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EX-5.1 - OPINION AND CONSENT OF SCHNEIDER WEINBERGER & BEILLY LLP - China Logistics Group Inc | ex5-1.htm |
As filed
with the Securities and Exchange Commission on March 30, 2010
Registration
No. 333-151783
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 7
TO
THE
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
CHINA
LOGISTICS GROUP, INC.
(Name of
registrant as specified in its charter)
Florida
(State or
other jurisdiction of incorporation or organization)
7389
(Primary
Standard Industrial Classification Code Number)
65-1001686
(I.R.S.
Employer Identification Number)
23
F. Gutai Beach Building No. 969
Zhongshan
Road South
Shanghai,
China 200011
86-21-63355100
(Address,
including zip code, and telephone number,
including
area code, of registrant's principal executive offices)
Mr.
Wei Chen
CEO
and President
China
Logistics Group, Inc.
23
F. Gutai Beach Building No. 969
Zhongshan
Road South
Shanghai,
China 200011
86-21-63355100
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
with a
copy to:
James
M. Schneider, Esq.
Schneider
Weinberger & Beilly LLP
2200
Corporate Boulevard N.W.
Suite
210
Boca
Raton, Florida 33431
telephone
(561) 362-9595
telecopier
(561) 362-9612
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the
following box: [X]
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. [ ]
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company:
Large
accelerated filer
|
[
]
|
Accelerated
filer
|
[
]
|
Non-accelerated
filer
|
[
]
|
Smaller
reporting company
|
[X]
|
The
registrant hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the registration statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
PART
II
OTHER
INFORMATION
Item
16. Exhibits
and Financial Statement Schedules.
The
following documents are filed as a part of this registration statement or are
incorporated by reference to previous filings, if so indicated:
Exhibit
No.
|
Description
|
3.1
|
Articles
of Incorporation (1)
|
3.2
|
Articles
of Amendment (1)
|
3.3
|
Articles
of Amendment (5)
|
3.4
|
Articles
of Amendment (2)
|
3.5
|
Form
of Articles of Amendment (10)
|
3.6
|
Bylaws
(1)
|
4.1
|
Trilogy
Capital Partners, Inc. Warrant Agreement dated June 1,
2006(3)
|
4.2
|
Form
of common stock purchase warrant issued to Mr. Chen
(12)
|
4.3
|
Form
of common stock purchase warrant issued in the 2008 Unit Offering
(13)
|
5.1
|
Opinion
of Schneider Weinberger & Beilly LLP **
|
10.1
|
Debt
Conversion Agreement with David Aubel dated December 3, 2005
(4)
|
10.2
|
Amendment
to Debt Conversion Agreement with David Aubel dated May 15, 2006
(6)
|
10.3
|
Consulting
and Management Agreement dated May 22, 2007 with China Direct Investments,
Inc. (7)
|
10.4
|
Consulting
and Management Agreement dated September 5, 2007 with Capital One Resource
Co., Ltd (8)
|
10.5
|
Acquisition
Agreement dated as of December 31, 2007 between MediaREADY, Inc., Shandong
Jiajia International Freight & Forwarding (Logistics Co.) Ltd., and
Messrs. Hui Liu and Wei Chen (2)
|
10.6
|
Finder's
Agreement dated as of December 31, 2007 between MediaREADY, Inc. and
Dragon Venture (Shanghai) Capital Management Co., Ltd.
(2)
|
10.7
|
Consulting
Agreement dated as of December 31, 2007 between MediaREADY, Inc. and China
Direct, Inc. (2)
|
10.8
|
Form
of Amendment to Acquisition Agreement dated as of January 28, 2008 between
MediaREADY, Inc., Shandong Jiajia International Freight & Forwarding
Ltd., and Messrs. Hui Liu and Wei Chen (9)
|
10.9
|
Form
of Amendment to Finder's Agreement dated as of January 28, 2008 between
MediaREADY, Inc. and Dragon Venture (Shanghai) Capital Management Co.,
Ltd. (9)
|
10.10
|
Form
of Amendment to Acquisition Agreement dated as of March 13, 2008 between
MediaREADY, Inc., Shandong Jiajia International Freight & Forwarding
Ltd., and Messrs. Hui Liu and Wei Chen (11)
|
10.11
|
Lease
Agreement between China Logistics Group, Inc. and ETI International,
Inc.*
|
10.12
|
Form
of Subscription Agreement for 2008 Unit Offering (13)
|
10.13
|
Lease
Agreement between Wei Chen and Shandong Jiajia International Freight &
Forwarding Co., Ltd. (14)
|
10.14
|
Lease
Agreement dated December 31, 2008 between Shandong Jiajia International
Freight & Forwarding Co., Ltd. and Shandong Import & Export Co.,
Ltd. *
|
10.15
|
Assumption
Agreement dated December 31, 2007 between David Aubel and MediaReady, Inc.
*
|
10.16
|
Conversion
Agreement dated March 20, 2008 between V. Jeffrey Harrell and China
Logistics Group, Inc. (16)
|
10.17
|
Conversion
Agreement dated March 20, 2008 between David Aubel and China Logistics
Group, Inc. (16)
|
10.18
|
Form
of promissory note in the principal amount of $561,517.27 dated January 1,
2003 issued by Video Without Boundaries, Inc. to Mr. David Aubel
(15)
|
II -
1
10.19
|
Form
of Security Agreement dated May 23, 2001 between Valuesales.com, Inc. and
Mr. David Aubel (15)
|
10.20
|
Promissory
note from Shanghai Yudong Logistics Co., Ltd. to Shandong Jiajia
International Freight & Forwarding Co., Ltd., dated March 30, 2009
(17)
|
10.21
|
Lease
Agreement expiring May 2010 between Wei Chen and Shandong Jiajia
International Freight & Forwarding Co., Ltd. *
|
10.22
|
Employment
Agreement effective as of October 12, 2009 between China Logistics Group,
Inc. and Yuan Huang (18)
|
14.1
|
Code
of Business Conduct and Ethics (12)
|
21.1
|
Subsidiaries
of the Registrant (12
|
23.1
|
Consent
of Sherb & Co. LLP *
|
23.2
|
Consent
of Schneider Weinberger & Beilly LLP (included in Exhibit 5.1)
**
|
*
|
previously
filed
|
**
|
filed
herewith
|
(1)
|
Incorporated
by reference to the registration statement on Form 10-SB, SEC File No.
0-31497, as filed with the Securities and Exchange Commission on September
11, 2000, as amended.
|
(2)
|
Incorporated
by reference to the Current Report on Form 8-K as filed on January 7,
2008.
|
(3)
|
Incorporated
by reference to the Current Report on Form 8-K as filed on June 2,
2006.
|
(4)
|
Incorporated
by reference to the Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2004.
|
(5)
|
Incorporated
by reference to the Current Report on Form 8-K as filed on September 27,
2006.
|
(6)
|
Incorporated
by reference to the Quarterly Report on Form 10-QSB for the period ended
September 30, 2006.
|
(7)
|
Incorporated
by reference to the Current Report on Form 8-K as filed on May 23,
2007.
|
(8)
|
Incorporated
by reference to the Current Report on Form 8-K as filed on September 10,
2007.
|
(9)
|
Incorporated
by reference to the Current Report on Form 8-K as filed on January 31,
2008.
|
(10)
|
Incorporated
by reference to the definitive information statement on Schedule 14C as
filed on February 14, 2008.
|
(11)
|
Incorporated
by reference to the Current Report on Form 8-K as filed on March 18,
2008.
|
(12)
|
Incorporated
by reference to the Annual Report on Form 10-K for the year ended December
31, 2007.
|
(13)
|
Incorporated
by reference to the Current Report on Form 8-K as filed on April 24,
2008.
|
(14)
|
Incorporated
by reference to the Quarterly Report on Form 10-Q/A (Amendment No. 1) for
the period ended June 30, 2008.
|
(15)
|
Incorporated
by reference to the Quarterly Report on Form 10-Q for the period ended
September 30, 2008.
|
(16)
|
Incorporated
by reference to the Quarterly Report on Form 10-Q/A (Amendment No. 1) for
the period ended March 31, 2008.
|
(17)
|
Incorporated
by reference to the Quarterly Report on Form 10-Q for the period ended
March 31, 2009.
|
(18)
|
Incorporated
by reference to the Current Report on Form 8-K as filed on October 16,
2009.
|
II -
2
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Shanghai, China on March 30, 2010.
China
Logistics Group, Inc.
By:
/s/ Wei Chen
|
|
Wei
Chen, Chairman, Chief Executive Officer and President (principal executive
officer)
|
By:
/s/ Yuan Huang
|
|
Yuan
Huang, Chief Financial Officer (principal financial and accounting
officer)
|
Pursuant to the requirements of the
Securities Act of 1933, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
/s/ Wei Chen | Chairman of the Board, Chief Executive Officer, President, | March 30, 2010 |
Wei
Chen
|
Secretary,
Treasurer, principal executive financial
|
|
/s/ Yuan Huang |
Chief
Financial Officer, principal financial and accounting
officer
|
March
30, 2010
|
Yuan
Huang
|
|
|
/s/ Hui Liu |
Director
|
March 30, 2010 |
Hui
Liu
|
|
|
II -
3