Sino-Global Shipping America, Ltd. (Form: SB-2, Received: 01/11/2008 15:56:56)

As filed with the Securities and Exchange Commission on January 11, 2008

Registration No. 333-___________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Sino-Global Shipping America, Ltd.

(Name of small business issuer in its charter)

Virginia	4731	26-1241372
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

36-09 Main Street

Suite 9C-2

Flushing, New York 11354

(718) 888-1814

(Address and telephone number of principal executive offices)

Copies to:

Chi Tai Shen

Sino-Global Shipping America, Ltd.

36-09 Main Street

Suite 9C-2

Flushing, New York 11354

(718) 888-1814

Fax: (718) 888-1148

(Name, address and telephone number of agent for service)

Bradley A. Haneberg, Esq.

Anthony W. Basch, Esq.

Kaufman & Canoles, P.C.

Three James Center

1051 East Cary Street, 12 ^th Floor

Richmond, Virginia 23219

(804) 771-5700

Fax: ( 804) 771-5777

Approximate date of proposed sale to the public: As soon as practicable, after this registration statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. o

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. o

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. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered ⁽¹⁾			Proposed Maximum Offering Price per Share			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Common Stock		[______]	⁽²⁾	$	[______]	⁽²⁾	$	8,750,000.00	⁽²⁾	$	343.88
Common Stock ⁽³⁾		[______]	⁽⁴⁾	$	[______]	⁽⁴⁾	$	1,865,671.64	⁽⁴⁾	$	73.32
Underwriter Warrants ⁽⁵⁾		[______]	⁽⁶⁾	$	0.001		$	150.00	⁽⁶⁾	$	0.01
Common Stock Issuable Upon Exercise of Underwriter Warrants ⁽⁵⁾		[______]	⁽⁷⁾	$	[______]	⁽⁷⁾	$	1,273,880.60	⁽⁷⁾	$	50.06
Total Registration Fee							$	11,889,552.24		$	467.27	⁽⁸⁾

⁽¹⁾	In accordance with Rule 416(a), the Registrant is also registering an indeterminate number of additional shares of common stock that shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions.

⁽²⁾	The registration fee for securities to be offered by the Registrant is based on an estimate of the Proposed Maximum Aggregate Offering Price of the securities, and such estimate is solely for the purpose of calculating the registration fee pursuant to Rule 457(o).

⁽³⁾	This registration statement also covers the resale under a separate resale prospectus by selling shareholders of up to [______] shares of common stock previously issued to such selling shareholders named in the resale prospectus.

⁽⁴⁾	The registration fee for securities to be offered by the Selling Shareholders is based on an estimate of the Proposed Maximum Aggregate Offering Price of the securities, and such estimate is solely for the purpose of calculating the registration fee pursuant to Rule 457(o).

⁽⁵⁾

In connection with the Registrant’s sale of the shares of Common Stock registered hereby, the Registrant will sell to Anderson & Strudwick, Incorporated (the “underwriter”) warrants to purchase [______] shares of common stock (the “underwriter warrants”), such amount representing 10% of the aggregate number of shares of common stock (i) sold by the Registrant and (ii) subject to sale by the selling shareholders pursuant to this registration statement. The price to be paid by the underwriter for the underwriter warrants is $0.001 per warrant. The exercise price of the underwriter warrants is $[______] per share, representing 120% of the price of the common stock offered hereby. The resale of the common stock underlying the underwriter warrants is registered hereunder. The shares of common stock underlying the underwriter warrants are being registered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended.

⁽⁶⁾	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457.

⁽⁷⁾	The registration fee for securities to be offered by the underwriter is based on an estimate of the Proposed Maximum Aggregate Offering Price of the securities, and such estimate is solely for the purpose of calculating the registration fee pursuant to Rule 457(o).

⁽⁸⁾	Paid herewith.

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 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This registration statement contains a prospectus to be used in connection with the initial public offering of up to [______] shares of the registrant’s common stock on a best-efforts, minimum/maximum basis through the underwriter named on the cover page of that prospectus (the “IPO Prospectus”). In addition, the registrant is registering on this registration statement the resale of up to [______] shares of its common stock (the “Registrable Securities”) held by selling shareholders. Consequently, this registration statement contains a second prospectus to cover these possible resales (the “Resale Prospectus”) by certain of the registrant’s stockholders named under the Resale Prospectus (the “selling shareholders”). The IPO Prospectus and the Resale Prospectus are substantively identical, except for the following principal points:

•

they contain different front and rear covers (including table of contents);

•

they contain different Offering sections in the Prospectus Summary section beginning on page 1 ;

•

they contain different Use of Proceeds sections on page 23 ;

•

the Dilution section is deleted from the Resale Prospectus on page 26 ;

•

a Selling Shareholders section is included in the Resale Prospectus beginning on page 26 ;

•

references in the IPO Prospectus to the Resale Prospectus will be deleted from the Resale Prospectus; and

•

the Underwriting section from the IPO Prospectus on page 55 is deleted from the Resale Prospectus and a Plan of Distribution is inserted in its place.

The registrant has included in this Registration Statement, after the financial statements, alternate pages to reflect the foregoing differences.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED __________ ___, 2007

SINO-GLOBAL SHIPPING AMERICA, LTD.

Minimum Offering: [______] Shares of Common Stock

Maximum Offering: [______] Shares of Common Stock

This is the initial public offering of Sino-Global Shipping America, Ltd., a Virginia corporation. We are offering a minimum of [______] shares and a maximum of [______] shares of our common stock. Our officers and directors may, but have made no commitment, nor indicated they intend to, purchase shares in the offering. Purchases by our officers and directors may be made in order to reach the minimum offering amount. We have not placed a limit on the number of shares our officers and directors may purchase in this offering.

We expect that the offering price will be $[______] per share. No public market currently exists for our shares. We have applied for approval for quotation on the NASDAQ Capital Market under the symbol “SINO” for the shares of common stock we are offering. We believe that upon the completion of the offering contemplated by this prospectus, we will meet the standards for listing on the NASDAQ Capital Market.

Investing in our common stock involves significant risks. See “Risk Factors” beginning on page 6 of this prospectus.

	Per Share			Maximum Offering		Minimum Offering
Public Offering Price	$	[______	]	$	8,750,000	$	6,750,000
Underwriting Commission	$	[______	]	$	612,500	$	472,500
Proceeds to us, before expenses	$	[______	]	$	8,137,500	$	6,277,500

We expect total cash expenses for this offering to be approximately $[______]. The underwriter must sell the minimum number of securities offered ([______] shares of common stock) if any are sold. The underwriter is required to use only its best efforts to sell the securities offered. The offering will terminate upon the earlier of: (i) a date mutually acceptable to us and our underwriter after which the minimum offering is sold or (ii) June 1, 2008. Until we sell at least [______] shares, all investor funds will be held in an escrow account at SunTrust Bank, Richmond, Virginia. If we do not sell at least [______] shares by June 1, 2008, all funds will be promptly returned to investors (within one business day) without interest or deduction.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.

Anderson & Strudwick,

Incorporated

Prospectus dated _____, _____

Except where the context otherwise requires and for purposes of this prospectus only, the terms:

• “we,” “us,” “our” and “our company” refer to Sino-Global Shipping America, Ltd. and, except where the context otherwise requires, Trans Pacific Shipping Limited and Sino-Global Shipping Agency Ltd.;

• “shares” and “common stock” refer to shares of our common stock, without par value per share;

• “China” and “PRC” refer to the People’s Republic of China; and

• all references to “RMB,” “Renminbi” and “¥” are to the legal currency of China and all references to “USD,” “U.S. dollars,” “dollars” and “$” are to the legal currency of the United States.

This prospectus contains translations of certain RMB amounts into U.S. dollar amounts at a specified rate solely for the convenience of the reader. Unless otherwise stated, the translations of RMB into U.S. dollars have been made at the single rate of exchange of $1.00 to RMB7.6155, the exchange rate at June 30, 2007. We make no representation that the RMB or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or RMB, as the case may be, at any particular rate or at all. On January 10, 2008, the noon buying rate was $1.00 to RMB7.2700. See “Risk Factors - Fluctuation of the Renminbi could materially affect our financial condition and results of operations” for discussions of the effects of fluctuating exchange rates on the value of our shares. Any discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.

For the sake of consistency throughout this prospectus, the Chinese names of individuals will follow the Chinese language convention of last name followed by first name. All individuals named in this prospectus who have Chinese names consisting of three syllables have two-syllable first names.

PROSPECTUS SUMMARY

This summary highlights information that we present more fully in the rest of this prospectus. This summary does not contain all of the information you should consider before buying shares in this offering. This summary contains forward-looking statements that involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “will,” “should,” “could,” and similar expressions. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements. You should read the entire prospectus carefully, including the “Risk Factors” section and the financial statements and the notes to those statements.

Our Company

We are the parent company of Trans Pacific Shipping Limited (“Trans Pacific”), our wholly-owned subsidiary in Beijing. Trans Pacific operates Sino-Global Shipping Agency Ltd. (previously Sino-Global Shipping Consulting Ltd.), our Chinese shipping agency (“Sino-China”), by contract. We are one of the largest providers of shipping agency services in China. As a provider of shipping agent services, we have offices in China located in Beijing, Ningbo, Qingdao, Tianjin, Qinhuangdao and Fangchenggang and in the United States in Flushing, New York to coordinate our clients’ shipping needs, including preparing documents, husbanding vessels, processing customs issues, coordinating matters with port authorities, overseeing and settling cargo claims, tracking shipments, and recommending trucking, warehousing and complementary services.

We act as a local agent and attend vessels directly in each of the ports in which we have branch offices. In addition to these ports, we have contracting offices at all other commercial ports in China as a professional general/protecting agency. In the ports in which we do not yet have an office, we appoint a local agent to attend the vessels directly. See “Our Business - General”.

We have designed our services to simplify the shipping process for our clients and to keep our clients fully informed about the status of their shipments. To that end, we analyze the information about prospective shipments provided by our clients to determine the most economical and efficient transportation solutions and then leverage our position as a shipping agency to negotiate competitive shipping rates. We also give our clients disbursement reports to empower them to monitor and dispute all questionable charges. In addition to allowing clients to monitor disbursements, our Disbursement Department audits all bills provided by ports for unreasonable charges that violate the guidelines issued by China’s Ministry of Communications.

We provide shipping agency services to a variety of vessel sizes and types, including Handysize, Panamax, Capesize, Roll-On/Roll-Off (“RORO”), and Very Large Crude Carrier (“VLCC”) class vessels. We have assisted clients with a variety of shipping requirements, including bulk and break-bulk general cargo, vehicle transport and raw materials such as crude oil and oil products and iron, manganese and other metal ores.

Our principal executive offices are located in the United States at 36-09 Main Street, Suite 9 C-2, Flushing, New York 11354 and in China at 16 ^th Floor, Tower D, Ye Qing Plaza No. 9, Wangjing (North) Road, Chao Yang District, Beijing, People’s Republic of China 100102. Our telephone number in the United States is (718) 888-1814. Our website address is www.sino-global.com. Information contained on our website or any other website is not a part of this prospectus.

Industry Background

Since China adopted its open door trade policy in 1978, inviting foreign investment in China, China’s economy has steadily developed, both from new investments in China and from increased international trade. As international trade between China and other countries has expanded, the shipping industry in China has also grown.

The evolution of the shipping agency industry has followed that of the shipping industry in general. In January 1953, the PRC founded the China Ocean Shipping Agency (“Penavico”) as a branch of China Ocean Shipping Company (“COSCO”). Penavico and its branches in ports served as China’s only shipping agent until the open door policy opened the industry to other companies. China’s second shipping agency, China Marine Shipping Agency Company Limited (“Sinoagent”) was founded in 1985 and allowed customers a choice of shipping agents at a number of ports in China.

Since 1985, the PRC has taken a number of steps to open China’s shipping agency industry to private companies. In 1990, the PRC adopted the International Ship Agency Management and Stipulation ( 国榻緇緊代理管理瘼定 ), which allowed state-owned companies to compete in the shipping agency industry. In 2002, the PRC further relaxed the restrictions on shipping agencies by promulgating the People’s Republic of China International Marine Transportation Rule ( 中华人民共和国国榻海瀰条例 ), which permitted Chinese private entities and joint ventures between Chinese and foreign entities to compete in the shipping agency industry. The Chinese and American Marine Transportation Agreement ( 中美海瀰协定 ) in 2003 and the New Round Chinese and European Union Marine Transportation Agreement ( 中国与欧盟海瀰协定 ) in 2002 allowed shipping transportation enterprises that were wholly owned by American and European Union businesses, respectively, to provide shipping agency service for their parent companies.

Companies may serve as general shipping agents in certain locations and as local shipping agents in other locations. As of June 30, 2006, we believe that approximately 1,400 shipping agencies (including 33 joint ventures) have been approved in China. In 2006, China’s shipping agency industry saw revenues of approximately $1.53 billion. Of this amount, Penavico and Sinoagent combined for approximately 85% of the shipping agency industry market share.

Our Corporate Information

Sino-China was founded in 2001 under the name “Sino-Global Shipping Consulting Ltd.” As organized prior to this offering, Sino-China had five divisions, which corresponded to the five ports in which Sino-China has branch offices: Ningbo, Qingdao, Tianjin, Qinhuangdao and Fangchenggang. Sino-China currently holds four local licenses in China to serve as a local shipping agent in Ningbo, Qingdao, Tianjin, and Fangchenggang. Sino-Global has applied for a local shipping agent license in Qinhuangdao and expects to receive this license in the next few months. Sino-China provides general shipping agency services in 76 ports in China.

Our company was incorporated in New York on February 2, 2001 to enable Sino-China to develop the American and Canadian markets for Sino-China and to provide better and more convenient services to our American and Canadian customers. In anticipation of this offering, we have re-organized our company.

On September 14, 2007, we formed a stock corporation in the Commonwealth of Virginia and, on September 18, 2007, we merged with and into our Virginia corporation, Sino-Global Shipping America, Ltd. On November 13, 2007, we organized Trans Pacific as a wholly foreign-owned enterprise in Beijing. Trans Pacific is our wholly-owned subsidiary and operates Sino-China by contract.

Each of Mr. Cao Lei, our Chief Executive Officer, and Mr. Zhang Mingwei, our Chief Financial Officer, is a shareholder in our company and in Sino-China; however, the companies do not have a parent-subsidiary relationship and ownership between the companies is not identical. Furthermore, Trans Pacific and Sino-China do not have a parent-subsidiary relationship. Instead, a variety of contractual relationships with 25 year renewable terms govern Trans Pacific and Sino-China.

PRC law currently limits foreign ownership of companies that provide shipping agency services. To comply with these foreign ownership restrictions, we operate our business in China through Sino-China, a PRC limited liability company wholly owned by Cao Lei, our Chief Executive Officer, and Zhang Mingwei, our Chief Financial Officer, both of whom are PRC citizens. Sino-China holds the licenses and approvals necessary to operate our shipping agency business in China. We have contractual arrangements with Sino-China and its shareholders pursuant to which we provide management and technical consulting services to Sino-China through Trans Pacific, our wholly-owned subsidiary in China. Through these contractual arrangements, which enable us to control Sino-China, we are considered the primary beneficiary of Sino-China. Accordingly, we consolidate Sino-China’s results, assets and liabilities in our financial statements. For a description of these contractual arrangements, see “Our Corporate Structure - Contractual Arrangements with Sino-China and its Shareholders.”

The following diagram illustrates our current corporate structure and the place of formation, ownership interest and affiliation of our subsidiary and Sino-China as of the date of this prospectus.

The Offering

Shares offered:		Minimum Offering: [______] shares(1)

		Maximum Offering: [______] shares(1)

Shares to be outstanding, if maximum offering is sold:		[______] shares(2)

Shares to be outstanding, if minimum offering is sold:		[______] shares(2)

Proposed NASDAQ Capital Market symbol:		“SINO”

Risk factors:		Investing in these securities involves a high degree of risk. As an investor, you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the “Risk Factors” section of this prospectus before deciding to invest in the shares.

Gross proceeds, if maximum offering is sold:		$8,750,000

Gross proceeds, if minimum offering is sold:		$6,750,000

Closing of offering:		The offering contemplated by this prospectus will terminate upon the earlier of: (i) a date mutually acceptable to us and our underwriter after which the minimum offering is sold or (ii) June 1, 2008.

⁽¹⁾

We are also concurrently registering for resale under a separate prospectus up to [______] shares of our common stock held by the selling shareholders named under the prospectus. None of the shares is being offered by us and we will not receive any proceeds from the sale of the shares. In addition, none of the selling shareholders is an officer or director of our company, Sino-China or Trans Pacific.

⁽²⁾	Based on 1,800,000 shares of common stock issued and outstanding as of January 10, 2008.

Underwriting

We have engaged Anderson & Strudwick, Incorporated to conduct this offering on a “best efforts, minimum/maximum” basis. The underwriter has not made a firm commitment in this offering and thus has no obligation or commitment to purchase any of our shares. Although they have not formally committed to do so, our affiliates may opt to purchase shares in connection with this offering. To the extent such individuals invest, they will purchase our shares with investment intent and without the intent to resell. Any shares purchased by our affiliates shall contribute to the calculation of whether we achieved our minimum offering. We have not placed limits on the number of shares eligible to be purchased by our affiliates.

Summary Financial Information

In the table below, we provide you with summary financial data for our company. This information is derived from our consolidated financial statements included elsewhere in this prospectus. Historical results are not necessarily indicative of the results that may be expected for any future period. When you read this historical selected financial data, it is important that you read it along with the historical financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

	For the year ended June 30,						For the three months ended September 30, (Unaudited)
	2007			2006			2007
Total Sales	$	10,090,879		$	8,924,786		$	3,987,945
Income from Operations		1,260,918			616,111			364,781
Income before Non-Controlling Interest in Income ⁽¹⁾		1,144,752			556,481			202,503
Non-Controlling Interest in Income ⁽¹⁾		(1,042,367	)		(266,430	)		(117,846	)
Net Income		102,385			290,051			84,657
Pro Forma Basic Earnings per Share (before Non-Controlling Interest in Income) ⁽¹⁾		0.64			0.31			0.11
Basic Earnings per Share		0.06			0.16			0.05
Diluted Earnings per Share		0.06			0.16			0.05

	June 30,				September 30, (Unaudited)
	2007		2006		2007
Total Assets	$	3,752,561	$	1,805,673	$	8,505,738
Total Current Liabilities		1,788,748		1,257,348		6,317,017
Long-term Liabilities		-		-		-
Net Assets		1,963,813		548,325		2,188,721
Capital Stock		1,880		1,880		1,880

⁽¹⁾ We have presented income before non-controlling interest in income, non-controlling interest in income and pro forma basic earnings per share before non-controlling interest in income to illustrate the effect of our income that is attributable to Sino-China. We have only been able to include the net income of Sino-China in our net income since November 14, 2007, when we executed a number of control agreements with Sino-China. (See “Our Corporate Structure — Contractual Arrangements with Sino-China and its Shareholders.”) For this reason, we could not include Sino-China’s income (“Non-Controlling Interest in Income”) in our net income for the purposes of computing our earnings per share calculation prior to November 14, 2007. If we were able to include the net income of Sino-China, our basic earnings per share would have been equal to the pro forma basic earnings per share (before non-controlling interest in income).

RISK FACTORS

Investment in our securities involves a high degree of risk. You should carefully consider the risks described below together with all of the other information included in this prospectus before making an investment decision. The risks and uncertainties described below are not the only ones we face, but represent the material risks to our business. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, you may lose all or part of your investment. You should not invest in this offering unless you can afford to lose your entire investment.

Risks Related to Our Business

We operate in a very competitive industry and may not be able to maintain our revenues and profitability.

Since 2003, China has qualified over 1,400 shipping agencies. Our potential competitors include two major shipping agencies, which together account for approximately 85% of China’s shipping agency revenues. These competitors have significantly greater financial and marketing resources and name recognition than we have.

In 2006, total revenues for shipping agency services in China were approximately $1.53 billion. During our fiscal year ended June 30, 2007, we generated net revenues of approximately $10.09 million. As such, while we believe that we effectively compete in our market, our competitors occupy a substantial competitive position. There can be no assurance that we will be able to effectively compete in our industry.

In addition, our competitors may introduce new business models, and if these new business models are more attractive to customers than the business models we currently use, our customers may switch to our competitors’ services, and we may lose market share. We believe that competition in China’s shipping agency industry may become more intense as more shipping agencies, including Chinese/foreign joint ventures, are qualified to conduct business. We cannot assure you that we will be able to compete successfully against any new or existing competitors, or against any new business models our competitors may implement. In addition, the increased competition we anticipate in the shipping agent industry may also reduce the number of vessels for which we are able to provide shipping agency services, or cause us to reduce agency fees in order to attract or retain customers. All of these competitive factors could have a material adverse effect on our revenues and profitability. See “Our Business - Our Challenges.”

The PRC owns part of our two largest competitors.

We are one of the largest Chinese shipping agencies that is not owned in part by the Chinese government. We believe that the fact that we are not state-owned provides certain advantages to us, including making our company attractive to customers and investors who, for personal or political reasons, would prefer not to do business with state-owned businesses. Notwithstanding these advantages, however, the Chinese government’s ownership of our two largest competitors also disadvantages our company in a number of ways.

First, the Chinese government prevents direct foreign investment in certain industries, such as telecommunication services, online commerce and advertising. In fact, when the PRC government founded Penavico, it closed the shipping agency industry to a number of foreign shipping agents that had provided services in China prior to that time. Although the PRC has removed these restrictions in our industry in recent years, there can be no guarantee that the PRC will not re-nationalize the shipping agency industry in the future, especially since approximately 85% of the shipping agency industry in China is already owned, in part, by the Chinese government. See “Risk Factors – The Chinese government could change its policies toward private enterprise or even nationalize or expropriate private enterprises, which could result in the total loss of our investment in that country.”

Second, because our two largest competitors, Penavico and Sinoagent, are state-owned, they may have advantages over our company in dealing with local government officials and leverage over local companies that we, as a wholly privately-owned company, do not have. These relationships may limit our ability to compete with Penavico and Sinoagent.

Third, due to their relationship with the Chinese government, our largest competitors may have access to funding that is not available to us. This access may allow them to grow their businesses at a rate we are not able to match. If we are unable to expand at a comparable rate with these competitors, we may lose market share or be unable to generate profits. See “Our Business - Competition.”

Our customers are companies engaged in the shipping industry, and, consequently, our financial performance is dependent upon the economic conditions of that industry.

We have derived most of our revenues to date from providing shipping agency services to Chinese and international shipping companies that seek to ship materials to and from China. Our customers’ success is intrinsically linked to economic conditions in the shipping industry in general and trade with China in particular. The shipping industry, in turn, is subject to intense competitive pressures and is affected by overall economic conditions. Although we believe our services can assist shipping companies in a competitive environment, demand for our services could be harmed by instability or downturns in the shipping industry, which may cause customers to forego shipping agency services by attempting to provide such services in-house. There can be no assurance that we will be able to continue our historical revenue growth or sustain our profitability on a quarterly or annual basis or that our results of operations will not be adversely affected by continuing or future downturns in the shipping industry. See “Our Business – Market Background.”

Our revenues are highly dependent on China’s use of iron ore in general and on a few customers involved in that industry in particular.

While we provide shipping agency services to vessels in a variety of industries, iron ore shipments have made up the majority of cargo in vessels that have used our services. Between 2002 and 2005, iron ore has accounted for approximately 82.7% of our shipments by weight and has ranged from slightly less than 4,000,000 metric tons to more than 8,000,000 metric tons shipped per year in the same time period. China is currently the world’s largest importer of iron ore, and global shipping capacity has been unable to keep pace with China’s demand for iron ore, resulting in increases in the cost of iron ore to China of 71.5% in 2005, 19% in 2006, and 9.5% in 2007. China currently imports approximately 43% of the world’s iron ore and relies on three companies for approximately 75% of its iron ore. On July 18, 2007, China’s key industry association, the China Iron and Steel Association (“CISA”), accused these three mining companies of “working together” to effect a shortage. If the Chinese government were to take steps to combat perceived inequities in the iron ore industry, our operations could be adversely affected.

In addition, we derive a substantial portion of our revenues related to iron ore shipments from two customers, (i) Beijing Shou Rong Forwarding Service Co., Ltd, which is an affiliate of Shou Gang Group (Capital Steel) and (ii) Jardine Shipping Agencies (Hong Kong) Ltd, a member of Jardine Shipping Services. Jardine Shipping Agencies (Hong Kong) Ltd serves as the shipping representative of BHP Billiton Iron Ore Pty Ltd, an Australian company that is one of the largest iron ore providers in the world.

We provide services to Beijing Shou Rong under an exclusive agency agreement that is terminable on three months’ notice and that expires on December 31, 2009. We first began to provide shipping agency services under this agreement in 2001, and we have renewed the contract annually since then. Beijing Shou Rong accounted for approximately 52% and 32.5% of our revenues in 2007 and 2006, respectively, and any termination of the agency services agreement with Beijing Shou Rong would materially harm our operations.

We provide services to Jardine Shipping Agencies under an oral agreement that is freely terminable. We first began to provide shipping agency services to Jardine Shipping Agencies in 2006. We currently provide services to Jardine Shipping Agencies in the port of Tianjin. Jardine Shipping Agencies accounted for approximately 10.7% of our revenues in 2007, and any termination of our agency services to Jardine Shipping Agencies would materially harm our operations. See “Our Business - Customers.”

We may be unable to maintain current shipping agency fees in the future.

We have long enjoyed the benefits of shipping agency fees in China that are higher than the average in the international market. In order to ensure quality service for shipping companies, China’s Ministry of Communications has established standard shipping agency fees that are favorable to shipping agencies. If the Ministry of Communications reduced or abolished the standard fees, our revenues and profits could be materially and adversely affected as shipping agencies began to compete on the basis of price. While it is customary for shipping agents to negotiate below the standard shipping agency fees, the removal of these standards could further lower the fees that shipping agencies are able to charge for services. In light of China’s moves in furtherance of its open door policy, there can be no assurance that shipping agency fees will maintain their current levels, especially as shipping agencies and China have already begun to offer lower prices than China’s Ministry of Communications permits. See “Our Business - General.”

We may be required to assume liabilities for our clients in the future.

An increasing number of companies that require shipping agency services have pressured shipping agents to guarantee their principals’ liabilities. Some companies have required shipping agents, as a condition of doing business, to pay directly for tariffs, port charges, and other fees, to be reimbursed at a later date by the companies. Other companies have sought to include agents as parties in voyage charter agreements, leading to potential liability for shipping agents in the event of a breach by another party. We expect that these pressures on shipping agents to accept more liability will increase as competition among shipping agencies intensifies. While we do not currently pay these liabilities and have no present intention to begin doing so in the future, the assumption of any of these or other new liabilities could have a material adverse effect on our operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Account Receivable.”

We are heavily dependent upon the services of experienced personnel who possess skills that are valuable in our industry, and we may have to actively compete for their services.

Our company is much smaller than Penavico and Sinoagent, our two main competitors, and we compete in large part on the basis of the quality of services we are able to provide our clients. As a result, we are heavily dependent upon our ability to attract, retain and motivate skilled personnel to serve our clients. Many of our personnel possess skills that would be valuable to all companies engaged in the shipping agency industry. Consequently, we expect that we will have to actively compete with other Chinese shipping agencies for these employees. Some of our competitors may be able to pay our employees more than we are able to pay to retain them. Our ability to profitably operate is substantially dependent upon our ability to locate, hire, train and retain our personnel. Although we have not experienced difficulty locating, hiring, training or retaining our employees to date, there can be no assurance that we will be able to retain our current personnel, or that we will be able to attract, assimilate other personnel in the future. If we are unable to effectively obtain and maintain skilled personnel, the quality of our software products and the effectiveness of installation and training could be materially impaired. See “Our Business - Employees.”

We are substantially dependent upon our key personnel, particularly Cao Lei, our Chief Executive Officer.

Our performance is substantially dependent on the performance of our executive officers and key employees. In particular, the services of:

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Mr. Cao Lei, Chief Executive Officer;

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Mr. Zhang Mingwei, Chief Financial Officer;

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Mr. Huang Zhi Kang, Vice President; and

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Ms. Liu Si Xia, Chief Operating Officer.

would be difficult to replace. We do not have in place “key person” life insurance policies on any of our employees. The loss of the services of any of our executive officers or other key employees could substantially impair our ability to successfully implement our existing supply chain management software and develop new programs and enhancements. See “Our Business - Employees” and “Management.”

We may not pay dividends.

We have not previously paid any cash dividends, and we do not anticipate paying any dividends on our common stock. We cannot assure you that our operations will continue to result in sufficient revenues to enable us to operate at profitable levels or to generate positive cash flows. Furthermore, there is no assurance our Board of Directors will declare dividends even if we are profitable. Dividend policy is subject to the discretion of our Board of Directors and will depend on, among other things, our earnings, financial condition, capital requirements and other factors. If we determine to pay dividends on any of our common stock in the future, we will be dependent, in large part, on receipt of funds from Trans Pacific and Sino-China. See “Dividend Policy.”

Foreign Operational Risks

A slowdown in the Chinese economy may slow down our growth and profitability.

The Chinese economy has grown at an approximately 9 percent rate for more than 25 years, making it the fastest growing major economy in recorded history. In 2006, China’s economy grew by 10.7%, the fastest pace in 11 years. China’s trade surplus increased by 74% in 2006, reaching $177.5 billion. China has stated that it will take steps, such as lowering tariffs on certain imports and raising taxes on certain exports, to slow the growth of its trade surplus. Such actions, if taken, could increase imports into China. Retail sales in China increased by 13.7% in 2006, with urban retail sales growing by 14.3% and rural retail sales rising by 12.6%.

We cannot assure you that growth of the Chinese economy will be steady or that any slowdown will not have a negative effect on our business. Several years ago, the Chinese economy experienced deflation, which may recur in the foreseeable future. More recently, the Chinese government announced its intention to use macroeconomic tools and regulations to slow the rate of growth of the Chinese economy, the results of which are difficult to predict. Adverse changes in the Chinese economy will likely impact the financial performance of the retailing, distribution, logistics, manufacturing and shipping industries in China. If such adverse changes were to occur in these industries, commercial shipping could decrease, which could, in turn, reduce the demand for our shipping agency services. See “Our Business - Market Background.”

We do not have business interruption, litigation or natural disaster insurance.

The insurance industry in China is still at an early state of development. In particular PRC insurance companies offer limited business products. As a result, we do not have any business liability or disruption insurance coverage for our operations in China. Any business interruption, litigation or natural disaster may result in our business incurring substantial costs and the diversion of resources. See “Our Business - Our Challenges.”

Negative perceptions about the quality of Chinese goods could reduce demand for Chinese exports and our shipping agency services.

Recent news of concerns about imported products from China, including such items as pet food, toys, toothpaste and cell phone batteries, may have harmed public perception of the general quality of goods produced by Chinese manufacturers. Whether or not concerns about the quality of Chinese products are justified, continued perception of problems with Chinese products could cause importers and consumers to seek similar products from other countries and could harm China’s shipping industry. A weakened shipping industry would in turn also harm China’s shipping agency industry and negatively impact our company. See “Our Business - China’s Economic Development.”

Any recurrence of severe acute respiratory syndrome, or SARS, pandemic avian influenza or another widespread public health problem, could adversely affect the Chinese economy as a whole, the shipping industry in general and our ability to profitably provide shipping industry services.

A renewed outbreak of SARS, pandemic avian influenza or another widespread public health problem in China, where we earn most of our revenues, could have a negative effect on our operations. Our operations may be affected by a number of health-related factors, including the following:

• q uarantines or closures of some or our offices or the ports at which we provide services, which would severely disrupt our operations;

• the sickness or death of our key officers and employees; and

• a general slowdown in the Chinese economy.

The possible quarantine of our offices or the ports at which we provide services or the sickness or death of our key officers and employees would restrict our ability to provide shipping agency services. Any of the foregoing events or other unforeseen consequences of public health problems could adversely affect our markets or our ability to operate profitably.

Trans Pacific’s contractual arrangements with Sino-China may result in adverse tax consequences to us.

We could face material and adverse tax consequences if the PRC tax authorities determine that Trans Pacific’s contractual arrangements with Sino-China were not made on an arm’s length basis and adjust our income and expenses for PRC tax purposes in the form of a transfer pricing adjustment. A transfer pricing adjustment could result in a reduction, for PRC tax purposes, of adjustments recorded by Sino-China, which could adversely affect us by increasing Sino-China’s tax liability without reducing Trans Pacific’s tax liability, which could further result in late payment fees and other penalties to Sino-China for underpaid taxes. See “Our Corporate Structure - Contractual Arrangements with Sino-China and its Shareholders.”

Trans Pacific’s contractual arrangements with Sino-China may not be as effective in providing control over Sino-China as direct ownership of Sino-China.

We conduct substantially all of our operations, and generate substantially all of our revenues, through contractual arrangements with Sino-China that provide us, through our ownership of Trans Pacific, with effective control over Sino-China. We depend on Sino-China to hold and maintain contracts for shipping agency services with our customers. Sino-China also owns substantially all of our intellectual property, facilities and other assets relating to the operation of our business, and employs the personnel for substantially all of our business. Neither our company nor Trans Pacific has any ownership interest in Sino-China. Although we have been advised by Kang Da, our PRC legal counsel, that each contract under Trans Pacific’s contractual arrangements with Sino-China is valid, binding and enforceable under current PRC laws and regulations, these contractual arrangements may not be as effective in providing us with control over Sino-China as direct ownership of Sino-China. In addition, Sino-China may breach the contractual arrangements. For example, Sino-China may decide not to pay consulting or marketing fees to Trans Pacific, and consequently to our company, in accordance with the existing contractual arrangements. In event of any such breach, we would have to rely on legal remedies under PRC law. These remedies may not always be effective, particularly in light of uncertainties in the PRC legal system. See “Our Corporate Structure - Contractual Arrangements with Sino-China and its Shareholders.”

Uncertainties with respect to the PRC legal system could adversely affect us.

There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing our business, or the enforcement and performance of our contractual arrangements with Sino-China and its shareholders.

We conduct our business primarily through Trans Pacific and Sino-China. These entities are generally subject to laws and regulations applicable to foreign investment in China and, in particular, laws applicable to wholly foreign-owned enterprises. We and Trans Pacific are considered foreign persons or foreign invested enterprises under PRC law. As a result, we and Trans Pacific are subject to PRC law limitations on foreign ownership of Chinese companies. These laws and regulations are relatively new and may be subject to change, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness of newly enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance by foreign investors. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively.

In addition, we depend on Sino-China to honor its agreements with Trans Pacific. Almost all of these agreements are governed by PRC law. The PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value. Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, since the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections available to us. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention.

The PRC government has broad discretion in dealing with violations of laws and regulations, including levying fines, revoking business and other licenses and requiring actions necessary for compliance. In particular, licenses and permits issued or granted to us by relevant governmental bodies may be revoked at a later time by higher regulatory bodies. We cannot predict the effect of the interpretation of existing or new PRC laws or regulations on our businesses. We cannot assure you that our current ownership and operating structure would not be found in violation of any current or future PRC laws or regulations. As a result, we may be subject to sanctions, including fines, and could be required to restructure our operations or cease to provide certain services. Any of these or similar actions could significantly disrupt our business operations or restrict us from conducting a substantial portion of our business operations, which could materially and adversely affect our business, financial condition and results of operations. See “Our Business - Market Background.”

The shareholders of Sino-China have potential conflicts of interest with us, which may adversely affect our business.

Neither we nor Trans Pacific owns any portion of the equity interests of Sino-China. Instead, we and Trans Pacific rely on contractual obligations to enforce our interest in receiving payments from Sino-China. Conflicts of interest may arise between Sino-China’s shareholders and our company if, for example, their interests in receiving dividends from Sino-China were to conflict with our interest requiring Sino-China to make contractually-obligated payments to Trans Pacific. As a result, we have required Sino-China and each of its shareholders to execute irrevocable powers of attorney to appoint the individual designated by us to be his attorney-in-fact to vote on their behalf on all matters requiring shareholder approval by Sino-China and to require Sino-China’s compliance with the terms of its contractual obligations. We cannot assure you, however, that when conflicts of interest arise, Sino-China’s shareholders will act completely in our interests or that conflicts of interests will be resolved in our favor. In addition, Sino-China’s shareholders could violate their agreements with us by diverting business opportunities from us to others. If we cannot resolve any conflicts of interest between us and Sino-China’s shareholders, we would have to rely on legal proceedings, which could result in the disruption of our business. In addition, these contractual relationships are governed by PRC law, which may result in uncertainty as to application and enforcement. “Our Corporate Structure.”

We rely on dividends paid by our subsidiary for our cash needs.

Although our company generates limited revenues from operations in the United States, we rely primarily on dividends paid by Trans Pacific, for our cash needs, including the funds necessary to pay dividends and other cash distributions, if any, to our shareholders, to service any debt we may incur and to pay our operating expenses. The payment of dividends by entities organized in China is subject to limitations. Regulations in the PRC currently permit payment of dividends only out of accumulated profits as determined in accordance with accounting standards and regulations in China.

Under the current PRC tax law, dividend payments to foreign investors made by foreign investment entities are exempt from PRC withholding tax. Pursuant to the new PRC enterprise income tax law to be effective on January 1, 2008, however, dividends payable by a foreign investment entity to its foreign investors will be subject to a withholding tax of up to 20%. Although the new tax law contemplates the possibility of exemptions from withholding taxes for China-sourced income of foreign investment entities, the PRC tax authorities have not promulgated any related implementation rules and it remains unclear whether we would be able to obtain exemptions from PRC withholding taxes for dividends distributed to us by Trans Pacific. See “Our Corporate Structure - Contractual Arrangements with Sino-China and its Shareholders.”

Governmental control of currency conversion may affect the value of your investment.

The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. We receive the majority of our revenues in Renminbi. Under our current corporate structure, our income is derived from dividend payments from Trans Pacific and income from our activities in the United States. Shortages in the availability of foreign currency may restrict the ability of Trans Pacific to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from the PRC State Administration of Foreign Exchange by complying with certain procedural requirements. However, approval from appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of bank loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividends, if any, in foreign currencies to our shareholders. See “Our Business - Regulations on Foreign Exchange.”

Fluctuation in the value of the Renminbi may have a material adverse effect on your investment.

The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the Renminbi to the U.S. dollar. Under the new policy, the Renminbi is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. This change in policy has resulted in an appreciation of the Renminbi against the U.S. dollar. While the international reaction to the Renminbi revaluation has generally been positive, there remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in a further and more significant appreciation of the Renminbi against the U.S. dollar. We rely largely on payments from Trans Pacific and Sino-China. While we charge our fees in U.S. dollars, Sino-China and Trans Pacific nevertheless operate within China and will rely heavily on Renminbi in their operations. Any significant revaluation of Renminbi may materially and adversely affect our cash flows, revenues, earnings and financial position, and the value of, and any dividends payable on, our common stock in U.S. dollars. For example, an appreciation of Renminbi against the U.S. dollar would make any new Renminbi denominated investments or expenditures more costly to us, to the extent that we need to convert U.S. dollars into Renminbi for such purposes. An appreciation of Renminbi against the U.S. dollar would also result in foreign currency translation losses for financial reporting purposes when we translate our U.S. dollar denominated financial assets into Renminbi, as the Renminbi is our reporting currency. See “Exchange Rate Information.”

Changes in China’s political and economic policies could harm our business.

China’s economy has historically been a planned economy subject to governmental plans and quotas and has, in certain aspects, been transitioning to a more market-oriented economy. Although we believe that the economic reform and the macroeconomic measures adopted by the Chinese government have had a positive effect on the economic development of China, we cannot predict the future direction of these economic reforms or the effects these measures may have on our business, financial position or results of operations. In addition, the Chinese economy differs from the economies of most countries belonging to the Organization for Economic Cooperation and Development, or OECD. These differences include:

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economic structure;

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level of government involvement in the economy;

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level of development;

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level of capital reinvestment;

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control of foreign exchange;

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methods of allocating resources; and

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balance of payments position.

As a result of these differences, our business may not develop in the same way or at the same rate as might be expected if the Chinese economy were similar to those of the OECD member countries. See “Our Business - Market Background.”

Since 1979, the Chinese government has promulgated many new laws and regulations covering general economic matters. Despite this activity to develop a legal system, China’s system of laws is not yet complete. Even where adequate law exists in China, enforcement of existing laws or contracts based on existing law may be uncertain or sporadic, and it may be difficult to obtain swift and equitable enforcement or to obtain enforcement of a judgment by a court of another jurisdiction. The relative inexperience of China’s judiciary, in many cases, creates additional uncertainty as to the outcome of any litigation. In addition, interpretation of statutes and regulations may be subject to government policies reflecting domestic political changes. Our activities in China will also be subject to administration review and approval by various national and local agencies of China’s government. Because of the changes occurring in China’s legal and regulatory structure, we may not be able to secure the requisite governmental approval for our activities. Although we have obtained all required governmental approval to operate our business as currently conducted, to the extent we are unable to obtain or maintain required governmental approvals, the Chinese government may, in its sole discretion, prohibit us from conducting our business. See “Our Business - Market Background.”

The Chinese government could change its policies toward private enterprise or even nationalize or expropriate private enterprises, which could result in the total loss of our investment in that country.

Our business is subject to significant political and economic uncertainties and may be adversely affected by political, economic and social developments in China. Over the past several years, the Chinese government has pursued economic reform policies including the encouragement of private economic activity and greater economic decentralization. The Chinese government may not continue to pursue these policies or may significantly alter them to our detriment from time to time with little, if any, prior notice.

Changes in policies, laws and regulations or in their interpretation or the imposition of confiscatory taxation, restrictions on currency conversion, restrictions or prohibitions on dividend payments to stockholders, devaluations of currency or the nationalization or other expropriation of private enterprises could have a material adverse effect on our business. Nationalization or expropriation could even result in the total loss of our investment in China and in the total loss of your investment in us. See “Our Business - Market Background.”

As most of our officers, directors and assets are outside the United States, it will be extremely difficult to acquire jurisdiction and enforce liabilities against us and our officers, directors and assets based in China.

Most of our directors and officers reside outside the United States. In addition, many of our assets will be located outside the United States. As a result, it may be difficult or impossible to effect service of process within the United States upon our directors or officers and our subsidiaries, or enforce against any of them court judgments obtained in United States courts, including judgments relating to United States federal securities laws. Furthermore, because the majority of our assets are located in China, it would also be extremely difficult to access those assets to satisfy an award entered against us in United States court. See “Management - Executive Officers and Directors.”

Our international operations require us to comply with a number of U.S. regulations.

In addition the Chinese laws and regulations with which we must comply, we must also comply with the Foreign Corrupt Practices Act (“FCPA”), which prohibits U.S. companies or their agents and employees from providing anything of value to a foreign official for the purposes of influencing any act or decision of these individuals in their official capacity to help obtain or retain business, direct business to any person or corporate entity or obtain any unfair advantage. Any failure by us to adopt appropriate compliance procedures and ensure that our employees and agents comply with the FCPA and applicable laws and regulations in foreign jurisdictions could result in substantial penalties and/or restrictions in our ability to conduct business in certain foreign jurisdictions. The U.S. Department of the Treasury’s Office of Foreign Asset Control (“OFAC”) administers and enforces economic and trade sanctions against targeted foreign countries, entities and individuals based on U.S. foreign policy and national security goals. As a result, we are restricted from entering into transactions with certain targeted foreign countries, entities, and individuals except as permitted by OFAC, which may reduce our future growth. See “Our Business - Market Background.”

Risks Associated with this Offering

There may not be an active, liquid trading market for our common stock.

Prior to this offering, there has been no public market for our common stock. An active trading market for our common stock may not develop or be sustained following this offering. You may not be able to sell your shares at the market price, if at all, if trading in our stock is not active. The initial public offering price was determined by negotiations between us and the underwriter based upon a number of factors. The initial public offering price may not be indicative of prices that will prevail in the trading market.

Investors risk loss of use of funds subscribed, with no right of return, during the offering period.

We cannot assure you that all or any shares will be sold. Anderson & Strudwick, Incorporated, our underwriter, is offering our shares on a “best efforts, minimum-maximum basis.” We have no firm commitment from anyone, including our affiliates, to purchase all or any of the shares offered. If subscriptions for a minimum of [______] shares are not received on or before June 1, 2008, escrow provisions require that all funds received be promptly refunded. If refunded, investors will receive no interest on their funds. During the offering period, investors will not have any use or right to return of the funds. Our executive officers and directors may, but have made no commitment, nor indicated they intend to, purchase shares in the offering. We have not placed a limit on the number of shares such executive officers or directors may purchase in this offering. Any purchases by such individuals will be made for investment purposes only and not for resale, but may be made in order to reach the minimum offering amount.

The market price for our common stock may be volatile, which could result in substantial losses to investors.

The market price for our common stock is likely to be volatile and subject to wide fluctuations in response to factors including the following:

• actual or anticipated fluctuations in our quarterly operating results;

• changes in the Chinese shipping industry or shipping agency industry;

• changes in the Chinese economy;

• changes in political relationships, both within China and between China and other countries;

• announcements by our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

• additions or departures of key personnel;

• fluctuation of the Renminbi against the U.S. Dollar and other currencies; or

• potential litigation.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. As a result, to the extent shareholders sell our shares in negative market fluctuation, they may not receive a price per share that is based solely upon our business performance. We cannot guarantee that shareholders will not lose some of their entire investment in our common stock.

If our financial condition deteriorates, we could be delisted by the NASDAQ Capital Market and our shareholders could find it difficult to sell our shares.

Upon completion of this offering, we expect our common stock to trade on the NASDAQ Capital Market. In order to qualify for listing on the NASDAQ Capital Market upon the completion of this offering, we must meet the following criteria:

• (i) We must have been in operation for at least two years, must have shareholder equity of at least $5,000,000 and must have a market value for our publicly held securities of at least $15,000,000; OR (ii) we must have shareholder equity of at least $4,000,000, must have a market value for our publicly held securities of at least $15,000,000 and must have a market value of our listed securities of at least $50,000,000; OR (iii) we must have net income from continuing operations in our last fiscal year (or two of the last three fiscal years) of at least $750,000, must have shareholder equity of at least $4,000,000 and must have a market value for our publicly held securities of at least $5,000,000; and

• The market value of our shares held by non-affiliates must be at least $1,000,000;

• The market value of our shares must be at least $5,000,000;

• The minimum bid price for our shares must be at least $4.00 per share;

• We must have at least 300 round-lot shareholders;

• We must have at least 3 market makers; and

• We must have adopted NASDAQ-mandated corporate governance measures, including a Board of Directors comprised of a majority of independent directors, an Audit Committee comprised solely of independent directors and the adoption of a code of ethics among other items.

The NASDAQ Capital Market also requires companies to fulfill specific requirements in order for their shares to continue to be listed. In order to qualify for continued listing on the NASDAQ Capital Market, we must meet the following criteria:

• (i) Our stockholders’ equity must be at least $2,500,000; OR (ii) the market value of our listed securities must be at least $35,000,000; OR (iii) our net income from continuing operations in our last fiscal year (or two of the last three fiscal years) must have been at least $500,000;

• The market value of our shares held by non-affiliates must be at least $500,000;

• The market value of our shares must be at least $1,000,000;

• The minimum bid price for our shares must be at least $1.00 per share;

• We must have at least 300 shareholders;

• We must have at least 2 market makers; and

Although we believe that our common stock will trade on the NASDAQ Capital Market, investors should be aware that they will be required to commit their investment funds prior to the approval or disapproval of our listing application by the NASDAQ Capital Market. If our shares are not so listed or are delisted from the NASDAQ Capital Market at some later date, our shareholders could find it difficult to sell our shares.

In addition, we have relied on an exemption to the blue sky registration requirements afforded to “covered securities”. Securities listed on the NASDAQ Capital Market are “covered securities.” If we were to be unable to meet the listing standards, then we would need to register the offering in each state in which we plan to sell shares, and there is no guarantee that we would be able to register in all or any of the states in which we plan to offer the shares.

In addition, if our common stock is delisted from the NASDAQ Capital Market at some later date, we may apply to have our common stock quoted on the Bulletin Board maintained by NASDAQ or in the “pink sheets” maintained by the National Quotation Bureau, Inc. The Bulletin Board and the “pink sheets” are generally considered to be less efficient markets than the NASDAQ Capital Market. In addition, if our common stock is not so listed or is delisted at some later date, our common stock may be subject to the “penny stock” regulations. These rules impose additional sales practice requirements on broker-dealers that sell low-priced securities to persons other than established customers and institutional accredited investors and require the delivery of a disclosure schedule explaining the nature and risks of the penny stock market. As a result, the ability or willingness of broker-dealers to sell or make a market in our common stock might decline. If our common stock is not so listed or is delisted from the NASDAQ Capital Market at some later date or were to become subject to the penny stock regulations, it is likely that the price of our shares would decline and that our shareholders would find it difficult to sell their shares.

We will incur increased costs as a result of being a public company.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act, as well as new rules subsequently implemented by the Securities and Exchange Commission (“SEC”) and NASDAQ, have required changes in corporate governance practices of public companies. We expect these new rules and regulations to significantly increase our legal, accounting and financial compliance costs and to make certain corporate activities more time-consuming and costly. In addition, we will incur additional costs associated with our public company reporting requirements.

Our classified board structure may prevent a change in our control.

Our board of directors is divided into three classes of directors. The current terms of the directors expire in 2008, 2009 and 2010. Directors of each class are chosen for three-year terms upon the expiration of their current terms, and each year one class of directors is elected by the shareholders. The staggered terms of our directors may reduce the possibility of a tender offer or an attempt at a change in control, even though a tender offer or change in control might be in the best interest of our shareholders. See “Management - Board of Directors and Board Committees.”

Shares eligible for future sale may adversely affect the market price of our common stock, as the future sale of a substantial amount of outstanding stock in the public marketplace could reduce the price of our common stock.

The market price of our shares could decline as a result of sales of substantial amounts of our shares in the public market, or the perception that these sales could occur. In addition, these factors could make it more difficult for us to raise funds through future offerings of common stock. An aggregate of 1,800,000 shares will be outstanding before the consummation of this offering and [______] shares will be outstanding immediately after this offering, if the maximum offering is raised. All of the shares sold by our company in the offering will be freely transferable without restriction or further registration under the Securities Act, except for any shares purchased by our “affiliates,” as defined in Rule 144 of the Securities Act. The remaining shares will be “restricted securities” as defined in Rule 144. These shares may be sold in the future without registration under the Securities Act to the extent permitted by Rule 144 or other exemptions under the Securities Act. In addition, we have agreed to register the resale of a total of [______] shares of our common stock held by certain selling shareholders in connection with the offering. Upon registration, such shares will be freely transferable and will not be subject to any form of lock-up. See “Shares Eligible for Future Sale.”

You will experience immediate and substantial dilution.

The initial public offering price of our shares is expected to be substantially higher than the pro forma net tangible book value per share of our common stock. Therefore, assuming the completion of the maximum offering, if you purchase shares in this offering, you will incur immediate dilution of approximately $[______] or approximately [______]% in the pro forma net tangible book value per share from the price per share that you pay for the common stock. Assuming the completion of the minimum offering, if you purchase shares in this offering, you will incur immediate dilution of approximately $[______]or approximately [______]% in the pro forma net tangible book value per share from the price per share that you pay for the shares. Accordingly, if you purchase shares in this offering, you will incur immediate and substantial dilution of your investment. See “Dilution.”

Our directors and officers will control a majority of our capital stock, decreasing your influence on shareholder decisions.

Assuming the sale of the maximum offering, our officers and directors will, in the aggregate, beneficially own approximately [______]% of our outstanding shares. Assuming the sale of the minimum offering, our officers and directors will, in the aggregate, beneficially own approximately [______]% of our outstanding common stock. As a result, our officers and directors will possess substantial ability to impact our management and affairs and the outcome of matters submitted to shareholders for approval. These shareholders, acting individually or as a group, could exert control and substantial influence over matters such as electing directors and approving mergers or other business combination transactions. This concentration of ownership and voting power may also discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our common stock. These actions may be taken even if they are opposed by our other shareholders, including those who purchase shares in this offering. See “Principal Shareholders.”

We will have an ongoing relationship with our underwriter that may impact our ability to obtain additional capital.

In connection with this offering, we will sell our underwriter warrants to purchase up to [______] shares (assuming the maximum offering) for a nominal amount. These warrants are exercisable for a period of five years from the date of issuance at a price of $[______] per share (120% of the price of the shares in this offering). During the term of the warrants, the holders thereof will be given the opportunity to profit from a rise in the market price of our common stock, with a resulting dilution in the interest of our other shareholders. The term on which we could obtain additional capital during the life of these warrants may be adversely affected because the holders of these warrants might be expected to exercise them when we are able to obtain any needed additional capital in a new offering of securities at a price greater than the exercise price of the warrants. See “Underwriting.”

We will have an ongoing relationship with our underwriter that may impact our shareholders’ ability to impact decisions related to our operations.

In connection with this offering, we have agreed to allow our underwriter to designate two non-voting observers to our Board of Directors until the earlier of the date that:

• the investors that purchase shares in this offering beneficially own less than 10% of our outstanding shares; or

• the trading price per share is at least $[______] per share for any consecutive 15 trading day period.

Although our underwriter’s observers will not be able to vote, they may nevertheless significantly influence the outcome of matters submitted to the Board of Directors for approval. We have agreed to reimburse the observers for their expenses for attending our Board meetings, subject to a maximum reimbursement of $6,000 per meeting and $12,000 annually per observer. As of the date of this prospectus, Mr. L. McCarthy Downs, III and Mr. Zhu Ming are serving as our underwriter’s observers to our Board of Directors. See “Management - Board of Directors Observers.”

We have received guidance from our underwriter’s counsel regarding the laws of the United States, including securities laws and Virginia laws, and material conflicts of interest may result from such an arrangement.

In connection with this offering, Kang Da Law Offices will pass on certain legal matters relating to Chinese law. Kaufman & Canoles, our underwriter’s counsel, will pass on all legal matters relating to United States law, including United States securities law and Virginia state law. As a result of this payment structure, material conflicts of interest may exist between our company, our underwriter and Kaufman & Canoles. For example, an arguable position could be taken that Kaufman & Canoles’ analysis of United States securities laws or Virginia state laws may favor a position to be taken by our underwriter. If this were true, our company may not be adequately represented in connection with the negotiation and drafting of the registration statement of which this prospectus is part. Notwithstanding the foregoing, however, as far as United States securities laws are concerned, an issuer and an underwriter in a public offering both possess potential liability for errors in a registration statement. Consequently, it is in each party’s best interest to fully disclose all material matters relating to the issuer. Noting these mutual risks, we believe that we have worked together with our underwriter to satisfy all aspects of United States law, and any particular risks related to conflicts of interest and impartiality, while potentially material, are significantly reduced. We believe that we have negotiated with our underwriter to accurately and effectively describe all aspects of our business, its risks and its opportunities. See “Legal Matters.”

FORWARD -LOOKING STATEMENTS

We have made statements in this prospectus, including under “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Our Business” and elsewhere that constitute forward-looking statements. Forward-looking statements involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “will,” “should,” “could” and similar expressions. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements.

Examples of forward-looking statements include:

projections of revenue, earnings, capital structure and other financial items;

statements of our plans and objectives;

statements regarding the capabilities and capacities of our business operations;

statements of expected future economic performance; and

assumptions underlying statements regarding us or our business.

The ultimate correctness of these forward-looking statements depends upon a number of known and unknown risks and events. We discuss many of these risks under the heading “Risk Factors” above. Many factors could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Consequently, you should not place undue reliance on these forward-looking statements.

The forward-looking statements speak only as of the date on which they are made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

OUR CORPORATE STRUCTURE

Corporate History

Sino-China was founded in 2001 under the name “Sino-Global Shipping Consulting Ltd.” and subsequently changed its name to “Sino-Global Shipping Agency, Ltd.” As organized prior to this offering, Sino-China had five divisions, which corresponded to the five ports in which Sino-China has branch offices: Ningbo, Qingdao, Tianjin, Qinhuangdao and Fangchenggang. Sino-China currently holds four local licenses in China to serve as a local shipping agent in Ningbo, Qingdao, Tianjin, and Fangchenggang. Sino-China has applied for a local shipping agent license in Qinhuangdao and expects to receive this license in the next few months. Sino-China provides general shipping agency services in 76 ports in China.

Our company was incorporated in New York on February 2, 2001 to enable Sino-China to develop the American and Canadian markets for Sino-China and to provide better and more convenient services to American and Canadian customers. In anticipation of this offering, we have re-organized our company.

Each of Mr. Cao Lei, our Chief Executive Officer, and Mr. Zhang Mingwei, our Chief Financial Officer, is a shareholder in our company and in Sino-China; however, the companies do not have a parent-subsidiary relationship and ownership between the companies is not identical. Furthermore, Trans Pacific and Sino-China do not have a parent-subsidiary relationship. Instead, a variety of contractual relationships with a 25-year term govern Trans Pacific and Sino-China.

PRC law currently limits foreign ownership of companies that provide shipping agency services. To comply with these foreign ownership restrictions, we operate our business in China through Sino-China, a PRC limited liability company wholly owned by Cao Lei, our Chief Executive Officer, and Zhang Mingwei, our Chief Financial Officer, both of whom are PRC citizens. Sino-China holds the licenses and approvals necessary to operate our shipping agency business in China. We have contractual arrangements with Sino-China and its shareholders pursuant to which we provide management and technical consulting services to Sino-China through Trans Pacific, our wholly-owned subsidiary in China. Through these contractual arrangements, which enable us to control Sino-China, we are considered the primary beneficiary of Sino-China. Accordingly, we consolidate Sino-China’s results, assets and liabilities in our consolidated financial statements. For a description of these contractual arrangements, see “Our Corporate Structure - Contractual Arrangements with Sino-China and its Shareholders.”

In the opinion of Kang Da, our PRC legal counsel, (i) the ownership structures of Trans Pacific and Sino-China comply with, and immediately after this offering, will comply with, current PRC laws and regulations; (ii) our contractual arrangements with Sino-China and its shareholders are valid and binding on all parties to these arrangements, and do not violate current PRC laws or regulations; and (iii) the business operations of Trans Pacific and Sino-China comply with current PRC laws and regulations.

Corporate Ownership Structure

The following diagram illustrates our current corporate structure and the plan of formation and affiliation of our subsidiary and Sino-China as of the date of this prospectus.

Sino-Global Shipping America, Ltd.

We were incorporated in New York in 2001 in order to expand Sino-China’s operations from China to the United States. At the time of our incorporation, we were authorized to issue 200 shares of common stock. Ownership in our New York corporation was as follows:

Mr. Cao Lei	-	178 shares of common stock
Mr. Chi Tai Shen	-	8 shares of common stock
Mr. Zhu Ming	-	8 shares of common stock
Mr. Zhang Mingwei	-	6 shares of common stock

On September 14, 2007, we formed Sino-Global Shipping America, Ltd., a Virginia corporation. Our Virginia corporation is authorized to issue 10,000,000 shares of common stock, without par value per share, and 1,000,000 shares of preferred stock, without par value per share. On September 18, 2007, we completed the merger of our New York corporation with and into our Virginia corporation. While we are now a Virginia corporation, we are authorized to do business in New York. In the merger, we exchanged each share of common stock in our New York corporation for 9,000 shares of common stock in our Virginia corporation. To date, 1,800,000 shares of common stock and no shares of preferred stock have been issued.

On December 31, 2007, Mr. Cao Lei sold, in the aggregate, [______] shares of his common stock in our company to two investors. See “Selling Shareholders.” As a result of the merger and Mr. Cao’s sale of shares of our common stock, ownership in our Virginia corporation is now as follows:

Mr. Cao Lei	-	[______] shares of common stock
Mr. Chi Tai Shen	-	72,000 shares of common stock
Mr. Zhu Ming	-	72,000 shares of common stock
Mr. Zhang Mingwei	-	54,000 shares of common stock
Mr. Mark A. Harris and
Mrs. Roslyn O. Harris		[______] shares of common stock
Mr. Richard E. Watkins and
Mrs. Sharon J. Watkins		[______] shares of common stock

Trans Pacific Shipping Limited.

We formed Trans Pacific on November 13, 2007. Trans Pacific is a wholly foreign-owned entity that is a subsidiary of our a Virginia company. Trans Pacific has entered into agreements with Sino-China, by which Trans Pacific provides marketing and management consulting and technological consulting services to Sino-China in return for payments from Sino-China. See “—Contractual Arrangements with Sino-China and its Shareholders.”

Sino-Global Shipping Agency Ltd.

We provide our shipping agency services through Sino-China, a limited company established in the PRC. Mr. Cao Lei and Mr. Zhang Mingwei, both of whom are PRC citizens, own 96.74% and 3.26% of Sino-China, respectively. Mr. Cao is our Chief Executive Officer and Mr. Zhang is our Chief Financial Officer. Sino-China operates our shipping agency operations and holds the licenses and approvals necessary to conduct our business in China.

Contractual Arrangements with Sino-China and its Shareholders

Our relationships with Sino-China and its shareholders are governed by a series of contractual arrangements. Under PRC laws, each of Sino-China and Trans Pacific is an independent legal person and neither of them is exposed to liabilities incurred by the other party. Other than pursuant to the contractual arrangements between Sino-China and Trans Pacific, Sino-China does not transfer any other funds generated from its operations to Trans Pacific. The contracts discussed below are all effective as of November 14, 2007 by and among the listed parties. The term of each agreement is 25 years, and our company (or Trans Pacific to the extent we are not a party to the agreement in question) is able to renew each agreement unilaterally for one or more additional terms, provided such renewal is permitted under applicable law at the time.

Exclusive Management Consulting and Technical Consulting Service Agreement.

Under the exclusive management consulting and technical consulting service agreement between Trans Pacific and Sino-China, Sino-China appoints Trans Pacific to be the exclusive provider of technology and management services to Sino-China to assist Sino-China with its operations. In addition to providing management, analysis and technology services, Trans Pacific also provides training for Sino-China’s personnel. In return for these services, Sino-China will pay a service fee to Trans Pacific of 5% of Sino-China’s monthly net profits.

Exclusive Marketing Agreement.

Under the exclusive marketing agreement between Sino-China and Trans Pacific, Sino-China appoints Trans Pacific to be the exclusive provider of marketing services to Sino-China to assist Sino-China with its operations. Trans Pacific agrees to provide world-wide customer resources for Sino-China, financial support if Sino-China needs assistance in obtaining operating funds, marketing and communication with Sino-China’s current and potential customers and assistance to Sino-China in locating and participating in relevant industry groups. In return for these services, Sino-China will pay a service fee to Trans Pacific of 85% of Sino-China’s monthly net profits.

Equity Interest Pledge Agreement.

Under the equity interest pledge agreement between Trans Pacific and each of Mr. Cao and Mr. Zhang, Mr. Cao and Mr. Zhang have each pledged all of their equity interest in Sino-China to Trans Pacific to guarantee that Trans Pacific collects technical consulting and service fees from Sino-China. In the event Sino-China, Mr. Cao or Mr. Zhang defaults under the equity interest pledge agreement, Trans Pacific is entitled to contractual remedies, including foreclosing on the pledged equity interests. Mr. Cao and Mr. Zhang have agreed not to transfer or assign the equity interest without prior written approval from Trans Pacific.

Exclusive Equity Interest Purchase Agreement.

The exclusive equity interest purchase agreement among our company, Sino-China, Mr. Cao and Mr. Zhang permits our company to purchase Mr. Cao’s and Mr. Zhang’s equity interests in Sino-China, to the extent allowed under PRC laws. The agreement also prohibits Mr. Cao and Mr. Zhang from transferring any portion of their equity interests to anyone other than us. We have the exclusive authority to exercise the right to purchase these shares, subject to compliance with PRC laws.

Proxy Agreement

Pursuant to the proxy agreement among our company, Sino-China, Mr. Cao and Mr. Zhang, Mr. Cao and Mr. Zhang have agreed to entrust their rights to exercise their voting power to the person(s) appointed by our company.

U SE OF PROCEEDS

After deducting the estimated underwriting discount and offering expenses payable by us, we expect to receive net proceeds of approximately $[______] from this offering if the minimum offering is sold and $[______] if the maximum offering is sold.

We intend to use the net proceeds of this offering as follows, and we have ordered the specific uses of proceeds in order of priority. We do not expect that our priorities for fund allocation would change if the amount we raise in this offering exceeds the size of the minimum offering but is less than the maximum offering. To the extent we raise an amount between the maximum offering and the minimum offering, we expect to utilize our offering proceeds in order of such priority.

Maximum Offering

Minimum Offering

Description of Use

Dollar

Amount

Percentage of

Net Proceeds

Dollar

Amount

Percentage of

Net Proceeds

Organization of our company and creation of contractual arrangements among our company, Sino-China and Trans Pacific

[______ ]

[______]

[______ ]

[______]

Establish local branches in 15 to 35 main ports in China

[______ ]

Sarbanes-Oxley Compliance

[______ ]

Marketing of company across China, United States and internationally

[______ ]

Develop information exchange system

[______ ]

Train staff

[______ ]

Fixed asset purchase

[______ ]

Miscellaneous expenses

[______ ]

Totals

[______ ]

100

[______ ]

100

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future. Any future determination relating to our dividend policy will be made at the discretion of our Board of Directors and will depend on a number of factors, including future earnings, capital requirements, financial conditions and future prospects and other factors the Board of Directors may deem relevant. Payments of dividends by Trans Pacific to our company are subject to restrictions including primarily the restriction that foreign invested enterprises may only buy, sell and/or remit foreign currencies at those banks authorized to conduct foreign exchange business after providing valid commercial documents.

EXCHANGE RATE INFORMATION

Our business is primarily conducted in China and all of our revenues are denominated in RMB. However, periodic reports made to shareholders will include current period amounts translated into U.S. dollars using the then current exchange rates, for the convenience of the readers. The conversion of RMB into U.S. dollars in this prospectus is based on the noon buying rate in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York. Unless otherwise noted, all translations from RMB to U.S. dollars and from U.S. dollars to RMB in this prospectus were made at a rate of RMB7.6155 to $1.00, the noon buying rate in effect as of June 30, 2007. We make no representation that any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB, as the case may be, at any particular rate, or at all. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade. Our company does not currently engage in currency hedging transactions.

The following table sets forth information concerning exchange rates between the RMB and the U.S. dollar for the periods indicated.

	Noon Buying Rate (RMB per US Dollar)
Period	Period-End		Average ⁽¹⁾		Low		High
2002		8.2800		8.2770		8.2800		8.2669
2003		8.2767		8.2772		8.2800		8.2765
2004		8.2765		8.2768		8.2771		8.2765
2005		8.0702		8.1940		8.0702		8.2765
2006		7.8041		7.9723		7.8041		8.0702
2007		7.2946		7.5806		7.2946		7.8127
2008 ⁽²⁾		7.2700		7.2728		7.2625		7.2946

⁽¹⁾	Annual averages are calculated using the average of month-end rates of the relevant year.
⁽²⁾	2008 figures are through January 10, 2008.

D ILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share and the pro forma net tangible book value per share after the offering. Dilution results from the fact that the per share offering price is substantially in excess of the book value per share attributable to the existing shareholders for our presently outstanding shares. Our net tangible book value attributable to common stockholders at [______] was $[______] or $[______] per share. Net tangible book value per share as of [______] represents the amount of total tangible assets less goodwill, acquired intangible assets net, and total liabilities, divided by the number of shares outstanding.

If the minimum offering is sold, we will have [______] shares outstanding upon completion of the offering. Our post offering pro forma net tangible book value, which gives effect to receipt of the net proceeds from the offering and issuance of additional shares in the offering, but does not take into consideration any other changes in our net tangible book value after [______], will be approximately $[______] or $[______] per share. This would result in dilution to investors in this offering of approximately $[______] per share or approximately [______]% from the offering price of $[______] per share. Net tangible book value per share would increase to the benefit of present stockholders by $[______] per share attributable to the purchase of the shares by investors in this offering.

If the maximum offering is sold, we will have [______] shares outstanding upon completion of the offering. Our post offering pro forma net tangible book value, which gives effect to receipt of the net proceeds from the offering and issuance of additional shares in the offering, but does not take into consideration any other changes in our net tangible book value after [______], will be approximately $[______] or $[______] per share. This would result in dilution to investors in this offering of approximately $[______] per share or approximately [______]% from the offering price of $[______] per share. Net tangible book value per share would increase to the benefit of present shareholders by $[______] per share attributable to the purchase of the shares by investors in this offering.

The following table sets forth the estimated net tangible book value per share after the offering and the dilution to persons purchasing shares based on the foregoing minimum and maximum offering assumptions.

	Minimum Offering ⁽¹⁾		Maximum Offering ⁽²⁾
Per share offering price	$	[______ ]	$	[______ ]
Net tangible book value per share before the offering (unaudited)	$	[______ ]	$	[______ ]
Increase per share attributable to payments by new investors	$	[______ ]	$	[______ ]
Pro forma net tangible book value per share after the offering	$	[______ ]	$	[______ ]
Dilution per share to new investors	$	[______ ]	$	[______ ]

⁽¹⁾	Assumes gross proceeds from offering of [______] shares.

⁽²⁾	Assumes gross proceeds from offering of [______] shares.

Comparative Data

The following charts illustrate our pro forma proportionate ownership. Upon completion of the offering under alternative minimum and maximum offering assumptions, of present shareholders and of investors in this offering, compared to the relative amounts paid and comparative to our capital by present shareholders as of the date the consideration was received and by investors in this offering, assuming no changes in net tangible book value other than those resulting from the offering.

Shares Purchased

Total Consideration

Average Price Per Share

Minimum Offering

Amount

Percent

Amount

Percent

Existing stockholders

1,800,000

[______]

[______ ]

New investors

[______ ]

[______]

[______ ]

Total

[______ ]

100.0

[______ ]

Shares Purchased

Total Consideration

Average Price

Per Share

Maximum Offering

Amount

Percent

Amount

Percent

Existing stockholders

1,800,000

[______]

[______ ]

New investors

[______ ]

[______]

[______ ]

Total

[______ ]

100.0

[______ ]

SELECTED HISTORICAL AND UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL AND OPERATING DATA

You should read the following selected financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes included elsewhere in this prospectus. The selected statements of operations data are for the fiscal years ended June 30, 2006 and 2007. The selected balance sheet data set forth below, are as of June 30, 2006 and 2007. This selected financial data is derived from our consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto which are included elsewhere in this prospectus.

	For the year ended June 30,						For the three months ended September 30,(Unaudited)
	2007			2006			2007
Total Sales	$	10,090,879		$	8,924,786		$	3,987,945
Income from Operations		1,260,918			616,111			364,781
Income before Non-Controlling Interest in Income ⁽¹⁾		1,144,752			556,481			202,503
Non-Controlling Interest in Income ⁽¹⁾		(1,042,367	)		(266,430	)		(117,846	)
Net Income		102,385			290,051			84,657
Pro Forma Basic Earnings per Share (before Non-Controlling Interest in Income) ⁽¹⁾		0.64			0.31			0.11
Basic Earnings per Share		0.06			0.16			0.05
Diluted Earnings per Share		0.06			0.16			0.05

	June 30,				September 30, (Unaudited)
	2007		2006		2007
Total Assets	$	3,752,561	$	1,805,673	$	8,505,738
Total Current Liabilities		1,788,748		1,257,348		6,317,017
Long-term Liabilities		-		-		-
Net Assets		1,963,813		548,325		2,188,721
Capital Stock		1,880		1,880		1,880

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our audited historical consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

Overview

We are one of the largest shipping agency service providers for foreign ships coming to China ports, apart from two state owned companies, Penavico and Sinoagent.

Our company, previously known as Sino-Global-Shipping (America) Ltd., was incorporated in New York in February 2001. On September 18, 2007, we amended the Article of Incorporation and Bylaws to merge into a new corporation with the current name of Sino-Global Shipping America, Ltd., in Virginia.

Our principal geographic market is in the PRC. As PRC laws and regulations prohibit or restrict foreign ownership of shipping agency service businesses, we operate our business in the PRC through Sino-China, a PRC limited liability company wholly owned by our founder and Chief Executive Officer, Cao Lei, and Chief Financial Officer, Zhang Mingwei, both of whom are PRC citizens. Sino-China holds the licenses and permits necessary to provide shipping services in the PRC. Headquartered in Beijing with five branches in Ningbo, Qingdao, Tianjin, Qinhuangdao and Fangchenggang, Sino-China provides general shipping agency services in 76 ports in China and serves as a local shipping agent in each of these five port cities. For the ports where it does not have a local license, Sino-China appoints a local agent for its local shipping agency service businesses.

On November 13, 2007, we formed our wholly foreign-owned enterprise, Trans Pacific, in Beijing. Trans Pacific and Sino-China do not have a parent-subsidiary relationship. Instead, each of Trans Pacific and us has contractual arrangements with Sino-China and its shareholders that enable us to substantially control Sino-China. See “Our Corporate Structure - Contractual Arrangements with Sino-China and its Shareholders.”

We have grown significantly in the last two years. Our total revenues increased from approximately $8.92 million in 2006 to approximately $10.09 million in 2007 and to approximately $3.99 million for the three months ended September 30, 2007. In 2006, 2007 and the three months ended September 30, 2007, we recorded consolidated net income of $0.56 million, $1.14 million and $0.20 million, respectively.

Revenues

For the year ended June 30, 2007 and for the three months ended September 30, 2007, our total revenues amounted to approximately $10.09 million and $3.99 million, respectively. Our total revenues are net of PRC business taxes and related surcharges. Sino-China’s revenues are subject to a 5% business tax as well as an additional 0.5% surcharge after deducting the costs of services. We deduct these amounts from our gross revenues to arrive at our total revenues.

We charge the shipping agency fees in two ways: (1) the fixed fees are predetermined with a customer, and (2) the cost-plus fees are calculated based on the actual costs incurred plus a mark up. We generally require payments in advance from customers and bill them the balances within 30 days after the transactions are completed.

The most significant factors that directly or indirectly affect our shipping agency service revenues are:

the number of ships we provide port loading/discharging services;

the size and types of ships we serve;

the rate of service fees we charge;

the number of ports at we provide services; and

the number of customers we serve.

Historically, our services have primarily been driven by the increase in the number of ships and customers, provided that the rate of service fees is determined by market competition. We believe that an increase in the number of ports served generally leads to an increase in the number of ships and customers. We expect that we will continue to earn a substantial majority of our revenues from our shipping agency services. As a result, we plan to continue to focus most of our resources on expanding our business covering more ports in the PRC.

Operating Costs and Expenses

Our operating costs and expenses consist of cost of services, general and administrative expenses, selling expenses and other expenses. Our total operating costs and expenses have declined as a percentage of our total revenues from 2006 to 2007 due to economies of scale and the revenue growth we have achieved. However, the costs and expenses have increased as a percentage of total revenues from the three months ended September 30, 2007, because of an increase in cost of services, resulting from increased port charges in that period. The following table sets forth the components of our costs and expenses both in absolute amount and as a percentage of total net revenues for the periods indicated. All dollar figures in the following are presented in thousands of dollars.

	For the years ended June 30,								For the three months ended September 30,
	2007				2006				2007				2006
	$		%		$		%		$		%		$		%
									(Unaudited)				(Unaudited)
Revenues		10,091		100.00		8,925		100.00		3,988		100.00		2,512		100.00

Costs and expenses
Costs of services		7,510		74.42		6,391		71.61		3,247		81.42		1,821		72.50
General and administrative expenses		1,165		11.55		1,715		19.22		327		8.2		254		10.11
Selling expense		154		1.52		193		2.16		49		1.23		42		1.67
Other costs		1		0.01		10		0.11		0		0.00		1		0.04
Total costs and expenses		8,830		87.50		8,309		93.10		3,623		90.85		2,118		84.32

Costs of Services. Costs of services represent the expenses incurred in the periods when a ship docks in a harbor to load and unload cargo. We typically pay the costs of services on behalf of our customers. Our costs of services could also increase if the ports were to raise their charges.

General and Administrative Expenses. Our general and administrative expenses primarily consist of salaries and benefits for our staff, both operating and administrative personnel, depreciation expenses, office renting expenses and expenses for legal, accounting and other professional services. We expect to incur additional general and administrative expenses as we expand our operations and become a publicly listed company in the United States.

Selling Expenses. Our selling expenses primarily consist of commissions and traveling expenses for our operating staff to the ports. We expect that our selling expenses will increase in absolute amount and may increase as a percentage of our total net revenues in the near term, due to the increase in the number of ships to be served and competition in service charges.

Taxation

Because we and Sino-China are incorporated in different jurisdictions, we file separate income tax returns. We are subject to income or capital gains tax in the US. Additionally, dividend payments made by our company are subject to withholding tax in the US.

PRC Enterprise Income Tax

PRC enterprise income tax is calculated based on taxable income determined under PRC GAAP. Sino-China is registered as a PRC domestic company and governed by the Enterprise Income Tax Laws of the PRC. Its taxable incomes are subject to an enterprise income tax rate of 33%. The 5th Session of the 10th National People’s Congress amended the Enterprise Income Tax Law of PRC that became effective on January 1, 2008. The newly amended Enterprise Income Tax Law introduces a wide range of changes which include, but are not limited to, the unification of the income tax rate for domestic-invested and foreign-invested enterprises at 25%. This change will reduce our income tax rate from 33% to 25% in 2008. In addition, according to the amended detailed implementation and administrative rules, the new income tax law will broaden the tax reductions in terms of categories and extents for the domestic companies. We expect the new income tax law will bring with it a positive impact on our company’s net profits in 2008 and onwards.

PRC Business Tax

Revenues from services provided by Sino-China are subject to PRC business tax of 5% and additional surcharges of 0.5%. We pay business tax on gross revenues generated from our shipping agency services minus the costs of services, which are paid on behalf of our customers.

Critical Accounting Policies

We prepare consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). These accounting principles require us to make judgments, estimates and assumptions on the reported amounts of assets and liabilities at the end of each fiscal period, and the reported amounts of revenues and expenses during each fiscal period. We continually evaluate these judgments and estimates based on our own historical experience, knowledge and assessment of current business and other conditions, our expectations regarding the future based on available information and assumptions that we believe to be reasonable.

The selection of critical accounting policies, the judgments and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors that should be considered when reviewing our financial statements. We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition

Revenue comprises the value of charges for the services in the ordinary course of our company’s activities net of disbursements made on behalf of customers. Revenues are recognized from shipping agency services upon completion of services, which generally coincides with the date of departure of the relevant vessel from port. Advance payments and deposits received from customers prior to the provision of services and recognition of the related revenues are presented as current liabilities.

Some contracts are signed with a term that revenues are recognized as a mark up of actual expenses incurred. In a situation where the services are completed but the information on the actual expenses is not available at the end of the fiscal period, we estimate revenues and expenses based on our previous experience of the revenues of the same kind of vessels, port charges on the vessel’s particulars/movement and costs rate of the port. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Accounts Receivable.”

Consolidation of Variable Interest Entities

The agency relationship between our business and its branches are governed by a series of contractual arrangements with which we have substantial control over Sino-China . As such, we believe that Sino-China should be considered as a Variable Interest Entity (“VIE”) because we do not have the characteristics of a controlling financial interest but are the primary beneficiary of Sino-China . We have consolidated the financial positions and operation results of Sino-China into our financial statements under Financial Accounting Standards Board Interpretation No. 46R (“FIN 46R”), “Consolidation of Variable Interest Entities.” All significant inter-company transactions and balances between our financial statements and those of the VIE are eliminated upon consolidation.

Accounts Receivable

Accounts receivable are recognized initially at fair value less allowances for doubtful accounts. We maintain allowances for doubtful accounts for estimated losses resulting from the failure of customers to make required payments in the relevant time period. We review the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectibility of individual balances. In evaluating the collectibility of individual receivable balances, we consider many factors, including the age of the balance, customer’s historical payment history, its current credit-worthiness and current economic trends. The amount of the provision, if any is recognized in the consolidated statement of operations within “General and administrative expenses”. We have determined that an allowance was not required at the balance sheet dates.

We have not historically required an allowance for accounts receivable because our company does not have any significant bad expense. When a client requests our shipping agency services, we communicate with port officials and our service partners and rely on our prior experience for similar vessels with similar needs in the same ports to obtain an estimate for the cost of services. We then calculate our shipping agency fees in two ways: (1) the fixed fees are predetermined with a customer, and (2) the cost-plus fees are calculated based on the actual costs incurred plus a mark up.

We generally obtain advance payment of our shipping agency fees prior to undertaking to provide service to our clients. This significantly reduces the amount of accounts receivable when the shipping agency fees are recognized. To the extent our estimates are insufficient, we bill our clients for the balance to be paid within 30 days.

We use advance payments to pay a number of fees on behalf of our clients before their ships arrive in port, including harbor, berthing, mooring/unmooring, tonnage, immigration, quarantine and tug hire fees. We record the amounts we receive as Advances from Customers and the amounts we pay as Advances to Suppliers. We recognize revenues and expenses once the client’s ship leaves the harbor and the client pays any outstanding amounts. In some cases, a delay in receiving bills will require us to estimate the Service Revenues and Cost of Services in accordance with the rate and formulas approved by the Ministry of Communications. When this happens, we record the difference between Service Revenues (as so recognized) and Advances from Customers as Accounts Receivable and the difference between Cost of Services and Advances to Suppliers as Accounts Payable. To the extent we recognize revenues and costs in this way, our Accounts Receivable and Accounts Payable will reflect this estimation until we receive the bills and information we require to adjust revenues and expenses to reflect our actual Service Revenues and Cost of Services. Any adjustment to actual from the estimated Revenues and Cost of Services recorded has been and is expected to be immaterial.

Property and Equipment

We state property and equipment at historical cost less accumulated depreciation and amortization. Historical cost comprises its purchase price and any directly attributable costs of bringing the assets to its working condition and location for its intended use. We provide for depreciation and amortization in amounts sufficient to expense the related cost of depreciable assets for operations over their estimated useful lives. Depreciation and amortization are calculated on a straight-line basis to write off the cost of assets to their residual values over their estimated useful lives as follows:

Buildings	20 years
Motor vehicles	5-10 years
Furniture and office equipment	3-5 years

We calculate gains and losses on disposals by comparing proceeds with carrying amount of the related assets and include these gains and losses in the consolidated statements of operations. We consider the carrying value of a long-lived asset to be impaired when the anticipated undiscounted cash flow from such asset is less than its carrying value. If impairment is identified, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved or based on independent appraisals. We have determined that there were no impairments at June 30, 2007 and 2006.

Translation of Foreign Currency

Components included in the consolidated financial statements of Sino-China and each of its branches are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). Our functional currency is US dollars while Sino-China uses reporting currency of Renminbi. The consolidated financial statements are presented in US dollars. Foreign currency transactions are translated into the functional currency using the fixed exchange rates. Generally foreign exchange gains and losses resulting from the settlement of such transactions are recognized in the consolidated statements of operations. We translate foreign currency financial statements of Sino-China in accordance with Statement of Financial Accounting Standard (“SFAS”) No. 52, “Foreign Currency Translation”. Assets and liabilities are translated at current exchange rates quoted by the People’s Bank of China on June 30, 2006 and 2007 of RMB7.9956 to $1.00 and RMB7.6155 to $1.00, respectively and related revenues and expenses are translated at average exchange rates in effect during the periods. Resulting translation adjustments are recorded as comprehensive income (loss) which is a separate component included in Non-controlling interest.

Earnings per share

Earnings per share is calculated in accordance with SFAS No. 128, “Earnings Per Share”. Basic earnings per share is computed by dividing net income attributable to holders of common shares by the weighted average number of common shares outstanding during the period. Diluted earnings per ordinary share reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares. Convertible, redeemable preference shares are included in the computation of diluted earnings per ordinary share on an “if-converted” basis, when the impact is dilutive. Contingent exercise price resets are accounted for in a manner similar to contingently issuable shares. Ordinary share equivalents are excluded from the computation of diluted earnings per share if their effects would be anti-dilutive. Earnings per share data has been retroactively adjusted for all periods presented to reflect the recapitalization of our company, as further discussed in Note 11 of the consolidated financial statements. In addition to basic and diluted earnings per share, we have also provided “Pro Forma Basic Earnings per Share (before Non-Controlling Interest in Income)”, which calculates the effect of retroactively consolidating Sino-China’s income with our income. This amount gives effect, on a pro forma basis, to the control agreements between Sino-China and our company, which require Sino-China to provide its net profits to our company.

Results of Operations

The following table sets forth a summary of our consolidated results of operations for the periods indicated. Our business has evolved rapidly since we commenced operations in 2001. Our limited operating history makes it difficult to predict future operating results. We believe that period-to-period comparisons of operating results should not be relied upon as indicative of future performance.

	For the years ended June 30,						For the three months ended September 30,
	2007			2006			2007			2006
	$			$			$			$
							(Unaudited)			(Unaudited)

Revenues		10,090,879			8,924,786			3,987,945			2,512,241

Costs and expenses
Costs of service		(7,509,669	)		(6,391,123	)		(3,247,231	)		(1,821,473	)
General and administrative expenses		(1,165,332	)		(1,714,617	)		(326,713	)		(254,176	)
Selling expense		(153,797	)		(192,825	)		(49,151	)		(42,334	)
Other operating costs		(1,163	)		(10,110	)		(69	)		(755	)
		(8,829,961	)		(8,308,675	)		(3,623,164	)		(2,118,738	)

Operating Income		1,260,918			616,111			364,781			393,503

Loss on disposal of investment		--			(2,491	)		--			--
Other Income (expense), net		22,125			(35,912	)		(24,077	)		(11,484	)
		22,125			(38,403	)		(24,077	)		(11,484	)

Net income before taxes		1,283,043			577,708			340,704			382,019

Income taxes		(138,291	)		(21,227	)		(138,201	)		(40,872	)

Income before non-controlling interest in income		1,144,752			556,481			202,503			341,147
Non-controlling interest in income		(1,042,367	)		(266,430	)		(117,846	)		(290,498	)
Net income		102,385			290,051			84,657			50,649

Three Months Ended September 30, 2007 Compared to Three Months Ended September 30, 2006

Revenues. Our total revenues increased by 58.74% from approximately $2.51 million in the first quarter of 2006 to approximately $3.99 million in the first quarter of 2007. This increase was primarily due to a substantial increase in the number of ships we served. The number of ships that generated revenues for us increased from 36 for the three months ended September 30, 2006, to 79 for the three months ended September 30, 2007, representing an increase of 119.44%. The growth of revenues was not consistent with the increase in the number of ships served because the average charge rate decreased from $54,614 in the first quarter of 2006 to $50,480 in the first quarter of 2007.

Total Operating Costs and Expenses. Our total operating costs and expenses increased by 71.01% from approximately $2.12 million in the first quarter of 2006 to approximately $3.62 million in the first quarter of 2007. This increase was primarily due to increases in our costs of services, and, to a lesser extent, increases in our general and administrative expenses. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Accounts Receivable.”

Cost of Services. Our cost of revenues increased by 78.28% from approximately $1.82 million in the first quarter of 2006 to approximately $3.25 million in the first quarter of 2007. This increase was primarily due to substantial increases in port charges we paid on behalf of the customers. The accelerated increase of 78.28% in cost of services comparing to 58.74% increase in total revenues resulted from increases in port costs.

General and Administrative Expenses . Our general and administrative expenses increased by 28.54% from approximately $0.25 million in the first quarter of 2006 to approximately $0.33 million in the first quarter of 2007. This increase was primarily due to the increases of depreciation expenses of $20,443, car and related expenses of $23,502 and entertainment expenses of $24,025.

Selling Expenses . Our selling expenses increased by 16.10% from $42,334 in the first quarter of 2006 to $49,151 in the first quarter of 2007, due to the increase of commission and travel expenses.

Operating Profit. As a result of the foregoing, we generated an operating profit of approximately $0.36 million in the first quarter of 2007, compared to approximately $0.39 million in the first quarter of 2006. The decrease in operating profits resulted largely from the increase in the costs of services.

Taxation. Our income tax expenses were approximately $0.14 million in the first quarter of 2007, compared to approximately $0.04 million in the first quarter of 2006. The increase in income tax for the first quarter of 2007 was primarily due to increased profits and permanent difference for income tax purposes. Our company had no deferred tax assets in 2007 and 2006.

Net Income. As a result of the foregoing, we had net income before non-controlling interest of approximately $0.20 million in the first quarter of 2007, compared to approximately $0.34 million in the first quarter of 2006. Net incomes after non-controlling interest were approximately $0.08 million and $0.05 million in the first quarters of 2007 and 2006, respectively.

Year Ended June 30, 2007 Compared to Year Ended June 30, 2006

Revenues. Our total revenues increased by 13.07% from approximately $8.92 million in 2006 to approximately $10.09 million in 2007. This increase was primarily due to a substantial increase in the number of ships we served. The number of ships that generated revenues for us increased from 117 for 2006, to 185 for 2007, representing an increase of 58.12%. The growth of revenues was not consistent with the increase of number of ships served because the average charge rate decreased from $76,280 in 2006 to $54,545 in 2007.

Total Operating Costs and Expenses. Our total operating costs and expenses increased by 6.27% from approximately $8.31 million in 2006 to approximately $8.83 million in 2007. This increase was primarily due to increases in our costs of services, and, to a lesser extent, decreases in our general and administrative expenses.

Cost of Services. Our cost of revenues increased by 17.50% from approximately $6.39 million in 2006 to approximately $7.51 million in 2007. This increase complied with the 13.07% increase in revenues considering the 4.99% increase of foreign exchange rate of RMB7.9956 to $1.00 on June 30, 2006 to that of RMB7.6155 to $1.00 on June 30, 2007.

General and Administrative Expenses . Our general and administrative expenses decreased by 32.03% from approximately $1.71 million in 2006 to approximately $1.17 million in 2007. This change was primarily due to the write off of loan receivables of approximately $0.51 million in 2006.

Selling Expenses . Our selling expenses decreased by 20.24% from approximately $0.19 million in 2006 to approximately $0.15 million in 2007, due to the decrease of commission and travel expenses.

Operating Profit. As a result of the foregoing, we generated an operating profit of approximately $1.26 million in 2007, compared to approximately $0.62 million in 2006. Operating profits increased 104.66% largely due to the increase of revenues and decrease in general and administrative expenses.

Taxation. Our income tax expenses were approximately $0.14 million in 2007, compared to approximately $0.02 million in 2006. The increase in income tax in 2007 was primarily due to increased profits and permanent difference for income tax purposes. Our company had no deferred tax assets in 2006 or 2007.

Net Income. As a result of the foregoing, we had net income before non-controlling interest of approximately $1.14 million in 2007, compared to approximately $0.56 million in 2006. Net incomes after non-controlling interest were approximately $0.10 million and $0.29 in 2007 and 2006, respectively.

Liquidity and Capital Resources

Cash Flows and Working Capital

To date, we have financed our operations primarily through cash flows from operations. As of September 30, 2007, we had approximately $0.62 million in cash and cash equivalents, of which approximately $0.39 million was held by Sino-China. As of the same date, we had outstanding debt, bank loans, of $963. Our cash and cash equivalents primarily consist of cash on hand and cash in banks.

The following table sets forth a summary of our cash flows for the periods indicated:

	For the years ended June 30,						For the three months ended September 30,
	2007			2006			2007			2006
	$			$			$			$
							(Unaudited)			(Unaudited)

Net cash provided by operating activities		868,058			719,087			332,810			371,086
Net cash used in investing activities		(911,520	)		(649,955	)		(219,935	)		(361,783	)
Net cash provided by (used in) financing activities		172,719			--			(44,828	)		--
Net increase in cash and cash equivalents		170,065			70,446			90,453			12,783
Cash and cash equivalents at beginning of year		356,026			285,580			526,091			356,027
Cash and cash equivalents at end of year		526,091			356,026			616,544			368,810

Operating Activities

Net cash provided by operating activities decreased to approximately $0.33 million in the first quarter of 2007 from approximately $0.37 million in the first quarter of 2006. This decrease was mainly attributable to several factors, including (i) the non-controlling interest contribution of approximately $0.12 million in the first quarter of 2007 compared to that of approximately $0.29 million incurred in the first quarter of 2006; and (ii) the increase in accounts receivable amounting to approximately $4.31 million. The increase in operating cash flow was partially offset by (i) the net income of approximately $0.08 million in the first quarter of 2007 compared to a net income of approximately $0.05 million incurred in the first quarter of 2006; (ii) the increase in add-back of non-cash expenses, consisting of depreciation expenses of approximately $0.02 million; (iii) the increase in customer deposits of approximately $5.15 million; and (iv) the increase in accrued expenses and other liabilities.

Net cash generated from operating activities increased to approximately $0.87 million in 2007 from approximately $0.72 million in 2006. This increase was primarily due to several factors, including (i) the net income of approximately $0.10 million in 2007 compared to a net income of approximately $0.29 million in 2006; (ii) the non-controlling interest contribution of approximately $1.04 million in 2007 compared to that of approximately $0.27 million incurred in 2006; (iii) the increase in add-back of non-cash expenses, consisting of depreciation expenses of approximately $0.06 million; and (iv) the increase in customer deposits of approximately $0.60 million. The increase in operating cash flow was partially offset by (i) the increase in accounts receivable amounting to approximately $0.80 million; and (ii) the increase in other payables of approximately $0.35 million.

Investing Activities

Net cash used in investing activities decreased from approximately $0.36 million in the first quarter of 2006 to approximately $0.22 million in the first quarter of 2007, primarily due to our purchase of additional fixed assets and the decrease of due from related parties. Net cash used in investing activities increased from approximately $0.65 million in 2006 to approximately $0.91 million in 2007 primarily due to our purchase of additional fixed assets.

Financing Activities

Net cash used in financing activities was approximately $0.04 million in the first quarter of 2007 and there were no financing activities in the first quarter of 2007. This amount is used to pay back the bank loans associated with the credit provided by HSBC in New York. Net cash provided by financial activities was approximately $0.17 million, consisting of approximately $0.54 million used to pay back the bank loans associated with the credit provided by HSBC in New York and approximately $0.23 million provided by the increase of registered capital in Sino-China.

We believe that our current cash and cash equivalents, anticipated cash flow from operations and the proceeds from this offering will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures for at least the next 12 months. We may, however, require additional cash due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our existing cash is insufficient to meet our requirements, we may seek to sell additional equity securities or borrow from banks. We cannot assure you that financing will be available in the amounts we need or on terms acceptable to us, if at all. The sale of additional equity securities, including convertible debt securities, would dilute our shareholders. The incurrence of debt would divert cash from working capital and capital expenditures to service debt obligations and could result in operating and financial covenants that would restrict our operations and our ability to pay dividends to our shareholders. If we are unable to obtain additional equity or debt financing as required, our business, operations and prospects may suffer.

Contractual Obligations and Commercial Commitments

We lease certain office premises under non-cancelable leases. Rent expense under operating leases for the years ended June 30, 2006 and 2007, and for three-month periods ended September 30, 2006 and 2007, were $115,857, $121,777, $31,485 and $35,765, respectively.

Future minimum lease payments under non-cancelable operating leases agreements were as follows:

	Amount
	$
Year ending June 30,

2008		82,000
2009		33,000
2010		6,000
Total		121,000

Other than the contractual obligations set forth above, we did not have any long-term debt obligations, capital (finance) lease obligations or purchase obligations as of June 30, 2007. On December 20, 2007, our company leased additional office premises under a non-cancelable lease which expires on January 13, 2010. Annual rent expense is approximately $293,000, based on the exchange rate on June 30, 2007.

Capital Expenditures

We made capital expenditures of approximately $0.15 million, $0.34 million and $0.22 million in 2006 and 2007 and the first quarter of 2007, respectively, representing 1.70%, 3.40% and 5.48% of our total revenues, respectively. In the past, our capital expenditures were used to purchase cars and computers for our business. Our capital expenditures may increase in the near term as our business continues to grow and as we expand and improve our financial and accounting systems and infrastructure.

Company Structure

We conduct our operations primarily through our wholly-owned subsidiary, Trans Pacific , and our variable interest entity, Sino-China . As a result, our ability to pay dividends and to finance any debt we may incur depends upon dividends paid by Trans Pacific and management fees paid by Sino-China . If Trans Pacific incurs debt on its own behalf in the future, the instruments governing its debt may restrict its ability to pay dividends to us. In addition, Trans Pacific is permitted to pay dividends to us only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, Chinese companies like Trans Pacific are required to set aside at least 10% of their after-tax profit each year to fund a statutory reserve until the amount of the reserve reaches 50% of such entity’s registered capital. Although these statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, these reserve funds are not distributable as cash dividends except in the event of a solvent liquidation of the companies.

Off-Balance Sheet Commitments and Arrangements

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Quantitative and Qualitative Disclosure about Market Risk

Interest Rate Risk

Our exposure to interest rate risk primarily relates to the interest income generated by excess cash invested in demand deposits and liquid investments with original maturities of three months or less. We have not used any derivative financial instruments to manage our interest risk exposure. Interest-earning instruments carry a degree of interest rate risk. We have not been exposed nor do we anticipate being exposed to material risks due to changes in interest rates. However, our future interest income may be lower than expected due to changes in market interest rates.

Foreign Exchange Risk

Our revenues and costs of services are denominated in both Renminbi and U.S. dollars. Recently, there has been significant international pressure on the Chinese government to permit the free floatation of the Renminbi, resulting in an appreciation of the Renminbi against the $ increased from RMB7.9956 to $1.00, RMB7.6155 to $1.00 and RMB7.5108 to $1.00 on June 30, 2006, June 30, 2007, and September 30, 2007, respectively. The continuing increase of the exchange rate of the Renminbi against the U.S. Dollar may have severe impact on our inter-company transactions and balances. While we had a foreign currency translation gain of $36,812 for the year ended June 30, 2007, we suffered a foreign currency translation loss of $15,426 and $21,568 for 2006 and for the first quarter of 2007, respectively. Our future gain or loss on foreign currency translation depend on the trend of Renminbi revaluation, the proportion of cash and cash equivalents depositing in Sino-China and the volume of inter-company transactions.

Recent Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51”, which is effective for annual periods beginning after December 15, 2008. Early adoption is prohibited. The objective of this Statement is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. We are currently assessing the impact of SFAS No. 160; however we do not believe the adoption of this standard will have a material effect on our consolidated financial statements.

In December 2007, the FASB issued SFAS 141 (revised 2007), “Business Combinations”, which is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. This Statement establishes principles and requirements for how the acquirer (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. We are currently assessing the impact of SFAS No. 141R; however we do not believe the adoption of this standard will have a material effect on our consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, “Fair Value Option for Financial Assets and Financial Liabilities”. SFAS No. 159 provides companies with an option to report selected financial assets and liabilities at fair value. SFAS No. 159’s objective is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 requires companies to provide additional information that will help investors and other users of financial statements to more easily understand the effect of our company’s choice to use fair value on its earnings. It also requires entities to display the fair value of those assets and liabilities for which our company has chosen to use fair value on the face of the balance sheet. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of Statement 157. Our company did not early adopt SFAS No. 159. We are currently assessing the impact of SFAS No. 159; however we do not believe the adoption of this standard will have a material effect on our consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. This standard applies under other accounting pronouncements that require or permit fair value measurements, but does not require any new fair value measurements. SFAS No. 157 will become effective for our company in fiscal 2009. We are currently assessing the impact of SFAS No. 157; however, we do not believe the adoption of this standard will have a material effect on our consolidated financial statements.

OUR BUSINESS

General

We are one of the largest providers of shipping agency services in China. As a provider of shipping agent services, we have offices in China in Ningbo, Qingdao, Tianjin, Beijing, Qinhuangdao and Fangchenggang and in the United States in Flushing, New York to coordinate our clients’ shipping needs, including preparing documents, husbanding vessels, working through customs issues, coordinating matters with port authorities, overseeing and settling cargo claims, tracking shipments, recommending trucking, warehousing and complementary services.

We have designed our services to simplify the shipping process for our clients and to keep our clients fully informed about the status of their shipments. To that end, we analyze the information about prospective shipments provided by our clients to determine the most economical and efficient transportation solutions and then leverage our position as a shipping agency to negotiate competitive shipping rates. We also give our clients daily disbursement reports to empower them to monitor and dispute all questionable charges. In addition to allowing clients to monitor disbursements, our Disbursement Department audits all bills provided by ports for unreasonable charges that violate the guidelines issued by China’s Ministry of Communications.

We provide shipping agency services to a variety of vessel sizes and types, including Handysize, Panamax, Capesize, Handysize, Roll-On/Roll-Off (“RORO”), and Very Large Crude Carrier (“VLCC”) class vessels. We have assisted clients with a variety of shipping requirements, including bulk and break-bulk general cargo, vehicle transport and raw materials such as crude oil and oil products and iron, manganese and other metal ores.

Market Background

The evolution of the shipping agency industry has followed that of the shipping industry in general. Prior to the 1980s, China’s shipping agency industry was dominated by a single state-owned shipping agency, Penavico. In 1985, a second shipping agency, Sinoagent, was permitted to provide shipping agency services in China.

We believe that there are approximately 1,400 licensed shipping agencies in China. At present, Penavico and Sinoagent still dominate China’s shipping agency industry, combining to generate approximately 85% of the revenues in the industry. The remaining approved shipping agencies in operation share the remaining 15% of revenues in the industry.

China’s Economic Development

China’s population of approximately 1.3 billion people is expected to grow by roughly 15 million people per year. The country’s gross national product has grown at a rate of approximately 9 percent for more than 25 years, making it the fastest growth rate for a major economy in recorded history. In the same 25-year period, China has moved more than 300 million people out of poverty and quadrupled the average Chinese person’s income. The tremendous potential of this market is noted by the fact that 400 of the world’s largest 500 companies are investing in China.

These development factors have produced a burgeoning consumer goods market, as the spending power and aspirations of consumers rise. In response, industries are consolidating and modern retailers are penetrating second-tier and even some third-tier Chinese cities. The increased availability of and demand for products throughout China has fueled a corresponding growth in the industries that transport goods within China and between China and other countries.

Our Strategy

Our goals are to increase our market share in the PRC shipping agency market and to expand our business to related service areas. We believe we can meet these goals by continuing to focus on the high quality of our personnel, the positive relationships we enjoy with local ports, businesses and agencies and the breadth of services we offer to clients. Key elements of our strategy include the following:

· Increase our market share. We are uniquely positioned as one of the largest Chinese shipping agencies. We believe we have advantages over smaller shipping agencies in terms of infrastructure, administration and services we can offer to clients. As a result, we believe we are able to compete on the basis of service with these smaller agencies. Additionally, because Penavico and Sinoagent control so much more market share in China’s shipping agency industry, we offer an attractive alternative to companies that wish to have a closer working relationship with their shipping agency. In order to continue to increase our market share in China, we will focus on demonstrating to potential clients that typically use the larger shipping agents that we are able to provide a high level of service. Potential customers in the shipping industry are strongly influenced by formal and informal references. We believe that we have the opportunity to expand our market share by providing high levels of customer satisfaction with our current customers so that they continue to use our services and recommend our shipping agency services to other potential customers that wish to ship to China. We have obtained ISO9000 and UKAS certifications from the International Organization for Standardization and the United Kingdom Accreditation Service, respectively, in recognition of the quality of services we provide.

· Establish local branches in additional ports in China. We currently maintain branch offices in five cities in China: Tianjin, Ningbo, Fangchenggang, Qingdao and Qinhuangdao. By having offices in each of these cities, we are able to provide local agency services to our customers who use the commercial ports in these cities. We have found a number of benefits of being able to serve as local agents, including the following advantages:

· We can avoid appointing local agents, which allows us to control the high level of service provided to our customers;

· We can develop strong relationships with local authorities, which allows us to stay abreast of developments in local ports and to make sure our customers have as many advantages possible in working through any complications;

· We can maximize profit for our company by not needing to pay third party shipping agents to serve as local agents for our customers;

· We avoid losing customers to the companies we appoint as local agents or to other competitors that may be able to provide local agent services; and

· We may save our customers money by avoiding duplicative layers of administration.

· React quickly to opportunities to offer new services to our clients. We believe that our company is currently small enough to have close working relationships with our customers. As a result, we believe we encourage our customers to raise any concerns, comments or recommendations for additional services that they would like to see provided with our shipping agency services. We also believe that we are large enough to implement many of these recommendations and strive to offer new services when we feel that the services will benefit our customers.

· Maintain working relationships with third parties in port cities. We currently enjoy good working relationships with a variety of entities that operate in commercial ports, including port authorities, tugboat companies, pilot stations, stevedore companies, customs agencies, shipping agency associations and local government authorities. By increasing the number of ports at which we have branch offices, we believe we can develop positive working relationships in additional port cities for the benefit of our customers. Because success in shepherding shipments through China’s ports may be affected by personal relationships with local personnel, we believe that strong personal relationships in local ports may enable us to enjoy higher loading and discharging rates and decreased port stay periods than if we did not have positive personal relationships in those ports.

· Increase profile of United States operations . Our office in New York currently handles our accounting and marketing. We plan to leverage our presence in the United States to increase the services we are able to offer to our customers, including shipments to and from the United States and English-language customer services from native speakers.

Customers

We currently provide shipping agency services to a variety of international vessels. The majority of our customers are international shipping companies that wish to ship goods to and from China. While one customer accounts for the majority of our revenues, we provide services to a variety of shipping companies.

Our largest customer is Beijing Shou Rong Forwarding Service Co., Ltd, an affiliate of Capital Steel, a large steel company in China. We provide shipping agency services for all vessels carrying iron ore for Capital Steel. Revenues from this company accounted for approximately 52% of our revenues in 2007 and 32% of our revenues in 2006. See “Risk Factors – Our revenues are highly dependent on China’s use of iron ore in general and on a few customers involved in that industry in particular.”

Since 2006, we have also provided a significant amount of shipping agency services to Jardine Shipping Agencies (Hong Kong) Ltd, a member of Jardine Shipping Services, a leading shipping services provider with an extensive network throughout the Asia Pacific. Jardine Shipping Agencies (Hong Kong) Ltd serves as the shipping representative of BHP Billiton Iron Ore Pty Ltd, an Australian company that is one of the largest iron ore providers in the world.

In addition to these companies, we provide shipping agency services to a variety of shipping companies from Greece, Italy, Hong Kong, Australia, Switzerland, Norway, the United States, Thailand and South Korea. We have provided shipping agencies services for vessels carrying bulk and break-bulk cargoes, raw materials, consumer goods, and vehicles.

Our Strengths

We believe that the following strengths differentiate us from our competitors in China’s shipping agency industry:

· Position as one of the largest Chinese shipping agencies . China currently has 76 commercial ports. We have set-up branches in five ports and have contractual agents in the rest. Our company, Penavico and Sinoagent are the only shipping agencies that have agents in all of China’s ports.

· Strength of personnel and administration . Most of our employees have marine business working experience, and all of our managers/chief operators once served in either Penavico or Sinoagent prior to joining our company. With these professionals and experienced staff, we believe that we can provide competitive services to our customers.

· Reputation for reliability and responsiveness to customer requests . Our operators are constantly on duty so that we can respond quickly to any customer’s enquires regardless of any time difference between our customers and us. Our marketing staff also pays regular visits to customers so that we can continually improve our services in response to customer feedback.

· Reputation for financial responsibility . In order to engage in business in China as a shipping agency, we must demonstrate financial responsibility to customers, our business partners, ports and local governmental agencies. We believe our ability to meet our financial obligations has encouraged customers to choose to do business with us and has resulted in the growth of a strong network of service partners in the 76 ports in which we provide shipping agency services.

· Strength of information management system . We consistently collect and update port information from local ports so that we can share current and accurate port information with our clients through our network.

· Quality of services provided to customers . Unlike agencies that provide local agent services in one particular port, we provide our customers with both general agent and local agent services in all of China’s commercial ports. Our general agent services provide our customers with accurate port information, which helps our customers make their way smoothly through loading and discharging cargo. Our local agent services have generally resulted in shorter port stays and faster working rates for our customers’ ships, reducing their overall port charges.

· Positive relationships with third parties in local ports . In local ports, we maintain positive relationships with stevedore companies, pilot stations, towage companies and other local service providers, which helps our customers enjoy faster loading and discharging rates and a smoother berthing and unberthing process.

· Strong network of local shipping agents in ports without branch offices . In addition to having branch offices in five major Chinese commercial ports, we also have a strong network of other shipping agents. Using feedback from customers and our knowledge of the Chinese shipping agency industry, we can compare and select the most competitive agents as our local agents.

Our Challenges

The successful execution of our strategies is subject to certain risks and uncertainties, including those relating to:

· our limited operating history in general and our recent profitability;

· limited funds with which to build a nationwide port network in China, to recruit and retain quality personnel, to advertise our services and to develop new information technology for use in providing shipping agency services;

· the growth of the shipping agency industry in China and the entrance of new Chinese and foreign competitors into the market;

· our ability to respond to competitive pressures; and

· regulatory environment in China.

Please see “Risk Factors” and other information included in this prospectus for a detailed discussion of these risks and uncertainties.

Competition

Our ability to be successful in our industry depends on our ability to compete effectively with companies that may be more well-capitalized than we are or may provide shipping agency services we do not or cannot provide to our customers. While China’s shipping agency industry has a variety of small shipping agencies, our two primary competitors are Penavico and Sinoagent. Both of these companies are state-owned in part and much larger than we are and derive significantly more revenue from shipping agency services in China.

· Penavico . Penavico was formed in 1953, as a state-owned shipping agency affiliated with COSCO. Beginning in 1955, Penavico took over China’s shipping agency business from the foreign agents that previously did business in China and, until 1985, Penavico was the only shipping agency operating in China. Penavico now has more than 80 local agencies and 300 business networks across China. Penavico maintains offices in America, Europe, Japan, Korea, Singapore and Hong Kong. Penavico’s shipping agency business, bulk ships and container ships currently account for approximately 64.5% of China’s market.

· Sinoagent . Sinoagent was formed in 1985 as a specialized subsidiary of Sinotrans Limited Company (“Sinotrans”), a company that provides integrated ocean transportation, land transport, airfreight, warehousing, express services, shipping agency and freight forwarding services. Due to its relationship with Sinotrans, Sinoagent is able to provide a seamless, integrated set of services to its customers.

We believe that Penavico’s and Sinoagent’s primary strengths include the following:

the establishment of a complete port network in mainland China;

the presence of a large base of clients; and

the availability of funding and financial support from state-owned financial institutions.

Regulations on Foreign Exchange

Foreign Currency Exchange . Pursuant to the Foreign Currency Administration Rules promulgated in 1996 and amended in 1997 and various regulations issued by the State Administration of Foreign Exchange (the “SAFE”), and other relevant PRC government authorities, RMB is freely convertible only to the extent of current account items, such as trade related receipts and payments, interests and dividends. Capital account items, such as direct equity investments, loans and repatriation of investment, require prior approval from SAFE or its provincial branch for conversion of RMB into a foreign currency, such as U.S. dollars, and remittance of the foreign currency outside the PRC. Payments for transactions that take place within the PRC must be made in RMB. Unless otherwise approved, PRC companies must repatriate foreign currency payments received from abroad. Foreign-invested enterprises may retain foreign exchange in accounts with designated foreign exchange banks subject to a cap set by SAFE or its local counterpart. Unless otherwise approved, domestic enterprises must convert all of their foreign currency receipts into RMB.

Dividend Distribution . The principal regulations governing divided distributions by wholly foreign-owned enterprises and Sino-foreign equity joint ventures include:

Wholly Foreign-Owned Enterprise Law (1986), as amended;

Wholly Foreign-Owned Enterprise Law Implementing Rules (1990), as amended;

Sino-Foreign Equity Joint Venture Enterprise Law (1979), as amended; and

Sino-Foreign Equity Joint Venture Enterprise Law Implementing Rules (1983), as amended.

Under these regulations, wholly foreign-owned enterprises and Sino-foreign equity joint ventures in the PRC may pay dividends only out of their accumulated profits, if any, as determined in accordance with PRC accounting standards and regulations. Additionally, these foreign-invested enterprises are required to set aside certain amounts of their accumulated profits each year, if any, to fund certain reserve funds. These reserves are not distributable as cash dividends.

Regulation of foreign exchange in certain onshore and offshore transactions . Under recent notices issued by the SAFE, PRC residents are required to register with and receive approvals from SAFE in connection with offshore investment activities. SAFE has stated that the purpose of these notices is to ensure the proper balance of foreign exchange and the standardization of cross-border flow of funds.

In January 2005, SAFE issued a notice stating that SAFE approval is required for any sale or transfer by PRC residents of a PRC company’s assets or equity interests to foreign entities in exchange for the equity interests or assets of the foreign entities. The notice also states that, when registering with the foreign exchange authorities, a PRC company acquired by an offshore company must clarify whether the offshore company is controlled or owned by PRC residents and whether there is any share or asset link between or among the parties to the acquisition transaction.

In April 2005, SAFE issued another notice further explaining and expanding upon the January notice. The April notice clarified that, where a PRC company is acquired by an offshore company in which PRC residents directly or indirectly hold shares, such PRC residents must (i) register with the local SAFE branch regarding their respective ownership interests in the offshore company, even if the transaction occurred prior to the January notice, and (ii) file amendments to such registration concerning any material events of the offshore company, such as changes in share capital and share transfers. The April notice also expanded the statutory definition of the term “foreign acquisition,” making the notices applicable to any transaction that results in PRC residents directly or indirectly holding shares in the offshore company that has an ownership interest in a PRC company. The April notice also provided that failure to comply with the registration procedures set forth therein may result in the imposition of restrictions on the PRC company’s foreign exchange activities and its ability to distribute profits to its offshore parent company.

On October 21, 2005, SAFE issued a new public notice concerning PRC residents’ investments through offshore investment vehicles. This notice took effect on November 1, 2005 and replaces prior SAFE notices on this topic. According to the November 2005 notice:

· any PRC resident that created an off-shore holding company structure prior to the effective date of the November notice must submit a registration form to a local SAFE branch to register his or her ownership interest in the offshore company on or before May 31, 2006;

· any PRC resident that purchases shares in a public offering of a foreign company would also be required to register such shares an notify SAFE of any change of their ownership interest; and

· following the completion of an off-shore financing, any PRC shareholder may transfer proceeds from the financing into China for use within China.

In accordance with the October 2005 notice, on December 12, 2007, Mr. Cao Lei and Mr. Zhang Mingwei obtained appropriate registration from their local SAFE offices.

Employees

As of September 30, 2007, we had 54 employees, 52 of whom were based in China. Of the total, 12 were in management, two were in technical support, five were in sales and marketing, 16 were in financial affairs and administration, and 19 were in operation and disbursement. We believe that our relations with our employees are good. We have never had a work stoppage, and our employees are not subject to a collective bargaining agreement.

DESCRIPTION OF PROPERTY

We currently operate in six facilities throughout China. Our headquarters are located in Beijing. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contractual Obligations and Commercial Commitments.”

Office	Address	Rental Term	Space

Beijing, PRC	Room 1208, Tower D Ye Qing Plaza No. 9 Wangjing (North) Road Chao Yang District Beijing, PRC 100102 Floor 16, Building D YeQing Plaza, No. 9 Wangjing (North) Road Chaoyang District Beijing, PRC 100102	Expires 01/19/2010 Expires 1/13/2010	400 m ² 1558 m ²

Fangchenggang, PRC	2 ^nd Floor, Duty-Free Store Building South Gate of Fangcheng Port Fangcheng, PRC 538001	Long term	200 m ²

Flushing, NY	36-09 Main Street Suite 9C-2 Flushing, New York 11354	Expires 07/31/2009	60 m ²

Ningbo, PRC	Room 1611, Hai Guang Plaza No. 298 Zhong Shan West Road Hai Shu District Ningbo, PRC 315011	Expires 11/01/2008	45 m ²

Qingdao, PRC	Room 2101 Building A, No. 10 Xiang Gang (Middle) Road, Qingdao, PRC 266071	Expires 12/31/2008	186 m ²

Qinhuangdao, PRC	Room Bo203, 18 ^th Floor Jin Yuan International Commercial Building No. 146 He Bei Street, Hai Gang District Qinhuangdao, PRC 0066000	Expires 01/21/2010	127 m ²

Tianjin, PRC	Room A-1905, Tianwei Plaza No. 111 Xin Gang Road Tang Gu District Tianjin, PRC 300456	Expires 12/15/2008	69 m ²

MANA GEMENT

Executive Officers and Directors

The following table sets forth our executive officers and directors, their ages and the positions held by them:

Name	Age	Positions Held	Appointment Year
Mr. Cao Lei	43	Chief Executive Officer and Director	2001
Mr. Zhang Mingwei	54	Chief Financial Officer and Director	2007
Mr. Huang Zhi Kang	30	Vice President	2002
Ms. Liu Si Xia	29	Chief Operating Officer	2003
Mr. Dennis O. Laing	60	Director	2007
Mr. Charles Thomas Burke	74	Director	2007
Mr. Wang Jing	58	Director	2007

Cao Lei. Mr. Cao is our Chief Executive Officer and a Director. Mr. Cao founded Sino-China in 2001 and has been the Chief Executive Officer since that time. Mr. Cao has been Chief Executive officer of our company since its formation. Prior to founding Sino-China, Mr. Cao was a Chief Representative of Wagenborg-Lagenduk Scheepvaart BV, Holland, from 1992-1993, Director of the Penavico-Beijing’s shipping agency from 1987 through 1992, and a seaman for Cosco-Hong Kong from 1984 through 1987. Mr. Cao will receive his EMBA degree in 2008 from Shanghai Jiao Tong University.

Zhang Mingwei . Mr. Zhang has extensive knowledge and experience in accounting from the perspective as an academician and a practicing accountant. Mr. Zhang joined our company as its Chief Executive Officer and a Director in September 2007. He also currently serves as a professor at the School of Accounting at Tianjin University of Finance and Economics, a position he assumed in August 2007. From May 2001 until December 2007, Mr. Zhang was a partner in Baker Tilly China, an international public accounting firm. From July 1994 to June 2003, he served as a Lecturer at Monash University in Australia. Mr. Zhang received a Bachelor’s degree and a Master’s degree in Accounting from Tianjin University of Finance and Economics. He also received a Master’s degree in Commerce from The University of Newcastle. Mr. Zhang is a Certified Management Accountant in Australia.

Huang Zhi Kang . Mr. Huang has served Sino-Global as a Vice President since 2002. From 1999 to 2002, Mr. Huang served in various roles with Sinoagent. Mr. Huang received a bachelor degree in 1999 from Guangxi University.

Liu Si Xia . Ms. Liu has served as our Chief Operating Officer since 2003. From 2000 to 2003, she served as a ship operator for Sky-Sailing Shipping Co., Ltd and World Shipping Group Co., Ltd. Ms. Liu Si Xia received her bachelor degree from Shanghai Maritime University in 2000.

Dennis O. Laing . Mr. Laing has practiced law in Richmond, Virginia for over 30 years. Mr. Laing’s law practice centers upon business and corporate law with special interest in energy, healthcare and technology sectors. Mr. Laing received a bachelor’s degree in government from the University of Virginia and a law degree from the University of Richmond. Mr. Laing currently serves as a director of e-Future Information Technology Inc., an enterprise solutions software and services company that is listed on the NASDAQ Capital Market.

C. Thomas Burke. Mr. Burke currently serves as the Senior Adviser to the President and Chief Executive Officer of Kawasaki Kisen Kaisha (“K” Line America, Inc.), an ocean carrier company with over 400 ships in a fleet serving the world. In 2003, Mr. Burke was elected the Chairman of the National Maritime Security Discussion Agreement, which is composed of 45 members including ocean carriers, terminal operators and operating port authorities. In 1990, President Bush appointed Mr. Burke as a Commissioner of the Panama Canal Study Commission. In 1986, U.S. Secretary of Transportation appointed Mr. Burke to the Saint Lawrence Seaway Development Corporation, Strategic Planning Advisory Committee. In 1998, Mr. Burke served the Regan Administration as Transportation Management Officer, Agency for International Development, U.S. Department of State. In 1976, President Carter appointed Mr. Burke as Special Assistant for International Affairs, Office of the Secretary, U.S. Department of Agriculture. Mr. Burke received a bachelor degree from Northeastern University.

Wang Jing . Mr. Wang currently serves as Chief Economist to China Minsheng Banking Corp., Ltd. and has held this position since December 2002. Mr. Wang was a Chinese Project Advisor for the World Bank from 1990 until 1994. From 1998 through 2000, Mr. Wang was the vice director of Tianjin Security and Futures Supervision Office, in charge of initial public offerings and listing companies. Mr. Wang is an independent director for Tianjin Binhai Energy & Development Co. Ltd., (Shenzhen/ 深圳交易所 : 000695); Tianjin Marine Shipping Co., Ltd. (SSE/ 上海琿券交易所 : 600751); and ReneSola Company (LSE: SOLA). Mr. Wang received a Bachelor degree in Economics from Tianjin University of Finance and Economics.

Executive Compensation

The following table shows the estimated annual compensation paid by us to Mr. Cao Lei, our Chief Executive Officer for the years ended June 30, 2006 and 2007. No other officer had a salary during either of the previous two years of more than $100,000.

Summary Compensation Table

Name and principal position	Year		Salary ($)		Bonus ($)		All Other Compensation ($)		Total ($)
Mr. Cao Lei, Principal Executive Officer		2007	$	141,445		—		—	$	141,445
		2006	$	130,354		—		—	$	130,354

Stock Option Pool

We have authorized the establishment of a pool for stock options for our employees. This pool will contain between [______] and [______] options to purchase our common stock, equal to 10% of the number of shares of our common stock outstanding at the conclusion of this offering. The options will vest at a rate of 20% per year for five years and have an exercise price of the market price of our shares on the date the options are granted. Our Board of Directors and shareholders have approved the adoption of a stock option plan to be implemented following the closing of this offering. We expect to grant options to certain employees as of the closing of this offering; however, we have not yet determined the number of options or the individuals to whom to grant such options. Any options granted as of the closing of this offering will have an exercise price of $[______] per option.

Board of Directors and Board Committees

Our board of directors consists of five members. We expect that all current directors will continue to serve after this offering. The directors will be divided into three classes, as nearly equal in number as the then total number of directors permits. Class I directors shall face re-election at our annual general meeting of shareholders in 2008 and every three years thereafter. Class II directors shall face re-election at our annual general meeting of shareholders in 2009 and every three years thereafter. Class III directors shall face re-election at our annual general meeting of shareholders in 2010 and every three years thereafter.

If the number of directors changes, any increase or decrease will be apportioned among the classes so as to maintain the number of directors in each class as nearly as possible. Any additional directors of a class elected to fill a vacancy resulting from an increase in such class will hold office for a term that coincides with the remaining term of that class. Decreases in the number of directors will not shorten the term of any incumbent director. These board provisions could make it more difficult for third parties to gain control of our company by making it difficult to replace members of the Board of Directors.

We may enter into contracts or transactions in which one or more directors are interested; provided, however that the nature of the interest of any director in any such contract or transaction shall be disclosed by him at or prior to the consideration of the transaction and that the transaction meets the requirements of Virginia Code Section 13.1-691, which provides that such transactions are not voidable due to a director conflict of interest if one of the following three statements is true:

· The material facts of the transaction and the director’s interest were disclosed or known to our board of directors or a committee of our board and our board or committee authorized, approved, or ratified the transaction;

· The material facts of the transaction and the director’s interest were disclosed to the shareholders entitled to vote and they authorized, approved, or ratified the transaction; or

· The transaction was fair to our company.

A general notice or disclosure to the directors or otherwise contained in the minutes of a meeting or a written resolution of the directors or any committee thereof that a director is a shareholder of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

There are no membership qualifications for directors. Further, there are no share ownership qualifications for directors unless so fixed by us in a general meeting.

Currently, three committees have been established under the board: the audit committee, the compensation committee and the nominating committee. The audit committee is responsible for overseeing the accounting and financial reporting processes of our company and audits of the financial statements of our company, including the appointment, compensation and oversight of the work of our independent auditors. The compensation committee of the board of directors reviews and makes recommendations to the board regarding our compensation policies for our officers and all forms of compensation, and also administers our incentive compensation plans and equity-based plans (but our board retains the authority to interpret those plans). The nominating committee of the board of directors is responsible for the assessment of the performance of the board, considering and making recommendations to the board with respect to the nominations or elections of directors and other governance issues. Each of these three committees consists solely of our independent directors: Mr. Laing, Mr. Burke and Mr. Wang.

There are no other arrangements or understandings pursuant to which our directors are selected or nominated.

Board of Directors Observers

In connection with this offering, we have agreed to allow our underwriter to designate two non-voting observers to our Board of Directors until the earlier of the date that:

the investors that purchase shares in this offering beneficially own less than 10% of our outstanding shares; or

the trading price per share is at least $[______] per share for any consecutive 15 trading day period.

Although our underwriter’s observers will not be able to vote, they may nevertheless significantly influence the outcome of matters submitted to the Board of Directors for approval. We have agreed to reimburse the observers for their expenses for attending our Board meetings, subject to a maximum reimbursement of $6,000 per meeting and $12,000 annually per observer. The observers will be required to certify that such travel expenses are not reimbursed by any other party. No other compensation will be paid to the observers. As of the date of this prospectus, Mr. L. McCarthy Downs, III and Mr. Zhu Ming are serving as our underwriter’s observers to our Board of Directors.

We have no other arrangement or understandings pursuant to which any of our other directors are selected or nominated.

Duties of Directors

Under Virginia law, our directors have a fiduciary duty to the company to discharge their duties as directors, including their duties as committee members, in accordance with their good faith business judgment of the best interests of our company.

Director Compensation

All directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified. There are no family relationships among our directors or executive officers. Officers are elected by and serve at the discretion of the Board of Directors. Employee directors do not receive any compensation for their services. Non-employee directors are entitled to receive $2,000 per Board of Directors meeting attended. In addition, non-employee directors are entitled to receive compensation for their actual travel expenses for each Board of Directors meeting attended. These non-employee directors will be required to certify that such travel expenses are not reimbursed by any other party.

Employment Agreements

Sino-China has employment agreements with each of Mr. Cao Lei, Mr. Zhang Mingwei, Mr. Huang Zhi Kang and Ms. Liu Si Xia. These employment agreements provide for employment of each of the employees for one-year terms, currently all expiring on December 31, 2008. Under Chinese law, these employment agreements may only be terminated without cause and without penalty by providing notice of non-renewal one month prior to the date on which the employment agreement are scheduled to expire. If we fail to provide this notice or if we wish to terminate an employment agreement in the absence of cause, then we are obligated to pay the employee one month’s salary for each year we have employed the employee. We are, however, permitted to terminate an employee for cause without penalty to our company, where the employee has committed a crime or the employee’s actions or inactions have resulted in a material adverse effect to us.

Limitation of Director and Officer Liability

Pursuant to our Articles of Incorporation and Bylaws, every director or officer and the personal representatives of the same shall be indemnified and secured harmless out of our assets and funds against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by him or her in or about the conduct of our business or affairs or in the execution or discharge of his or her duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by him in defending (whether successfully or otherwise) any civil proceedings concerning us or our affairs in any court whether in Virginia or elsewhere. No such director or officer will be liable for: (a) the acts, receipts, neglects, defaults or omissions of any other such Director or officer or agent; or (b) any loss on account of defect of title to any of our property; or (c) account of the insufficiency of any security in or upon which any of our money shall be invested; or (d) any loss incurred through any bank, broker or other similar person; or (e) any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgment or oversight on his or her part; or (f) any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers authorities, or discretions of his or her office or in relation thereto, unless the same shall happen through his or her own dishonesty.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable as a matter of United States law.

PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to beneficial ownership of our common stock as of January 10, 2008 and as adjusted to reflect the sale of the shares offered by us in this offering, for each person known by us to beneficially own 5% or more of our common stock, and all of our executive officers and directors individually and as a group. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares shown as beneficially owned by them. The percentage of beneficial ownership is based on 1,800,000 shares outstanding as of January 10, 2008 and [______] shares (minimum offering) and [______] shares (maximum offering) outstanding after completion of this offering. Our major common stockholders’ voting rights will not differ from other common stockholders’ rights. The address of each of the below shareholders is c/o Sino-Global Shipping America, Ltd., 36-09 Main Street, Suite 9C-2, Flushing, New York, 11354.

Name and Address

Title of

Class

Amount of

Beneficial

Ownership

Percentage

Ownership

Before Offering

Percentage

Ownership After

Minimum Offering

Percentage

Ownership After

Maximum Offering

Mr. Cao Lei

common

[______

]

[______

]

[______

]

[______

]

Mr. Chi Tai Shen

common

72,000

4.0

[______

]

[______

]

Mr. Zhu Ming

common

72,000

4.0

[______

]

[______

]

Mr. Zhang Mingwei

common

54,000

3.0

[______

]

[______

]

Mr. Mark A. Harris and Mrs. Roslyn O. Harris ⁽¹⁾

common

[______

]

[______

]

[______

]

[______

]

Mr. Richard E. Watkins and Mrs. Sharon J. Watkins ⁽¹⁾

common

[______

]

[______

]

[______

]

[______

]

Total

1,800,000

100.0

[______

]._%

[______

]._%

⁽¹⁾ Assumes no sale by the shareholder pursuant to the resale registration statement being filed concurrently herewith.

RELATED PARTY TRANSACTIONS

Contractual Arrangements with Sino-China and Its Shareholders

PRC law currently limits foreign equity ownership of shipping agencies. To comply with these foreign ownership restrictions, we operate our business in China through a series of contractual arrangements with Sino-China and its shareholders, Mr. Cao Lei and Mr. Zhang Mingwei. For a description of these contractual arrangements, see “Our Corporate Structure – Contractual Arrangements with Sino-China and Its Shareholders.”

Loan to Mr. Cao Lei

As of September 30, 2007, Mr. Cao Lei, our Chief Executive Officer owed our company an aggregate of $1,251,222. On December 31, 2007, Mr. Cao repaid this indebtedness with funds generated by him selling an aggregate of [______] shares of his common stock in our company to two third-party investors for $1,250,000 (the “Private Sale”) and repaying $1,222 to our company. In connection with the Private Sale, we have agreed to grant the investors in the Private Sale a right to put the acquired shares of common stock to our company in the event that such shares are not registered in accordance with federal and applicable state securities laws within 12 months of the Private Sale. During the term of this put right, we have agreed to place $1,250,000 in an escrow account. To the extent we complete the registration of such shares within 12 months of the Private Sale, the escrow agent will release the funds to our account. In the event we do not register such shares within this time period, the escrow agent will pay the funds to the investors in order to cause our company to purchase the shares of common stock held by the investors for an aggregate payment of $1,250,000.

Relationship with our Underwriter

In connection with this offering, we have agreed to allow our underwriter to designate two non-voting observers to our Board of Directors until the earlier of the date that:

the investors that purchase shares in this offering beneficially own less than 10% of our outstanding shares; or

the trading price per share is at least $[______] per share for any consecutive 15 trading day period.

Mr. Downs, our underwriter’s Senior Vice President, currently serves as one of the underwriter’s observers to our Board of Directors. Our underwriter’s observers may impact the decisions of our Board of Directors. The Corporate Governance Committee of our Board of Directors, which is comprised solely of independent directors, must approve any future transaction with our affiliates.

Future Related Party Transactions

In the future, the Nominating Committee of our Board of Directors must approve all related party transactions. All material related party transactions will be made or entered into on terms that are no less favorable to use than can be obtained from unaffiliated third parties. Related party transactions that we have previously entered into were not approved by independent directors, as we had no independent directors at that time.

DESCRIPTION OF SHARE CAPITAL

Our authorized capital stock consists of 10,000,000 shares of common stock, without par value per share and 1,000,000 shares of preferred stock, without par value per share. As of the date of this prospectus, 1,800,000 shares of common stock are issued and outstanding, and no shares of preferred stock have been issued. The following summary description relating to our capital stock does not purport to be complete and is qualified in its entirety by our Articles of Incorporation and Bylaws.

Common Stock

Holders of common stock are entitled to cast one vote for each share on all matters submitted to a vote of shareholders, including the election of directors. The holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available therefor and subject to any preference of any then authorized and issued preferred stock. See “Dividend Policy.” Such holders do not have any preemptive or other rights to subscribe for additional shares. All holders of common stock are entitled to share ratably in any assets for distribution to shareholders upon the liquidation, dissolution or winding up of our company, subject to any preference of any then authorized and issued preferred stock. There are no conversion, redemption or sinking fund provisions applicable to the common stock. All outstanding shares are fully paid and nonassessable.

Authorization of Blank Check Preferred Stock

Although we are not offering any preferred stock in this offering, our articles of incorporation and bylaws provide that, upon completion of this offering, our board of directors will be authorized to issue, without stockholder approval, blank check preferred stock. Blank check preferred stock can operate as a defensive measure known as a “poison pill” by diluting the stock ownership of a potential hostile acquirer to prevent an acquisition that is not approved by our board of directors.

Limitations on the Right to Own Shares

There are no limitations on the right to own our shares.

Disclosure of Shareholder Ownership

There are no provisions in our Articles of Incorporation and Bylaws governing the ownership threshold above which shareholder ownership must be disclosed.

Changes in Capital

We may from time to time by ordinary resolution increase the share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe. The new shares shall be subject to the same provisions with reference to the payment of calls, lien, transfer, transmission, forfeiture and otherwise as the shares in the original share capital. We may by ordinary resolution:

· consolidate and divide all or any of our share capital into shares of larger amount than our existing shares;

· convert all or any of our paid up shares into stock and reconvert that stock into paid up shares of any denomination;

· in many circumstances, sub-divide our existing shares, or any of them, into shares of smaller amount provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share form which the reduced share is derived; and

· cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

We may by special resolution reduce our share capital and any capital redemption reserve fund in any manner authorized by law.

Stock Options

Our Board of Directors and shareholders have approved the creation of a stock option plan to be implemented following the completion of this offering. This plan will authorize the issuance of up to 10% of the number of shares outstanding after this offering, which will result in a pool of between [______] and [______] options. Pursuant to this plan, we may issue options to purchase our common stock to our employees and directors. The Compensation Committee of the Board of Directors will administer the plan. The options will have exercise prices equal to the fair market value of our common stock on the date of grant. Any options granted as of the closing of this offering will have an exercise price of $[______] per option. In addition, the options will vest over five years (20% per year) and have terms of ten years.

Certain Effects of Authorized but Unissued Stock

Assuming a maximum offering, after this offering, we will have [______] shares of common stock and 1,000,000 shares of preferred stock remaining authorized but unissued. Authorized but unissued shares are available for future issuance without shareholder approval, except where approval is required by applicable requirements of the exchange on which our stock is traded. Issuance of these shares will dilute your percentage ownership in us.

SHARES E LIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock. Future sales of substantial amounts of our common stock in the public market could adversely affect market prices. Upon completion of this offering, we will have outstanding an aggregate of [______] shares of common stock. Of these shares, the [______] shares sold in the offering will be freely tradable without restriction or further registration under the Securities Act, except that any shares purchased by our “affiliates,” as that term is defined in Rule 144 of the Securities Act, may generally only be sold in compliance with the limitations of Rule 144 described below. All other outstanding shares not sold in this offering will be deemed “restricted securities” as defined under Rule 144. Restrictive securities may be sold in the public market only if registered or if they qualify for an exemption from registration under Rule 144. Subject to the lockup agreements described below and the provisions of Rule 144, additional shares will be available for sale in the public market as follows:

Approximate Number of Shares Eligible for Future Sale	Date
[______]	After the date of this prospectus, freely tradable shares sold in this offering.
[______]	After the date of this prospectus, the shares will have been registered upon a separate resale prospectus and will be freely tradable by certain selling shareholders listed in the resale prospectus.
[______]	After _____, 2008, these shares will be automatically released from the underwriter lock-up and will be tradable in compliance with Rule 144.

Rule 144

In general, under Rule 144 as currently in effect, a person, or persons whose shares are aggregated, who has beneficially owned shares of our common stock for least six months, including the holding period of any prior owner, except if the prior owner was one of our affiliates, would be entitled to sell within any three-month period a number of shares that does not exceed the greater of:

1% of the number of shares of our common stock and then outstanding (which will equal approximately [______] shares immediately after this offering); or

the average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about our company.

Rule 144(k)

Under Rule 144(k), a person who is not deemed to have been one of our affiliates at any time during the 90 days preceding a sale, and who has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner except one of our affiliates, is entitled to sell the shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

Lock-Up Agreements

The shares held by our officers and directors are subject to lock-up agreements. These lock-up agreements provide that the shareholder will not offer, sell, contact to sell, grant an option to purchase, effect a short sale or otherwise dispose of or engage in any hedging or other transaction that is designed or reasonably expected to lead to a disposition of shares or any option to purchase shares or any securities exchangeable for or convertible into common stock for a period of 190 days after the date of this prospectus. Though these shares may be eligible for earlier sale under the provisions of the Securities Act, of these shares will not be saleable until 190 days after the date of this prospectus as a result of these lock-up agreements.

Registration

We are also concurrently registering for resale under a separate prospectus up to [______] shares of our common stock held by the selling shareholders named under the prospectus. None of the shares is being offered by us, and we will not receive any proceeds from the sale of the shares. See “Related Party Transactions – Loan to Mr. Cao Lei.”

U NDERWRITING

We have engaged Anderson & Strudwick, Incorporated to conduct this offering on a “best efforts, minimum/maximum” basis. The offering is being made without a firm commitment by the underwriter, which has no obligation or commitment to purchase any of our shares. Although they have not formally committed to do so, our affiliates may opt to purchase shares in connection with this offering. To the extent such individuals invest, they will purchase our shares with investment intent and without the intent to resell. Any shares purchased by our affiliates shall contribute to the calculation of whether we achieved our minimum offering. We have not placed limits on the number of shares eligible to be purchased by our affiliates.

Unless sooner withdrawn or canceled by either us or the underwriter, the offering will continue until the earlier of (i) a date mutually acceptable to us and our underwriter after which the minimum offering is sold or (ii) June 1, 2008 (the “Offering Termination Date”). Until the closing of the offering, all proceeds from the sale of the shares will be deposited in escrow with SunTrust Bank (the “Escrow Agent”). Investors must pay in full for all shares at the time of investment. Proceeds deposited in escrow with the Escrow Agent may not be withdrawn by investors prior to the earlier of the closing of the offering or the Offering Termination Date. If the offering is withdrawn or canceled or if the [______] share minimum offering are not sold and proceeds therefrom are not received by us on or prior to the Offering Termination Date, all proceeds will be promptly returned by the Escrow Agent without interest or deduction to the persons from which they are received (within one business day) in accordance with applicable securities laws.

Pursuant to that certain underwriting agreement by and between the underwriter and us, the obligations of the underwriter to solicit offers to purchase the shares and of investors solicited by the underwriter to purchase the common stock are subject to approval of certain legal matters by counsel to the underwriter and to various other conditions which are customary in a transactions of this type, including, that, as of the closing of the offering, there shall not have occurred (a) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the publication of quotations on the NASDAQ Stock Market (National Market System or Capital Market); (ii) a general moratorium on commercial banking activities in the State of New York or China; (iii) the engagement by the United States or China in hostilities which have resulted in the declaration of a national emergency or war if any such event would have a material adverse effect, in the underwriter’s reasonable judgment, as to make it impracticable or inadvisable to proceed with the solicitation of offers to consummate the offering with respect to investors solicited by the underwriter on the terms and conditions contemplated herein.

We have agreed to indemnify the underwriter against certain liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments the underwriter may be required to make in respect of those liabilities.

The underwriter is offering the shares, subject to prior sale, when, as and if issued to and accepted by it, subject to conditions contained in the underwriting agreement, such as the receipt by the underwriter of officers’ certificates and legal opinions. The underwriter reserves the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part. The underwriter intends to offer our shares to its retail customers in states whereby we have qualified the issuance of such shares.

Commissions and Discounts

The underwriter has advised us that it proposes to offer the shares to the public at the initial public offering price on the cover page of this prospectus.

The following table shows the public offering price, underwriting discount to be paid by us to the underwriter and the proceeds, before expenses, to us.

	Per Share			Minimum Offering		Maximum Offering
Public offering price	$	[______	]	$	6,750,000	$	8,750,000
Underwriting discount	$	[______	]	$	472,500	$	612,500
Proceeds to us, before expenses	$	[______	]	$	6,277,500	$	8,137,500

The expenses of this offering, not including the underwriting discount, are estimated at $[______] and are payable by us. The underwriter may offer the shares to certain securities dealers at the public offering price, less a concession not in excess of $[______] per share. The underwriting agreement further provides that the underwriter will receive from us an accountable expense allowance of 1% of the aggregate public offering price of the shares, which allowance amounts to $[______] assuming an offering price of $[______] per share and the closing of a maximum offering.

Underwriter Warrants

We have sold to the underwriter at a price of $0.001 per warrant, underwriter warrants to purchase 10% of the number of shares issued by us or eligible to be sold by the selling shareholders in connection with the offering. The underwriter warrants will be exercisable at 120% the offering price per share for a period of five years and may not be exercised, if at all, until the effectiveness of this registration statement. The underwriter warrants may not be sold, transferred, pledged, assigned or hypothecated for a period of six months after the date of this prospectus, except to officers or partners and stockholders of the underwriter. We have registered the underwriter warrants and the shares of common stock underlying the underwriter warrants in connection with this offering.

For the life of the underwriter warrants, the holders thereof are given, at nominal costs, the opportunity to profit from a rise in the market price of our common stock with a resulting dilution in the interest of other shareholders. Further, the holders may be expected to exercise the underwriter’s warrant at a time when we would, in all likelihood, be able to obtain equity capital on terms more favorable than those provided in the underwriter warrants.

Lock-Up Agreements

Each of our existing shareholders other than (i) Mark A. and Roslyn O. Harris and (ii) Richard E. and Sharon J. Watkins has agreed with us not to sell or otherwise transfer any shares for 190 days after the date of this prospectus. Specifically, we and our shareholders have agreed not to directly or indirectly:

· offer, pledge, sell, contract to sell or otherwise dispose of any shares;

· sell any option or contract to purchase any shares;

· purchase any option or contract to sell any shares;

· grant any option, right or warrant for the sale of any shares, except pursuant to our stock option plan;

· lend or otherwise dispose of or transfer any shares;

· request or demand that we file a registration statement related to any of our shares;

· enter into any swap or other agreement that transfers, in whole or in part, the economic consequences of ownership of any shares whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise.

These lock-up agreements apply to our common stock and to securities convertible into, or exchangeable or exercisable for, or repayable with, our common stock. It also applies to our common stock owned now acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition.

Market and Pricing Considerations

There is not an established market for our common stock. We negotiated with our underwriter to determine the offering price of our shares in this offering using a multiple of [______] times our trailing net income for [______]months ended [______]. Noting past offerings completed by our underwriter, we believe that this multiple approximates the valuation multiples utilized in similar offerings for similarly-sized companies.

In addition to prevailing market conditions, the factors considered in determining the applicable multiples were:

The history of, and the prospects for, our company and the industry in which we compete;

An assessment of our management, its past and present operation, and the prospects for, and timing of, our future revenues;

The present state of our development; and

The factors listed above in relation to market values and various valuation measures of other companies engaged in activities similar to ours.

Using an average of the valuation based upon trailing net income for 2007, we calculated an approximate enterprise value of $[______]. This resulted in a per share price of $[______], based on 1,800,000 shares issued and outstanding prior to this offering. We have used this price in connection with this offering.

An active trading market for our common stock may not develop. It is possible that after this offering the shares will not trade in the public market at or above the initial offering price.

Discretionary Shares

The underwriter will not sell any shares in this offering to accounts over which it exercises discretionary authority, without first receiving written consent from those accounts.

Listing on the NASDAQ Capital Market

We have applied to list our common stock on the NASDAQ Capital Market under the symbol “SINO.” As this offering is a best-efforts offering, the NASDAQ Capital Market has indicated that it is unable to admit our common stock for listing until the completion of the offering and, consequently, the satisfaction of NASDAQ Capital Market listing standards. If so admitted, we expect our common stock to begin trading on the NASDAQ Capital Market on the day following the closing of this offering. If our common stock is eventually listed on the NASDAQ Capital Market, we will be subject to continued listing requirements and corporate governance standards. We expect these new rules and regulations to significantly increase our legal, accounting and financial compliance costs.

Price Stabilization, Short Positions and Penalty Bids

In order to facilitate the offering of the shares, the underwriter may engage in transactions that stabilize, maintain or otherwise affect the price of our common stock. Specifically, the underwriter may sell more shares than it is obligated to purchase under the underwriting agreement, creating a naked short position. The underwriter must close out a covered short sale by purchasing shares in the open market. A naked short position is more likely to be created if the underwriter is concerned that there may be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering. As an additional means of facilitating the offering, the underwriters may bid for, and purchase, shares in the open market to stabilize the price of the common stock. These activities may raise or maintain the market price of our common stock above independent market levels or prevent or retard a decline in the market price of the shares. The underwriter is not required to engage in these activities, and may end any of these activities at any time.

We and the underwriter have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

LEG AL MATTERS

Certain matters related to the offer and sale of the shares under U.S. law, including Virginia state law and federal securities law, will be passed on for both the underwriter and our company by Kaufman & Canoles, P.C., Richmond, Virginia. Certain legal matters relating to the offering as to Chinese law will be passed upon for us by Kang Da Law Office, 703 CITIC Building, Jinguomenwai Street, Beijing, People’s Republic of China.

E XPERTS

Consolidated financial statements as of June 30, 2007 and 2006, and for the years then ended appearing in this prospectus, have been included herein and in the registration statement in reliance upon the report of Friedman LLP, an independent registered public accounting firm, appearing elsewhere herein, and upon the authority of that firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form SB-2 under the Securities Act of 1933 with respect to our common stock offered by this prospectus. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information regarding us and our common stock offered hereby, please refer to the registration statement and the exhibits filed as part of the registration statement.

In addition, we file periodic reports with the SEC, including quarterly reports and annual reports which include our audited financial statements. This registration statement, including exhibits thereto, and all of our periodic reports may be inspected without charge at the Public Reference Room maintained by the SEC at 100 F Street, NE, Washington, D.C. 20549. You may obtain copies of the registration statement, including the exhibits thereto, and all of our periodic reports after payment of the fees prescribed by the SEC. For additional information regarding the operation of the Public Reference Room, you may call the SEC at 1-800-SEC-0330. The SEC also maintains a website which provides on-line access to reports and other information regarding registrants that file electronically with the SEC at the address: http://www.sec.gov.

EXPENSES RELATING TO THIS OFFERING

The following table sets forth the main estimated expenses in connection with this offering, other than the underwriting discounts, expenses and commissions, which we will be required to pay. All amounts are estimated, except the SEC registration fee, the NASDAQ listing fee and the FINRA filing fee.

SEC registration fee	$	467.27
FINRA filing fee		1,688.96
NASDAQ listing fee		50,000.00
Blue Sky Fees		[______	]
Legal fees and expenses for Chinese counsel		[______	]
Legal fees and expenses for U.S. counsel		[______	]
Accounting fees and expenses		[______	]
Printing fees		[______	]
Other fees and expenses		[______	]
Total	$	[______	]

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

TABLE OF CONTENTS

Prospectus Summary			1
Risk Factors			6
Forward-Looking Statements			18
Our Corporate Structure			19
Use of Proceeds			23
Dividend Policy			24
Exchange Rate Information			25
Dilution			26
Selected Historical and Unaudited Pro Forma Condensed Consolidated Financial and Operating Data			28
Management’s Discussion and Analysis of Financial Condition and Results of Operations			29
Our Business			39
Description of Property			45
Management			46
Principal Shareholders			50
Related Party Transactions			51
Description of Share Capital			52
Shares Eligible for Future Sale			54
Underwriting			55
Legal Matters			58
Experts			58
Where You Can Find More Information			58
Expenses Relating to this Offering			58
Index to Financial Statements			F-1

Until _____, 2008 (90 days after the commencement of this offering), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

SINO-GLOBAL SHIPPING AMERICA, LTD.

Common Stock

[______] Share Minimum

[______] Share Maximum

Prospectus

Anderson & Strudwick,

Incorporated

SINO-GLOBAL SHIPPING AMERICA, LTD. AND AFFILIATE

INDEX TO F INANCIAL STATEMENTS

	PAGE
CONSOLIDATED FINANCIAL STATEMENTS:

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheets as of June 30, 2007, 2006 and as of September 30, 2007 (unaudited)	F-3

Consolidated Statements of Operations for the Years Ended June 30, 2007, 2006 and for the Three Months Ended September 30, 2007 (unaudited) and 2006 (unaudited)	F-4

Consolidated Statements of Cash Flows for the Years Ended June 30, 2007, 2006 and for the Three Months Ended September 30, 2007 (unaudited) and 2006 (unaudited)	F-5

Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended June 30, 2007, 2006 and for the Three Months Ended September 30, 2007 (unaudited)	F-6

Notes to the Consolidated Financial Statements	F-7

F-1

SINO-GLOBAL SHIPPING AMERICA, LTD. AND AFFILIATE

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

Sine-Global Shipping America, Ltd.

We have audited the accompanying consolidated balance sheets o f Sino-Global Shipping America, Ltd. and Affiliate as of June 30, 2007 and 2006, and the consolidated related statements of operations, cash flows and shareholders' equity for the years then ended. Sine-Global Shipping America, Ltd.'s management is responsible for these consolidated financial sta tements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Sino-Global Shipping America, Ltd. and Affiliate as of June 30, 2007 and 2006, and the consolidated results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Friedman LLP

New York, New York

December 31, 2007

F-2

SINO-GLOBAL SHIPPING AMERICA, LTD. AND AFFILIATE

CONSOLIDATED BALANCE SHEETS

			June 30,				September 30,
	Note		2007		2006		2007
			$		$		$
							(Unaudited)

Assets
Current assets
Cash and cash equivalents				526,091		356,026		616,544
Advances to suppliers		3		586,641		278,957		2,264,641
Accounts receivable				739,943		130,004		3,444,750
Other receivables		9		169,970		134,751		264,176
Prepaid expenses and other current assets		4		12,976		9,913		12,277
Due from related party		5		1,249,722		681,126		1,251,222
Total current assets				3,285,343		1,590,777		7,853,610

Property and equipment, net		6		467,218		214,896		652,128
Total Assets				3,752,561		1,805,673		8,505,738

Liabilities and Shareholders’ Equity
Current liabilities
Loans payable, bank		7		45,791		100,000		963
Advances from customers		3		717,007		494,202		3,141,520
Accounts payable				861,562		212,168		2,777,063
Accrued expenses		8		59,490		35,313		59,221
Income tax payable				11,987		684		119,474
Other current liabilities		9		92,911		414,981		218,776
Total Liabilities				1,788,748		1,257,348		6,317,017

Commitments		10

Shareholders’ equity
Capital stock		11		1,880		1,880		1,880
Retained earnings				475,405		373,020		560,062
Non-controlling interest		12		1,486,528		173,425		1,626,779
				1,963,813		548,325		2,188,721

Total Liabilities and Shareholders’ Equity				3,752,561		1,805,673		8,505,738

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

F-3

SINO-GLOBAL SHIPPING AMERICA, LTD. AND AFFILIATE

CONSOLIDATED STATEMENTS OF OPERATIONS

			For the years ended June 30,						For the three months ended September 30,
	Note		2007			2006			2007			2006
			$			$			$			$
									(Unaudited)			(Unaudited)

Revenues				10,090,879			8,924,786			3,987,945			2,512,241

Costs and expenses
Costs of services				(7,509,669	)		(6,391,123	)		(3,247,231	)		(1,821,473	)
General and administrative expense				(1,165,332	)		(1,714,617	)		(326,713	)		(254,176	)
Selling expense				(153,797	)		(192,825	)		(49,151	)		(42,334	)
Other operating costs				(1,163	)		(10,110	)		(69	)		(755	)
				(8,829,961	)		(8,308,675	)		(3,623,164	)		(2,118,738	)

Operating Income				1,260,918			616,111			364,781			393,503

Loss on disposal of investment		13		-			(2,491	)		-			-
Other income (expense), net		14		22,125			(35,912	)		(24,077	)		(11,484	)
				22,125			(38,403	)		(24,077	)		(11,484	)

Net income before taxes				1,283,043			577,708			340,704			382,019

Income taxes		15		(138,291	)		(21,227	)		(138,201	)		(40,872	)

Income before non-controlling interest in income				1,144,752			556,481			202,503			341,147

Non-controlling interest in income				(1,042,367	)		(266,430	)		(117,846	)		(290,498	)

Net income				102,385			290,051			84,657			50,649

Earnings per share		11
-Basic				0.06			0.16			0.05			0.03
-Diluted				0.06			0.16			0.05			0.03

Shares used in computation
-Basic				1,800,000			1,800,000			1,800,000			1,800,000
-Diluted				1,800,000			1,800,000			1,800,000			1,800,000

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

F-4

SINO-GLOBAL SHIPPING AMERICA, LTD. AND AFFILIATE

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the years ended June 30,						For the three months ended September 30,
	2007			2006			2007			2006
	$			$			$			$
							(Unaudited)			(Unaudited)

Operating Activities

Net income		102,385			290,051			84,657			50,649
Adjustment to reconcile net income to net cash provided by operating activities
Depreciation		90,602			31,644			33,526			13,083
Non-controlling interest in income		1,042,367			266,430			117,845			290,498
Changes in assets and liabilities
Increase in advances to suppliers		(307,684	)		(118,371	)		(1,678,000	)		237,983
Increase (decrease) in accounts receivable		(609,939	)		573			(2,704,807	)		(165,282	)
Increase in other receivables		(35,219	)		(95,078	)		(94,206	)		(2,346	)
Decrease (increase) in prepaid expenses and other current assets		(3,063	)		4,490			699			5,885
Increase (decrease) in advances from customers		222,805			219,158			2,424,513			(79,072	)
Increase in accounts payable		649,394			59,556			1,915,501			92,641
Increase (decrease) in accrued expenses		24,177			17,389			(269	)		39,911
Increase (decrease) in income taxes payable		11,303			(213	)		107,487			(684	)
(Decrease) increase in other current liabilities		(322,070	)		43,458			125,865			(112,178	)

Net cash provided by operating activities		865,058			719,087			332,811			371,088

Investing Activities
Acquisitions of property and equipment		(342,924	)		(151,829	)		(218,436	)		(116,286	)
Due from related party		(568,596	)		(498,126	)		(1,500	)		(245,498	)

Net cash used in investing activities		(911,520	)		(649,955	)		(219,936	)		(361,784	)

Financing Activities
Loans payable, bank		(54,209	)		-			(44,828	)		-
Capital Contribution of non-controlling interest		226,928			-			-			-

Net cash provided by (used in) financing activities		172,719			-			(44,828	)		-

Effect of exchange rate change in cash		43,808			1,314			22,406			3,480

Net increase in cash and cash equivalents		170,065			70,446			90,453			12,784

Cash and cash equivalents at beginning of period		356,026			285,580			526,091			356,026

Cash and cash equivalents at end of period		526,091			356,026			616,544			368,810

Supplemental cash flows disclosures
Interest paid		10,019			6,579			543			3,051
Income taxes paid		134,870			24,562			30,814			4,960

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

F-5

SINO-GLOBAL SHIPPING AMERICA, LTD. AND AFFILIATE

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

	Common stock		Retained earnings		Non- controlling Interest			Total
	$		$		$			$

Balance as of July 1, 2005		1,880		82,969		(94,524	)		(9,675	)
Net income		-		290,051		-			290,051
Increase in Non-controlling interest		-		-		267,949			267,949
Balance as of June 30, 2006		1,880		373,020		173,425			548,325

Net income		-		102,385		-			102,385
Increase in Non-controlling interest		-		-		1,313,103			1,313,103
Balance as of June 30, 2007		1,880		475,405		1,486,528			1,963,813

Net income		-		84,657		-			84,657
Increase in Non-controlling interest		-		-		140,251			140,251
Balance as of September 30, 2007(unaudited)		1,880		560,062		1,626,779			2,188,721

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

F-6

SINO-GLOBAL SHIPPING AMERICA, LTD. AND AFFILIATE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. BACKGROUND INFORMATION OF ORGANIZATION AND BUSINESS

Sino-Global Shipping America, Ltd. (the “Company”), previously known as Sino-Global-Shipping (America) Ltd., was incorporated under section 402 of the Business Corporation Laws of the United States of America in New York on February 2, 2001.

On September 18, 2007, the Company amended the Article of Incorporation and Bylaws to merge into a new Corporation, Sino-Global Shipping America, Ltd. in Virginia.

The Company’s principal geographic market is in the People’s Republic of China (“PRC”). As PRC laws and regulations prohibit or restrict foreign ownership of shipping agency service businesses, the Company provides its services in the PRC through Sino-Global Shipping Agency Ltd. (“Sino-China”), a Chinese legal entity, which holds the licenses and permits necessary to operate shipping services in the PRC. Sino-China is located in Beijing and has branches in Ningbo, Qingdao, Tianjin, Qinhuangdao and Fangchenggang. Sino-China holds four local shipping service licenses in China to serve as a local shipping agent in Ningbo, Qingdao, Tianjin, and Fangchenggang. Sino-China has applied for a local shipping agent license in Qinhuangdao. The Company provides general shipping agency services in 76 ports in China.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The agency relationship between the Company and Sino-China and its branches is governed by a series of contractual arrangements pursuant to which the Company has substantial control over Sino-China. As such, management has determined that Sino-China is a Variable Interest Entity (“VIE”) and the Company is the primary beneficiary of Sino-China. The financial position and results of operations of Sino-China have been consolidated in accordance with Financial Accounting Standards Board Interpretation No. 46R (“FIN 46R”), Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51. All significant inter-company accounts have been eliminated in consolidation.

(b) Fair Value of Financial Instruments

The carrying amounts reported in the consolidated financial statements for current assets and current liabilities approximate fair value due to the short-term nature of these financial instruments.

(c) Use of Estimates

The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates are adjusted to reflect actual experience when necessary. Significant accounting estimates reflected in the Company’s consolidated financial statements include revenue recognition, allowance for doubtful accounts, and useful lives of property and equipment.

Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.

(d) Translation of Foreign Currency

The accounts of the Company and Sino-China and each of its branches are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The Company’s functional currency is US dollars (“$”) while Sino-China reports its financial position and results of operations in Renminbi (“RMB”). The accompanying consolidated financial statements are presented in US dollars. Foreign currency transactions are translated into US dollars using the fixed exchange rates in effect at the time of the transaction. Generally foreign exchange gains and losses resulting from the settlement of such transactions are recognized in the consolidated statement of operations. The Company translates foreign currency financial statements of Sino-China in accordance with Statement of Financial Accounting Standard (“SFAS”) No. 52, “Foreign Currency Translation”. Assets and liabilities are translated at current exchange rates quoted by the People’s Bank of China at the balance sheet dates and revenues and expenses are translated at average exchange rates in effect during the periods. Resulting translation adjustments are recorded as other comprehensive income (loss) which is a separate component included in Non-controlling interest.

F-7

(e) Cash and Cash Equivalents

Cash and cash equivalents comprise cash on hand, and other highly liquid investments which are unrestricted as to withdrawal or use, and which have maturities of three months or less when purchased. The Company maintains cash and cash equivalents with various financial institutions mainly in the PRC and the United States.

(f) Property and Equipment

Property and equipment are stated at historical cost less accumulated depreciation and amortization. Historical cost comprises its purchase price and any directly attributable costs of bringing the assets to its working condition and location for its intended use. Depreciation is calculated on a straight-line basis over the following estimated useful lives:

Buildings	20 years
Motor vehicles	5-10 years
Furniture and office equipment	3-5 years

The carrying value of a long-lived asset is considered impaired by the Company when the anticipated undiscounted cash flows from such asset is less than its carrying value. If impairment is identified, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved or based on independent appraisals. Management has determined that there were no impairments at the balance sheet dates.

(g) Revenue recognition

The Company charges shipping agency fees in two ways: (1) fixed fees that are predetermined with the customer, and (2) cost-plus fees that are calculated based on the actual costs incurred plus a markup. We generally require payments in advance from customers and bill them on the balances within 30 days after the transactions are completed. Revenues are recognized from shipping agency services upon completion of services, which coincides with the date of departure of the relevant vessel from port. Advance payments and deposits received from customers prior to the provision of services and recognition of the related revenues are presented as current liabilities.

Some contracts contain a provision stating that revenues are recognized for actual expenses incurred plus a profit margin. When the services are completed but the information on the actual expenses is not available at the end of the fiscal period, we estimate revenues and expenses based on our previous experience with similar vessels and port charges.

(h) Accounts receivable

Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectibility of individual balances. In evaluating the collectibility of individual receivable balances, the Company considers many factors, including the age of the balance, customer’s historical payment history, its current credit-worthiness and current economic trends. The amount of the provision, if any is recognized in the consolidated statement of operations within “General and administrative expenses”. Management has determined that an allowance was not required at the balance sheet dates. Accounts are written off after exhaustive efforts at collection.

(i) Taxation

Because the Company and Sino-China are incorporated in different jurisdictions, we file separate income tax returns. The Company uses the liability method of accounting for income taxes in accordance with US GAAP. Deferred taxes, if any are recognized for the future tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements.

F-8

Effective July 1, 2007, the Company adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes (“FIN 48”). — an interpretation of SFAS No. 109, “Accounting for Income Taxes.” The Interpretation addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FIN 48, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FIN 48 also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

PRC Enterprise Income Tax

PRC domestic companies are governed by the Enterprise Income Tax Laws of the PRC and profits are generally subject to an enterprise income tax rate of 33%. Sino-China’s income tax is accrued at the end of every quarter based on taxes payable for the current period and paid in the following month.

PRC Business Tax and surcharges

Revenues from services provided by Sino-China and its branches are subject to the PRC business tax of 5% and some surcharges. Business tax and surcharges are paid on gross revenues generated from our shipping services.

In addition, under the PRC regulations, Sino-China is required to pay the city construction tax (7%) and education surcharges (3%) based on the calculated business tax payments.

(j) Leases

Leases have been classified as operating leases. Capital leases that transfer substantially all the benefits and risks incidental to the ownership of assets are accounted for as if there was an acquisition of an asset and incurrence of an obligation at the inception of the lease. All other leases are accounted for as operating leases wherein rental payments are expensed as incurred.

(k) Earnings per share

Earnings per share data has been retroactively adjusted for all periods presented to reflect the recapitalization of the Company further discussed in Note 11.

(l) Recent Accounting Pronouncements

F-9

In February 2007, the FASB issued SFAS No. 159, “Fair Value Option for Financial Assets and Financial Liabilities”. SFAS No. 159 provides companies with an option to report selected financial assets and liabilities at fair value. SFAS No. 159’s objective is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 requires companies to provide additional information that will help investors and other users of financial statements to more easily understand the effect of the Company’s choice to use fair value on its earnings. It also requires entities to display the fair value of those assets and liabilities for which the Company has chosen to use fair value on the face of the balance sheet. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of Statement 157. The Company did not early adopt SFAS No. 159. We are currently assessing the impact of SFAS No. 159; however we do not believe the adoption of this standard will have a material effect on our consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. This standard applies under other accounting pronouncements that require or permit fair value measurements, but does not require any new fair value measurements. SFAS No. 157 will become effective for the Company in fiscal 2009. We are currently assessing the impact of SFAS No. 157; however, we do not believe the adoption of this standard will have a material effect on our consolidated financial statements.

(m) Stock-Based Compensation

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123 (revised 2004), “Share Based Payments” (“SFAS No. 123(R)”). SFAS No.123(R) supersedes Accounting Principles Board (“APB”) Opinion No. 25,”Accounting for Stock Issued to Employees,” and amends SFAS No. 95, “Statement of Cash Flows.” Generally, the fair value approach in SFAS No.123(R) is similar to the fair value approach described in SFAS No. 123. The Company’s Board of Directors and shareholders have approved the creation of a stock option plan to be implemented after the Company has completed its public offering. This plan will authorize the issuance of up to 10% of the number of shares outstanding after the Company has completed its public offering. Pursuant to the anticipated plan, the Company may issue options to purchase its common stock to employees and directors of the Company and its affiliates. The Company will follow the provisions of SFAS No.123(R) to account for share-based compensation to be granted under the new plan. Compensation will be measured on the grant date using appropriate valuation models.

3 . ADVANCES TO SUPPLIERS/ADVANCES FROM CUSTOMERS.

(a) Advances to Suppliers

Advances to suppliers represent costs of services and fees paid to suppliers in advance in connection with the agency services fees income to be recognized.

(b) Advances from Customers

Advances from customers represent money received from customers in advance in connection with the agency services fees income to be recognized.

F-10

4. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets at June 30, 2007, June 30, 2006 and September 30, 2007 are as follows:

	June 30,				September 30,
	2007		2006		2007
	$		$		$
					(Unaudited)
Rent		6,653		5,024		6,212
Communication		2,298		1,459		1,885
Other prepaid expenses		4,025		3,430		4,180
		12,976		9,913		12,277

5. DUE FROM RELATED PARTY

At June 30, 2006, and 2007 and September 30, 2007, the shareholder, Cao Lei owed the Company $681,126, $1,249,722 and $1,251,222 respectively. These amounts were interest free and repaid in full (see Note 17(c)).

6. PROPERTY AND EQUIPMENT

Property and equipment at June 30, 2007, June 30, 2006 and September 30, 2007 are as follows:

	June 30,				September 30,
	2007		2006		2007
	$		$		$
					(Unaudited)

Land and building		65,280		62,177		66,190
Motor vehicles		445,488		141,947		655,479
Computer equipment		53,175		39,887		57,052
Office equipment		15,147		11,017		18,191
Furniture & Fixtures		11,601		10,538		11,763
Computer System		15,321		14,593		15,535
Leasehold improvement		17,071		-		17,308

Total		623,083		280,159		841,518

Less : Accumulated depreciation and amortization		155,865		65,263		189,390

Property and equipment, net		467,218		214,896		652,128

7. LOANS PAYABLE, BANK

The Company has a line of credit up to $100,000 with Hong Kong Shanghai Banking Corporation (“HSBC”) in New York, which bears interest at a variable interest rate. At June 30, 2007, 2006 and September 30, 2007, the amounts payable to the bank were $45,791, $100,000, and $963, respectively. Interest expense for the years ended June 30, 2007, June 30, 2006, and the three months ended September 30, 2007 and 2006 was $9,824, $5,434, $543, and $1,906, respectively.

8 . ACCRUED EXPENSES

Under the PRC regulations, Sino-China is required to accrue welfare benefits calculated as 14% of the total salaries. It is also required for Sino-China to pay the city construction tax (7%) and education surcharges (3%) based on the calculated business tax payments.

F-11

Accrued expenses at June 30, 2007, June 30, 2006 and September 30, 2007 are as follows:

	June 30,				September 30,
	2007		2006		2007
	$		$		$
					(Unaudited)

Accrued welfare benefits		53,419		31,561		57,659
Other surcharge and taxes payable		6,071		3,752		1,562
		59,490		35,313		59,221

9. OTHER RECEIVABLES/OTHER CURRENT LIABILITIES

(a) Other Receivables

Other receivables represent amounts to be received from customers for advance payments made to the port agent for reimbursed charges to be incurred in connection with the costs of services.

(b) Other Current Liabilities

Other current liabilities represent mainly advance payments received from customers for reimbursed port agent charges to be incurred.

10. COMMITMENTS

The Company leases certain office premises under non-cancelable leases. Rent expense under operating leases for the years ended June 30, 2007 and 2006, and for the three-month periods ended September 30, 2007 and 2006, were $121,777, $115,857, $35,765, and $31,485, respectively.

Future minimum lease payments under non-cancelable operating leases agreements were as follows:

	Amount
	$

Year ending June 30,

2008		82,000
2009		33,000
2010		6,000
		121,000

On December 20, 2007, the Company leased additional office premises under a non-cancelable lease which expires on January 13, 2010. Annual rent expense is approximately $293,000, based on the exchange rate on June 30, 2007.

11 . CAPITAL STOCK

The predecessor of the Company which was incorporated in New York State had 200 shares of common stock issued and outstanding, without par value. Upon the merger into a Virginia shell corporation on September 18, 2007, each share of common stock in the predecessor company was exchanged for 9,000 shares of common stock in the Company. The New York State company ceased to exist after the merger. As of September 30, 2007,the authorized capital stock of the Company consists of 10,000,000 shares of common stock, no par value, 1,800,000 of which are issued and outstanding, and 1,000,000 shares of preferred stock, without par value, none of which are issued and outstanding.

F-12

Common stock issued and outstanding at June 30, 2007, June 30, 2006 (both such dates prior to the recapitalization of the Company in the merger completed on September 18, 2007) and September 30, 2007 (after such recapitalization) were as follows:

	June 30,				September 30,
Shareholder	2007		2006		2007

Cao Lei		178		178		1,602,000
Chi Tai Shen		8		8		72,000
Zhu Ming		8		8		72,000
Zhang Mingwei		6		6		54,000
		200		200		1,800,000

12 . NON-CONTROLLING INTEREST

Non-controlling interest at June 30, 2007, June 30, 2006 and September 30, 2007 is as follows:

	June 30,				September 30,
	2007		2006		2007
	$		$		$
					(Unaudited)

Paid-in capital		357,444		130,515		357,444
Accumulated other comprehensive income		45,121		1,313		67,527
Retained earnings		1,081,146		38,779		1,198,992
Other adjustments		2,817		2,818		2,816
		1,486,528		173,425		1,626,779

At June 30 2006, the paid-in capital of Sino-China was RMB1,080,000 (equivalent $130,516). It increased its registered capital to RMB2,860,000 (equivalent to $357,443) in October 2006, after obtaining the Chinese authority’s approvals.

13. LOSS ON DISPOSAL OF INVESTMENT

Sino-China invested RMB60,000 (equivalent to $7,249) in Beijing Global Sainuo Software Development Ltd on September 11, 2003. The invested entity was liquidated on May 22, 2006 and Sino-China received RMB50, 000 (equivalent to $6,040) back, resulting in the investment loss $2,491.

14. OTHER INCOME (EXPENSES), NET

Other income and expenses for the years ended June 30, 2007 and 2006, and for the three months ended September 30, 2007 and 2006 are as follows:

	June 30,						September 30,
	2007			2006			2007			2006
	$			$			$			$
							(Unaudited)			(Unaudited)

Interest income		3,861			1,655			123			701
Interest expense		(11,623	)		(14,750	)		(543	)		(3,579	)
Bank charge		(6,925	)		(7,391	)		(2,089	)		(1,079	)
Foreign translation		36,812			(15,426	)		(21,568	)		(7,527	)
		22,125			(35,912	)		(24,077	)		(11,484	)

F-13

15. INCOME TAXES

The income tax provisions for the years ended June 30, 2007 and 2006, and for the three months ended September 30, 2007 and 2006 are as follows:

	June 30,						September 30,
	2007			2006			2007			2006
	$			$			$			$
							(Unaudited)			(Unaudited)

Current
USA		(63,039	)		(13,336	)		(119,388	)		(39,000	)
China		(75,252	)		(7,891	)		(18,813	)		(1,872	)
Deferred		-			-			-			-
		(138,291	)		(21,227	)		(138,201	)		(40,872	)

16. MAJOR CUSTOMERS

For the years ended June 30, 2007 and 2006, and for the three-months ended September 30, 2007 and September 30, 2006, approximately 52%, 32%, 42% and 59%, respectively, of the Company’s revenues were from one customer. We provide services to this customer under an exclusive agency agreement that is terminable on three months’ notice and that expires on December 31, 2009. Any termination of this agency services agreement would materially harm our operations. For the year ended June 30, 2007, an additional customer accounted for approximately 11% of the Company's revenues.

17. SUBSEQUENT EVENTS

(a) The impact of the New Corporate Income Tax Law

The 5th Session of the 10th National People’s Congress amended the PRC Corporate Income Tax Law that will become effective on January 1, 2008. The newly amended Corporate Income Tax Law introduces a wide range of changes which include, but are not limited to, the unification of the income tax rate for domestic-invested and foreign-invested enterprises at 25%, which reduces the Company’s income tax rate from 33% to 25% in 2008. In addition, according to the amended detailed implementation and administrative rules, the new PRC Corporate Income Tax Law will broaden the tax restrictions in terms of categories and extents for domestic companies. We anticipate that the new income tax law will have a positive impact on the Company’s net profits in 2008 and onwards.

(b) The newly established wholly foreign-owned enterprise in China

For the purpose of providing better and more convenient services, the Company formed a wholly foreign-owned enterprise, Trans Pacific Shipping Limited (“Trans Pacific”), in Beijing on November 13, 2007. Trans Pacific and Sino-China do not have a parent-subsidiary relationship. Instead, Trans Pacific will operate with Sino-China through a variety of contractual agreements.

(c) Repayment of director’s loan to the Company

As discussed in Note 5, Mr. Cao Lei owed the Company an aggregate of $1,251,222 as of September 30, 2007. On December 31, 2007, Mr. Cao repaid this indebtedness in full, primarily with funds generated by him selling an aggregate of [______] shares of his common stock in the Company to two third-party investors for $1,250,000 (the “Private Sale”). In connection with the Private Sale, the investors were granted a right to sell the acquired shares of common stock to the Company in the event that in the event that such shares are not registered in accordance with federal and applicable state securities laws within 12 months of the Private Sale. During the term of this put right, the Company agreed to hold the $1,250,000 repayment by Mr. Cao in an escrow account. To the extent that the Company completes the registration of the shares within 12 months of the Private Sale, the escrow agent will release the funds to the Company’s account. In the event that the Company does not register the shares within such time period, the escrow agent will pay the funds to the investors in order to cause the Company to purchase the shares of common stock held by the investors for an aggregate payment of $1,250,000.

-------------------------------------------------------------------------

F-14

[ALTERNATE PAGE]

SUBJECT TO COMPLETION, DATED __________ ___, 2007

SINO-GLOBAL SHIPPING AMERICA, LTD.

[______] Shares of Common Stock

This prospectus relates to the resale by the selling shareholders of up to [______] shares of our common stock. The selling shareholders may sell common stock from time to time in the principal market on which our stock is traded at the prevailing market price or in negotiated transactions. We will not receive any proceeds from the sales by the selling shareholders.

No public market currently exists for our shares. We have applied for approval for quotation on the NASDAQ Capital Market under the symbol “SINO” for the shares of common stock we are offering.

The selling shareholders holding [______] shares offered through this prospectus may sell their shares once our common stock has been registered and listed on the NASDAQ Capital Market or another national exchange. Once, and if, our common stock begins to be traded or quoted on any stock exchange, market, or trading facility, the selling shareholders may sell their shares from time to time at the market price prevailing on the exchange, market, or trading facility, or at prices related to such prevailing market prices, or in negotiated transactions or a combination of such methods of sale.

Investing in our common stock involves significant risks. See “Risk Factors” beginning on pa ge 6 of this prospectus.

Prospectus dated _____, _____

[ALTERNATE PAGE]

TABLE OF CONTENTS

Prospectus Summary	1
Risk Factors	6
Forward-Looking Statements	18
Use of Proceeds	23
Dividend Policy	24
Exchange Rate Information	25
Selling Shareholders	26
Selected Historical and Unaudited Pro Forma Condensed Consolidated Financial and Operating Data	28
Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Our Business	39
Description of Property	45
Management	46
Principal Shareholders	50
Related Party Transactions	51
Description of Share Capital	52
Shares Eligible for Future Sale	54
Legal Matters	58
Experts	58
Where You Can Find More Information	58
Index to Consolidated Financial Statements	F-1

SINO-GLOBAL SHIPPING AMERICA, LTD.

Common Stock

Prospectus

[ALTERNATE PAGE]

The Offering

Common stock offered by selling shareholders	[______] shares ⁽¹⁾

Common stock outstanding	1,800,000 shares ⁽²⁾

Use of proceeds	We will not receive any proceeds from the sale of our common stock by the selling shareholders.

NASDAQ Market Symbol	We have applied to use the symbol “SINO” for our common stock.

⁽¹⁾	Consists of [______] shares of our common stock that were sold to the selling shareholders by Mr. Cao Lei and are subject to a put agreement and escrow agreement between each of the selling shareholders and our company.

⁽²⁾	Based on 1,800,000 shares of our common stock outstanding as of the date of this prospectus. The number of shares of our common stock outstanding excludes up to [______] shares of our common stock to be offered on a best efforts, minimum/maximum offering concurrently herewith.

[ALTERNATE PAGE]

USE OF PROCEEDS

The selling shareholders are selling all of the shares covered by this prospectus for their own accounts. We will not receive any proceeds from the sale of the shares.

[ALTERNATE PAGE]

SELLING SHAREHOLDERS

The following table provides, as of the date of this prospectus, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:

· the number of shares owned by each stockholder prior to this offering;

· the percentage owned by each stockholder prior to completion of the offering;

· the total number of shares that are to be offered for each stockholder;

· the total number of shares that will be owned by each stockholder upon completion of the offering; and

· the percentage owned by each stockholder upon completion of the offering.

On December 31, 2007, Mr. Cao Lei sold, in the aggregate, [______] shares of his common stock in our company to two investors. Mr. Cao completed this transaction in order to repay debt to our company prior to the filing of this registration statement. Mr. Cao paid the proceeds from the sale to our company, and we entered into a put agreement with each of the investors, which provided that we would purchase the investors’ shares in our company in the event we did not register our common stock in accordance with federal and applicable state securities laws within one year from the date of the stock purchase from Mr. Cao. In order to ensure that our company purchases the shares, we have placed funds in escrow sufficient to complete the purchase, if necessary.

For this reason, we have agreed to register a total of [______] shares of our common stock held by the selling shareholders. We are registering the shares under this prospectus.

Name of Selling

Shareholder

Number of

Shares of

Common

Stock

Beneficially

Owned

Prior to

Offering

Percentage of

Shares of

Common Stock

Beneficially

Owned Prior to

the Offering ⁽¹⁾

Number of

Shares of

Common Stock

Registered

for Sale

Hereby

Number of

Shares of

Common Stock

Beneficially

Owned after

Completion of

the Offering ⁽²⁾

Percentage of

Shares of

Common Stock

Beneficially

Owned after

Completion of

the Offering ⁽²⁾

Mr. Mark A. Harris and Mrs. Roslyn O. Harris

[______

]

[______

]

[______

]

[______

]

[______

]

Mr. Richard E. Watkins and Mrs. Sharon J. Watkins

[______

]

[______

]

[______

]

[______

]

[______

]

⁽¹⁾	Based on 1,800,000 shares of our common stock outstanding as of the date of this prospectus. The number of shares of our common stock outstanding excludes up to [______] shares of our common stock to be offered on a best efforts, minimum/maximum offering concurrently herewith.

⁽²⁾

Represents the amount of shares that will be held by the selling shareholders after completion of this offering based on the assumption that all shares registered for sale hereby will be sold. However, the selling shareholders may offer all, some or none of the shares pursuant to this prospectus, and to our knowledge there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares that may be held by the selling shareholders after completion of this offering.

The selling shareholders acquired the shares for their own accounts in the ordinary course of business, and at the time they acquired the shares, they had no agreements, plans or understandings, directly or indirectly, to distribute the shares. None of the selling shareholders, to our knowledge, has had a material relationship with our company other than as a shareholder at any time within the past three years.

[ALTERNATE PAGE]

PLAN OF DISTRIBUTION

Once, and if, our common stock begins to be traded or quoted on any stock exchange, market, or trading facility, the selling shareholders, who hold an aggregate of [______] shares of our common stock offered through this prospectus, may sell their shares from time to time at the market price prevailing on the exchange, market, or trading facility, or at prices relating to the prevailing market prices, or in negotiated transactions or a combination of such methods of sale.

The selling shareholders may use any one or more of the following methods when selling shares:

· ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

· block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

· purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

· an exchange distribution in accordance with the rules of the applicable exchange;

· privately negotiated transactions;

· settlement of short sales entered into after the date of this prospectus;

· broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;

· a combination of any such methods of sale;

· through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or

· any other method permitted pursuant to applicable law.

In connection with the sale of our common stock or interest therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling shareholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers, which in turn may sell the securities. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling shareholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. Because the selling shareholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act. We will make copies of this prospectus available to the selling shareholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale. Each selling shareholder has informed us that it does not have any agreement or understanding, directly or indirectly, with any person to distribute the common stock.

We are required to pay certain fees and expenses incurred by us incident to the registration of the shares. We have agreed to indemnify the selling shareholders against certain losses, claims, damages and liabilities.

The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of the distribution. In addition, the selling shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of our common stock by the selling shareholders or any other person.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 13.1-697 of the Virginia Stock Corporation Act permits corporations to indemnify

an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if the director:

1. Conducted himself in good faith; and

2. Believed:

a. In the case of conduct in his official capacity with the corporation, that his conduct was in its best interests; and

b. In all other cases, that his conduct was at least not opposed to its best interests; and

3. In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.

Our articles of incorporation contain the following provision relating to indemnification of our officers and directors:

The Corporation shall indemnify (a) any person who was, is or may become a party to any proceeding, including a proceeding brought by a shareholder in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, by reason of the fact that he is or was a director or officer of the Corporation, or (b) any director or officer who is or was serving at the request of the Corporation as a director, trustee, partner or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred by him in connection with such proceeding unless he engaged in willful misconduct or a knowing violation of criminal law. A person is considered to be serving an employee benefit plan at the Corporation’s request if his duties to the Corporation also impose duties on, or otherwise involve securities by, him to the plan or to participants in or beneficiaries of the plan. The Board of Directors is hereby empowered, by a majority vote of a quorum of disinterested Directors, to enter into a contract to indemnify any Director or officer in respect of any proceedings arising from any act or omission, whether occurring before or after the execution of such contract.

Expenses incurred by a person who is otherwise entitled to be indemnified by us in defending or investigating a threatened or pending action, suit or proceeding shall be paid by us in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by us.

Our bylaws provide that we may indemnify every person who was or is a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was our employee or agent or, while our employee or agent, is or was serving at our request as an employee or agent or trustee or another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, to the extent permitted by applicable law.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Part II-1

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, if any, payable by the Registrant relating to the sale of common stock being registered. The selling shareholders will not pay any portion of these costs and expenses. All amounts are estimates except the SEC registration fee.

SEC registration fee	$	467.27
FINRA filing fee		1,688.96
NASDAQ listing fee		50,000.00
Blue Sky Fees		[______	]
Legal fees and expenses for Chinese counsel		[______	]
Legal fees and expenses for U.S. counsel		[______	]
Accounting fees and expenses		[______	]
Printing fees		[______	]
Other fees and expenses		[______	]
Total	$	[______	]

* All amounts are estimates other than the Commission’s registration fee, NASD filing fee and NASDAQ Capital Market listing fee.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

In the past three years, we issued the following securities in transactions that were not registered under the Securities Act of 1933, as amended (the “Act”):

Sino-Global Shipping (America) Ltd., the predecessor to our company (the “Predecessor Company”), was incorporated in New York in February 2001. Following its formation, the Predecessor Company failed to formally issue any shares of common stock despite its active operation. On September 18, 2007, the Predecessor Company remedied this omission by issuing shares of common stock as follows:

Shareholder		Number of Shares
Mr. Cao Lei		178
Mr. Chi Tai Shen		8
Mr. Zhu Ming		8
Mr. Zhang Mingwei		6

On September 8, 2007, the Predecessor Company reincorporated into the Commonwealth of Virginia by merging with and into our company. In connection with this merger, each shareholder in the Predecessor Company received 9,000 shares of common stock in our company for each share of common stock held in the Predecessor Company.

The sales and issuances of the securities in the above transactions were deemed to be exempt under the Securities Act by virtue of Section 4(2) thereof as transactions not involving any public offering.

Part II-2

ITEM 27. EXHIBIT INDEX

Number		Exhibit
1.1		Form of Underwriting Agreement**

3.1		Articles of Incorporation of Sino-Global Shipping America, Ltd.*

3.2		Bylaws of Sino-Global Shipping America, Ltd.*

5.1		Form of Opinion of Kaufman & Canoles, P.C.**

10.1		Form of Lockup Agreement.*

10.2		Form of Escrow Agreement.*

10.3		Form of Warrant Agreement with Anderson & Strudwick, Incorporated*

10.4		Agency Agreement by and between the Registrant and Beijing Shou Rong Forwarding Service Co., Ltd.*

10.5		Put Agreement by and between the Registrant and Mark A. and Roslyn O. Harris .*

10.6		Escrow Agreement by and among the Registrant, Mark A. and Roslyn O. Harris and SunTrust Bank, N.A.*

10.7		Put Agreement by and between the Registrant and Richard E. and Sharon J. Watkins.*

10.8		Escrow Agreement by and among the Registrant, Richard E. and Sharon J. Watkins and SunTrust Bank, N.A.*

10.9		Exclusive Management Consulting and Technical Services Agreement by and between Trans Pacific and Sino-China.*

10.10		Exclusive Marketing Agreement by and between Trans Pacific and Sino-China.*

10.11		Proxy Agreement by and among Cao Lei, Zhang Mingwei, the Registrant and Sino-China.*

10.12		Equity Interest Pledge Agreement by and among Trans Pacific, Cao Lei and Zhang Mingwei.*

10.13		Exclusive Equity Interest Purchase Agreement by and among the Registrant, Cao Lei, Zhang Mingwei and Sino-China.*

21.1		List of subsidiaries.*

23.1		Consent of Friedman LLP, independent auditors.*

23.2		Consent of Kaufman & Canoles, P.C. (included in Exhibit 5.1).**

99.1		Stock Option Plan**

* Filed herewith.

** To be filed by amendment.

Part II-3

ITEM 28. UNDERTAKINGS

The Registrant hereby undertakes:

(a) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

(i) include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) include any additional or changed information with respect to the plan of distribution.

(b) that, for the purpose of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) to file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

(d) that insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant, the Registrant has been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registration of expenses incurred or paid by a director, officer or controlling person to the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(e) that, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Part II-4

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Beijing, The People’s Republic of China on January 11, 2008.

	SINO-GLOBAL SHIPPING AMERICA, LTD.

	By:	/s/ Cao Lei
		Mr. Cao Lei
		Chief Executive Officer (Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Cao Lei and Zhang Mingwei, and each of them, as his true and lawful attorneys-in-fact and agents, each with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended and all post-effective amendments thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act, as amended, this registration statement has been signed by the following persons in the capacities stated on January 11, 2008.

/s/ Cao Lei	Chief Executive Officer	January 11, 2008
Cao Lei	(Principal Executive Officer) and Director

/s/ Zhang Mingwei	Chief Financial Officer	January 11, 2008
Zhang Mingwei	(Principal Financial and Accounting Officer) and Director

/s/ Dennis O. Laing	Director	January 11, 2008
Dennis O. Laing

	Director	January 11, 2008
C. Thomas Burke

/s/ Wang Jing	Director	January 11, 2008
Wang Jing

Number		Exhibit
1.1		Form of Underwriting Agreement**

3.1		Articles of Incorporation of Sino-Global Shipping America, Ltd.*

3.2		Bylaws of Sino-Global Shipping America, Ltd.*

5.1		Form of Opinion of Kaufman & Canoles, P.C.**

10.1		Form of Lock-up Agreement.*

10.2		Form of Escrow Agreement.*

10.3		Form of Warrant Agreement with Anderson & Strudwick, Incorporated*

10.4		Agency Agreement by and between the Registrant and Beijing Shou Rong Forwarding Service Co., Ltd.*

10.5		Put Agreement by and between the Registrant and Mark A. and Roslyn O. Harris .*

10.6		Escrow Agreement by and among the Registrant, Mark A. and Roslyn O. Harris and SunTrust Bank, N.A.*

10.7		Put Agreement by and between the Registrant and Richard E. and Sharon J. Watkins.*

10.8		Escrow Agreement by and among the Registrant, Richard E. and Sharon J. Watkins and SunTrust Bank, N.A.*

10.9		Exclusive Management Consulting and Technical Services Agreement by and between Trans Pacific and Sino-China.*

10.10		Exclusive Marketing Agreement by and between Trans Pacific and Sino-China.*

10.11		Proxy Agreement by and among Cao Lei, Zhang Mingwei, the Registrant and Sino-China.*

10.12		Equity Interest Pledge Agreement by and among Trans Pacific, Cao Lei and Zhang Mingwei.*

10.13		Exclusive Equity Interest Purchase Agreement by and among the Registrant, Cao Lei, Zhang Mingwei and Sino-China.*

21.1		List of subsidiaries.*

23.1		Consent of Friedman LLP, independent auditors.*

23.2		Consent of Kaufman & Canoles, P.C. (included in Exhibit 5.1).**

99.1		Stock Option Plan**

* Filed herewith.

** To be filed by amendment

ARTICLES OF INCORPORATION

SINO-GLOBAL SHIPPING AMERICA, LTD.

ARTICLE I

Name

The name of the corporation is Sino-Global Shipping America, Ltd.

ARTICLE II

Purpose

The purpose for which the Corporation is formed is to transact any or all lawful business, not required to be specifically stated in these Articles, for which corporations may be incorporated under the Virginia Stock Corporation Act, as amended from time to time.

ARTICLE III

Classes of Stock

1. The number of shares of common stock which the Corporation shall have authority to issue shall be 10,000,000 shares, without par value per share.

Dividends may be paid upon the Common Stock out of any assets of the Corporation available for dividends remaining after full dividends on the outstanding Preferred Stock at the dividend rate or rates therefor, together with the full additional amount required by any participation right, with respect to all past dividend periods and the current dividend period shall have been paid or declared and set apart for payment and all mandatory sinking funds payment that shall have become due in respect of any series of the Preferred Stock shall have been made.

In the event of any liquidation, dissolution or winding up of the Corporation, the Board of Directors may, after satisfaction of the rights of the holders of all shares of Preferred Stock, or the deposit in trust of money adequate for such satisfaction, distribute in kind to the holders of the Common Stock all then remaining assets of the Corporation or may sell, transfer or otherwise dispose of all or any of such remaining assets of the Corporation and receive payment therefor wholly or partly in cash and/or in stock and/or in obligations and may sell all or part of the consideration received therefor and distribute all or the balance thereof in kind to the holders of the Common Stock.

The holders of the Common Stock shall, to the exclusion of holders of the Preferred Stock, have the sole and full power to vote for the election of directors and for all other purposes without limitation except (i) as otherwise recited or provided in these Articles of Incorporation applicable to the Preferred Stock, (ii) with respect to a class or series of Preferred Stock, as shall be determined by the Board of Directors pursuant to Section 2(b) of this Article III and (iii) with respect to any voting rights provided by law.

Subject to the provisions of these Articles of Incorporation applicable to the Preferred Stock, the Corporation may from time to time purchase or otherwise acquire for consideration or redeem (if permitted by the terms thereof) shares of Common Stock or shares of any other class of stock hereafter created ranking junior to the Preferred Stock in respect of dividends or assets and any shares so purchased, acquired or redeemed may be held or disposed of by the Corporation from time to time for its corporate purposes or may be retired as provided by law.

2. The number of shares of Preferred Stock which the Corporation shall have the authority to issue shall be 1,000,000 shares, without par value per share.

The Board of Directors is hereby empowered to cause any class of the Preferred Stock of the Corporation to be issued in series with such of the variations permitted by clauses (a)-(k) below, as shall be determined by the Board of Directors.

The shares of Preferred Stock of different classes or series may vary as to:

a. the designation of such class or series, the number of shares to constitute such class or series and the stated value thereof;

b. whether the shares of such class or series shall have voting rights in addition to any voting rights provided by law, and if so, the terms of such voting rights, which (i) may be general or limited, and (ii) may permit more than one vote per share;

c. the rate or rates (which may be fixed or variable) at which dividends, if any, are payable on such class or series, whether any such dividends shall be cumulative, and if so, from what dates, the conditions and dates upon which such dividends shall be payable, the preference or relation which such dividends shall bear to the dividends payable on any shares of stock of any other class or any other series of such class;

d. whether the shares of such class or series shall be subject to redemption by the Corporation, and if so, the times, prices and other conditions of such redemption;

e. the amount or amounts payable upon shares of such class or series upon, and the rights of the holders of such class or series in, the voluntary or involuntary liquidation, dissolution or winding up, or any distribution of the assets of, the Corporation;

f. whether the shares of such class or series shall be subject to the operation of a retirement or sinking fund, and if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the shares of such series for retirement or other corporate purposes and the terms and provisions relative to the operation thereof;

g. whether the shares of such series shall be convertible into, or exchangeable for, shares of stock of any other class or any other series of such class or any other securities (including Common Stock) and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange;

h. the limitations and restrictions, if any, to be effective while any shares of such class or series are outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Corporation of, the Common Stock or shares of stock of any other class or any other series of such class;

i. the conditions or restrictions, if any, upon the creation of indebtedness of the Corporation or upon the issue of any additional stock, including additional shares of such class or series or of any other series of such class or of any other class;

j. the ranking (be it pari passu , junior or senior) of each class or series as to the payment of dividends, the distribution of assets and all other matters; and

k. any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions thereof, insofar as they are not inconsistent with the provisions of these Articles of Incorporation, to the full extent permitted in accordance with the laws of the Commonwealth of Virginia.

In the event of any liquidation, dissolution or winding up of the Corporation, after there shall have been paid to or set aside for the holders of the Preferred Stock the full preferential amounts to which they are respectively entitled under the provisions of these Articles of Incorporation applicable to the Preferred Stock, the holders of the Preferred Stock shall have no claim to any of the remaining assets of the Corporation. The powers, preferences and relative, participating, option and other special rights of each class or series of Preferred Stock and the qualifications, limitations or restrictions thereof if any, may differ from those of any and all other classes and series at any time outstanding. All shares of Preferred Stock of each series shall be equal in all respects.

3. Notwithstanding the foregoing, if one or more series of the Preferred Stock shall be subject to (i) redemption or (ii) repurchase by the Corporation at the option of the holders thereof, as provided in the terms thereof, the following provisions shall apply:

a. If (i) less than all the outstanding shares of one or more series are to be redeemed or (ii) the Corporation is unable to purchase all the shares of one or more series that it is required to offer to repurchase and which the holders thereof desire the Corporation to repurchase, the shares to be redeemed or repurchased shall be selected pro rata in such manner as may be prescribed by resolution of the Board of Directors, or in such other manner, if any, as shall be specified elsewhere in the Articles of Incorporation.

b. Notice to the holders of the shares to be redeemed or repurchased shall be given by mailing to such holders a notice of such redemption or offer to repurchase, first class, postage prepaid, not later than the thirtieth day, and not earlier than the sixtieth day, before the date fixed for redemption or repurchase, at their last addresses as they shall appear upon the books of the Corporation. Any notice which is mailed in such manner shall be conclusively presumed to have been duly given, whether or not the shareholder receives such notice; and failure duly to give such notice by mail, or any defect in such notice, to the holders of any stock designated for redemption or repurchase shall not affect the validity of the proceedings for the redemption or repurchase of any other shares.

c. The notice of redemption or offer to repurchase to each shareholder whose shares are to be redeemed or which the Corporation is required to offer to repurchase shall specify the number and designation of the shares of such shareholder to be redeemed or repurchased, the date fixed for redemption or repurchase, the redemption or repurchase price, and where payment of the redemption or repurchase price is to be made upon surrender of certificates for such shares and shall state the date to which accrued dividends, if any, will be paid and that from and after said date dividends thereon will cease to accrue. In the event any of such shares have conversion rights, the notice shall also state the conversion rate then in effect and the date on which the conversion rights shall cease and terminate.

d. In the case of each share called for redemption, or which the Corporation offers to repurchase and the holder thereof desires the Corporation to repurchase, the Corporation shall be obligated (unless such share has conversion rights and shall be converted on or prior to the redemption or repurchase date), to pay to the holder thereof the redemption or repurchase price (including accrued dividends, if any, to the extent and if so provided for such shares) upon surrender of the certificate for such share at the office of the Corporation or any transfer agent for the series, specified for that purpose on or after the redemption or repurchase date. Unless the Corporation shall default in the payment of the redemption or repurchase price plus accrued dividends, if any, dividends on each share so called for redemption, or which the Corporation offers to repurchase and the holder thereof desires the Corporation to repurchase, shall cease to accrue from and after the redemption or repurchase date or such earlier date as shall be specified in the terms thereof.

4. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, if the assets of the Corporation available for distribution to its shareholders shall be insufficient to pay in full all amounts to which the holders of Preferred Stock and any other stock of any class ranking on a parity as to liquidation preference are entitled, the amount available for distribution to shareholders shall be shared by the holders of all such classes and any series thereof pro rata according to the preferential amounts to which shares of each such series or class are entitled. For the purposes of this Section 4, a consolidation or merger of the Corporation with any other corporation, or the sale, transfer or lease of all or substantially all its assets shall not constitute or be deemed a liquidation, dissolution, or winding up of the Corporation.

5. Any and all shares of Preferred Stock and Common Stock of the Corporation, at the time authorized but not issued and outstanding, may be issued and disposed of by the Board of Directors of the Corporation in any lawful manner, consistently, in the case of shares of Preferred Stock, with the requirements set forth in the provisions of these Articles of Incorporation applicable to the Preferred Stock, at any time and from time to time, for such considerations as may be fixed by the Board of Directors of the Corporation.

6. No holder of shares of any class of stock of the Corporation shall have any preemptive or preferential right to purchase or subscribe to (i) any shares of any class of the Corporation, whether now or hereafter authorized; (ii) any warrants, rights, or options to purchase any such shares; or (iii) any securities or obligations convertible into any such shares or into warrants, rights or options to purchase any such shares.

7. Any class of stock of the Corporation shall be deemed to rank -

a. prior to another class either as to dividends or upon liquidation, if the holders of such class shall be entitled to the receipt of dividends or of amounts distributable on liquidation, dissolution or winding up, as the case may be, in preference or priority to holders of such other class;

b. on a parity with another class either as to dividends or upon liquidation, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices per share thereof are different from those of such others, if the holders of such class of stock shall be entitled to receipt of dividends or amounts distributable upon liquidation. dissolution or winding up, as the case may be, in proportion to their respective dividend rates or prices, without preference or priority one over the other with respect to the holders of such other class; and

c. junior to another class either as to dividends or upon liquidation, if the rights of the holders of such class shall be subject or subordinate to the rights of the holders of such other class in respect of the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may be.

ARTICLE IV

Registered Office and Agent

The initial registered office shall be located at 1051 East Cary Street, Three James Center, 12 ^th Floor, Richmond, Virginia 23219, which is located in the City of Richmond, and the initial registered agent shall be Bradley A. Haneberg, who is a resident of Virginia and a member of the Virginia State Bar, and whose business address is the same as the address of the initial registered office.

ARTICLE V

Board of Directors

1. The number of directors constituting the Corporation’s Board of Directors shall be between five (5) and nine (9), a majority of which shall be independent in accordance with Nasdaq Stock Market rules and regulations (such directors being the “Independent Directors”).

2. Commencing with the 2008 annual meeting of shareholders, the Board of Directors shall be divided into three (3) classes: Class I, Class II and Class III, as nearly equal in number as possible. The initial Class I directors shall hold office for an initial term expiring at the 2008 annual meeting of shareholders. The initial Class II directors shall hold office for an initial term expiring at the 2009 annual meeting of shareholders. The initial Class III directors shall hold office for an initial term expiring at the 2010 annual meeting of shareholders. At each annual meeting of shareholders beginning in 2008, the successors to the class of directors whose terms then shall expire shall be identified as being of the same class as the directors they succeed and elected to hold office for a term expiring at the third succeeding annual meeting of shareholders.

3. The number of directors of the Corporation may be changed by (i) the affirmative vote of shareholders holding a majority of each class of shares of the Corporation entitled to vote thereon or (ii) the affirmative vote of a majority of the Corporation’s Board of Directors taken at a meeting of which the directors received at least ten (10) days’ advance notice.

4. When the number of directors is changed, any newly created directorships or any decrease in directorships shall be apportioned among the classes by the Board of Directors as to make all classes as nearly equal in number as possible. Further, any vote to reduce the number of the Corporation’s directors shall not result in the removal of a director previously elected or appointed. Rather, such a vote will simply reduce the number of directors to be elected at the next succeeding election of directors by the Corporation’s shareholders and will be apportioned across the classes of Directors to maintain, as nearly as possible, equal numbers of Directors in each class.

5. Notwithstanding any other provision of this Article V, at any time prior to the Corporation’s application for listing on a national securities market, the Corporation may, by consent of a majority of its common shareholders, appoint a Board of Directors consisting of between one (1) and nine (9) members, to be divided into one (1) to three (3) classes in the discretion of the Board. On or before the completion of such listing, the Corporation shall, as applicable, appoint such number of additional directors as may be required to meet the requirements of the previous paragraph. Such additional directors shall be appointed to such class(es) as may be necessary to effect the purposes of this Article V.

ARTICLE VI

Indemnification

1. In this Article:

“applicant” means the person seeking indemnification pursuant to this Article.

“expenses” includes counsel fees.

“liability” means the obligation to pay a judgment, settlement, penalty, fine, including any excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.

“party” includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding.

“proceeding” means any threatened, pending, or completed action, suit or proceeding. whether civil, criminal, administrative or investigative and whether formal or informal.

2. In any proceeding brought by or in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, no director or officer of the Corporation shall be liable to the Corporation or its shareholders for monetary damages with respect to any transaction, occurrence or course of conduct, whether before or after the effective date of this Article, except for liability resulting from that person’s having engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law.

3. The Corporation shall indemnify(a) any person who was, is or may become a party to any proceeding, including a proceeding brought by a shareholder in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, by reason of the fact that he is or was a director or officer of the Corporation, or (b) any director or officer who is or was serving at the request of the Corporation as a director, trustee, partner or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred by him in connection with such proceeding unless he engaged in willful misconduct or a knowing violation of criminal law. A person is considered to be serving an employee benefit plan at the Corporation’s request if his duties to the Corporation also impose duties on, or otherwise involve securities by, him to the plan or to participants in or beneficiaries of the plan. The Board of Directors is hereby empowered, by a majority vote of a quorum of disinterested Directors, to enter into a contract to indemnify any Director or officer in respect of any proceedings arising from any act or omission, whether occurring before or after the execution of such contract.

4. No amendment or repeal of this Article shall affect the rights provided under this Article with respect to any act or omission arising before the amendment or repeal. The Corporation shall promptly take all such actions, and make all such determinations, as shall be necessary or appropriate to comply with its obligation to make any indemnity under this Article and shall promptly pay or reimburse all reasonable expenses, including attorneys’ fees, incurred by any such director, officer, employee or agent in connection with such actions and determinations or proceedings of any kind arising therefrom.

5. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendre or its equivalent, shall not of itself create a presumption that the applicant did not meet the standard of conduct described in Section 2 or 3 of this Article.

6. Any indemnification under Section 3 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the applicant has met the standard of conduct set forth in Section 3.

The determination shall be made:

a. By the Board of Directors by a majority vote of a quorum consisting of directors not at the time parties to the proceeding;

b. If a quorum cannot be obtained under Section 6(a) of this Section, by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding;

c. By special legal counsel:

(1) Selected by the Board of Directors or committee in the manner prescribed in Sections 6(a) or 6(h) of this Article: or

(2) If a quorum of the Board of Directors cannot be obtained under Section 6(a) of this Article and a committee cannot be designated under Section 6(b) of this Article, selected by majority vote of the full Board of Directors, in which selection directors who are parties may participate; or

d. By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.

Any evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is appropriate, except that if the determination is made by special legal counsel, such evaluation as to reasonableness of expenses shall be made by those entitled under Section 6(c) of this Article to select counsel.

Notwithstanding the foregoing. if the composition of a majority of the Board of Directors has changed after the date of the alleged act or omission with respect to which indemnification is claimed, any determination with respect to any claim for indemnification or advancement of expenses made pursuant to this Article shall be made by special legal counsel agreed upon by the Board of Directors and applicant. If the Board of Directors and the applicant are unable to agree upon such special legal counsel, the Board of Directors and the applicant each shall select a nominee, and the nominees shall select such special legal counsel.

7. a. The Corporation shall pay for or reimburse the reasonable expenses incurred by any applicant who is a party to a proceeding in advance of final disposition of the proceeding or the making of any determination under Section 3 if the applicant furnishes the Corporation:

(1) a written statement of the applicant’s good faith belief that he or she has met the standard of conduct described in Section 3; and

(2) a written undertaking, executed personally or on the applicant’s behalf: to repay the advance if it is ultimately determined that the applicant did not meet such standard of conduct.

b. The undertaking required by Section 7(a)(2) of this Article shall be an unlimited general obligation of the applicant but need not be secured and may be accepted without reference to financial ability to make repayment.

c. Authorizations of payments under this Section shall be made by the persons specified in Section 6 of this Article.

8. The Board of Directors is hereby empowered, by majority vote of a quorum consisting of disinterested directors, to cause the Corporation to indemnify or contract to indemnify any person not specified in Section 2 or 3 of this Article who was, is or may become a party to any proceeding, by reason of the fact that the person is or was an employee or agent of the Corporation, is or was serving at the request of the Corporation a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan or other enterprise, to the same extent as if that person were specified as one to whom indemnification is granted in Section 3. The provisions of Sections 4 through 7 of this Article shall be applicable to any indemnification provided hereafter pursuant to this Section 8.

9. The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it accordance with this Article and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred in any such capacity or arising from the person’s status as such, whether or not the Corporation would have power to indemnify that person against such liability under the provisions of this Article.

10. Every reference herein to directors, officers, employees or agents shall include former directors, officers, employees and agents arid their respective heirs, executors and administrators. The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred by this Article on the Board of Directors shall not be exclusive of any other rights to which any other person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters in relation to which the Corporation would not have the power to indemnify that person under the provisions of this Article. Such rights shall not prevent or restrict the power of the Corporation to make or provide for any future indemnity, or provisions for determining entitlement to indemnity, pursuant to one or more indemnification agreements, bylaws, or other arrangements (including, without limitation, creation of trust funds or security interests funded by letters of credit or other means) approved by the Board of Directors (whether or not any of the directors of the Corporation shall be a party to or beneficiary of any such agreements, bylaws or arrangements); provided, however, that any provision of such agreements, bylaws or other arrangements shall not be effective if and to the extent that it is determined to be contrary to this Article or applicable laws of the Commonwealth of Virginia.

11. Each provision of this Article shall be severable, and an adverse determination as to any such provision shall in no way affect the validity of any other provision.

ARTICLE VII

Voting

1. Unless these Articles of Incorporation provide otherwise or the Board of Directors conditions its submission of a particular matter on receipt of a greater vote or on any other basis permitted by applicable law, the vote of the holders of a majority of the outstanding shares of any series or class of stock voting as such series or class, or any series and/or classes of stock voting together as a voting group, entitled to vote on the following matters required by applicable law to be submitted to such series, classes or voting group shall be required and sufficient for the adoption or approval thereof by such series, classes or voting group: (i) any amendment or restatement of the Articles of Incorporation of the Corporation, (ii) a plan of merger, (iii) a plan of share exchange, (iv) the sale, lease or exchange or other disposition of all or substantially all of the property of the Corporation other than in the usual and regular course of business, or (v) a proposal to dissolve the Corporation. The foregoing provisions of this Article VII shall not be construed to alter or modify in any respect the voting requirements prescribed by the Virginia Stock Corporation Act which would in the absence of such provisions be applicable to the approval of any affiliated transaction (as defined in said Act) or any amendment of the Articles of Incorporation relating to the vote required for such approval.

2. On matters presented to the shareholders other than those set forth in Section 1 of Article VII, the vote of the holders of a majority of the outstanding shares of any series or class of stock voting as such series or class, or any series and/or classes of stock voting together as a voting group, entitled to vote on such matter at a shareholder meeting for which a quorum of such series, class or voting group is present, shall be required and sufficient for the adoption or approval of such matters by such series, classes or voting groups. For purposes of this Section 2 of Article VII, a quorum shall consist of one-third (1/3) of the outstanding shares of capital stock in such series, class or voting group.

ARTICLE VIII

Amendment of Bylaws

Except as otherwise provided in the bylaws, the shareholders and the Board of Directors shall each have the power to make, amend or repeal bylaws of the Corporation by a majority vote.

ARTICLE IX

Exemption from Virginia Control Share Acquisitions Act

The Corporation elects, pursuant to Virginia Code Annotated Section 13.1-728.2, to be exempt from the requirements of the Virginia Control Share Acquisitions Act (Va. Code Ann. §§ 13.1-728.1, et seq.).

Dated: September 14, 2007

	/s/ Anthony W. Basch
	Anthony W. Basch, Incorporator

SINO-GLOBAL SHIPPING AMERICA, LTD.

BYLAWS

ARTICLE I

Meeting of Shareholders

Section 1. Places of Meetings . All meetings of the shareholders shall be held at such place as may, from time to time, be fixed by the Board of Directors.

Section 2. Annual Meetings . The annual meeting of the shareholders, for the election of directors and transaction of such other business as may come before the meeting, shall be held in each year on the second Monday in September, or on such other date and at such other time as the Board of Directors of the Corporation may designate from time to time.

Section 3. Special Meetings . Special meetings of shareholders for any purpose or purposes may be called at any time by the Chairman of the Board, the Chief Executive Officer or by at least three (3) members of the Board of Directors. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting.

Section 4. Notice of Meetings . Except as otherwise required by law, written or printed notice stating the place, day and hour of every meeting of the shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder of record entitled to vote at such meeting, at his address which appears in the share transfer books of the Corporation. Meetings may be held without notice if all the shareholders entitled to vote at the meeting are present in person or by proxy or if notice is waived in writing by those not present, either before or after the meeting.

Section 5. Quorum . Except as otherwise required by the Corporation’s Articles of Incorporation, as amended, any number of shareholders together holding at least one-third (1/3) of the outstanding shares of capital stock entitled to vote with respect to the business to be transacted, who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of business. If less than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned from time to time the Chief Executive Officer of the Corporation. Any meeting that is adjourned for lack of a quorum may be rescheduled by the Chief Executive Officer for the same day of the following week without need of further notice. Any such meeting may be rescheduled one or more times until a quorum is present or represented by proxy.

Section 6. Voting . At any meeting of the shareholders, each shareholder of a class entitled to vote on the matters coming before the meeting shall have (i) one vote, in person or by proxy, for each share of common stock or (ii) such number of votes, in person or by proxy, as may be provided in accordance with Section 2 of Article III of the Articles of Incorporation for any class of preferred stock, in each case, standing in his or her name on the books of the Corporation at the time of such meeting or on any date fixed by the Board of Directors not more than seventy (70) days prior to the meeting. Every proxy shall be in writing, dated and signed by the shareholder entitled to vote or his duly authorized attorney-in-fact.

Section 7. Voting List . The officer or agent having charge of the stock transfer books for shares of the Corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, with the address of and the number of shares held by each. Such list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Corporation or at its principal place of business or at the office of its transfer agent or registrar and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders. If the requirements of this Section 7 have not been substantially complied with, the meeting shall, on the demand of any shareholder in person or by proxy, be adjourned until the Corporation complies with such requirements.

Section 8. Shareholder Proposals and Director Nominations . Shareholders may nominate one or more persons for election as directors at the annual meeting of shareholders or propose business to be brought before the annual meeting of shareholders, or both, only if (i) such business is a proper matter for shareholder action under the Virginia Stock Corporation Act and (ii) the shareholder has given timely notice in proper written form of such shareholder’s intent to make such nomination or nominations or to propose such business. To be timely, a shareholder’s notice relating to the annual meeting shall be delivered to the Secretary at the principal executive offices of the Corporation not less than one hundred twenty (120) days prior to the first anniversary (the “Anniversary”) of the date on which the Corporation first mailed its proxy materials for the preceding year’s annual meeting of shareholders. However, if the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the Anniversary of the preceding year’s annual meeting, then timely notice by the shareholder must be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the later of (i) the ninetieth (90th) day prior to such annual meeting or (ii) the fifteenth (15th) day following the day on which public announcement of the date of such meeting is first made. To be in proper form a shareholder’s notice to the Secretary shall be in writing and shall set forth (i) the name and address of the shareholder who intends to make the nomination(s) or propose the business and, as the case may be, of the person or persons to be nominated or of the business to be proposed, (ii) a representation that the shareholder is a holder of record of stock of the Corporation, that the shareholder intends to vote such stock at such meeting and, in the case of nomination of a director or directors, intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, (iii) in the case of nomination of a director or directors, a description of all arrangements or understandings between the shareholder and each nominee or any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder, (iv) such other information regarding each nominee or each matter of business to be proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to Regulation 14A promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), had the nominee been nominated, or intended to be nominated, or the matter been proposed, or intended to be proposed, by the Board of Directors of the Corporation or the Nominating Committee thereof and (v) in the case of nomination of a director or directors, the consent of each nominee to serve as a director of the Corporation if so elected. The Chairman of a meeting of shareholders may refuse to acknowledge the nomination of any person or the proposal of any business not made in compliance with the foregoing procedures. The business to be conducted at a special meeting of shareholders shall be limited to the business set forth in the notice of meeting sent by the Corporation. Notwithstanding the foregoing provisions of this Section 8, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to matters set forth in this Section 8. Nothing in this Section 8 shall affect any rights of shareholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or grant any shareholder a right to have any nominee included in the Corporation’s proxy statement.

Section 9. Inspectors . An appropriate number of inspectors for any meeting of shareholders may be appointed by the Chairman of such meeting. Inspectors so appointed will (i) ascertain the number of shares outstanding and the voting powers of each, (ii) determine the shares represented at a meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.

ARTICLE II

Directors

Section 1. General Powers . The property, affairs and business of the Corporation shall be managed under the direction of the Board of Directors, and except as otherwise expressly provided by law, the Corporation’s Articles of Incorporation or these Bylaws, all of the powers of the Corporation shall be vested in such Board.

Section 2. Election of Directors .

(a) Directors shall be elected at the annual meeting of shareholders to succeed those directors whose terms have expired and to fill any vacancies thus existing.

(b) Directors shall hold their offices for terms as set forth in the Corporation’s Articles of Incorporation and until their successors are elected.

(c) Provided that each director is afforded at least three (3) business days’ notice of a meeting of the Board of Directors, a majority of the number of directors in office immediately prior to the beginning of a meeting of directors shall constitute a quorum for the transaction of business at such meeting. If each director is only provided with notice of a meeting of the Board of Directors in accordance with Section 4 hereof, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3. Meetings of Directors . Meetings of the Board of Directors shall be held at places within or without the Commonwealth of Virginia and at times fixed by resolution of the Board, or upon call of (i) the Chairman of the Board, (ii) the Chief Executive Officer or (iii) two directors, and the Secretary or officer performing the Secretary’s duties shall give not less than twenty-four (24) hours’ notice by letter, telegraph or telephone (or in person) of all meetings of the directors, provided that notice need not be given of regular meetings held at times and places fixed by resolution of the Board. An annual meeting of the Board of Directors shall be held as soon as practicable after the adjournment of the annual meeting of shareholders. Meetings may be held at any time without notice if all of the directors are present, or if those not present waive notice in writing either before or after the meeting. The Board shall determine appropriate compensation for services rendered by its members.

ARTICLE III

Committees

Section 1. Compensation Committee . The Board of Directors, at its regular annual meeting, shall designate a Compensation Committee which shall consist of at least three (3) directors, all of whom shall be independent in accordance with Nasdaq Stock Market rules and regulations (such directors being “Independent Directors”). The Compensation Committee shall have and may exercise the powers to determine the amounts annually available for bonuses pursuant to any bonus plan or formula approved by the Board, to determine bonus awards to executive officers and to exercise such further powers with respect to bonuses as may from time to time be conferred by the Board of Directors. In addition, the Compensation Committee shall have and may exercise the power to fix and determine from time to time all salaries of the executive officers of the Corporation, and such further powers with respect to salaries as may from time to time be conferred by the Board of Directors. The Compensation Committee shall administer the Corporation’s Stock Incentive Plans (the “Plans”) and from time to time may grant, consistent with the Plans, stock options, shares of restricted stock and/or other securities authorized thereunder. Vacancies in the Compensation Committee shall be filled by the Board of Directors, and members shall be subject to removal by the Board at any time. The Compensation Committee shall fix its own rules of procedure. A majority of the number of regular members then serving shall constitute a quorum; and regular and alternate members present shall be counted to determine whether there is a quorum. The Compensation Committee shall keep minutes of its meetings, and all action taken by it shall be reported to the Board of Directors.

Section 2. Audit Committee . The Board of Directors at its regular annual meeting shall designate an Audit Committee which shall consist of at least three (3) directors, all of whom shall be Independent Directors. At least one member of the Audit Committee shall be deemed to be a “financial expert” in accordance with Nasdaq Stock Market rules and regulations. Vacancies in the Audit Committee shall be filled by the Board of Directors with directors meeting the requirements set forth above, giving consideration to continuity of the Audit Committee, and members shall be subject to removal by the Board at any time. The Audit Committee shall fix its own rules of procedures and a majority of the members serving shall constitute a quorum. The Audit Committee shall review the Corporation’s financial reporting process, including accounting policies and procedures. The Audit Committee shall examine the report of the Corporation’s outside auditors, consult with them with respect to their report and the standards and procedures employed by them in their audit, report to the Board the results of its study and recommend the selection of auditors for each fiscal year.

Section 3. Nominating Committee . The Board of Directors shall designate a Nominating Committee which shall consist of at least three (3) directors, all of whom shall be Independent Directors. The Committee shall make recommendations to the Board regarding nominees for election as directors by the shareholders at each annual meeting of shareholders and make such other recommendations regarding tenure, classification and compensation of directors as the Nominating Committee may deem advisable from time to time. The Nominating Committee shall fix its own rules of procedure and a majority of the members serving shall constitute a quorum.

Section 4. Other Committees of Board . The Board of Directors, by resolution duly adopted, may establish such other committees of the Board having limited authority in the management of the affairs of the Corporation as it may deem advisable and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

Section 5. Advisory Committees . After consultation with the Board of Directors, the Chief Executive Officer may establish such advisory committees as he may deem advisable to assist him in the administration and management of the business of the Corporation; such committees shall consist of officers, employees or consultants to be appointed by the Chief Executive Officer who shall serve for such terms and have such authority as may be designated by the Chief Executive Officer.

ARTICLE IV

Officers

Section 1. Election . The officers of the Corporation may consist of a Chairman of the Board, a Chief Executive Officer, a President, a Chief Financial Officer, one or more Vice Presidents (any one or more of whom may be designated as Executive Vice Presidents or Senior Vice Presidents) and a Secretary. In addition, such other officers as are provided in Section 3 of this Article may from time to time be elected by the Board of Directors. Any two or more of such offices may be held by the same person. All officers shall hold office until the next annual meeting of the Board of Directors or until their successors are elected. The Chairman of the Board shall be chosen from among the directors. Any two officers may be combined in the same person as the Board of Directors may determine.

Section 2. Removal of Officers; Vacancies . Any officer of the Corporation may be removed summarily with or without cause, at any time by a resolution passed at any meeting by affirmative vote of a majority of the members of the Board of Directors. Vacancies may be filled at any meeting of the Board of Directors.

Section 3. Other Officers . Other officers may from time to time be elected by the Board, including, without limitation, one or more Assistant Secretaries.

Section 4. Duties . The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are hereinafter provided and as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

Section 5. Duties of the Chairman of the Board . The Chairman of the Board shall preside at all meetings of shareholders and the Board of Directors. In the incapacity or absence of the Chief Executive Officer, the Chairman of the Board shall perform the duties and have the authority of the Chief Executive Officer. The Chairman of the Board may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. In addition, he shall perform all duties incident to the office of the Chairman of the Board and such other duties as from time to time may be assigned to him by the Board of Directors.

Section 6. Duties of the Chief Executive Officer . The Chief Executive Officer shall have direct supervision over the business of the Corporation, subject to the Board of Directors. In the incapacity of the Chairman of the Board or, in the absence of the Chairman of the Board and upon his designation, the Chief Executive Officer shall perform the duties of the Chairman of the Board. The Chairman of the Board may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. In addition, he shall perform all duties incident to the office of the Chief Executive Officer and such other duties as from time to time may be assigned to him by the Board of Directors.

Section 7. Duties of the President . The duties of the President of the Corporation shall include, but not be limited to, assisting the Chief Executive Officer (to the extent the President is not also the Chief Executive Officer) in directing the overall business, affairs and operations of the Corporation.

Section 8. Duties of the Chief Financial Officer . The Chief Financial Officer shall perform all the powers and duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Corporation. The Chief Financial Officer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he may agree with the Chief Executive Officer or as the Board may from time to time determine. The Chief Financial Officer shall report directly to the Chief Executive Officer.

Section 9. Duties of the Vice Presidents . Each Vice President of the Corporation (including any Executive Vice President and Senior Vice President) shall have powers and duties as may from time to time be assigned to him by the Board of Directors. When there shall be more than one Vice President of the Corporation, the Board of Directors may from time to time designate one of them to perform the duties of the Chief Executive Officer and/or the President in the absence of the Chief Executive Officer and/or the President. Any Vice President of the Corporation may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed.

Section 10. Duties of the Secretary . The Secretary shall act as secretary of all meetings of the Board of Directors and all other Committees of the Board, and the shareholders of the Corporation, and shall keep the minutes thereof in the proper book or books to be provided for that purpose. He shall see that all notices required to be given by the Corporation are duly given and served; shall have custody of the seal of the Corporation and shall affix the seal or cause it to be affixed to all certificates for stock of the Corporation and to all documents the execution of which on behalf of the Corporation under its corporate seal is duly authorized in accordance with the provisions of these Bylaws; shall have custody of all deeds, leases, contracts and other important corporate documents; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a Corporation; shall see that the reports, statements and other documents required by law (except tax returns) are properly filed; and shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors, the Chairman of the Board or the Chief Executive Officer.

Section 11. Other Duties of Officers . Any officer of the Corporation shall have, in addition to the duties prescribed herein or by law, such other duties as from time to time shall be prescribed by the Board of Directors, the Chairman of the Board or the Chief Executive Officer.

ARTICLE V

Capital Stock

Section 1. Certificates . The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law. Transfer agents and/or registrars for one or more classes of the stock of the Corporation may be appointed by the Board of Directors and may be required to countersign certificates representing stock of such class or classes. In the event that any officer whose signature or facsimile thereof shall have been used on a stock certificate shall for any reason cease to be an officer of the Corporation and such certificate shall not then have been delivered by the Corporation, the Board of Directors may nevertheless adopt such certificate and it may then be issued and delivered as though such person had not ceased to be an officer of the Corporation.

Section 2. Lost, Destroyed and Mutilated Certificates . Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may, in its discretion, cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

Section 3. Transfer of Stock . The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

Section 4. Fixing Record Date . For the purpose of determining shareholders entitled to notice of or to vote at any meeting of the shareholders or any adjournment thereof, or entitled to receive payment for any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy (70) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section such determination shall apply to any adjournment thereof.

ARTICLE VI

Miscellaneous Provisions

Section 1. Seal . The seal of the Corporation shall consist of a flat-face circular die, of which there may be any number of counterparts, on which there shall be engraved in the center the words “Sino-Global Shipping America, Ltd.”

Section 2. Fiscal Year . The fiscal year of the Corporation shall end on June 30th of each year, and shall consist of such accounting periods as may be recommended by the Treasurer and approved by the Board of Directors.

Section 3. Books and Records . The Corporation shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of its shareholders and Board of Directors; and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar a record of its shareholders, giving the names and addresses of all shareholders, and the number, class and series of the shares being held. The Board of Directors shall, subject to the provisions of the foregoing paragraph of this section, to the provisions of Section 7 of Article I and to the laws of the Commonwealth of Virginia, have the power to determine from time to time whether and to what extent and under what conditions and limitations the accounts, records and books of the Corporation, or any of them, shall be open to the inspection of the shareholders.

Section 4. Checks, Notes and Drafts . Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

Section 5. Voting of Stock Held . Unless otherwise provided by resolution of the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President or any Vice President shall from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a shareholder or otherwise in any other corporation, any of whose stock or securities may be held in this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any of such other corporation, and shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises; or, in lieu of such appointments, the Chairman of the Board, the Chief Executive Officer, the President or any Vice President may attend in person any meetings off the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

Section 6. Implied Amendments . Any action taken or authorized by the shareholders or by the Board of Directors which would be inconsistent with the Bylaws then in effect, but which is taken or authorized by the affirmative vote of not less than that number of shares or the number of directors that would be required to amend these Bylaws so that the Bylaws would be consistent with such action, shall be given the same effect as if these Bylaws had been temporarily amended or suspended to the extent necessary to permit the specific action so taken or authorized.

LOCK-UP AGREEMENT

__________ ___, ______

By Facsimile ((718) 888-1418)

Sino-Global Shipping America, Ltd.

36-09 Main Street

Suite 9C-2

Flushing, New York 11354

Attn: Zhang Mingwei, Chief Financial Officer

By Facsimile ((804) 648-3404)

Anderson & Strudwick, Incorporated

707 East Main Street

20 ^th Floor

Richmond, Virginia 23219

Attn: L. McCarthy Downs, III, Senior Vice President

Re: Lock-Up Agreement

Dear Mr. Zhang and Mr. Downs:

The undersigned understands that Anderson & Strudwick, Incorporated (the “Underwriter”), proposes to enter into an Underwriting Agreement with Sino-Global Shipping America, Ltd. (the “Company”), providing for the public offering (the “Offering”) by the Underwriter of a minimum of ________ shares and a maximum of _________ shares of common stock, without par value per share (“Common Stock”), of the Company.

In consideration of the Underwriter’s agreement to purchase and undertake the Offering of the Common Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned agrees that the undersigned will not register, offer, sell, contract to sell, grant any securities convertible into or exercisable or exchangeable for the Common Stock or any warrants to purchase the Common Stock (including, without limitation, securities of the Company which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon the exercise of a stock option or warrant) for a period of one hundred ninety (190) days after the effective date of the registration of the Offering.

The undersigned understands that the Company, the Underwriter and the Representatives will proceed with the Offering in reliance upon this Lock-up Agreement.

	Very truly yours,


	By:
	Name:
	Its:

ESCROW AGREEMENT

This Escrow Agreement is made and entered into as of the ____ day of _________, _____, by and among ANDERSON & STRUDWICK, INCORPORATED, a Virginia corporation (the “Underwriter”), SINO-GLOBAL SHIPPING AMERICA, LTD., a Virginia corporation (the “Company”) and SUNTRUST BANK, N.A. (the “Escrow Agent”).

RECITALS:

A. The Company proposes to sell a minimum of __________ ordinary shares and a maximum of __________ ordinary shares (the “Shares”) of the Company at a price of $____ per share (the “Offering”).

B. The Company has retained the Underwriter, as agent for the Company on a best efforts, minimum-maximum basis, to sell the Shares in the Offering, and the Underwriter has agreed to sell the shares in the Offering as the Company’s agent on a best efforts minimum-maximum basis.

C. The Escrow Agent is willing to hold the proceeds of the Offering in escrow pursuant to this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained in this Agreement, it is hereby agreed as follows:

1. Establishment of the Escrow Agent . Contemporaneously herewith, the parties have established a non-interest-bearing account with the Escrow Agent, which escrow account is entitled “Sino-Global Shipping America, Ltd. IPO Escrow Account” (the “Escrow Account”). The Underwriter will transfer funds directly to the Escrow Agent as directed by its customers and will instruct other purchasers of the Shares to make checks payable to “SunTrust Bank - Sino-Global Shipping America, Ltd. IPO Escrow Account.”

2. Escrow Period . The escrow period (the “Escrow Period”) shall begin with the commencement of the Offering and shall terminate upon the earlier to occur of the following dates:

(a) the date on which the Escrow Agent confirms that it has received in the Escrow Account gross proceeds of $8,750,000 (the “Maximum”);

(b) June 1, 2008;

(c) the date on which the Underwriter and the Company notify the Escrow Agent that the Offering has been terminated in writing.

During the Escrow Period, the Company is aware and understands that it is not entitled to any funds received into escrow and no amounts deposited in the Escrow Account shall become the property of the Company or any other entity, or be subject to the debts of the Company or any other entity.

3. Deposits into the Escrow Account . The Underwriter agrees that it shall deliver to the Escrow Agent for deposit in the Escrow Account all monies received from purchasers of the Shares by noon of the next business day after receipt together with a written account of each sale, which account shall set forth, among other things, (i) the purchaser’s name and address, (ii) the number of Shares purchased by the purchaser, (iii) the amount paid therefor by the purchaser, (iv) whether the consideration received from the purchaser was in the form of a check, draft or money order, and (v) the purchaser’s social security or tax identification number. The Escrow Agent agrees to hold all monies so deposited in the Escrow Account (the “Escrow Amount”) for the benefit of the parties hereto until authorized to disburse such monies under the terms of this Agreement.

4. Disbursements from the Escrow Account . In the event the Escrow Agent does not receive minimum deposits totaling $6,750,000 prior to the termination of the Escrow Period, or if the Underwriter and the Company notify the Escrow Agent that the Offering has been terminated, the Escrow Agent shall promptly refund to each purchaser the amount received from the purchaser, without deduction, penalty, or expense to the purchaser, and the Escrow Agent shall notify the Company and the Underwriter of its distribution of the funds. The purchase money returned to each purchaser shall be free and clear of any and all claims of the Company or any of its creditors.

In the event the Escrow Agent does receive minimum deposits totaling $6,750,000 prior to termination of the Escrow Period, on the date of Closing, the Escrow Agent shall disburse the Escrow Amount pursuant to the provisions of Section 6, provided, however , in no event will the Escrow Amount be released to the Company until such amount is received by the Escrow Agent in collected funds. For purposes of this Agreement, the term “collected funds” shall mean all funds, including fed funds, received by the Escrow Agent which have cleared normal banking channels.

5. Collection Procedure .

(a) The Escrow Agent is hereby authorized to deposit each check in the Escrow Account.

(b) In the event any check paid by a purchaser and deposited in the Escrow Account shall be returned, the Escrow Agent shall notify the Underwriter by telephone of such occurrence and advise it of the name of the purchaser, the amount of the check returned, and any other pertinent information. The Escrow Agent shall then transmit the returned check directly to the purchaser and shall transmit the statement previously delivered by the Underwriter relating to such purchase to the Underwriter.

(c) If the Company rejects any purchase of Shares for which the Escrow Agent has already collected funds, the Escrow Agent shall promptly issue a refund check to the rejected purchaser. If the Underwriter rejects any purchase for which the Escrow Agent has not yet collected funds but has submitted the purchaser’s check for collection, the Escrow Agent shall promptly issue a check in the amount of the purchaser’s check to the rejected purchaser after the Escrow Agent has cleared such funds. If the Escrow Agent has not yet submitted a rejected purchaser’s check for collection, the Escrow Agent shall promptly remit the purchaser’s check directly to the purchaser.

6. Delivery of Escrow Account .

(a) Prior to the Closing (as defined in Section 8 of this Agreement), the Underwriter and the Company shall provide the Escrow Agent with a statement, executed by each party, containing the following information:

(i) The total number of Shares sold by the Underwriter directly to purchasers and a list of each purchaser, and the number of Shares purchased by such purchaser, and specification of the manner in which the Shares should be issued; and

(ii) A calculation by the Underwriter and the Company as to the manner in which the Escrow Account should be distributed to the Company and the Underwriter and in the event of oversubscription or rejection of certain purchasers, the aggregate amount to be returned to individual purchasers and a listing of the exact amount to be returned to each such purchaser.

The Escrow Agent shall hold the Escrow Account and distribute it in accordance with the above-described statement on the date of Closing or such later date that it receives the above-described statement.

(b) Upon termination of the Offering by the Company or the Underwriter for any reason, the Escrow Agent shall return to the purchasers who contributed to the Escrow Account the exact amount contributed by them.

7. Investment of Escrow Account . The Escrow Agent shall deposit funds received from purchasers in the Escrow Account, which shall be a non-interest-bearing bank account at SunTrust Bank.

8. Closing Date . The “Closing” shall be the date of closing of the Offering, and the “Closing Date” shall be the date on or subsequent to the date on which the Escrow Agent has received minimum deposits of at least $6,750,000 in collected funds that is designated to the Escrow Agent by the Underwriter and the Company as the Closing Date.

9. Compensation of Escrow Agent . The Company shall pay the Escrow Agent a fee for its services hereunder in an amount equal to __________ Dollars ($__________), which amount shall paid on the Closing Date. In the event the Offering is canceled for any reason, the Company shall pay the Escrow Agent its fee within ten (10) days after the Escrow Amount is refunded to purchasers. No such fee or any other monies whatsoever shall be paid out of or chargeable to the funds on deposit in the Escrow Account.

10. Disbursement Into Court . If, at any time, there shall exist any dispute between the Company, the Underwriter and/or the purchasers with respect to the holding or disposition of any portion of the Escrow Amount or any other obligations of the Escrow Agent hereunder, or if at any time the Escrow Agent is unable to determine, to the Escrow Agent’s sole satisfaction, the proper disposition of any portion of the Escrow Amount or the Escrow Agent’s proper actions with respect to its obligations hereunder, or if the Company and the Underwriter have not within 30 days of the furnishing by the Escrow Agent of a notice of resignation appointed a successor Escrow Agent to act hereunder, then the Escrow Agent may, in its sole discretion, take either both of the following actions:

(a) suspend the performance of any of its obligations under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of the Escrow Agent or until a successor Escrow Agent shall have been appointed (as the case my be); provided however , that the Escrow Agent shall continue to hold the Escrow Amount in accordance with Section 7 hereof; and/or

(b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in Richmond, Virginia, for instructions with respect to such dispute or uncertainty, and pay into court all funds held by it in the Escrow Account for holding and disposition in accordance with the instructions of such court.

The Escrow Agent shall have no liability to the Company, the Underwriter or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Account or any delay in or with respect to any other action required or requested of the Escrow Agent.

11. Duties and Rights of the Escrow Agent . The foregoing agreements and obligations of the Escrow Agent are subject to the following provisions:

(a) The Escrow Agent’s duties hereunder are limited solely to the safekeeping of the Escrow Account in accordance with the terms of this Agreement. It is agreed that the duties of the Escrow Agent are only such as herein specifically provided, being purely of a ministerial nature, and the Escrow Agent shall incur no liability whatsoever except for negligence, willful misconduct or bad faith.

(b) The Escrow Agent is authorized to rely on any document believed by the Escrow Agent to be authentic in making any delivery of the Escrow Account or the certificates representing the Shares. It shall have no responsibility for the genuineness or the validity of any document or any other item deposited with it and it shall be fully protected in acting in accordance with this Agreement or instructions received.

(c) The Company and the Underwriter hereby waive any suit, claim, demand or cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Agreement, unless such suit, claim, demand or cause of action is based upon the gross negligence, willful misconduct, or bad faith of the Escrow Agent.

12. Notices . It if further agreed as follows:

(a) All notices given hereunder will be in writing, served by registered or certified mail, return receipt requested, postage prepaid, or by hand-delivery, to the parties at the following addresses:

to the Company:

Sino-Global Shipping America, Ltd.

36-09 Main Street

Suite 9C-2

Flushing, New York 11354

Attention: Cao Lei, Chief Executive Officer

Fax: (718) 888-1148

with a copy to:

Kang Da Law Office

703 CITIC Building

Jianguomenwai Street

Beijing China 100004

Attention: Wendy Guo, Esq.

Facsimile: (8610) 8526-2826

To the Underwriter:

Anderson & Strudwick, Incorporated

707 East Main Street, 20 ^th Floor

Richmond, Virginia 23219

Attention: L. McCarthy Downs, III

Facsimile: (804) 648-3404

with a copy to:

Kaufman & Canoles, P.C.

1051 East Cary Street

Suite 1206

Richmond, Virginia 23219

Attention: Bradley A. Haneberg, Esq.

Facsimile: (804) 771-5777

To the Escrow Agent:

SunTrust Bank

919 East Main Street

10 ^th Floor

Richmond, Virginia 23219

Attention:

Facsimile: (804) _____-_______

12. Miscellaneous .

(a) This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

(b) If any provision of this Agreement shall be held invalid by any court of competent jurisdiction, such holding shall not invalidate any other provision hereof.

(d) This Agreement may not be modified except in writing signed by the parties hereto.

(e) All demands, notices, approvals, consents, requests and other communications hereunder shall be given in the manner provided in this Agreement.

(f) This Agreement may be executed in one or more counterparts, an if executed in more than one counterpart, the executed counterparts shall together constitute a single instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their respective names, all as of the date first above written.

	ANDERSON & STRUDWICK, INCORPORATED


	By:
		L. McCarthy Downs, III
		Senior Vice President

	SINO-GLOBAL SHIPPING AMERICA, LTD.


	By:
	Name:	Cao Lei
	Title:	Chief Executive Officer


	SUNTRUST BANK


	By:
	Name:
	Title:

SINO-GLOBAL SHIPPING AMERICA, LTD.

WARRANT AGREEMENT

_________________ ___, _____

Anderson & Strudwick, Incorporated

707 East Main Street

20 ^th Floor

Richmond, Virginia 23219

Ladies and Gentlemen:

Sino-Global Shipping America, Ltd., a Virginia corporation (the “Company”), agrees to issue and sell to you a warrant (the “Warrant”) to purchase the number of shares of common stock, of the Company set forth herein, subject to the terms and conditions contained herein.

1. Issuance of Warrant; Exercise Price . The Warrant, which shall be in the form attached hereto as Exhibit A , shall be issued to you concurrently with the execution hereof in consideration of the payment by you to the Company of the sum of US $0.001 cash per share of common stock subject to the Warrant, the receipt and sufficiency of which are hereby acknowledged. The Warrant shall provide that you and such other holder(s) of the Warrant, as such may be assigned in accordance herewith, shall have the right to purchase an aggregate of up to __________ shares of common stock for an exercise price equal to $_____ per share (the “Exercise Price”), as described more fully herein. The number, character and Exercise Price of such shares are subject to adjustment as hereinafter provided, and the term “shares” shall mean, unless the context otherwise requires, the shares of common stock and other securities and property receivable upon exercise of the Warrant. The term “Exercise Price” shall mean, unless the context otherwise requires, the price per share purchasable under the Warrant as set forth in this Section 1, as adjusted from time to time pursuant to Section 5.

2. Notices of Record Date . In the event of (i) any taking by the Company of a record date with respect to the holder(s) of any class of securities of the Company for purposes of determining which of such holder(s) are entitled to dividends or other distributions, or any right to subscribe for, purchase or otherwise acquire shares of stock of any class or any other securities or property, or to receive any other right, (ii) any capital reorganization of the Company, or reclassification or recapitalization of capital stock of the Company or any transfer in one or more related transactions of all or a majority of the assets or revenue or income generating capacity of the Company to, or consolidation or merger of the Comany with or into, any other entity or person, or (iii) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will mail or cause to be mailed to each holder of a Warrant at the time outstanding a notice specifying, as the case may be, (a) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right; or (b) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place and the time, if any is to be fixed, as of which the holders of record of shares (or any other class of stock or securities of the Company, or another issuer pursuant to Section 5, receivable upon the exercise of the Warrant) shall be entitled to exchange their shares (or such other stock or securities) for securities or other property deliverable upon such event. Any such notice shall be deposited in the United States mail, postage prepaid, at least ten (10) days prior to the date therein specified, and the holder(s) of the Warrant(s) may exercise the Warrant(s) and participate in such event as a registered holder of shares, upon exercise of the Warrant(s) so held, within the ten (10) day period from the date of mailing such notice.

3. No Impairment . The Company shall not, by amendment of its organizational documents or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other action, avoid or seek to avoid the observance or performance of any other action, avoid or seek to avoid the observance or performance of any of the terms of this Agreement or of the Warrant, but will at all times in good faith take any and all action as may be necessary in order to protect the rights of the holder(s) of the Warrant against impairment. Without limiting the generality of the foregoing, the Company (a) will at all times reserve and keep available, solely for issuance and delivery upon exercise of the Warrant, shares issuable from time to time upon exercise of the Warrant, (b) will not increase the par value of any shares of stock receivable upon exercise of the Warrant above the amount payable in respect thereof upon such exercise, and (c) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable stock upon the exercise of the Warrant, or any portion of it.

4. Exercise of Warrant .

(a) Exercise for Cash . At any time and from time to time on and after one hundred eighty (180) days after the closing of the initial public offering of the Company’s common stock (the “IPO”) and expiring on ____________ ___, ____ at 11:59 p.m., Richmond, Virginia time (the “Exercise Period”), Warrant may be exercised as to all or any portion of the whole number of shares covered by the Warrant by the holder thereof by surrender of the Warrant, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at 36-09 Main Street, Suite 9C-2, Flushing, New York 11354, Attention: President.

(b) Cashless Exercise . In addition, during the Exercise Period and to the extent that the Company has failed to register the shares issuable hereunder in accordance with Section 7 hereof within 90 days of the notification of the Company of the exercise of such demand registration right, the Warrant may be exercised as to all or any portion of the whole number of shares covered by the Warrant by the holder thereof by surrender of Warrant together with irrevocable instructions to the Company to issue in exchange for the Warrant the number of shares equal to the product of (i) the number of shares as to which the Warrant is being exercised multiplied by (ii) a fraction the numerator of which is the Current Value of an share less the Exercise Price therefor and the denominator of which is such Current Value. In the case of the purchase of less than all the shares purchasable under the Warrant, the Company shall cancel such Warrant and shall execute and deliver a new Warrant of like tenor for the unexercised balance. For the purposes hereof, “Exercise Date” shall mean the date on which all deliveries required to be made to the Company upon exercise of the Warrant pursuant to this Section 4 shall have been made.

(c) Issuance of Certificates . Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share on the date of exercise. Certificates for shares issuable by reason of the exercise of the Warrant shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event the Warrant is exercised as to less than the aggregate amount of all shares issuable upon exercised as to less than the aggregate amount of all shares issuable upon exercise of the Warrant held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares as to which the Warrant remains unexercised. In addition to the foregoing, should the Company fail to issue the stock certificate or certificates within the time limits referenced in the first sentence of this Section 4(c), if and to the extent not already utilized as to the Warrant or the shares underlying the Warrant, the holder may utilize the cashless exercise contained in Section 4(b) hereof.

(d) Current Value . For purposes of this section, “Current Value” is defined (i) in the case for which a public market exists for the shares at the time of such exercise, at a price per share equal to (A) the average of the means between the closing bid and asked prices of the shares in the over-the-counter market for 20 consecutive business days commencing 30 business days before the date of such notice, (B) if the shares are quoted on the Nasdaq Capital Market, at the average of the means of the daily closing bid and asked prices of the shares for 20 consecutive business days commencing 30 business days before the date of such notice, or (C) if the shares are listed on any national securities exchange or The Nasdaq National Market, at the average of the daily closing prices of the shares for 20 consecutive business days commencing 30 business days before the date of such notice, and (ii) in the case no public market exists at the time of such exercise, at the Appraised Value. For the purposes of this Agreement, “Appraised Value” is the value determined in accordance with the following procedures. For a period of five (5) days after the date of an event (a “Valuation Event”) requiring determination of Current Value at a time when no public market exists for the shares (the “Negotiation Period”), each party to this Agreement agrees to negotiate in good faith to reach agreement upon the Appraised Value of the securities or property at issue, as of the date of the Valuation Event, which will be the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity or restrictions on transfer. In the event that the parties are unable to agree upon the Appraised Value of such securities or other property by the end of the Negotiation Period, then the Appraised Value of such securities or property will be determined for purposes of this Agreement by a recognized appraisal or investment banking firm mutually agreeable to the holder(s) of the Warrant and the Company (the “Appraiser”). If the holder(s) of the Warrant and the Company cannot agree on an Appraiser within two (2) business days after the end of the Negotiation Period, the Company, on the one hand, and the holder(s) of the Warrant, on the other hand, will each select an Appraiser within ten (10) business days after the end of the Negotiation Period and those Appraisers will determine the fair market value of such securities or property, without premium for control or discount for minority interests. Such independent Appraiser(s) will be directed to determine fair market value of such securities or property as soon as practicable, but in no event later than thirty (30) days from the date of its selection. The determination by Appraiser(s) of the fair market value will be conclusive and binding on all parties to this Agreement. If there are two Appraisers, and they do not agree as to fair market value, then fair market value shall be determined to be the average of the fair market values as determined by each Appraiser. Appraised Value of each share at a time when (i) the Company is not a reporting company under the Securities Exchange Act of 1934 and (ii) the shares are not traded in the organized securities markets, will, in all cases, be calculated by determining the Appraised Value of the entire Company taken as a whole and dividing that value by the number of shares then outstanding, without premium for control or discount for minority interests, illiquidity or restrictions on transfer. The costs of the Appraiser(s) will be borne by the Company. In no event will the Appraised Value of the shares be less than the per share consideration received or receivable with respect to the shares or securities or property of the same class in connection with a pending transaction involving a sale, merger, recapitalization, reorganization, consolidation, or share exchange, dissolution of the Company, sale or transfer of all or a majority of its assets or revenue or income generating capacity, or similar transaction.

5. Protection Against Dilution . The Exercise Price for the shares and number of shares issuable upon exercise of the Warrant, in whole or in part, is subject to adjustment from time to time as follows:

(a) Stock Dividends, Subdivisions, Reclassifications, Etc . In case at any time or from time to time after the date of execution of this Agreement, the Company shall (i) take a record of the holders of shares for the purpose of entitling them to receive a dividend or a distribution on shares payable in shares or other class of securities, (ii) subdivide or reclassify its outstanding shares of shares into a greater number shares, or (iii) combine or reclassify its outstanding shares into a smaller number of shares, then, and in each such case, the Exercise Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted in such a manner that the Exercise Price for the shares issuable upon exercise of the Warrant immediately after such event shall bear the same ratio to the Exercise Price in effect immediately prior to any such event as the total number of shares outstanding immediately prior to such event shall bear to the total number of shares outstanding immediately after such event.

(b) Adjustment of Number of Shares Purchasable . When any adjustment is required to be made in the Exercise Price under this Section 5, (i) the number of shares issuable upon exercise of the Warrant, in whole or in part, shall be changed (upward to the nearest full share) to the number of shares determined by dividing (x) an amount equal to the number of shares issuable pursuant to the exercise of the Warrant immediately prior to the adjustment, multiplied by the Exercise Price in effect immediately prior to the adjustment, by (y) the Exercise Price in effect immediately after such adjustment, and (ii) upon exercise of the Warrant, the holder will be entitled to receive the number of shares of other securities referred to in Section 5(a) that such holder would have received had the Warrant been exercised prior to the events referred to in Section 5(a).

(c) Adjustment for Reorganization, Consolidation, Merger, Etc . In case of any reorganization or consolidation of the Company with, or any merger of the Company with or into, another entity (other than a consolidation or merger in which the Company is the surviving corporation) or in case of any sale or transfer to another entity of the majority of assets of the Company, the entity resulting from such reorganization or consolidation or surviving such merger or to which such sale or transfer shall be made, as the case may be, shall make suitable provision (which shall be fair and equitable to each holder of a Warrant) and shall assume the obligations of the Company hereunder (by written instrument executed and mailed to each holder of a Warrant then outstanding) pursuant to which, upon exercise of the Warrant, at any time after the consummation of such reorganization, consolidation, merger or conveyance, the holder shall be entitled to receive the stock or other securities or property that such holder would have been entitled to upon consummation if such holder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 5.

(d) Certificate as to Adjustments . In the event of adjustment as herein provided in paragraphs of this Section 5, the Company shall promptly mail to each Warrant holder a certificate setting forth the Exercise Price and number of shares issuable upon exercise after such adjustment and setting forth a brief statement of facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which the Warrant shall be exercisable after any adjustment of the Exercise Price as provided in this Agreement.

(e) Minimum Adjustment . Notwithstanding the foregoing, no certificate as to adjustment of the Exercise Price hereunder shall be made if such adjustment results in a change in the Exercise Price then in effect of less than five cents ($0.05) and any adjustment of less than five cents ($0.05) of any Exercise Price shall be carried forward and shall be made at the time of and together with any subsequent adjustment that, together with any subsequent adjustment that, together with the adjustment or adjustments so carried forward, amounts to five cents ($0.05) or more; provided however, that upon the exercise of a Warrant, the Company shall have made all necessary adjustments (to the nearest cent) not theretofore made to the Exercise Price up to and including the date upon which such Warrant is exercised.

7. Registration Rights .

(a) Demand Registration Under the Securities Act of 1933 . To the extent that sufficient shares have not been registered to permit exercise of the Warrant, then at any time commencing after the closing of the IPO, through and including ____________ ___, ____ , parties who collectively hold a majority of the shares issued or issuable upon the exercise of the Warrant shall have the right, exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the “Commission”), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for you and any other holder of a Warrant, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant, the shares underlying the Warrant or other securities held as a result of any adjustment made pursuant to Section 5 hereof (collectively, the “Registrable Securities”). The Company shall notify each holder of a Warrant and the shares underlying the Warrant of any such demand registration request within ten (10) days of receipt of such request. The notified holder(s) may participate in such demand registration by notifying the Company within ten (10) days after receiving the Company’s notification.

(b) Notice to Be Delivered . The Company covenants and agrees to give written notice of any registration request under Section 7(a) by you or any holder(s) to you and to all other holder(s) of a Warrant or the shares underlying a Warrant within ten (10) days from the date of the receipt of any such registration request.

(c) Covenants of the Company With Respect to Registration . In connection with any registration under Section 7(a) hereof, the Company covenants and agrees as follows:

(i) The Company shall use its best efforts to file a registration statement within forty-five (45) days of receipt of any demand therefor in accordance with Section 7(a), shall use its best efforts to have any registration statement declared effective at the earliest practicable time, and shall furnish you and each holder desiring to sell the Registrable Securities held by you or the other holder(s) as a result of any adjustment made pursuant to the provisions of Section 5 hereof, such number of prospectuses as shall reasonably be requested.

(ii) The Company shall pay all costs (excluding fees and expenses of counsel for you and any other holder(s) and any underwriting or selling commissions), fees and expenses in connection with all registration statements filed pursuant to Section 7(a) hereof including, without limitation, the Company’s legal and accounting fees, printing expenses, and blue sky fees and expenses. If the Company shall fail to comply with the provisions of Section 7(d), the Company shall, in addition to any other equitable or other relief available to you and any other holder(s), be liable for any or all actual damages (which may include damages due to a loss of profit).

(iii) The Company will take all necessary action which may be required in qualifying or registering the Registrable Securities included in a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by you and any other holder(s), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction.

(iv) The Company shall indemnify you and any other holder(s) of the Registrable Securities to be sold pursuant to any registration statement and each person, if any, who controls you or any other holder(s) within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the 1934 Act or otherwise, arising from such registration statement to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify you in the Underwriting Agreement to be entered into by and between you and the Company (the “Underwriting Agreement”) and to provide for just and equitable contribution as set forth in the Underwriting Agreement.

(v) You and any other holder(s) of the Registrable Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the 1934 Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the 1934 Act or otherwise, arising from information furnished by or on behalf of such holder(s), or their successors or assigns, for specific inclusion in such registration statement to the same extent and with the same effect as the provisions contained in the Underwriting Agreement pursuant to which you have agreed to indemnify the Company and to provide for just and equitable contribution as set forth in the Underwriting Agreement.

(vi) Nothing contained in this Agreement shall be construed as requiring you or any other holder(s) to exercise any portion of their Warrant prior to the initial filing of any registration statement or the effectiveness thereof.

(vii) The Company shall deliver promptly to you and any other holder(s) of the Registrable Securities participating in the offering copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit you and the other holder(s) of the Registrable Securities to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the Financial Industry Regulatory Authority (“FINRA”); provided that you and each such holder of the Registrable Securities agree not to disclose such information without the prior consent of the Company. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as you and any other holder(s) of the Registrable Securities shall reasonably request.

(viii) If required by the underwriters in connection with an underwritten offering which includes Registrable Securities pursuant to this Section 7, the Company shall enter into an underwriting agreement with one or more underwriters selected for such underwriting. Such underwriting agreement shall be satisfactory in form and substance to the Company, you and each other holder of the Registrable Securities, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the underwriters. If required by the underwriters, you and the other holder(s) of the Registrable Securities shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations and warranties of the Company to or for the benefit of such underwriters shall, to the extent that they may be applicable, also be made to and for the benefit of you and the other holder(s) of the Registrable Securities. You and the other holder(s) of the Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to you and the other holder(s) of the Registrable Securities and their intended methods of distribution.

(ix) In connection with any registration statement filed pursuant to Section 7 hereof, the Company shall furnish, or cause to be furnished, to you and each holder participating in any underwritten offering and to each underwriter, a signed counterpart, addressed to you, such holder(s) or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (ii) a “cold comfort” letter, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement), signed by the independent public accountants who have issued a report on the Company’s financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities.

(x) The Company shall promptly notify you and each holder of the Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Act, upon the Company’s discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and upon receipt of such notice you and each holder shall not effect any sale of securities and shall immediately cease utilizing or distributing such prospectus. At the request of you or any such holder(s), the Company shall promptly prepare and furnish to you or such holder(s) and each underwriter, if any, a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made.

(xi) For purposes of this Agreement, the term “majority” in reference to you and the other holder(s) of a Warrant or the shares underlying an unexercised Warrant, shall mean in excess of fifty percent (50%) of the shares underlying the then outstanding Warrant(s) that have not been resold to the public pursuant to Rule 144 under the Act or a registration statement filed with the Commission under the Act.

8. Stock Exchange Listing . In the event the Company lists its shares on any national securities exchange or market, the Company will, at its expense, also list on such exchange, upon exercise of a Warrant, all shares issuable pursuant to such Warrant.

9. Restrictive Legend . Executed copies of this Agreement shall be filed in the principal office of the Company. Instruments evidencing all or part of the Warrant shall contain the legend shown on Exhibit A until one hundred eighty (180) days after the closing of the IPO, after which time such legend may be removed at the request of the holder thereof.

10. Successors and Assigns; Binding Effect . This Agreement shall be binding upon and inure to the benefit of you and the Company and their respective successors and permitted assigns.

11. Notices . Any notice hereunder shall be given by registered or certified mail, if to the Company, at its principal office referred to in Section 5 and, if to a holder, to the holder’s address shown in the Warrant ledger of the Company, provided that any holder may at any time on three (3) days’ written notice to the Company designate or substitute another address where notice is to be given. Notice shall be deemed given and received after a certified or registered letter, properly addressed with postage prepaid, is deposited in the U.S. mail.

12. Severability . Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the remainder of this Agreement.

13. Assignment; Replacement of Warrant . The Warrant and the shares underlying the Warrant may be sold, transferred, assigned, pledged or hypothecated by you prior to one hundred eighty (180) days after the closing of the IPO only to bona fide officers of Anderson & Strudwick, Incorporated, who in turn shall be subject to the same restriction. Any assignment shall be effected in accordance with the Form of Assignment attached hereto as Exhibit C . If the Warrant is assigned, in whole or in part, the Warrant shall be surrendered at the principal office of the Company, and thereupon, in the case of a partial assignment, a new Warrant shall be issued to the holder thereof covering the number of shares not assigned, and the assignee shall be entitled to receive a new Warrant covering the number of shares so assigned. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant and appropriate bond or indemnification protection, the Company shall issue a new Warrant of like tenor.

14. Rights of Shareholders . Until exercised, the Warrant shall not entitle the holder thereof to any of the rights of a shareholder of the Company.

15. Governing Law . This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Virginia without giving effect to the principles of choice of laws thereof.

16. Definition . All references to the word “you” in this Agreement shall be deemed to apply with equal effect to any persons or entities to whom a Warrant has been transferred in accordance with the terms hereof, and, where appropriate, to any persons or entities holding shares issuable upon exercise of a Warrant.

17. Headings . The headings herein are for purposes of reference only and shall not limit or otherwise affect the meaning of any of the provisions hereof.

	Very truly yours,

	SINO-GLOBAL SHIPPING AMERICA, LTD.


	By:

	Title:

	Date:

Accepted as of the ____ day of _____________, _____________.

ANDERSON & STRUDWICK, INCORPORATED

By:

Title:

Date:

EXHIBIT A

No. ____

___________ Shares

(as may be adjusted pursuant to the terms of the Warrant Agreement)

SINO-GLOBAL SHIPPING AMERICA, LTD.

COMMON STOCK PURCHASE WARRANT

THIS IS TO CERTIFY that ANDERSON & STRUDWICK, INCORPORATED or its assigns as permitted in that certain Warrant Agreement (the “Warrant Agreement”) dated ____________ ___, ____ between the Company (as hereafter defined) and Anderson & Strudwick, Incorporated is entitled to purchase at any time or from time to time on or after the closing of the initial public offering of the Company’s common stock and before ____________ ___, ____, _____ shares of the common stock of Sino-Global Shipping America, Ltd., a Virginia corporation (the “Company”), for an exercise price per share as set forth in the Warrant Agreement referred to herein. This Warrant is issued pursuant to the Agreement, and all rights of the holder of this Warrant are further governed by, and subject to the terms and provisions of such Warrant Agreement, copies of which are available upon request to the Company. The holder of this Warrant and the shares issuable upon the exercise hereof shall be entitled to the benefits, rights and privileges and subject to the obligations, duties and liabilities provided in the Warrant Agreement.

UNTIL ONE HUNDRED EIGHTY (180) DAYS AFTER THE CLOSING OF THE INITIAL PUBLIC OFFERING OF THE COMMON STOCK OF SINO-GLOBAL SHIPPING AMERICA, LTD., NEITHER ANDERSON & STRUDWICK, INCORPORATED NOR ANY ASSIGNEE OF ALL OR A PORTION OF THE RIGHTS PURSUANT TO THIS WARRANT MAY SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE ANY OF ITS RIGHTS PURSUANT TO THIS WARRANT OTHER THAN TO BONA FIDE OFFICERS OF ANDERSON & STRUDWICK, INCORPORATED.

Subject to the provisions of the Securities Act of 1933, of the Warrant Agreement and of this Warrant, this Warrant and all rights hereunder are transferable, in whole or in part, only to the extent expressly permitted in such documents and then only at the office of the Company at Sino-Global Shipping America, Ltd., 36-09 Main Street, Suite 9C-2, Flushing, New York 11354, Attention: President, by the holder hereof or by a duly authorized attorney-in-fact, upon surrender of this Warrant duly endorsed, together with the Assignment hereof duly endorsed. Until transfer hereof on the books of the Company, the Company may treat the registered holder hereof as the owner hereof for all purposes.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed and its corporate seal to be hereunto affixed by its proper corporate officers thereunto duly authorized.

SINO-GLOBAL SHIPPING AMERICA, LTD.


By:		(SEAL)
	Cao Lei, President

ATTEST:

Secretary

EXHIBIT B

FORM OF SUBSCRIPTION

To Sino-Global Shipping America, Ltd.

The undersigned, the holder of Warrant Number ______, hereby irrevocably elects to exercise the purchase right represented by such Warrant, and to purchase thereunder _________* shares of common stock of Sino-Global Shipping America, Ltd.

As payment therefor, the undersigned (mark one):

______ herewith makes a payment in cash or by check of U.S. $___________, or

______requests to utilize the cashless exercise provision in Section 4(b) of the Warrant Agreement.

Further, the undersigned requests that the certificate or certificates for such shares be issued in the name of and delivered to the undersigned. The undersigned acknowledges and agrees that shares to be received by the undersigned are subject to the restrictions on transfer set forth in the Warrant.


	(Signature)






	(Address)

Dated:

*Insert here the number of shares set forth on the face of the Warrant (or, in the case of a partial exercise, the portion thereof as to which the Warrant is being exercised), in either case without making any adjustment (which adjustment will be made in the issuance of such shares, other stock, securities, property, or cash) for additional shares or any other stock or other securities or property or cash that, pursuant to the adjustment provisions of the Warrant, is deliverable upon exercise.

EXHIBIT C

FORM OF ASSIGNMENT

(To be signed only upon transfer of Warrant)

For value received, the undersigned hereby sells, assigns and transfers unto ________________ the right represented by Warrant Number 1 to purchase _______________ shares of common stock of Sino-Global Shipping America, Ltd. to which the attached Warrant relates, and appoints ______________ as Attorney-in-Fact to transfer such right on the books of Sino-Global Shipping America, Ltd. with the full power of substitution in the premises. At the conclusion of the Assignment, the undersigned and _______________ will receive Warrants reflecting the separate rights to purchase ______________ shares of common stock of Sino-Global Shipping America, Ltd.

The undersigned represents and warrants that the transfer of the attached Warrant is permitted by the terms of the Warrant Agreement pursuant to which the attached Warrant has been issued, and the transferee hereof, by acceptance of this Assignment, agrees to be bound by the terms of the Warrant Agreement with the same force and effect as if a signatory thereto.


	(Signature)






	(Address)

Dated:

No. 1

__________ Shares

(as may be adjusted pursuant to the terms of the Warrant Agreement)

SINO-GLOBAL SHIPPING AMERICA, LTD.

COMMON STOCK PURCHASE WARRANT

THIS IS TO CERTIFY that ANDERSON & STRUDWICK, INCORPORATED or its assigns as permitted in that certain Warrant Agreement (the “Warrant Agreement”) dated ____________ ___, ____ between the Company (as hereafter defined) and Anderson & Strudwick, Incorporated is entitled to purchase at any time or from time to time on or after the closing of the initial public offering of the Company’s common stock and before ____________ ___, ____, __________ ( __________ ) shares of the common stock of Sino-Global Shipping America, Ltd., a Virginia corporation (the “Company”), for an exercise price per share as set forth in the Warrant Agreement referred to herein. This Warrant is issued pursuant to the Agreement, and all rights of the holder of this Warrant are further governed by, and subject to the terms and provisions of such Warrant Agreement, copies of which are available upon request to the Company. The holder of this Warrant and the shares issuable upon the exercise hereof shall be entitled to the benefits, rights and privileges and subject to the obligations, duties and liabilities provided in the Warrant Agreement.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed and its corporate seal to be hereunto affixed by its proper corporate officers thereunto duly authorized.

SINO-GLOBAL SHIPPING AMERICA, LTD.


By:		(SEAL)
	Cao Lei, President

ATTEST:

Secretary

[Put Agreement Execution Page]

IN WITNESS WHEREOF, the parties hereto have duly executed this Put Agreement as of the date and year first above written.

	COMPANY: SINO-GLOBAL SHIPPING AMERICA, LTD.


	By: /s/ Cao Lei
	Name: Cao Lei
	Title: CEO


	BUYER:


	/s/ Mark A. Harris
	MARK A. HARRIS, as joint tenant with
	ROSLYN O. HARRIS


	/s/ Roslyn O. Harris
	ROSLYN O. HARRIS, as joint tenant with
	MARK A. HARRIS

[Execution Page for Escrow Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed in their respective names, all as of the date first above written.

	COMPANY: SINO-GLOBAL SHIPPING AMERICA, LTD.


	By: /s/ Cao Lei
	Name: Cao Lei
	Title: CEO


	ESCROW AGENT: SUNTRUST BANK, N. A.


	By: /s/ Matt Ward
	Name: Matt Ward
	Title:


	BUYER:


	/s/ Mark A. Harris
	MARK A. HARRIS, as joint tenant with
	ROSLYN O. HARRIS


	/s/ Roslyn O. Harris
	ROSLYN O. HARRIS, as joint tenant with
	MARK A. HARRIS

[Put Agreement Execution Page]

IN WITNESS WHEREOF, the parties hereto have duly executed this Put Agreement as of the date and year first above written.

	COMPANY: SINO-GLOBAL SHIPPING AMERICA, LTD.


	By: /s/ Cao Lei
	Name: Cao Lei
	Title: CEO


	BUYER:


	/s/ Richard E. Watkins
	RICHARD E. WATKINS, as joint tenant with
	SHARON J. WATKINS


	/s/ Sharon J. Watkins
	SHARON J. WATKINS , as joint tenant with
	RICHARD E. WATKINS

[Execution Page for Escrow Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed in their respective names, all as of the date first above written.

	COMPANY: SINO-GLOBAL SHIPPING AMERICA, LTD.


	By: /s/ Cao Lei
	Name: Cao Lei
	Title: CEO


	ESCROW AGENT: SUNTRUST BANK, N. A.


	By: /s/ Matt Ward
	Name: Matt Ward
	Title:


	BUYER:


	/s/ Richard E. Watkins
	RICHARD E. WATKINS, as joint tenant with
	SHARON J. WATKINS


	/s/ Sharon J. Watkins
	SHARON J. WATKINS , as joint tenant with
	RICHARD E. WATKINS

EXCLUSIVE MANAGEMENT CONSULTING AND TECHNICAL CONSULTING SERVICE AGREEMENT

This Exclusive Management Consulting and Technical Consulting Service Agreement (the “ Agreement ”) is made and entered into effective as of November 14, 2007 by and between the following parties in Beijing, People’s Republic of China (the “ PRC ”):

Party A: Trans Pacific Shipping Ltd. , a wholly foreign-owned enterprise duly established and valid existing under the laws of the PRC. Registered Address: Rm.1208b Tower D Qingye Building, No.9 Wangjingbeilu, Chaoyang District, Beijing

Party B: Sino-Global Shipping Agency Ltd. , a limited liability company duly established and valid existing under the laws of the PRC. Registered Address: Building 9 Rm.1208, Wangjingbeilu, Chaoyang District, Beijing

WHEREAS, Party A possesses professional knowledge, facilities, resources and skills to provide professional consulting services to Party B for its business, management, and operations. Party A intends to provide Party B with management and technology consulting services relevant to the development and operation of Party B’s business.

WHEREAS, Party B agrees to accept the management consulting and technical consulting services provided by Party A in accordance with this Agreement .

NOW THEREFORE, through mutual negotiations, the Parties hereto agree as follows:

ARTICLE I

MANAGEMENT CONSULTING AND TECHNICAL CONSULTING SERVICES

(a) Party A shall provide the following exclusive management consulting and technical consulting services to Party B in accordance with this Agreement:

(i) Analysis and evaluation of Party B’s current business, operational model and customer types in an effort to integrate current business management resource;

(ii) Provision of advanced management skills to offer a framework for the construction of a new management platform;

(iii) Provision of technology information and materials related to Party B’s business development and operation. The contents of the technology information and documents may be enhanced or diminished during the performance of this Agreement upon mutual agreement to address each Party’s requirements; and

(iv) Training of technical and managerial personnel for Party B and provision of required training documents. Party A will send technologists and managerial personnel to Party B to provide related technology and training service as necessary.

(b) Party A shall be the exclusive provider of these management and technical consulting services to Party B. Party B shall not accept management and technology consulting services from any other party without the prior written consent of Party A.

ARTICLE II

SERVICE FEES

(a) As consideration for the services provided by Party A under Article I(a) of this Agreement, Party B shall pay a service fee to Party A in accordance with Article II(b) of this Agreement.

(b) During the term of this Agreement, Party B shall pay Party A a service fee equal to 5% of Party B’s net profit per month.

(c ) Party B shall pay such service fees to Party A on a quarterly basis. During the term of this Agreement, Party B shall make the payment of the last quarter’s service fee to Party A’s appointed bank account within 15 working days after the beginning of each new quarter. Party B shall send Party A a written report of service fees on a quarterly basis. Party B shall fax or mail the copies of the remittance.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

(a) Representations and Warranties of Party A

Party A hereby represents and warrants as follows:

(i) Party A is a company duly registered and valid existing under the laws of the PRC and is authorized to enter into this Agreement.

(ii) Party A has the power to execute and perform this Agreement and has taken all necessary action to obtain all consents and approval to execute and perform this Agreement.

(iii) The execution and performance of this Agreement by Party A do not and will not result in any violation of enforceable or effective laws or contractual limitations.

(iv) Upon its execution, this Agreement will constitute the legal, valid and binding obligation of Party A, enforceable in against it in accordance with its terms.

(b) Representations and Warranties of Party B

Party B hereby represents and warrants as follows:

(i) Party B is a company duly registered and valid existing under the laws of the PRC and is authorized to enter into this Agreement.

(ii) Party B has the power to execute and perform this Agreement and has taken all necessary action to obtain all consents and approval to execute and perform this Agreement.

(iii) The execution and performance of this Agreement by Party B do not and will not result in any violation of enforceable or effective laws or contractual limitations that impact Party B.

(iv) Upon its execution, this Agreement will constitute the legal, valid and binding obligation of Party B, enforceable in against it in accordance with its terms.

ARTICLE IV

INTELLECTUAL PROPERTY

(a) Party A shall own of all intellectual property rights related to management experience, technology information/technology documents and staff training developed during the performance of this Agreement.

(b) Party A shall own all intellectual property rights related to the advanced technology and new inventive technology developed during the performance of this Agreement.

ARTICLE V

CONFIDENTIALITY

(a) If any confidential information exists in the documents provided hereunder by either Party to the other Party, the disclosing party shall mark such documents with the following: “Strictly Confidential. Disclosing, Reproducing or Transferring this Information to any Third Party Without Permission is Prohibited.”

(b) Each Party shall protect and maintain the confidentiality of the other Party’s confidential information and shall not make use of any confidential information of the other Party unless otherwise stipulated in this Agreement and for the purpose of this Agreement.

(c) This Agreement shall not grant any Party any rights, benefits or qualifications to the other Party’s confidential information.

(d) Pursuant to this Agreement, the term “confidential information” shall mean any technology information or business operation information which is unknown to the public, can bring about economic benefits, has practical utility and about which a Party has adopted secret-keeping measures.

ARTICLE VI

INDEMNITIES

Party B shall indemnify Party A against any loss, damage, liability or expense suffered or incurred by Party A as a result of or arising from any litigation, claim or compensation request relating to the services provided by Party A to Party B pursuant to this Agreement.

ARTICLE VII

EFFECTIVENESS AND TERM OF THIS AGREEMENT

(a) This Agreement shall be executed and come into effect as of the date first set forth above. This Agreement shall expire on the date that is twenty-five (25) years following the date hereof unless earlier terminated as set forth in this Agreement or upon mutual agreement of the Parties hereto.

(b) This Agreement may be extended prior to termination for one or more twenty-five (25) year terms upon written notice by Party A, provided such extension is permitted by law and subject to the approval of the registration administration for the extension of Party B’s business duration. The parties will cooperate to renew this Agreement if such renewal is legally permitted at the time.

ARTICLE VIII

TERMINATION OF THE AGREEMENT

(a) The Agreement shall terminate automatically upon the date that is the twenty-fifth (25 ^th ) anniversary of expiration of this Agreement unless otherwise extended in accordance with its terms.

(b) During the term of this Agreement, Party B may not terminate this Agreement except in the case of gross negligence, fraud action, or other illegal action or bankruptcy of Party A. Notwithstanding the above, Party A may terminate this Agreement upon notice to Party B on a date that is at least thirty (30) days before such termination.

(c) The rights and obligations of the both Parties under Article IV and Article V of this Agreement shall survive after the termination of this Agreement.

ARTICLE IX

NOTICES

Any notice to which is given by either Party hereto for the purpose of performing the rights and obligations hereunder shall be in writing. Where such notice is delivered personally, the time of notice is the time when such notice actually reaches the addressee; where such notice is transmitted by telex or facsimile, the notice time is the time when such notice is transmitted. If such notice does not reach the addressee on business date or reaches the addressee after the business time, the next business day following such day is the date of notice. The delivery place is the address first written above of the Parties hereto or the address advised in writing from time to time. Written method includes fax and telefax.

ARTICLE X

ASSIGNMENT

Party B may not assign or transfer any rights or obligations under this Agreement to any third party without prior written consent by Party A.

ARTICLE XI

SEVERABILITY

If any of the terms of this Agreement is invalid, illegal or unenforceable due to incompliance with laws, the validity and enforceability of the other terms hereof shall nevertheless remain unaffected.

ARTICLE XII

AMENDMENTS AND SUPPLEMENT

Except otherwise noted herein, all amendments and supplements to this Agreement shall be effective only if made in writing and signed by both of the Parties hereto. The amendment and supplement duly executed by the Parties shall be part of this Agreement and shall have the same legal effect as this Agreement.

ARTICLE XIII

DISPUTE SETTLEMENT

(a) Friendly Consultation

The Parties shall strive to settle any disputes arising from this Agreement or in connection with this Agreement through mediation.

(b) Arbitration

In case no settlement can be reached through consultation within sixty (60) days upon the first written requirement of one party, each party can submit such matter to China International Economic and Trade Arbitration Committee for arbitration. The arbitration shall be held in Beijing.

ARTICLE XIV

GOVERNING LAW

This Agreement shall be governed by, construed in all respects and performed in accordance with the laws of the PRC.

ARTICLE XV

LANGUAGES

This Agreement is executed both in Chinese and English. The Chinese version will prevail in the event of any inconsistency between the English and any Chinese translations thereof.

[Remainder of Page Left Intentionally - Signature Page Follows]

IN WITNESS WHEREOF , the Parties have executed this Agreement on the date first above written.

	Party A: Trans Pacific Shipping Ltd.

(seal)	/s/ Cao Lei
	Legal Representative
	Date:	November 14, 2007


	Party B: Sino-Global Shipping Agency Ltd.

(seal)	/s/ Cao Lei
	Legal Representative
	Date:	November 14, 2007

EXCLUSIVE MARKETING AGREEMENT

This Exclusive Marketing Agreement (the “ Agreement ”) is made and entered into effective as of November 14, 2007 by and between the following parties in Beijing, People’s Republic of China (the “PRC” ):

Party A: Trans Pacific Shipping Ltd. , a wholly foreign-owned enterprise duly established and valid existing under the laws of the PRC.

Registered Address:

Rm. 1208b Tower D Qingye Building

No.9 Wangjingbeilu

Chaoyang District, Beijing

Party B: Sino-Global Shipping Agency Ltd. , a limited liability company duly established and valid existing under the laws of the PRC.

Registered Address:

Building 9 Rm. 1208

Wangjingbeilu

Chaoyang District, Beijing

WHEREAS, Party A owns resources and customer advantages unparalleled in the field of Party B’s business.

WHEREAS, both parties agree to enter this Agreement in accordance with the terms and conditions described below .

NOW THEREFORE, through mutual negotiation, the Parties hereto agree as follows:

ARTICLE I

CUSTOMER AND FINANCIAL SUPPORT

(a) Party A shall provide customer and financial support to Party B as follows:

(i) Party A shall provide Party B with world-wide customer resource services.

(ii) Party A shall provide Party B with financial support if Party B meets difficulty in obtaining funds for operation (relevant terms and conditions will mutually agreeable to both Parties).

(iii) Party A shall offer Party B business opportunities by extending Party B’s business propaganda and visiting potential and existing customers.

(iv) Party A shall offer Party B opportunities to join trade societies and organizations, including ASBA (A ssociation of Ship Brokers and Agents, (U.S.A.) Inc.) and MA (Connecticut Maritime Association), etc.

(b) Party A shall be the exclusive provider of marketing services to Party B. Party B shall not accept all or any of the marketing services provided by Party A from any other third party without the prior written consent of Party A.

ARTICLE II

SERVICE FEES

(a) As consideration for the services provided by Party A under Article I(a) of this Agreement, Party B shall pay a service fee to Party A in accordance with Article II(b) of this Agreement.

(b) During the term of this Agreement, Party B shall pay Party A a service fee equal to 85% of Party B’s net profit per month.

(c) Party B shall pay such service fees to Party A on a quarterly basis. During the term of this Agreement, Party B shall make the payment of the last quarter’s service fee to Party A’s appointed bank account within 15 working days after the beginning of each new quarter. Party B shall send Party A a written report of service fees on a quarterly basis. Party B shall fax or mail the copies of the remittance.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

(a) Representations and Warranties of Party A

Party A hereby represents and warrants as follows:

(i) Party A is a company duly registered and validly existing under the laws of the PRC and is authorized to enter into this Agreement.

(ii) Party A has the power to execute and perform this Agreement in accordance with its constitutional documents and has taken all necessary action to obtain all consents and approval to execute and perform this Agreement. The execution and performance of this Agreement by Party A do not and will not result in any violation of enforceable or effective laws or contractual limitations.

(iii) Upon the execution of this Agreement, this Agreement shall constitute a legally binding document of Party A, enforceable against it in accordance with its terms.

(b) Representations and Warranties of Party B

Party B hereby represents and warrants as follows:

(i) Party B is a company duly registered and valid existing under the laws of the PRC and is authorized to enter into this Agreement.

(ii) Party B has the power to execute and perform this Agreement in accordance with its constitutional documents and has taken all necessary action to obtain all consents and approval to execute and perform this Agreement. The execution and performance of this Agreement by Party B do not and will not result in any violation of enforceable or effective laws or contractual limitations.

(iii) Upon the execution of this Agreement, this Agreement shall constitute a legally binding obligation of Party B, enforceable against it in accordance with its terms.

ARTICLE IV

CONFIDENTIALITY

(a) If any confidential information exists in the documents provided hereunder by either Party to the other Party, the disclosing party shall mark such documents with the following: “Strictly Confidential. Disclosing, Reproducing or Transferring This Information to any Third Party Without Permission is Prohibited.”

(c) This Agreement shall not grant any Party any rights, benefits or qualifications to the other Party’s confidential information.

ARTICLE V

INTELLECTUAL PROPERTY

Party A shall be the sole and exclusive owner of all right, title and interest to any and all intellectual property rights arising from the performance of this Agreement (including but not limited to, copyrights, patent, know-how, commercial secrets and others).

ARTICLE VI

INDEMNITIES

Party B shall indemnify Party A against any loss, damage, liability or expenses suffered or incurred by Party A as a result of or arising from any litigation, claim or compensation request relating to the marketing provided to Party B.

ARTICLE VII

EFFECTIVENESS AND TERM OF THIS AGREEMENT

(a) This Agreement shall be executed and come into effect as of the date first set forth above. The term of this Agreement shall be twenty-five (25) years from the date hereof unless earlier terminated as set forth in this Agreement or upon the mutual agreement of the Parties.

ARTICLE VIII

TERMINATION OF THE AGREEMENT

(a) The Agreement shall automatically terminate on the day that is the twenty-fifth (25 ^th ) anniversary of the date hereof unless otherwise extended in accordance with this Agreement.

(b) During the term of this Agreement, Party B may not terminate this Agreement except in the case of gross negligence, fraud action, or other illegal action or bankruptcy of Party A. Notwithstanding the above, Party A may terminate this Agreement upon thirty (30) days’ prior written notice to Party B.

(c) The rights and obligations of the both Parties under Article IV and Article V of this Agreement shall survive the termination of this Agreement.

ARTICLE IX

NOTICES

Any notice provided by either Party hereto shall be in writing. Where such notice is delivered personally, the time of notice shall be the time when such notice is received by the addressee. Where such notice is transmitted by telex or facsimile, the time of notice shall be the time when such notice is transmitted. If such notice does not reach the addressee on business date or reaches the addressee after business hours, the date of notice shall be the next business day. The place of proper delivery shall be the address first written above for each of the Parties or such other address as a Party may provide to the other in writing. Written delivery shall include fax and telefax.

ARTICLE X

ASSIGNMENT

Party B may not assign or transfer its rights or obligations under this Agreement to any third party without prior written consent of Party A.

ARTICLE XI

SEVERABILITY

If any of the terms of this Agreement is deemed to be invalid, illegal or unenforceable, the validity and enforceability of the other terms hereof shall nevertheless remain unaffected.

ARTICLE XII

AMENDMENTS AND SUPPLEMENTS

Any amendment or supplement to this Agreement shall be effective only if it is made in writing and signed by both of the Parties hereto. Any amendment or supplement duly executed by the Parties shall be part of this Agreement and shall have the same legal effect as this Agreement.

ARTICLE XIII

DISPUTE SETTLEMENT

(a) Friendly Consultation

The Parties shall strive to settle any disputes or claims arising from this Agreement or in connection with this Agreement through mediation.

(b) Arbitration

In the event no settlement can be reached through consultation within sixty (60) days of the first written request of one Party for such consultation, either Party may submit such matter to the China International Economic and Trade Arbitration Committee for arbitration. The arbitration shall be held in Beijing, PRC.

ARTICLE IV

GOVERNING LAW

This Agreement shall be governed by, construed in all respects and performed in accordance with the laws of the PRC.

ARTICLE XV

LANGUAGES

This Agreement is executed both in Chinese and English. The Chinese version will prevail in the event of any inconsistency between the English and any Chinese translations thereof.

[Remainder of Page Left Intentionally Blank - Signature Page Follows]

IN WITNESS WHEREOF , both Parties executed this Agreement on the date first above written.

	Party A: Trans Pacific Shipping Ltd.


(seal)	/s/ Cao Lei
	Legal Representative
	Date: November 14, 2007


	Party B: Sino-Global Shipping Agency Ltd.


(seal)	/s/ Cao Lei
	Legal Representative
	Date: November 14, 2007

PROXY AGREEMENT

This Proxy Agreement (the “Agreement” ) is entered into effective as of November 14, 2007 between the following parties in Beijing, People’s Republic of China (the “PRC” ).

Party A-1: CAO Lei

Party A-2: ZHANG Mingwei

Party B: Sino-Global Shipping America, Ltd., a corporation duly established and valid existing under the laws of the Commonwealth of Virginia.

Party C: Sino-Global Shipping Agency Ltd. , a limited liability company duly established and valid existing in Beijing under the laws of the PRC.

WHEREAS, Party A-1 and Party A-2 are the current legal shareholders of Party C and collectively hold a 100% interest in Party C;

WHEREAS, Party C and Trans Pacific Shipping Ltd., a foreign invested company wholly-owned by Party B , have entered into an Exclusive Management Consulting and Technical Service Agreement and other agreements. In order to perform the above agreements, Party A-1 and Party A-2 are willing to entrust the person designated by Party B (the “Proxy” ) with their shareholder’s rights in Party C under PRC laws.

NOW THEREFORE , the parties agree as follows:

Party A-1 and Party A-2 hereby agree to irrevocably entrust the Proxy with all of their shareholder’s rights in Party C, including, but not limited to, the right to attend shareholders’ meetings, the right to execute shareholders’ resolutions, the right to sell, assign, transfer or pledge all or any of Party A-1’s or Party A-2’s equity interests in Party C, and the right to vote such equity interests for all matters including, but not limited to, the appointment of legal representatives, board members, executive directors, inspectors, chief managers and other senior management officers.

Party B agrees to designate the Proxy, and the Proxy shall represent Party A-1 and Party A-2 in all matters relating to the exercise of their shareholder’s rights pursuant to this Agreement.

Party A-1, Party A-2 and Party B hereby acknowledge that if Party B withdraws the appointment of the Proxy, Party A-1 and Party A-2 will withdraw the authorization of the Proxy and shall authorize another person(s) designated by Party B to exercise the rights of Party A-1 and Party A-2 relating to their equity interests in Party C.

This Agreement has been duly executed by each of the Parties and/or their authorized representatives as of the date first set forth above and shall be effective simultaneously.

This Agreement shall be executed and come into effect as of the date first set forth above. This Agreement shall expire on the date that is twenty-five (25) years following the date hereof unless earlier terminated as set forth in this Agreement or upon mutual agreement of the Parties hereto.

This Agreement may be extended prior to termination for one or more twenty-five (25) year terms upon written notice by Party B, provided such extension is permitted by law and subject to the approval of the registration administration for the extension of Party C’s business duration. The parties will cooperate to renew this Agreement if such renewal is legally permitted at the time.

Any amendment and/or rescission of this Agreement shall be in writing and executed upon all of the Parties hereto.

	Party A-1: CAO Lei

	/s/ Cao Lei
	CAO Lei
	Date:	November 14, 2007

	Party A-2: ZHANG Mingwei

	/s/ Zhang Mingwei
	ZHANG Mingwei
	Date:	November 14, 2007

	Party B: Sino-Global Shipping America, Ltd.

(seal)	/s/ Cao Lei
	Legal Representative
	Date:	November 14, 2007

	Party C: Sino-Global Shipping Agency Ltd.

(seal)	/s/ Cao Lei
	Legal Representative
	Date:	November 14, 2007

E QUITY INTEREST PLEDGE AGREEMENT

This Equity Interest Pledge Agreement (the “Agreement” ) is entered into by and between the following Parties effective as of November 14, 2007.

Pledgee:

Trans Pacific Shipping Ltd. ( “Party A” )

Registered address: Rm. 1208b Tower D Qingye Building, No.9

Wangjingbeilu, Chaoyang District, Beijing

Pledgor:

CAO Lei ( “Party B-1” )

ID No. 110101196402032035

Address: Room 5-A-602, Fangchengyuanyiqu, Fengtai District, Beijing

ZHANG Mingwei ( “Party B-2” )

ID No. 120106195311010016

Address: Room 21-304,707 Suo, the Third Avenue, Dingzigu, Hongqiao

District, Tianjin

WHEREAS, Party A is a wholly foreign-owned enterprise duly established and valid existing in Beijing under the laws of the People’s Republic of China (the “PRC” ). Party A and Sino-Global Shipping Agency Ltd. (“Sino-Global”), owned by Parties B and C, entered into an Exclusive Technical Consulting and Service Agreement effective as of November 14, 2007 (the “ Service Agreement ”) .

WHEREAS, Party B-1 and Party B-2, citizens of the PRC, collectively hold 100% equity interest of Sino-Global , a limited liability company duly established and valid existing in Beijing under the laws of the PRC .

WHEREAS, in order to ensure that Party A collects technical consulting and service fees from Sino-Global, each of Party B-1 and Party B-2 are willing to pledge all of their equity interests in Sino-Global to Party A as security.

NOW THEREFORE, through mutual negotiations, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Unless it is otherwise stipulated, for the purpose of this Agreement, the following terms shall have the following meanings:

“Pledge ” means the full meaning assigned to that term in Article II of this Agreement.

“Equity Interest ” means the 100% equity interest in Sino-Global collectively held by Party B-1 and Party B-2.

“Rate of Pledge” means the ratio between the value of the Pledge under this Agreement to the technical consulting and service fees under the Service Agreement.

“Term of Pledge ” means the period provided for under Article III(b) hereunder.

“Service Agreement” has the meaning ascribed to it in Recital 1 above.

“Event of Default” means any event in accordance with Article VII hereunder.

“Notice of Default” means the notice of default issued by Party A in accordance with this Agreement.

ARTICLE II

PLEDGE

(a) Each of Party B-1 and Party B-2 agrees to pledge all of its portion of the Equity Interest as security for the payment of technical consulting and service fees payable to Party A under the Service Agreement (the “Pledge” ).

(b) Party A shall be entitled to have priority in receiving payment or proceeds from the auction or sale of the Equity Interest pledged by Party B-1 and Party B-2 to Party A.

ARTICLE III

RATE OF PLEDGE AND TERM OF PLEDGE

(a) The Rate of Pledge:

The Rate of Pledge shall be 100% under this Agreement.

(b) The Term of Pledge:

(i) The Pledge shall take effect as of the date that the Pledge is recorded in the register of shareholders of Sino-Global. This Agreement shall expire on the date that is twenty-five (25) years following the date hereof unless earlier terminated as set forth in this Agreement or upon mutual agreement of the Parties hereto.

(ii) This Agreement may be extended prior to termination for one or more twenty-five (25) year terms upon written notice by Party A, provided such extension is permitted by law. The parties will cooperate to renew this Agreement if such renewal is legally permitted at the time.

(iii) During the term of Pledge, Party A shall be entitled to foreclose on the Pledge in accordance with this Agreement in the event that Sino-Global fails to pay exclusive technical consulting and service fees in accordance with the Service Agreement.

(c) Except as otherwise provided hereunder, Party A shall be entitled to exercise, dispose of or assign the Pledge in accordance with this Agreement.

ARTICLE IV

PHYSICAL POSSESSION OF DOCUMENTS

(a) During the term of Pledge, Party A shall be entitled to possess the contribution certificate of the Equity Interest (the “ Contribution Certificate ”) and the register of shareholders of Sino-Global. Party B-1 and Party B-2 shall deliver the Contribution Certificate and the register of shareholders hereunder to Party A within one week after the date of this Agreement.

(b) Party A shall be entitled to collect any dividends from the Equity Interest during the term of the Pledge.

ARTICLE V

REPRESENTATION AND WARRANTIES OF PARTY B-1 AND PARTY B-2

(a) Party B-1 and Party B-2 collectively own 100% of the Equity Interest.

(b) Except as otherwise provided hereunder, Party B-1 and Party B-2 shall not interfere with exercise of Party A’s rights in accordance with this Agreement.

ARTICLE VI

COVENANTS OF PARTY B-1 AND PARTY B-2

(a) During the term of this Agreement, each of Party B-1 and Party B-2 covenants to Party A as follows:

(i) Except for the transfer of the Equity Interest by Party B-1 and Party B-2 , as contemplated by the Exclusive Equity Interest Purchase Agreement entered into by and among Party B-1 , Party B-2 and Sino-Global , Party B-1 and Party B-2 shall not transfer or assign the Equity Interest or create or permit to be created any pledge which may have an adverse affect on the rights or benefits of Party A without prior written consent from Party A.

(ii) Party B-1 and Party B-2 shall: comply with all laws and regulations with respect to the right of pledge; present Party A any notices, orders or suggestions relating to the Pledge issued or made by the competent authority; and comply with such notices, orders or suggestions or object to the foregoing matters at the reasonable request of Party A or with the written consent of Party A.

(iii) Party B-1 and Party B-2 shall timely notify Party A of any events or the receipt of any notice which may affect the Equity Interest, which may change any of Party B-1 ’s or Party B-2’s covenants and obligations under this Agreement or which may affect the performance of Party B-1 or Party B-2 under this Agreement.

(iv) Other than as noted in this Agreement, neither Party B-1 nor Party B-2 shall pledge or otherwise encumber the Equity Interest to any other person except for Party A.

(b) Party B-1 and Party B-2 agree that Party A’s right to exercise the Pledge shall not be suspended or hampered through legal procedure instituted by Party B-1 , Party B-2, any successors of Party B-1 or Party B-2 or any person authorized by Party B-1 or Party B-2.

(c) Each of Party B-1 and Party B-2 warrants to execute in good faith and cause other parties who may have interest in the Pledge to: execute title certificates, contracts, and/or perform and cause other parties who have interests to take action as required by Party A and provide access to exercise the rights and authorization vested in Party A under this Agreement; execute all the documents with respect to the Equity Interest; and promptly provide all the notices, orders and decisions (as referenced above) related to the Equity Interest to Party A.

(d) Each of Party B-1 and Party B-2 warrants that each will comply with and perform all the guarantees, covenants, agreements, representations and conditions hereunder for the benefits of Party A. Each of Party B-1 and Party B-2 shall compensate Party A losses suffered in the event that Party B-1 or Party B-2 does not perform or fully perform its guarantees, covenants, agreements, representations and conditions hereunder.

ARTICLE VII

EVENTS OF DEFAULT

(a) The events listed below shall be deemed as an event of default:

(i) Failure by Sino-Global to make full payment of the exclusive technical consulting and service fees as provided under the Service Agreement.

(ii) The making of any material misleading or fraudulent representations or warranties under Article V herein by Party B-1 or Party B-2.

(iii) The violation by Party B-1 or Party B-2 of the covenants under Article VI herein.

(iv) The violation by Party B-1 or Party B-2 of any terms or conditions hereof.

(v) The waiver by Party B-1 or Party B-2 of the pledged Equity Interest or the transfer or assignment by Party A or Party B-1 of the pledged Equity Interest without prior written consent of Party A, except as provided in Article VI(a)(i) in this Agreement.

(vi) The acceleration of any loan, security, compensation, covenants or other compensation liabilities of Party B-1 or Party B-2.

(vii) Party A’s reasonable belief that Party B-1 or Party B-2 is incapable of performing under this Agreement.

(viii) The insolvency of Party B-1 or Party B-2.

(ix) The determination by relevant legal authorities that the performance of this Agreement is illegal.

(x) The withdrawal, suspension, invalidation or material revision of any approval, permits or authorization from the competent authority of the Chinese government needed to perform or validate this Agreement.

(xi) Any adverse change in the property of Party B-1 or Party B-2 that causes Party A to reasonably deem that Party B-1 or Party B-2 may be unable to perform the obligations hereunder.

(xii) The inability or refusal by any successor or assignee of Sino-Global to pay the amounts due under Service Agreement.

(xiii) The occurrence of any other circumstances whereby Party A is incapable of exercising the right to foreclose on the Pledge.

(b) Each of Party B-1 and Party B-2 must immediately notify Party A in writing if either Party B-1 or Party B-2 is aware of any event of default or events that may reasonably lead to an event of default hereunder.

(c) Unless the event of default has been remedied to Party A’s sole and absolute satisfaction, Party A may (i) give a written notice of default to Party B-1 and Party B-2 and require Party B-1 and Party B-2 to immediately make full payments of the outstanding technical consulting and service fees under the Service Agreement and other payables or (ii) foreclose on the Pledge in accordance with Article VIII herein.

ARTICLE VIII

EXERCISE OF THE RIGHT OF THE PLEDGE

(a) Prior to the full payment of the consulting and service fees under the Service Agreement, neither Party B-1 nor Party B-2 shall transfer or assign the Equity Interest without prior written approval from Party A.

(b) Party A shall give notice of default to Party B-1 and Party B-2 when Party A exercises the right of pledge.

(c) Subject to terms hereof, Party A may exercise the right to foreclose on the Pledge at any time following written notice of default.

(d) Party A is entitled to priority receipt in payment or proceeds from the auction or sale of whole or part of the Equity Interest pledged herein in accordance with applicable law until the outstanding technical consulting and service fees and all other payables under the Service Agreement are fully repaid.

(e) Neither Party B-1 nor Party B-2 shall hinder Party A from foreclosing on the Pledge in accordance with this Agreement, each shall give necessary assistance so that Party A may effectively realize the value of the Pledge.

ARTICLE IX

TRANSFER OR ASSIGNMENT

(a) Neither Party B-1 nor Party B-2 shall transfer his rights or obligations hereunder without the prior written consent from Party A.

(b) This Agreement shall be binding upon and inure to the benefit of the successors of Party A, Party B-1 and Party B-2.

(c) Party A may transfer or assign his all or any rights and obligations under the Service Agreement to any person (natural person or legal entity) at any time. In this case, the assignee shall enjoy and undertake the same rights and obligations herein of Party A as if the assignee is a party hereto. To the extent Party A transfers or assigns the rights and obligations under the Service Agreement, at the request of Party A, each of Party B-1 and Party B-2 shall execute the relevant agreements and/or documents with respect to such transfer or assignment.

(d) Upon Party A’s transfer or assignment, the new parties to the Pledge shall re-execute a Pledge contract.

ARTICLE X

TERMINATION

This Agreement shall not be terminated until the consulting and service fees under the Service Agreement are paid in full and Sino-Global shall no longer undertake any obligations under the Service Agreement.

ARTICLE XI

FORMALITIES FEES AND OTHER EXPENSES

(a) Party B-1 and Party B-2, jointly and severally, shall be responsible for all fees and actual expenditures in relation to this Agreement, including, but not limited to, legal fees, cost of production, stamp tax and any other taxes and charges. If Party A pays the relevant taxes in accordance with the laws, Party B-1 and Party B-2, jointly and severally, shall fully indemnity such taxes paid by the Pledge.

(b) Party B-1 and Party B-2 shall be responsible for all fees (including, but not limited to, any taxes, formalities fees, management fees, litigation fees, attorney’s fees, and various insurance premiums in connection with disposition of the Pledge) incurred by Party B-1 and Party B-2 as a result of the failure of Party B-1 or Party B-2 to pay any payable taxes, fees or charges in accordance with this Agreement, or as a result of the fact that Party A has recourse to any foregoing taxes, charges or fees by any means for other reasons.

ARTICLE XII

FORCE MAJEURE

(a) If the fulfillment of this Agreement is delayed or blocked due to a Force Majeure Event (as defined below), the Party affected by such a Force Majeure Event shall be free from any obligation to the extent of such delay or holdback. As used herein, the term “Force Majeure Event” shall mean any event which is out of control of each Party, and which is unavoidable or insurmountable even if the Party affected by such event has paid reasonable attention to it. A Force Majeure Event shall include, but not be limited to, government actions, nature disaster, fire, explosion, typhoons, floods, earthquakes, tide, lightning or war. However, any lack of credit, assets or financing shall not be deemed as a Force Majeure Event. The Party B-2laiming the occurrence of a Force Majeure Event shall provide the other Party with the steps of fulfilling the obligations of this Agreement.

(b) The Party affected by such a Force Majeure Event shall be free from any obligation under this Agreement so long as the Party affected by such a Force Majeure Event has made reasonable endeavors to perform the Agreement and request the exemption from the other Party. Upon termination of the Force Majeure Event, the Parties agree to use reasonable best efforts to complete the transactions contemplated by this Agreement.

ARTICLE XIII

DISPUTE SETTLEMENT

(a) This Agreement shall be governed by and construed in all respects in accordance with the PRC laws.

(b) The Parties shall strive to settle any dispute arising from the interpretation or performance, or in connection with this Agreement through friendly consultation. In case no settlement can be reached through consultation within sixty (60) days of notice thereof, each Party may submit such matter to the China International Economic and Trade Arbitration Committee for arbitration. The arbitration shall be held in Beijing. The arbitration proceedings shall be conducted in Chinese. The arbitration award shall be final and binding upon the Parties. The arbitration award may be submitted to the applicable People’s Court for enforcement.

ARTICLE XIV

NOTICES

Any notice to which is given by the both Parties hereto for the purpose of performing the rights and obligations hereunder shall be in writing. Where such notice is delivered personally, the time of notice shall be the time when such notice actually reaches the addressee. Where such notice is transmitted by telex or facsimile, the notice time shall be the time when such notice is transmitted. If such notice does not reach the addressee on business date or reaches the addressee after the business time, the date of notice shall be the next business day. The delivery place shall be the address first written above of each Party hereto or any other address provided to the other Parties in writing from time to time.

ARTICLE XV

APPENDIX

The Appendix of this Agreement as attached hereto is part of this Agreement.

ARTICLE XVI

EFFECTIVENESS

(a) This Agreement and any amendments, supplements and modifications shall be in writing and come into effect upon execution by the Parties hereto.

(b) This Agreement is executed both in Chinese and English with two copies for each language. The Chinese version will prevail in the event of any inconsistency between the English and any Chinese translations thereof.

IN WITNESS WHEREOF , the undersigned have executed this Agreement effective as of the date first set forth above written.

	Party A: Trans Pacific Shipping Ltd..

(seal)	/s/ Cao Lei
	Legal Representative
	Date:	November 14, 2007


	Party B-1: CAO Lei

	/s/ Cao Lei
	CAO Lei
	Date:	November 14, 2007


	Party B-2: ZHANG Mingwei

	/s/ Zhang Mingwei
	ZHANG Mingwei
	Date:	November 14, 2007

APPENDIX

1.	The register of the shareholders of Sino-Global

2.	The Contribution Certificate of Sino-Global

3.	The Exclusive Technical Consulting and Service Agreement.

EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT

This Exclusive Equity Interest Purchase Agreement (the “ Agreement ”) is entered into by and among the following parties effective as of November 14, 2007.

Party A:

Sino-Global Shipping America, Ltd., a limited liability company duly established and validly existing under the laws of the Commonwealth of Virginia, with its registered address at 36-09 Main Street, Suite 9C-2, Flushing, New York, 11354, USA.

Party B-1:

CAO Lei, a citizen of the People’s Republic of China (the “PRC” ).

ID No. 110101196402032035

Address: Room 5-A-602, Fangchengyuanyiqu, Fengtai District, Beijing.

Party B-2:

ZHANG Mingwei , a citizen of the PRC.

ID No. 120106195311010016

Address: Room 21-304,707 Suo, the Third Avenue, Dingzigu, Hongqiao District, Tianjin.

Party C:

Sino-Global Shipping Agency Ltd. , a limited liability company duly established and valid existing under the PRC laws, with its registered address at Building 9 Rm.1208, Wangjingbeilu, Chaoyang District, Beijing.

WHEREAS, Party B-1 and Party B-2 collectively hold a 100% equity interest in Party C (collectively, the “Equity Interest” );

WHEREAS, Party C and Trans Pacific Shipping Ltd., a foreign invested company wholly-owned by Party A ( “WFOE” ) , have entered into exclusive consulting, service and other agreements.

NOW THEREFORE, through mutual negotiations, the Parties hereto agree as follows:

ARTICLE I

TRANSFER OF EQUITY INTEREST

(a) Grant of Purchase Right

Each of Party B-1 and Party B-2 hereby irrevocably grants Party A the exclusive right to purchase or designate one or more persons (the “Specified Person” ) to purchase all or any portion of the Equity Interest from Party B-1 and Party B-2 , subject to compliance with legal restriction under applicable PRC laws (the “Purchase Right” ). Neither Party B-1 nor Party B-2 shall sell all or any portion of the Equity Interest to any party other than Party A and/or the Specified Person. Party C hereby acknowledges that Party B-1 and Party B-2 may grant the Purchase Right to Party A. As used in this Agreement, the term “person” refers to an individual, corporation, joint enterprise, partnership, enterprise, trust or non-corporation organization.

(b) Steps for Exercise of the Purchase Right

Compliance with PRC laws and regulations are conditions precedent to exercise of the Purchase Right by Party A. To the extent Party A wishes to exercise the Purchase Right, it shall issue a written notice (the “Purchase Notice” ) to Party B-1 and Party B-2 , which such Purchase Notice shall state: (A) that Party A intends to exercise the Purchase Right; (B) the percentage of the equity interest to be purchased therewith; and (C) the effective date or transfer date.

The transfer fee ( “Transfer Fee” ) payable by Party A shall be negotiated by and between Party A, Party B-1 and Party B-2 through negotiation according to the evaluation of the equity interest by a qualified investment banking firm, and such amount shall be the lowest price allowable by PRC law and regulations.

(d) Transfer of the Equity Interest

Each time Party A exercises the Purchase Right:

(i) Party B-1 and Party B-2 shall ensure that (A) Party C timely convenes a shareholders’ meeting and (B) the shareholders of Party C shall pass resolutions providing that Party B-1 and Party B-2 may transfer the Equity Interest to Party A or the Specified Person.

(ii) Each of Party B-1 and Party B-2 shall enter into equity transfer contract relating to the Equity Interest pursuant to this Agreement and the Purchase Notice (an “Equity Transfer Contract” ).

(iii) The Parties shall execute all other necessary agreements or documents, obtain all necessary government approvals and consents, and take all necessary actions to (A) legally transfer the ownership of the Equity Interest to Party A or the Specified Person and (B) ensure that Party A or the Specified Person will be the registered owner of the Equity Interest. The Equity Interest shall be free from any security interest. For the purpose of this Agreement, the term “security interest” shall include any guarantee, mortgage, third party right or interest, purchase right, preemption right, offset right, ownership withholding right or other security arrangement. A security interest shall not include any security interest incurred pursuant to this Agreement or the Equity Interest Pledge Agreement. The term “Equity Interest Pledge Agreement” shall refer to the agreement entered into by and between Party B-1 , Party B-2 and WFOE effective as of November 14, 2007. Pursuant to the Equity Interest Pledge Agreement, Party B-1 and Party B-2 pledged the Equity Interest to WFOE as security payment of fees pursuant to the Exclusive Technical Consulting and Service Agreement which is entered into by and between Party C and WFOE effective as of November 14, 2007 (the “Service Agreement” ).

(e) Payment for the Equity Interest

Party A shall pay the Transfer Fee to Party B-1 and Party B-2 in accordance with the provision of Article 1(c).

ARTICLE II

COVENANTS RELATING TO THE EQUITY INTEREST

(a) Covenants of Party C

(i) Without the written consent of Party A or WFOE, Party C will not supplement, amend or modify any provisions of the constitutional documents of Party C , and will not increase or reduce its registered capital or change to equity structure in any way.

(ii) Party C shall remain in good standing, and prudently and efficiently operate its business and corporate affairs in accordance with commercial standards and practice.

(iii) Without the prior written consent of Party A or WFOE , Party C shall not sell, transfer, mortgage or dispose of any of its assets, business or beneficial rights, or allow the creation of any security interest upon its assets.

(iv) Without the prior written consent of Party A or WFOE , Party C shall not incur or guaranty any debt, or permit the existence of any debt, other than (A) debt that is incurred during the course of normal business operations (excluding business loans) and (B) debt that has been previously disclosed to Party A and to which Party A has provided prior written consent.

(v) Party C shall operate in the normal course of business and maintain the value of its assets, shall not take any action which adversely influences its business operations or the value of its assets.

(vi) Without the prior written consent of Party A or WFOE , Party C shall not enter into any material agreement except in the normal course of business. (For the purpose of this subsection, an agreement representing an amount in excess of RMB100,000 shall be deemed as a material agreement).

(vii) Without the prior written consent of Party A or WFOE , Party C shall not provide any loans or credit to any third party.

(viii) At the request of Party A, Party C shall provide Party A with any and all materials relating to the business operation and financial status of Party C .

(ix) Party C shall purchase business insurance from an insurance company acceptable to Party A and shall maintain such insurance. The amount and kind of such insurance shall be similar to insurance carried by other companies which operate similar businesses and possess similar assets.

(x) Without the prior written consent of Party A or WFOE , Party C shall not merge with, make an investment in, combine with or purchase the equity or substantially all the assets of any other entity.

(xi) Party C shall inform Party A of actual or threatened litigation, arbitration, or administrative procedures relating to the assets, business and beneficial rights of Party C .

(xii) Party C shall execute all necessary or proper documents, take all necessary or proper actions, substitute all necessary or proper claims, and make all necessary or proper answer to all compensation claims.

(xiii) Without the prior written consent of Party A, Party C shall not grant any dividend to its shareholders.

(b) Covenants of Party B-1 and Party B-2

(i) Without the prior written consent of Party A or WFOE , neither Party B-1 nor Party B-2 shall sell, transfer, mortgage or dispose of any rights or interest relating to the Equity Interest, or allow any creation of other security interest on the Equity Interest (excluding the security interest under this Agreement and the Equity Interest Pledge Agreement).

(ii) Without the prior written consent of Party A or WFOE , each of Party B-1 and Party B-2 shall use his best efforts to prevent the shareholders of Party C from adopting resolutions relating to the sale, transfer, mortgage, disposal of any rights or interests relating to the Equity Interest, or allowing any creation of other security interest on the Equity Interest (excluding the security interest under this Agreement and the Equity Interest Pledge Agreement).

(iii) Without the prior written consent from Party A or WFOE , each of Party B-1 and Party B-2 shall use his best efforts to prevent the other shareholders of Party C , if any, from approving resolutions relating to (A) Party C ’s merger with, combination with or purchase of any person or (B) Party C ’s investment in any person.

(iv) Each of Party B-1 and Party B-2 shall inform Party A of any actual or threatened litigation, arbitration, or administrative procedure.

(v) Each of Party B-1 and Party B-2 shall take all reasonable efforts to ensure that the other shareholders of Party C , if any, approve the transfer of the Equity Interest as set out in this Agreement.

(vi) In order to keep the ownership of the Equity Interest, each of Party B-1 and Party B-2 shall execute all necessary or proper documents, take all necessary or proper actions, substitute all necessary or proper claims, and make all necessary or proper responses to all compensation claims.

(vii) Upon the request of Party A from time to time, each of Party B-1 and Party B-2 shall immediately transfer the Equity Interest to Party A or the Specified Person pursuant to the terms of this Agreement.

(viii) Each of Party B-1 and Party B-2 shall strictly comply with this Agreement and any other agreements which may be entered into by and among Party B-1 , Party B-2 , Party C , Party A and WFOE collectively or separately, and shall perform his obligations under this Agreement, and shall not make any actions which shall affect the validity and enforceability of this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

(a) Each of Party B-1, Party B-2 and Party C, severally and not jointly, make the following representations on the date of this Agreement and the date of each of Equity Transfer Contract:

(i) Such party has the power to enter into and deliver this Agreement and/or the Equity Transfer Contract which will be executed by it for each transfer of the Equity Interest, and such Party has the power and capacity to perform its obligations under this Agreement and/or the Equity Transfer Contract. Upon the execution of this Agreement and/or the Equity Transfer Contract, such documents shall constitute valid and legally binding documents and may be enforceable in accordance therewith.

(ii) Neither the execution and delivery of this Agreement or any Equity Transfer Contract, nor performance of the obligations under this Agreement or any Equity Transfer Contract will: (A) violate applicable law; (B) conflict with such Party’s Articles of Association or other organizational documents; (C) breach any contract or document which such Party is a party or which is binding upon such Party; (D) violate any acquired permit, approval or any valid qualification; or (E) result in the termination or revocation or additional conditions to the acquired permit or approval.

(iii) Party C has no outstanding debt except for (A) debts, which were incurred in the normal business operations; and (B) debt that has been previously disclosed to Party A and to which Party A has provided written consent.

(iv) Party C is in compliance with all applicable laws and regulations.

(v) There is no actual, pending or potential litigation, arbitration, or administrative procedures relating to the Equity Interest, the assets of Party C or any other matters of Party C.

(b) Each of Party B-1 and Party B-2, severally and not jointly, make the following representation on the dates of this Agreement and on the date of each Equity Transfer Contract:

Each of Party B-1 and Party B-2 maintains full and transferable ownership on all of its assets and facilities. Except for the pledge incurred by this Agreement and the pledge of the Equity Interest incurred by the Equity Interests Pledge Agreement, there is no other pledge and/or mortgage on the Equity Interest.

ARTICLE IV

EFFECTIVE DATE

(b) This Agreement may be extended prior to termination for one or more twenty-five (25) year terms upon written notice by Party A, provided such extension is permitted by law and subject to the approval of the registration administration for the extension of Party C’s business duration. The parties will cooperate to renew this Agreement if such renewal is legally permitted at the time.

ARTICLE V

GOVERNING LAW AND DISPUTE SETTLEMENT

(a) Governing Law

This Agreement shall be governed by and interpreted according to the laws of the PRC.

(b) Dispute Settlement

The Parties shall negotiate in good faith to settle any dispute relating to the interpretation or implementation of this Agreement. To the extent such dispute cannot be settled within thirty (30) days from the first date a Party issues written notice requesting settlement of dispute through negotiation, each Party may submit the dispute to the China International Economic and Trade Arbitration Committee for arbitration according to the requisite arbitration rules. The arbitration shall be held in Beijing. The arbitration proceedings shall be conducted in Chinese. The arbitration award is final and binding on each party.

ARTICLE VI

TAX AND EXPENSES

Each Party shall bear any and all of its own tax, costs and expenses relating to preparing for and executing this Agreement and each Equity Transfer Contract.

ARTICLE VII

NOTICE

Any notice or other communication under this Agreement shall be in Chinese and be sent to the address listed below or other address as may be designated from time to time by hand delivery or mail or facsimile. Any notice required or given hereunder shall be deemed to have been served: (a) on the same date if sent by hand delivery; (b) on the tenth day if sent by air-mail, (c) on the fourth day if sent by the professional hand delivery which is acknowledged worldwide; and (d) the receipt date displayed on the transmission confirmation notice if sent by facsimile.

Party A:

Sino-Global Shipping America, Ltd.

36-09 Main Street, Suite 9C-2, Flushing, New York, 11354, USA.

Party B-1:

CAO Lei

Room 5-A-602, Fangchengyuanyiqu, Fengtai District, Beijing.

Party B-2:

ZHANG Mingwei

Room 21-304,707 Suo, Third Avenue, Dingzigu, Hongqiao District, Tianjin.

Party C:

Sino-Global Shipping Agency Ltd.

Building 9 Rm.1208, Wangjingbeilu, Chaoyang District, Beijing.

ARTICLE VIII

CONFIDENTIALITY

The Parties acknowledge and confirm that any oral or written information relating to this Agreement communicated among the Parties shall be deemed to be confidential information ( “Confidential Information” ). The Parties shall keep such Confidential Information confidential and shall not disclose it to any third party without written consent from the other Party. The provisions of this Section 8 shall not apply in the following situations: (a) such information is publicly available or will become publicly available (it is not disclosed by the Party receiving such Confidential Information); (b) such information is disclosed in accordance with applicable laws or regulations; or (c) a Party discloses Confidential Information to its attorney or financial advisor so long as such attorney or legal advisor needs to access such information and agrees to keep such information confidential. The disclosure by an employee or agent of a Party shall be deemed to be disclosed by the Party itself, and the Party shall undertake liability therefor. The Parties agree that the provisions of this Article shall survive notwithstanding the termination of this Agreement .

ARTICLE IX

FURTHER ASSURANCE

The Parties agree that they will execute any and all necessary documents required for the purpose of performing or objective of this Agreement. The Parties will take all necessary actions for the purpose of performing or objective of this Agreement or take actions which are benefit for the purpose of this Agreement.

ARTICLE X

MISCELLANEOUS

(a) Amendment and supplementation

Any revision to, amendment of or supplement to this Agreement must be in writing and be executed by each Party hereto.

(b) Compliance with laws and regulations

The Parties shall comply with all applicable laws and regulations which have been formally issued.

Unless it is otherwise revised, amended or supplemented, this Agreement and its appendices constitute the entire agreement among the Parties as to the subject matter, and supersede any prior oral or written negotiations, statements or agreement among the parties relating thereto.

(d) Headings

Headings in this Agreement are only used for reading convenience, and shall not be used to interpret, explain or otherwise influence the meaning of the provisions of this Agreement.

(e) Language

This Agreement is made in Chinese and English in three originals. The Chinese version will prevail in the event of any inconsistency between the English and any Chinese translations thereof.

(f) Severability

If any of the terms of this Agreement is declared invalid, illegal or unenforceable in accordance with any applicable laws or regulations, the validity and enforceability of the other terms hereof shall nevertheless remain unaffected. The Parties hereto agree to negotiate to restructure such invalid, illegal or unenforceable terms so as to maintain economic impact.

(g) Successor

This Agreement shall bind the permitted transferee or successor of each Party and shall be interpreted for its benefit.

(h) Continue to be effective

(i) Any duties occurred in relation to the Agreement prior to termination or expiration shall continue to be effective after expiration or termination of the Agreement.

(ii) The provisions of Articles 5, 7, 8 and 10(h) shall survive the termination of this Agreement.

(i) Waiver

Each Party may waive the terms and conditions under this Agreement in writing. Such waiver must be duly signed. Any waiver relating to the breach of the other Party in certain circumstance shall not be deemed as that a waiver for the similar breach as in other circumstances.

[Remainder of Page Left Intentionally Blank - Signature Page Follows]

IN WITNESS WHEREOF , the Parties have executed this Agreement on the date first above written.

	Party A: Sino-Global Shipping America, Ltd.


(seal)	/s/ Cao Lei
	Legal Representative
	Date:	November 14, 2007


	Party B-1: CAO Lei


	/s/ Cao Lei
	CAO Lei
	Date:	November 14, 2007


	Party B-2: ZHANG Mingwei


	/s/ Zhang Mingwei
	ZHANG Mingwei
	Date:	November 14, 2007


	Party Cw: Sino-Global Shipping Agency Ltd.


(seal)	/s/ Cao Lei
	Legal Representative
	Date:	November 14, 2007

Appendix

Announcement Letter

Sino-Global Shipping Agency Ltd. ( “Sino-Global” ) is a limited liability company established on June 6, 2001. I, as the shareholder of Sino-Global , hold 96.74% equity interest of Sino-Global . I, together with the other shareholder, ZHANG Mingwei, hold 100% equity interest of Sino-Global . I hereby irrevocably waive any pre-emptive right I may have upon the other 3.26% equity interest held by ZHANG Mingwei, and will not encumber the transfer of the equity interest you proposed.

This Announcement Letter is effective from the date of signature.

	/s/ Cao Lei
	CAO Lei

Effective Date: November 14, 2007

Announcement Letter

Sino-Global Shipping Agency Ltd. ( “Sino-Global” ) is a limited liability company established on June 6, 2001. I, as the shareholder of Sino-Global, hold 3.26% equity interest of Sino-Global . I, together with the other shareholder, CAO Lei, hold 100% equity interest of Sino-Global . I hereby irrevocably waive any pre-emptive right I may have upon the other 96.74% equity interest held by CAO Lei, and will not encumber the transfer of the equity interest you proposed.

This Announcement Letter is effective from the date of signature.

	/s/ Zhang Mingwei
	ZHANG Mingwei

Effective Date: November 14, 2007

Exhibit 21.1

List of Subsidiaries

Following is a list of the English and Chinese names of the (i) Registrant; (ii) its Chinese subsidiary; and (iii) the Chinese company with which the Registrant and its Subsidiary have a contractual relationship that provides effective control to the Registrant.

Registrant (Virginia):

Sino-Global Shipping America Ltd. (known as 美国中环球緇务有榰公司 in China)

Subsidiary (China):

Trans Pacific Shipping Ltd. (known as 北京盛海緇务技术有榰公司 in China)

Non-Subsidiary Affiliated Company (China):

Sino-Global Shipping Agency Ltd. (known as 北京中环球緇务代理有榰公司 in China)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on to Form SB-2 of our report dated December 31, 2007, relating to the financial statements of Sino-Global Shipping America, Ltd. and to the reference to our Firm under the caption "Experts" in the Prospectus.

/s/ Friedman LLP

New York, New York

January 10, 2008