- Amended Quarterly Report (10-Q/A)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q/A

|X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarter period from July 1, 2008 to September 30, 2008

or
|_| Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

Commission file number 333-137134

JADE ART GROUP INC.
(Exact name of registrant as specified in its charter)

 Nevada 71-1021813
 ------ ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)

#35, Baita Zhong Road,
Yujiang County, Jiangxi Province, P.R. of China 335200
(Address of principal executive offices)

(Zip Code)

(646)-200-6328
(Issuer's telephone number, including area code)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Check one:

Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |X| Smaller reporting company |_|

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock: 79,980,000 as of November 10, 2008.

This Form 10-Q/A is being filed to correct certain typographical errors in one of the financial statements appearing in the Part I, Item 1 of the Form 10-Q for the three and nine month periods ended September 30, 2008 filed by the Company on November 19, 2008. Specifically, during the edgarization process, two numbers in the Unaudited Consolidated Statements of Operations and Comprehensive Income shifted from the column captioned "Nine Months Ended September 30, 2008" into the column captioned "Three Months Ended September 30, 2007." The Company is filing this amendment to the Form 10-Q to correct such errors.

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements.

JADE ART GROUP INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME

The Unaudited Consolidated Statements of Operations and Comprehensive Income is amended hereby to read in its entirety as follows:

JADE ART GROUP INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME

 THREE MONTHS ENDED NINE MONTHS ENDED
 SEPTEMBER 30 SEPTEMBER 30
 ----------------------------- -----------------------------
 2008 2007 2008 2007
Sales $ 7,609,684 -- $ 24,995,461 --
Cost of sales (1,360,228) -- (4,160,214) --
 ------------ ------------ ------------ ------------
Gross profit 6,249,456 -- 20,835,247 --

Operating expenses:
 Selling, general and administrative
 expenses (629,184) -- (2,185,771) --
 ------------ ------------ ------------ ------------
Operating income 5,620,272 -- 18,649,476 --

Other income (expenses):
 Interest expense (126,027) -- (336,712) --
 Interest income 132,087 -- 132,087 --
 ------------ ------------ ------------ ------------
Income before taxes from continuing operations 5,626,332 -- 18,444,851 --

Income tax expense (1,664,686) -- (5,486,689) --
 ------------ ------------ ------------ ------------
Net income from continuing operations 3,961,646 -- 12,958,162 --

Discontinued operations, net of tax
 Income from woodcarving
 operations, net of tax -- 2,731,165 96,751 6,724,082
 Income due to transfer of
 woodcarving
 operations, net of tax -- -- 55,322,615 --
 ------------ ------------ ------------ ------------
Net income from discontinued operations -- 2,731,165 55,419,366 6,724,082
 ------------ ------------ ------------ ------------
Net Income $ 3,961,646 $ 2,731,165 $ 68,377,528 $ 6,724,082
 ============ ============ ============ ============
Basic Earnings Per Share:
 Income from Continuing Operations $ 0.05 -- $ 0.16 --
 Income from Discontinued Operations -- $ 0.04 0.69 0.09
 ------------ ------------ ------------ ------------
Total Basic Earnings Per Share $ 0.05 $ 0.04 $ 0.85 $ 0.09
 ============ ============ ============ ============
Diluted Earnings Per Share:
 Income from Continuing Operations $ 0.05 -- $ 0.16 --
 Income from Discontinued Operations -- $ 0.04 0.68 $ 0.09
 ------------ ------------ ------------ ------------
Total Diluted Earnings Per Share $ 0.05 $ 0.04 $ 0.84 $ 0.09
 ============ ============ ============ ============
Weighted Average Number of Shares
 Outstanding:
 Basic 79,980,000 74,980,000 79,980,000 74,980,000
 Diluted 80,980,000 74,980,000 80,917,956 74,980,000
 ============ ============ ============ ============

Other Comprehensive Income:
Net Income $ 3,961,646 $ 2,731,165 $ 68,377,528 $ 6,724,082
 Foreign Currency
 Translation Adjustment 222,485 187,261 813,953 280,448
 ------------ ------------ ------------ ------------
Net Comprehensive Income $ 4,184,131 $ 2,918,426 $ 69,191,481 $ 7,004,530
 ============ ============ ============ ============

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

SIGNATURES

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

JADE ART GROUP INC.

Date: November 24, 2008 /s/ Hua-Cai Song
 -------------------------------
 Name: Hua-Cai Song
 Title: Chief Executive Officer


Date: November 24, 2008 /s/ Chen-Qing Luo
 -------------------------------
 Name: Chen-Qing Luo
 Title: Chief Financial Officer

Index to Exhibits

Exhibit No. Description

31.1 Certification of Chief Executive Officer pursuant to Section 302
 of the Sarbanes-Oxley Act of 2002

31.2 Certification of Chief Financial Officer pursuant to Section 302
 of the Sarbanes-Oxley Act of 2002

32.1 Certification pursuant to 18 U.S.C. 1350, adopted pursuant to
 Section 906 of the Sarbanes-Oxley Act of 2002, by Chief
 Executive Officer

32.2 Certification pursuant to 18 U.S.C. 1350, adopted pursuant to
 Section 906 of the Sarbanes-Oxley Act of 2002, by Chief
 Financial Officer

Jade Art (PK) (USOTC:JADA)
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