset the risk to some extent, but the overall performance will inevitably be affected.

Costs And Revenues In The Shipping Industry Are Volatile Which Could Adversely Affect Our Business.

The shipping industry historically has experienced volatility in freight rates, the cost of fuel oil, the cost and availability of crew, port charges and currency exchange rates, as well as in vessel charter rates and values, due to changes in the level and pattern of global economic activity and the highly competitive nature of the world shipping industry. Changes to marine regulatory regimes in the ports at which the Company’s vessels call also may increase the costs. The Company’s revenue is influenced by a number of factors that are difficult to predict with certainty, including global and regional economic conditions, developments in international trade, changes in seaborne, and other transportation patterns, weather patterns, port congestion, canal closures, political developments, and armed conflicts, acts of terrorism, embargoes, and strikes. Demand for the transportation services is influenced by the demand for the goods the Company ship, including steel products, metal concentrates and agricultural commodities, which in turn is affected by general economic conditions, commodity prices and competition. A decrease in demand for these products could adversely affect the results of operations.

High or Volatile Oil Prices Could Adversely Affect The Global Economy And Our Results Of Operations.

If oil prices remain high for an extended period of time, or experience prolonged volatility, the global economy could weaken significantly. Global recession or depression would significantly reduce the demand for ocean freight while the fuel costs would be increasing. A significant reduction in the demand for ocean freight would have a material and adverse impact on the Company’s results of operations and financial condition. In addition, the results of operations would be adversely affected if the Company were unable to pass increased fuel costs on to our customers.

Failure To Comply With International Safety Regulations May Subject The Company To Increased Liability Which May Adversely Affect Our Insurance Coverage Resulting In A Denial Of Access To, Or Detention In, Certain Ports Which Could Adversely Affect Our Business.

The operation of the vessels is affected by the requirements of the International Maritime Organization's International Safety Management Code for the Safe Operation of Ships and Pollution Prevention, or the ISM Code. The ISM Code requires ship owners and bareboat chatterers to develop and maintain an extensive "Safety Management System" that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. The Company’s failure to comply with the ISM Code may subject us to increased liability, may invalidate existing insurance or decrease available insurance coverage for the affected vessels and may result in a denial of, access to, or detention in certain ports, all of which could materially and adversely affect the Company’s results of operations and liquidity.

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The Shipping Industry Has Inherent Operational Risks, And Such Risks May Not Be Adequately Covered By Insurance Exposing Us To Risk Of Loss Of Our Vessels Which Would Adversely Affect Our Business

The operation of any oceangoing vessel carries with it an inherent risk of marine disaster, environmental mishaps and collision or property losses. In the course of operating a vessel, marine disasters such as oil spills and other environmental mishaps, cargo loss or damage, business interruption due to political developments, labor disputes, strikes and adverse weather conditions could result in loss of revenues, liabilities or increased costs. The Company transports bulk cargoes such as fertilizer, salt and coal which, if not transported properly, could pose a risk to our vessels and to the environment. The Company cannot assure you that any insurance they maintain would be sufficient to cover the cost of damages or the loss of income resulting from a vessel being removed from operation or that any insurance claims would be paid or that insurance will be obtainable at reasonable rates in the future. Any significant loss or liability for which the Company are not insured, or for which the insurers fail to pay the Company, could have a material adverse effect on the Company’s financial condition. In addition, the loss of a vessel would adversely affect the Company’s cash flows and results of operations.

As The Company’s Fleet Of Vessels Ages, The Risks Associated With Older Vessels could Adversely Affect Our Business Operations.

In general, the costs to maintain an oceangoing vessel in good operating condition increase with the age of the vessel. As of June 30, 2011, the average age of the 13 vessels in the Company controlled fleet was 21 years. The Company estimates that the economic useful life of most bulk carriers is approximately 25 years, however most of the vessels in the industry are used for more than 30 years or more, if the vessel can pass the annual survey. The length of a vessel’s useful life depends on market conditions, the type of cargo being carried and the level of maintenance. Some of the Company’s dry bulk carriers are used to transport products such as coal, salt or fertilizer that may damage the vessels and reduce their useful life, if the Company does not follow specified maintenance and cleaning routines. Older vessels may develop unexpected mechanical and operational problems despite adherence to regular survey schedules and proper maintenance. Due to improvements in engine technology, older vessels typically are less fuel-efficient than more recently constructed vessels. Cargo insurance rates increase with the age of a vessel. Governmental regulations and safety or other equipment standards related to the age of vessels may require expenditures for alterations or the addition of new equipment, to the vessels and may restrict the type of activities in which the vessels may engage. The Company cannot assure you that they will be able to operate the vessels profitably during the remainder of their projected useful lives or that they will be able to sell the vessels profitably when the Company no longer can utilize them in the fleet.

Our Vessels May Suffer Damage Whereby Such Vessels Would Need To Be Drydocked Unexpectedly Which Could Adversely Affect Our Cash Flows and Results of Operations.

If a vessel suffers damage, it may need to be repaired at a drydocking facility. The costs of drydock repairs are unpredictable and can be substantial. The loss of earnings while the vessel is being repaired and the repositioning of the Company’s vessels in response to the unexpected drydocking, as well as the actual costs of the repairs, would have a material adverse effect on our cash flows and results of operations. The Company may not have insurance that is sufficient to cover all of these costs or losses.

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Risks Associated With The Purchase And Operation Of Secondhand Vessels Could Adversely Affect Our Future Operating Results.

The Company’s current business strategy involves growing through the purchase of secondhand vessels. Secondhand vessels generally carry no warranties from the sellers or manufacturers. Although the Company inspect secondhand vessels prior to purchase, an inspection normally would not provide the Company with the same knowledge about their condition that the Company would have if they had been built for and operated exclusively by the Company. Secondhand vessels may have conditions or defects that the Company was not aware of when it bought the vessel and that may require the Company to undertake costly repairs. These repairs may require the Company to put a vessel into drydock, which would reduce the fleet utilization. The costs of drydock repairs are unpredictable and can be substantial. The loss of earnings while the vessels were being repaired and repositioned, as well as the actual cost of those repairs, would decrease the income from operations. The Company may not have insurance that is sufficient to cover all of these costs or losses and may have to pay drydocking costs not covered by our insurance. The Company’s future operating results could be adversely affected if some of the secondhand vessels do not perform as we expect.

The Market Value Of Vessels Can And Do Fluctuate Significantly Which, If The Market Value Of Our Fleet Declines, Could Prevent Us From Obtaining Adequate Financing Or Require Us To Incur Debt Which Could Have An Adverse Affect Our Operating Results.

The market values of vessels are highly volatile and will continue to fluctuate depending on economic and market conditions affecting the shipping industry and prevailing charter hire rates, vessel supply and rates of vessel scrapping, competition from other shipping companies and other modes of transportation, types, sizes and age of vessels, applicable governmental regulations and the cost of new ship buildings. The market price for secondhand vessels during the past few years have been at an all-time high, and the Company has had to pay more to acquire vessels than in prior years. If the market value of our fleet declines, the Company may not be able to obtain additional financing or incur debt on terms that are acceptable to the Company or at all in connection with future vessel acquisitions or obtain additional debt financing for other purposes. A sharp decline in vessel values could cause the Company to breach some of the covenants contained in the financing agreements relating to the current indebtedness. If the Company breach such covenants and are unable to remedy the relevant breach, the Company’s lenders could accelerate the debt and foreclose on the controlled fleet. If the book value of a vessel is impaired due to unfavorable market conditions or a vessel is sold at a price below its book value, that decline would result in a loss that would adversely affect our operating results.

We Cannot Predict Whether We Will Meet Internal or External Expectations Of Future Performance.

We believe that our future success depends on our ability to significantly increase revenue from the provision of our services. Accordingly, our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies with a limited operating history. These risks include our ability to:

offer new and innovative services;

respond effectively to competitive pressures and address the effects of strategic relationships or corporate combinations;

maintain our current, and develop new, strategic relationships;

increase awareness of our services and continue to build customer loyalty; and

attract and retain qualified management, consultants and employees.

We Cannot Assure You That Our Organic Growth Strategy Will Be Successful.

One of our growth strategies is to grow organically through increasing our services by increasing our market share and entering new markets globally. However, many obstacles to increasing our market share and entering such new markets exist, including, but not limited to, costs associated with increasing market share and entering into such markets and attendant marketing efforts. We cannot, therefore, assure you that we will be able to successfully overcome such obstacles and establish our services in any additional markets. Our inability to implement this organic growth strategy successfully may have a negative impact on our ability to grow and on our future financial condition, results of operations or cash flows.

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Our Business And Growth Could Suffer If We Are Unable To Hire And Retain Key Personnel That Are In High Demand.

We depend upon the continued contributions of our senior management and other key personnel, including external experts and advisers. The loss of the services of any of our executive officers or other key personnel could have a material adverse effect on our business, operations, revenues or prospects. We do not maintain key man insurance on the lives of these individuals at present. As we plan to expand, we will have to attract managerial staff. We may not be able to identify and retain qualified personnel due to our lack of understanding of different cultures and lack of local contacts. This may impede any potential expansion. Our future success will also depend on our ability to attract and retain highly skilled and qualified technical, engineering, managerial, finance, marketing, security and customer service personnel in China. Qualified individuals are in high demand, and we may not be able to successfully attract, assimilate or retain the personnel we need to succeed.

We May Not Be Able To Manage Our Expanding Operations Effectively, Which Could Harm Our Business.

We anticipate expanding our business as we address growth in our customer base and market opportunities. In addition, the geographic dispersion of our operations as a result of overall internal growth requires significant management resources that our locally-based competitors do not need to devote to their operations. In order to manage the expected growth of our operations and personnel, we will be required to improve and implement operational and financial systems, procedures and controls, and expand, train and manage our growing employee base. Further, our management will be required to maintain and expand our strategic relationships necessary to our business. We cannot assure you that our current and planned personnel, systems, procedures and controls will be adequate to support our future operations. If we are not successful in establishing, maintaining and managing our personnel, systems, procedures and controls, our business will be materially and adversely affected.

If We Need Additional Capital To Fund Our Growing Operations, We May Not Be Able To Obtain Sufficient Capital And May Be Forced To Limit The Scope Of Our Operations.

We may experience increased capital needs and we may not have enough capital to fund our future operations without additional capital investments. Our capital needs will depend on numerous factors, including (i) our profitability; (ii) the success of our competitors; (iii) the amount of our capital expenditures; and (iv) new investments. We cannot assure you that we will be able to obtain capital in the future to meet our needs.

If we cannot obtain additional funding, we may be required to:

reduce our investments;

limit our expansion efforts; and

decrease or eliminate capital expenditures.

Such reductions could materially adversely affect our business and our ability to compete. Even if we do find a source of additional capital, we may not be able to negotiate terms and conditions for receiving the additional capital that are acceptable to us. Any future capital investments could dilute or otherwise materially and adversely affect the holdings or rights of our existing stockholders. We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us.

We May Not Be Able To Adequately Protect Our Intellectual Property, Which Could Cause Us To Be Less Competitive.

We rely on a combination of trademark, patent and trade secret laws and restrictions on disclosure to protect our intellectual property rights. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our products and technology. Monitoring unauthorized use of our products is difficult and costly, and we cannot be certain that the steps we have taken will prevent misappropriations of our products and technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States. From time to time, we may have to resort to litigation to enforce our intellectual property rights, which could result in substantial costs and diversion of our resources.

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We May Be Exposed To Infringement Claims By Third Parties, Which, If Successful, Could Cause Us To Pay Significant Damage Awards.

Third parties may initiate litigation against us alleging infringement of their proprietary rights. In the event of a successful claim of infringement and our failure or inability to develop non-infringing products and technology or license the infringed or similar product or technology on a timely basis, our business could be harmed. In addition, even if we are able to license the infringed or similar product or technology, license fees could be substantial and may adversely affect our results of operations.

Our Operations Could Be Disrupted By Unexpected Network Interruptions Caused By System Failures, Natural Disasters Or Unauthorized Tampering With Our Systems.

The continual accessibility of our website and the performance and reliability of our network infrastructure are critical to our reputation and our ability to attract and retain users, advertisers and merchants. Any system failure or performance inadequacy that causes interruptions in the availability of our services or increases the response time of our services could reduce our appeal to advertisers and consumers. Factors that could significantly disrupt our operations include: system failures and outages caused by fire, floods, earthquakes, power loss, telecommunications failures and similar events; software errors; computer viruses, break-ins and similar disruptions from unauthorized tampering with our computer systems; and security breaches related to the storage and transmission of proprietary information, such as credit card numbers or other personal information.

We have limited backup systems and redundancy. In the past, we experienced an unauthorized tampering of the mail server of our China website which briefly disrupted our operations. Future disruptions or any of the foregoing factors could damage our reputation, require us to expend significant capital and other resources and expose us to a risk of loss or litigation and possible liability. We do not carry sufficient business interruption insurance to compensate for losses that may occur as a result of any of these events. Accordingly, our revenues and results of operations may be adversely affected if any of the above disruptions should occur.

We May Be Classified As A Passive Foreign Investment Company, Which Could Result In Adverse U.S. Tax Consequences To U.S. Investors.

Based upon the nature of our income and assets, we may be classified as a passive foreign investment company, or PFIC, by the United States Internal Revenue Service for U.S. federal income tax purposes. This characterization could result in adverse U.S. tax consequences to you. For example, if we are a PFIC, our U.S. investors will become subject to increased tax liabilities under U.S. tax laws and regulations and will become subject to more burdensome reporting requirements. The determination of whether or not we are a PFIC is made on an annual basis, and those determinations depend on the composition of our income and assets, including goodwill, from time to time. We intend to operate our business so as to minimize the risk of PFIC treatment, however you should be aware that certain factors that could affect our classification as PFIC are out of our control. For example, the calculation of assets for purposes of the PFIC rules depends in large part upon the amount of our goodwill, which in turn is based, in part, on the then market value of our shares, which is subject to change. Similarly, the composition of our income and assets is affected by the extent to which we spend the cash we have raised on acquisitions and capital expenditures. In addition, the relevant authorities in this area are not clear and so we operate with less than clear guidance in our effort to minimize the risk of PFIC treatment. Therefore, we cannot be sure whether we are not and will not be a PFIC for the current or any future taxable year. In the event we are determined to be a PFIC, our stock may become less attractive to U.S. investors, thus negatively impacting the price of our stock.

RISKS RELATING TO THE PEOPLE’S REPUBLIC OF CHINA

Certain Political and Economic Considerations Relating to China Could Adversely Affect Our Company.

The PRC is transitioning from a planned economy to a market economy. While the PRC government has pursued economic reforms since its adoption of the open-door policy in 1978, a large portion of the PRC economy is still operating under five-year plans and annual state plans. Through these plans and other economic measures, such as control on foreign exchange, taxation and restrictions on foreign participation in the domestic market of various industries, the PRC government exerts considerable direct and indirect influence on the economy. Many of the economic reforms carried out by the PRC government are unprecedented or experimental, and are expected to be refined and improved.

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Other political, economic and social factors can also lead to further readjustment of such reforms. This refining and readjustment process may not necessarily have a positive effect on our operations or future business development. Our operating results may be adversely affected by changes in the PRC’s economic and social conditions as well as by changes in the policies of the PRC government, such as changes in laws and regulations (or the official interpretation thereof), measures which may be introduced to control inflation, changes in the interest rate or method of taxation, and the imposition of additional restrictions on currency conversion.

The Chinese Government Exerts Substantial Influence Over The Manner In Which We Must Conduct Our Business Activities Which Could Adversely Affect Our Company.

China only recently has permitted provincial and local economic autonomy and private economic activities. The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and State ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, land use rights, property and other matters. We believe that our operations in China are in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.

Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in China.

The Chinese Legal System Has Inherent Uncertainties That Could Limit The Legal Protections Available To You.

China’s legal system is based upon written statutes. Prior court decisions may be cited for reference but are not binding on subsequent cases and have limited value as precedents. Since 1979, the Chinese legislative bodies have promulgated laws and regulations dealing with economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade. However, because these laws and regulations are relatively new, and because of the limited volume of published decisions and their non-binding nature, the interpretation and enforcement of these laws and regulations involve uncertainties, and therefore you may not have legal protections for certain matters in China.

Some Of Our Assets Are Located In China, Any Dividends Of Proceeds From Liquidation Is Subject To The Approval Of The Relevant Chinese Government Agencies.

Some of our assets are located inside China. Under the laws governing foreign invested enterprises in China, dividend distribution and liquidation are allowed but subject to special procedures under the relevant laws and rules. Any dividend payments will be subject to the decision of our Board of Directors and subject to foreign exchange rules governing such repatriation. Any liquidation is subject to both the relevant government agency’s approval and supervision as well the foreign exchange control. This may generate additional risk for our investors in case of dividend payments and liquidation.

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Future Inflation In China May Inhibit Our Activity To Conduct Business In China.

In recent years, the Chinese economy has experienced periods of rapid expansion and high rates of inflation. These factors have led to the adoption by Chinese government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation. While inflation has been more moderate since 1995, high inflation may in the future cause the Chinese government to impose controls on credit and/or prices, or to take other action, which could inhibit economic activity in China and thereby harm our business operations.

You May Experience Difficulties In Effecting Service Of Legal Process, Enforcing Foreign Judgments Or Bringing Original Actions In China Based On United States Or Other Foreign Laws Against Us.

We conduct our operations in China and some of our assets are located in China. In addition, some of our Directors and executive officers reside within China. As a result, it may not be possible to effect service of process within the United States or elsewhere outside China upon such directors or executive officers, including with respect to matters arising under U.S. federal securities laws or applicable state securities laws. Moreover, our Chinese counsel has advised us that China does not have treaties with the U.S. and many other countries that provide for the reciprocal recognition and enforcement of judgment of courts. As a result, recognition and enforcement in China of judgments of a court of the U.S. or any other jurisdiction in relation to any matter may be difficult or impossible.

Underdeveloped Telecommunications Infrastructure Has Limited, And May Continue To Limit, The Growth Of The Internet Market In China Which, In Turn, Could Limit Our Ability To Grow Our Business.

The telecommunications infrastructure in China is not well developed. Although private sector ISPs do exist in China, almost all access to the Internet is accomplished through ChinaNet, China’s primary commercial network, which is owned and operated by China Telecom and China Netcom under the administrative control and regulatory supervision of MII. The underdeveloped Internet infrastructure in China has limited the growth of Internet usage in China. If the necessary Internet infrastructure is not developed, or is not developed on a timely basis, future growth of the Internet in China could be limited and our business could be harmed.

RISKS RELATING TO OUR COMMON STOCK

Because we became public by means of a “reverse merger,” we may not be able to attract the attention of major brokerage firms.

Additional risks may exist because we became public through a “reverse merger”. Security analysts of major brokerage firms may not cover us since there is no incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on our behalf in the future.

Our Common Stock Price Is Volatile And Could Decline In The Future.

The stock market in general and the market price for other companies based in the PRC have experienced extreme stock price fluctuations. In some cases, these fluctuations have been unrelated to the operating performance of the affected companies. Many companies in China have experienced dramatic volatility in the market prices of their common stock. We believe that a number of factors, both within and outside of our control, could cause the price of our Common Stock to fluctuate, perhaps substantially. Factors such as the following could have a significant adverse impact on the market price of our Common Stock:

announcements of technological innovations by us or our competitors;

our ability to obtain additional financing and, if available, the terms and conditions of the financing;

our financial position and results of operations;

litigation;

period-to-period fluctuations in our operating results;

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changes in estimates of our performance by any securities analysts;

new regulatory requirements and changes in the existing regulatory environment;

the issuance of new equity securities in a future offering;

changes in interest rates;

changes in environmental standards;

market conditions of securities traded on the OTCBB;

investor perceptions of us and the shipping industry generally; and

general economic and other national conditions.

The Trading Market In Our Common Stock Is Limited And May Cause Volatility In The Market Price.

Our Common Stock is currently quoted on a limited basis on the OTCBB under the symbol “WLOL”. The OTCBB is an inter-dealer, over-the-counter market that provides significantly less liquidity than the NASDAQ Stock Market. Quotes for stocks included on the OTCBB are not listed in the financial sections of newspapers as are those for the NASDAQ Stock Market. Therefore, prices for securities traded solely on the OTCBB may be difficult to obtain.

The quotation of our Common Stock on the OTCBB does not assure that a meaningful, consistent and liquid trading market currently exists, and in recent years such market has experienced extreme price and volume fluctuations that have particularly affected the market prices of many smaller companies like us. Thus, the market price for our Common Stock is subject to volatility and holders of Common Stock may be unable to resell their shares at or near their original purchase price or at any price. In the absence of an active trading market:

investors may have difficulty buying and selling or obtaining market quotations;

market visibility for our Common Stock may be limited; and

a lack of visibility for our Common Stock may have a depressive effect on the market for our Common Stock.

We May Have Difficulty Raising Necessary Capital To Fund Operations As A Result Of Market Price Volatility For Our Shares Of Common Stock.

In recent years, the securities markets in the United States have experienced a high level of price and volume volatility, and the market price of securities of many companies have experienced wide fluctuations that have not necessarily been related to the operations, performances, underlying asset values or prospects of such companies. For these reasons, our shares of Common Stock can also be expected to be subject to volatility resulting from purely market forces over which we will have no control. If our business development plans are successful, we may require additional financing to continue to develop and exploit existing and new technologies and to expand into new markets. The exploitation of our technologies may, therefore, be dependent upon our ability to obtain financing through debt and equity or other means.

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Shares Eligible For Future Sale May Adversely Affect The Market Price Of Our Common Stock.

From time to time, certain of our stockholders may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144, promulgated under the Securities Act of 1933, as amended, subject to certain limitations. Any substantial sale of our common stock pursuant to Rule 144 may have an adverse effect on the market price of our common stock.

One Stockholder, Which is 50% Controlled By The Chairman of the Board and President of Our Company and 50% Controlled By Our Chief Executive Officer and Secretary, Exercises Significant Control Over Matters Requiring Stockholder Approval.

We have one stockholder that has voting power equal to eighty-two and one quarter percent (82.25%) of our voting securities as of the date of this Report. Moreover, the stockholder is 50% controlled by Li Honglin, our Chairman of the Board and President and 50% controlled by Xue Ying, our Chief Executive Officer and Secretary. As a result, the stockholder and our Chairman of the Board, through such stock ownership, exercise control over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership in the stockholder may also have the effect of delaying or preventing a change in control of us that may be otherwise viewed as beneficial by stockholders other than the stockholder.

We May Incur Significant Costs To Ensure Compliance With U.S. Corporate Governance And Accounting Requirements.

We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the SEC. We expect all of these applicable rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our Board or as executive officers. We cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

We May Be Required To Raise Additional Financing By Issuing New Securities With Terms Or Rights Superior To Those Of Our Shares Of Common Stock, Which Could Adversely Affect The Market Price Of Our Shares Of Common Stock.

We may require additional financing to fund future operations, including expansion in current and new markets, development and acquisition, capital costs and the costs of any necessary implementation of technological innovations or alternative technologies. We may not be able to obtain financing on favorable terms, if at all. If we raise additional funds by issuing equity securities, the percentage ownership of our current stockholders will be reduced, and the holders of the new equity securities may have rights superior to those of the holders of shares of Common Stock, which could adversely affect the market price and the voting power of shares of our Common Stock. If we raise additional funds by issuing debt securities, the holders of these debt securities would similarly have some rights senior to those of the holders of shares of Common Stock, and the terms of these debt securities could impose restrictions on operations and create a significant interest expense for us.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. (Removed and Reserved).

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

(a) Exhibits:

EXHIBIT NO.	DESCRIPTION	LOCATION

2.1	Share Exchange Agreement, dated August 12, 2008, by and among Trip Tech, Inc., SkyAce Group Limited and Pioneer Creation Holdings Limited	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

3.1	Articles of Incorporation of Trip Tech, Inc.	Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2 as filed with the SEC on May 14, 2007

3.2	Amended and Restated Bylaws of Trip Tech, Inc. dated as of August 27, 2008	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on September 29, 2008

3.3	Memorandum and Articles of Association of SkyAce Group Limited	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

3.4	Certificate of Incorporation of SkyAce Group Limited	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

3.5	Memorandum and Articles of Association of Plentimillion Group Limited	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

3.6	Certificate of Incorporation of Plentimilllion Group Limited	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

3.7	Memorandum and Articles of Association of Best Summit Enterprises Limited	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

3.8	Certificate of Incorporation of Best Summit Enterprises Limited	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

3.9	Memorandum and Articles of Association of Wallis Development Limited	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

3.10	Certificate of Incorporation of Wallis Development Limited	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

3.11	Articles of Association of Beijing Huate Xingye Keji Co. Ltd.	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

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3.12	Certificate of Incorporation of Beijing Huate Xingye Keji Co. Ltd.	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

3.13	Certificate of Correction to Trip Tech’s Articles of Incorporation, dated August 11, 2008	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

3.14	Certificate of Amendment to Certificate of Incorporation of the Company, dated September 24, 2008	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on September 29, 2008

3.15	Certificate of Corporate Resolutions Designating Series A Preferred Stock of the Company, dated August 12, 2008	Incorporated by reference to Exhibit 3.15 to the Company’s Annual Report on Form 10-K as filed with the SEC on March 31, 2009

3.16	Certificate of Amendment to Certificate of Incorporation of the Company, dated March 11, 2011 (name change, increase of authorized and forward split)	Incorporation by reference to the Company’s Current Report on Form 8-K as filed with the SEC on March 28, 2011

10.1	Exclusive Technology Consultation Service Agreement, dated March 31, 2008, by and among Beijing Huate Xingye Keji Co. Ltd. and Winland International	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

10.2	Exclusive Technology Consultation Service Agreement, dated March 31, 2008, by and among Beijing Huate Xingye Keji Co. Ltd. and Winland Logistics	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

10.3	Exclusive Technology Consultation Service Agreement, dated March 31, 2008, by and among Beijing Huate Xingye Keji Co. Ltd. and Shipping Online	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

10.4	Exclusive Equity Interest Purchase Agreement, dated March 31, 2008, by and among Wallis Development Limited, Dalian Winland International Shipping Agency Co., Ltd. and Dalian Winland Group Co., Ltd.	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

10.5	Exclusive Equity Interest Purchase Agreement, dated March 31, 2008, by and among Wallis Development Limited, Dalian Winland International Shipping Agency Co., Ltd. and Dalian Weihang Logistic Agent Co., Ltd.	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008
10.6	Exclusive Equity Interest Purchase Agreement, dated March 31, 2008, by and among Wallis Development Limited, Dalian Winland International Shipping Agency Co., Ltd. and Dalian Winland Shipping Co., Ltd.	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

10.7	Exclusive Equity Interest Purchase Agreement, dated March 31, 2008, by and between Wallis Development Limited, Dalian Winland International Logistic Co., Ltd. and Dalian Winland Group Co., Ltd.	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

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10.8	Exclusive Equity Interest Purchase Agreement, dated March 31, 2008, by and between Wallis Development Limited, Dalian Winland International Logistic Co., Ltd. and Dalian Winland Shipping Co., Ltd.	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

10.9	Exclusive Equity Interest Purchase Agreement, dated March 31, 2008, by and between Wallis Development Limited, Dalian Winland International Logistic Co., Ltd. and Dalian Winland International Shipping Agency Co., Ltd.	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

10.10	Exclusive Equity Interest Purchase Agreement, dated March 31, 2008, by and among Wallis Development Limited, Dalian Shipping Online Network Co., Ltd. and Li Honglin	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

10.11	Exclusive Equity Interest Purchase Agreement, dated March 31, 2008, by and among Wallis Development Limited, Dalian Shipping Online Network Co., Ltd. and Xue Ying	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008
10.12	Equity Interest Pledge Agreement, dated March 31, 2008, by and between Beijing Huate Xingye Keji Co. Ltd. and Dalian Winland Group Co.	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

10.13	Equity Interest Pledge Agreement, dated March 31, 2008, by and between Beijing Huate Xingye Keji Co. Ltd. and Dalian Winland Shipping Co., Ltd.	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

10.14	Equity Interest Pledge Agreement, dated March 31, 2008, by and between Beijing Huate Xingye Keji Co. Ltd. and Dalian Weihang Logistic Agent Co., Ltd.	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

10.15	Equity Interest Pledge Agreement, dated March 31, 2008, by and between Beijing Huate Xingye Keji Co. Ltd. and Dalian Winland International Logistic Co., Ltd.	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

10.16	Equity Interest Pledge Agreement, dated March 31, 2008, by and between Beijing Huate Xingye Keji Co. Ltd. and Dalian Winland Group Co.	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

10.17	Equity Interest Pledge Agreement, dated March 31, 2008, by and between Beijing Huate Xingye Keji Co. Ltd. and Winland Shipping Co., Ltd.	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

10.18	Equity Interest Pledge Agreement, dated March 31, 2008, by and between Beijing Huate Xingye Keji Co. Ltd. and Li Honglin	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

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10.19	Equity Interest Pledge Agreement, dated March 31, 2008, by and between Beijing Huate Xingye Keji Co. Ltd. and Xue Ying	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

10.20	Powers of Attorney, dated March 31, 2008, executed by Dalian Winland Group Co., Ltd., Dalian Winland Shipping Co., Ltd. and Dalian Weihang Logistic Agent Co., Ltd. in favor of Beijing Huate Xingye Keji Co. Ltd. For Dalian Winland International Shipping Agency Co., Ltd.	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

10.21	Powers of Attorney, dated March 31, 2008, executed by Dalian Winland Group Co., Ltd., Dalian Winland Shipping Co., Ltd. and Dalian Winland International Shipping Agency Co., Ltd. in favor of Beijing Huate Xingye Keji Co. Ltd. for Dalian Winland International Logistic Co., Ltd.	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

10.22	Powers of Attorney, dated March 31, 2008, executed by Li Honglin and Xue Ying in favor of Beijing Huate Xingye Keji Co. Ltd. and Dalian Shipping Online Network Co., Ltd.	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on August 12, 2008

10.23	Memorandum of Agreement, dated June 3, 2009, by and between Mario Shipping Corporation and Winland Shipping Co. Ltd.	Incorporated by reference to Exhibit 10.23 to the Company’s Quarterly Report on Form 10-Q as filed wit hthe SEC on November 13, 2009
10.24	Addendum No. 1 to Memorandum of Agreement dated June 4, 2009 (Bao Shun)	Incorporated by reference to Exhibit 10.24 to the Company’s Quarterly Report on Form 10-Q as filed wit hthe SEC on November 13, 2009

10.25	Addendum No. 2 to Memorandum of Agreement dated July 14, 2009 (Bao Shun)	Incorporated by reference to Exhibit 10.25 to the Company’s Quarterly Report on Form 10-Q as filed wit hthe SEC on November 13, 2009
10.26	Loan Agreement (Mitsubishi UFJ Lease Finance Co., Ltd.)	Incorporated by reference to Exhibit 10.26 to the Company’s Quarterly Report on Form 10-Q as filed wit hthe SEC on November 13, 2009

10.27	Amendment to Loan Agreement (Mitsubishi UFJ Lease Finance Co., Ltd.)	Incorporated by reference to Exhibit 10.27 to the Company’s Quarterly Report on Form 10-Q as filed wit hthe SEC on November 13, 2009

10.28	First Preferred Panamanian Ship Mortgage	Incorporated by reference to Exhibit 10.28 to the Company’s Quarterly Report on Form 10-Q as filed wit hthe SEC on November 13, 2009

10.29	Deed of Guarantee	Incorporated by reference to Exhibit 10.29 to the Company’s Quarterly Report on Form 10-Q as filed wit hthe SEC on November 13, 2009

14.1	Code of Ethics	Incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-KSB as filed with the SEC on March 28, 2008

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21	List of Subsidiaries	Incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K as filed with the SEC March 30, 2011

31.1	Certifications of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Provided herewith

31.2	Certifications of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Provided herewith

32.1	Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act Of 2002	Provided herewith

32.2	Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act Of 2002	Provided herewith

99.1	Audit Committee Charter, dated January 15, 2009	Incorporated by reference Exhibit 99.1 to the Company’s Current Report on Form 8-K as filed with the SEC on January 20, 2009

99.2	Compensation Committee Charter, dated January 15, 2009	Incorporated by reference Exhibit 99.2 to the Company’s Current Report on Form 8-K as filed with the SEC on January 20, 2009
99.3	Corporate Governance and Nominating Committee Charter, dated January 15, 2009	Incorporated by reference Exhibit 99.3 to the Company’s Current Report on Form 8-K as filed with the SEC on January 20, 2009

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SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

	WINLAND OCEAN SHIPPING CORP.

Date: August 12, 2011	By:	/s/ Xue Ying
	Name:	Xue Ying
	Its:	Chief Executive Officer, Principal Executive
		Officer,
		Secretary and Director

Date: August 12, 2011	By:	/s/ Jing Yan
	Name:	Jing Yan
	Its:	Chief Financial Officer, Principal Financial
		and
		Accounting Officer

- 30 -

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