Yosen Group Inc (OTC:YOSN)

YIWU, China, March 6, 2017 /PRNewswire/ -- Yosen Group, Inc. (stock symbol: YOSN) ("Yosen", or "the Company") today announced to have added a new business model: "whole store franchising". The first franchised store managed by Yosen, Haigohuge, located at Shushan District of Hefei city, Anhui Province in Eastern China, has opened for business. With the "whole store franchising" model, Yosen provides not only the global quality products of over 10,000 kinds offline and over 5,000 kinds online through its Lamapai cross-border B2C+O2O global shopping platform, but also Yosen's operational management to the franchised store, including products overseas purchasing, distribution logistics, store design, and brand marketing.

Haigohuge is the first cooperative partner to build a whole franchised store under Yosen's model. Yosen led series of store opening preparations, from location selection, layout design, store renovation to products sourcing and training. With this Yosen successfully secured RMB 1.3 million worth of orders to supply products initially and anticipates orders exceeding RMB 10 million from Haigohuge over the next one year or so.

The Chairman of Haigohuge Mr. Xiao Chen commented: "the cooperation with Yosen made it  easier for us to build our O2O business model with an experience center plus an online shopping platform, which allows us to provide the boarderless shopping experience for our customers.  Yosen's abundant merchandising resources and professional marketing operation enabled the successful opening of Haigohuge. The cooperation with Yosen is very promising."

"The success of Haigohuge has validated that Yosen's extensive operational management capability has stepped up to a new level. We not only helped Haigohuge successfully launch their new online offiline retail business model, but also brought in future trend of retail stores such as kitchen experiencing area, seafood tasting section, and bar. It is a true demonstration of our whole store franchising practice," said Yosen's CEO Mr. Zhenggang Wang.

YIWU, China, Dec. 6, 2016 /PRNewswire / -- Yosen Group, Inc. (stock symbol: YOSN) ("Yosen", or "the Company") announced that the Company has recently signed a distribution agreement (the "Agreement") with Yonca Gida ("Yonca"), an established Turkey based edible oil and canned food products manufacturing company. Yonca has its own manufacturing facility to process annually 2,500,000 tons of edible oil with 10 assembly lines and the capacity for shipping 1000 containers per month. Yonca owns and operates its independent famous brands in sunflower seed oil, canola oil, olive oil, and canned food products, and sells to more than sixty countries in Middle East, Africa, Asia, Europe, Australia and Central America.  According to the Agreement, Yosen will distribute Yonca's sunflower seed oil in a number of cities in China's Zhejiang province, specifically Jinhua, Lishui, and Quzhou. The Company anticipates an annual 5 million RMB revenue contribution from distribution in these cities alone.

Yiwu Jiannuo Import and Export Company ("Jiannuo"), the Master Distributor for the "Yonca" brand in China, stated that it is happy to work with Yosen. "Yosen brings a great potential for us", commented Mr. Jionghua Chen, Jiannuo's General Manager, "With their strong retail and distribution capabilities, I believe our cooperation will make our customer very satisfied".

Likewise, Yosen shares a similar appreciation for this relationship. Yosen's CEO Mr. Zhenggang Wang commented that "Yonca sunflower seed oil enjoys a very favorable consumer reputation in China because of its quality. Yosen, as a competitive cross-border O2O player, is honored to distribute the Yonca brand in Zhejiang Province where we have a strong footprint. Yosen has always been a big promoter for quality and healthy lifestyles and is committed to connecting high standard international brands with China's ever increasing consumers. "

YIWU, China, Nov. 23, 2016 /PRNewswire/ -- Following the grand opening of the first Yosen Lamapai cross-border O2O ("Online to Offline") experience store in Hangzhou, Yosen Lamapai E-Commerce Co., Ltd. ("Yosen Lamapai"), the subsidiary of Yosen Group, Inc. (stock symbol: YOSN) ("Yosen", or "the Company"), opened the second cross-border experience flagship store at No.1 Silk Road in Yiwu, Zhejiang province ("Yiwu Central Store").  Yosen Lamapai was established last year by Yosen to build a China based leading B2C+O2O global shopping platform following the company's strategy of "providing one-stop services to the cross-border trade while allowing consumers the joy of shopping globally without stepping outside of the border". The aforementioned two flagship stores are the key implementations of Yosen Lamapai to facilitate end consumers' O2O cross-border shopping, and provide direct sales channels for international branded products.

Yiwu Central Store is located at the District 5 of Yiwu International Trade City, occupying 3,800 square meters (approximately 41,000 square feet). It sells seven categories including fresh produce, maternity and baby products, food, health care and nutriceutical products, cosmetics, household, and general merchandise of more than 10,000 SKU of global quality products.

The grand opening of Yiwu Central Store drew high attention of mainstream media.  Just to quote a few, the People's Daily Overseas Edition reported, "Yiwu's first cross-border O2O direct purchase experience store 'Yosen Lamapai' opened for business recently. Overseas product lovers can now check the products in the store and place order, or simply buy online by scanning the QR code, and then just wait for the products to be delivered at home." Toutiao.com commented, "The first cross-border O2O experience store in Yiwu at No.1 Silk Road started the never ending exhibition for imported products". In addition, Zhejiang City Express, Jinhua Daily, Yiwu News, Yiwu Television as well as a few other mainstream media also reported the grand opening.

Yosen's CEO Mr. Zhenggang Wang commented, "The successful opening of Yiwu Central Store is a further transition for Yosen Lamapai. We will reveal a series of strategic planning later. I believe Yosen Lamapai will grow to be the most competitive platform in China for consumers' cross-border direct purchasing."

Yosen Lamapai's Operation Director Mr. Liang Mei also expressed his full confidence on the company's future, "Yosen Lamapai has an experienced operating team. The team's new way of Internet driven thinking will help Yosen Lamapai open 100 stores within the next 3 years.

YIWU, China, May 17, 2016 /PRNewswire/ -- Yosen Lamapai Hangzhou Flagship Store, also known as "Yosen Lamapai cross-border O2O ("Online to Offline") Experience Store" as announced late last year, just had its grand opening in Hangzhou Binjiang. Zhejiang Yosen Lamapai E-Commerce Co., Ltd. ("Yosen Lamapai") was established last year by Yosen Group, Inc. (stock symbol: YOSN) ("Yosen", or "the Company") to build a leading B2C+O2O global shopping platform following the company's strategy of "providing one-stop services to the cross border trade while allowing consumers the joy of shopping globally without stepping outside of the border".

Yosen Lamapai's first imported goods O2O experience store is located at B2 of Star City, Star Avenue Phase II, occupying 1,845 square meters (approximately 20,000 square feet). It consists of two areas: one as the imported products supermarket (8000 SKU of global quality products from over 50 countries, covering 90% of the business area) and the other for dining and services. The store carries frozen and live seafood, fruits and vegetables, nutraceuticals, alcohol, beverages, snack food, maternity and baby products, consumer electronics and appliances, women supplies, cosmetics, clothing and accessories.

This flagship experience store is taking a leading position in the domestic market. It not only provides a comfortable shopping environment for imported goods at reasonable prices, but also brings in a food court to enhance the "Integration of Consumption" experience. Because of the strong supply chain relationships that Yosen enjoys with its partners, the prices here are generally lower than those in other stores. The store is expected to bring RMB 150,000 (approximately USD 25,000) in daily sales with a 30% gross margin, and RMB 55 million (approximately USD 9 million) in annual sales.

Mr. Yueyong Liu, Director of Union Developing Group, commented, "We are very happy to have Yosen Lamapai here in Star Avenue. Yosen Lamapai represents an advanced business philosophy and has a strong operating team, which are a perfect fit to the modern shopping mall concept and requirements. Its offline experience feature fills the blank for Star Avenue, and supplements exactly our business development needs. I believe this experience store will bring more joy and convenience to our customers."

Mr. Zhenggang Wang, CEO of Yosen Group, commented, "Yosen Lamapai is committed to introducing modern living concepts to Chinese consumers and building a direct sale platform for international brands. Hangzhou Binjiang has evolved into Hangzhou's first high-tech industry innovation base. It has 5,000 enterprises such as Alibaba and NetEase. We believe Yosen Lamapai's first O2O experience store and its 'shopping globally without stepping outside of the boarder' model will become the new trend for Binjiang people."

YOSEN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

YEARS ENDED DECEMBER 31,

Management Discussion and Analysis

Net sales from continuing operations for 2015 totaled $7,300,122, a year-over-year decrease of $3,602,741 or 33.0% compared to $10,902,862 for 2014. The decrease was primarily due to Zhejiang closed 16 stores in stores in 2015.

Net loss from continuing operations for 2015 was $694,992 or (9.4)% of net sales compared to $784,555 or (7.5)% for 2014. Lower general and administrative expenses contributed to the decrease in loss from operations, offset by the decrease in other income.

Net loss attributable to Yosen Group was $1,116,721 in 2015 compared to $1,095,976 in 2014, an increase of $62,970. The increase in net loss including noncontrolling Interest was primarily due to additional operating expenses incurred by Zhejiang Lamapai.

YOSEN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014 (UNAUDITED)

Management Discussion and Analysis

Net sales for the three months ended September 30, 2015 decreased by 37.7%, to $1,516,851 compared to $2,435,533 for the three months ended September 30, 2014. Net sales for the nine months ended September 30, 2015 decreased by 38.4%, to $5,877,348 compared to $9,751,693 for the nine months ended September 30, 2014. The decrease was primarily attributable to the decrease in sales of mobile phones.

Net Loss from Continuing Operations

Net loss from continuing operations was $59,733 or (3.9)% of net sales for the three months ended September 30, 2015 compared to $332,573 or (13.7)% of net sales for the three months ended September 30, 2014. Net loss from continuing operations was $387,751 or (6.6)% of net sales for the nine months ended September 30, 2015 compared to net loss of $153,972 or (1.6)% of net sales for the nine months ended September 30, 2014. Lower operating expense was the key factors for the decrease in in net loss from continuing operations during the three and nine months ended September 30, 2015 compared to 2014.

 
Net Loss from Discontinued Operations

Net loss from discontinued operations for the three months ended September 30, 2015 was $30,734 compared to $103,882 for 2014, a decrease of $73,148. Net loss from discontinued operations for the nine months ended September 30, 2015 was $184,241 compared to $250,857 for 2014, a decrease of $66,616. Net Loss from discontinued operations decreased primarily due to decreased interest expenses incurred by Yiwu.

Net Loss

Net loss was $90,467 for the three months ended September 30, 2015 compared to $436,455 for the three months ended September 30, 2014. Net loss for the three months ended September 30, 2015 increased due to the decreased loss from discontinued operations. Net loss was $571,992 for the nine months ended September 30, 2015 compared to $404,829 for the nine months ended September 30, 2014. The increase in net loss was primarily due to the international trade business had net loss in 2015 compared to net income in the same period 2014.

YIWU, China, Nov. 16, 2015 /PRNewswire/ -- Yosen Group, Inc. (stock symbol: YOSN) ("Yosen", or "the Company") recently signed a lease contract with Union Developing Group of China.  Yosen's newly established subsidiary, Zhejiang Yosen Lamapai E-Commerce Co., Ltd. ("Yosen Lamapai") , will soon launch its very first experience store for imported products named "Yosen Lamapai Cross-border O2O ("Online to Offline") Experience Store".  Yosen Lamapai was established earlier this year to build a China based leading B2C+O2O global shopping platform following the company's strategy of "providing one-stop services to the cross border trade while allowing consumers the joy of shopping globally without stepping outside of the border".

Yosen Lamapai's very first experience store will land in Star Avenue's phase II Star City in Hangzhou Binjiang.  The Star Avenue complex is located in the CBD ("Central Business District") area of Hangzhou Binjiang, with a total construction area of 370,000 square meters (close to 4 million square feet).  It is an urban complex project that includes shopping, food, entertainment, leisure, residence, business, tourism and sports.  This first Yosen Lamapai Store will be located at B2 of Star City, occupying a business area of 1,845 square meters (near 20,000 square feet).  It is scheduled to open before the 2016 Spring Festival, which is the biggest holiday in the Chinese culture, and has now entered into the design and decoration phase.  It will sell seven categories including fresh produce, maternity and baby products, food, health care and nutriceutical products, cosmetics, household, and general merchandise of more than 5000 SKU of global quality products.  This first experience store is expected to generate annual sales of more than CNY 50 million, and in the meantime it is expected to develop more than 50,000 online memberships for the Company.

"Yosen Lamapai, one of the strategic core components in Yosen's cross-border e-commerce business, will strive to facilitate end consumers' O2O cross-border purchasing.  It is the first but yet solid and important step for us to build a China based leading B2C+O2O global platform providing direct sales channels for international branded products.  Hangzhou is the pilot city in China for cross-border e-commerce business.  As such, it is remarkable that Yosen Lamapai has chosen Star City as the location for its first experience store," commented Yosen's CEO Mr. Zhenggang Wang.

Mr. Yuan Wang, a representative for Union Developing Group , commented, "We are very happy to have Yosen Lamapai joining us here in Star Avenue.  Yosen Lamapai has an outstanding team, a solid operational plan, and their cross-border ecommerce model perfectly fills the current Star Avenue infrastructure.  I believe it will bring a lot of convenience to our consumers."

YIWU, China, Oct. 26, 2015 /PRNewswire/ -- Yosen Group, Inc. (stock symbol: YOSN) ("Yosen", or "the Company") today announced that the Company recently formed a new subsidiary named Zhejiang Yosen Lamapai E-Commerce Co., Ltd. ("Yosen Lamapai").  Established in Zhejiang Province with the registered capital of RMB 10 million, Yosen Lamapai is 55% controlled by Yosen, with the rest being held by well-known businessmen in Zhejiang province and Yiwu City.  Lamapai is the pronunciation for the Chinese words meaning "the Hot Mommies."

Since Year 2014 Yosen has defined a clear O2O ("Online to Offline") strategy as "providing one-stop services to the cross border trading platforms while allowing consumers the joy of shopping globally without stepping outside."  After more than one year's efforts in market research, supply chain integration, system development and team building, the Company has gradually and steadily moved in the right direction with all of its core sectors including B2C, B2B2C and B2B. 

Yosen Lamapai will be committed to building a China based leading B2C+O2O global platform providing a direct sale opportunity for international brands to connect with the Chinese consumers, instilling international modern living concepts and fulfilling Chinese consumers' ever-increasing power of consumption.  Bonded by an electronic membership card, shoppers can switch seamlessly between the online facility "Yosen Lamapai Global Buy Online Shopping Mall" (via both an App and the web) and offline retail locations "Yosen Lamapai Cross-border Experience Store." 

Yosen Lamapai will take advantage of China's preferential tax treatment as well as other favorable policies for cross-border ecommerce businesses.  Its e-commerce platform will conveniently bring international goods to Chinese consumers as personally-purchased products, with no constraints from any dealerships, or importing licenses, or trade quota among others. Yosen Lamapai plans to open two large-scale cross-border O2O experience stores in Hangzhou and Yiwu, first, with more than 20 such experience stores to follow within one year. It expects to have 1.2 million active members and reach annual sales of more than RMB500 million (or approximately USD80 million) by then.

"This is a big step for Yosen to further our cross border O2O strength," commented Yosen's CEO Mr.Zhenggang Wang, "Because of our forward-looking business model, Yosen Lamapai has already received many inquiries from institutions and individuals to join during our preparation phase. Furthermore, thanks to our unique locations in Hangzhou and Yiwu which are among one of the very few national pilot areas to enjoy certain cross-border e-commerce privileges, we will be able to take one step further to enhance our competitive advantages. We are confident that with the support of many successful entrepreneurs from Yiwu and other thriving cities in Zhejiang Province, Yosen Lamapai will be the flagship company of Yosen's B2C and O2O business."

YOSEN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

SIX MONTHS ENDED JUNE 30, 2015 and 2014 (UNAUDITED)

The accompanying notes are an integral part of these consolidated financial statements.

YOSEN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

THREE MONTHS ENDED JUNE 30, 2015 and 2014 (UNAUDITED)

Management Discussion and Analysis

Net Sales

Net sales for the three months ended June 30, 2015 decreased by 40.4%, to $1,819,601compared to $3,053,135 for the three months ended June 30, 2014. Net sales for the six months ended June 30, 2015 decreased by 40.4%, to $4,360,497 compared to $7,316,160 for the six months ended June 30, 2014. The decrease was primarily attributable to the closing of mobile phone retail stores and revenue decrease in international trade business.

Net Income (Loss) from Continuing Operations

Net loss from continuing operations was $(204,724) or (7.7)% of net sales for the three months ended June 30, 2015 compared to net income of $64,826 or 2.9% of net sales for the three months ended June 30, 2014. Net loss from continuing operations was $(328,018) or (7.5)% of net sales for the six months ended June 30, 2015 compared to net loss of $178,601 or 2.4% of net sales for the six months ended June 30, 2014. Lower gross profit and higher operating expenses was the key factors for the increase in net loss from continuing operations during the three and six months ended June 30, 2015 compared to 2014.

Net Loss from Discontinued Operations

Net loss from discontinued operations for the three months ended June 30, 2015 was $(82,744) compared to $(57,358) for 2014, a decrease of $25,386. Net loss from discontinued operations for the six months ended June 30, 2015 was $(153,507) compared to $(146,975) for 2014, a decrease of $6,532. Net Loss from discontinued operations remained flat.

Net Income (Loss)

Net loss was $(222,642) for the three months ended June 30, 2015 compared to net income of $7,468 for the three months ended June 30, 2014. Net loss was $(481,525) for the six months ended June 30, 2015 compared to net income of $31,626 for the six months ended June 30, 2014. The increase in net loss was due to decrease in gross profit and increase in operating expenses

ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT

On May 26, 2015, Yosen Group, Inc. (the “Company”) entered into Subscription Agreements (“Subscription Agreements”) to issue and sell in a private placement (the “Private Placement”) to accredited investors an aggregate of 15,000,000 units of the Company (“Units”), at a purchase price of $0.25 per Unit, for aggregate proceeds of approximately $3.75 million. Each Unit consists of one share of Common Stock and a three-year warrant to acquire one share of Common Stock at $0.25. The Units were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”) due to the fact that the offering of these shares were not made in the United States and that none of the accredited investors is a U.S. Person (as defined in the Act).

The Subscription Agreements provide that the proceeds of the Private Placement will be placed in escrow pending the closing of the Private Placement, which is expected to occur in the third quarter of 2015 (the “Closing”). The Company intends to use the proceeds of the Private Placement as working capital.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

The information provided in response to Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The offer and sale of the Units, the Common Shares and the Warrants in the Private Placement were made in reliance on the exemption from registration afforded under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.

YOSEN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

THREE MONTHS ENDED MARCH 31, 2015 and 2014 (UNAUDITED)

Management Discussion and Analysis

In 2011, Sanhe closed all its 210 stores in stores and Letong closed its direct retail and franchise operation. In 2012, Yiwu closed all its stores in stores. In 2014, Wang Da closed all its store in stores. As such, Sanhe, Letong, Yiwu and Wang Da were reported as discontinued operations in the financial statements of 2014.

For the three months ended March 31, 2015, mobile phones segment generated revenue of $2,,414,435, a decrease of $1,240,614 or 33.9% compared to $3,655,049 for the three months ended March 31, 2014. The decrease in revenue was primarily due to Zhejiang closed 7 stores in the first quarter 2015.

Operating loss was $88,811 for the three months ended March 31, 2015, an decrease of $140,257 or 272.6% compared to operating income $51,446 for the three months ended March 31, 2014. Operating loss decreased primarily due to the decrease in gross profit.

YOSEN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

YEARS ENDED DECEMBER 31,

Management Discussion and Analysis

Net Sales

Net sales from continuing operations for 2014 totaled $12,741,051, a year-over-year increase of $1,326,925 or 11.6% compared to $11,414,126 for 2013. The increase was primarily due to new revenue stream from international trade business.

Net Loss from Continuing Operations

Net loss from continuing operations for 2014 was $823,721 or (6.5)% of net sales compared to $3,270,098 or (28.6)% for 2013. Lower general and administrative expenses contributed to the decrease in loss from operations.

Net Loss from Discontinued Operations

Net loss from discontinued operations for 2014 was $272,255 compared to $356,590 for 2013, a decrease of $84,335. The decrease in net loss from discontinued operations was due to Jinhua having losses in 2013 but legally dissolved in 2014.

Net Loss

Net loss for 2014 was $1,095,976 compared to $3,626,688 for 2013, a decrease of $2,530,712. The decrease in net loss was primarily due to decreased G&A expenses.

ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

On January 28, 2015, Yosen Group, Inc (the "Company" ) engaged MJF & Associates APC ("MJF") as its independent registered public accounting firm and terminated Goldman Kurland Mohidin LLP ("GKM") from that role. The decision to change accountants was approved by the Board of Directors of the Company as of January 27, 2015.

The audit reports of GKM on the financial statements of the Company as of and for the years ended December 31, 2013 and 2012 did not contain an adverse opinion or a disclaimer of opinion, audit scope, or accounting principles. The auditors' report was however modified as to uncertainty relating to going concern.

During the Company's two most recent fiscal years ended December 31, 2013 and 2012 and any subsequent interim period preceding January 28, 2015, the Company did not consult with MJF on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and MJF did not provide either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

During the Company's two most recent fiscal years ended December 31, 2013 and 2012 and any subsequent interim period preceding January 28, 2015, there were: (i) no disagreements between the Company and GKM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of GKM, would have caused GKM to make reference to the subject matter of the disagreements in their reports on the Company's financial statements for such period, and (ii) no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

The Company has provided GKM a copy of the disclosures in this Form 8-K and has requested that GKM furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not GKM agrees with the Company's statements in this Item 4.01(a). A copy of the letter dated February 3, 2015 furnished by GKM in response to that request is filed as Exhibit 16.1 to this Form 8-K.

Item 3.02. Unregistered Sales of Equity Securities.

On December 24, 2014, Yosen Group, Inc. (the “Company”) consummated the sale of 1,600,000 shares of common stock to certain investor pursuant to a Subscription Agreement dated December 24, 2014 (the “Subscription Agreement”).

The sale of the 1,600,000 shares is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”) pursuant to Regulation S under the Act due to the fact that the offering of these shares was not made in the United States and that the investor is not a U.S. Person (as defined in the Act). The description of the Subscription Agreement is qualified in its entirety by reference to Exhibits 10.1 to this Current Report on Form 8-K dated December 29, 2014 and filed with the Securities and Exchange Commission on December 29, 2014.

YOSEN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

THREE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)

Management Discussion and Analysis

Net Sales

Net sales for the three months ended September 30, 2014 increased by 10.8%, to $2,435,533 compared to $2,197,149 for the three months ended September 30, 2013. Net sales for the nine months ended September 30, 2014 increased by 19.0%, to $9,751,693 compared to $8,195,022 for the nine months ended September 30, 2013. The increase was primarily attributable to the new revenue generated from the international trade business.

Net Loss

Net loss was $436,455 for the three months ended September 30, 2014 compared to $381,559 for the three months ended September 30, 2013.Net loss for the three months ended September 30, 2014 increased due to the increased loss from discontinued operations. Net loss was $404,829 for the nine months ended September 30, 2014 compared to $1,435,255 for the nine months ended September 30, 2013. The decrease in net loss was primarily due to higher gross profit and decreased G&A expenses.

YOSEN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

SIX MONTHS ENDED JUNE 30, 2014 and 2013 (UNAUDITED)

Management Discussion and Analysis

Net Sales

Net sales for the three months ended June 30, 2014 increased by 7.7%, to $3,053,135 compared to $2,834,839 for the three months ended June 30, 2013. Net sales for the six months ended June 30, 2014 increased by 22.0%, to $7,316,160 compared to $5,997,873 for the six months ended June 30, 2013. The increase was primarily attributable to the new revenue generated from the international trade business.

Net Income (Loss) 

Net income was $7,468 for the three months ended June 30, 2014 compared to net loss $414,219 for the three months ended June 30, 2013. Net income was $31,626 for the six months ended June 30, 2014 compared to net loss of $1,053,696 for the six months ended June 30, 2013. The decrease in net loss was due to decrease in operating expenses as well as additional income attributable to Yosen Trading in 2014.

YIWU, China, June 17, 2014 /PRNewswire/ -- Yosen Group, Inc. (stock symbol: YOSN) ("Yosen", or "the Company") today announced that Yosen has signed a cooperation agreement (the "Agreement") with Global 3D Media Company Limited ("Global 3D Media") to provide exclusive sales channels for Global 3D Media's no-glasses 3D products entering China's hotel market.

Global 3D Media is headquartered in New York City with a R&D center in Atlanta. The company has developed proprietary Mini Super 7-inch Pad and 46-inch Multi-Media Advertisement Machine, and owns world leading no-glasses 3D patents as well as voluminous 3D content. Since its product launch in 2014, it has received orders for more than 200,000 units.

According to the Agreement, Yosen will be Global 3D Media's exclusive channel operator in China's hotel market. Global 3D Media will invest in products free trial in the lobby, elevators and guest rooms of 5-star and 4-star hotels. Yosen will be responsible for such channel development and continuing operation. For sales of any no-glasses 3D Pads demonstrated in hotel guest rooms, Yosen will enjoy a sales commission of 15% in addition to a 20% revenue sharing from all 3D advertisement sales throughout hotels. The first patch of signed hotels include well-known Shanghai Jin Jiang Hotel, Beijing People's Great Hall Hotel, Qingdao Seaview Garden Hotel, The Garden Hotel Guangzhou for a total of 2059 guest rooms. According to the Agreement, there will be a total of 80,000 guest rooms planned for 3D products trial use at Phase II.

Yosen's CEO Mr. Zhenggang Wang commented, "Global 3D Media's investment and cooperation with us in China'shotel market is not only a validation of Yosen's traditional strengths in digital products marketing and sales, but also a clear demonstration of confidence in our channel development capabilities. Since the beginning of this year, Yosen has gradually executed our new strategic positioning. We are building both off-line and on-line cross-border sales channels to bring in the world's best quality consumer products into China's market and simultaneously promote China's most competitive products overseas. The e-commerce platform that Yosen is preparing now will allow customers in the U.S. to buy this series of no-glasses 3D products. We will timely update our shareholders our latest development."

YOSEN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

THREE MONTHS ENDED MARCH 31, 2014 and 2013 (UNAUDITED)

Management Discussion and Analysis

Net Sales

Net sales for the three months ended March 31, 2014 increased $885,589 or 24.4%, to $4,519,543 compared to $3,633,954 for the three months ended March 31, 2013. The increase was attributable to the increase of mobile phone sales from our PRC operating subsidiaries, as well as the new international trade business generating new revenue.

Net Income (Loss)

Net income was $24,158 for the three months ended March 31, 2014 compared to net loss of $(639,477) for the three months ended March 31, 2013, a decrease of 103.8%. The decrease in net loss was due to Zhejiang and Yosen Trading having net profit in the first quarter 2014.

HANGZHOU, China, April 21, 2014 /PRNewswire / -- Yosen Group, Inc. (stock symbol: YOSN) ("Yosen", or "the Company") today announced that it has signed an agreement (the "Agreement") with Yiwu China Commodity City Information Technology Ltd. (CCCIT), a subsidiary of China Commodity City Group Ltd (CCC Group). Yosen Group and CCCIT will cooperate exclusively in cross border trade, e-commerce, warehousing, and logistics in four major states (New York, New Jersey, Connecticut, andPennsylvania).

According to the Agreement, Yosen will be CCCIT's exclusive partner in the NY-NJ-CT-PA area for the next five (5) years. Both parties will jointly develop an independent website to supplement China Commodity City's official e-commerce platform yiwugou.com. Yosen will be fully responsible for the U.S. online platform operation and order processing, while CCCIT will provide technical assistance, data support, online and offline marketing, website traffic referral, and free transit warehousing. The domain name yiwuny.com will become an intellectual property owned by Yosen. All profits from cross border trade and the U.S. e-commerce platform will belong to Yosen only. In addition, CCC Group plans to establish a central warehouse and products exhibition center in the Greater New York area to service its 70,000 merchants and 210,000 suppliers. Yosen will be involved for this plan's implementation in New York as well as the logistics and distribution management. For that, Yosen will enjoy sales profit sharing at a later stage of operation. When the five-year Agreement expires, Yosen has the first right to renew.

Yiwu China Commodity City Information Technology Ltd. is a subsidiary of China Commodity City Group Ltd. (CCC Group). Founded in 2002 with registered capital of RMB 52 million, it is mainly engaged in establishing and maintaining CCC Group's official e-commerce website yiwugou.com. The yiwugou.com platform connects each of the 70,000 China Commodity City merchants online and offline. By using its proprietary 360 degree virtual tour technology, yiwugou.com provides buyers with the experience of exploring the Yiwu Commodity City nearly in person. Through the yiwugou.com platform, merchants can demonstrate their products, manage online stores and complete transactions. Buyers, on the other hand, can easily view stores and products, place orders, and enjoy all the convenience and comfort that yiwugou.com can provide.

Located in Yiwu City, Central Zhejiang Province, China Commodity City is China's famous small commodity wholesale market established in 1982. Occupying a total operating area of over 50 million square feet with approximately 70,000 merchants of 1.7 million types of commodities, China Commodity City distributes almost every kind of daily essential products. For twenty-two (22) years consecutively, it has been ranked No. 1 among China's major wholesale markets. Further, it was honored by the United Nations, the World Bank and Morgan Stanley, among other world authorities, as the "largest small commodity wholesale market in the world." China Commodity City is also China's largest export base for small commodities with products exporting 570,000 containers annually to 219 countries and regions.

Yosen's CEO Mr. Zhenggang Wang commented, "We are very proud of being able to sign this exclusive partnership with CCC Group in the Greater New York area. CCC Group brings us priceless resources. Their investment in yiwugou.com alone has reached hundreds of millions RMB. Based on the Agreement, Yosen will benefit from CCC Group's voluminous information on hundreds of thousands merchants and suppliers, as well as their marketing support and traffic referral. Furthermore, Yosen will enjoy all the subsequent profits from the cooperation and the New York e-commerce platform. With the many favorable terms and free support from CCC Group, we are convinced that this cooperation will generate significant value for Yosen's shareholders."

"As the first company in Yiwu that went public in the United States, Yosen was privileged to have received much attention from the local government as well as state-owned companies. We decided to start international trade and wholesale business end of last year, and we have made breakthrough within a very short period of time in New York. This also raised a great deal of attention from CCC Group. The exclusive agreement has far exceeded our team's original plan and expectation," added Mr. Wang. "Yosen was honored to be invited to China's first national level e-commerce forum two weeks ago. We had the opportunity to discuss with many leading internet companies how to integrate efficiently offline resources and online platforms. We will take advantage of our yiwuny.com opportunity to cooperate with professional companies by leveraging cutting edge big data technology and operating model in building our platform. We will provide details on the progress over the next few months gradually."

YOSEN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

YEARS ENDED DECEMBER 31,

Management Discussion and Analysis

Total Company Net Sales

Net sales for 2013 totaled $12,787,878, a year-over-year decrease of $8,709,246 or 40.5% compared to $21,497,124 for 2012. The decrease was primarily due to the Company’s reorganization and refocusing its product mix. The decrease is also attributable to the increased competition in the cell phone products market in China.

Net Loss from Continuing Operations

Net loss from continuing operations for 2013 was $3,441,949 or (26.9)% of net sales compared to $9,213,515 or (42.9)% for 2012. Lower general and administrative expenses contributed to the decrease in loss from operations.

Net Loss from Discontinued Operations

Net loss from discontinued operations for 2013 was $184,739 compared to $6,653,484 for 2012, a decrease of $6,468,745. The decrease in net loss from discontinued operations was due to Yiwu and Jinhua having net losses in 2012 but not operating in 2013.

Net Loss

Net loss for 2013 was $3,626,688 compared to $15,866,999 for 2012, a decrease of $12,240,311. The decrease in net loss was primarily due to Yiwu and Jinhua having net losses in 2012 and not operating in 2013. Wang Da closed stores to cut operating losses also contributed to the decrease in total net loss of the Company.

HANGZHOU, China, Jan. 10, 2014 /PRNewswire / -- Yosen Group, Inc. (stock symbol: YOSN) ("Yosen", or "the Company") today announced the establishment of its New York based subsidiary Yosen Trading Inc. ("Yosen Trading").   Yosen Trading will be engaged primarily in international trade and wholesale business.  Initially, tile, kitchen cabinet, granite and marble products will be the primary drivers of reaching the New York market.

Last December Yosen updated shareholders of its international expansion strategy and specifically its plan of a new business unit in New York to commence international trade and wholesale business in the overseas market.  Yosen intends to leverage its resources in China's renowned commodity wholesale market, China Commodity City in Yiwu, Zhejiang Province, as well as its existing business network in the U.S.  The management anticipates the business in New York to be a significant growth area for the Company over the next few years.

Yosen's CEO Mr. Zhenggang Wang commented, "In addition to our continuing commitment to bring the world's best products intoChina this year, we will be executing our strategy to promote China's most competitive products overseas.  Yosen will commence our international trade and wholesale business starting with the tile, kitchen cabinet, granite and marble products in the New Yorkmarket.  We believe this will add very valuable growth to Yosen Group's overall business because of our New York team's long-standing and extensive relationships with many local developers and general contractors.  In supporting this, our operating plan includes opening a flagship store in New York City.   We will provide further updates for our shareholders over the next few months."

HANGZHOU, China, Dec. 23, 2013 /PRNewswire / --  Yosen Group, Inc. (stock symbol: YOSN) ("Yosen", or "the Company") today announced its plan to launch a new business unit in New York City (the "New Business Unit").   By leveraging the rich resources of the China Commodity City in Yiwu, Zhejiang Province, which is China's renowned commodity wholesale market, Yosen's New Business Unit will commence its international trade and wholesale business in the overseas market.  Yosen is also headquartered in Zhejiang Province and was originally founded in Yiwu City.

In 2005, China Commodity City was honored by the United Nations, the World Bank and Morgan Stanley, among other world authorities, as the "largest small commodity wholesale market in the world".  Today, occupying a total operating area of over 50 million square feet, China Commodity City has been ranked No. 1 for twenty-two (22) years consecutively among China's major wholesale markets. Founded almost twenty (20) years ago in Yiwu City, Yosen Group and its management have a long established and extensive local network. Yosen has been trying to grasp the best collaboration angle so as to optimize these resources and maximize shareholders' value. Today's establishment of the New Business Unit in New York is anticipated to be the very first step of Yosen's international expansion strategy which is based on leveraging the resources in Yiwu China Commodity City.

Yosen's CEO Mr. Zhenggang Wang commented, "In the coming year, Yosen will continue strengthening its cooperation with the world's first class players. Yosen is committed to bringing the world's best products into China, and in the meantime will be bringingChina's competitive products overseas by expanding its international wholesale business. After our long preparation, we have finally identified an experienced management team in New York and secured the best market entry point. The time is ready now for Yosen to commence our international trade and wholesale business starting with New York.  We anticipate our business in New York to be a significant growth area for the Company over the next few years and will be ready to provide more updates for our shareholders in the beginning of January 2014."

HANGZHOU, China, Nov. 12, 2013 /PRNewswire/ -- Yosen Group, Inc. (stock symbol: YOSN) ("Yosen", or "the Company")  today announced the signing of an Authorized Apple PRC Reseller Agreement (the "Agreement") with Apple Computer Trading (Shanghai) Co. Ltd., a Shanghai, China based subsidiary of Apple Inc. ("Apple"). Through the execution of this Agreement, Yosen has been officially appointed as an authorized reseller of Apple products and services to customers in the People's Republic of China. 

This Agreement will allow Yosen to enjoy a number of unparalleled competitive advantages in many key aspects of a retailer from ordering, payment terms to marketing and pricing. For example, Yosen will be able to purchase directly from Apple or an authorized Apple distributor and can resell these products to customers at prices determined solely by Yosen itself. Yosen is granted the license to use the Apple trademarks and copyrights under Apple's guideline for marketing and promoting its product sale in China. In addition, Yosen will enjoy Apple's price protection policy under certain conditions. Yosen may also establish a line of credit with Apple to facilitate the payment for orders. With these terms in the Agreement, Yosen is anticipated to position well in competition.

Yosen's CEO Mr. Zhenggang Wang commented, "We are extremely excited about this appointment by Apple. Not only does this stand out as a clear recognition of Yosen by the world's best developer of communication and media devices, but also it provides us many enviable advantages in an increasingly competitive industry

HANGZHOU, China, Oct. 7, 2013 /PRNewswire/ -- Yosen Group, Inc. (stock symbol: YOSN) ("Yosen", or "the Company") today announced the launch of ten (10) more super specialty stores co-branded with China Telecom Corporation Limited ("China Telecom"). Earlier in March Yosen had its first super specialty store of this kind with China Telecom. The new stores will be on the premises of the ten busiest Century Lianhua Hypermarkets in Hangzhou, Zhejiang Province in Eastern China. Century Lianhuaret Hypermarkets are a leading China national chain owned and run by Lianhua Supermarket Holdings ("Lianhua"). The newly launched Yosen super specialty stores will be operated under a "Yosen Digital � China Telecom E Surfing" co-branding. China Telecom Hangzhou Branch will provide a RMB350,000 (or nearly USD60,000) one-time aid to Yosen Group for store renovation plus a 30% lease subsidy to be funded quarterly.

The super specialty store is Yosen's unique business model under which Yosen cooperates with China's dominant telecommunication operators such as China Telecom. In addition, Yosen also cooperates with China Telecom's rival China Unicom. The ultimate goal is to provide a top notch shopping convenience for consumers overall.

Yosen's CEO Mr. Zhenggang Wang commented, "Earlier in March we opened our first super specialty store in Century Lianhua Hypermarket Yunhe Branch. Our half year's efforts have been well recognized by the senior management of China Telecom Hangzhou Branch. With their full support, we were approved to open ten Yosen Digital � China Telecom E Surfing Co-BrandedSuper Stores. Yosen Group has always been pursuing close cooperation with many more first-class brands. We are committed to providing further updates for our shareholders timely".

Item 3.02. Unregistered Sales of Equity Securities.

On August 23, 2013, Yosen Group, Inc. (the “Company”) consummated the sale of (i) 1,000,000 units (each called a “Unit”) to Jessie Wong pursuant to a Subscription Agreement dated August 23, 2013 (the “Wong Subscription Agreement”) between the Company and Jessie Wong and (ii) 1,000,000 Units to Wa Cheung pursuant to a Subscription Agreement dated August 23, 2013 (the “Cheung Subscription Agreement”) between the Company and Wa Cheung, with each Unit consisting of: (i) one (1) share of common stock, $0.001 par value per share (the "Common Stock"), of the Company and (ii) a three-year warrant to purchase one (1) share of Common Stock of the Company at an exercise price of US$0.25 per share, for an aggregate total purchase price of US$500,000.

The sale of the 1,000,000 Units to Jessie Wong and the sale of the 1,000,000 Units to Wa Cheung were each exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”) pursuant to Regulation S under the Act due to the fact that the offering of these shares was not made in the United States and that neither Jessie Wong nor Wa Cheung is a U.S. Person (as defined in the Act). The descriptions of the Wong Subscription Agreement and the Cheung Subscription Agreement are each qualified in their entirety by reference to Exhibits 10.1 and 10.2 to this Current Report on Form 8-K dated August 23, 2013 and filed with the Securities and Exchange Commission on August 26, 2013.

YOSEN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

SIX MONTHS ENDED JUNE 30, 2013 and 2012 (UNAUDITED)

On August 15, 2007, we executed a series of contractual agreements between Capital and Zhejiang. However, we did not dispose of Capital's equity ownership of Zhejiang when we executed the contractual agreements. As a result, these contractual agreements did not affect the equity ownership of Zhejiang. The agreements only provided additional support that Capital and its equity owners have the obligation and the ability to absorb any losses, and the rights to receive distribution of returns from Zhejiang. Capital remains as the owner of 100% of Zhejiang's equity. Capital enjoys the actual shareholder's rights to obtain any benefits that any nominal shareholders would receive from Zhejiang

HANGZHOU, China, July 23, 2012 /PRNewswire-Asia-FirstCall/ -- The China 3C Group ("China 3C", or "the Company") (CHCG), announced today that it has executed a cooperation agreement and launched an important strategic partnership with China Telecom, the dominant player in China's telecommunication industry.

The establishment of this significant partnership is based on the trend of 3G mobile Internet development and the two parties' respective unique competitive advantages. Both parties have agreed to form a large-scale cooperation in the Hangzhou area through this partnership. Hangzhou is the capital city of Zhejiang province on the East Coast of China, and the home to China 3C.

"We are very excited about this partnership," commented Mr. Zhenggang Wang, the Chairman and Chief Executive Officer of China 3C. "China Telecom is China's major telecommunication operator and a Top 500 Global Corporation. A partnership with China 3C demonstrates their strong confidence in us and represents a significant milestone in China 3C's business development."

The China Telecommunications Corporation (China Telecom) is an extra-large State-owned telecom operator in China. It primarily provides integrated information services including fixed-line telephones, mobile services, Internet connections and application services. It has subsidiary companies in 31 provinces and branches in the Americas, Europe, Hong Kong and Macao. Its communications and information network covers the urban and rural areas of China and reaches every corner of the world. China Telecom built the world biggest CDMA 3G network, was the first company to bring commercial 3G services to China, and has a wide range of branded products including "Tianyi", "My e-Home", "BizNavigator", and "Best Tone", among others.

Pursuant to the signed agreement, China 3C's retail stores will be able to serve as China Telecom's authorized point of service in all of its core areas including fixed-line telephone services, mobile services, Internet connections and applications, and prepaid phone services. The objective is to provide China 3C's many customers with more convenience, better quality mobile devices and integrated mobile Internet information services.

'We expect the remainder of 2009 to be challenging as many of the same issues that affected our second quarter results will impact our business in the second half of the year. We have a solid cash position and no debt, which allows us the opportunity to make the necessary adjustments to our store-in- store model and expand our franchise platform. We believe that our franchise model provides us with many unique advantages compared to our core store-in- store business. These include improved control of our brand, a flexible store format and full operational control which allow us to manage our business more effectively and position our new stores to meaningfully contribute to our future revenue and profit. We are excited to introduce our products to a new group of customers and we are hopeful this new business can significantly add to our future financial performance. We look forward to updating you on our progress in the coming months ahead,' concluded Mr. Wang.

Source: PR Newswire (August 17, 2009)

Guidance Report:

"Mr. Zhenggang Wang, Chairman and Chief Executive Officer, commented, We remain highly focused on the continued growth of our business in 2009 and will be focused on initiatives that can lead to further revenue and margin expansion, maximize our operating capabilities and enhance our competitive position within China's consumer electronics industry."

Full Year Fiscal 2008 Guidance

Source: PR Newswire (January 15, 2009)