CUSIP No 00252R303
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Pope Asset Management, LLC 621871308
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Source of Funds (See Instructions) OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6.
Citizenship or Place of Organization Tennessee USA
Number of Shares Beneficially Owned by Each Reporting Person
With
7.
Sole Voting Power 2456342
8.
Shared Voting Power 2456342
9.
Sole Dispositive Power 2456342
10.
Shared Dispositive Power 2456342
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
2456342
The amount reported above includes aggregate of ownerhsip by
Pope Asset Management, LLC and Pope Investments II LLC. Pope Asset
Management, LLC is the investment adviser for Pope Investments
II LLC. Pope Investments II LLC
owns 2,456,342 preferred shares of Aamaxan Transport Group, Inc.
Therefore, Pope Asset Management, LLC, which serves as
investment advisor to Pope Investments II LLC could be
deemed to be beneficial owner of 2,456,342 preferred shares of
Aamaxan Transport Group, LLC.
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13.
Percent of Class Represented by Amount in Row (11) 61.28%
14.
Type of Reporting Person (See Instructions)
IA
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Pope Investments II LLC 26-0281944
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Source of Funds (See Instructions) OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6.
Citizenship or Place of Organization Delaware, USA
Number of Shares Beneficially Owned by Each Reporting
Person With
7.
Sole Voting Power 2456342
8.
Shared Voting Power 2456342
9.
Sole Dispositive Power 2456342
10.
Shared Dispositive Power 2456342
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
2456342
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13.
Percent of Class Represented by Amount in Row (11) 61.28%
14.
Type of Reporting Person (See Instructions)
00
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
William P. Wells 426961338
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Source of Funds (See Instructions) OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6.
Citizenship or Place of Organization Tennessee USA
Number of Shares Beneficially Owned by Each Reporting
Person With
7.
Sole Voting Power 2456342
8.
Shared Voting Power 0
9.
Sole Dispositive Power 2456342
10.
Shared Dispositive Power 0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
2456342
The amount reported above includes aggregate of ownerhsip by
Pope Asset Management, LLC and Pope Investments II LLC. William P. Wells
is Chief Manager of Pope Asset Management, LLC. Pope Asset
Management, LLC is the investment adviser for Pope Investments
II LLC. Pope Investments II LLC
owns 2,456,342 preferred shares of Aamaxan Transport Group, Inc.
Therefore, William P. Wells as Chief Manager of Pope Asset
Management, LLC, which serves as investment advisor to Pope
Investments II LLC could be deemed to be beneficial owner of
2,456,342 preferred shares of Aamaxan Transport Group, LLC.
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13.
Percent of Class Represented by Amount in Row (11) 61.28%
14.
Type of Reporting Person (See Instructions)
IN
Item
1.
Security and Issuer
Preferred stock shares of Aamaxan Transport Group whose principal address is
Suite 6B, 1440 Hongqiao Road
Changning District
Shanghai
People's Republic of China 200336
Item
2.
Identity and Background
(a)
This 13-D Form is filed by and on behalf of: (i) Pope Asset
Management, LLC, a Tennessee limited liability
company ("Pope Asset"), (ii) Pope Investments II LLC,
a Delaware limited liability company
("Pope Investments"); and (iii) William P. Wells ("Mr. Wells").
This statement updates that certain Schedule 13 G initially filed by and
on behalf of Pope Asset, Pope Investments, and William P. Wells on or
around February 13, 2009. Pope Asset is a registered
investment adviser and serves as an investment adviser and/or manager
to various persons, including Pope Investments. Pope Asset is the sole
manager for Pope Investments and has sole voting control and investment
and disposition power and discretion with respect to all securities held
by Pope Investments. The securities of the issuer
reported in this statement were purchased at various
times by Pope Asset, in its capacity as the sole
manager of Pope Investments, for the account of and in the name of Pope
Investments. Pope Asset may be deemed to beneficially own shares owned
and/or held by and for the account of and/or benefit of various persons,
including Pope Investments. Mr. Wells is the sole manager of Pope Asset.
Mr. Wells may be deemed to own shares owned and/or held by and/or for the
account of and/or benefit of Pope Investments. Pope Asset,
Pope Investments and Mr. Wells each declares that neither
the filing of this statement nor anything herein shall be
construed as an admission that such
reporting person is,for the purposes of
Section 13(d) or 13 (g) of the Act or any other
purpose, the beneficial owner of any securities
covered by this statement. Each of Pope Asset, Pope Investments
and Mr. Wells may be deemed to be a member of a group with respect
to the issuer or securities of the issuer for the purposes of
Section 13(d) or 13(g) of the Act.
Each of Pope Asset, Pope Investments and Mr. Wells declares that
neither the filing of this statement nor anything herein shall be
construed as an admission that such person is, for the purposes of
Section 13(d) or 13(g) of the Act or any other purpose, (i) acting
(or has agreed or is agreeing to act together with any other person)
as a partnership, limited partnership, syndicate, or other group for
the purpose of acquiring, holding, or disposing of securities of the
issuer or otherwise with respect to the issuer or any securities of
the issuer, or (ii) a member of any group with respect tothe issuer
or any securities of the issuer. Pope Investments, Pope Asset and
Mr. Wells have entered into a Joint Filing Agreement, a copy of
which is filed with this statement as Exhibit 99.1,
pursuant to which they have agreed to file this Schedule
13D jointly in accordance with the provisions
of Rule 13d-1(k) of the Act.
(b)
5100 Poplar Avenue, Suite 805, Memphis, TN 38137
(c)
The principal business of each of the reporting persons is as follows:
(i) Pope 2 is a pooled investment company that is primarily invests in
private equity, small public company investment opportunities that are more
suited for a pooled investment company, short sell ideas, etc.
(ii) Pope Asset Management is registered investment advisor that manages
client assets by implementing a global, multi-cap, value investment
strategy investing in companies that are deemed to be undervalued relative
to their intrinsic value. Pope Asset Management is the manager of Pope 2,
and (iii) Mr. Wells is the Chief Manager of Pope Asset Management and
Managing Member of Pope 2.
(d)
During the last five years, none of the Reporting Persons have been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors),nor have either of them been a party to any civil proceeding
of a judicial or administrative body of competent jurisdiction which resulted
in a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or a finding of violation of any such laws.
(e)
During the last five years, none of the Reporting Persons have been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors),nor have either of them been a party to any civil proceeding
of a judicial or administrative body of competent jurisdiction which resulted
in a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or a finding of violation of any such laws.
(f)
Citizenship. Pope Asset in a Tennessee limited liability company.
Pope Investments II is a Delaware limited liability company.
William P. Wells is a U.S. citizen and resident of Tennessee.
Item
3.
Source and Amount of Funds or Other Consideration
The source of all funds invested in Aamaxan Transport Group, Inc.
were funds from Pope Investments II. As reported in the Schedule 13G
filed by Pope Asset on or around February 13, 2009, acquired
1,919,017 shares of preferred stock of the Aaxmaxan Transport, Inc.,
in exchange for $6,000,000 of its own funds. Additional purchases
for shares from Buyers as described below also were derived from its
own funds.
The parties to the initial transactions included:
Pope Investments II LLC, Jayhawk, Guerrilla Partners, Heller Capital,
Alder Capital, Patara Capital, Ancora, Chestnut, Matt Hayden, Paragon Capital,
and Daybreak Special Situations Master Fund, Ltd.
(collectively, the "Buyers" and each a "Buyer").
No part of the purchase price paid by Pope Investments with respect
to the transaction noted above is represented by funds or other
consideration borrowed or otherwise obtained for
purpose of acquiring, holding, trading or voting the securities.
Item
4.
Purpose of Transaction
The purpose of all of the acquisition of securities of the issuer
was and remains to be for investment purposes only.
Describe any plans or proposals which the reporting persons may have which
relate to or would result in:
On March 13, 2008, Pope 2 entered into an agreement
(the Securities Purchase Agreement) with Aamaxan Transport Group, Inc. Pursuant
to the terms and conditions of the Stock Purchase Agreement, Pope Investments
acquired 1,919,017 shares of preferred stock of Aamaxan Transport Group, Inc.
Subsequently, due to various other incidents, Pope Investments
purchased the ownership of additional shares of preferred stock from the
initial Buyers. As such, Pope Investments increased its ownership of
Aamaxan Transport Group, Inc. to 2,456,342 shares of preferred stock, 61.28% of
the Issuer's preferred stock. On an as-converted basis, Pope Investments owns
approximately 15.36% of the outstanding common and preferred stock combined.
Due to certain events conducted by former senior management of the Issuer,
the contractual relationship between the various operating subsidaries and
ultimate holding company has been severed and are no longer enforced.
As such, an employee of Pope Asset Management, LLC. was appointed to the
board as sole director on account of the Issuer.
Item
5.
Interest in Securities of the Issuer
(a) Each of the Reporting Persons is deemed to beneficially own 2,456,342
shares of preferred stock of the Issuer, or approximatley 61.28% of the
preferred stock class. However, each of the Reporting Persons could be
deemed to beneficially own 2,456,342 shares of preferred stock of the Issuer
constituting 15.36% of the Issuers
issued and outstanding common stock and preferred stock, on as-converted basis,
combined.
The calculation of the foregoing percentage is on the
basis of 4,008,188 shares of preferred stock. The Issuer also has
15,991,812 shares of common stock as well. The Issuer has
20,000,000 shares of the issuers preferred, on an as-converted
basis and common stock
outstanding as disclosed in the issuers
Form 10-Q for the quarter ended June 30, 2008 as filed on
August 19, 2008. Per the Issuer's 15-12G filing on August 3, 2009, the
Issuer no longer required to file any filings.
Pope Asset, as the manager of Pope Investments,
may also be deemed to beneficially own the above described
securities of the issuer owned by Pope Investments.
Mr. Wells, as the manager of Pope Asset, may also be deemed to
beneficially own the above-described securities of the issuer
beneficially owned by Pope Asset.The foregoing should not
be construed in and of itself as an admission by Pope Asset
or Mr. Wells as to the beneficial ownership of securities of the
issuer held by Pope Investments.
(b) Pope Investments may be deemed to hold shared power to
vote and to dispose of the 2,456,342 shares of preferred stock
described in (a) above. Pope Asset may be deemed
to hold shared power to vote and to dispose of the 2,456,342
shares of the issuer's preferred stock described in (a) above. Mr. Wells
may be deemed to hold sole power to vote and to dispose of the 2,456,342
shares of the issuer's preferred stock described in (a) above.
The foregoing should not be construed in and of itself as an
admission by Pope Asset or Mr. Wells as to the beneficial ownership
of the securities of the issuer held by Pope Investments.
(c) None.
(d) No person other than the Reporting Persons is known to have
the right to receive, or the power to direct the receipt of,
dividends from,or proceeds from the sale of, the shares
of issuer's common stock reported in this statement.
(e) Not Applicable.
Pope Asset and Mr. Wells do not directly own any shares of the
issuer's Common Stock. Pope Asset is the sole Manager of Pope
Investments. Mr. Wells is the Manager of Pope Asset.
Pope Asset may be deemed to beneficially own shares owned
and/or held by and for the account of and/or benefit
of various persons, including Pope Investments.
Mr. Wells may be deemed to own shares owned
and/or held by and/or for the account of and/or benefit
of Pope Investments. Each of the reporting persons declares
that neither the filing of this statement nor anything
herein shall be construed as an admission that
such reporting person is, for the purposes of Section
13(d) or 13(g) of the Act or any other purpose,
the beneficial owner of any securities
covered by this statement.
Item
6.
Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Issuer
Except for the Securities Purchase Agreement
described in Item 4 of this Schedule 13D there are no contracts,
arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any
person with respect to any securities of the Issuer, including but
not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies, naming the persons with whom such contracts,
arrangements, understandings or relationships have been entered into. None.
Item
7.
Material to Be Filed as Exhibits
Exhibit "A": Joint filing Agreement, dated as of February 16, 2010,
by and among Pope Investments, Pope Asset and Mr. Wells.
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date 02/16/2010
JOINT FILING AGREEMENT
(i) Each of the undersigned is individually eligible to use the Schedule 13D
to which this Exhibit is attached, and such Schedule 13D is filed on behalf
of each of them; and
(ii) Each of the undersigned is responsible for the timely filing of such
Schedule 13D and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein; but none of the
undersigned is responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such person knows or
has
reason to believe that such information is inaccurate.
Dated: February 16, 2010
POPE INVESTMENTS II LLC
By:Pope Investments II LLC /s/ William P. Wells, Managing Member
By:Pope Asset Management, LLC, /s/William P. Wells, President
By:WILIAM P. WELLS /s/William P. Wells Signature
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement
is true, complete and correct.
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