U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~March 3031, ~~2009~~2010

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

For the transition period from __________ to __________

Commission file number 000-150613

~~DEVELOCAP,~~TRAI THIEN USA INC.

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


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


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

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

No Change

(Former name, former address and former ~~fiscal year, if changed since last report)~~

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

Indicate by check mark whether the ~~registrant~~issuer ~~has~~(1) ~~submitted~~filed ~~electronically~~all ~~and~~reports ~~posted on its corporate Web site, if any, every Interactive Data File~~ required to be ~~submitted~~filed ~~and~~by ~~posted~~Section ~~pursuant~~13 toor ~~Rule~~15(d) ~~405~~ of ~~Regulation~~the ~~S-T~~Exchange Act during the ~~preceding~~past 12 months (or for such shorter period that the registrant was required to ~~submit~~file such reports), and ~~post~~(2) has been subject to such ~~files)~~filing requirements for the past 90 days. Yes S NoX £. No .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes X . No .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large ~~Accelerated~~accelerated ~~Filer~~filer £. Accelerated ~~Filer~~filer £. Non-accelerated ~~Accelerated~~filer ~~Filer~~. £(Do ~~Small~~not ~~Reporting~~check ~~Company~~if Sa smaller reporting company) Smaller reporting company X .

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

~~APPLICABLE~~Indicate ~~ONLY~~the TOnumber ~~ISSUERS~~of ~~INVOLVED~~shares INoutstanding ~~BANKRUPTCY~~of each of the issuer’s classes of Common Stock as of the latest practicable date:30,000,000 shares of Common Stock, $.001 par value as of May 21, 2010.

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13, or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes £ No £

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock as of the latest practicable date:28,400,000 shares of Common Stock, $.001 par value as of November 23, 2009.

INDEX

PART I. – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	21
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	24
Item 4.	Controls and Procedures	24
Item 4t.	Controls and Procedures	24
PART II. – OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	~~Submission of Matters to a Vote of Security Holders~~Reserved	24
Item 5.	Other Information	24
Item 6.	Exhibits	25

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

~~DEVELOCAP,~~TRAI THIEN USA INC.

~~(Formerly~~INDEX ~~Trai~~TO ~~Thien~~CONDENSED ~~Sea~~CONSOLIDATED ~~Transport~~FINANCIAL ~~Investment and~~ STATEMENTS

Development Joint Stock Company)

INDEX TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

(UNAUDITED)

	Page
Condensed Consolidated and Combined Balance Sheets as of September 30, 2009 and December 31, 2008	4
Condensed Consolidated Balance Sheets as of March 31, 2010 and December 31, 2009	4
Condensed Consolidated and Combined Statements of Operations And Comprehensive Income (Loss) for the Three and Nine Months ended September 30, 2009 and 2008	5
Condensed Consolidated Statements of Operations And Comprehensive Income (Loss) for the Three Months ended March 31, 2010 and 2009	5
Condensed Consolidated and Combined Statements of Cash Flows for the Nine Months ended September 30, 2009 and 2008	6
Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2010 and 2009	6
Condensed Consolidated and Combined Statement of Stockholders’ Equity for the Nine Months ended September 30, 2009	7
Condensed Consolidated Statement of Stockholders’ Equity for the Three months ended March 31, 2010	7
Notes to Condensed Consolidated and Combined Financial Statements	8
Notes to Condensed Consolidated Financial Statements	8

~~DEVELOCAP,~~TRAI THIEN USA INC.

~~(Formerly~~CONDENSED ~~Trai~~CONSOLIDATED ~~Thien~~BALANCE ~~Sea Transport Investment and Development Joint Stock Company)~~SHEETS

~~CONDENSED~~AS ~~CONSOLIDATED~~OF MARCH 31, 2010 AND ~~COMBINED~~DECEMBER ~~BALANCE~~31, ~~SHEETS~~2009

AS OF SEPTEMBER 30, 2009 AND DECEMBER 31, 2008

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

	September 30, 2009		December 31, 2008
	March 31, 2010		December 31, 2009
	(Unaudited)		(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	116,~~938,269~~304	$	59102,~~621~~484
Amount due from a stockholder		-		1,570,047
Accounts receivable, net		15,241		104
Prepayments and other current assets		389,615		-
Advances to a supplier		-		2,688,645
Total current assets		2,327,884		1,629,668
Prepayments and other current assets		989,218		541,923
Deferred tax assets		195,284		147,850
Total current assets		1,216,047		3,481,006
Non-current assets:
Vessel construction in progress		1517,~~397~~582,~~159~~093		1115,~~537~~476,~~822~~379
Plant and equipment, net		121,715		16,601
Property, plant and equipment, net		9,444,374		4,881,462
TOTAL ASSETS	$	1728,~~846~~242,~~758~~514	$	1323,~~184~~838,~~091~~847
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	1,177,070	$	591,198
Accounts payable, trade	$	2,027,548	$	1,354,294
Current portion of bank borrowings		3,912,965		90,349
Short-term bank borrowings		6,629,011		7,499,197
Income tax payable		79,017		105,429
Current portion of long-term bank borrowings		1,214,233		518,693
Total current liabilities		5,169,052		786,976
Promissory note		1,437,912		-
Amount due to a stockholder		64,068		50,068
Income tax payable		205,682		145,805
Accrued liabilities and other payables		683,352		300,945
Total current liabilities		12,261,806		9,869,002
Long-term liabilities:
Bank borrowings		232,742		-
Long-term bank borrowings		4,342,146		1,945,153
Total long-term liabilities		232,742		-
Total liabilities		16,603,952		11,814,155
Total liabilities		5,401,794		786,976
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value; 1,000,000 shares authorized; no share issued and outstanding		-		-
Common stock, $0.001 par value; 199,000,000 shares authorized; 28,400,000 and 23,400,000 shares issued and outstanding as of September 30, 2009 and December 31, 2009		28,400		23,400
Common stock, $0.001 par value; 199,000,000 shares authorized; 30,000,000 and 30,000,000 shares issued and outstanding as of March 31, 2010 and December 31, 2009		30,000		30,000
Additional paid-in capital		13,~~023~~117,~~180~~580		13,~~028~~117,~~180~~580
Accumulated other comprehensive loss		(12,~~241~~011,~~834~~629)		(~~959~~1,~~439~~624,628)
Reserve funds		113,506		-
Reserve fund		236,602		236,602
Retained earnings		~~521~~266,~~712~~009		~~304~~265,~~974~~138
Total stockholders’ equity		1211,~~444~~638,~~964~~562		12,~~397~~024,~~115~~692
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1728,~~846~~242,~~758~~514	$	1323,~~184~~838,~~091~~847

See accompanying notes to condensed consolidated ~~and combined~~ financial statements.

~~DEVELOCAP,~~TRAI THIEN USA INC.

~~(Formerly~~CONDENSED ~~Trai~~CONSOLIDATED ~~Thien~~STATEMENTS ~~Sea~~OF ~~Transport~~OPERATIONS ~~Investment~~AND ~~and Development Joint Stock Company)~~

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2009~~2010 AND ~~2008~~2009

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

(Unaudited)

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

2009

2008

2009

2008

2010

2009

Revenues, net

12,~~651~~913,~~298~~249

~~912~~1,~~253~~849,130

~~5,721,222~~

~~2,565,237~~

Operating expenses:

Voyage expense

(~~555~~1,~~614~~384,694)

(~~343~~772,~~231~~711)

~~(2,360,188)~~

~~(821,877)~~

Vessel operating expense

(~~407~~447,~~066~~928)

(~~137~~212,~~493~~441)

~~(777,876)~~

~~(382,843)~~

Rental expense

(~~517~~492,~~695~~289)

(~~382~~525,~~730~~423)

~~(1,561,830)~~

~~(1,113,025)~~

Selling, general and administrative

(45333,~~125~~004)

(35299,~~494~~660)

~~(613,554)~~

~~(136,789)~~

Total operating expenses

(12,~~525~~657,~~500~~915)

(~~898~~1,~~948~~810,235)

~~(5,313,448)~~

~~(2,454,534)~~

Income from operations

~~125~~255,~~798~~334

1338,~~305~~895

~~407,774~~

~~110,703~~

Other income (expense):

Other income

9,005

Other expense

(8)

Interest income

5640

5584

~~709~~

~~234~~

Interest expense

(66241,~~636~~894)

(2,~~169~~442)

~~(93,231)~~

~~(6,167)~~

Income before income taxes

5913,~~218~~480

1136,~~191~~529

~~315,252~~

~~113,775~~

Income tax credit

13,326

14,992

Income tax expense

(12,609)

(1,231)

NET INCOME

~~72,544~~871

1135,~~191~~298

~~330,244~~

~~113,775~~

Other comprehensive loss:

- Foreign currency translation loss

(15387,~~103~~001)

(7433,~~296~~992)

~~(282,395)~~

~~(125,311)~~

COMPREHENSIVE INCOME (LOSS)

57,441

(63,105)

47,849

(11,536)

COMPREHENSIVE (LOSS) INCOME

(386,130)

1,306

Net income per share – Basic and diluted

0.00

~~0.01~~

~~0.00~~

Weighted average shares outstanding – Basic and diluted

2830,~~400~~000,000

23,400,000

~~28,400,000~~

~~23,400,000~~

See accompanying notes to condensed consolidated ~~and combined~~ financial statements.

~~DEVELOCAP,~~TRAI THIEN USA INC.

~~(Formerly~~CONDENSED ~~Trai~~CONSOLIDATED ~~Thien~~STATEMENTS ~~Sea~~OF ~~Transport~~CASH ~~Investment and Development Joint Stock Company)~~FLOWS

~~CONDENSED~~FOR ~~CONSOLIDATED~~THE ~~AND~~THREE ~~COMBINED~~MONTHS ~~STATEMENTS~~ENDED OFMARCH ~~CASH~~31, ~~FLOWS~~2010 AND 2009

~~FOR~~(Currency ~~THE~~expressed ~~NINE~~in ~~MONTHS~~United ~~ENDED~~States ~~SEPTEMBER~~Dollars ~~30, 2009 AND 2008~~(“US$”))

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

(Unaudited)

	Nine months ended September 30,
	Three months ended March 31,
	2009		2008
	2010		2009
Cash flows from operating activities:
Net income	$	~~330,244~~871	$	~~113~~35,~~775~~298
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		10112,~~326~~288		51,~~172~~834
Deferred tax assets		(53,157)		-
Changes in operating assets and liabilities:
Accounts receivable, trade		-(15,425)		80(12,~~458~~819)
Prepayments and other current assets		(338,489)		-
Advances to a supplier		2,651,157		-
Accounts payable and accrued liabilities		540,113		325,111
Prepayments and other current assets		(472,836)		54,772
Income tax payable		(24,373)		(39,440)
Accounts payable, trade		730,152		-
Net cash provided by operating activities		517,821		485,076
Accrued liabilities and other payables		398,839		(368,222)
Income tax payable		65,766		1,171
Net cash provided by (used in) operating activities		3,417,655		(287,966)
Cash flows from investing activities:
Purchase of plant and equipment		(116,903)		(9,845)
Purchase of property, plant and equipment		(4,920,340)		-
(Payment to) repayment from shipyards on vessel building		(4,153,018)		730,668
Payment to shipyards on vessel building		(2,651,157)		-
Net cash (used in) provided by investing activities		(4,269,921)		720,823
Net cash used in investing activities		(7,571,497)		-
Cash flows from financing activities:
Proceeds from bank borrowing		4,189,008		-
Advance from a stockholder		14,000		494,156
Payments on bank borrowings		(89,310)		(204,670)
Proceed from promissory note		1,464,872		-
Repayment from (advance to) stockholders		1,551,982		(973,104)
Proceeds from long term bank borrowing		3,316,309		-
Net cash provided by (used in) financing activities		5,651,680		(1,177,774)
Payments on short term bank borrowings		(641,333)		-
Effect of exchange rate changes in cash and cash equivalents		(20,932)		(1,206)
Payments on long term bank borrowings		(89,632)		-
NET CHANGE IN CASH AND CASH EQUIVALENTS		1,878,648		26,919
Net cash provided by financing activities		4,064,216		494,156
BEGINNING OF PERIOD		59,621		18,297
Effect of exchange rate changes in cash and cash equivalents		3,446		(5,108)
END OF PERIOD	$	1,938,269	$	45,216
NET CHANGE IN CASH AND CASH EQUIVALENTS		(86,180)		201,082
BEGINNING OF PERIOD		102,484		59,621
END OF PERIOD	$	16,304	$	260,703
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	$	~~9,380~~-	$	-
Cash paid for interest	$	26106,~~515~~250	$	62,~~137~~442

See accompanying notes to condensed consolidated ~~and combined~~ financial statements.

~~DEVELOCAP,~~TRAI THIEN USA INC.

~~(Formerly~~CONDENSED ~~Trai~~CONSOLIDATED ~~Thien~~STATEMENT ~~Sea~~OF ~~Transport~~STOCKHOLDERS’ ~~Investment and Development Joint Stock Company)~~EQUITY

~~CONDENSED~~FOR ~~CONSOLIDATED~~THE ~~AND~~THREE ~~COMBINED~~MONTHS ~~STATEMENT~~ENDED OFMARCH ~~STOCKHOLDERS’~~31, ~~EQUITY~~2010

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009

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

(Unaudited)

	Common stock				Additional paid-in capital	~~Additional paid-in capital~~	Accumulated other comprehensive loss		~~Accumulated~~Reserve ~~other comprehensive loss~~fund		Retained earnings	~~Reserve funds~~	Total stockholders’ equity	~~Retained earnings~~		~~Total stockholders’ equity~~
	No. of share		Amount
Balance as of January 1, 2009	23,400,000		$	23,400		$	13,028,180		$	(959,439)		$	-	$	304,974	$	12,397,115
Balance as of January 1, 2010	30,000,000	$	30,000	$	13,117,580	$	(1,624,628)	$	236,602	$	265,138	$	12,024,692
Recapitalization and reverse acquisition	5,000,000			5,000			(5,000)			-			-				-
Net income for the period	-		-		-		-		-		871		871
Net income for the period	-			-			-			-			-		330,244		330,244
Foreign currency translation adjustment	-		-		-		(387,001)		-		-		(387,001)
Appropriations to reserve funds	-			-			-			-			113,506		(113,506)		-
Balance as of March 31, 2010	30,000,000	$	30,000	$	13,117,580	$	(2,011,629)	$	236,602	$	266,009	$	11,638,562
Foreign currency translation adjustment	-			-			-			(282,395)			-		-		(282,395)
Balance as of September 30, 2009	28,400,000		$	28,400		$	13,023,180		$	(1,241,834)		$	113,506	$	521,712	$	12,444,964

See accompanying notes to condensed consolidated ~~and combined~~ financial statements.

~~DEVELOCAP,~~TRAI THIEN USA INC.

~~(Formerly~~NOTES ~~Trai~~TO ~~Thien~~CONDENSED ~~Sea~~CONSOLIDATED ~~Transport~~FINANCIAL ~~Investment and Development Joint Stock Company)~~STATEMENTS

~~NOTES~~FOR TOTHE ~~CONDENSED~~THREE ~~CONSOLIDATED~~MONTHS ~~AND~~ENDED ~~COMBINED~~MARCH ~~FINANCIAL~~31, ~~STATEMENTS~~2010 AND 2009

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

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

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION

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

In the opinion of management, the consolidated balance sheet as of ~~December~~March 31, ~~2008~~2010 which has been derived from audited consolidated financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended ~~September~~March 3031, ~~2009~~2010 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2010 or for any future period.

These unaudited condensed consolidated ~~and combined~~ financial statements and notes thereto should be read in conjunction with the ~~financial~~Management’s ~~statements~~Discussion ofand the ~~Company~~audited ~~for~~financial ~~the~~statements ~~year ended December 31, 2008~~ and notes thereto included in the ~~Company’s~~Annual Report on Form 10-K ~~annual~~for ~~report~~the year ended December 31, 2009.

On September 30, 2009, the board of directors of the Company approved a change in the Company’s fiscal year from January 31 to December 31.

NOTE 2 – ORGANIZATION AND BUSINESS BACKGROUND

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

In March 2009, the Company entered into a Share Exchange Agreement (the “Agreement”) with Trai Thien Sea Transport Investment and Development Joint Stock Company (“Trai Thien“) among the stockholders of the Company and Trai Thien. Pursuant to the Agreement, the Company agreed to issue an aggregate of 23,400,000 shares of its common stock to Trai Thien’s shareholders in exchange for all of the issued and outstanding shares of Trai Thien, thus causing Trai Thien to become a subsidiary of the Company. The closing of the Agreement is subject to the fulfillment of certain conditions, including, but not limited to the receipt of all requisite consents, waivers and approvals by the Company and Trai Thien.

On July 31, 2009, the Company also entered into Amended Share Exchange Agreement (“Amended Share Exchange Agreement”) and Escrow Agreement (“Escrow Agreement”) among the shareholders of Trai Thien and Trai Thien, as well as its escrow agent. Pursuant to the Amended Share Exchange Agreement and Escrow Agreement, the Company agreed to place 15,903,000 shares of its common stock in escrow and Trai Thien’s shareholders agreed to place their 10,680,930 shares of Trai Thien’s capital stock representing 51% of total issued and outstanding shares in escrow upon the approval and registration of such acquisition in accordance with the applicable Vietnamese laws and regulations.

In connection with the Amended Share Exchange Agreement and Escrow Agreement, the Company concurrently entered into Management Service Agreement (“Management Service Agreement”) with Trai Thien and its stockholders. Pursuant to the Management Service Agreement,

(a)

the Company has the exclusive right to provide to Trai Thien with business consulting and related services in connection with cargo transportation in Vietnam;

(b)

the Company provides guidance and instruction on Trai Thien’s daily operations, investment decision, financial management and employment issues under Trai Thien’s Corporate Charter;

(c)

the Company appoints Mr. Nguyen Quoc Khanh as a legal representative and chairman of the board of directors of Trai Thien;

(d)

Trai Thien, in return agrees to pay the Company a quarterly fee equal to 51% of Trai Thien’s total net income after taxes;

(e)

The agreement is in effect for 3 years starting from September 30, 2009, subject to an automatic renewal for a successive 1 year, unless terminated upon the Company’s acquisition of the remaining 51% interest in Trai Thien under the Amended Share Exchange Agreement and in accordance with all applicable Vietnamese laws and regulations.

~~DEVELOCAP,~~TRAI THIEN USA INC.

~~(Formerly~~NOTES ~~Trai~~TO ~~Thien~~CONDENSED ~~Sea~~CONSOLIDATED ~~Transport~~FINANCIAL ~~Investment and Development Joint Stock Company)~~STATEMENTS

~~NOTES~~FOR TOTHE ~~CONDENSED~~THREE ~~CONSOLIDATED~~MONTHS ~~AND~~ENDED ~~COMBINED~~MARCH ~~FINANCIAL~~31, ~~STATEMENTS~~2010 AND 2009

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

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

(Unaudited)

The stock exchange transaction in concurrent with a series of agreements has been accounted for as a reverse acquisition and recapitalization of the Company whereby Trai Thien is deemed to be the accounting acquirer (legal acquiree) and the Company to be the accounting acquiree (legal acquirer). The Company is deemed to be a continuation of the business of Trai Thien.

Accordingly, the accompanying consolidated ~~and combined~~ financial statements include the following:

(1)

the balance sheet consists of the net assets of the accounting acquirer at historical cost and the net assets of the accounting acquiree at historical cost;

(2)

the financial position, results of operations, and cash flows of the accounting acquirer for all periods presented as if the recapitalization had occurred at the beginning of the earliest period presented and the operations of the accounting acquiree from the date of stock exchange transaction.

The Company has adopted the provisions of Accounting Standards Codification ("ASC") Topic 810-10-5-8, “Variable Interest Entities” (ASC 810-10-5-8), which requires certain variable interest entities to be consolidated by the primary beneficiary of the entity. With the above agreements, the Company’s management evaluated the relationships between the Company and Trai Thien and concluded that the Company is the primary beneficiary of Trai Thien, and Trai Thien is a VIE of the Company. Accordingly, the Company has consolidated Trai Thien’s results of operations, assets and liabilities in the accompanying consolidated financial statements of the Company.

~~Accordingly,~~The Company operates its chartered and owned vessels in the ~~Company~~ocean ~~has~~transportation ~~consolidated~~in Vietnam, through its variable interest entity (“VIE”), Trai Thien’s, ~~results~~which ofis ~~operations,~~registered ~~assets~~as ~~and~~a ~~liabilities~~joint instock ~~the~~company ~~accompanying~~under ~~consolidated~~the ~~financial~~Enterprise ~~statements~~Law of the ~~Company.~~Socialist ~~Prior~~Republic toof ~~the~~Vietnam ~~date~~on ~~that~~June ~~Trai~~11, ~~Thien~~2007, ~~became~~which aprimarily ~~VIE~~charters ofvessels from the ~~Company,~~ship-owners and operates the ~~accompanying~~vessels ~~combined~~in ~~financial~~the ~~statements~~ocean ~~combine~~transportation ~~the~~of ~~statements~~a broad range of ~~operations~~major and minor bulk cargoes including iron ore, ~~cash~~coal, ~~flows~~grain, cement and ~~stockholders’~~fertilizer, ~~equity~~along ofAsian ~~Trai~~shipping ~~Thien~~routes.

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

NOTE 3 - GOING CONCERN UNCERTAINTIES

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

The Company has committed and contracted for the construction of 97 vessels in Vietnam with a combined carrying capacity of 5849,~~500~~900 deadweight tons in the aggregate value of approximately $8065.5 million (equivalent to VND1,~~449~~262,000,000,000), which are expected to be delivered between ~~October~~2010 ~~2009~~ and 2011. As of ~~September~~March 3031, ~~2009~~2010, the Company has available $116,~~938,269~~304 cash and cash equivalents and suffers from negative working capital of $11,045,759, ~~which~~whereas the Company may not ~~able~~have sufficient working capital to meet with ~~such~~these capital commitments. The Company plans to finance the construction of 9these 7 newly-built vessels through ~~the~~ additional capital injection from its shareholders or external financing from ~~the~~ banks or a mixed of financing sources. However, there can be no assurance that the Company will be able to obtain sufficient funds to meet with its obligations on a timely basis towards the delivery of the vessels.

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

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Use of estimates

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

~~DEVELOCAP,~~TRAI THIEN USA INC.

~~(Formerly~~NOTES ~~Trai~~TO ~~Thien~~CONDENSED ~~Sea~~CONSOLIDATED ~~Transport~~FINANCIAL ~~Investment and Development Joint Stock Company)~~STATEMENTS

~~NOTES~~FOR TOTHE ~~CONDENSED~~THREE ~~CONSOLIDATED~~MONTHS ~~AND~~ENDED ~~COMBINED~~MARCH ~~FINANCIAL~~31, ~~STATEMENTS~~2010 AND 2009

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

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

(Unaudited)

Basis of consolidation

The ~~accompanying~~ condensed consolidated ~~and combined~~ financial statements ~~reflect~~include the consolidated operations of Develocap and its variable interest entity as of and subsequent to September 30, 2009 and a combined entity comprising the assets and liabilities that constituted the continuation of the business of Trai Thien for the periods prior to September 30, 2009. The consolidated and combined financial statements ~~include the assets, liabilities and results~~ of ~~operations~~TRTH ~~of the Company~~ and its ~~variable interest entity, in which Trai Thien is considered a primary beneficiary of the Company as defined in ASC 810-10-5-8~~VIE. All significant inter-company balances and transactions within the Company have been eliminated inupon consolidation ~~and combination~~.

Variable interest entity (“VIE”)

The Company operates its chartered vessels in the ocean transportation in Vietnam, through its variable interest entity, Trai Thien, which is registered as a joint stock company under the Enterprise Law of the Socialist Republic of Vietnam on June 11, 2007, which primarily charters vessels from the ship-owners and operates the vessels in the ocean transportation of a broad range of major and minor bulk cargoes including iron ore, coal, grain, cement and fertilizer, along Asian shipping routes. ~~The fiscal year of Trai Thien is December 31.~~

On ~~September~~March 3031, ~~2009~~2010, the Company entered into a series of agreements with Trai Thien. Under such contractual arrangements, the Company was provided with the ability to control Trai Thien, including its financial interest as described below:

Share Exchange Agreement, the Company agreed to issue an aggregate of 23,400,000 shares of its common stock to Trai Thien’s stockholders in exchange for all of the issued and outstanding shares of Trai Thien,

Amended Share Exchange Agreement, the Company agreed to place 15,903,000 shares of its common stock in escrow and Trai Thien’s shareholders agreed to place their 10,680,930 shares of Trai Thien’s capital stock representing 51% of total issued and outstanding shares in escrow,

Escrow Agreement, the Company has the exclusive right to acquire the remaining 51% of the outstanding capital stock of Trai Thien in exchange for 15,903,000 share of the Company’s common stock, which is held in escrow, upon the approval of such acquisition in accordance with all applicable Vietnamese laws and regulations; and

Management Services Agreement, the Company appoints its chairman, Mr. Nguyen Quoc Khanh as a legal representative and chairman of the board of directors of Trai Thien. The Company has exclusive right to provide business consulting services and guidance on Trai Thien’s daily operations, investment decision, financial management and employment issues under Trai Thien’s Corporate Charter. Trai Thien, in return agrees to pay the Company a quarterly fee equal to 51% of Trai Thien’s total net income after taxes.

With the above agreements, the Company has evaluated the relationship between the Company and Trai Thien and concluded that the Company demonstrates its ability to control Trai Thien as the primary beneficiary and Trai Thien is a VIE of the Company, in accordance with ASC 810-10-5-8.

Accordingly, the Company has consolidated Trai Thien’s results of operations, assets and liabilities in the accompanying condensed consolidated financial statements of the Company.

Prior to the date that Trai Thien became a VIE of the Company, the accompanying combined financial statements combine the statements of operations, cash flows and stockholders’ equity of Trai Thien.

Cash and cash equivalents

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

Accounts receivable and allowance for doubtful accounts

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

As of March 31, 2010 and December 31, 2009, the allowance for doubtful accounts was $9,355 and $9,665, respectively.

~~DEVELOCAP,~~TRAI THIEN USA INC.

~~(Formerly~~NOTES ~~Trai~~TO ~~Thien~~CONDENSED ~~Sea~~CONSOLIDATED ~~Transport~~FINANCIAL ~~Investment and Development Joint Stock Company)~~STATEMENTS

~~NOTES~~FOR TOTHE ~~CONDENSED~~THREE ~~CONSOLIDATED~~MONTHS ~~AND~~ENDED ~~COMBINED~~MARCH ~~FINANCIAL~~31, ~~STATEMENTS~~2010 AND 2009

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

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

(Unaudited)

~~Accounts~~Plant ~~receivable~~ and ~~allowance for doubtful accounts~~equipment

For the periods ended September 30, 2009 and 2008, the Company provided the allowance for doubtful accounts of $9,975 and $0, respectively.

Plant and equipment, net

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

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

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

Depreciation expense for the three months ended September 30, 2009 and 2008 was $6,011 and $1,924, respectively.

Depreciation expense for the nine months ended September 30, 2009 and 2008 was $10,326 and $5,172, respectively.

Vessel construction in progress

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

Impairment of long-~~life~~lived assets

Long-lived assets primarily include plant and equipment and vessel construction in progress. In accordance with the provisions of ASC Topic 360-10-5, “Impairment or Disposal of Long-Lived Assets”, the Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. There has been no impairment as of ~~September~~March 3031, ~~2009~~2010.

Revenue recognition

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

(a)

Cargo transportation revenue

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

DEVELOCAP, INC.

(Formerly Trai Thien Sea Transport Investment and Development Joint Stock Company)

NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

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

(Unaudited)

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

(b)

Interest income

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

Comprehensive income or loss

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

TRAI THIEN USA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009

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

(Unaudited)

Income taxes

The Company adopts the ASC Topic 740, “Income Taxes” regarding accounting for uncertainty in income taxes which prescribes the recognition threshold and measurement attributes for financial statement recognition and measurement of tax positions taken or expected to be taken on a tax return. In addition, the guidance requires the determination of whether the benefits of tax positions will be more likely than not sustained upon audit based upon the technical merits of the tax position. For tax positions that are determined to be more likely than not sustained upon audit, a company recognizes the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement in the financial statements. For tax positions that are not determined to be more likely than not sustained upon audit, a company does not recognize any portion of the benefit in the financial statements. The guidance provides for de-recognition, classification, penalties and interest, accounting in interim periods and disclosure.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2009~~2010 and ~~2008~~2009, the Company did not have any interest and penalties associated with tax positions. As of ~~September~~March 3031, ~~2009~~2010, the Company did not have any significant unrecognized uncertain tax positions.

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

Foreign currencies translation

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

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

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

Related parties

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

Segment reporting

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

~~DEVELOCAP,~~TRAI THIEN USA INC.

~~(Formerly~~NOTES ~~Trai~~TO ~~Thien~~CONDENSED ~~Sea~~CONSOLIDATED ~~Transport~~FINANCIAL ~~Investment and Development Joint Stock Company)~~STATEMENTS

~~NOTES~~FOR TOTHE ~~CONDENSED~~THREE ~~CONSOLIDATED~~MONTHS ~~AND~~ENDED ~~COMBINED~~MARCH ~~FINANCIAL~~31, ~~STATEMENTS~~2010 AND 2009

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

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

(Unaudited)

Segment reporting

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

Fair value measurement

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

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

Fair value of financial instruments

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

Recent accounting pronouncements

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

In ~~September~~June 2009, the Financial Accounting Standards ~~Codification~~Board (“~~ASC~~FASB”) ~~became~~expanded ~~the~~ASC ~~source~~810-10, ofto ~~authoritative~~provide Uguidance for variable interest entities (VIEs).S. ~~GAAP~~The ~~recognized~~change bymodifies our approach for determining the ~~Financial~~primary ~~Accounting~~beneficiary ~~Standards~~of ~~Board~~a ~~(“FASB”)~~VIE ~~for~~by ~~nongovernmental~~assessing whether we have control over such entities,. ~~except~~This ~~for~~change ~~certain~~is ~~FASB~~effective ~~Statements~~for ~~not~~us ~~yet~~on ~~incorporated~~July ~~into~~1, ~~ASC~~2010. ~~Rules~~The ~~and~~Company ~~interpretive~~is ~~releases~~currently ofevaluating the ~~SEC~~requirements ~~under~~of ~~federal~~the ~~securities~~VIE ~~laws~~provisions ~~are~~of ~~also~~ASC ~~sources~~810-10, ofbut ~~authoritative~~does ~~U.S.~~not ~~GAAP~~expect ~~for~~a ~~registrants.~~material ~~The~~impact ~~discussion~~on ~~below~~its ~~includes~~condensed ~~the~~consolidated ~~applicable~~financial ~~ASC reference~~statements.

~~The~~In ~~Company~~October ~~adopted~~2009, ~~ASC~~the ~~Topic~~FASB ~~810~~issued Accounting Standard Update (ASU) No. 2009-1013, “~~Consolidation~~Revenue Recognition” (~~formerly~~Topic ~~SFAS No~~605). ~~160,~~The ~~“Noncontrolling~~accounting ~~Interests~~standard inupdate ~~Consolidated~~addresses ~~Financial~~the ~~Statements~~accounting –for anmultiple-deliverable ~~amendment~~arrangements ofto ~~ARB~~enable ~~No.~~vendors ~~51”)~~to ~~effective~~account ~~January~~for 2,products ~~2009~~or services separately rather than as a combined unit. ~~Topic~~Specifically, ~~810-10~~this ~~changes~~subtopic ~~the~~addresses ~~manner~~how ofto ~~presentation~~separate deliverables and ~~related~~how ~~disclosures~~to ~~for~~measure ~~the~~and ~~noncontrolling~~allocate ~~interest~~arrangement inconsideration ato ~~subsidiary~~one ~~(formerly~~or ~~referred~~more tounits asof aaccounting. ~~minority~~ASU ~~interest)~~2009-13 ~~and~~will be effective for ~~the~~us ~~deconsolidation~~on ofJuly a1, ~~subsidiary~~2010. The ~~adoption~~Company is currently evaluating the requirements of ~~these~~ASU ~~sections~~2009-13, ~~did~~but does not ~~have~~expect a material impact on ~~the~~its ~~Company’s~~ condensed consolidated financial statements.

FASB ASC ~~Topic 815-10~~810, “~~Derivatives~~Consolidation” ~~and~~(“ASC ~~Hedging~~810”), ~~(formerly~~establishes ~~SFAS~~accounting ~~No.~~and ~~161~~reporting standards for minority interests, ~~“Disclosures~~which ~~about~~are ~~Derivative~~recharacterized ~~Instruments~~as noncontrolling interests. ASC 810 was revised so that noncontrolling interests are classified as a component of equity separate from the parent’s equity; purchases or sales of equity interests that do not result in a change in control are accounted for as equity transactions; net income attributable to the noncontrolling interest are included in consolidated net income in the statement of operations; and ~~Hedging~~upon ~~Activities”)~~a loss of control, the interest sold, as well as any interest retained, is recorded at fair value, with any gain or loss recognized in earnings. This revision was ~~adopted~~effective byfor the Company ~~effective~~as of January 21, 2009. ~~The~~It ~~guidance~~applies ~~under~~prospectively, except for the presentation and disclosure requirements, for which it applies retroactively. In addition, ASC ~~Topic~~810 ~~815-10~~amends ~~changes~~the consolidation guidance applicable to variable interest entities. The amendments will significantly affect the ~~manner~~overall ofconsolidation ~~presentation~~analysis ~~and~~under ~~related~~ASC ~~disclosures~~810. This phase of ASC 810 became effective for the ~~fair~~Company ~~values~~on ofJanuary ~~derivative~~1, ~~instruments~~2010 and ~~their~~did ~~gains~~not ~~and~~impact ~~losses~~the Company’s consolidation conclusions for its variable interest entities.

In April 2009, the FASB issued an update to ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10) (formerly FASB Staff Position No. SFAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”). The standard provides additional guidance on estimating fair value in accordance with ASC 820-10 when the volume and level of transaction activity for an asset or liability have significantly decreased in relation to normal market activity for the asset or liability have significantly decreased and includes guidance on identifying circumstances that indicate if a transaction is not orderly. The Company adopted this pronouncement effective April 1, 2009 with no impact on its condensed consolidated financial statements.

~~DEVELOCAP,~~TRAI THIEN USA INC.

~~(Formerly~~NOTES ~~Trai~~TO ~~Thien~~CONDENSED ~~Sea~~CONSOLIDATED ~~Transport~~FINANCIAL ~~Investment and Development Joint Stock Company)~~STATEMENTS

~~NOTES~~FOR TOTHE ~~CONDENSED~~THREE ~~CONSOLIDATED~~MONTHS ~~AND~~ENDED ~~COMBINED~~MARCH ~~FINANCIAL~~31, ~~STATEMENTS~~2010 AND 2009

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

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

(Unaudited)

In ~~April~~January ~~2009~~2010, the FASB issued ~~FSP~~an ~~SFAS~~amendment ~~No.~~to ~~107-1,~~the ~~“Disclosures~~fair ~~about~~value ~~Fair~~measurement ~~Value~~and ofdisclosure ~~Financial~~standard ~~Instruments”~~improving ~~(“ASC~~disclosures ~~825-10”).~~about ~~ASC~~fair ~~825-10~~value ~~requires~~measurements. ~~fair~~This ~~value~~amended ofguidance ~~financial~~requires ~~instruments~~separate disclosure ~~for~~of ~~interim~~significant ~~reporting~~transfers ~~periods~~in and out of ~~publicly~~Levels ~~traded~~1 ~~companies~~and as2 ~~well~~and asthe inreasons ~~annual~~for ~~financial~~the ~~statements~~transfers. ~~ASC~~The ~~825-10~~amended isguidance ~~effective~~also ~~for~~requires ~~interim~~that ~~periods~~in ~~ending~~the ~~after~~Level ~~June~~3 15reconciliation, ~~2009~~the information about purchases, sales, issuances and ~~was~~settlements ~~adopted~~be bydisclosed ~~the~~separately ~~Company~~on ina ~~the~~gross ~~second~~basis ~~quarter~~rather ofthan ~~2009~~as one net number. ~~There~~The guidance for the Level 1 and 2 disclosures was noadopted ~~material~~on January 1, 2010, and did not have an impact toon our consolidated financial position, results of operations or cash flows. The guidance for the ~~Company’s~~activity ~~condensed~~in Level 3 disclosures is effective January 1, 2011, and will not have an impact on our consolidated financial ~~statements~~position, results of operations or cash flows as athe ~~result~~amended ofguidance provides only disclosure requirements. The Company had no significant transfers between Level 1, 2 or 3 inputs during the ~~adoption~~quarter ofended ~~ASC~~March ~~825-10~~31, 2010.

In ~~April~~February ~~2009~~2010, the FASB issued ~~FSP~~amended ~~APB~~guidance ~~No.~~on ~~28-1,~~subsequent ~~“Interim Financial Reporting” (“ASC 825-10”)~~events. ~~ASC~~Under ~~825-10~~this ~~requires~~amended ~~the~~guidance, ~~fair~~SEC ~~value~~filers ofare ~~financial~~no ~~instruments~~longer ~~disclosure~~required into ~~summarized~~disclose ~~financial~~the ~~information~~date atthrough ~~interim~~which ~~reporting~~subsequent ~~periods.~~events ~~ASC~~have ~~825-10~~been isevaluated ~~effective~~in ~~for~~originally ~~interim~~issued ~~periods ending after June 15, 2009~~ and ~~was~~revised ~~adopted~~financial ~~by the Company in the second quarter of 2009~~statements. ~~There~~This guidance was noeffective ~~material~~immediately ~~impact~~and to the Company’s ~~condensed~~adopted ~~consolidated~~these ~~financial~~new ~~statements~~requirements asfor ~~a result of~~ the ~~adoption~~quarter ofended ~~ASC~~March ~~825-10.~~31, 2010.

~~The~~In ~~Company~~April ~~adopted~~2010, ~~ASC~~the ~~Topic~~FASB ~~855~~issued ASU No. 2010-1018, “~~Subsequent~~Receivables: ~~Events”~~Effect ~~(formerly~~of ~~SFAS~~a ~~165,~~Loan ~~“Subsequent~~Modification ~~Events~~When the Loan is Part of a Pool That Is Accounted for as a Single Asset-a consensus of the FASB Emerging Task Force” (Topic 310). The amendments in this Update are effective ~~April~~for 1modifications of loans accounted for within pools under ASC Topic 310-30 occurring in the first interim or annual period ending on or after July 15, ~~2009~~2010. ~~This~~The ~~pronouncement~~amendments ~~changes~~are ~~the~~to ~~general~~be ~~standards~~applied ofprospectively. ~~accounting~~Early ~~for~~application ~~and~~is ~~disclosure~~permitted. ofThe ~~events~~Company ~~that~~does ~~occur~~not ~~after~~expect the ~~balance~~provisions ~~sheet~~of ~~date~~ASU ~~but~~2010-18 ~~before~~to have a material effect on the financial ~~statements~~position, ~~are~~results ~~issued~~of operations or ~~are~~cash ~~available~~flows toof bethe ~~issued~~Company.

In June 2009, the FASB finalized SFAS No. 167, “Amending FASB interpretation No. 46(R)”, which was included in ASC Topic 810-10-05 “Variable Interest Entities”. The provisions of ASC Topic 810-10-05 amend the definition of the primary beneficiary of a variable interest entity and will require the Company to make an assessment each reporting period of its variable interests. The provisions of this pronouncement are effective January 1, 2010. The Company is evaluating the impact of the statement on its consolidated financial statements.

In July 2009, the FASB issued SFAS No. 168, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS 168 codified all previously issued accounting pronouncements, eliminating the prior hierarchy of accounting literature, in a single source for authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. SFAS 168, now ASC Topic 105-10 “Generally Accepted Accounting Principles”, is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of this pronouncement did not have an effect on the Company’s condensed consolidated financial statements.

In August 2009, the FASB issued an update of ASC Topic 820, “Measuring Liabilities at Fair Value”. The new guidance provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using prescribed techniques. The Company adopted the new guidance in the third quarter of 2009 and it did not materially affect the Company’s financial position and results of operations.

In October 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-13, “Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements (a consensus of the FASB Emerging Issues Task Force)” which amends ASC 605-25, “Revenue Recognition: Multiple-Element Arrangements.” ASU No. 2009-13 addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting and how to allocate consideration to each unit of accounting in the arrangement. This ASU replaces all references to fair value as the measurement criteria with the term selling price and establishes a hierarchy for determining the selling price of a deliverable. ASU No. 2009-13 also eliminates the use of the residual value method for determining the allocation of arrangement consideration. Additionally, ASU No. 2009-13 requires expanded disclosures. This ASU will become effective for us for revenue arrangements entered into or materially modified on or after April 1, 2011. Earlier application is permitted with required transition disclosures based on the period of adoption. The Company is currently evaluating the application date and the impact of this standard on its condensed consolidated financial statements.

NOTE 5 - VESSEL CONSTRUCTION IN PROGRESS

During 2007, the Company contracted for the construction of 6 vessels in Vietnam with a combined carrying capacity of 45,600 deadweight tons. The total cost of the contracts for 6 vessels under construction at two unaffiliated shipyards in Vietnam is approximately $6660,~~109~~656,~~150~~000 (equivalent to VND1,170,000,000,000). These vessels are expected to be delivered between 2010 and 2011. The Company will incur additional associated costs relating to the construction of these vessels under the contracts.

During 2009, the Company contracted for the construction of the additional 1 vessel with a carrying capacity of 4,332 deadweight tons. The construction cost of the vessel is approximately $4,819,000 (equivalent to VND 92,953,049,700) at the unaffiliated shipyard in Vietnam. The vessel is expected to be delivered in 2010, subject to the full settlement of outstanding payment.

For the three months ended March 31, 2010, the Company expended the aggregate of $2,651,157 on vessel building and the aggregate vessel construction in progress was amounted to $17,582,093 at period end-date.

NOTE 6 – PREPAYMENTS AND OTHER CURRENT ASSETS


	March 31, 2010		December 31, 2009
	(Unaudited)		(Audited)

VAT receivable	$	782,055	$	311,914
Prepaid operating expenses		91,987		85,214
Prepayment for equipment purchase		-		76,991
Deposits paid		17,932		18,526
Advances to employees		97,244		49,278
	$	989,218	$	541,923

~~DEVELOCAP,~~TRAI THIEN USA INC.

~~(Formerly~~NOTES ~~Trai~~TO ~~Thien~~CONDENSED ~~Sea~~CONSOLIDATED ~~Transport~~FINANCIAL ~~Investment and Development Joint Stock Company)~~STATEMENTS

~~NOTES~~FOR TOTHE ~~CONDENSED~~THREE ~~CONSOLIDATED~~MONTHS ~~AND~~ENDED ~~COMBINED~~MARCH ~~FINANCIAL~~31, ~~STATEMENTS~~2010 AND 2009

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

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

(Unaudited)

~~For~~NOTE ~~the~~7 ~~nine~~– ~~months ended September 30~~PROPERTY, ~~2009,~~PLANT ~~the~~AND ~~Company contracted for the construction of the additional 3 vessels with a carrying capacity of 12~~EQUIPMENT,~~900~~ deadweight tons. The cost of the contract for such vessels under construction are approximately $15,414,247 (equivalent to VND 278,859,149,100) in Vietnam. The vessels are expected to be delivered between October and December 2009. NET

~~For the period ended September 30~~Property, ~~2009,~~plant ~~the~~and ~~Company~~equipment ~~expended~~consisted ~~the aggregate~~ of ~~$4,153,018 on vessel building and~~ the ~~aggregate vessel construction in progress was amounted to $15,397,159 at period end-date.~~following:

NOTE 6 – AMOUNT DUE FROM A STOCKHOLDER


	March 31, 2010		December 31, 2009
	(Unaudited)		(Audited)

Vessels	$	9,645,956	$	4,944,006
Office equipments		176,621		140,401
Motor vehicles		240,682		58,512
Foreign translation difference		(434,475)		(184,810)
		9,628,784		4,958,109
Less: accumulated depreciation		(192,353)		(80,064)
Add: foreign translation difference		7,943		3,417
Property, plant and equipment, net	$	9,444,374	$	4,881,462

~~Amounts~~As ~~due from stockholders represented temporary advances to the major stockholder~~ of ~~the~~March ~~Company~~31, ~~Mr. Nguyen Quoc Khanh~~2010, ~~which~~two ~~were~~vessels ~~unsecured, interest free~~ and ~~repayable~~six onmotor ~~demand.~~vehicles ~~During~~with the ~~first~~total ~~and~~net ~~second~~book ~~quarters~~values of ~~2009~~$9,287,079 ~~the~~were ~~aggregate~~pledged ~~balance~~as ~~was~~securities ~~fully~~in ~~recovered~~connection ~~from~~with the ~~stockholder~~outstanding oflong-term ~~the Company, Mr~~borrowings. ~~Nguyen Quoc Khanh.~~

~~NOTE~~Depreciation 7expenses –for ~~PREPAYMENTS~~the ~~AND~~three ~~OTHER~~months ~~CURRENT~~ended ~~ASSETS~~March 31, 2010 and 2009 were $112,288 and $1,834, respectively

	September 30, 2009		December 31, 2008
	(Unaudited)		(Audited)
Prepaid vessel repair and maintenance expenses	$	77,687	$	-
Prepaid operating expenses		311,928		-
	$	389,615	$	-

NOTE 8 – PROMISSORY NOTE

~~NOTE~~On 8March –30, ~~BANK~~2010, ~~BORROWINGS~~the Company entered into a promissory note (“the Note”) with GRM Mal-Sin Shipping (M) Sdn, Bhd, (“GRM”), one of the Company’s major customer, for a principal amount of $1,437,912 (equivalent to VND 28 billion). The Note was unsecured and interest-free. In connection with the Note, the Company agreed to provide its vessel in the first priority to serve GRM and the transportation charges reserved the right of set-off against the Note as repayment.

~~Bank~~NOTE ~~borrowings~~9 ~~were~~– asBANK ~~follows:~~BORROWINGS

		September 30, 2009		December 31, 2008
		(Unaudited)		(Audited)
Bank loans payable to financial institutions in Vietnam:
Secured, equivalent to VND1,000,000,000 with interest rate at 21% per annum payable monthly, repayable by August 8, 2009	(a)	$	-	$	56,503
Secured, equivalent to VND599,000,000 with interest rate at 18% per annum payable monthly, repayable by May 20, 2009	(a)		-		33,846
Secured, equivalent to VND40,000,000,000 with interest rate at 10.5% per annum payable monthly, repayable by November 14, 2009	(b)		2,211,044		-
Secured, equivalent to VND5,000,000,000 with interest rate at 10.5% per annum payable monthly, repayable by November 19, 2009	(b)		276,381		-
Secured, equivalent to VND11,000,000,000 with interest rate at 10.5% per annum payable monthly, repayable by December 24, 2009	(b)		608,037		-
Secured, equivalent to VND5,000,000,000 with interest rate at 10.5% per annum payable monthly, repayable by September 30, 2014	(c)		276,381		-
Unsecured, equivalent to VND14,000,000,000 with interest rate at 6.5% per annum payable monthly, repayable by May 14, 2010			773,864		-
Total			4,145,707		90,349
Less: current portion of bank borrowings			(3,912,965)		(90,349)
Total long-term borrowings, net of current portion		$	232,742	$	-

Bank borrowings consisted of the following:

(a)

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


	March 31, 2010		December 31, 2009
	(Unaudited)		(Audited)

Secured, equivalent to VND14 billion with interest rate at 12% per annum, payable monthly, due February 5, 2010	$	-	$	749,866

Unsecured installment loan, equivalent to VND14 billion with interest rate at 12% per annum, payable monthly, due May 14, 2010		725,802		749,866

Lines of credit, AgriBank		2,903,209		2,999,465

Revolving credit facility, VID Public Bank		3,000,000		3,000,000

Total short-term borrowings	$	6,629,011	$	7,499,197

~~DEVELOCAP,~~TRAI THIEN USA INC.

~~(Formerly~~NOTES ~~Trai~~TO ~~Thien~~CONDENSED ~~Sea~~CONSOLIDATED ~~Transport~~FINANCIAL ~~Investment and Development Joint Stock Company)~~STATEMENTS

~~NOTES~~FOR TOTHE ~~CONDENSED~~THREE ~~CONSOLIDATED~~MONTHS ~~AND~~ENDED ~~COMBINED~~MARCH ~~FINANCIAL~~31, ~~STATEMENTS~~2010 AND 2009

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

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

(Unaudited)

AsIn May 2009, the Company received its lines of ~~September~~credit 30from AgriBank in a term of 12 months, ~~2009~~with a maximum available borrowing up to $3 million (equivalent to VND 56 billion) for working capital purposes. Interest was carried at a rate of 12% per annum, payable monthly and subject to the ~~maturities~~changes ofby the ~~bank~~State ~~borrowings~~Bank of Vietnam. Weighted average interest rate approximates 12% per annum for the ~~next~~period 5ended ~~years~~March 31, 2010. The line is collateralized by the real properties including residential house and land use rights with the aggregate carrying values of $3.7 million (equal to VND 71 billion) which are aspersonally ~~follows:~~owned by the major stockholder and the director of the Company, Mr. Nguyen Quoc Khanh.

Periods ending September 30:
2010	$	3,912,965
2011		58,184
2012		58,184
2013		58,184
2014		58,190
Total bank borrowings	$	4,145,707

In December 2009, the Company received its revolving credit facility from VID Public Bank in a term of 12 months, with a maximum available borrowing up to $3 million for working capital purposes. Interest was carried at minimum interest rate of 5% per annum, or subject to floating rates, which equal to the higher of SIBOR plus 2.5% per annum or fixed deposit rate plus 2.5%. The outstanding balance under the credit facility becomes matured in 150 days from the drawdown date and the facility will be extended or renewed subject to an annual review at the option of the bank. Weighted average interest rate approximately 5% per annum for the period ended March 31, 2010, payable monthly. The credit facility is personally guaranteed by the major stockholder and the director of the Company, Mr. Nguyen Quoc Khanh and collateralized by his real properties with the aggregate carrying value of $10.7 million (equal to VND207 billion).

(a)

These borrowings were fully repaid to the banks during the period ended September 30, 2009.

(b)

~~The~~Long-term ~~aggregate~~bank borrowings ~~were~~payable ~~pledged~~to bya ~~the~~financial ~~real~~institution ~~properties~~in ~~which are owned by the major stockholder and the director of the Company, Mr. Nguyen Quoc Khanh, as below~~Vietnam:

(i)


	March 31, 2010		December 31, 2009
	(Unaudited)		(Audited)

Secured, equivalent to VND 46 billion with interest rate at 12% per annum payable monthly, due December 31, 2014	$	2,301,104	$	2,463,846

Secured, equivalent to VND 2.8 billion with interest rate at 19.2% per annum payable monthly, due March 12, 2013		144,694		-

Secured, equivalent to VND 60 billion with interest rate at 16.2% per annum payable monthly, due March 30, 2015		3,110,581		-

Less: current portion of long-term bank borrowings		(1,214,233)		(518,693)

Total long-term bank borrowings, net of current portion	$	4,342,146	$	1,945,153

In September 2009, the ~~residential~~Company ~~house~~granted ~~located~~with atlong-term ~~177B,~~facility ~~177C,~~of ~~177/1~~$2.3 &million ~~183~~(equal ~~Nguyen~~to ~~Thi~~VND ~~Khai~~46 ~~Street,~~billion) ~~District~~from 1Trust ~~and~~Bank. ~~295/50~~These ~~Bui~~aggregate Tuborrowings ~~Doan,~~were 6collateralized ~~Ward,~~by Anthe ~~Lac~~Company’s ~~Town,~~owned ~~Binh~~vessel ~~Tan~~with ~~District,~~its Honet ~~Chi~~book ~~Minh~~value ~~City~~of $4,487,208 ~~Vietnam~~as ~~and~~of March 31, 2009.

In March 2010, the Company granted with long-term facility of $0.14 million (iiequal to VND 2.8 billion) and $3.1 million (equal to VND 60 billion) from Kien Long Bank and Trust Bank, respectively. These aggregate borrowings were collateralized by the Company’s owned vessel and motor vehicles with the net book values of $210,099 and $4,589,772 respectively as of March 31, 2010.

the land use right located at 251, 253, 235/2, 235/4 Khuong Viet, Phu Trung Ward, Tan Phu District, Ho Chi Minh City, Vietnam.

(c)

The borrowing was pledged by a vessel under construction.

NOTE 9 - INCOME TAXES

For the period ended September 30, 2009 and 2008, the local (“United States of America”) and foreign components of income before income taxes were comprised of the following:

	Nine months ended September 30,
	2009		2008
Tax jurisdiction from:
– Local	$	-	$	-
– Foreign		315,252		113,775
Income before income taxes	$	315,252	$	113,775

The provision for income tax credit consisted of the following:

	Nine months ended September 30,
	2009		2008
Current tax:
– Local	$	-	$	-
– Foreign		(14,992)		-
Deferred tax:
– Local		-		-
– Foreign		-		-
Income tax credit	$	(14,992)	$	-

~~DEVELOCAP,~~TRAI THIEN USA INC.

~~(Formerly~~NOTES ~~Trai~~TO ~~Thien~~CONDENSED ~~Sea~~CONSOLIDATED ~~Transport~~FINANCIAL ~~Investment and Development Joint Stock Company)~~STATEMENTS

~~NOTES~~FOR TOTHE ~~CONDENSED~~THREE ~~CONSOLIDATED~~MONTHS ~~AND~~ENDED ~~COMBINED~~MARCH ~~FINANCIAL~~31, ~~STATEMENTS~~2010 AND 2009

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

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

(Unaudited)

As of March 31, 2010, the maturities of the long-term bank borrowings for the next five years are as follows:


Year ending March 31:
2011	$	1,214,233
2012		1,172,395
2013		1,172,395
2014		1,172,395
2015		824,961

Total bank borrowings	$	5,556,379

NOTE 10 - INCOME TAXES

For the three months ended March 31, 2010 and 2009, the local (“United States of America”) and foreign components of income before income taxes were comprised of the following:


	Three months ended March 31,
	2010		2009
Tax jurisdiction from:
– Local	$	(59,732)	$	-
– Foreign		73,212		36,529
Income before income taxes	$	13,480	$	36,529

The provision for income tax consisted of the following:


	Three months ended March 31
	2010		2009
Current tax:
– Local	$	-	$	-
– Foreign		65,766		1,231

Deferred tax:
– Local		-		-
– Foreign		(53,157)		-

Income tax expense	$	12,609	$	1,231

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

United States of America

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

Socialist Republic of Vietnam

The Company’s VIE, Trai Thien is subject to the Law on Corporate Income Tax of the Socialist Republic of Vietnam at the statutory rate of 28% on the assessable income for the periods presented.

On June 3, 2008, the National Assembly of the Socialist Republic of Vietnam approved the Law on Corporate Income Tax (the “New CIT Law”). The new CIT Law, among other things, imposes a reduction of income tax rate from 28% to 25% for both domestic and foreign invested enterprises with effect from January 1, 2009. Hence, the Company is subject to the new income rate of 25% on the taxable income.

Pursuant to the New CIT Law, the Company is eligible for corporate income tax holiday, whereas its business is established in a special development zone or considered as encouraged investment. Under such tax holiday, the Company is exempted from corporate income tax for the first two years starting from its first profit-making year, entitled to a reduced corporate income tax rate of 10% for the following three years and a preferential corporate income tax rate of 20% for the remaining five years. Trai Thien continues to enjoy the tax holiday expiring through fiscal year 2016. During the period ended September 30, 2009, the Company filed the Vietnamese 2008 tax returns to the local tax office and the Company is exempted from 2008 income tax.

For the period ended September 30, 2009 and 2008, Trai Thien generated the net income from its operation. A reconciliation of income before income taxes to the effective tax rate as follows:

	Nine months ended September 30,
	2009		2008
Income before income taxes	$	315,252	$	113,775
Statutory income tax rate		25%		28%
Income tax expense at statutory tax rate		78,813		31,857
Prior year adjustments		(68,958)		-
Effect of tax holiday		(47,289)		(31,857)
Non-deductible expenses		22,442		-
Income tax credit	$	(14,992)	$	-

No provision for deferred tax assets or liabilities has been made, since the Company had no material temporary differences between the tax bases of assets and liabilities and their carrying amounts.

NOTE 10 – STOCKHOLDERS’ EQUITY

On February 1, 2009, the Company has 199,000,000 shares of authorized common stock and 5,000,000 shares of issued and outstanding common stock.

On March 31, 2009, the Company entered into a stock exchange transaction (“Initial Share Exchange”) and issued an aggregate 23,400,000 shares of common stock.

~~DEVELOCAP,~~TRAI THIEN USA INC.

~~(Formerly~~NOTES ~~Trai~~TO ~~Thien~~CONDENSED ~~Sea~~CONSOLIDATED ~~Transport~~FINANCIAL ~~Investment and Development Joint Stock Company)~~STATEMENTS

~~NOTES~~FOR TOTHE ~~CONDENSED~~THREE ~~CONSOLIDATED~~MONTHS ~~AND~~ENDED ~~COMBINED~~MARCH ~~FINANCIAL~~31, ~~STATEMENTS~~2010 AND 2009

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

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

(Unaudited)

On ~~September~~June 303, ~~2009~~2008, the ~~Company~~National ~~also~~Assembly ~~entered~~of ~~into~~the ~~Amended~~Socialist ~~Share~~Republic ~~Exchange~~of ~~Agreement~~Vietnam ~~(“Amended~~approved ~~Share~~the ~~Exchange~~Law ~~Agreement”)~~on ~~and~~Corporate ~~Escrow~~Income ~~Agreement~~Tax (~~“Escrow Agreement”) among~~ the ~~shareholders~~“New ofCIT ~~Trai Thien and Trai Thien, as well as its escrow agent~~Law”). ~~Pursuant~~The tonew ~~the~~CIT ~~Amended Share Exchange Agreement and Escrow Agreement~~Law, ~~the~~among ~~Company~~other ~~agreed to place 15~~things,~~903,000~~ ~~shares~~imposes ofa ~~its~~reduction ~~common stock in escrow, out~~ of ~~the~~income ~~aggregate~~tax ~~23,400,000~~rate ~~shares~~from of28% ~~common~~to ~~stock~~25% ~~under~~for ~~the~~both ~~Initial~~domestic ~~Share Exchange~~ and ~~Trai~~foreign ~~Thien’s~~invested ~~shareholders~~enterprises ~~agreed~~with toeffect ~~place~~from ~~their~~January 101,~~680,930~~ ~~shares of Trai Thien’s capital stock representing 51% of total issued and outstanding shares in escrow~~2009. ~~Both~~Hence, ~~escrowed~~the ~~shares~~Company ~~are~~is subject to ~~release upon~~ the ~~approval~~new ~~and~~income ~~registration~~rate of ~~the acquisition of the remaining 51~~25% ~~interest~~on ~~in Trai Thien in accordance with~~ the ~~applicable~~taxable ~~Vietnamese laws and regulations~~income.

AsPursuant ofto ~~September~~the 30New CIT Law, ~~2009~~the Company is eligible for corporate income tax holiday, whereas its business is established in a special development zone or considered as encouraged investment. Under such tax holiday, the ~~number~~Company is exempted from corporate income tax for the first two years starting from its first profit-making year, entitled to a reduced corporate income tax rate of ~~authorized~~10% ~~and~~for ~~issued~~the following three years and ~~outstanding~~a ~~shares~~preferential corporate income tax rate of 20% for the ~~Company’s~~remaining ~~common~~five ~~stock~~years. ~~was~~Trai ~~199,000,000~~Thien ~~shares~~continues ~~and~~to ~~28,400,000~~enjoy ~~shares~~the ~~(including~~tax ~~15,903,000~~holiday ~~shares~~expiring ~~held~~through infiscal ~~escrow),~~year ~~respectively~~2016.

~~NOTE~~The 11reconciliation ~~–RESERVE~~of ~~FUNDS~~income tax rate to the effective income tax rate based on income before income taxes for the three months ended March 31, 2010 and 2009 is as follows:

Under the Corporate Charter of Trai Thien, the Company is required to make appropriations to the reserves based on after-tax net profits and determined in accordance with generally accepted accounting principles of the Socialist Republic of Vietnam (“VN GAAP”). Appropriations to the reserves are based upon at least 25% of the after-tax net profits. The reserve funds consist of investment and development funds, financial reserve funds, insurance funds and bonus and welfare funds.


	Three months ended March 31,
	2010		2009

Income before income taxes	$	73,212	$	36,529
Statutory income tax rate		25%		28%
Income tax expense at statutory tax rate		18,303		10,228

Reversal of tax over-provision		-		(23,198)
Effect of tax holiday		(10,982)		(6,575)
Non-deductible items		5,288		20,776
Income tax expense	$	12,609	$	1,231

~~For~~The ~~the~~following ~~period~~table ~~ended~~sets ~~September~~forth ~~30, 2009,~~ the ~~Company~~significant ~~made~~components ~~appropriation~~ of ~~$113,506~~the toaggregate ~~reserve,~~deferred ~~based~~tax ~~upon~~assets of the ~~after-tax~~Company ~~net~~as ~~profits~~of ~~for~~March ~~the~~31, ~~2008~~2010 ~~fiscal~~and ~~year~~December ~~under~~31, ~~the VN GAAP.~~2009:

NOTE 12 - CONCENTRATIONS OF RISK


	March 31, 2010		December 31 2009
Deferred tax assets:
Non-deductible professional fees	$	11,657	$	8,060
Non-deductible vessel rental expense		183,627		139,790

Total:	$	195,284	$	147,850

NOTE 11 - CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a)

Major customers

For the three months ended ~~September~~March 3031, ~~2009~~2010 and ~~2008~~2009, the customer who accounts for 10% or more of the Company’s revenues and its outstanding balance as at period-end dates, are presented as follows:

	Three months ended September 30, 2009			September 30, 2009
	Revenues		Percentage of revenues	Accounts Receivable
Customer B	$	1,093,045	66%	$	-
Customer F		477,939	29%		-
Total:	$	1,570,984	95%	$	-

	Three months ended September 30, 2008			September 30, 2008
	Revenues		Percentage of revenues	Accounts Receivable
Customer C	$	145,912	16%	$	-
Customer P		103,676	11%		-
Customer M		100,647	11%		-
Customer N		127,784	14%		65,996
Total:	$	478,019	52%	$	65,996

~~DEVELOCAP,~~TRAI THIEN USA INC.

~~(Formerly~~NOTES ~~Trai~~TO ~~Thien~~CONDENSED ~~Sea~~CONSOLIDATED ~~Transport~~FINANCIAL ~~Investment and Development Joint Stock Company)~~STATEMENTS

~~NOTES~~FOR TOTHE ~~CONDENSED~~THREE ~~CONSOLIDATED~~MONTHS ~~AND~~ENDED ~~COMBINED~~MARCH ~~FINANCIAL~~31, ~~STATEMENTS~~2010 AND 2009

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

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

(Unaudited)

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


	Three months ended March 31, 2010			March 31, 2010
	Revenues		Percentage of revenues	Accounts receivable

Customer C	$	1,721,159	59%	$	-
Customer D		686,482	24%		-
Total:	$	2,407,641	83%	$	-

	Nine months ended September 30, 2009			September 30, 2009
	Three months ended March 31, 2009			March 31, 2009
	Revenues		Percentage of revenues	Accounts receivable
Customer B	$	2,913,311	51%	$	-
Customer A	$	366,998	20%	$	-
Customer F		735,089	13%		-
Customer B		332,110	18%		-
Total:	$	3,648,400	64%	$	-
Customer C		313,653	17%		-
Customer D		277,648	15%		-
Customer E		222,911	12%		-
Total:	$	1,513,320	82%	$	-

For the nine months ended September 30, 2008, one customer represented more than 10% of the Company’s revenue. This customer accounts for 10% of the Company’s revenue amounting to $251,263, with $0 of accounts receivable.

(b)

Credit risk

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

(c)

Interest rate risk

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

The Company’s interest-rate risk arises from bank borrowings. Borrowings issued at variable rates expose the Company to cash flow interest-rate risk. Borrowings issued at fixed rates expose the Company to fair value interest-rate risk. Company policy is to maintain approximately all of its borrowings in fixed rate instruments. At the period-end, all of borrowings were at fixed rates.

(d)

Exchange rate risk

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

(e)

Economic and political risks

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

NOTE 13 - COMMITMENTS AND CONTINGENCIES

(a)

Capital commitments

The Company is committed and contracted with three unaffiliated shipyards, Dai Duong Joint Stock Ocean Transportation Company, Hai Ha Road and Water Transport Company Limited and Dai Duong Vessel Building Co. Ltd, respectively, for the construction of 9 vessels in Vietnam. The total cost of the contracts for 9 vessels was approximately $80 million (equivalent to VND1,449,000,000,000). These vessels are expected to be delivered between October 2009 and 2011.

~~DEVELOCAP,~~TRAI THIEN USA INC.

~~(Formerly~~NOTES ~~Trai~~TO ~~Thien~~CONDENSED ~~Sea~~CONSOLIDATED ~~Transport~~FINANCIAL ~~Investment and Development Joint Stock Company)~~STATEMENTS

~~NOTES~~FOR TOTHE ~~CONDENSED~~THREE ~~CONSOLIDATED~~MONTHS ~~AND~~ENDED ~~COMBINED~~MARCH ~~FINANCIAL~~31, ~~STATEMENTS~~2010 AND 2009

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

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

(Unaudited)

AsNOTE of12 ~~September~~- ~~30,~~COMMITMENTS ~~2009,~~AND ~~the Company has the aggregate future minimum payments of $64,690,130 to the shipyards in the next 12 months.~~CONTINGENCIES

(a)

Capital commitments

The Company is committed and contracted with three unaffiliated shipyards, Dai Duong Joint Stock Ocean Transportation Company, Hai Ha Road and Water Transport Company Limited and Dai Duong Vessel Building Co. Ltd, respectively, for the construction of 7 vessels in Vietnam. The total estimated construction cost for 7 vessels was approximately $65.5 million (equivalent to VND1,262 billion). These vessels are expected to be delivered between 2010 and 2011.

As of March 31, 2010, the aggregate future minimum payments to the shipyards in the next two years are as follows:


Year ending March 31:
2011	$	17,305,825
2012		30,587,381

Total:	$	47,893,206

(b)

Operating lease commitments

The Company is committed to several vessel charter agreements to operate a total of 4 oceangoing vessels for the various terms from 6 months to 1 year with fixed monthly rentals and generally did not contain significant renewal options. For the ~~period~~three months ended ~~September~~March 3031, ~~2009~~2010 and ~~2008~~2009, the Company incurred and paid vessel rental of $1492,~~561,830~~289 and $1525,~~113~~423,~~025,~~ respectively.

As of ~~September~~March 3031, ~~2009~~2010, the Company has the future minimum rental payments of $~~342~~483,~~435~~229 under these operating lease agreements within the next 12 months.

NOTE 1413 - ~~SUBSEQUENT~~COMPARATIVE ~~EVENTS~~FIGURES

InCertain ~~late~~amounts ~~October~~in ~~2009,~~ the ~~Company~~prior ~~have~~periods ~~taken~~presented ~~delivery~~have ofbeen 1reclassified ~~newly~~to ~~built~~conform ~~vessel~~to ~~with~~the acurrent ~~carrying~~period ~~capacity~~financial ofstatement ~~4,300 deadweight tons~~presentation.

In November 2009, the Company entered into the Acquisition Agreements (the “Agreements”) with Nam Trieu Shipbuilding Industry Corporation, a Vietnamese shipyard, to acquire 6 new vessels in the aggregate purchase price of approximately $184 million. Pursuant to the Agreements, the acquisition is subject to the final approval of the local government on the financial support.

The Company evaluated subsequent events through November 23, 2009, the date the financial statements were issued, and there were no other subsequent events which impacted the Company’s financial position or results of operations as of September 30, 2009 or which required disclosure.

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

Forward Looking Statements

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

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

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

The intensity of competition; and

General economic conditions.

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

Plan of Operations

We are a Vietnam-based sea cargo company, formed in June 2007, specializing in the transport of dry bulk commodities within Southeast Asia. Currently, we ~~rent~~have ~~four~~a ~~cargo~~fleet ~~ships~~of six owner-operated and term-leased geared vessels with an average ~~cargo~~size ~~capacity~~ of 3,~~348~~665 dead weight tonnage (or “DWT”) ~~each~~. ~~Aggregate~~The aggregate capacity for all ~~four~~six ~~ships~~vessels totals 1321,~~390~~990 DWT. Due to the current capacity of our ships, Most of our business is within Southeast Asia and southern China~~, due to the capacity of our ships~~.

WeIn ~~have~~addition ~~made~~to ~~deposits~~Trai onThien’s current fleet of six ~~new~~owner-operated ~~cargo~~and term-leased geared vessels, in order to ~~expand~~meet ~~the~~growing ~~distance~~market ofdemand for our ~~shipping~~services, ~~and~~we have contracted to ~~meet~~rent ~~the~~six ~~demand~~additional new ships with larger capacities of ~~our~~6,850 ~~clients~~DWT on average, of which one is under a financial lease and the others are operating leases. ~~The~~We expect four out of these six ~~new~~ships ~~vessels~~to ~~will~~be ~~each~~launched in 2010 and the remaining two ships to operate in the first half of 2011. In addition, we have anmade ~~average~~deposits for building six new cargo ships with a capacity of 7,600 DWT each. We expect delivery of the first four ~~vessels~~ships in the second half of 2010. The remaining two vessels are expected in ~~the~~2011. ~~first~~The ~~half~~Company has also contracted to build one new ships of ~~2011~~4,300 DWT which are expected to be delivered in 2010.

~~Subject~~As toof ~~obtaining~~March ~~needed~~31, ~~financing~~2010, wethe ~~plan~~Company onis ~~aggressively~~required ~~acquiring~~to ~~additional~~make ~~vessels~~aggregate tofuture ~~meet~~minimum ~~demand~~payments ~~from~~of ~~current~~$17,305,825 ~~customers~~and as$30,587,381 ~~well~~to asthe toshipyards ~~expand~~in the ~~geographic~~years ~~regions~~ending ~~that~~March we31, ~~service~~2011 and 2012, ~~including~~respectively. ~~North~~As ~~and~~of ~~South~~March ~~America~~31, ~~Europe~~2010, the Company has available $16,304 cash and ~~Australia~~cash equivalents. ~~Our~~The ~~ten-year~~Company ~~strategy~~plans is to ~~build~~finance athe ~~fleet~~construction of ~~ocean~~these seven newly-~~going~~built ~~cargo~~vessels ~~ships,~~through ~~compliant~~additional tocapital ~~all~~injection ~~international~~from ~~standards,~~its ~~with~~shareholders ~~average~~or ~~load~~external ~~capacity~~financing ~~between~~from ~~34,000-56,000~~banks ~~DWT~~or ~~each.~~a Wemixed ~~also~~of ~~plan~~financing onsources. ~~further~~However, ~~expansion~~there ofcan ~~related~~be ~~business~~no ~~activities~~assurance ~~through~~that the ~~future~~Company ~~development~~will ofbe aable ~~sea~~to ~~port~~obtain insufficient ~~Vietnam~~funds ~~containing~~to ~~high-profit~~meet ~~ancillary~~with ~~services~~its ~~such~~obligations ason a ~~fuel~~timely ~~depot,~~basis ~~logistics~~towards ~~outsourcing~~the ~~and~~delivery ~~warehousing~~of the vessels.

~~Results~~With our expansion plan, Trai Thien’s total capacity is expected to significantly increase to more than 80,000 DWT by the end of ~~Operations~~2010, ~~for~~then exceeding 110,000 DWT by the ~~Three~~end ~~Months~~of ~~Ended~~2011. ~~September~~Given 30the larger size and young age of our cargo ships, ~~2009~~we believe we can further distance ourselves from locally-owned and ~~2008~~foreign-owned competitors in Vietnam and greater South East Asia.

Revenues for the three months ended September 30, 2009 increased by $739,042 or 81% to $1,651,298 compared to $912,253 for the three months ended September 30, 2008. This increase is primarily due to the launching of an additional leased vessel with capacity of 3,762 DWT in January 2009, attributable to an increase of 39% in the size of our fleet from 9,628 DWT during the three months ended September 30, 2008 to 13,390 DWT during the three months ended September 30, 2009. We also attribute the revenue increase to increased capacity utilization during the three months ended September 30, 2009, compared to the prior year period as we expanded our local and international routes.

Voyage expense for the three months ended September 30, 2009 was $555,614 compared to $343,231 for the three months ended September 30, 2008. Voyage expenses mainly include fuel , pilotage, towage and port fees. We attribute the increase of $212,383, or 62%, to the increase in the number of vessels operated in the three months ended September 30, 2009, and the expansion of our nautical routes compared to the same period last year. We also attribute this to a corresponding increase in pilotage, towage and port fees that we incurred during the three months ended September 30, 2009.

~~Vessel~~Results ~~operating~~of ~~expense~~Operations for the ~~three~~Three ~~months~~Months ~~ended~~Ended ~~September~~March 3031, ~~2009~~2010 ~~was $407,066 compared to $137,493 for the three months ended September, 2008. Vessel operating expenses mainly include crew's salary, ship administrative expenses~~ and ~~vessels' insurance. We attribute the increase of $269,573, or 196%, to the increase in the number of vessels operated in the three months ended September 30,~~ 2009 ~~and the increase in crew’s salary of about 20% compared to the same period last year.~~

~~Rental~~Revenues ~~expense~~ for the three months ended ~~September~~March 3031, ~~2009~~2010 ~~was~~increased by $~~517~~1,~~695~~064,119, or 58%, to $2,913,249 compared to $~~382~~1,~~730~~849,130 for the ~~three~~ months ended ~~September~~March 3031, ~~2008~~2009. WeThis ~~attribute~~increase was primarily due to the ~~increase~~launching of ~~$134~~an owner-operated vessel with capacity of 4,~~965~~300 orDWT 35in November 2009, attributing to an increase of 32% in the total capacity of our fleet from 13,390 DWT during the three months ended March 31, 2009 to 17,690 DWT during the three months ended March 31, 2010. With the increase in our fleet dead weight tonnage, we were able to increase the number of ~~vessels~~our ~~operated~~nautical intrips from 16 trips during the three months ended ~~September~~March 3031, 2009 to 29 trips during the three months ended March 31, 2010, or an increase of 81%. We received another vessel of 4,300 DWT by the end of March 2010; this vessel has been put into operation since April 2010.

~~Selling,~~Voyage ~~general~~expenses ~~and administrative expense~~ for the three months ended ~~September~~March 3031, ~~2009~~2010 ~~was~~were $451,~~125~~384,694 compared to $35772,~~494~~711 for the three months ended ~~September~~March 3031, ~~2008. Selling~~2001, ~~general~~an ~~and~~increase ~~administrative~~of ~~expenses~~$611,983, ~~mainly~~or ~~included~~79%. ~~office~~Voyage expenses, ~~salary~~mainly ofinclude ~~administration~~fuel, ~~staff~~pilot, ~~audit~~towage ~~fees~~ and ~~consultancy~~port fees. We ~~attribute~~attributed the increase of ~~$9,631,~~voyage orexpenses ~~27%,~~ to the increase in the number of ~~20%~~our vessels and the increase in the number of ~~staff~~our ~~for~~nautical ~~our~~trips ~~expanding~~during ~~strategy.~~the ~~This~~three ~~increase~~months isended ~~also~~March ~~due~~31, 2010 compared to the ~~significant~~same ~~transaction~~period ~~costs~~last ~~such~~year. asFuel ~~professional~~expense ~~fees~~for inthe ~~relation~~three months ended March 31, 2010 increased by $521,621 or 116% to ~~reverse~~$970,354 ~~acquisition~~compared into U$448,733 for the same period last year.S. ~~incurred~~Pilot, intowage and port fees for the three months ended ~~September~~March 3031, ~~2009~~2010 increased by $107,402, or 39%, to $385,481 compared to $278,079 for the same period last year.

~~Interest~~Vessel ~~expense~~operating expenses for the three months ended ~~September~~March 3031, ~~2009~~2010 ~~was~~were $66447,~~636~~928 compared to $2212,~~169~~441 for the three months ended ~~September~~March 3031, ~~2008~~2009, an increase of $235,487, or 111%. Vessel operating expenses mainly include crewing expenses, ship administrative expenses, vessel depreciation expense and vessel insurance. We ~~attribute~~attributed the increase of vessel operating expenses to the increase in the number of our vessels during the three months ended March 31, 2010 compared to the same period last year. Crewing expenses for the three months ended March 31, 2010 increased by $6447,~~467~~537, or ~~2972~~37%, to $177,273 compared to $129,736 for the same period last year. The crewing expense increase was attributable to the increase in ~~short-term~~crew ~~borrowing~~salaries of about 20% and the increase in the number of crewmen of 26% from 69 people for ~~operations~~the three months ended March 31, 2009 to 87 people for the three months ended March 31, 2010. Depreciation expense during the three months ended March 31, 2010 was $106,128 as compared to $0 for the same period last year. The increase was attributable to the acquisition of the vessel of 4,300 DWT in November 2009.

~~Income~~Rental ~~tax~~expense ~~credit~~ for the three months ended ~~September~~March 3031, ~~2009~~2010 was $13492,~~326,~~289 compared to $0525,423 for the ~~three~~same ~~months~~period ~~ended~~last ~~September~~year. 30The decrease of $33,134, ~~2008~~or 6%, was attributable to foreign currency exchange differences.

AsSelling, ageneral ~~result~~and ofadministrative expenses for the ~~foregoing,~~three ~~net~~months ~~income~~ended ~~increased~~March by31, 2010 were $61333,~~353,~~004 orcompared ~~548%~~to $299,660 for the three months ended ~~September~~March 3031, 2009, ~~from~~an increase of $33,344, or 11%. Selling,~~191~~ general and administrative expenses mainly included office expenses, salary of administration staff, audit fees and consultancy fees. The increase was primarily attributable to ~~$72~~the increase in the number of executive officers required and professional fees incurred in the three months ended March 31,~~544~~ 2010 compared to the same period last year.

~~Results~~Interest ofexpense ~~Operations~~for the three months ended March 31, 2010 was $241,894 compared to $2,442 for the ~~Nine~~three ~~Months~~months ~~Ended~~ended ~~September~~March 3031, 2009. We attribute the increase of $239,452, or 9806%, to the increase in short-term borrowing and ~~2008~~long-term borrowing for the financing of working capital needs and acquisition and building of new vessels.

~~Revenues~~Income ~~increased~~tax byexpense ~~$3,155,985, or 123%, to $5,721,222~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2009~~2010 was $12,609 compared to $21,~~565,237~~231 for the ~~prior~~three year period. This increase is primarily due to the launching of an additional leased vessel with capacity a of 3,762 DWT in January 2009, translating to an increase of 39% in the size of our fleet from 9,628 DWT during the nine months ended ~~September~~March 3031, ~~2008, to 13,390 DWT during the nine months ended September 30,~~ 2009. We also attribute the increase to increased capacity ultilization during the nine months ended September 30, 2009, compared to the prior year period as we have expanded our local and international routes.

~~Voyage~~As ~~expense~~a ~~for~~result of the ~~nine~~foregoing, ~~months~~net ~~ended~~income ~~September~~decreased ~~30,~~by ~~2009, was~~ $234,~~360,188~~427 ~~compared~~from to $~~821~~35,~~877~~298 for the ~~nine~~three months ended ~~September~~March ~~30. We attribute the increase of $1~~31,~~538,311,~~ ~~or 187%, to the increase in the number of vessels operated in the nine months ended September 30,~~ 2009, ~~and the expansion of our nautical routes compared~~ to ~~the~~$871 ~~same~~for ~~period last year. We also attribute this increase to higher pilotage, towage and port fees that we incurred during~~ the ~~nine~~three months ended ~~September~~March 3031, ~~2009, relating to expanded operations~~2010.

Vessel operating expense for the nine months ended September 30, 2009 was $777,876 compared to $382,843 for the nine months ended July, 2008. We attribute the increase of $395,033, or 103%, to the increase in the number of vessels operated in the nine months ended September 30, 2009, and the increase in crew’s salary of about 20% compared to the same period last year.

Rental expense for the nine months ended September 30, 2009, was $1,561,830 compared to $1,113,025 for the nine months ended September 30, 2008. We attribute the increase of $448,805, or 40%, to the increase in the number of vessels operated in the nine months ended September 30, 2009.

Selling, general and administrative expenses for the nine months ended September 30, 2009, was $613,554 compared to $136,789 for the nine months ended September 30, 2008. We attribute the increase of $476,765, or 349%, to the increase of 20% in the number of staff for our expanding strategy. This increase is also due to the significant transaction costs such as professional fees in relation to the reverse acquisition in the U.S. in the nine months ended September 30, 2009, compared to the same period last year.

Interest expense for the nine months ended September 30, 2009, was $93,231 compared to $6,167 for the nine months ended September 30, 2008. We attribute the increase of $87,064 to the increase of interest loan from borrowing for operation.

Income tax credit for the nine months ended September 30, 2009 was $14,992, compared to $0 for the nine months ended September 30, 2008.

As a result of the foregoing, net income increased by $216,469, or 190%, for the nine months ended September 30, 2009, from $113,775 to $330,244.

Liquidity and Capital Resources

As of ~~September~~March 31, ~~2009~~2010, cash and cash equivalents were $116,~~938,269~~304 compared to $59102,~~621~~484 as of ~~December~~March 31, ~~2008~~2009.

The Company generated cash of $~~517~~3,~~821 and $485~~417,~~076~~655 in operating activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2009~~2010 ~~and~~while used cash of $287,966 in operating activities for the same period in ~~2008, respectively~~2009. The major ~~reason~~reasons iswere anthe ~~increase~~receipt inof ~~net~~an ~~income~~advance ~~for~~that ~~the~~was ~~nine~~previously ~~months~~made ~~ended~~to ~~September~~a ~~2008~~supplier ~~from~~of $~~113~~2,~~775~~651,157, toan increase in trade accounts payable of $~~330~~730,~~244~~152 and an increase in accrued liabilities and other payables of ~~the~~$398,839 ~~period~~offset ~~ended~~by ~~September~~an ~~2009~~increase in prepayment and other current assets of $472,836.

InThe ~~investing activities, the~~ Company used cash of $47,~~269~~571,~~921~~497 in investing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2009,~~2010 ~~which~~while ~~was~~had ~~primarily~~no ~~payment~~investing toactivities ~~shipyards~~in onthe ~~vessel~~same ~~building~~period in 2009. During the ~~nine~~three months ended ~~September~~March 3031, ~~2008~~2010, the Company ~~generated~~paid ~~cash of~~ $~~720~~4,~~823~~920,340 infor ~~investing~~the ~~activities~~purchase ~~which~~of ~~was~~its ~~primarily~~vessel ~~repayment~~and ~~from~~paid ~~shipyards~~additional on$2,651,157 ~~vessel~~to ~~building~~shipyards.

During the nine months ended September 30, 2009, the Company generated net cash of $5,651,680 from financing activities, which included proceeds from borrowing of $4,189,008 and repayment from stockholders of $1,551,982. During the nine months ended September 30, 2008, the Company used cash flows of $1,177,774 from financing activities, including repayment to stockholders of $973,104 and payments on bank borrowings of $204,670.22

WeDuring ~~estimate~~the ~~that~~three ~~our~~months ~~operational~~ended ~~expenses~~March ~~over~~31, 2010, the ~~next~~Company ~~twelve~~generated ~~months~~net ~~will~~cash beof ~~approximately~~ $174,~~393~~064,~~258,~~216 ~~consisting~~from offinancing ~~vessel~~activities. ~~related~~The ~~expenses~~cash inflow were attributable to proceeds from long term bank borrowings of $123,~~320~~316,~~225~~309 and ~~selling~~proceed from promissory note of $1,464,872 ~~general~~which ~~and~~were ~~administrative~~used ~~expenses~~to finance the vessel acquisition in March 2010. Repayments of short term borrowings were $5641,~~073~~333 and repayments of long term borrowings were $89,~~033~~632. WeDuring ~~expect~~the tothree ~~meet~~months ~~such~~ended ~~expenses~~March ~~through~~31, ~~operating~~2009, ~~activities~~the Company generated cash of $494,156, which was repayment from stockholders.

WeAs ~~estimate~~of ~~that~~March ~~our~~31, ~~long~~2010, ~~term~~the ~~operational~~Company ~~expenses~~is ~~will~~required beto ~~approximately~~make aggregate future minimum payments of $117,~~449~~305,~~438~~825 aand ~~month~~$30,587,381 ~~consisting~~to ofthe ~~vessel~~shipyards ~~related~~in ~~expenses~~the ofyears ~~$1,026,685~~ending ~~and~~March ~~selling~~31, ~~general~~2011 and ~~administrative~~2012, ~~expenses~~respectively. As of March 31, 2010, the Company has available $~~422~~16,~~752~~304 cash and cash equivalents, which may not able to meet with these capital commitments. WeThe ~~anticipate~~Company ~~that~~plans ~~our~~to ~~long~~finance ~~term~~the construction of these 7 newly-built vessels through additional capital ~~needs~~injection from its shareholders or external financing from banks or a mixed of financing sources. However, there can be no assurance that the Company will be ~~met~~able ~~through~~to ~~operating~~obtain ~~activities~~sufficient funds to meet with its obligations on a timely basis towards the delivery of the vessels.

~~The~~We ~~Company~~estimate ~~has~~that ~~committed~~our ~~and~~operational ~~contracted~~expenses ~~for~~over the ~~construction~~next oftwelve 9months ~~vessels~~would inbe ~~Vietnam~~approximately ~~with~~$23,862,246, aconsisting ~~combined carrying capacity~~ of ~~58,500~~voyage ~~deadweight~~expenses ~~tons and an aggregate value~~ of ~~approximately~~ $~~80 million (equivalent to VND1~~13,~~449~~957,~~000~~117,~~000,000),~~ ~~which~~vessel ~~are~~operating ~~expected~~expenses ~~to be delivered between October 2009 and June 2011. As~~ of ~~September 30~~$6, ~~2009~~771,389, ~~the~~vessel ~~Company~~rental ~~has~~expense ~~available~~of $1,~~938~~997,~~269~~001 ~~cash~~ and ~~cash~~selling, ~~equivalents~~general and ~~may~~administrative ~~not~~expenses beof ~~able to meet with such capital commitments~~$1,136,740. The Company ~~plans~~expects to ~~finance~~meet ~~the~~such ~~construction~~expenses ofthrough 9a ~~newly-built~~mix ~~vessels~~of ~~through~~ the additional capital from its shareholders orand external financing from the banks. ~~However,~~and ~~there can be no assurance that the Company will be able to obtain sufficient funds to meet with~~ its ~~obligations~~internally ongenerated acash ~~timely basis towards the delivery of the vessels~~flows.

The Company has committed and contracted for the construction of 7 vessels in Vietnam with a combined carrying capacity of 49,900 deadweight tons in the aggregate value of approximately $65.5 million (equivalent to VND1,262,000,000,000), which are expected to be delivered between 2010 and 2011. As of March 31, 2010, the Company is required to make aggregate future minimum payments of $17,305,825 and $30,587,381 to the shipyards in the years ending March 31, 2011 and 2012, respectively. As of March 31, 2010, the Company has available $16,304 cash and cash equivalents, which may not able to meet with these capital commitments. The Company plans to finance the construction of these 7 newly-built vessels through additional capital injection from its shareholders or external financing from banks or a mixed of financing sources. However, there can be no assurance that the Company will be able to obtain sufficient funds to meet with its obligations on a timely basis towards the delivery of the vessels.

As of March 31, 2010, total current assets were $1,216,047 compared to total current liabilities of $12,261,806, translated to a current ratio of 0.1 times. As of March 31, 2010, short-term bank borrowings were $6,629,011 and the current portion of long term bank borrowings was $1,214,233 which are primarily due by May 2010 and June 2010. The Company depends on its ability for agreements with banks to refinance or to reschedule when these short-term borrowings are due. However, there can be no assurance that the Company will be able to reach such agreements with the banks to refinance or reschedule when these short-term borrowings are due.

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

Off-Balance Sheet Arrangements

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

Capital commitments

The Company is committed and contracted with three unaffiliated shipyards, Dai Duong Joint Stock Ocean Transportation Company, Hai Ha Road and Water Transport Company Limited and Dai Duong Vessel Building Co. Ltd, respectively, for the construction of 97 vessels in Vietnam. The total ~~cost~~estimated ofconstruction ~~the~~cost ~~contracts~~ for 97 vessels iswas approximately $8065.5 million (equivalent to VND1,~~449,000,000,000~~256 billion). These vessels are expected to be delivered between ~~October~~2010 ~~2009~~ and ~~June~~ 2011.

As of ~~September~~March 3031, ~~2009~~2010, the Company has the aggregate future minimum payments of $6417,~~690~~305,~~130~~825 and $30,587,381 to the shipyards in the ~~next~~years 12ended ~~months~~March 31, 2011 and 2012, respectively.

Operating lease commitments

The Company is committed to several vessel charter agreements to operate a total of 4 oceangoing vessels for various terms from 6 months to 1 year with fixed monthly rentals and generally do not contain significant renewal options. For the period ended September 30, 2009, and 2008, the Company incurred and paid vessel rental of $1,561,830 and $1,113,025, respectively.

AsOperating ~~of September 30, 2009, the Company has the future minimum rental payments of $342,435 under these operating~~ lease ~~agreements within the next 12 months.~~commitments

The Company is committed to several vessel charter agreements to operate a total of 4 oceangoing vessels in various terms ranging from 6 months to 1 year with fixed monthly rentals and generally did not contain significant renewal options. For the three months ended March 31, 2010 and 2009, the Company incurred and paid vessel rental expense of $492,289 and $525,423, respectively.

As of March 31, 2010, the Company has the future minimum rental payments of $483,229 under these operating lease agreements within the next 12 months.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

Not applicable.

Item 4. Controls and Procedures.

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

Changes in Internal Control Over Financial Reporting. During the most recent quarter ended ~~September~~March 3031, ~~2009~~2010, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) ) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 4t Controls and Procedures

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

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1.A. Risk Factors

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

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

None.

Item 3. Defaults Upon Senior Securities.

None

Item 4. ~~Submission of Matters to a Vote of Security Holders.~~Reserved

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.		Description
31.1		Certification of the Company's Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's Quarterly Report on Form 10-Q for the quarter ended ~~July~~March 31, ~~2009~~2010.
31.2		Certification of the Company's Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's Quarterly Report on Form 10-Q for the quarter ended ~~July~~March 31, ~~2009~~2010.
32.1		Certification of the Company's Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of the Company's Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

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

	DEVELOCAP, INC.
	TRAI THIEN USA INC.
Dated: November 23, 2009	By:	/s/ Haley Manchester
Dated: May 24, 2010	By:	/s/ Haley Manchester
		Haley Manchester
		Chief Executive Officer
Date: November 23, 2009		/s/ Nguyen Van Thong
Date: May 24, 2010		/s/ Tran Viet Thang
		Nguyen Van Thong
		Tran Viet Thang
		Chief Financial Officer

2526

March 31, 2010

March 31, 2009

Period-end VND:US$1 exchange rate

Average period VND:US$1 exchange rate

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