U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~June~~September 30, 2010

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

For the transition period from ~~__________~~ ____ to ~~__________~~____

Commission file number 000-150613

TRAI THIEN USA INC.

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


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


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

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

No Change

(Former name, former address and former

fiscal year, if changed since last report)

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

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

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


Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (Do not check if a smaller reporting company)	Smaller reporting company	X .

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

Indicate the number of shares outstanding of each of the issuer’'s classes of Common Stock as of the latest practicable date: 241,500,000 shares of Common Stock, $.001 par value as of ~~August~~December 2520, 2010.

INDEX

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

PART I. - FINANCIAL INFORMATION


Item 1.	Financial Statements	3

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operation	20

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	25

Item 4.	Controls and Procedures	25

Item 4t.	Controls and Procedures	25

PART II. - OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Reserved	25

Item 5.	Other Information	25

Item 6.	Exhibits	26

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

TRAI THIEN USA INC.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

TRAI THIEN USA INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF ~~JUNE~~SEPTEMBER 30, 2010 AND DECEMBER 31, 2009

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

	June 30, 2010		December 31, 2009
	September 30, 2010		December 31, 2009
	(Unaudited)		(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	~~736~~58,~~680~~522	$	102,484
Accounts receivable, net		54101,~~453~~880		104
Advances to a supplier		-		2,688,645
Prepayments and other current assets		1,~~040~~586,~~503~~793		541,923
Deferred tax assets		~~312~~44,~~173~~417		147,850
Total current assets		21,~~143~~791,~~809~~612		3,481,006
Non-current assets:
Vessel construction in progress		17,~~556~~275,~~608~~788		15,476,379
Property, plant and equipment, net		98,~~262~~950,~~868~~220		4,881,462
TOTAL ASSETS	$	28,~~963~~017,~~285~~620	$	23,838,847
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable, trade	$	23,~~793~~372,~~186~~156	$	1,354,294
Short-term bank borrowings		76,~~348~~362,~~934~~029		7,499,197
Current portion of long-term bank borrowings		~~922~~2,~~758~~785,238		518,693
Promissory note		269,536		-
Promissory note, net		11,619		-
Amount due to a stockholder		62,~~038~~873		50,068
Income tax payable		~~331~~150,~~500~~080		145,805
Accrued liabilities and other payables		1,~~422~~579,~~937~~771		300,945
Total current liabilities		1314,~~150~~323,~~889~~766		9,869,002
Long-term liabilities:
Long-term bank borrowings		42,~~625~~674,~~567~~342		1,945,153
Total liabilities		1716,~~776~~998,~~456~~108		11,814,155
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value; 1,000,000 shares authorized; none of share issued and outstanding		-		-
Preferred stock, $0.001 par value; 1,000,000 shares authorized; no share issued and outstanding		-		-
Common stock, $0.001 par value; 1,393,000,000 shares authorized; 213,500,000 and 210,000,000 shares issued and outstanding, respectively		213,500		210,000
Common stock, $0.001 par value; 1,393,000,000 shares authorized; 241,500,000 and 210,000,000 shares issued and outstanding, respectively		241,500		210,000
Additional paid-in capital		1213,~~941~~090,~~223~~423		12,937,580
Accumulated other comprehensive loss		(12,~~933~~264,~~201~~168)		(1,624,628)
Reserve fund		236,602		236,602
(Accumulated deficits) retained earnings		(~~271~~284,~~295~~845)		265,138
Total stockholders’ equity		11,~~186~~019,~~829~~512		12,024,692
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	28,~~963~~017,~~285~~620	$	23,838,847

See accompanying notes to condensed consolidated financial statements.

TRAI THIEN USA INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE ~~INCOME~~ (LOSS) INCOME

FOR THE THREE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2010 AND 2009

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

(Unaudited)

	Three months ended June 30,				Six months ended June 30,
	Three months ended September 30,				Nine months ended September 30,
	2010		2009		2010		2009
Revenues, net	$	32,~~556~~997,~~357~~243	$	21,~~220~~651,~~794~~298	$	69,~~469~~466,~~606~~849	$	45,~~069~~721,~~924~~222
Operating expenses:
Voyage expense		(21,~~330~~309,~~115)~~557		(1555,~~031,863)~~614		(35,~~714~~024,~~809)~~366		(12,~~804~~360,~~574)~~188
Vessel operating expense		~~(498~~760,~~561)~~511		~~(158~~407,~~369)~~066		~~(946~~1,~~489)~~707,000		~~(370~~777,~~810)~~876
Rental expense		~~(484~~243,~~192)~~919		~~(518~~517,~~712)~~695		~~(976~~1,~~481)~~220,400		(1,~~044~~561,~~135)~~830
Selling, general and administrative		~~(248~~253,~~771)~~079		~~(268~~45,~~761)~~125		~~(581~~844,~~775)~~505		~~(568~~613,~~421)~~554
Total operating expenses		(32,~~561~~567,~~639)~~066		(1,~~977~~525,~~705)~~500		(68,~~219~~796,~~554)~~271		(35,~~787~~313,~~940)~~448
(Loss) income from operations		(5,282)		243,089		250,052		281,984
Income from operations		430,177		125,798		670,578		407,774
Other income (expense):
Other expense		-		-		-		(8)
Other income		-		-		9,651		-
Interest income		1014		~~569~~56		5064		~~653~~709
Interest expense		(~~523~~355,~~087~~415)		(2466,~~153~~636)		(~~764~~1,~~981~~120,396)		(2693,~~595~~231)
(Loss) income before income taxes		(528,359)		219,505		(514,879)		256,034
Income (loss) before income taxes		74,776		59,218		(440,103)		315,252
Income tax expense		(8,945)		2,897		(21,554)		1,666
Income tax (expense) credit		(88,326)		13,326		(109,880)		14,992
NET (LOSS) INCOME	$	(~~537~~13,~~304~~550)	$	~~222~~72,~~402~~544	$	(~~536~~549,~~433~~983)	$	~~257~~330,~~700~~244
Other comprehensive loss:
- Foreign currency translation loss		78(330,~~428~~966)		(215,~~168~~103)		(~~308~~639,~~573~~540)		(~~267~~282,~~294~~395)
COMPREHENSIVE (LOSS) INCOME	$	(~~458~~344,~~876~~516)	$	~~220~~57,~~234~~441	$	(~~845~~1,~~006~~189,523)	$	(947,~~594)~~849
Net (loss) income per share – Basic and diluted	$	(0.00)	$	0.00	$	(0.00)	$	0.00
Weighted average common stock outstanding – Basic and diluted		~~212~~234,~~916~~344,~~669~~444	~~163~~198,800,000		~~211~~219,~~458~~100,~~331~~000		163,800,000

See accompanying notes to condensed consolidated financial statements.

TRAI THIEN USA INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2010 AND 2009

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

(Unaudited)

	Six months ended June 30,
	Nine months ended September 30,
	2010		2009
Cash flows from operating activities:
Net (loss) income	$	(~~536~~549,~~433~~983)	$	~~257~~330,~~700~~244
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation		~~283~~449,~~394~~380		410,~~315~~326
Deferred tax assets		~~(171~~98,~~280)~~227		-
Loss on disposal of property, plant and equipment		9,~~735~~667		-
Shares issued for services rendered, non-cash		7184,~~143~~343		-
Changes in operating assets and liabilities:
Accounts receivable, trade		(1,~~247~~546,~~142~~717)		~~(25,190)~~-
Advances to a supplier		2,~~629~~611,~~354~~027		-
Prepayments and other current assets		(~~522~~1,~~492~~073,250)		(1338,~~799,311~~489)
Accounts payable, trade		12,~~501~~128,~~823~~161		~~(155~~540,~~573)~~113
Income tax payable		~~(142~~11,~~590)~~653		(2124,~~887~~373)
Accrued liabilities and other payables		1,~~479~~297,~~957~~604		-
Net cash provided by (used in) operating activities		3,291,469		(1,739,946)
Net cash provided by operating activities		3,620,112		517,821
Cash flows from investing activities:
Proceeds from disposal of property, plant and equipment		21,~~428~~279		-
Purchase of property, plant and equipment		(4,~~913~~879,~~265~~019)		(24116,~~880~~903)
Payment to shipyards on vessel building		(2,~~629~~611,~~354~~027)		(34,~~604~~153,~~538~~018)
Net cash used in investing activities		(7,~~521~~468,~~191~~767)		(34,~~629~~269,~~418~~921)
Cash flows from financing activities:
Advance from a stockholder		11,970		1,556,324
Repayment from a stockholder		12,805		1,551,982
Proceeds from promissory note		1,~~464~~454,~~872~~662		-
Proceeds from short-term bank borrowing		~~831~~3,~~033~~433,030		34,~~920~~189,~~678~~008
Proceeds from long-term bank borrowing		3,~~289~~266,~~037~~112		-
Payments on short-term bank borrowings		(~~850~~4,~~401~~275,215)		(89,~~559~~310)
Payments on long-term bank borrowings		(8483,~~542~~953)		-
Net cash provided by financing activities		43,~~661~~807,~~969~~441		5,~~387~~651,~~443~~680
Effect of exchange rate changes in cash and cash equivalents		~~201~~(2,~~949~~748)		(120,~~441~~932)
NET CHANGE IN CASH AND CASH EQUIVALENTS		~~634~~(43,~~196~~962)		161,~~638~~878,648
BEGINNING OF PERIOD		102,484		59,621
END OF PERIOD	$	~~736~~58,~~680~~522	$	761,~~259~~938,269
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	$	-	$	-9,380
Cash paid for interest	$	~~242~~663,~~741~~304	$	26,~~595~~515
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Settlement of promissory note by offsetting trade receivable	$	1,~~192~~454,~~145~~662	$	-

See accompanying notes to condensed consolidated financial statements.

TRAI THIEN USA INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2010

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

(Unaudited)

	Common stock			Additional paid-in capital		Accumulated other comprehensive loss		Reserve fund		Retained Earnings (accumulated deficits)		Total stockholders’ equity
	No. of share	Amount
Balance as of January 1, 2010 (restated)	210,000,000	$	210,000	$	12,937,580	$	(1,624,628)	$	236,602	$	265,138	$	12,024,692
Shares issued for services	331,500,000		331,500		3152,~~643~~843		-		-		-		7184,~~143~~343
Net income for the period	-		-		-		-		-		(536,433)		(536,433)
Net loss for the period	-		-		-		-		-		(549,983)		(549,983)
Foreign currency translation adjustment	-		-		-		(~~308~~639,~~573~~540)		-		-		(~~308~~639,~~573~~540)
Balance as of June 30, 2010	213,500,000	$	213,500	$	12,941,223	$	(1,933,201)	$	236,602	$	(271,295)	$	11,186,829
Balance as of September 30, 2010	241,500,000	$	241,500	$	13,090,423	$	(2,264,168)	$	236,602	$	(284,845)	$	11,019,512

See accompanying notes to condensed consolidated financial statements.

TRAI THIEN USA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2010 AND 2009

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

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION

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

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

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

NOTE 2 – ORGANIZATION AND BUSINESS BACKGROUND

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

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

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

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

NOTE 3 - GOING CONCERN UNCERTAINTIES

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

The Company has committed and contracted for the construction of six vessels in Vietnam with a combined carrying capacity of 45,600 deadweight tons in the aggregate value of approximately $60.7 million (equivalent to VND1,170 billion), which are expected to be delivered between 2010 and 2011. As of ~~June~~September 30, 2010, the Company has $~~736~~58,~~680~~522 available cash and cash equivalents and suffers from negative working capital of $1112,~~007~~532,~~080 and overdue borrowings of $6~~154,~~682,848~~ whereas the Company may not have sufficient working capital to meet with these capital commitments. Also, the Company has defaulted on repayment of certain short-term bank borrowings. The Company isplans into finance the ~~process~~construction of ~~negotiating~~these ~~with~~six ~~banks~~newly-built vessels and ~~depends~~repay onthe ~~its~~borrowings ~~ability~~through ~~for~~additional ~~reaching~~capital ~~agreements~~injection ~~with~~from ~~banks~~its toshareholders ~~refinance~~ or toexternal ~~reschedule~~financing ~~when~~from ~~these~~banks ~~short-term~~or ~~borrowings~~a ~~are~~mix ~~due~~of financing sources. However, there can be no assurance that the Company will be able to ~~reach~~obtain ~~such~~sufficient ~~agreements.~~funds to meet 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.

TRAI THIEN USA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2010 AND 2009

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

(Unaudited)

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Use of estimates

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

Basis of consolidation

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

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

Cash and cash equivalents

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

Accounts receivable and allowance for doubtful accounts

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

As of ~~June~~September 30, 2010 and December 31, 2009, the allowance for doubtful accounts was $9,~~342~~192 and $9,665, respectively.

Vessel construction in progress

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

~~Plant~~Property, plant and equipment

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

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

TRAI THIEN USA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2010 AND 2009

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

(Unaudited)

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

As of ~~June~~September 30, 2010, two vessels and six motor vehicles with the ~~total~~aggregate ~~net~~carrying ~~book~~ values of $98,~~114~~812,~~704~~542 were pledged as securities in connection with the outstanding long-term borrowings.

Depreciation expenses for the three months ended ~~June~~September 30, 2010 and 2009 were $~~171~~165,~~106~~986 and $26,~~481~~011, respectively.

Depreciation expenses for the ~~six~~nine months ended ~~June~~September 30, 2010 and 2009 were $~~283~~449,~~394~~380 and $410,~~315~~326, respectively.

Impairment of long-lived assets

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

Revenue recognition

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

(a)

Cargo transportation revenue

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

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

(b)

Interest income

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

Comprehensive income or loss

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

Income taxes

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

TRAI THIEN USA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2010 AND 2009

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

(Unaudited)

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

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

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

Foreign currencies translation

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

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

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

	June 30, 2010		June 30, 2009
	September 30, 2010		September 30, 2009
Period-end VND:US$1 exchange rate		19,~~317~~631		18,~~069~~091
Average period VND:US$1 exchange rate		19,~~091~~225		17,~~854~~904

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.

TRAI THIEN USA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2010 AND 2009

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

(Unaudited)

Fair value measurement

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

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

Fair value of financial instruments

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

Recent accounting pronouncements

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

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

In ~~March~~April 2010, the FASB issued ~~Accounting Standards Update (“~~ASU”) 2010-1113, ~~“Derivatives~~Compensation ~~and~~– ~~Hedging~~Stock Compensation (Topic ~~815~~718): —Effect ~~Scope~~of ~~Exception~~Denominating ~~Related~~the toExercise ~~Embedded~~Price ~~Credit~~of ~~Derivatives.”~~a ~~ASU 2010~~Share-11Based ~~clarifies~~Payment ~~that~~Award in the ~~only~~Currency ~~form~~ of anthe ~~embedded~~Market ~~credit~~in ~~derivative~~Which ~~that~~the isUnderlying ~~exempt~~Equity ~~from~~Security ~~embedded~~Trades. ~~derivative~~ASU ~~bifurcation~~2010-13 ~~requirements~~provides ~~are~~guidance ~~those~~on ~~that relate to~~ the ~~subordination~~classification of ~~one~~a ~~financial~~share-based ~~instrument~~payment toaward ~~another.~~as Aseither aequity ~~result,~~or ~~entities~~a ~~that~~liability. ~~have~~A ~~contracts~~share-based ~~containing~~payment anthat ~~embedded~~contains ~~credit~~a ~~derivative~~condition ~~feature~~that inis not a ~~form~~market, ~~other~~performance, ~~than~~or ~~such~~service ~~subordination~~condition ~~may~~is ~~need~~required to ~~separately~~be ~~account~~classified ~~for~~as ~~the~~a ~~embedded~~liability. ~~credit~~ASU ~~derivative~~2010-13 ~~feature.~~is ~~The~~effective ~~provisions~~for offiscal ~~ASU~~years, ~~2010-11~~and ~~will~~interim beperiods ~~effective~~within those fiscal years, beginning on ~~July~~or 1after December 15, 2010 and ~~are~~is not expected to have a significant impact on the Company’s ~~consolidated~~ financial statements.

In ~~April~~July 2010, the FASB issued ~~ASU~~new ~~2010-13,~~accounting ~~Compensation~~guidance –that ~~Stock~~will ~~Compensation~~require ~~(Topic~~additional ~~718):~~disclosures ~~Effect~~about ~~of Denominating~~ the ~~Exercise~~credit ~~Price~~quality of aloans, ~~Share-Based~~lease ~~Payment~~receivables ~~Award~~and inother ~~the~~long-term ~~Currency~~receivables ofand the ~~Market~~related inallowance ~~Which~~for ~~the~~credit ~~Underlying Equity Security Trades~~losses. ~~ASU~~Certain ~~2010-13~~additional ~~provides~~disclosures ~~guidance~~in onthis ~~the~~new ~~classification~~accounting ofguidance awill ~~share-based~~be ~~payment~~effective ~~award~~for asthe ~~either~~Company ~~equity~~on orDecember a31, ~~liability.~~2010 Awith ~~share-based~~certain ~~payment~~other ~~that~~additional ~~contains~~disclosures ~~a condition~~ that iswill ~~not a market, performance, or service condition is required to~~ be ~~classified as a liability. ASU 2010-13 is~~ effective ~~for~~on ~~fiscal~~March ~~years~~31, ~~and~~2011. ~~interim~~The ~~periods~~Company ~~within~~does ~~those~~not ~~fiscal~~expect ~~years,~~the ~~beginning~~adoption onof orthis ~~after~~new ~~December~~accounting ~~15,~~guidance ~~2010 and is not expected~~ to have a ~~significant~~material impact on ~~the~~its ~~Company’s~~consolidated financial statements.

TRAI THIEN USA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2010 AND 2009

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

(Unaudited)

InNOTE ~~May~~5 ~~2010,~~– ~~the~~PREPAYMENTS ~~FASB~~AND ~~issued~~OTHER ~~ASU~~CURRENT 2010-19, Foreign Currency (Topic 830): Foreign Currency Issues: Multiple Foreign Currency Exchange Rates. The amendments in ASU 2010-19 are effective as of the announcement date of March 18, 2010. The Company does not expect the provisions of ASU 2010-19 to have a material effect on the financial position, results of operations or cash flows of the Company.ASSETS

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

NOTE 5 – PREPAYMENTS AND OTHER CURRENT ASSETS


	September 30, 2010		December 31, 2009
	(Unaudited)		(Audited)

VAT receivable	$	1,051,348	$	311,914
Prepaid operating expenses		137,261		85,214
Prepayment for equipment purchase		-		76,991
Purchase deposits		5,094		18,526
Advances to employees		393,090		49,278
	$	1,586,793	$	541,923

~~Prepayments~~NOTE ~~and~~6 ~~other~~– ~~current~~VESSEL ~~assets~~CONSTRUCTION ~~consisted~~IN ~~of the following:~~PROGRESS

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

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

~~NOTE~~During 62009, –the ~~VESSEL~~Company ~~CONSTRUCTION~~contracted INfor ~~PROGRESS~~the construction of the additional 1 vessel with a carrying capacity of 4,300 deadweight tons. The construction cost of the vessel is approximately $4,861,000 (equivalent to VND93.9 billion) at the unaffiliated shipyard in Vietnam. The vessel is expected to be delivered in 2010, subject to the full settlement of outstanding payment. However, on June 8, 2010, the Company agreed with the shipyard to terminate the construction contract with no compensation or liquidated damage.

~~During~~As ~~2007, the Company contracted for the construction~~ of 6September ~~vessels~~30, ~~in Vietnam with a combined carrying capacity of 45~~2010,~~600~~ ~~deadweight tons. The total cost of~~ the ~~contracts~~aggregate ~~for~~vessel ~~6 vessels under~~ construction ~~at two unaffiliated shipyards~~ in ~~Vietnam~~progress iswas ~~approximately~~amounted ~~$60,656,000 (equivalent~~ to ~~VND1~~$17,~~170 billion)~~275,788. ~~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~~NOTE ~~2009,~~7 ~~the~~– ~~Company~~PROMISSORY contracted for the construction of the additional 1 vessel with a carrying capacity of 4,300 deadweight tons. The construction cost of the vessel is approximately $4,861,000 (equivalent to VND93.9 billion) at the unaffiliated shipyard in Vietnam. The vessel is expected to be delivered in 2010, subject to the full settlement of outstanding payment. However, on June 8, 2010, the Company agreed with the shipyard to terminate the construction contract with no compensation or liquidated damage.NOTE

~~For~~On March 30, 2010, the ~~six~~Company ~~months~~entered ~~ended~~into ~~June~~a 30promissory note (“the Note”) with GRM Mal-Sin Shipping (M) Sdn, ~~2010~~Bhd, (“GRM”), one of the Company’s ~~expended~~major ~~the~~customers, ~~aggregate~~for a principal amount of $21,~~629~~437,~~354~~912 on(equivalent ~~vessel~~to ~~building~~VND 28 billion). The Note was unsecured and interest-free. In connection with the ~~aggregate~~Note, the Company agreed to provide its vessel ~~construction~~on ina ~~progress~~basis of first priority to serve GRM and reserved the right to set-off the transportation charges against the Note as repayment. For the nine months ended September 30, 2010, the promissory note was ~~amounted~~mostly repaid by offsetting accounts receivable. As of September 30, 2010, the balance of promissory note was to $1711,~~556,608~~619 at(equivalent ~~period~~to ~~end-date~~VND 228,087,021).

~~NOTE 7 – PROMISSORY NOTE~~13

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

13NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~TRAI~~FOR ~~THIEN~~THE ~~USA~~NINE ~~INC.~~MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

~~NOTES~~(Currency TOexpressed ~~CONDENSED~~in ~~CONSOLIDATED~~United ~~FINANCIAL~~States ~~STATEMENTS~~Dollars (“US$”), except for number of shares)

~~FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009~~(Unaudited)

~~(Currency~~NOTE ~~expressed~~8 in– ~~United~~BANK ~~States Dollars (“US$”), except for number of shares)~~BORROWINGS

~~(Unaudited)~~Bank borrowings consisted of the following:

~~NOTE 8 – BANK BORROWINGS~~(a)

~~Bank~~Short-term bank borrowings ~~consisted~~payable ofto ~~the~~financial ~~following~~institutions in Vietnam:

(a)


		September 30, 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			-		749,866

Secured, equivalent to VND14 billion with interest rate at 14.4% per annum, payable monthly, due on September 23, 2010	(i)		713,158		-

Lines of credit, AgriBank			-		2,999,465

Short term bank loan, AgriBank	(ii)		2,648,871		-

Revolving credit facility, VID Public Bank	(iii)		3,000,000		3,000,000

Total short-term borrowings		$	6,362,029	$	7,499,197

~~Short-term bank borrowings payable to financial institutions in Vietnam:~~(i)

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

In June 2010, the Company received a short-term facility of $724,750 (equal to VND 14 billion) from Trust Bank in a term of three months, which carried interest rate of 14.4% per annum, payable monthly. The facility is secured by the Company’s owned vessel with its caryying value of $4.3 million as of September 30, 2010. As of September 30, 2010, the facility became due and the Company is subject to penalty interest at 1.5 times of its annual interest rate, payable monthly. The Company has been in negotiations with the bank, but has not yet reached an agreement as to repayment of principal and interest.

(iii)

InThe ~~June 2010, the~~ Company received a short- term ~~facility~~bank ofloan ~~$724,750~~from ~~(equal~~AgriBank toin ~~VND~~a 14term ~~billion)~~of ~~from~~12 ~~Trust~~months ~~Bank~~for inworking acapital ~~term~~purposes. ofInterest ~~three~~was ~~months,~~carried ~~which~~at ~~carries~~an ~~interest~~annual rate of 14.4%, ~~per~~subject ~~annum~~to changes by the State Bank of Vietnam, payable monthly. The ~~facility~~line is secured by the ~~Company’s~~real ~~owned~~properties ~~vessel~~including residential house and land use rights with ~~its~~the ~~net~~aggregate ~~book~~carrying ~~value~~values of $43.58 million aswhich are personally owned by the major stockholder and the director of ~~June~~the 30Company, ~~2010~~Mr. Nguyen Quoc Khanh.

(iiiii)

The Company received its ~~lines~~revolving of credit facility from ~~AgriBank~~VID Public Bank in a term of 12 months, with a maximum available borrowing up to $3.6 million ~~(equivalent to VND 70 billion)~~ for working capital purposes. Interest was carried at aminimum interest rate of ~~10.~~5% per annum, ~~payable~~or ~~monthly~~subject ~~and~~to ~~subject~~floating rates, which equal to the ~~changes~~higher byof ~~the~~SIBOR ~~State~~plus ~~Bank~~2.5% ofper ~~Vietnam~~annum or fixed deposit rate plus 2.5%. The ~~line~~outstanding isbalance ~~collateralized~~under by the ~~real~~credit ~~properties~~facility ~~including~~becomes ~~residential~~matured ~~house~~in ~~and~~150 ~~land~~days ~~use~~from ~~rights~~the ~~with~~drawdown date and the ~~aggregate~~facility ~~carrying~~will ~~values~~be extended or renewed subject to an annual review at the option of $3the bank.7 ~~million~~Weighted ~~which~~average ~~are~~interest rate approximately 5% per annum for the period ended September 30, 2010, payable monthly. The credit facility is personally ~~owned~~guaranteed by the major stockholder and the director of the Company, Mr. Nguyen Quoc Khanh and secured by his real properties with the aggregate carrying value of $10.5 million. As of ~~June~~September 30, 2010, the facility became due and the Company is subject to penalty interest at 1.5 times of its annual interest rate, payable monthly. InThe ~~July~~Company ~~2010,~~has ~~the~~been ~~Company~~in ~~repaid~~negotiations with the ~~overdue~~bank, ~~borrowing~~but inhas ~~full~~not yet reached an agreement as to repayment of principal and interest.

~~(iii)~~14

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

14NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~TRAI~~FOR ~~THIEN~~THE ~~USA~~NINE ~~INC.~~MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

~~NOTES~~(Currency TOexpressed ~~CONDENSED~~in ~~CONSOLIDATED~~United ~~FINANCIAL~~States ~~STATEMENTS~~Dollars (“US$”), except for number of shares)

~~FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009~~(Unaudited)

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

~~(Unaudited)~~Long-term bank borrowings payable to financial institutions in Vietnam:

(b)


		September 30, 2010		December 31, 2009
		(Unaudited)		(Audited)

Trust Bank,
Secured, equivalent to VND 46 billion with interest rate at 12% per annum payable monthly, due December 31, 2014	(i)	$	2,261,016	$	2,463,846

Secured, equivalent to VND 60 billion with interest rate at 16.2% per annum payable monthly, due March 30, 2015	(i)		3,056,392		-

Kien Long Bank,
Secured, equivalent to VND 2.8 billion with interest rate at 19.2% per annum payable monthly, due March 12, 2013	(ii)		142,172		-

Less: current portion of long-term bank borrowings			(2,785,238)		(518,693)

Total long-term bank borrowings, net of current portion		$	2,674,342	$	1,945,153

~~Long-term bank borrowings payable to financial institutions in Vietnam:~~(i)

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

The Company received an aggregate long-term facility of $5.4 million from Trust Bank. These facilities are secured by the Company’s two owned vessels with the aggregate net book value of $8.6 million as of September 30, 2010.

(iii)

The Company ~~granted~~received ~~with~~a ~~the aggregate~~ long-term facility of $50.414 million from ~~Trust~~Kien Long Bank. ~~These~~The ~~facilities~~facility ~~are~~is secured by the Company’s ~~two~~six ~~owned~~motor ~~vessels~~vehicles with the ~~aggregate~~carrying ~~net~~values ~~book value~~ of $~~8.9~~196,030 ~~million~~ as of ~~June~~September 30, 2010.

~~(ii)~~As of September 30, 2010, the maturities of the long-term bank borrowings for the next five years are as follows:

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


Years ending September 30:
2011	$	2,785,238
2012		764,098
2013		764,098
2014		764,098
2015		382,048

Total bank borrowings	$	5,459,580

AsNOTE of9 ~~June~~– ~~30,~~ACCRUED ~~2010,~~LIABILITIES ~~the~~AND ~~maturities~~OTHER ~~of the long-term bank borrowings for the next five years are as follows:~~PAYABLES

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

Accrued liabilities and other payables consisted of the following:

NOTE 9 – ACCRUED LIABILITIES AND OTHER PAYABLES


	September 30, 2010		December 31, 2009
	(Unaudited)		(Audited)

Salary and welfare payable	$	516,140	$	195,189
Other tax payable		60,181		38,624
Accrued operating expenses		674,619		67,132
Accrued loan interests		328,831		-
	$	1,579,771	$	300,945

~~Accrued liabilities and other payables consisted of the following:~~15

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

TRAI THIEN USA INC.

15NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~TRAI~~FOR ~~THIEN~~THE ~~USA~~NINE ~~INC.~~MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

~~NOTES~~(Currency TOexpressed ~~CONDENSED~~in ~~CONSOLIDATED~~United ~~FINANCIAL~~States ~~STATEMENTS~~Dollars (“US$”), except for number of shares)

~~FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009~~(Unaudited)

~~(Currency~~NOTE ~~expressed~~10 in– ~~United~~STOCK ~~States~~BASED ~~Dollars (“US$”), except for number of shares)~~COMPENSATION

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

~~NOTE~~On 10July –25, ~~STOCK~~2010, ~~BASED~~the ~~COMPENSATION~~Company issued 28,000,000 shares (post forward stock split) of its common stock to a consultant for marketing services in the shipping and airline transportation sectors for a term of 3 years, at a fair market price of $0.0063 per share or a total value of $177,200.

OnNOTE ~~April~~11 ~~16,~~– ~~2010,~~INCOME ~~the Company issued 3,500,000 shares (post forward stock split) of its common stock to its attorney for legal services rendered, at a fair market price of $0.002 per share or a total value of $7,143.~~ TAXES

~~NOTE~~For 11the –nine ~~INCOME~~months ~~TAXES~~ended September 30, 2010 and 2009, the local (“United States of America”) and foreign components of (loss) income before income taxes were comprised of the following:

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


	Nine months ended September 30,
	2010		2009
Tax jurisdiction from:
– Local	$	(365,333)	$	-
– Foreign		(74,770)		315,252
(Loss) income before income taxes	$	(440,103)	$	315,252

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

The provision for income tax consisted of the following:


	Nine months ended September 30,
	2010		2009
Current tax:
– Local	$	-	$	-
– Foreign		11,653		(14,992)

Deferred tax:
– Local		-		-
– Foreign		98,227		-

Income tax expense (credit)	$	109,880	$	(14,992)

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

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

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:~~

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.

~~The~~Socialist ~~Company~~Republic ~~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.~~Vietnam

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

~~Pursuant~~TRAI toTHIEN ~~the~~USA ~~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~~INC. 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.

16NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~TRAI~~FOR ~~THIEN~~THE ~~USA~~NINE ~~INC.~~MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

~~NOTES~~(Currency TOexpressed ~~CONDENSED~~in ~~CONSOLIDATED~~United ~~FINANCIAL~~States ~~STATEMENTS~~Dollars (“US$”), except for number of shares)

~~FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009~~(Unaudited)

~~(Currency~~Pursuant ~~expressed~~to the New CIT Law, the Company is eligible for corporate income tax holiday, whereas its business is established in ~~United~~a ~~States~~special ~~Dollars~~development ~~(“US$”)~~zone or considered as encouraged investment. Under such tax holiday, ~~except~~the Company is exempted from corporate income tax for ~~number~~the first two years starting from its first profit-making year, entitled to a reduced corporate income tax rate of ~~shares)~~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.

The reconciliation of income tax rate to the effective income tax rate based on (~~Unaudited~~loss) income before income taxes for the nine months ended September 30, 2010 and 2009 is as follows:

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


	Nine months ended September 30,
	2010		2009

(Loss) income before income taxes	$	(74,770)	$	315,252
Statutory income tax rate		25%		25%
Income tax expense at statutory tax rate		(18,692)		78,813

Prior year adjustments		(6,132)		(68,958)
Effect of tax holiday		11,215		(47,289)
Non-deductible items		25,262		22,442
Income tax expense (benefit)	$	11,653	$	(14,992)

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

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

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


	September 30, 2010		December 31 2009
	(Unaudited)		(Audited)
Deferred tax assets:
Non-deductible professional fees	$	23,439	$	8,060
Non-deductible vessel rental expense		20,978		139,790

Total:	$	44,417	$	147,850

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

NOTE 12 – CONCENTRATIONS OF RISK

~~NOTE~~The 12Company –is ~~CONCENTRATIONS~~exposed OFto ~~RISK~~the following concentrations of risk:

~~The Company is exposed to the following concentrations of risk:~~(a)

~~(a)~~Major customers

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

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


	Three months ended September 30, 2010			September 30, 2010
	Revenues		Percentage of revenues	Accounts receivable

Customer A	$	2,089,927	67%	$	-
Customer B		601,351	19%		-
Total:	$	2,691,278	86%	$	-

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

17TRAI THIEN USA INC.

~~TRAI~~NOTES ~~THIEN~~TO ~~USA~~CONDENSED ~~INC.~~CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~FOR TOTHE ~~CONDENSED~~NINE ~~CONSOLIDATED~~MONTHS ~~FINANCIAL~~ENDED ~~STATEMENTS~~SEPTEMBER 30, 2010 AND 2009

~~FOR~~(Currency ~~THE~~expressed ~~SIX~~in ~~MONTHS~~United ~~ENDED~~States ~~JUNE~~Dollars 30(“US$”), ~~2010~~except ~~AND~~for ~~2009~~number of shares)

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

(Unaudited)


	Nine months ended September 30, 2010			September 30, 2010
	Revenues		Percentage of revenues	Accounts Receivable

Customer A	$	6,718,972	71%	$	-
Customer B		1,472,505	16%		-
Total:	$	8,197,477	87%	$	-

	Six months ended June 30, 2010			June 30, 2010
	Three months ended September 30, 2009			September 30, 2009
	Revenues		Percentage of revenues	Accounts receivable
Customer A	$	4,661,537	72%	$	-
Customer B	$	1,093,045	66%	$	-
Customer B		877,268	14%		-
Customer F		477,939	29%		-
Total:	$	1,570,984	8695%	$	-

	Three months ended June 30, 2009			June 30, 2009
	Nine months ended September 30, 2009			September 30, 2009
	Revenues		Percentage of revenues	Accounts receivable
Customer A	$	1,621,417	73%	$	380
Customer B	$	2,913,311	51%	$	-
Customer B		218,226	10%		-
Customer F		735,089	13%		-
Total:	$	13,~~839~~648,~~643~~400	8364%	$	~~380~~-

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

(b)

~~(b)~~Credit risk

~~Credit~~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.

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)

~~(c)~~Interest rate risk

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

AsThe Company’s interest-rate risk arises from bank borrowings. Borrowings issued at variable rates expose the Company ~~has~~to nocash ~~significant~~flow interest-~~bearing~~rate ~~assets,~~risk. Borrowings issued at fixed rates expose the Company to fair value interest-rate risk. The Company’s ~~income~~policy ~~and~~is ~~operating~~to ~~cash~~obtain ~~flows~~the ~~are~~most ~~substantially~~favorable ~~independent~~interest rates available for its borrowings. At the period-end, all of ~~changes~~borrowings inwere ~~market~~at ~~interest~~floating and fixed rates.

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

~~(d)~~Exchange rate risk

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

The reporting currency of the Company is US$, to date the majority of the revenues and costs are denominated in VND and a significant portion of the assets and liabilities are denominated in VND. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between US$ and VND. If VND depreciates against US$, the value of VND revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial instruments that expose to substantial market risk.18

18TRAI THIEN USA INC.

~~TRAI~~NOTES ~~THIEN~~TO ~~USA~~CONDENSED ~~INC.~~CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~FOR TOTHE ~~CONDENSED~~NINE ~~CONSOLIDATED~~MONTHS ~~FINANCIAL~~ENDED ~~STATEMENTS~~SEPTEMBER 30, 2010 AND 2009

~~FOR~~(Currency ~~THE~~expressed ~~SIX~~in ~~MONTHS~~United ~~ENDED~~States ~~JUNE~~Dollars 30(“US$”), ~~2010~~except ~~AND~~for ~~2009~~number of shares)

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

(~~Unaudited~~e)

~~(e)~~Economic and political risks

~~Economic~~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.

~~Substantially~~NOTE ~~all~~13 of– ~~the~~COMMITMENTS ~~Company’s~~AND 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.CONTINGENCIES

~~NOTE 13 – COMMITMENTS AND CONTINGENCIES~~(a)

~~(a)~~Capital commitments

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

~~The~~As ~~Company~~of isSeptember ~~committed~~30, ~~and contracted with two unaffiliated shipyards~~2010, ~~Dai~~the ~~Duong~~aggregate ~~Joint~~future ~~Stock~~minimum ~~Ocean~~payments ~~Transportation~~to ~~Company and Hai Ha Road and Water Transport Company Limited, respectively, for~~ the ~~construction~~shipyards ~~of six vessels~~ in ~~Vietnam.~~the ~~The~~next ~~total~~two ~~estimated~~years ~~construction cost for six vessels was approximately $60.7 million. These vessels~~ are ~~expected~~as ~~to be delivered between 2010 and 2011.~~follows:

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


Years ending September 30:
2011	$	23,221,385
2012		19,102,440

Total:	$	42,323,825

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

(b)

~~(b)~~Operating lease commitments

~~Operating~~As of the date of the report, the Company is committed to four vessel charter agreements to operate four oceangoing vessels for a term of four to six months, all expiring December 31, 2010, with a fixed monthly rental rate and generally did not contain significant renewal options. For the nine months ended September 30, 2010 and 2009, the Company incurred and paid vessel rental of $1,220,400 and $1,561,830, respectively. The Company has the future minimum rental payments of $291,121 under the operating lease ~~commitments~~agreement within the next 12 months.

As of the date of the report, the Company is committed to a vessel charter agreement to operate one oceangoing vessel for a term of six months due December 31, 2010, with a fixed monthly rental and generally did not contain significant renewal options. For the six months ended June 30, 2010 and 2009, the Company incurred and paid vessel rental of $976,481 and $1,044,135, respectively. The Company has the future minimum rental payments of $250,039 under the operating lease agreement within the next 12 months.19

~~NOTE~~Item 142 –Management’s ~~SUBSEQUENT~~Discussion ~~EVENT~~and Analysis of Financial Condition and Results of Operations

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

OnSome ~~July~~of 25the 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," ~~2010~~"projects," ~~the~~"plans," ~~Company~~"believes," ~~issued~~"expects," 4"anticipates,~~000~~" "intends,~~000~~" ~~shares~~or the negative or other variations, or by discussions of ~~its~~strategy ~~common~~that ~~stock~~involve risks and uncertainties. We urge you to abe ~~consultant~~cautious ~~for~~of ~~marketing~~the ~~services~~forward-looking statements, that such statements, which are contained in ~~shipping~~this Form 10-Q, reflect our current beliefs with respect to future events and ~~airline~~involve ~~business~~known ~~for~~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 ~~period~~result of 3the ~~years~~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:

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

19Our ability to attract and retain management, and to integrate and maintain technical information and management information systems;

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

~~Forward~~Our ~~Looking~~ability ~~Statements~~to raise capital when needed and on acceptable terms and conditions;

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: ·

·The intensity of competition; and

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

·General economic conditions.

~~Our~~All ~~ability~~written toand ~~raise~~oral ~~capital~~forward-looking ~~when~~statements ~~needed~~made ~~and~~in connection with this Form 10-Q that are attributable to us or persons acting on ~~acceptable~~our ~~terms~~behalf ~~and~~are ~~conditions;~~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

~~The~~We ~~intensity~~are a Vietnam-based sea cargo company, formed in 2007, specializing in the transport of ~~competition;~~dry bulk commodities within Southeast Asia. As of 30 September, 2010, we had a fleet of six vessels with an average size of 3,666 dead weight tonnage (“DWT”), or total capacity of 21,998 DWT. Of these, two vessels of 4,300 DWT each are owner-operated, one of 3,612 DWT is term-leased and three vessels with average capacity of 3,262 DWT are on monthly charter-in and charter-out basis. Due to the current capacity of our ships, most of our business is conducted within Southeast Asia and southern China.

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

~~General~~As ~~economic~~of ~~conditions~~September 30, 2010, the Company is required to make aggregate future minimum payments of $23,221,385 and $19,102,440 to the shipyards in the years ending September 30, 2011 and 2012, respectively. As of September 30, 2010, the Company has available $58,522 cash and cash equivalents. The Company plans to finance the construction of these six newly-built vessels through additional capital injection from its shareholders or external financing from banks or a mix 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.

~~All~~With ~~written~~our ~~and~~expansion ~~oral~~plan, ~~forward-looking~~Trai ~~statements~~Thien’s ~~made~~total incapacity ~~connection~~is ~~with~~expected ~~this~~to ~~Form~~significantly ~~10-Q~~increase ~~that are attributable~~ to us67,598 orDWT ~~persons~~by ~~acting~~2011. onGiven ~~our~~the ~~behalf~~larger ~~are~~size ~~expressly~~and ~~qualified~~young inage ~~their~~of ~~entirety~~our bycargo ~~these~~ships, ~~cautionary~~we ~~statements.~~believe ~~Given~~we ~~the~~can ~~uncertainties~~further ~~that~~distance ~~surround~~ourselves ~~such~~from ~~statements,~~locally-owned ~~you~~and ~~are~~foreign-owned ~~cautioned~~competitors ~~not~~in toVietnam ~~place~~and ~~undue~~greater ~~reliance~~South onEast ~~such forward-looking statements~~Asia.

~~Plan~~Results of Operations for the Three Months Ended September 30, 2010 and 2009

WeRevenues ~~are~~for athe ~~Vietnam-based~~three ~~sea~~months ~~cargo~~ended ~~company~~September 30, ~~formed~~2010 inincreased ~~June~~by ~~2007~~$1,345,945, ~~specializing~~or in82%, ~~the~~to ~~transport~~$2,997,243 ofcompared ~~dry~~to ~~bulk~~$1,651,298 ~~commodities~~for ~~within~~the ~~Southeast~~three ~~Asia.~~months Asended ofSeptember 30 ~~June~~, ~~2010,~~2009. weThis ~~had~~increase awas ~~fleet~~primarily due to the launching of ~~six~~an owner-operated ~~and~~vessel ~~term-leased geared vessels~~ with ancapacity ~~average size~~ of 34,~~665~~300 ~~dead~~DWT ~~weight~~in ~~tonnage~~November ~~(“DWT”)~~2009, orand ~~total~~another ~~capacity~~vessel of 214,~~990~~300 DWT. Asin April 2010, attributing to an increase of 64% in the ~~date~~total capacity of ~~the~~our ~~report~~fleet from 13,398 DWT during the ~~Company~~three ~~has~~months ~~two~~ended ~~owner-operated~~September ~~vessels~~30, of2009 4to 21,~~300~~998 DWT ~~each~~during ~~and~~the ~~one~~three ~~term-leased~~months ~~vessel~~ended ofSeptember 330,~~612~~ ~~DWT~~2010. ~~Due~~With the increase in our fleet dead weight tonnage, we were able to increase the ~~current~~number ~~capacity~~ of our ~~ships~~nautical trips from 10 trips during the three months ended September 30, ~~most~~2009 ofto ~~our~~28 ~~business~~trips isduring ~~within~~the ~~Southeast~~three ~~Asia~~months ~~and~~ended ~~southern~~September ~~China~~30, 2010, or an increase of 180%.

~~We have made deposits for building six new cargo ships with a capacity of 7,600 DWT each. These vessels are expected to be delivered between 2010 and 2011.~~ 21

AsVoyage ofexpenses ~~June~~for the three months ended September 30, 2010 were $1,309,557 ~~the~~compared ~~Company~~to is$555,614 ~~required~~for tothe ~~make~~three ~~aggregate~~months ~~future~~ended ~~minimum~~September ~~payments~~30, 2009, an increase of $23 753,~~598~~943,~~484~~ ~~and~~or ~~$19~~136%. Voyage expenses mainly include fuel,~~412~~ pilot,~~651~~ towage and port fees. We attributed the increase of voyage expenses to the ~~shipyards~~increase in the ~~years~~number ~~ending~~of ~~June~~our ~~30,~~vessels ~~2011~~ and ~~2012,~~the ~~respectively.~~increase Asin the number of ~~June~~our ~~30,~~nautical ~~2010,~~trips during the ~~Company~~three ~~has~~months ~~available~~ended ~~$736~~September 30,~~680~~ ~~cash~~2010 ~~and~~compared ~~cash~~to ~~equivalents.~~the ~~The~~same ~~Company~~period ~~plans~~last toyear. ~~finance~~Fuel ~~the~~expense ~~construction~~for ofthe ~~these~~three ~~six~~months ~~newly-built~~ended ~~vessels~~September ~~through~~30, ~~additional~~2010 ~~capital~~increased ~~injection~~by ~~from~~$837,697, ~~its~~or ~~shareholders~~363%, orto ~~external~~$1,068,487 ~~financing~~compared ~~from~~to ~~banks~~$230,790 orfor athe ~~mixed~~same ofperiod ~~financing~~last ~~sources~~year. ~~However~~Pilot, ~~there~~towage ~~can~~and beport nofees ~~assurance~~for ~~that~~ the ~~Company~~three ~~will~~months beended ~~able~~September to30, ~~obtain~~2010 ~~sufficient~~decreased ~~funds~~by to$38,133, ~~meet~~or ~~with~~14%, ~~its~~to ~~obligations~~$225,003 oncompared ato ~~timely~~$263,136 ~~basis~~for ~~towards~~ the ~~delivery~~same ofperiod ~~the~~last ~~vessels~~year.

~~With~~Vessel ~~our~~operating ~~expansion~~expenses ~~plan,~~for ~~Trai~~the ~~Thien’s~~three ~~total~~months ~~capacity~~ended isSeptember ~~expected~~30, to2010 ~~significantly~~were ~~increase~~$760,511 compared to 19$407,~~812~~066 ~~DWT~~for by the ~~end~~three months ended September 30, 2009, an increase of ~~2010~~$353,445, ~~and~~or 5787%. Vessel operating expenses mainly include crewing expenses,~~812~~ ~~DWT~~ship byadministrative ~~2011~~expenses, vessel depreciation expense and vessel insurance. ~~Given~~We attributed the ~~larger~~increase ~~size~~of ~~and~~vessel ~~young~~operating ~~age~~expenses to the increase in the number of our ~~cargo~~vessels ~~ships~~during the three months ended September 30, we2010 ~~believe~~compared weto ~~can~~the ~~further~~same ~~distance~~period ~~ourselves~~last ~~from~~year. ~~locally-owned~~Crewing ~~and~~expenses ~~foreign-owned~~for ~~competitors~~the three months ended September 30, 2010 increased by $227,320, or 142%, to $387,708 compared to $160,388 for the same period last year. The crewing expense increase was attributable to the increase in ~~Vietnam~~the number of crewmen of 52% from 69 people for the three months ended September 30, 2009 to 105 people for the three months ended September 30, 2010 and ~~greater~~the ~~South~~increase ~~East~~in ~~Asia~~crew salaries.

~~Results~~Rental ofexpense ~~Operations~~ for the ~~Three~~three ~~Months~~months ~~Ended~~ended ~~June~~September 30, 2010 ~~and~~was ~~2009~~$243,919 compared to $517,695 for the same period last year. The decrease of $273,776, or 53%, was attributable to the Company’s ability to negotiate at lower prices for its four charter-in vessels. The Company currently leases out three of these four vessels at a minimal markup over its charter-in rates.

~~Revenues~~Selling, general and administrative expenses for the three months ended ~~June~~September 30, 2010 ~~increased~~were by $1253,~~335,563,~~079 ~~or 60%, to $3,556,357~~ compared to $245,~~220,794~~125 for the three months ended ~~June~~September 30, 2009~~. This increase was primarily due to the launching of an owner-operated vessel with capacity of 4~~,~~300~~ ~~DWT in November 2009, and another vessel of 4,300 DWT in April 2010, attributing to~~ an increase of ~~64% in the total capacity of our fleet from 13~~$207,~~390 DWT during the three months ended June 30~~954, ~~2009~~or to461%. 21Selling,~~990~~ ~~DWT~~general ~~during~~and ~~the~~administrative ~~three~~expenses ~~months~~mainly ~~ended~~included ~~June~~office 30expenses, ~~2010.~~salary ~~With the increase in our fleet dead weight tonnage, we were able to increase the number~~ of ~~our~~administration ~~nautical trips from 20 trips during the three months ended June 30~~staff, ~~2009~~audit tofees 36and ~~trips~~consultancy ~~during the three months ended June 30, 2010, or an increase of 80%~~fees.

20Interest expense for the three months ended September 30, 2010 was $355,415 compared to $66,636 for the three months ended September 30, 2009. We attribute the increase of $288,779, or 433%, to the increase in short-term borrowing and long-term borrowing for the financing of working capital needs and acquisition and building of new vessels.

~~Voyage~~Income ~~expenses~~tax expense for the three months ended ~~June~~September 30, 2010 ~~were~~was $288,~~330,115~~326 compared to ~~$1,031,863~~income ~~for~~tax ~~the~~credit ~~three months ended June 30, 2009, an increase~~ of $113,~~298,252,~~326 or 126%. Voyage expenses mainly include fuel, pilot, towage and port fees. We attributed the increase of voyage expenses to the increase in the number of our vessels and the increase in the number of our nautical trips during the three months ended June 30, 2010 compared to the same period last year. Fuel expense for the three months ended ~~June~~September 30, ~~2010 increased by $1,218,896, or 260%, to $1,687,582 compared to $468,686 for the same period last year~~2009. ~~Pilot, towage and port fees for the three months ended June 30, 2010 increased by $81,765, or 15%, to $624,651 compared to $542,886 for the same period last year.~~

~~Vessel~~As ~~operating~~a ~~expenses~~result ~~for~~of the ~~three months ended June 30~~foregoing, ~~2010 were $498,561 compared to $158,369 for~~ the ~~three~~Company ~~months~~incurred ~~ended~~a ~~June~~loss ~~30, 2009, an increase~~ of $~~340~~13,~~192,~~550 or 215%. Vessel operating expenses mainly include crewing expenses, ship administrative expenses, vessel depreciation expense and vessel insurance. We attributed the increase of vessel operating expenses to the increase in the number of our vessels during the three months ended June 30, 2010 compared to the same period last year. Crewing expenses for the three months ended ~~June~~September 30, 2010 ~~increased~~while byposted ~~$114,943,~~a ornet ~~84%,~~income toof $~~252~~72,~~228~~544 ~~compared to $137,285~~ for the ~~same period last year. The crewing expense increase was attributable to the increase in the number of crewmen of 52% from 69 people for the~~ three months ended ~~June~~September 30, 2009 ~~to 105 people for the three months ended June 30, 2010 and the increase in crew salaries~~. Depreciation expense during the three months ended June 30, 2010 was $156,306 as compared to $0 for the same period last year. The increase was attributable to the acquisition of two additional vessels of 4,300 DWT each in November 2009 and April 2010.

~~Rental~~Results ~~expense~~of Operations for the ~~three~~Nine ~~months~~Months ended ~~June~~September 30, 2010 ~~was~~and ~~$484,192 compared to $518,712 for the same period last year. The decrease of $34,520, or 7%, was attributable to foreign currency exchange differences.~~2009

~~Selling~~Revenues increased by $3,745,627 ~~general~~or ~~and~~65% ~~administrative~~to ~~expenses~~$9,466,849 for the ~~three~~nine months ended ~~June~~September 30, 2010 ~~were $248,771~~ compared to $~~268~~5,~~761~~721,222 for the ~~three~~prior ~~months~~year ~~ended~~period. ~~June~~This 30increase was primarily due to the launching of an owner-operated vessel with capacity of 4,300 DWT in November 2009, aand ~~decrease~~another vessel of ~~$19~~4,~~990~~300 DWT in April 2010, orattributing 7to an increase of 64%. ~~Selling,~~in ~~general~~the ~~and~~total ~~administrative~~capacity ~~expenses~~of ~~mainly~~our ~~included~~fleet ~~office~~from ~~expenses~~13,398 ~~salary~~DWT ofduring ~~administration~~the ~~staff~~nine months ended September 30, ~~audit~~2009 ~~fees~~to ~~and~~21,998 ~~consultancy~~DWT ~~fees~~during the nine months ended September 30, 2010. ~~The~~With ~~decrease~~the ~~was~~increase ~~attributable~~in our fleet dead weight tonnage, we were able to ~~foreign~~increase ~~currency~~the ~~exchange~~number ~~differences~~of our nautical trips from 93 trips during the nine months ended September 30, 2009 to 46 trips during the nine months ended September 30, 2010, or an increase of 102%.

~~Interest~~Voyage ~~expense~~expenses for the ~~three~~nine months ended ~~June~~September 30, 2010 ~~was~~were $~~523~~5,~~087~~024,366 compared to $242,~~153~~360,188 for the ~~three~~nine months ended ~~June~~September 30, 2009, an increase of $2,664,178, or 113%. Voyage expenses mainly include fuel, pilot, towage and port fees. We ~~attribute~~attributed the increase of voyage expenses to the increase in the number of our vessels and the increase in the number of our nautical trips during the nine months ended September 30, 2010 compared to the same period last year. Fuel expense for the nine months ended September 30, 2010 increased by $~~498~~2,~~934~~578,214, or ~~2066~~225%, to $3,726,423 compared to $1,148,209 for the ~~increase~~same inperiod ~~short-term~~last ~~borrowing~~year. Pilot, towage and ~~long-term~~port ~~borrowing~~fees for the ~~financing~~nine ofmonths ~~working~~ended ~~capital~~September ~~needs~~30, ~~and~~2010 ~~acquisition~~increased ~~and~~by ~~building~~$151,034, ofor ~~new~~14%, ~~vessels~~to $1,235,135 compared to $1,084,101 for the same period last year.

~~Income tax expense for the three months ended June 30, 2010 was $8,945 compared to income tax recoverable of $2,897 for the three months ended June 30, 2009.~~22

AsVessel aoperating ~~result~~expenses offor the ~~foregoing~~nine months ended September 30, 2010 were $1,707,000 compared to $777,876 for the ~~Company~~nine ~~made~~months aended ~~loss~~September 30, 2009, an increase of $~~537~~929,~~304~~124, or 119%. Vessel operating expenses mainly include crewing expenses, ship administrative expenses, vessel depreciation expense and vessel insurance. We attributed the increase of vessel operating expenses to the increase in the number of our vessels during the nine months ended September 30, 2010 compared to the same period last year. Crewing expenses for the ~~three~~nine months ended ~~June~~September 30, 2010 ~~while~~increased ~~posted~~by a$389,800, ~~net~~or ~~income~~91%, ofto $~~222~~817,~~402~~209 compared to $427,409 for the ~~three~~same period last year. The crewing expense increase was attributable to the increase in the number of crewmen of 52% from 69 people for the nine months ended ~~June~~September 30, 2009 to 105 people for the nine months ended September 30, 2010 and the increase in crew salaries.

~~Results~~Rental ofexpense ~~Operations~~ for the ~~Six~~nine ~~Months~~months ~~Ended~~ended ~~June~~September 30, 2010 ~~and~~was ~~2009~~$1,220,400 compared to $1,561,830 for the same period last year. The decrease of $341,430, or 22%, was attributable to the Company’s ability to negotiate at lower prices for its four charter-in vessels. The Company currently leases out three of these four vessels at a minimal markup over its charter-in rates.

~~Revenues increased by $2~~Selling,~~399,682~~ orgeneral ~~59%~~and toadministrative ~~$6,469,606~~expenses for the ~~six~~nine months ended ~~June~~September 30, 2010 were $844,505 compared to $4613,~~069,924~~554 for the ~~prior~~nine ~~year~~months ~~period.~~ended ~~This~~September ~~increase was primarily due to the launching of an owner-operated vessel with capacity of 4~~30,~~300~~ ~~DWT in November~~ 2009, ~~and another vessel of 4,300 DWT in April 2010, attributing to~~ an increase of ~~64% in the total capacity of our fleet from 13~~$230,~~390 DWT during the six months ended June 30~~951, ~~2009~~or to38%. 21Selling,~~990~~ ~~DWT~~general ~~during~~and ~~the~~administrative ~~six~~expenses ~~months~~mainly ~~ended~~included ~~June~~office 30expenses, ~~2010.~~salary ~~With the increase in our fleet dead weight tonnage, we were able to increase the number~~ of ~~our~~administration ~~nautical trips from 36 trips during the six months ended June 30~~staff, ~~2009~~audit tofees 65and ~~trips~~consultancy ~~during the six months ended June 30, 2010, or an increase of 81%~~fees.

~~Voyage~~Interest ~~expenses~~expense for the ~~six~~nine months ended ~~June~~September 30, 2010 ~~were~~was $31,~~714~~120,~~809~~396 compared to $193,~~804,574~~231 for the ~~six~~nine months ended ~~June~~September 30, 2009~~, an increase of $1,910,235, or 106%~~. ~~Voyage expenses mainly include fuel, pilot, towage and port fees.~~ We ~~attributed~~attribute the increase of voyage expenses to the increase in the number of our vessels and the increase in the number of our nautical trips during the six months ended June 30, 2010 compared to the same period last year. Fuel expense for the six months ended June 30, 2010 increased by $1,~~740~~027,~~517~~165, or ~~190~~1102%, to ~~$2,657,936 compared to $917,419 for~~ the ~~same~~increase ~~period~~in ~~last~~short-term ~~year.~~borrowing ~~Pilot, towage~~ and ~~port~~long-term ~~fees~~borrowing for the ~~six~~financing ~~months~~of ~~ended~~working ~~June~~capital ~~30,~~needs ~~2010~~and ~~increased~~acquisition byand ~~$189,167,~~building orof ~~23%,~~new ~~to $1,010,132 compared to $820,965 for the same period last year~~vessels.

21Income tax expense for the nine months ended September 30, 2010 was $109,880 compared to income tax credit of $14,992 for the nine months ended September 30, 2009.

~~Vessel~~As ~~operating~~a ~~expenses~~result ~~for~~of the ~~six months ended June 30~~foregoing, ~~2010 were $946,489 compared to $370,810 for~~ the ~~six~~Company ~~months~~incurred ~~ended~~a ~~June~~loss ~~30, 2009, an increase~~ of $~~575~~549,~~679,~~983 or 155%. Vessel operating expenses mainly include crewing expenses, ship administrative expenses, vessel depreciation expense and vessel insurance. We attributed the increase of vessel operating expenses to the increase in the number of our vessels during the six months ended June 30, 2010 compared to the same period last year. Crewing expenses for the ~~six~~nine months ended ~~June~~September 30, 2010 ~~increased~~while byposted ~~$162,480,~~a ornet ~~61%,~~income toof $~~429~~330,~~501~~244 ~~compared to $267,021~~ for the ~~same~~nine ~~period last year. The crewing expense increase was attributable to the increase in the number of crewmen of 52% from 69 people for the six~~ months ended ~~June~~September 30, 2009 ~~to 105 people for the six months ended June 30, 2010 and the increase in crew salaries~~. Depreciation expense during the six months ended June 30, 2010 was $262,434 as compared to $0 for the same period last year. The increase was attributable to the acquisition of two additional vessels of 4,300 DWT each in November 2009 and April 2010.

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

~~Selling,~~As ~~general~~of ~~and~~September ~~administrative~~30, ~~expenses~~2010, ~~for~~cash ~~the~~and ~~six~~cash ~~months~~equivalents ~~ended June 30, 2010~~ were $~~581~~58,~~775~~522 compared to $~~568~~102,~~421~~484 ~~for~~as ~~the six months ended June 30, 2009, an increase~~ of ~~$13,354,~~January ~~or 2%. Selling~~1, ~~general and administrative expenses mainly included office expenses, salary of administration staff, audit fees and consultancy fees~~2010. ~~The decrease was attributable to foreign currency exchange differences.~~

~~Interest~~The ~~expense~~Company generated cash of $3,620,112 in operating activities for the ~~six~~nine months ended ~~June~~September 30, 2010 ~~was~~while ~~$764,981~~used ~~compared~~cash toof $26517,~~595~~821 ~~for~~in ~~the~~operating ~~six~~activities ~~months~~for ~~ended~~the ~~June~~same ~~30,~~period in 2009. WeThe ~~attribute~~major reasons were the ~~increase~~receipt of an advance that was previously made to a supplier of $~~738~~2,~~386~~611,027, oran ~~2776%~~increase in trade accounts payable of $2,128,161 toand ~~the~~an increase in ~~short-term~~accrued ~~borrowing~~liabilities and ~~long-term~~other ~~borrowing~~payables ~~for~~of ~~the~~$1,297,604, ~~financing~~offset ofby ~~working~~an ~~capital~~increase ~~needs~~in trade accounts receivable of $1,546,717 and ~~acquisition~~an increase in prepayment and ~~building~~other ofcurrent ~~new~~assets ~~vessels~~of $1,073,250.

~~Income~~The ~~tax~~Company ~~expense~~used cash of $7,468,767 in investing activities for the ~~six~~nine months ended ~~June~~September 30, 2010 ~~was~~while used cash of $214,~~554~~269,921 ~~compared~~for tothe ~~income~~same ~~tax~~period ~~recoverable~~in of2009 ~~$1,666~~which ~~for~~were ~~the~~primarily ~~six~~payments ~~months~~to ~~ended~~shipyards ~~June~~on ~~30,~~vessel ~~2009~~building and for vessel purchase.

AsDuring athe ~~result~~nine ofmonths ~~the~~ended ~~foregoing~~September 30, 2010, the Company ~~made~~generated anet ~~loss~~cash of $~~536~~3,~~433~~807,441 ~~for~~from ~~the~~financing ~~six~~activities. ~~months~~The ~~ended~~cash ~~June~~inflows 30were attributable to proceeds from bank borrowings of $6,699,142, ~~2010~~of ~~while~~which ~~posted~~$3,266,112 awas ~~net~~long ~~income~~term, and proceed from promissory note of $~~257~~1,~~700~~454,662 ~~for~~to primarily finance vessel acquisition. Repayments of short term borrowings were $4,275,215 and repayments of long term borrowings were $83,953. During the ~~six~~nine months ended ~~June~~September 30, 2009, the Company generated net cash of $5,651,680, of which proceeds from short term bank borrowings were $4,189,008 and advance from a stockholder was $1,551,982.

~~Liquidity~~The Company has committed and ~~Capital~~contracted ~~Resources~~for the construction of six vessels in Vietnam with a combined carrying capacity of 45,600 deadweight tons in the aggregate value of approximately $60.7 million (equivalent to VND1,170 billion), which are expected to be delivered between 2010 and 2011. As of September 30, 2010, the Company has $58,522 available cash and cash equivalents and suffers from negative working capital of $12,532,154, whereas the Company may not have sufficient working capital to meet with these capital commitments. The Company plans to finance the construction of these six newly-built vessels through additional capital injection from its shareholders or external financing from banks or a mix 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 June 30, 2010, cash and cash equivalents were $736,680 compared to $102,484 as of January 1, 2010.~~23

~~The~~We ~~Company~~estimate ~~generated~~that ~~cash~~our ofoperational expenses over the next twelve months will be approximately $39,~~291~~377,~~469~~498, inconsisting ~~operating~~of ~~activities~~voyage ~~for~~expenses ~~the~~of ~~six~~$5,191,233, ~~months~~vessel ~~ended~~operating ~~June~~expenses 30of $3,049,526 ~~2010~~and ~~while~~selling, ~~used~~general ~~cash~~and administrative expenses of $1,~~739~~136,~~946~~740. inWe ~~operating~~estimate ~~activities~~that ~~for~~our ~~the~~long ~~same~~term ~~period~~operational inexpenses ~~2009.~~will ~~The~~be ~~major~~approximately ~~reasons~~$781,458 ~~were~~a ~~the~~month, ~~receipt~~consisting of anvoyage ~~advance~~expenses ~~that~~of ~~was~~$432,603, ~~previously~~vessel ~~made~~operating toexpenses ~~a supplier~~ of $ 2254,~~629,354,~~127 anand ~~increase~~selling, ingeneral ~~trade~~and ~~accounts~~administrative ~~payable~~expenses of $194,~~501,823~~728. The Company expects to meet such expenses through a mix of the additional capital from its shareholders and anexternal ~~increase~~financing infrom ~~accrued~~the ~~liabilities~~banks and ~~other~~its ~~payables~~internally ofgenerated $1cash flows. Over the next twelve months,~~479,957,~~ ~~offset~~we byestimate anthat ~~increase~~the inCompany ~~trade~~would ~~accounts~~generate ~~receivable~~cash of $12,~~247~~552,~~142~~880 ~~and~~from anoperating ~~increase~~activities inand ~~prepayment~~$24,009,211 ~~and~~from ~~other~~financing ~~current~~activities ~~assets~~while ofusing $~~522~~23,~~492~~477,335 in investing activities.

~~The~~As ~~Company~~of ~~used~~September ~~cash~~30, 2010, total current assets were $1,791,612 compared to total current liabilities of $714,~~521~~323,~~191~~766, intranslating ~~investing~~to ~~activities~~a ~~for~~current ~~the~~ratio ~~six~~of ~~months~~0.13 ~~ended~~times. ~~June~~As of September 30, 2010, ~~while~~short-term ~~used~~bank ~~cash~~borrowings were $6,362,029 and the current portion of long term bank borrowings was $2,785,238. As of September 30, 2010, overdue loans amounted to $3,~~629~~713,~~418~~158. ~~for~~The Company is in the ~~same~~process ~~period~~of innegotiating ~~2009~~with ~~which~~the ~~were~~banks ~~primarily~~and ~~payments~~is dependent on its ability in reaching agreements with banks to ~~shipyards~~either onrefinance ~~vessel~~or ~~building~~reschedule ~~and~~when ~~for~~these ~~vessel~~short-term ~~purchase~~borrowings are due. However, there can be no assurance that the Company will be able to reach such agreements.

~~During~~These ~~the~~factors ~~six~~raise ~~months~~substantial ~~ended~~doubt ~~June~~about ~~30, 2010,~~ the Company’s ~~generated~~ability ~~net~~to ~~cash~~continue ofas ~~$4,661,969~~a ~~from~~going ~~financing activities~~concern. ~~The~~These ~~cash~~condensed ~~inflows~~financial ~~were~~statements ~~attributable~~do tonot ~~proceeds~~include ~~from~~any ~~bank~~adjustments ~~borrowings~~to ofreflect ~~$4,119,638,~~the ofpossible ~~which~~future ~~$3,289,037~~effects ~~was~~on ~~long~~the ~~term,~~recoverability and ~~proceed~~classification ~~from promissory note~~ of ~~$1,464,872~~assets ~~to finance vessel acquisition. Repayments of short term borrowings were $850,401~~ and ~~repayments~~liabilities ofthat ~~long~~may ~~term~~result ~~borrowings~~in ~~were $84,542. During~~ the ~~six months ended June 30, 2009, the~~ Company ~~generated~~not ~~net~~being ~~cash~~able ofto ~~$5,387,443,~~continue ofas ~~which proceeds from short term bank borrowings were $3,920,678 and advance from~~ a ~~stockholder~~going ~~was $1,556,324~~concern.

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

22The preparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.

WeAn ~~estimate~~accounting ~~that~~policy ~~our~~is ~~operational~~considered ~~expenses~~to ~~over the next twelve months will~~ be ~~approximately~~critical ~~$10,406,411,~~if ~~consisting~~it ofrequires ~~voyage~~an ~~expenses~~accounting ~~of $5,800,841, vessel operating expenses of $3,468,831 and selling, general and administrative expenses of $1,136,740. We~~ estimate ~~that~~to ~~our long term operational expenses will~~ be ~~approximately~~made ~~$1,157,035~~based aon ~~month,~~assumptions ~~consisting~~about ofmatters ~~voyage~~that ~~expenses~~are ofhighly ~~$684,289,~~uncertain ~~vessel~~at ~~operating~~the ~~expenses~~time ofthe ~~$378,017~~estimate ~~and~~is ~~selling~~made, ~~general~~ and ~~administrative~~if ~~expenses~~different ofestimates ~~$94,728.~~that ~~The~~reasonably ~~Company~~could ~~expects~~have tobeen ~~meet~~used, ~~such~~or ~~expenses~~changes ~~through~~in ~~a mix of~~ the ~~additional~~accounting ~~capital~~estimates ~~from~~that ~~its~~are ~~shareholders~~reasonably ~~and~~likely ~~external~~to ~~financing~~occur ~~from the banks and its internally generated cash flows. Over the next twelve months~~periodically, wecould ~~estimate~~materially ~~that~~impact the ~~Company~~financial ~~would generate cash of $3,830,425 from operating activities and $24,009,211 from financing activities while using $23,464,593 in investing activities~~statements.

AsFinancial ofReporting ~~June~~Release ~~30,~~No. 60 ~~2010,~~requires ~~total~~all ~~current~~companies ~~assets were $2,143,809 compared~~ to ~~total~~include ~~current liabilities of $13,150,889, translated to~~ a ~~current~~discussion ~~ratio~~ of ~~0.16~~critical ~~times.~~accounting Aspolicies ofor ~~June~~methods ~~30,~~used ~~2010,~~in ~~short-term bank borrowings were $7,348,934 and~~ the ~~current~~preparation ~~portion~~ of ~~long~~financial ~~term bank borrowings was $922,758~~statements. There Asare ofno ~~June~~critical ~~30,~~policies ~~2010,~~or ~~overdue~~decisions ~~loans~~that ~~amounted~~rely toon ~~$6,682,848.~~judgments Wethat ~~subsequently~~are ~~repaid~~based ~~$3,623,751~~on ~~and~~assumptions ~~the~~about ~~overdue~~matters ~~amount~~that ~~reduced~~are tohighly ~~$3,059,097~~uncertain asat of the ~~date~~time of the ~~report.~~estimate ~~The Company~~ is inmade. Note ~~the~~4 ~~process~~to ~~of negotiating with~~ the ~~bank~~consolidated ~~and~~financial ~~depends~~statements onas ~~its~~of ~~ability~~September ~~for~~30, ~~reaching~~2010 ~~agreements~~includes ~~with~~a ~~banks~~summary toof ~~refinance~~the orsignificant toaccounting ~~reschedule~~policies ~~when~~and ~~these~~methods ~~short-term~~used ~~borrowings~~in ~~are due. However, there can be no assurance that~~ the ~~Company~~preparation ~~will~~of beour ~~able~~financial ~~to reach such agreements~~statements.

~~These~~Off-Balance ~~factors~~Sheet 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.Arrangements

~~Off~~Since our inception, except for standard operating leases and the Vietnamese variable interest entity, Trai Thien, we have not engaged in any off-~~Balance~~balance ~~Sheet~~sheet ~~Arrangements~~arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K, including the use of structured finance, special purpose entities or other variable interest entities.

~~Since~~Capital 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.commitments

~~The~~As ~~Company~~of isSeptember ~~committed~~30, ~~and~~2010, ~~contracted~~the ~~with~~Company ~~two~~is ~~unaffiliated~~required ~~shipyards,~~to ~~Dai~~make ~~Duong~~aggregate ~~Joint~~future ~~Stock~~minimum ~~Ocean~~payments ~~Transportation~~of ~~Company~~$23,221,385 and ~~Hai Ha Road and Water Transport Company Limited~~$19, ~~respectively~~102,440 ~~for~~to the ~~construction~~shipyards ~~of six vessels~~ in ~~Vietnam.~~the ~~The~~years ~~total~~ending ~~estimated~~September ~~construction~~30, ~~cost~~2011 ~~for six vessels was approximately $60.7 million. These vessels are expected to be delivered between 2010~~ and ~~2011.~~2012, respectively.

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

~~Operating~~As of the date of the report, the Company is committed to four vessel charter agreements to operate four oceangoing vessels for a term of four to six months all due December 31, 2010, with fixed monthly rental rates and generally did not contain significant renewal options. For the nine months ended September 30, 2010 and 2009, the Company incurred and paid vessel rental of $1,220,400 and $1,561,830, respectively. The Company has the future minimum rental payments of $291,121 under the operating lease ~~commitments~~agreements within the next 12 months.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

~~Not~~Pursuant ~~applicable~~to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

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.

23Changes in Internal Control Over Financial Reporting. During the most recent quarter ended September 30, 2010, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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

Item 4t Controls and Procedures

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

PART II — - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 11A.A. Risk Factors

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

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

On ~~July~~April 2516, 2010, the Company issued 43,~~000~~500,000 shares (post forward stock split) of its common stock to its attorney for legal services rendered, at a ~~consultant~~fair asmarket ~~consideration~~price ~~for~~of ~~services~~$0.002 ~~provided~~per share or a total value of $7,143..

On July 25, 2010, the Company issued 28,000,000 shares (post forward stock split) of its common stock to a consultant for marketing services in the shipping and airline transportation sectors for a period of three years at a fair market price of $0.0063 per share, or a total value of $177,200.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Reserved

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.		Description
Exhibit
31.1		Certification of the Company's Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.
No.	Description
31.2		Certification of the Company's Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.
31.1	Certification of the Company's Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of2002, with respect to the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.
32.1		Certification of the Company's Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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 September 30, 2010.
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.
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.

2426

SIGNATURES

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

	TRAI THIEN USA INC.
Dated: August 27, 2010	By:	/s/ Haley Manchester
		Haley Manchester
		Chief Executive Officer
Date: August 27, 2010		/s/ Tran Viet Thang
		Tran Viet Thang
		Chief Financial Officer

TRAI THIEN USA INC.

25Dated: December 22, 2010

By:

/s/ Haley Manchester

Haley Manchester

Chief Executive Officer

Date: December 22, 2010

/s/ Nguyen Van Thong

Nguyen Van Thong

Chief Financial Officer

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