Sino-Global Shipping America, Ltd. (Form: S-1/A, Received: 04/09/2008 17:23:32)

As filed with the Securities and Exchange Commission on April 9, 2008

Registration No. 333-148611

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A

(Amendment No. 3 to Registration Statement on Form SB-2)

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Sino-Global Shipping America, Ltd.

(Exact name of registrant as specified in its charter)

Virginia	4731	11-3588546
(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, including zip code, and telephone number,

including area code, of registrant’s 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 commencement of proposed sale to the public: As soon as practicable, after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x

(Do not check if a smaller reporting company)

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							$	11,889,702.24		$	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⁾	Previously paid.

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 shareholders 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 57 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 __________ ___, 2008

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 April 8, 2008, the noon buying rate was $1.00 to RMB7.0008. 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.

P ROSPECTUS 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. Prior to the completion of this offering, we and Sino-China are under common control, by virtue of our Chief Executive Officer’s ownership of more than 70% of both companies. We provide shipping agency services in China and 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. Nevertheless, by virtue of Mr. Cao’s ownership of more than 70% of both companies, we and Sino-China are considered under common control of Mr. Cao. On November 14, 2007, a variety of contracts were executed with 25 year renewable terms and govern the relationships among Trans Pacific, Sino-China and our company.

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. Because of Mr. Cao’s common control of Sino-China and our company, we have consolidated these results from the inception of Sino-China. 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 April 9, 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 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, you should 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 six months ended December 31, (Unaudited)
	2007			2006			2007
Total Sales	$	10,090,879		$	8,924,786		$	8,144,189
Income from Operations		1,260,918			616,111			606,743
Net income from continuing operations before non-controlling interest in income ⁽¹⁾		1,144,752			556,481			618,576
Non-controlling Interest in Income ⁽¹⁾		(104,237	)		(26,643	)		(60,037	)
Net Income		1,040,516			529,838			558,539
Basic Earnings per Share		0.58			0.29			0.31
Diluted Earnings per Share		0.58			0.29			0.31

	June 30,					December 31, (Unaudited)
	2007		2006			2007
Total Assets	$	3,752,561	$	1,805,673		$	4,378,809
Total Current Liabilities		1,788,748		1,257,348			1,851,384
Long-term Liabilities		-		-			-
Non-controlling Interest		308,610		(66,362	)		313,683
Mandatorily Redeemable Stock		-		-			1,250,000
Net Assets		1,655,203		614,687			963,742
Capital Stock		1,880		1,880			1,625 ⁽²	⁾

⁽¹⁾ Sino-China is considered a variable interest entity (“VIE”), and we are the primary beneficiary. On November 14, 2007, our company entered into agreements with Sino-China, pursuant to which we receive 90% of Sino-China’s net income. We do not receive any payment from Sino-China unless Sino-China recognizes net income during its fiscal year. These agreements do not entitle us to any consideration if Sino-China incurs a net loss during its fiscal year. In accordance with these agreements, Sino-China pays consulting and marketing fees equal to 85% and 5%, respectively, of its net income to our new wholly owned foreign subsidiary, Trans Pacific, and Trans Pacific supplies the technology and personnel needed to service Sino-China. Sino-China was designed to operate in China for the benefit of our Company.

The accounts of Sino-China are consolidated in the accompanying financial statements pursuant to Financial Accounting Standards Board Interpretation No. 46 (Revised), “Consolidation of Variable Interest Entities - an Interpretation of ARB No. 51”. As a VIE, Sino-China’s sales are included in our company’s total sales, its income from operations is consolidated with our company’s, and our net income from continuing operations before non-controlling interest in income includes all of Sino-China’s net income. Our non-controlling interest in its income is then subtracted in calculating the net income attributable to our company. Because of the contractual arrangements, we had a pecuniary interest in Sino-China that requires consolidation of our company’s and Sino-China’s financial statements.

Mr. Cao Lei owns more than 70% of both Sino-China and our company (before completion of the offering) and was able to cause our company and Sino-China to enter into the 2007 agreements at any point in time. Accordingly, our company has consolidated Sino-China’s income because the entities are under common control in accordance with SFAS 141, “Business Combinations”. For this reason, we have included 90% of Sino-China’s net income in our net income as discussed above as though the 2007 agreements were in effect from the inception of Sino-China, and only the 10% of Sino-China’s net income not paid to our company represents the non-controlling interest in Sino-China’s income.

⁽²⁾ The total number of shares of common stock issued and outstanding at December 31, 2007 is 1,800,000 shares. On December 31, 2007, our company became obligated to purchase certain shares under the circumstances described in greater detail below. For that reason, we have classified [_____] shares at redemption value outside of permanent equity as “Mandatorily redeemable stock.” See “Related Party Transactions - Loan to Mr. Cao.”

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.

The Chinese government’s ownership of our two largest competitors 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. See “Risk Factors - China’s reaction to perceived inequities in the iron ore industry may adversely affect our company.”

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 shipping agency services 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:

Mr. Cao Lei, Chief Executive Officer;

Mr. Zhang Mingwei, Chief Financial Officer;

Mr. Huang Zhi Kang, Vice President; and

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

China’s reaction to perceived inequities in the iron ore industry may adversely affect our company.

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.

Since this accusation, one of these three iron ore companies, BHP Billiton Limited, has offered to acquire another, Rio Tinto Limited. In response to BHP Billiton’s initial offer, the state-owned Chinalco cooperated with U.S. company Alcoa to purchase an approximately 12% interest in Rio Tinto. After this purchase, however, BHP Billiton submitted another offer to purchase Rio Tinto, which was rejected by Rio Tinto’s Board of Directors on February 6, 2008. Although the offer has been rejected, any consolidation of such large iron ore companies could result in renewed claims by the Chinese government that these companies are working together to effect shortages.

In addition to the likely effect of proposed consolidations in the iron ore industry, China has also protested a recent notice from Rio Tinto that iron ore shipments under existing contracts will be cut by 10% due to a hurricane.

If the Chinese government were to take steps to combat perceived inequities in the iron ore industry, our operations could be adversely affected. 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.”

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:

quarantines 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 effective on January 1, 2008, however, dividends payable by a foreign investment entity to its foreign investors are 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. At present, however, the United States and China are signatories to the 1984 People’s Republic of China-United States Income Tax Agreement, which would allow our company to claim a deemed-paid credit, which is an indirect tax credit, on any taxes paid to China by Trans Pacific. This credit may currently be carried forward for ten years. To the extent we were not eligible to receive or were unable to use the credit, this new enterprise tax law could have an adverse effect on our company. 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. 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:

economic structure;

level of government involvement in the economy;

level of development;

level of capital reinvestment;

control of foreign exchange;

methods of allocating resources; and

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 shareholders, 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 shareholders’ 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.”

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. Nevertheless, by virtue of Mr. Cao’s ownership of more than 70% of both companies, we and Sino-China are considered under common control. On November 14, 2007, a variety of agreements were executed with 25 year renewable terms and govern the relationships among Trans Pacific, Sino-China and our company.

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. Because of Mr. Cao’s common control of Sino-China and our company, we have consolidated these results from the inception of Sino-China. 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. Our company may be obligated to purchase certain of these issued and outstanding shares of common stock on the terms and under the conditions described in greater detail in the section titled “Related Party Transactions - Loan to Mr. Cao.”

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

By virtue of our Chief Executive Officer’s ownership of more than 70% of our company and Sino-China, we are considered to be under common control. In addition, 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 annual 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 annual 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⁾		7.0008		7.1458		7.0008		7.2946

⁽¹⁾	Annual averages are calculated using the average of month-end rates of the relevant year, with the exception of 2008 averages, which are calculated using daily noon buying rates.

⁽²⁾	2008 figures are through April 8, 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 shareholders 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 shareholders 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

Minimum Offering

Amount

Percent

Amount

Percent

Per Share

Existing shareholders

1,800,000

[______]

[______

]

[______

]

[______

]

New investors

[______

]

[______]

[______

]

[______

]

[______

]

Total

[______

]

100.0

[______

]

[______

]

[______

]

Shares Purchased

Total Consideration

Average Price

Per Share

Maximum Offering

Amount

Percent

Amount

Percent

Existing shareholders

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 six months ended December 31, (Unaudited)
	2007			2006			2007
Total Sales	$	10,090,879		$	8,924,786		$	8,144,189
Income from Operations		1,260,918			616,111			606,743
Net income from continuing operations before non-controlling interest in income ⁽¹⁾		1,144,752			556,481			618,576
Non-controlling Interest in Income ⁽¹⁾		(104,237	)		(26,643	)		(60,037	)
Net Income		1,040,516			529,838			558,539
Basic Earnings per Share		0.58			0.29			0.31
Diluted Earnings per Share		0.58			0.29			0.31

	June 30,					December 31, (Unaudited)
	2007		2006			2007
Total Assets	$	3,752,561	$	1,805,673		$	4,378,809
Total Current Liabilities		1,788,748		1,257,348			1,851,384
Long-term Liabilities		-		-			-
Non-controlling Interest		308,610		(66,362	)		313,683
Mandatorily Redeemable Stock		-		-			1,250,000
Net Assets		1,655,203		614,687			963,742
Capital Stock		1,880		1,880			1,625 ⁽²	⁾

⁽¹⁾ Sino-China is considered a VIE, and we are the primary beneficiary. On November 14, 2007, our company entered into agreements with Sino-China, pursuant to which we receive 90% of Sino-China’s net income. We do not receive any payment from Sino-China unless Sino-China recognizes net income during its fiscal year. These agreements do not entitle us to any consideration if Sino-China incurs a net loss during its fiscal year. In accordance with these agreements, Sino-China pays consulting and marketing fees equal to 85% and 5%, respectively, of its net income to our new wholly owned foreign subsidiary, Trans Pacific, and Trans Pacific supplies the technology and personnel needed to service Sino-China. Sino-China was designed to operate in China for the benefit of our Company.

⁽²⁾ The total number of shares of common stock issued and outstanding at December 31, 2007 is 1,800,000 shares. On December 31, 2007, our company became obligated to purchase certain shares under the circumstances described in greater detail below. For that reason, we have classified [_____] shares at redemption value outside of permanent equity as “Mandatorily redeemable stock. See “Related Party Transactions - Loan to Mr. Cao.”

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 a shipping agency service provider for foreign ships coming to Chinese ports. 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 $8.14 million for the six months ended December 31, 2007. In 2006, 2007 and the six months ended December 31, 2007, we recorded consolidated net income from continuing operations before non-controlling interest in income of $0.56 million, $1.14 million and $0.62 million, respectively.

Revenues

For the year ended June 30, 2007 and for the six months ended December 31, 2007, our total revenues amounted to approximately $10.09 million and $8.14 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 six months ended December 31, 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 six months ended December 31,
	2007				2006				2007				2006
	$000		%		$000		%		$000		%		$000		%
									(Unaudited)				(Unaudited)
Revenues		10,091		100.00		8,925		100.00		8,144		100.00		5,045		100.00

Costs and expenses
Costs of services		7,510		74.42		6,391		71.61		6,534		80.23		3,720		73.74
General and administrative expenses		1,165		11.55		1,715		19.22		909		11.16		555		11.00
Selling expense		154		1.52		193		2.16		94		1.15		75		1.49
Other costs		1		0.01		10		0.11		1		0.01		1		0.02
Total costs and expenses		8,830		87.50		8,309		93.10		7,538		92.56		4,351		86.25

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

Sino-China is considered a VIE, and we are the primary beneficiary. On November 14, 2007, our company entered into agreements with Sino-China, pursuant to which we receive 90% of Sino-China’s net income. We do not receive any payment from Sino-China unless Sino-China recognizes net income during its fiscal year. These agreements do not entitle us to any consideration if Sino-China incurs a net loss during its fiscal year. In accordance with these agreements, Sino-China pays consulting and marketing fees equal to 85% and 5%, respectively, of its net income to our new wholly owned foreign subsidiary, Trans Pacific, and Trans Pacific supplies the technology and personnel needed to service Sino-China. Sino-China was designed to operate in China for the benefit of our Company.

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 the Renminbi as its reporting currency. 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.

Increase in number of ships served .

As described below, we have increased the number of ships served. We believe that the following factors have contributed to this increase:

We have increased the scope of services we provide and have provided services in lower charge areas such as owner affairs in order to maintain existing clients and attract new clients. As these services may be less extensive than services we provided in the past, we have been able to provide such services to more clients.

We have been able to provide services to smaller clients. While these services may result in lower average charge rates, they also increase the raw number of ships we serve.

Our main client, Beijing Shou Rong, has consistently increased its shipping of iron ore, and we have been involved in this growth.

In addition to growing the number of clients we serve, we have focused on growing the scope of services and number of ships served for each of our existing clients.

Decrease in average charge rate .

Our service charge rate depends largely on the size and types of ships we serve. Specifically, high rates are normally charged for larger ships than for smaller ships. For example, during the six months ended December 31, 2007, we served a new client, Ocean Bulk, with an average charge rate of $32,979, comparing to the average charge rate of $76,048 for our major customer, Beijing Shou Rong, whose ships are much larger.

The charge rate also relates to the types of services we provide. The less extensive the services are, the lower our charge rates will ordinarily be. For example, we provided services to Eagle Shipping, which services related primarily to ship equipment repairing and other owner affair services. As a result, the average charge rate per ship for Eagle Shipping was $15,906 in the six months ended December 31, 2007.

While competitive pressures may in the future affect our average charge rate, we do not believe that such pressures have resulted in the decline in average charge rate to date. Additionally, we believe that the trend is less one of decreasing fees and more one of increasing the number and scope of companies for which we provide shipping agency services. To the extent this growth results in our company serving smaller ships or providing more limited services to clients, the average charge rate will likely decrease.

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 six months ended December 31,
	2007			2006			2007			2006
	$			$			$			$
							(Unaudited)			(Unaudited)

Revenues		10,090,879			8,924,786			8,144,189			5,044,732

Costs and expenses
Costs of service		(7,509,669	)		(6,391,123	)		(6,534,171	)		(3,719,890	)
General and administrative expenses		(1,165,332	)		(1,714,617	)		(908,511	)		(554,668	)
Selling expense		(153,797	)		(192,825	)		(94,242	)		(74,728	)
Other operating costs		(1,163	)		(10,110	)		(522	)		(759	)
		(8,829,961	)		(8,308,675	)		(7,537,446	)		(4,350,045	)

Operating Income		1,260,918			616,111			606,743			694,687

Loss on disposal of investment		--			(2,491	)		--			--
Other Income (expense), net		22,125			(35,912	)		(42,574	)		(33,123	)
		22,125			(38,403	)		(42,574	)		(33,123	)

Net income before taxes		1,283,043			577,708			649,317			661,564

Income taxes		(138,291	)		(21,227	)		(30,741	)		(63,134	)

Net income from continuing operations before non-controlling interest in income		1,144,752			556,481			618,576			598,430
Non-controlling interest in income		(104,237	)		(26,643	)		(60,037	)		(55,400	)
Net income		1,040,516			529,838			558,539			543,030

Six Months Ended December 31, 2007 Compared to Six Months Ended December 31, 2006

Revenues. Our total revenues increased by 61.51% from approximately $5.04 million in the six months ended December 31, 2006 to approximately $8.14 million in the same period 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 78 for the six months ended December 31 , 2006, to 123 for the six months ended December 31 , 2007, representing an increase of 57.69%. The growth of revenues was slightly greater than the increase in the number of ships served and the average charge rate increased from $64,676 in the six months ended December 31, 2006 to $66,213 in the six months ended December 31, 2007 .

Total Operating Costs and Expenses. Our total operating costs and expenses increased by 73.33% from approximately $4.35 million in the six months ended December 31, 2006 to approximately $7.54 million in the six months ended December 31, 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 75.54% from approximately $3.72 million in the six months ended December 31, 2006 to approximately $6.53 million in the six months ended December 31, 2007. This increase was primarily due to increases in port charges we paid on behalf of the customers. In addition, the average foreign exchange rate increased by approximately 5.93%, from RMB7.9022 to $1.00 for the six months ended December 31, 2006 to RMB7.4601 to $1.00 for the six months ended December 31, 2007.

General and Administrative Expenses . Our general and administrative expenses increased by 65.45% from approximately $0.55 million in the six months ended December 31, 2006 to approximately $0.91 million in the six months ended December 31, 2007. This increase was primarily due to writing down of bad debts of $70,695, increases of depreciation expenses of $38,466, car and travel-related expenses of $52,804 and entertainment expenses of $89,587.

Selling Expenses . Our selling expenses increased by 26.11% from $74,728 in the six months ended December 31, 2006 to $94,242 in the six months ended December 31, 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 $0.61 million in the six months ended December 31, 2007, compared to approximately $0.69 million in the six months ended December 31, 2006. The decrease in operating profits resulted largely from the increase in the costs of services.

Taxation. Our income tax expenses were approximately $0.03 million in the six months ended December 31, 2007, compared to approximately $0.06 million in the six months ended December 31, 2006. The decrease in income tax for the six months ended December 31, 2007 was primarily due to decreased operating 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 from continuing operations before non-controlling interest in income of approximately $0.62 million in the six months ended December 31, 2007, compared to approximately $0.60 million in the six months ended December 31, 2006. After deduction of non-controlling interest in income, net incomes were approximately $0.02 million and $0.04 million in the six months ended December 31, 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 17.53% 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 4.23% increase of average foreign exchange rate of RMB8.1361 to $1.00 for the twelve months ended June 30, 2006 to that of RMB7.8056 to $1.00 for the twelve months ended 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 from continuing operations before non-controlling interest in income of approximately $1.14 million in 2007, compared to approximately $0.56 million in 2006. After deduction of non-controlling interest in income, net incomes were approximately $0.10 million and $0.29 million 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 December 31, 2007, we had approximately $0.98 million in cash and cash equivalents, of which approximately $0.33 million was held by Sino-China. 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 six months ended December 31,
	2007			2006			2007			2006
	$			$			$			$
							(Unaudited)			(Unaudited)

Net cash provided by operating activities		868,059			719,087			753,886			884,516
Net cash used in investing activities		(911,520	)		(649,955	)		(197,980	)		(689,197	)
Net cash provided by (used in) financing activities		172,719			--			(45,791	)		226,928
Net increase in cash and cash equivalents		170,065			70,446			455,151			435,163
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			981,242			791,189

Operating Activities

Our operating activities generated positive cash for the years ended June 30, 2007 and 2006, and for the six months ended December 31, 2007 and 2006. The cash generated from operating activities for the year ended June 30, 2007 was approximately $0.15 million more than the same period ended in the preceding year primarily due to our increase in revenues of approximately $1.2 million for the year ended June 30, 2007 compared to the same period in the preceding year.

Since May 2003, we began to expand our business by setting up additional branches throughout China. As of December 31, 2007, we had six branch offices conducting our shipping agency services in China.

As our sales were increased for the year ended June 30, 2007 compared to June 30, 2006, our gross margin has declined mainly attributable to the mix of services we provided our customers. During the year ended June 30, 2007, we had provided more services to our customers with lower gross margin than the same period in the preceding year. The cash generated from operating activities for the six months ended December 31, 2007 was approximately $0.13 million less than the same period ended in the preceding year.

Both revenues and gross margin increased for the December 31, 2007 six month period; however, we incurred significant operating expenses to operate additional branch offices. Nonetheless, both six month periods ended December 31, 2007 and 2006 had net increases in cash and cash equivalents in excess of $0.43 million.

As we presented in the above table, our cash generated from operating activities was sufficient to meet our investing and financing activities for all periods with no net decrease in cash and cash equivalents. We expect our business will continue to grow and our cash generated from operating activities will be sufficient to fund our investing and financing needs as we establishing more branches each year. We expect to use our operating cash to fund major expenditures such as acquisitions of new property and equipment, payroll, employee benefits, travel, selling and rent.

Net cash provided by operating activities decreased to approximately $0.75 million in the six months ended December 31, 2007 from approximately $0.88 million in the six months ended December 31, 2006. The decrease was mainly attributable to several factors, including (i) a decrease in advances from customers of $0.34 million for the anticipated port charges in the third quarter of 2007 and (ii) an increase in other receivable amounting to approximately $0.37 million, of which $0.27 million was prepaid IPO expenses such as audit fees and legal fees. The decrease in net operating cash flow was partially offset by (i) a decrease in advance to suppliers of $0.41 million so as to match the decrease in advance from customers and (ii) an increase in other current liabilities due to increase in rent deposit of $0.07 million for the additional office for Sino-China, advance payments received from customers for reimbursed port agent charges and other operating expenses.

Net cash generated from operating activities increased to approximately $0.87 million in 2007 from approximately $0.72 million in 2006. The 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 which was due to higher operating expenses and lower margin from approximately 18% to 16% because of competition; (ii) the non-controlling interest in income contribution of approximately $1.04 million in 2007 compared to that of approximately $0.27 million incurred in 2006 which was due to all new branch offices were operating during the year ended 2007; (iii) the increase in add-back of non-cash expenses, consisting of depreciation expenses of approximately $0.06 million which was due to the additional property equipment purchased for the expansion of the business; and (iv) the increase in accounts payable, accrued expenses and other current liabilities of approximately $0.12 million were due to increase in operating expenses and income taxes because of increase in sales and permanent tax adjustment (mainly entertainment expense) to tax liabilities. The increase in operating cash flow was partially offset by (i) the increase in accounts receivable amounting to approximately $0.60 million which was due to increase in sales for the year ended 2007; and (ii) the increase in advances to suppliers of approximately $0.19 million which was due the anticipated sales in the first quarter of 2007.

Investing Activities

Net cash used in investing activities decreased from approximately $0.69 million in the six months ended December 31, 2006 to approximately $0.20 million in the six months ended December 31, 2007, primarily due to the decrease of payments advanced to related parties and less capital expenditures for branch offices. 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 $0.05 million in the six months ended December 31, 2007. This amount is used to pay back the bank loans associated with the credit provided by HSBC in New York. Sino-China increased its registered capital by approximately $23 million in the six months ended December 31, 2006. Net cash provided by financing activities was approximately $0.17 million for the year ended June 30, 2007, consisting of approximately $0.54 million used to pay back the bank loans associated with the credit provided by HSBC in New York and the increased registered capital of 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. In December 2007, we leased additional office premises under two non-cancellable leases which expire through January 13, 2010, for approximately $317,000 per year. Rent expense under operating leases for the years ended June 30, 2007 and 2006, and for the six -month periods ended December 31, 2007 and 2006, were $121,777, $115,857, $70,779 and $61,645, respectively.

Future minimum lease payments under our other non-cancelable operating leases agreements are as follows:

	Amount
	$
Year ending June 30,
2008		82,000
2009		33,000
2010		6,000
Total		121,000

Capital Expenditures

We made capital expenditures of approximately $0.15 million, $0.34 million and $0.20 million in 2006 and 2007 and the six months ended December 31, 2007, respectively, representing 1.70%, 3.40% and 2.46% 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, wholly owned foreign enterprises 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. Trans Pacific’s registered capital is $100,000. To the extent Trans Pacific does not generate sufficient after-tax profits to fund this statutory reserve, its ability to pay dividends to us may be limited. 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. Other than as described in the previous sentences, China’s State Administration of Foreign Exchange (“SAFE”) has approved the company structure between our company and Trans Pacific, and Trans Pacific is permitted to pay dividends to our company. See “Risk Factor - We may not pay dividends”, “Risk Factor - Changes in China’s political and economic policies could harm our business” and “Dividend Policy”.

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 U.S. dollar increased from RMB7.9956 to $1.00, RMB7.6155 to $1.00 and RMB7.3046 to $1.00 on June 30, 2006, June 30, 2007, and December 31, 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 and $49,480 for the year ended June 30, 2007 and for the six months ended December 31, 2007, we suffered a foreign currency translation loss of $15,426 for 2006. 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 March 2008, the FASB issued SFAS 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB 133, Accounting for Derivative Instruments and Hedging Activities.” This statement requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. The Statement is effective for financial statements for fiscal years and interim periods beginning after November 15, 2008 and is not expected to have an impact on our company’s consolidated financial statements.

In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS 160, “Non-controlling 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, and, accordingly, we have not yet adopted SFAS 160. 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 non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. We are currently assessing the impact of SFAS 160; we believe the adoption of this standard will have a material effect on our consolidated shareholders’ equity. Our shareholders’ equity will increase by the amount of the non-controlling interest currently reported outside of equity. However, the adoption of SFAS 160 is not expected to have a material impact on our net income.

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 non-controlling 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 a provider of shipping agency services in China. 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 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 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. 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. Each of these organizations assesses the effectiveness of quality management systems implemented by companies. The International Organization for Standardization consists of a worldwide federation of national standards bodies for approximately 130 countries, and the ISO9000 certification represents an international consensus of these standards bodies, with the aim of creating global standards of product and service quality. UKAS is the sole national body in the United Kingdom recognized by the government to provide accreditation of conformity assessment bodies. UKAS and ISO9000 certifications address the quality of systems only and do not certify the quality of products or services themselves.

· 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 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 shipping services provider with a 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 iron ore provider company that is one of the largest iron ore providers in the world. Revenues from this company accounted for approximately 10.7% of our revenues in 2007.

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:

· Presence in all of China’s commercial ports . 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 inquiries 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 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 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 December 31, 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	62	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 Financial 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 joined our Board of Directors in 2007. 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 joined our Board of Directors in 2007. Mr. Burke currently operates Burke International, LLC, a consulting group. Previously, Mr. Burke served 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 joined our Board of Directors in 2007. 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 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 April 9, 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 April 9, 2008 and [______] shares (minimum offering) and [______] shares (maximum offering) outstanding after completion of this offering. Our major common shareholders’ voting rights will not differ from other common shareholders’ 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

Mr. Cao Lei, our Chief Executive Officer, previously 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 upon the closing of the initial public offering of our common stock. 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.

Our underwriter in the public offering, Anderson & Strudwick, assisted Mr. Cao in locating the private investors in the Private Sale. In payment for the underwriter’s services with the Private Sale, the underwriter will receive a cash commission of 7%, an accountable expense allowance of 1% and a right to purchase, for $0.001 per warrant, warrants to purchase 10% of the number of shares sold to the investors in the Private Sale, on the same terms as the underwriter warrants issued in the public sale. The warrants are exercisable for 120% of the public offering price in the public offering. To the extent the underwriter assists with any resale of the shares issued in the Private Sale, the maximum commission or discount to be received by it in such capacity will not be greater than 8% for the sale of any securities being registered pursuant to SEC Rule 415.

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 us 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. Our company may be obligated to purchase certain of these issued and outstanding shares of common stock on the terms and under the conditions described in greater detail in the section titled “Related Party Transactions - Loan to Mr. Cao.” 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 shareholder 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 lock-up 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 will not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180-days immediately following the date of effectiveness or commencement of sales of the public offering, except to officers or partners and shareholders 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 warrants 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.

The underwriter warrants do not (i) allow the underwriter and related persons to receive more shares or to exercise at a lower price than originally agreed upon at the time of the public offering, when the public shareholders have not been proportionally affected by a stock split, stock dividend, or other similar event; or (ii) allow the underwriter and related persons to receive or accrue cash dividends prior to the exercise or conversion of the security. In addition, the anti-dilution provisions of the underwriter warrants are in compliance with Rule 2710(f)(2)(H)(vi) and (vii) of NASD Conduct Rules.

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 underw riter to determine the offering price of our shares in this offering using a multiple of [______] times our trailing net income from continuing operations before non-controlling interest in 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 from continuing operations before non-controlling interest in 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 S-1 (previously 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 estimates other than the SEC’s registration fee, NASD filing fee and NASDAQ Capital Market listing 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		[______	]

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			41
Description of Property			47
Management			48
Principal Shareholders			52
Related Party Transactions			53
Description of Share Capital			54
Shares Eligible for Future Sale			56
Underwriting			57
Legal Matters			60
Experts			60
Where You Can Find More Information			60
Expenses Relating to this Offering			60
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

CONSOLIDATED FINANCIAL STATEMENTS:

			PAGE
Report of Independent Registered Public Accounting Firm			F-2

Consolidated Balance Sheets as of June 30, 2007, 2006 and as of December 31, 2007 (unaudited)			F-3

Consolidated Statements of Operations for the Years Ended June 30, 2007, 2006, for the Six Months Ended December 31, 2007 (unaudited) and 2006 (unaudited)			F-4

Consolidated Statements of Cash Flows for the Years Ended June 30, 2007, 2006, and for the Six Months Ended December 31, 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 Six Months Ended December 31, 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

Sino-Global Shipping America, Ltd.

We have audited the accompanying consolidated balance sheets of 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. Sino-Global Shipping America, Ltd.'s management is responsible for these consolidated financial statements. 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

April 9, 2008

F-2

SINO-GLOBAL SHIPPING AMERICA, LTD. AND AFFILIATE

CONSOLIDATED BALANCE SHEETS

			June 30,					December 31,
	Note		2007		2006			2007
			$		$			$
								(Unaudited)

Assets
Current assets
Cash and cash equivalents				526,091		356,026			981,242
Advances to suppliers		3		586,641		278,957			176,271
Accounts receivable				739,943		130,004			823,903
Other receivables		9		169,970		134,751			542,445
Prepaid expenses and other current assets		4		12,976		9,913			13,510
Due from related party		5		1,249,722		681,126			-
Total current assets				3,285,343		1,590,777			2,537,371

Cash-Escrow		5		-		-			1,250,000
Property and equipment, net		6		467,218		214,896			591,438
Total Assets				3,752,561		1,805,673			4,378,809

Liabilities and Shareholders’ Equity
Current liabilities
Loans payable, bank		7		45,791		100,000			-
Advances from customers		3		717,007		494,202			381,749
Accounts payable				861,562		212,168			1,100,666
Accrued expenses		8		59,490		35,313			56,654
Income taxes payable				11,987		684			30,307
Other current liabilities		9		92,911		414,981			282,008
Total Liabilities				1,788,748		1,257,348			1,851,384

Non-controlling interest		12		308,610		(66,362	)		313,683
Mandatorily redeemable stock		11		-		-			1,250,000
Commitments and contingencies		10		-		-			-

Shareholders’ equity
Capital stock		11		1,880		1,880			1,625
Retained earnings				1,653,323		612,807			962,117
				1,655,203		614,687			963,742

Total Liabilities and Shareholders’ Equity				3,752,561		1,805,673			4,378,809

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 six months ended December 31,
	Note		2007			2006			2007			2006
			$			$			$			$
									(Unaudited)

Revenues				10,090,879			8,924,786			8,144,189			5,044,732

Costs and expenses
Costs of services				(7,509,669	)		(6,391,123	)		(6,534,171	)		(3,719,890	)

General and administrative expense				(1,165,332	)		(1,714,617	)		(908,511	)		(554,668	)
Selling expense				(153,797	)		(192,825	)		(94,242	)		(74,728	)
Other operating costs				(1,163	)		(10,110	)		(522	)		(759	)
				(8,829,961	)		(8,308,675	)		(7,537,446	)		(4,350,045	)

Operating Income				1,260,918			616,111			606,743			694,687

Loss on disposal of investment		13		-			(2,491	)		-			-
Other income (expense), net		14		22,125			(35,912	)		42,574			(33,123	)
				22,125			(38,403	)		42,574			(33,123	)

Net income before taxes				1,283,043			577,708			649,317			661,564

Income taxes		15		(138,291	)		(21,227	)		(30,741	)		(63,134	)

Net Income from continuing operations before non-controlling interest in income				1,144,752			556,481			618,576			598,430

Non-controlling interest in income				(104,237	)		(26,643	)		(60,037	)		(55,400	)

Net income				1,040,516			529,838			558,539			543,030

Earnings per share
-Basic				0.58			0.29			0.31			0.30
-Diluted				0.58			0.29			0.31			0.30
Weighted average number of common shares outstanding
-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 six months ended December 31,
	2007			2006			2007			2006
	$			$			$			$
							(Unaudited)			(Unaudited)
Operating Activities

Net income		1,040,516			529,838			558,539			543,030
Adjustment to reconcile net income to net cash provided by operating activities
Depreciation		90,602			31,644			73,482			35,016
Non-controlling interest in income		104,237			26,643			60,037			55,400
Changes in assets and liabilities
Decrease (increase) in advances to supplier		(307,684	)		(118,371	)		410,370			192,802
Decrease (increase) in accounts receivable		(609,939	)		573			(83,960	)		(224,196	)
Decrease (increase) in other receivables		(35,219	)		(95,078	)		(372,475	)		29,836
Decrease (increase) in prepaid expenses and other current assets		(3,063	)		4,490			(534	)		(5,453	)
Increase (decrease) in advances from customers		222,805			219,158			(335,258	)		309,062
Increase in accounts payable		649,394			59,556			239,104			214,393
Increase (decrease) in accrued expenses		24,177			17,389			(2,836	)		4,442
Increase (decrease) in income taxes payable		11,303			(213	)		18,320			59,821
(Decrease) increase in other current liabilities		(322,070	)		43,458			189,097			(329,637	)
Net cash provided by operating activities		865,059			719,087			753,886			884,516

Investing Activities
Capital expenditures and other additions		(342,924	)		(151,829	)		(197,702	)		(257,224	)
Due from related party		(568,596	)		(498,126	)		1,249,722			(431,973	)
Cash escrow		-			-			(1,250,000	)		-
Net cash used in investing activities		(911,520	)		(649,955	)		(197,980	)		(689,197	)

Financing Activities
Loans payable, bank		(54,209	)		-			(45,791	)		-
Capital Contribution of non-controlling interest		226,928			-			-			226,928
Net cash provided by (used in) financing activities		172,719			-			(45,791	)		226,928

Effect of exchange rate change in cash		43,807			1,314			(54,964	)		12,916
Net increase in cash and cash equivalents		170,065			70,446			455,151			435,163
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			981,242			791,189
Supplemental cash flows disclosure
Interest paid		10,019			6,579			543			6,277
Income taxes paid		134,870			24,562			34,366			12,858

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			Total
	$			$			$

Balance as of July 1, 2005		1,880			82,969			84,849
Shares issued, net:
Net income		-			529,838			529,838
Balance as of June 30, 2006		1,880			612,807			614,687

Shares issued, net:
Net income		-			1,040,516			1,040,516
Balance as of June 30, 2007		1,880			1,653,323			1,655,203

Shares issued, net:
Net income					558,539			558,539
Mandatorily redeemable stock accrual		(255	)		(1,249,745	)		(1,250,000	)
Balance as of December 31, 2007 (Unaudited)		1,625			962,117			963,742

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.

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.

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.

Sino-China is considered a variable interest entity (“VIE”), and the Company is the primary beneficiary. On November 14, 2007, the Company entered into agreements with Sino-China, pursuant to which the Company receives 90% of Sino-China’s net income. The Company does not receive any payment from Sino-China unless Sino-China recognizes net income during its fiscal year. These agreements do not entitle the Company to any consideration if Sino-China incurs a net loss during its fiscal year. In accordance with these agreements, Sino-China pays consulting and marketing fees equal to 85% and 5%, respectively, of its net income to the Company’s new wholly owned foreign subsidiary, Trans Pacific, and Trans Pacific supplies the technology and personnel needed to service Sino-China. Sino-China was designed to operate in China for the benefit of the Company.

The accounts of Sino-China are consolidated in the accompanying financial statements pursuant to Financial Accounting Standards Board Interpretation No. 46 (Revised), “Consolidation of Variable Interest Entities - an Interpretation of ARB No. 51”. As a VIE, Sino-China’s sales are included in the Company’s total sales, its income from operations is consolidated with the Company’s, and the Company’s net income from continuing operations before non-controlling interest in income includes all of Sino-China’s net income. The Company’s non-controlling interest in its income is then subtracted in calculating the net income attributable to the Company. Because of the contractual arrangements, the Company had a pecuniary interest in Sino-China that requires consolidation of the Company’s and Sino-China’s financial statements.

Mr. Cao Lei owns more than 70% of both Sino-China and the Company (before completion of the offering) and was able to cause the Company and Sino-China to enter into the 2007 agreements at any point in time. Accordingly, the Company has consolidated Sino-China’s income because the entities are under common control in accordance with SFAS 141, “Business Combinations”. For this reason, the Company has included 90% of Sino-China’s net income in the Company’s net income as discussed above as though the 2007 agreements were in effect from the inception of Sino-China, and only the 10% of Sino-China’s net income not paid to the Company represents the non-controlling interest in Sino-China’s income.

F-7

(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 statements 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) and accumulated as a separate component of equity included in Non-controlling interest.

(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. Balances in the United States are insured up to $100,000 at each bank.

(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.

F-8

(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. The Company 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.

In accordance with EITF 99-19, the Company reports its revenue on the gross amounts billed to customers based on several criteria: (1) the Company assumes all credit risk for the amounts billed to customers, (2) the Company has multiple suppliers for services ordered by customers and discretion to select the supplier that provides the services, and (3) the Company determines the nature, type or specifications of the services ordered by customers and the Company is responsible for fulfilling these services.

(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.

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.

F-9

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.

Sino-China has complied with EITF 06-3 and reports its revenues net of PRC’s business tax and surcharges for all the periods presented in the consolidated statements of operations.

New Corporate Income Tax Law

The 5th Session of the 10th National People’s Congress amended the PRC Corporate Income Tax Law that became 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.

(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 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 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 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. Common 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 the Company further discussed in Note 11.

(l) Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS 160, “Non-controlling 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, and, accordingly, the Company has not yet adopted SFAS 160. 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 non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. The Company is currently assessing the impact of SFAS 160; the Company believes the adoption of this standard will have a material effect on its consolidated shareholders’ equity. The Company’s shareholders’ equity will increase by the amount of the non-controlling interest currently reported outside of equity. However, the adoption of SFAS 160 is not expected to have a material impact on the Company’s net income.

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 non-controlling 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. The Company is currently assessing the impact of SFAS No. 141R; however, the Company does not believe the adoption of this standard will have a material effect on its consolidated financial statements.

F-10

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. The Company is currently assessing the impact of SFAS No. 159; however, the Company does not believe the adoption of this standard will have a material effect on its 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. The Company is currently assessing the impact of SFAS No. 157; however, the Company does not believe the adoption of this standard will have a material effect on its consolidated financial statements.

(m) Stock-Based Compensation

The Company follows the provisions of Financial Accounting Standards Board Statement No. 123 (revised 2004), “Share Based Payments” (“SFAS No. 123(R)”). SFAS No.123(R) supersedes SFAS 123 and Accounting Principles Board (“APB”) Opinion No. 25,”Accounting for Stock Issued to Employees,” and amends SFAS No. 95, “Statement of Cash Flows.” 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 fair value share-based awards to be granted under the new plan. Accordingly, 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.

4. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets at June 30, 2007, June 30, 2006 and December 31, 2007 are as follows:

	June 30,				December 31,
	2007		2006		2007
	$		$		$
					(Unaudited)
Rent		6,653		5,024		12,181
Communication		2,298		1,459		-
Other prepaid expenses		4,025		3,430		1,329
		12,976		9,913		13,510

F-11

5. DUE FROM RELATED PARTY AND CASH-ESCROW

On December 31, 2007, Mr. Cao repaid $1,251,222 to the Company, primarily with funds generated by him selling an aggregate of 244,618 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 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 place $1,250,000 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 upon closing of the initial public offering of the Company’s common stock. 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.

6. PROPERTY AND EQUIPMENT

Property and equipment at June 30, 2007, June 30, 2006 and December 31, 2007 are as follows:

	June 30,				December 31,
	2007		2006		2007
	$		$		$
					(Unaudited)
Land and building		65,280		62,177		68,059
Motor vehicles		445,488		141,947		626,355
Computer equipment		53,175		39,887		61,463
Office equipment		15,147		11,017		17,831
Furniture & Fixtures		11,601		10,538		11,252
System		15,321		14,593		18,027
Leasehold improvement		17,071		-		17,797

Total		623,083		280,159		820,784

Less: Accumulated depreciation and amortization		155,865		65,263		229,346

Property and equipment, net		467,218		214,896		591,438

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 December 31, 2007, the amounts payable to the bank were $45,791, $100,000 and $0, respectively. Interest expense for the years ended June 30, 2007, June 30, 2006, and for the six months ended December 31, 2007 were $9,824, $5,434 and $4,776, 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-12

Accrued expenses at June 30, 2007, June 30, 2006 and December 31, 2007 are as follows:

	June 30,				December 31,
	2007		2006		2007
	$		$		$
					(Unaudited)
Accrued welfare benefits		53,419		31,561		55,714
Other surcharge and taxes payable		6,071		3,752		940
		59,490		35,313		56,654

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. In December 2007, the Company leased additional office premises under two non-cancelable leases which expire through January 13, 2010 for approximately $317,000 per year. Rent expense under operating leases for the years ended June 30, 2007 and 2006, and for the six-month periods ended December 31, 2007 and December 31, 2006, were $121,777, $115,857, $70,779, and $61,645, respectively.

Future minimum lease payments under the Company’s other non-cancelable operating leases agreements are as follows:

	Amount
	$
Year ending June 30,
2008		82,000
2009		33,000
2010		6,000
Thereafter		-
		121,000

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 December 31, 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.

The Company may be obligated to purchase certain of these issued and outstanding shares of common stock on the terms and under the conditions further discussed in Note 5. Accordingly, the common stock of the Company that has been transferred to investors with put rights at December 31, 2007, is classified outside of permanent equity. Mandatorily redeemable stock is reported at its redemption value of $1,250,00 in the accompanying balance sheet."

F-13

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 December 31, 2007 (after such recapitalization) were as follows:

	June 30,				December 31,
	2007		2006		2007
Cao Lei		178		178		1,357,382
Chi Tai Shen		8		8		72,000
Zhu Ming		8		8		72,000
Zhang Mingwei		6		6		54,000
Mark A. Harris and Roslyn O. Harris		-		-		122,309
Richard E. Watkins and Sharon J. Watkins		-		-		122,309
		200		200		1,800,000

12 . NON-CONTROLLING INTEREST

Non-controlling interest at June 30, 2007, June 30, 2006 and December 31, 2007 consists of the following:

	June 30,						December 31,
	2007			2006			2007
	$			$			$
							(Unaudited)

Paid-in capital		357,444			130,515			357,444
Accumulated other comprehensive income (loss)		45,121			1,313			(9,843	)
Deficit		(96,772	)		(201,008	)		(36,734	)
Other adjustments		2,817			2,818			2,816
		308,610			(66,362	)		313,683

In October 2006, Sino-China increased its paid-in capital of Sino-China from RMB1,080,000 (equivalent to $130,515) to RMB2,860,000 (equivalent to $357,444), 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 an investment loss of $2,491.

F-14

14. OTHER INCOME (EXPENSES), NET

Other income and expenses for the two years ended June 30, 2007 and June 30, 2006, for the six months ended December 31, 2007 and December 31, 2006 are as follows:

	For the years ended June 30,						For the six months ended December 31,
	2007			2006			2007			2006
	$			$			$			$
							(Unaudited)			(Unaudited)
Interest income		3,861			1,655			346			1,985
Interest expense		(11,623	)		(14,750	)		(543	)		(6,278	)
Bank charge		(6,925	)		(7,391	)		(6,709	)		(2,393	)
Foreign translation		36,812			(15,426	)		49,480			(26,436	)
		22,125			(35,912	)		42,574			(33,122	)

15. INCOME TAXES

The income tax provisions for the years ended June 30, 2007 and June 30, 2006, for the six months ended December 31, 2007 and December 31, 2006 are as follows:

	For the years ended June 30,						For the six months ended December 31,
	2007			2006			2007			2006
	$			$			$			$
							(Unaudited)			(Unaudited)
Current
USA		(63,039	)		(13,336	)		(25,894	)		(35,155	)
China		(75,252	)		(7,891	)		(4,847	)		(27,979	)
Deferred		-			-			-			-
		(138,291	)		(21,227	)		(30,741	)		(63,134	)

16. MAJOR CUSTOMERS

For the years ended June 30, 2007 and 2006, and for the six-months ended December 31, 2007 and 2006, approximately 52%, 32%, 46% and 60%, 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 revenue.

F-15

[ALTERNATE PAGE]

SUBJECT TO COMPLETION, DATED __________ ___, 2008

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 page 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			63
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			41
Description of Property			47
Management			48
Principal Shareholders			52
Related Party Transactions			53
Description of Share Capital			54
Shares Eligible for Future Sale			56
Legal Matters			60
Experts			60
Where You Can Find More Information			60
Index to Consolidated Financial Statements			F-

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]

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 shareholder prior to this offering;

the percentage owned by each shareholder prior to completion of the offering;

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

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

the percentage owned by each shareholder 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. The maximum commission or discount to be received by any FINRA member or independent broker/dealer will not be greater than 8% for the sale of any securities being registered pursuant to SEC Rule 415.

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:

Conducted himself in good faith; and

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

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 other than the SEC’s registration fee, NASD filing fee and NASDAQ Capital Market listing 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		[______	]

Total	$	[______	]

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.*

4.1		Specimen Certificate for Common Stock***

4.2		Form of Underwriter Warrant (included in Exhibit 10.3)*

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.*

10.14		First Amended and Restated Exclusive Management Consulting and Technical Services Agreement by and between Trans Pacific and Sino-China.***

10.15		First Amended and Restated Exclusive Marketing Agreement by and between Trans Pacific 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***

* Previously filed.

** To be filed by amendment.

*** Filed herewith.

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 S-1 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 April 9, 2008.


	SINO-GLOBAL SHIPPING AMERICA, LTD.

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

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 April 9, 2008.

/s/ Cao Lei Cao Lei	Chief Executive Officer (Principal Executive Officer) and Director	April 9, 2008


/s/ Zhang Mingwei Zhang Mingwei	Chief Financial Officer (Principal Financial and Accounting Officer) and Director	April 9, 2008


* Dennis O. Laing	Director	April 9, 2008


C. Thomas Burke	Director	April 9, 2008


* Wang Jing	Director	April 9, 2008


* By: /s/ Cao Lei
Cao Lei, attorney-in-fact April 9, 2008

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.*

4.1		Specimen Certificate for Common Stock***

4.2		Form of Underwriter Warrant (included in Exhibit 10.3)*

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.*

10.14		First Amended and Restated Exclusive Management Consulting and Technical Services Agreement by and between Trans Pacific and Sino-China.***

10.15		First Amended and Restated Exclusive Marketing Agreement by and between Trans Pacific 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***

* Previously filed.

** To be filed by amendment.

*** Filed herewith.

SINO-GLOBAL SHIPPING AMERICA, LTD.

(a Virginia corporation)

Minimum Offering: ___________ Shares of Common Stock

Maximum Offering: ____________ Shares of Common Stock

($_____ per share)

UNDERWRITING AGREEMENT

[ ], 2008

Anderson & Strudwick, Incorporated

707 East Main Street, 20 ^th Floor

Richmond, Virginia 23219

Ladies and Gentlemen:

The undersigned, Sino-Global Shipping America, Ltd., a Virginia corporation (the “Company”), hereby confirms its agreement with you as follows:

1. Introduction . This Agreement sets forth the understandings and agreements between the Company and you whereby, subject to the terms and conditions herein contained, you will offer to sell, on a “best efforts, minimum/maximum” basis on behalf of the Company as provided in Section 4.(a) (the “Offering”), at an offering price of U.S. $_____ per share, a minimum of _________ shares of common stock and a maximum of ________ shares of common stock, to be issued by the Company (the “Shares”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Prospectus prepared by the Company and dated [_________] (the “Prospectus”).

2. Representations and Warranties of the Company . The Company makes the following representations and warranties to you:

(a) Registration Statement and Prospectus . The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-148611) (as defined below, the “Registration Statement”) conforming to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the applicable rules and regulations (the “Rules and Regulations”) of the Commission. Such amendments to such Registration Statement as may have been required prior to the date hereof have been filed with the Commission, and such amendments have been similarly prepared. Copies of the Registration Statement, any and all amendments thereto prepared and filed with the Commission, and each related Preliminary Prospectus, and the exhibits, financial statements and schedules, as finally amended and revised, have been delivered to you for review. The term “Registration Statement” as used in this Agreement shall mean the Company’s Registration Statement on Form S-1, including the Prospectus, any documents incorporated by reference therein, and all financial schedules and exhibits thereto, as amended on the date that the Registration Statement becomes effective. The term “Prospectus” as used in this Agreement shall mean the prospectus relating to the Shares in the form in which it was filed with the Commission pursuant to Rule 424(b) of the 1933 Act or, if no filing pursuant to Rule 424(b) of the 1993 Act is required, shall mean the form of the final prospectus included in the Registration Statement when the Registration Statement becomes effective. The term “Preliminary Prospectus” shall mean any prospectus included in the Registration Statement before it becomes effective. The terms “effective date” and “effective” refer to the date the Commission declares the Registration Statement effective pursuant to Section 8 of the 1933 Act.

(b) A registration statement on Form 8-A (File No. ______________) in respect of the registration of the Shares under the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”), has been filed with the Commission; such registration statement in the form heretofore delivered to you has been declared effective by the Commission in such form; no other document with respect to such registration statement has heretofore been filed with the Commission; no stop order suspending the effectiveness of such registration statement has been issued and no proceeding for that purpose has been initiated, or to the knowledge of the Company after due inquiry threatened, by the Commission (the various parts of such registration statement, including all exhibits thereto, each as amended at the time such part of the registration statement became effective, being hereinafter called the “Form 8-A Registration Statement”); and the Form 8-A Registration Statement when it became effective conformed, and any further amendments thereto will conform, in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and did not and will not, as of the applicable effective date, contain 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.

(c) Adequacy of Disclosure . Each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the 1933 Act and the Rules and Regulations, and did not contain any 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, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by you expressly for use in the Registration Statement. When the Registration Statement shall become effective, when the Prospectus is first filed pursuant to Rule 424(b) of the Rules and Regulations, when any amendment to the Registration Statement becomes effective, when any supplement to the Prospectus is filed with the Commission and on the Closing Date (as hereinafter defined), (i) the Registration Statement, the Prospectus and any amendments thereof and supplements thereto will conform in all material respects with the applicable requirements of the 1933 Act and the Rules and Regulations, and (ii) neither the Registration Statement, the Prospectus nor any amendment or supplement thereto will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by you expressly for use in the Registration Statement.

(d) No Stop Order . The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus with respect to the Shares, and no proceedings for that purpose have been instituted or threatened by the Commission or the state securities or blue sky authority of any jurisdiction.

(e) Company; Organization and Qualification . The Company has been duly incorporated and is validly existing in good standing as a corporation under the laws of the Commonwealth of Virginia with all requisite corporate power and authority to enter into this Agreement, to conduct its business as now conducted and as proposed to be conducted, and to own and operate its properties, investments and assets, as described in the Registration Statement and Prospectus. The Company is not in violation of any provision of its articles of incorporation and bylaws or other governing documents and is not in default under or in breach of, and does not know of the occurrence of any event that with the giving of notice or the lapse of time or both would constitute a default under or breach of, any term or condition of any material agreement or instrument to which it is a party or by which any of its properties, investments or assets is bound, except as disclosed in the Registration Statement and Prospectus. Except as noted in the Prospectus, the Company does not own or control, directly or indirectly, any other corporation, association, or other entity. The Company has furnished to you copies of its articles of incorporation and bylaws, as amended, and all such copies are true, correct and complete and contain all amendments thereto through the Closing Date.

(f) Validity of Shares . The Shares have been duly and validly authorized by the Company, and upon issuance, will be validly issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof, and will conform to the description thereof contained in the Prospectus. The preferences, rights and limitations of the Shares are set forth in the Prospectus under the caption “Description of Share Capital.” No party has any preemptive rights with respect to any of the Shares or any right of participation or first refusal with respect to the sale of the Shares by the Company. No person or entity holds a right to require or participate in the registration under the 1933 Act of the Shares pursuant to the Registration Statement; and, except as set forth in the Prospectus, no person holds a right to require registration under the 1933 Act of any Shares of the Company at any other time. The form of certificates evidencing the Shares complies with all applicable requirements of Virginia law.

(g) Capitalization . The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under the caption “Description of Share Capital.” All of the issued and outstanding Shares of the Company have been duly authorized, validly issued, fully paid and are non-assessable. Except as disclosed in the Prospectus, there is no outstanding option, warrant or other right calling for the issuance of, and no commitment, plan or arrangement to issue, any shares of capital stock of the Company or any security convertible into or exchangeable for capital stock of the Company.

(h) Full Power . The Company has full legal right, power, and authority to enter into this Agreement and the Escrow Agreement among the Company, SunTrust Bank (the “Escrow Agent”) and you (the “Escrow Agreement”), to issue and deliver the Shares as provided herein and in the Prospectus and to consummate the transactions contemplated herein and in the Prospectus. Each of this Agreement and the Escrow Agreement has been duly authorized, executed, and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable in accordance with its terms, except to the extent that enforceability may be limited by (i) bankruptcy, insolvency, moratorium, liquidation, reorganization, or similar laws affecting creditors’ rights generally, regardless of whether such enforceability is considered in equity or at law, (ii) general equity principles, and (iii) limitations imposed by federal and state securities laws or the public policy underlying such laws regarding the enforceability of indemnification or contribution provisions.

(i) Disclosed Agreements . All agreements between or among the Company and third parties expressly referenced in the Prospectus are legal, valid, and binding obligations of the Company, enforceable in accordance with their respective terms, except to the extent enforceability may be limited by (i) bankruptcy, insolvency, moratorium, liquidation, reorganization, or similar laws affecting creditors’ rights generally, regardless of whether such enforceability is considered in equity or at law, (ii) general equity principles and (iii) limitations imposed by federal or state securities laws or the public policy underlying such laws regarding the enforceability of indemnification or contribution provisions.

(j) Consents . Except as disclosed in the Registration Statement and Prospectus, each consent, approval, authorization, order, license, certificate, permit, registration, designation or filing by or with any governmental agency or body or any other third party necessary for the valid authorization, issuance, sale and delivery of the Shares, the execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby and by the Registration Statement and Prospectus, except such as may be required under the 1933 Act, 1934 Act, or under state securities laws has been made or obtained and is in full force and effect.

(k) Litigation . There is not pending or, to the knowledge of the Company, threatened or contemplated, any action, suit, proceeding, inquiry, or investigation before or by any court or any governmental authority or agency to which the Company may be a party, or to which any of the properties or rights of the Company may be subject, that is not described in the Registration Statement and Prospectus and (i) that may reasonably be expected to result in any material adverse change in the condition (financial or otherwise) or business of the Company; or (ii) that may reasonably be expected to materially adversely affect any of the material properties of the Company; or (iii) that may reasonably be expected to adversely affect the consummation of the transactions contemplated by this Agreement, nor, to the knowledge of the Company, is there any meritorious basis therefor.

(l) Financial Statements . The financial statements of the Company together with related schedules and notes included in the Registration Statement and Prospectus present fairly the financial position of the Company as of the dates indicated and the results of operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis during the periods involved. The financial statement schedules included in the Registration Statement and the amounts in the Prospectus under the captions “Prospectus Summary -- Summary Financial Information” and “Selected Historical and Unaudited Pro Forma Condensed Consolidated Financial and Operating Data” fairly present the information shown therein and have been compiled on a basis consistent with the financial statements included in the Registration Statement and the Prospectus. No other financial statements or schedules are required by Form S-1 or otherwise to be included in the Registration Statement, the Prospectus or any Preliminary Prospectus. The unaudited pro forma financial information (including the related notes) included in the Prospectus or any Preliminary Prospectus complies as to form in all material respects to the applicable accounting requirements of the 1933 Act and the Rules and Regulations, and management of the Company believes that the assumptions underlying the pro forma adjustments are reasonable. Such pro forma adjustments have been properly applied to the historical amounts in the compilation of the information and such information fairly presents with respect to the Company the financial position, results of operations and other information purported to be shown therein at the respective dates and for the respective periods specified.

(m) Independent Accountants . Friedman LLP, who have audited certain financial statements of the Company and its subsidiaries, are, to the Company’s knowledge, independent public accountants as required by the 1933 Act and the rules and regulations of the Commission promulgated thereunder.

(n) Disclosed Liabilities . The Company has not sustained, since June 30, 2007, any material loss or interference with its business from fire, explosion, flood, hurricane, accident, or other calamity, whether or not covered by insurance, or from any labor dispute or arbitrators’ or court or governmental action, order, or decree, otherwise than as set forth or contemplated in the Registration Statement and Prospectus; and, since the respective dates as of which information is given in the Registration Statement and Prospectus, and except as otherwise stated in the Registration Statement and Prospectus or as set forth on the Disclosure Schedule, there has not been (i) any material change in the capital stock, long-term debt, obligations under capital leases, or short-term borrowings of the Company, (ii) any material adverse change, or any development that could be reasonably be seen as involving a prospective material adverse change in or affecting the business, prospects, properties, assets, results of operations or condition (financial or other) of the Company, (iii) any liability or obligation, direct or contingent, incurred or undertaken by the Company that is material to the business or condition (financial or other) of the Company, except for liabilities or obligations incurred in the ordinary course of business, (iv) any declaration or payment of any dividend or distribution of any kind on or with respect to the capital stock of the Company, or (v) any transaction that is material to the Company, except transactions in the ordinary course of business or as otherwise disclosed in the Registration Statement and Prospectus.

(o) Required Licenses and Permits . Except as disclosed in the Prospectus, the Company owns, possesses, has obtained or in the ordinary course of business will obtain, and has made available for your review, all material permits, licenses, franchises, certificates, consents, orders, approvals, and other authorizations of governmental or regulatory authorities as are necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as presently conducted, or as contemplated in the Prospectus to be conducted (the “Permits”), and the Company has not received any notice of proceedings relating to revocation or modification of any such Permits.

(p) Internal Accounting Measures . The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 and 15d-14 under the Exchange Act), which (i) are designed to ensure that material information relating to the Company is made known to the Company’s principal executive officer and its principal financial officer by others within the Company; and (ii) are effective in all material respects to perform the functions for which they were established. The Company’s system of internal accounting controls provides reasonable assurance that: (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“US GAAP”); (C) access to assets is permitted only in accordance with management’s general or specific authorization; (D) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate actions are taken with respect to any differences; and (E) the Company has made and kept books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of such entity and provide a sufficient basis for the preparation of financial statements in accordance with US GAAP. There (x) are not any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data or (y) has not been any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. Since the date of the most recent evaluation of the Company’s disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Upon the effectiveness of the Registration Statement, the Company will be in compliance in all material respect with all provisions of the Sarbanes-Oxley Act of 2002 that are effective and applicable to the Company as an “issuer” as defined under the Sarbanes-Oxley Act of 2002.

(q) Taxes . The Company has timely paid all taxes that have become due and have no tax deficiency asserted against the Company, and the Company does not know of any tax deficiency that is likely to be asserted against the Company that if determined adversely to the Company, would, either individually or in the aggregate, have a material adverse effect on the business, prospects, properties, assets, results of operations, or condition (financial or otherwise) of the Company. All tax liabilities are adequately provided for on the books of the Company.

(r) Compliance with Instruments . The execution, delivery and performance of this Agreement and the Escrow Agreement, the compliance with the terms and provisions hereof and the consummation of the transactions contemplated herein, therein and in the Registration Statement and Prospectus by the Company, do not and will not violate or constitute a breach of, or default under (i) the articles of incorporation and bylaws of the Company; (ii) any of the material terms, provisions, or conditions of any material instrument, agreement, or indenture to which the Company is a party or by which it is bound or by which its business, assets, investments or properties may be affected; or (iii) any order, statute, rule, or regulation applicable to the Company, or any of its business, investments, assets or properties, of any court or (to the knowledge of the Company) any governmental authority or agency having jurisdiction over the Company, or any of its business, investments, properties or assets; and to the knowledge of the Company do not and will not result in the creation or imposition of any lien, charge, claim, or encumbrance upon any property or asset of the Company.

(s) Insurance . The Company maintains insurance (issued by insurers of recognized financial responsibility) of the types and in the amounts generally deemed adequate for its business and, to the knowledge of the Company, consistent with insurance coverage maintained by similar companies and similar businesses, all of which insurance is in full force and effect.

(t) Work Force . To the knowledge of the Company, no general labor problem exists or is imminent with the employees of the Company.

(u) Securities Matters . The Company and its officers, directors, or affiliates have not taken and will not take, directly or indirectly, any action designed to, or that might reasonably be expected to, cause or result in or constitute the stabilization or manipulation of any security of the Company or to facilitate the sale or resale of the Shares.

(v) Payment of Commissions and Fees . Except as stated in or contemplated by the Prospectus, neither the Company nor any affiliate of the Company has paid or awarded, nor will any such person pay or award, directly or indirectly, any commission or other compensation to any person engaged to render investment advice to a potential purchaser of Shares as an inducement to advise the purchase of Shares.

(w) Intellectual Property . Except as disclosed in the Registration Statement and Prospectus, the Company owns, possesses, licenses or has other rights to use the patents and patent applications, copyrights, trademarks, service marks, trade names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property (or could acquire such intellectual property upon commercially reasonable terms) necessary to conduct its business in the manner in which it is being conducted (collectively, the “Company Intellectual Property”). Except as disclosed in the Registration Statement and Prospectus, to the Company’s knowledge, none of the patents owned or licensed by the Company is unenforceable or invalid, and, to the Company’s knowledge, none of the patent applications owned or licensed by the Company would be unenforceable or invalid if issued as patents; to the Company’s knowledge, the Company is not obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with the Company Intellectual Property other than as disclosed in the Prospectus. Except as disclosed in the Registration Statement and Prospectus, the Company has not received any notice of violation or conflict with rights of others with respect to the Company Intellectual Property. Except as disclosed in the Registration Statement and Prospectus, there are no pending or to the Company’s knowledge, threatened actions, suits, proceedings or claims by others that the Company is infringing any patent, trade secret, trade mark, service mark, copyright or other intellectual property or proprietary right. Except as disclosed in the Registration Statement and Prospectus, the products or processes of the Company referenced in the Prospectus do not, to the knowledge of the Company, violate or conflict with any intellectual property or proprietary right of any third person.

(x) Forward-Looking Statements . No forward-looking statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) contained in the Registration Statement, the Preliminary Prospectus or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

(y) Industry Data . All industry-related and market-related statistics obtained from independent industry publications and reports and included in the Registration Statement and the Prospectus agree with the sources from which they are derived.

(z) Related Party Transactions . No relationship exists between or among the Company and any director, officer, stockholder or affiliate of the Company which is required by the 1933 Act and rules and regulations of the Commission under the 1933 Act to be described in the Registration Statement or the Prospectus which is not so described and described as required in material compliance with such requirement. There are no outstanding loans, advances (except advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company to or for the benefit of any of the officers or directors of the Company or any of their respective family members, except as disclosed in the Registration Statement and the Prospectus.

(aa) Delivery of Control Agreements . Each of the Company, Trans Pacific Shipping Limited (“Trans Pacific”) and Sino-Global Shipping Agency Ltd. (previously Sino-Global Shipping Ltd.) (“Sino-China”) has the legal right, power and authority (corporate and other) to enter into and perform its obligations under each of the agreements described under the caption “Our Corporate Structure” in the Prospectus and filed as Exhibits 10.9 through 10.13 to the Registration Statement (collectively, the “Control Agreements”) to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each of the Control Agreements to which it is a party; and each of the Control Agreements constitutes a valid and legally binding obligation of the applicable party, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The execution by each of the Company, Trans Pacific and Sino-China of the Control Agreements will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such company is a party or by which it is bound or to which any of the properties or assets of such company is subject; (ii) result in any violation of the organizational documents or business licenses of such company; and (iii) will not result in a violation of any laws, regulations, rules, orders, decrees, guidelines or notices of the People’s Republic of China (“PRC”), except that, with respect to (i) or (iii), such conflict, breach or violation would not reasonably be expected to have a material adverse effect on such company.

(bb) Enforceability of Control Agreements . Each of the Control Agreements is in proper legal form under the laws of the PRC for the enforcement thereof against either the Company, Trans Pacific or Sino-China, as the case may be, in the PRC without further action; and to ensure the legality, validity, enforceability or admissibility in evidence of each of the Control Agreements in the PRC, it is not necessary that any such document be filed or recorded with any court or other authority in the PRC or that any stamp or similar tax be paid on or in respect of any of the Control Agreements.

(cc) Environmental Laws . None of the Company, Trans Pacific or Sino-China is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “environmental laws”), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would individually or in the aggregate have a material adverse effect on the Company, Trans Pacific or Sino-China; and none of the Company, Trans Pacific or Sino-China is aware of any pending investigation which might lead to such a claim.

(dd) Control Agreement Payments . Except as disclosed in the Prospectus, Sino-China may make all payments to Trans Pacific and/or to the Company contemplated under the Control Agreements and as described in the Prospectus, consistent with the current laws and regulations of the PRC (which are subject to change, possibly with retroactive effect) in U.S. dollars (subject to the successful completion of PRC formalities required for such remittances). All such payments will not be subject to withholding or other taxes under the laws and regulations of the PRC and are otherwise free and clear of any other tax, withholding or deduction in the PRC, and without the necessity of obtaining any Governmental Authorization in the PRC.

(ee) Improper Uses of Funds . To the knowledge of the Company after due inquiry, none of the Company, Trans Pacific or Sino-China, or any director, officer, agent, employee or other person associated with or acting on behalf of the Company, Trans Pacific or Sino-China, has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to a political activity, made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or made any bribe, payoff, influence payment, kickback or other unlawful payment or rebate.

(ff) Absence of Business Changes . None of the Company, Trans Pacific or Sino-China has entered into any memorandum of understanding, letter of intent, definitive agreement or any similar agreements with respect to a merger or consolidation or a material acquisition or disposition of assets, technologies, business units or businesses.

3. Representations and Warranties of Anderson & Strudwick . You represent and warrant to the Company that:

(a) You are a member, in good standing, of the Financial Industry Regulatory Authority (“FINRA”), and are duly registered as a broker-dealer under the 1934 Act, and under the laws of each state in which you propose to offer the Shares, except where such registration would not be required by law.

(b) This Agreement when accepted and approved will be duly authorized, executed and delivered by you and is a valid and binding agreement of you, enforceable in accordance with its terms, except to the extent that enforceability may be limited by (i) bankruptcy, insolvency, moratorium, liquidation, reorganization, or similar laws affecting creditors’ rights generally, regardless of whether such enforceability is considered in equity or at law, (ii) general equity principles, and (iii) limitations imposed by federal and state securities laws or the public policy underlying such laws regarding the enforceability of indemnification or contribution provisions.

(c) The consummation of the transactions contemplated by the Prospectus relating to the Offering will not violate or constitute a breach of, or default under, your articles of incorporation or bylaws, or any material instrument, agreement, or indenture to which you are a party, or violate any order applicable to you of any federal or state regulatory body or administrative agency having jurisdiction over you or your property.

4. Sale of Shares .

(a) Exclusive Agency . The Company hereby appoints you as its exclusive agent to offer for sale, and hereby agrees to sell during the Offering Period (as defined in Section 4.(c)), a minimum of _________ Shares and a maximum of _____________ Shares, and on the basis of the representations and warranties herein contained but subject to the terms and conditions herein set forth, you accept such appointment and agree to use your best efforts as agent to offer the Shares for sale for the account of the Company, on a cash basis only at the offering price of $______ per Share. During the Offering Period (as defined below), the Company will not sell or agree to sell any debt or equity securities otherwise than through you. Subject to your commitment to the sell the Shares on a “best efforts, minimum/maximum basis” as provided herein, nothing in this Agreement shall prevent you from entering into an agency agreement, underwriting agreement, or other similar agreement governing the offer and sale of securities with any other issuer of securities, and nothing contained herein shall be construed in any way as precluding or restricting your right to sell or offer for sale securities issued by any other person, including securities similar to, or competing with, the Shares. It is understood between the parties that there is no firm commitment by you to purchase any or all of the Shares.

(b) Obligation to Offer Shares . Your obligation to offer the Shares is subject to receipt by you of written advice from the Commission that the Registration Statement is effective, is subject to the Shares being qualified for offering under applicable laws in the states as may be reasonably designated by you, is subject to the absence of any prohibitory action by any governmental body, agency, or official, and is subject to the terms and conditions contained in this Agreement and in the Registration Statement.

(c) Offering Termination Date . The “Offering Period” shall commence on the day that the Prospectus is first made available to prospective investors in connection with the offering for sale of the Shares and shall continue until the “Offering Termination Date,” which shall be the earliest of (i) the date the maximum number of Shares (_______) offered have been sold, (ii) June 1, 2008, or (iii) such other date mutually agreeable to the parties hereto. The Company and you agree that unless the minimum number of Shares (_______) offered are sold on or before the Offering Termination Date, the agency between the Company and you will terminate, and the full proceeds that have been paid for the Shares will be returned to the purchasers.

(d) Escrow Agent . Prior to the sale of all of the Shares, all funds received from purchasers of the Shares shall be placed in an escrow account (the “Escrow Account”) with the Escrow Agent pursuant to the Escrow Agreement, the form of which is attached as an exhibit to the Registration Statement, and all payments of, from or on account of such funds shall be made pursuant to the Escrow Agreement. In the event that the minimum number of Shares are not sold on or before the Offering Termination Date, all funds then held in the Escrow Account shall be returned promptly to the respective purchasers as provided in the Escrow Agreement.

(e) Closing Date . As and when the closing of the Offering is effected, which shall be on or before the Offering Termination Date, and proceeds from the Shares sold are received and accepted, on such date (the “Closing Date”) and at such time and place as determined by you (which determination shall be subject to the satisfaction on such date of the conditions contained herein), the funds received from purchasers will be delivered by the Escrow Agent to the Company, by wire transfer of immediately available funds.

(f) Selling Commissions and Expense . In consideration for your execution of this Agreement and for the performance of your obligations hereunder, the Company agrees to pay you as follows:

(i) by wire transfer of immediately available funds on the Closing Date, if any, a Selling Commission computed at the rate of seven percent (7.0%) of the public offering price of the Shares sold by you;

(ii) at the closing of the offering, you will have the right to purchase Underwriter Warrants for the purchase of Shares, equal to ten percent (10%) of the number of Shares sold by you in the Offering at a purchase price of $0.001 per share underlying the Underwriter Warrants, substantially in the form of Exhibit A attached to this Agreement. NASD Rule 2710(g)(1) generally provides that any securities of the Company that are unregistered and acquired by you or your related persons (A) during the 180-day period prior to the filing of the Registration Statement or (B) after such filing and deemed to be underwriting compensation by the FINRA shall not be sold during the Offering, or sold, transferred, assigned, pledged, hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities (each, a “Transfer”) by any person for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales in the Offering; provided, however, such restriction does not apply to Transfers to your officers or partners (each, a “Permitted Transferee”) during such time period if the securities so Transferred remain subject to the lock-up restriction noted above; and

(iii) by wire transfer of immediately available funds on the Closing Date, if any, an accountable expense allowance computed at the rate of one percent (1%) of the public offering price of the Shares sold by you; such expenses include, but are not limited to fees and expenses of your counsel, due diligence expenses and other expenses not prohibited by NASD Rule 2710.

(g) Finder’s Fees . Except as set forth in the Registration Statement or Prospectus, neither you nor the Company, directly or indirectly, shall pay or award any finder’s fee, commission, or other compensation to any person engaged by a potential purchaser for investment advice as an inducement to such advisor to advise the purchase of the Shares or for any other purpose.

(h) Delivery of Share Certificates . Delivery of certificates in definitive form representing the Shares shall be made at the offices of Anderson & Strudwick’s clearing firm, Pershing Securities, or at such other place as shall be agreed upon by the Company and you, on such date as you may request (the “Date of Delivery”). The certificates representing the Shares shall be in such denominations and registered in such names as you may request in writing at least three full business days before the Date of Delivery. The certificates representing the Shares will be made available for examination and packaging at such place as shall be agreed upon by the Company and you, not later than at least two (2) full business days prior to each Date of Delivery.

5. Covenants .

(a) Covenants of the Company . The Company covenants with you as follows:

(i) Notices . The Company immediately will notify you, and confirm such notice in writing, (A) of any fact that would make inaccurate any representation or warranty by the Company, and (B) of any change in facts on which your obligation to perform under this Agreement is dependent.

(ii) Effectiveness of Registration Statement . The Company will use its best efforts to cause the Registration Statement to become effective (if not yet effective at the date and time this Agreement is executed and delivered by the parties hereto). If the Company elects to rely upon Rule 430A of the Rules and Regulations or the filing of the Prospectus is otherwise required under Rule 424(b) of the Rules and Regulations, and subject to the provisions of Section 5.(a)(iii) of this Agreement, the Company will comply with the requirements of Rule 430A and will file the Prospectus, properly completed, pursuant to the applicable provisions of Rule 424(b) within the time prescribed. The Company will notify you immediately, and confirm the notice in writing, (w) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the Prospectus, or any amended Prospectus shall have been filed, (x) of the receipt of any comments from the Commission, (y) of any request by the Commission to amend the Registration Statement or amend or supplement the Prospectus or for additional information, and (z) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the institution or threatening of any proceeding for any such purposes. The Company will use all reasonable efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use and, if any such order is issued, to obtain the withdrawal thereof at the earliest possible moment.

(iii) Amendments to Registration Statement and Prospectus . The Company will not at any time file or make any amendment to the Registration Statement, or any amendment or supplement (i) to the Prospectus, if the Company has not elected to rely upon Rule 430A, or (ii) if the Company has elected to rely upon Rule 430A, to either the Prospectus included in the Registration Statement at the time it becomes effective or to the Prospectus filed in accordance with Rule 424(b), in either case if you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filing, or if you or your counsel shall reasonably object to such amendment or supplement; provided, however, that if you shall have objected to such amendment or supplement, you shall cease your efforts to sell the Shares until an amendment or supplement is filed.

(iv) Delivery of Registration Statement . The Company has delivered to you or will deliver to you, without expense to you, at such locations as you shall request, as soon as the Registration Statement or any amended Registration Statement is available, such number of signed copies of the Registration Statement as originally filed and of amended Registration Statements, if any, copies of all exhibits and documents filed therewith, and signed copies of all consents and certificates of experts, as you may reasonably request.

(v) Delivery of Prospectus . The Company will deliver to you at its expense, from time to time, as many copies of each Preliminary Prospectus as you may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to you at its expense, as soon as the Registration Statement shall have become effective and thereafter from time to time as requested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you may reasonably request. The Company will comply to the best of its ability with the 1933 Act and the Rules and Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the prospectus. If the delivery of a prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any events shall have occurred as result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered not misleading or, if for any reason it shall be necessary during the same period to amend or supplement the Prospectus in order to comply with the 1933 Act, the Company will notify you and upon your request prepare and furnish without charge to you and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus that will correct such statement or omission or effect such compliance, and in case you are required to deliver a prospectus in connection with sales of any of the Shares, upon your request but at your expense, the Company will prepare and deliver to you as many copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act.

(vi) Blue Sky Qualification . The Company, in good faith and in cooperation with you, will use its best efforts to qualify the Shares for offering and sale under the applicable “blue sky” or securities laws of such jurisdictions as you from time to time may reasonably designate and to maintain such qualifications in effect until the date on which the Company ceases to be obligated to maintain the effectiveness of the Registration Statement; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to make any undertakings in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares have been qualified as above provided.

(vii) Application of Net Proceeds . The Company will apply the net proceeds received from the sale of the Shares in all material respects as set forth in the Prospectus under the caption “Use of Proceeds.”

(viii) Cooperation with Your Due Diligence . At all times prior to the Offering Termination Date, the Company will cooperate with you in such investigation as you may make or cause to be made of all the business and operations of the Company in connection with the sale of the Shares, and will make available to you in connection therewith such information in its possession as you may reasonably request, all of which you agree to safeguard as the confidential information of the Company and to refrain from using for any purpose adverse to the interests of the Company.

(ix) Transfer Agent . The Company will maintain a transfer agent and, if necessary under applicable jurisdictions, a registrar (which may be the same entity as the transfer agent) for its Shares.

(x) Nasdaq . The Company will use its reasonable best efforts to maintain the quotation of its Shares on The Nasdaq Capital Market.

(xi) Actions of Company, Officers, Directors, and Affiliates . The Company will not and will use its best efforts to cause its officers, directors, and affiliates not to (i) take, directly or indirectly, prior to termination of the offering contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or that may cause or result in, or that might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, (ii) other than under this Agreement, sell, bid for, purchase, or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company.

(xii) Non-Voting Observers . Up until such time as (A) the investors in the Offering own less than ten percent (10%) of our outstanding voting securities or (B) the closing price of one of our Shares equals or exceeds U.S. $______ for a period of fifteen consecutive trading days, you will have the right, but not the obligation, to designate not more than two persons to serve as non-voting observers to our Board of Directors. This right shall be subject to our approval, which shall not be unreasonably withheld. Board of Directors meetings must be held at least quarterly. The Company shall reimburse observers to the Board of Directors up to $6,000 for travel expenses for each meeting attended, up to a maximum payment of $12,000 per year per observer.

(b) Your Covenants . You covenant with the Company as follows:

(i) Information Provided . You have not provided and will not provide to the purchasers of Shares any written or oral information regarding the business of the Company, including any representations regarding the Company’s financial condition or financial prospects, other than such information as is contained in the Prospectus. You further covenant that you will use your best efforts to comply in the offering of the Shares with such purchaser suitability requirements as may be imposed by state securities or blue sky requirements.

(ii) Prospectus Supplements . Until the termination of this Agreement, if any event affecting the Prospectus, the Company or you shall occur which, in the opinion of counsel to the Company, should be set forth in a supplement to the Prospectus, you agree to distribute each supplement of the Prospectus to each person who has previously received a copy of the Prospectus from you and you further agree to include such supplement in all future deliveries of the Prospectus. You agree that following notice from the Company that a supplement to the Prospectus is necessary, you will cease further efforts to sell the Shares until such a supplement is prepared and delivered to you.

(iii) Compliance with Laws, Etc . In your sale of the Shares, you will comply in all material respects with applicable federal and state laws, rules and regulations and the rules and regulations of applicable self-regulatory organizations (provided, however, that you shall be deemed not to have breached this covenant if your failure to so comply is based on a breach by the Company of any of its representations, warranties or covenants contained in this Agreement and you shall have complied with Section 5.(b)(ii) above.

6. Payment of Expenses . Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, and subject to the provisions of Section 10 of this Agreement, the Company hereby agrees that it will pay all fees and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below), including (a) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amended, the Preliminary Prospectuses and the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereof to you, (b) the preparation, printing, and distribution of this Agreement, any selected dealer agreement, the certificates representing the Shares, the blue sky memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Shares, including any transfer taxes payable thereon, (d) the fees and disbursements of the Company’s counsel and accountants, (e) the qualification of the Shares under applicable securities laws in accordance with Section 5.(a) of this Agreement and any filing fee paid in connection with the review of the offering by the NASD, including filing fees and fees and disbursements made in connection therewith and in connection with the blue sky memoranda supplied to you by counsel for the Company, (f) all costs, fees, and expenses in connection with the application for qualifying the Shares for quotation on the Nasdaq Capital Market, (g) the transfer agent’s and registrar’s fees and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Shares reasonably determined by you to be necessary or desirable to effect the sale of the Shares to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, (j) all other costs and expenses incident to the performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section.

7. Conditions of Your Obligations . Your obligations hereunder shall be subject to, in your discretion, the following terms and conditions:

(a) Effectiveness of Registration Statement . The Registration Statement shall have become effective not later than 5:30 p.m. on the date of this Agreement or, at such later time or on such later date as you may agree to in writing; and as of the Closing Date no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or shall be pending or, to your knowledge or the knowledge of the Company, shall be contemplated by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the satisfaction of your counsel.

(b) Closing Date Matters . On the Closing Date, (i) the Registration Statement and the Prospectus, as they may then be amended or supplemented, shall contain all statements that are required to be stated therein under the 1933 Act and the Rules and Regulations and in all material respects shall conform to the requirements of the 1933 Act and the Rules and Regulations; the Company shall have complied in all material respects with Rule 430A (if it shall have elected to rely thereon) and neither the Registration Statement nor the Prospectus, as they may then be amended or supplemented, shall contain 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, (ii) there shall not have been, since the respective dates as of which information is given in the Registration Statement, any material adverse change in the business, prospects, properties, assets, results of operations or condition (financial or otherwise) of the Company whether or not arising in the ordinary course of business, (iii) no action, suit or proceeding at law or in equity shall be pending or, to the Company’s knowledge, threatened against the Company that would be required to be set forth in the Prospectus other than as set forth therein and no proceedings shall be pending or, to the knowledge of the Company, threatened against the Company before or by any federal, state or other commission, board or administrative agency wherein an unfavorable decision, ruling or finding could materially adversely affect the business, prospects, assets, results of operations or condition (financial or otherwise) of the Company other than as set forth in the Prospectus, (iv) the Company shall have complied with all agreements and satisfied all conditions on their part to be performed or satisfied on or prior to the Closing Date, and (v) the representations and warranties of the Company set forth in Section 2 of this Agreement shall be accurate in all material respects as though expressly made at and as of the Closing Date. On the Closing Date, you shall have received a certificate executed by the President of the Company, dated as of the Closing Date, to such effect and with respect to the following additional matters: (A) the Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus has been issued, and no proceedings for that purpose have been instituted or are pending or, to his knowledge, threatened under the 1933 Act; and (B) he has reviewed the Registration Statement and the Prospectus and, when the Registration Statement became effective and at all times subsequent thereto up to the delivery of such certificate, the Registration Statement and the Prospectus and any amendments or supplements thereto contained all statements and information required to be included therein or necessary to make the statements therein not misleading and neither the Registration Statement nor the Prospectus nor any amendment or supplement thereto contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, since the effective date of the Registration Statement, there has occurred no event required to be set forth in an amended or supplemented Prospectus that has not been so set forth.

(c) Opinion of Kang Da . At the Closing Date, you shall receive the opinion of Kang Da Law Offices, counsel for the Company, in form and substance reasonably satisfactory to you, to the effect of Exhibit B .

(d) Opinion of Your Counsel . At the Closing Date, you shall receive the favorable opinion of Kaufman & Canoles, P.C., your counsel, with respect to such matters as you may reasonably require, to the effect of Exhibit C , and the Company shall have furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass on such matters.

(e) Independent Public Accountants . At the time that this Agreement is executed by the Company, you shall have received from Friedman LLP a letter, dated the date hereof, in form and substance satisfactory to you, confirming that they are independent public accountants with respect to the Company within the meanings of the 1933 Act and the Rules and Regulations, and stating in effect that:

(i) in their opinion, the financial statements and any supplementary financial information and schedule included in the Registration Statement and covered by their opinion therein comply as to form and in all material respects with the applicable accounting requirements of the 1933 Act and the Rules and Regulations;

(ii) on the basis of limited procedures (set forth in detail in such letter and made in accordance with such procedures as may be specified by you) not constituting an audit in accordance with generally accepted auditing standards, consisting of (but not limited to) a reading of the latest available internal unaudited financial statements of the Company, a reading of the minute books of the Company, inquiries of officials of the Company responsible for financial and accounting matters, and such other inquiries and procedures as may be specified in such letter, nothing came to their attention to cause them to believe that:

(A) the unaudited financial statements and supporting schedule and other unaudited financial data of the Company included in the Registration Statement do not comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the Rules and Regulations or are not presented in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included in the Registration Statement;

(B) any other unaudited income statement data and balance sheet items included in the Prospectus do not agree with the corresponding items in the unaudited financial statements from which such data and items were derived, and any such unaudited data and items were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited financial statements included in the Prospectus;

(C) any unaudited pro forma financial information included in the Prospectus does not comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the Rules and Regulations or the pro forma adjustments have not been properly applied to historical amounts in the compilation of that information;

(D) at a specified date not more than five (5) days prior to the date of such letter, there was any change in the capital stock or long-term debt or obligations of the Company or there were any decreases in net current assets or net assets, shareholders’ equity, or other items specified by you from that set forth in the Company’s balance sheet at December 31, 2007, except as described in such letter; and

(E) for the period from December 31, 2007 to a specified date not more than five (5) days prior to the date of such letter, there were any decreases in revenues or operating income before interest, depreciation and amortization for the Company, in each case as compared with the corresponding period of the preceding year, except in each case for decreases that the Prospectus discloses have occurred or may occur or that are described in such letter; and

(iii) in addition to the procedures referred to in clause (ii) above and the examination referred to in their reports including in the Registration Statement, they have carried out certain specified procedures, not constituting an audit in accordance with generally accepted auditing standards, with respect to certain amounts, percentages, and financial information specified by you that are derived from the general accounting records of the Company, that appear in the Registration Statement or the exhibits or schedules thereto and are specified by you, and have compared such amounts, percentages, and financial information with the accounting records of the Company and with material derived from such records and have found them to be in agreement.

(f) Updated Comfort Letter . At the Closing Date, you shall have received from Friedman LLP a letter, in form and substance satisfactory to you and dated as of the Closing Date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 7.(e) above, except that the specified date referred to shall be a date not more than five (5) days prior to the Closing Date.

(g) Post-Financial Developments . In the event that either of the letters to be delivered pursuant to Sections 7.(e) and 7.(f) above sets forth any changes, decreases or increases, it shall be a further condition to your obligations that you shall have reasonably determined, after discussions with officers of the Company responsible for financial and accounting matters and with Friedman LLP, that such changes, decreases or increases as are set forth in such letter do not reflect a material adverse change in the capital stock, long-term debt, obligations under capital leases, total assets, net current assets, or shareholders’ equity of the Company as compared with the amounts shown in the latest consolidated pro forma balance sheet of the Company, or a material adverse change in the revenues or operating income before interest, depreciation and amortization for the Company in each case as compared with the corresponding period of the prior year.

(h) Additional Information . On the Closing Date, you shall have been furnished with all such documents, certificates and opinions as you may reasonably request for the purpose of enabling your counsel to pass upon the issuance and sale of the Shares as contemplated in this Agreement and the matters referred to in Section 7.(b), and in order to evidence the accuracy and completeness of, any of the representations, warranties or statements of the Company, the performance of any of the covenants of the Company, or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Company at or prior to the Closing Date in connection with the authorization, issuance and sale of the Shares as contemplated in this Agreement, shall be satisfactory in form and substance to you and to your counsel. The Company will furnish you with such number of conformed copies of such opinions, certificates, letters and documents as you shall reasonably request. Any certificate signed by any officer, partner, or other official of the Company and delivered to you or your counsel shall be deemed a representation and warranty by the Company to you as to the statements made therein.

(i) Adverse Events . Subsequent to the date hereof, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, the Nasdaq National Market or the Nasdaq Capital Market, (ii) a general moratorium on commercial banking activities in the People’s Republic of China or New York, (iii) the outbreak or escalation of hostilities involving the United States or the People’s Republic of China or the declaration by the United States or the People’s Republic of China of a national emergency or war if the effect of any such event specified in this clause (iii) in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Prospectus, or (iv) such a material adverse change in general economic, political, financial or international conditions affecting financial markets in the United States or the People’s Republic of China having a material adverse impact on trading prices of securities in general, as, in your reasonable judgment, makes it impracticable or inadvisable to proceed with the public offering of the Shares or the delivery of the Shares on the terms and in the manner contemplated in the Prospectus.

(j) FINRA Review . The FINRA, upon review of the terms of the public offering of the Shares, shall not have objected to such offering, the terms of the offering or your participation in the offering.

(k) Nasdaq Quotation . The Shares shall be approved for quotation on The Nasdaq Capital Market.

If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement to be fulfilled, this Agreement may be terminated by you on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party, except as provided in Sections 6 and 10. Notwithstanding any such termination, the provisions of Section 8 shall remain in effect.

8. Indemnification and Contribution .

(a) Indemnification by the Company . The Company will indemnify and hold you harmless against any losses, claims, damages, or liabilities, joint or several, to which you may become subject under the 1933 Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any breach of any representation, warranty or covenant of the Company herein contained or any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse you for any legal or other expenses reasonably incurred by you in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by you expressly for use therein; provided further, that the indemnity agreement contained in Section 8.(a) with respect to any Preliminary Prospectus shall not inure to your benefit if you failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such Shares to such person in any case where such delivery is required by the 1933 Act or the Rules and Regulations and if the Prospectus would have cured any untrue statement or alleged untrue statement or omission or alleged omission giving rise to such loss, claim, damage, or liability. In addition to its other obligations under this Section 8.(a), the Company agrees that, as an interim measure during the pendency of any such claim, action, investigation, inquiry, or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in this Section 8.(a), it will reimburse you on a monthly basis for all reasonable legal and other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry, or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the Company’s obligation to reimburse you for such expenses and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. Any such interim reimbursement payments that are not made to you within thirty (30) days of a request for reimbursement shall bear interest at the prime rate (or reference rate or other commercial lending rate for borrowers of the highest credit standing) published from time to time by The Wall Street Journal (the “Prime Rate”) from the date of such request. This indemnity agreement shall be in addition to any liabilities that the Company may otherwise have. For purposes of this Section 8, the information set forth in the last paragraph on the front cover page (insofar as such information relates to you) and under “Underwriting” in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by you to the Company for inclusion in any Preliminary Prospectus, the Prospectus, or the Registration Statement. The Company will not, without your prior written consent, settle or compromise or consent to the entry of any judgment in any pending or threatened action or claim or related cause of action or portion of such cause of action in respect of which indemnification may be sought hereunder (whether or not you are a party to such action or claim), unless such settlement, compromise, or consent includes an unconditional release of you from all liability arising out of such action or claim (or related cause of action or portion thereof). The indemnity agreement in this Section 8.(a) shall extend upon the same terms and conditions to, and shall inure to the benefit of, each person, if any, who controls you within the meaning of the 1933 Act or the 1934 Act to the same extent as such agreement applies to you.

(b) Indemnification by You . You will indemnify and hold harmless the Company against any losses, claims, damages, or liabilities to which the Company may become subject, under the 1933 Act, the 1934 Act, or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any breach of any warranty or covenant by you herein contained or any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that (i) such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, the Registration Statement, or the Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by you expressly for use therein, or (ii) you failed to deliver an amendment or supplement to the Prospectus that the Company made available to you prior to the Closing Date and that corrected any statement or omission in a Preliminary Prospectus, the Registration Statement or the Prospectus which forms the basis for a claim against the Company; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such loss, claim, damage, liability, or action. In addition to its other obligations under this Section 8.(b), you agree that, as an interim measure during the pendency of any such claim, action, investigation, inquiry, or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in this Section 8.(b), you will reimburse the Company on a monthly basis for all reasonable legal and other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry, or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of your obligation to reimburse the Company for such expenses and the possibility that such payments might later been held to have been improper by a court of competent jurisdiction. Any such interim reimbursement payments that are not made to the Company within thirty (30) days after a request for reimbursement shall bear interest at the Prime Rate from the date of such request. This indemnity agreement shall be in addition to any liabilities that you may otherwise have. You will not, without the Company’s prior written consent, settle or compromise or consent to the entry of any judgment in any pending or threatened action or claim or related cause of action or portion of such cause of action in respect of which indemnification may be sought hereunder (whether or not the Company is a party to such action or claim), unless such settlement, compromise, or consent includes an unconditional release of the Company from all liability arising out of such action or claim (or related cause of action or portion thereof). The indemnity agreement in this Section 8.(b) shall extend upon the same terms and conditions to, and shall inure to the benefit of, each officer and director of the Company and each person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act to the same extent as such agreement applies to the Company.

(c) Notices of Claims; Employment of Counsel . Any party that proposes to assert the right to be indemnified under this Section 8 promptly shall notify in writing each party against which a claim is to be made under this Section 8 of the institution of such action but the omission so to notify such indemnifying party of any such action shall not relieve it from any liability it may have to any indemnified party except (i) to the extent that the omission to notify shall have caused or increased the indemnifying party’s liability, and (ii) that the indemnifying party shall be relieved of its indemnity obligation for expenses of the indemnified party incurred before the indemnifying party is notified. Such indemnifying party or parties shall assume the defense of such action, including the employment of counsel (satisfactory to the indemnified party) and payment of fees and expenses. An indemnified party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless the employment of such counsel shall have been authorized in writing by the indemnifying party or parties in connection with the defense of such action or the indemnifying party or parties shall not have employed counsel to have charge of the defense of such action or such indemnified party or parties reasonably shall have concluded that there may be defenses available to it or them that are different from or additional to those available to such indemnifying party or parties (in which case such indemnifying party or parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by such indemnifying party or parties. Anything in this paragraph to the contrary notwithstanding, an indemnifying party shall not be liable for any settlement of any such claim or action effected without its written consent.

(d) Arbitration . It is agreed that any controversy arising out of the operation of the interim reimbursement arrangements set forth in Sections 8.(a) and 8.(b) hereof, including the amounts of any requested reimbursement payments, the method of determining such amounts and the basis on which such amounts shall be apportioned among the indemnifying parties, shall be settled by arbitration conducted pursuant to the Code of Arbitration Procedure of the NASD. Any such arbitration must be commenced by service of a written demand for arbitration or a written notice of intention to arbitrate, therein electing the arbitration tribunal. In the event the party demanding arbitration does not make such designation of an arbitration tribunal in such demand or notice, then the party responding to said demand or notice is authorized to do so. Any such arbitration will be limited to the operation of the interim reimbursement provisions contained in Sections 8.(a) and 8.(b) hereof and will not resolve the ultimate propriety or enforceability of the obligation to indemnify for expenses that is created by the provisions of Sections 8.(a) and 8.(b).

(e) Contribution . If the indemnification provided for in Section 8.(a) or 8.(b) is unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, or liabilities (or actions in respect thereof) referred to therein, then the Company on the one hand and you on the other shall contribute to the amount paid or payable as a result of such losses, claims, damages, or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and you on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then the Company and you shall contribute to such amount paid or payable in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and you on the other in connection with the statements or omissions that resulted in such losses, claims, damages, or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and you on the other shall be deemed to be in the same proportion as the total net proceeds from the Offering (before deducting expenses) received by the Company bear to the total selling commissions received by you in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or to information with respect to you and furnished by you respectively, in writing specifically for inclusion in the Prospectus on the other and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. The Company and you agree that it would not be just and equitable if contribution pursuant to this Section 8.(e) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to above in this Section 8.(e). The amount paid or payable as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this Section 8.(e) shall be deemed to include any legal or other expenses reasonably incurred by any such party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) with respect to the transactions giving rise to the right of contribution provided in this Section 8.(e) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations in this Section 8.(e) for you to contribute are several in proportion to your respective underwriting obligations and not joint. For purposes of this Section 8.(e), each person, if any, who controls you within the meaning of Section 15 of the 1933 Act shall have the same rights to contribution as you, and each director of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act, shall have the same rights to contribution as the Company.

9. Representations and Agreements to Survive . Except as the context otherwise requires, all representations, warranties, covenants and agreements contained in this Agreement shall remain operative and in full force and effect regardless of any investigation made by you, or on your behalf, or by any controlling person, or by or on behalf of the Company, and shall survive until the fifth anniversary of the Offering Termination Date and the termination of this Agreement pursuant to Section 10 hereof.

10. Termination of Agreement .

(a) Termination of Agreement . You shall have the right to terminate this Agreement at any time prior to the Closing Date (i) if any representation or warranty of the Company hereunder shall be found to have been incorrect or misleading in any material respect when made or the Company shall fail, refuse, or be unable to perform any of its agreements hereunder or to fulfill any condition of your obligations hereunder, (ii) if there shall have been since the respective dates as of which information is given in the Registration Statement, a material adverse change, or any development which could reasonably be expected to result in a prospective material adverse change, in or affecting the business, prospects, management, properties, assets, results of operations, or condition (financial or otherwise) of the Company, whether or not arising in the ordinary course of business, (iii) if trading on any national securities exchange shall have been suspended (other than for reasons unrelated to the securities markets), or minimum or maximum prices for trading generally shall have been fixed or maximum ranges for prices for all securities shall have been required on any such exchange by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) if there has occurred or accelerated any outbreak of hostilities or other national or international calamity or crisis or change in economic or political conditions the effect of which on the financial markets of the United States is such as to make it, in your reasonable judgment, impracticable to market the Shares or enforce contracts for the sale of the Shares, (v) if a banking moratorium has been declared by Virginia, New York or federal authorities, (vi) any federal or state statute, regulation, rule, or order of any court or other governmental authority has been enacted, published, decreed, or otherwise promulgated that in your sole judgment materially adversely affects or will materially adversely affect the business or operations of the Company, or (vii) any action has been taken by any federal, state, or local government or agency in respect of its monetary or fiscal affairs that in your reasonable opinion has a material adverse effect on the securities markets in the United States. You shall have no liability to the Company pursuant to this Agreement or otherwise as a result of any such termination.

(b) Result of Termination .

(i) If (v) the Company abandons the Offering, (w) you terminate the Agreement as a result of what you deem to be unsatisfactory results of your due diligence review, (x) you terminate this Agreement upon the Company’s breach of any term of this Agreement, (y) the Offering fails to close by June 1, 2008 (or such later date agreed by the parties) for reasons within the control of the Company, or (z) the Offering fails to close by June 1, 2008 (or such later date agreed by the parties) for any reason beyond the control of the parties other than your inability to sell the issue due to adverse market conditions, then in addition to the Company’s obligations with respect to expenses as set forth in Section 6, the Company will reimburse you on demand for all reasonable out-of-pocket expenses actually incurred and permissible under Rule 2710(f)(2)(D) of the NASD Rules, through and including the date of abandonment or termination. The out-of-pocket expenses payable to you under this Section 10(b)(i) shall not exceed $75,000 for all matters undertaken before the date of abandonment or termination. Notwithstanding any other provision of this Agreement, the amount reimbursable shall not exceed the amount of out-of-pocket accountable expenses actually incurred by you in compliance with Rule 2710(f)(2)(D) of the NASD Rules.

(ii) If the sale of the Shares provided for herein is not consummated because (x) you abandon the Offering other than for what you deem to be unsatisfactory results of your due diligence review or for breach of the Agreement by the Company, (y) the Offering fails to close by June 1, 2008 for reasons solely in your control, (z) the Offering fails to close by June 1, 2008 because of an inability to sell the issue due to adverse market conditions, then you will be responsible for the fees and costs of your counsel and your other expenses and the Company will be responsible for all other fees and expenses. Thereafter, neither party shall have any additional liability to the other except for such liabilities, if any, as may exist or thereafter arise under Section 8.

11. Notices .

(a) Method and Location of Notices . All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be sent by overnight courier, hand-delivered or telecopied and confirmed as follows:

To the Company:

Sino-Global Shipping Agency Ltd.

Room 1208, Tower D YeQing Plaza

No. 9 Wangjing North Road, Chao Yang District

Beijing, 100102

People’s Republic of China

Telecopier No.: (86)(10) 64391377

with a copy to:

Kang Da Law Offices

703 CITIC Building

Jianguomenwai Street

Beijing, 100004

People’s Republic of China

Attention: Wendy Guo, Esquire

Telecopier No.: (86)(10) 85262826

To you:

Anderson & Strudwick, Incorporated

707 East Main Street

20 ^th Floor

Richmond, Virginia 23219

Attention: Mr. L. McCarthy Downs, III

Telecopier No.: (804) 648-3404

with a copy to:

Kaufman & Canoles, P.C.

Three James Center, 12 ^th Floor

1051 East Cary Street

Richmond, Virginia 23219

Attention: Bradley A. Haneberg, Esquire

Telecopier No.: (804) 771-5777

(b) Time of Notices . Notice shall be deemed to be given by you to the Company or by the Company to you when it is sent by overnight courier, hand-delivered or telecopied as provided in Section 11.(a).

12. Parties . This Agreement shall inure solely to the benefit of and shall be binding upon you, the Company and the controlling persons referred to in Section 8, and their respective successors, legal representatives and assigns, and no other person shall have or be construed to have a legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provision herein contained.

13. Governing Law, Construction, and Time . This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. Specified time of day refers to United States Eastern Time. Time shall be of the essence of this Agreement.

14. Description Headings . The descriptive headings of the several sections and paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

15. Counterparts . This Agreement may be executed in one or more counterparts, and if executed in more than one counterpart, the executed counterparts shall together constitute a single instrument.

If the foregoing correctly sets forth the understanding between you and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us.

Very truly yours,

SINO-GLOBAL SHIPPING AMERICA, LTD.

By:

Name: Cao Lei

Title: Chief Executive Officer

Confirmed and accepted as of the date first above written:

ANDERSON & STRUDWICK, INCORPORATED

By:

Name: L. McCarthy Downs, III

Title: Senior Vice President

EXHIBIT A

Form of Warrant

EXHIBIT B

Form of Kang Da Opinion

EXHIBIT C

Form of Kaufman & Canoles Opinion

FIRST AMENDED AND RESTATED EXCLUSIVE MANAGEMENT CONSULTING AND

TECHNICAL CONSULTING SERVICE AGREEMENT

This First Amended and Restated Exclusive Management Consulting and Technical Consulting Service Agreement (the “ Agreement ”) is made April 3, 2008 but 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 Yeqing 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: Rm.1208 Tower D Yeqing Building, No.9 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 .

WHEREAS , Party A and Party B previously entered into that Exclusive Management Consulting and Technical Consulting Service Agreement effective as of November 14, 2007 and desire to amend and restate such agreement to accurately reflect the intentions and actions of the parties with respect to the subject matter thereof.

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 annual net profit.

(c) Party B shall pay in advance such service fees to Party A on a quarterly basis, with any over- or underpayment by Party B to be reconciled once the annual net profit of Party B is determined at Party B’s fiscal year end. During the term of this Agreement, Party B shall make advance payments to Party A’s appointed bank account within 15 working days after the beginning of each new quarter, and the parties shall complete any reconciliation payment within 15 days after the determination described in this Article II(c). 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

	Party B: Sino-Global Shipping Agency Ltd.

(seal)	/s/ Cao Lei
	Legal Representative

FIRST AMENDED AND RESTATED EXCLUSIVE MARKETING AGREEMENT

This First Amended and Restated Exclusive Marketing Agreement (the “ Agreement ”) is made April 3, 2008 but 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 Yeqing 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:	Rm. 1208 Tower D Yeqing Building
	No.9 Wangjingbeilu
	Chaoyang District, Beijing

WHEREAS, Party A owns resources and customer advantages unparalleled in the field of Party B’s business.

WHEREAS , Party A and Party B previously entered into that Exclusive Marketing Agreement effective as of November 14, 2007 and desire to amend and restate such agreement to accurately reflect the intentions and actions of the parties with respect to the subject matter thereof.

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 (Association 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 annual net profit.

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 effective as of the date first above written.

	Party A: Trans Pacific Shipping Ltd.

(seal)	/s/ Cao Lei
	Legal Representative

	Party B: Sino-Global Shipping Agency Ltd.

(seal)	/s/ Cao Lei
	Legal Representative

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on to Form S-1/A of our report dated April 9, 2008, 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

Friedman LLP

New York, New York

April 9, 2008

SINO-GLOBAL SHIPPING AMERICA, LTD.

2008 STOCK INCENTIVE PLAN

1. Purpose and Effective Date .

(a) The purpose of the Sino-Global Shipping America, Ltd. 2008 Stock Incentive Plan (the “Plan”) is to further the long term stability and financial success of Sino-Global Shipping America, Ltd. (the “Company”) by attracting and retaining personnel, including employees, non-employee directors, and consultants, through the use of stock incentives. It is believed that ownership of Company stock will stimulate the efforts of those employees upon whose judgment, interest and efforts the Company is and will be largely dependent for the successful conduct of its business.

(b) The Plan was adopted by the Board of Directors and the shareholders of the Company on March 6, 2008 (the “Effective Date”).

2. Definitions .

(a) Act . The Securities Exchange Act of 1934, as amended.

(b) Affiliate . The meaning assigned to the term “affiliate” under Rule 12b-2 of the Act.

(c) Applicable Withholding Taxes . The aggregate amount of federal, state and local income and payroll taxes that the Company is required to withhold (based on the minimum applicable statutory withholding rates) in connection with any exercise of an Option or the award, lapse of restrictions or payment with respect to Restricted Stock.

(d) Award . The award of an Option or Restricted Stock under the Plan.

(e) Beneficiary . The person or persons entitled to receive a benefit pursuant to an Award upon the death of a Participant.

(f) Board . The Board of Directors of the Company.

(g) Cause . Dishonesty, fraud, misconduct, gross incompetence, gross negligence, breach of a material fiduciary duty, material breach of an agreement with the Company, unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations), in each case as determined by the Committee, which determination shall be binding. Notwithstanding the foregoing, if “Cause” is defined in an employment agreement between a Participant and the Company, “Cause” shall have the meaning assigned to it in such agreement.

(h) Change of Control .

(i) The acquisition by any unrelated person of beneficial ownership (as that term is used for purposes of the Act) of 50% or more of the then outstanding shares of common stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors. The term “unrelated person” means any person other than (x) the Company and its subsidiaries, (y) an employee benefit plan or related trust sponsored by the Company or its subsidiaries, and (z) a person who acquires stock of the Company pursuant to an agreement with the Company that is approved by the Board in advance of the acquisition. For purposes of this subsection, a “person” means an individual, entity or group, as that term is used for purposes of the Act;

(ii) Any tender or exchange offer, merger or other business combination, sale of assets or any combination of the foregoing transactions, and the Company is not the surviving corporation; and

(iii) A liquidation of the Company.

(i) Code . The Internal Revenue Code of 1986, as amended.

(j) Committee . The Compensation Committee of the Board.

(k) Company . Sino-Global Shipping America, Ltd.

(l) Company Stock . The common stock of the Company, without par value per share. In the event of a change in the capital structure of the Company (as provided in Section 12 below), the shares resulting from such a change shall be deemed to be Company Stock within the meaning of the Plan.

(m) Consultant . A person rendering services to the Company who is not an “employee” for purposes of employment tax withholding under the Code.

(n) Corporate Change . A consolidation, merger, dissolution or liquidation of the Company, or a sale or distribution of assets or stock (other than in the ordinary course of business) of the Company; provided that, unless the Committee determines otherwise, a Corporate Change shall only be considered to have occurred with respect to Participants whose business unit is affected by the Corporate Change.

(o) Date of Grant . The date as of which an Award is made by the Committee.

(p) Disability or Disabled . As to an Incentive Stock Option, a Disability within the meaning of Code Section 22(e)(3). As to all other Incentive Awards, the Committee shall determine whether a Disability exists and such determination shall be conclusive.

(q) Fair Market Value .

(i) If Company Stock is traded on a national securities exchange or the NASDAQ Stock Market, the average of the highest and lowest registered sales prices of Company Stock on such exchange or the NASDAQ Stock Market;

(ii) If Company Stock is traded in the over-the-counter market, the average between the closing bid and asked prices as reported by the NASDAQ Stock Market; or

(iii) If shares of Company Stock are not publicly traded, the Fair Market Value shall be determined by the Committee using any reasonable method in good faith.

Fair Market Value shall be determined as of the applicable date specified in the Plan or, if there are no trades on such date, the value shall be determined as of the last preceding day on which Company Stock is traded.

(r) Incentive Stock Option . An Option intended to meet the requirements of, and qualify for favorable Federal income tax treatment under, Code Section 422.

(s) Nonstatutory Stock Option . An Option that does not meet the requirements of Code Section 422, or that is otherwise not intended to be an Incentive Stock Option and is so designated.

(t) Option . A right to purchase Company Stock granted under the Plan, at a price determined in accordance with the Plan.

(u) Participant . Any individual who receives an Award under the Plan.

(v) Restricted Stock . Company Stock awarded upon the terms and subject to the restrictions set forth in Section 7 below.

(w) Rule 16b-3 . Rule 16b-3 of the Act, including any corresponding subsequent rule or any amendments to Rule 16b-3 enacted after the effective date of the Plan.

(x) 10% Shareholder . A person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).

3. General . Awards of Options and Restricted Stock may be granted under the Plan. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options.

4. Stock . Subject to Section 12 of the Plan, there shall be reserved for issuance under the Plan a total of 292,613 unissued shares of Company Stock. Shares allocable to Options granted under the Plan that expire or otherwise terminate unexercised and shares that are forfeited pursuant to restrictions on Restricted Stock awarded under the Plan may again be subjected to an Award under this Plan. For purposes of determining the number of shares that are available for Awards under the Plan, such number shall, if permissible under Rule 16b-3, include the number of shares surrendered by a Participant or retained by the Company (a) in connection with the exercise of an Option or (b) in payment of Applicable Withholding Taxes.

5. Eligibility .

(a) Any employee of, non-employee director of, or Consultant to the Company or its affiliates, Sino-Global Shipping Agency, Ltd. or Trans Pacific Shipping Ltd., who, in the judgment of the Committee, has contributed or can be expected to contribute to the profits or growth of the Company is eligible to become a Participant. The Committee shall have the power and complete discretion, as provided in Section 14, to select eligible Participants and to determine for each Participant the terms, conditions and nature of the Award and the number of shares to be allocated as part of the Award; provided, however, that any award made to a member of the Committee must be approved by the Board. The Committee is expressly authorized to make an Award to a Participant conditioned on the surrender for cancellation of an existing Award.

(b) The grant of an Award shall not obligate the Company to pay an employee any particular amount of remuneration, to continue the employment of the employee after the grant or to make further grants to the employee at any time thereafter.

(d) The maximum number of shares with respect to which an Award may be granted in any calendar year to any employee during such calendar year shall be 25,000 shares of Company Stock.

6. Stock Options .

(a) Whenever the Committee deems it appropriate to grant Options, notice shall be given to the Participant stating the number of shares for which Options are granted, the Option price per share, whether the options are Incentive Stock Options or Nonstatutory Stock Options, and the conditions to which the grant and exercise of the Options are subject. This notice, when duly accepted in writing by the Participant, shall become a stock option agreement between the Company and the Participant.

(b) The Committee shall establish the exercise price of Options. The exercise price of an Incentive Stock Option shall be not less than 100% of the Fair Market Value of such shares on the Date of Grant, provided that if the Participant is a 10% Shareholder, the exercise price of an Incentive Stock Option shall be not less than 110% of the Fair Market Value of such shares on the Date of Grant. The exercise price of a Nonstatutory Stock Option Award shall not be less than 100% of the Fair Market Value of the shares of Company Stock covered by the Option on the Date of Grant.

(c) Options may be exercised in whole or in part at such times as may be specified by the Committee in the Participant’s stock option agreement. The Committee may impose such vesting conditions and other requirements as the Committee deems appropriate, and the Committee may include such provisions regarding a Change of Control or Corporate Change as the Committee deems appropriate.

(d) The Committee shall establish the term of each Option in the Participant’s stock option agreement. The term of an Incentive Stock Option shall not be longer than ten years from the Date of Grant, except that an Incentive Stock Option granted to a 10% Shareholder may not have a term in excess of five years. No option may be exercised after the expiration of its term or, except as set forth in the Participant’s stock option agreement, after the termination of the Participant’s employment. The Committee shall set forth in the Participant’s stock option agreement when, and under what circumstances, an Option may be exercised after termination of the Participant’s employment or period of service; provided that no Incentive Stock Option may be exercised after (i) three months from the Participant’s termination of employment with the Company for reasons other than Disability or death, or (ii) one year from the Participant’s termination of employment on account of Disability or death. The Committee may, in its sole discretion, amend a previously granted Incentive Stock Option to provide for more liberal exercise provisions, provided however that if the Incentive Stock Option as amended no longer meets the requirements of Code Section 422, and, as a result the Option no longer qualifies for favorable federal income tax treatment under Code Section 422, the amendment shall not become effective without the written consent of the Participant.

(e) An Incentive Stock Option, by its terms, shall be exercisable in any calendar year only to the extent that the aggregate Fair Market Value (determined at the Date of Grant) of Company Stock with respect to which Incentive Stock Options are exercisable by the Participant for the first time during the calendar year does not exceed $100,000 (the “Limitation Amount”). Incentive Stock Options granted under the Plan and all other plans of the Company and any parent or Subsidiary of the Company shall be aggregated for purposes of determining whether the Limitation Amount has been exceeded. The Board may impose such conditions as it deems appropriate on an Incentive Stock option to ensure that the foregoing requirement is met. If Incentive Stock Options that first become exercisable in a calendar year exceed the Limitation Amount, the excess Options will be treated as Nonstatutory Stock Options to the extent permitted by law.

(f) If a Participant dies and if the Participant’s stock option agreement provides that part or all of the Option may be exercised after the Participant’s death, then such portion may be exercised by the personal representative of the Participant’s estate during the time period specified in the stock option agreement.

(g) If a Participant’s employment or services is terminated by the Company for Cause, the Participant’s Options shall terminate as of the date of the misconduct.

7. Restricted Stock Awards .

(a) Whenever the Committee deems it appropriate to grant a Restricted Stock Award, notice shall be given to the Participant stating the number of shares of Restricted Stock for which the Award is granted and the terms and conditions to which the Award is subject. This notice, when accepted in writing by the Participant, shall become an Award agreement between the Company and the Participant. Certificates representing the shares shall be issued in the name of the Participant, subject to the restrictions imposed by the Plan and the Committee. A Restricted Stock Award may be made by the Committee in its discretion without cash consideration.

(b) The Committee may place such restrictions on the transferability and vesting of Restricted Stock as the Committee deems appropriate, including restrictions relating to continued employment and financial performance goals. Without limiting the foregoing, the Committee may provide performance or Change of Control or Corporate Change acceleration parameters under which all, or a portion, of the Restricted Stock will vest on the Company’s achievement of established performance objectives. Restricted Stock may not be sold, assigned, transferred, disposed of, pledged, hypothecated or otherwise encumbered until the restrictions on such shares shall have lapsed or shall have been removed pursuant to subsection (c) below.

(c) The Committee may provide in a Restricted Stock Award, or subsequently, that the restrictions will lapse if a Change of Control or Corporate Change occurs. The Committee may at any time, in its sole discretion, accelerate the time at which any or all restrictions will lapse or may remove restrictions on Restricted Stock as it deems appropriate.

(d) A Participant shall hold shares of Restricted Stock subject to the restrictions set forth in the Award agreement and in the Plan. In other respects, the Participant shall have all the rights of a shareholder with respect to the shares of Restricted Stock, including, but not limited to, the right to vote such shares and the right to receive all cash dividends and other distributions paid thereon. Certificates representing Restricted Stock shall bear a legend referring to the restrictions set forth in the Plan and the Participant’s Award agreement. If stock dividends are declared on Restricted Stock, such stock dividends or other distributions shall be subject to the same restrictions as the underlying shares of Restricted Stock.

8. Method of Exercise of Options .

(a) Options may be exercised by giving written notice of the exercise to the Company, stating the number of shares the Participant has elected to purchase under the Option. Such notice shall be effective only if accompanied by the exercise price in full in cash; provided that, if the terms of an Option so permit, the Participant may (i) deliver Company Stock that the Participant has owned for at least six months (valued at Fair Market Value on the date of exercise), or (ii) exercise any applicable net exercise provision contained therein. Unless otherwise specifically provided in the Option, any payment of the exercise price paid by delivery of Company Stock acquired directly or indirectly from the Company shall be paid only with shares of Company Stock that have been held by the Participant for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes).

(b) Notwithstanding anything herein to the contrary, Awards shall always be granted and exercised in such a manner as to conform to the provisions of Rule 16b-3.

9. Applicable Withholding Taxes . Each Participant shall agree, as a condition of receiving an Award, to pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all Applicable Withholding Taxes with respect to the Award. Until the Applicable Withholding Taxes have been paid or arrangements satisfactory to the Company have been made, no stock certificates (or, in the case of Restricted Stock, no stock certificates free of a restrictive legend) shall be issued to the Participant. As an alternative to making a cash payment to the Company to satisfy Applicable Withholding Tax obligations, the Committee may establish procedures permitting the Participant to elect to (a) deliver shares of already owned Company Stock (subject to such restrictions as the Committee may establish, including a requirement that any shares of Company Stock so delivered shall have been held by the Participant for not less than six months) or (b) have the Company retain that number of shares of Company Stock that would satisfy all or a specified portion of the Applicable Withholding Taxes. Any such election shall be made only in accordance with procedures established by the Committee and in accordance with Rule 16b-3.

10. Nontransferability of Awards .

(a) In general, Awards, by their terms, shall not be transferable by the Participant except by will or by the laws of descent and distribution or except as described below. Options shall be exercisable, during the Participant’s lifetime, only by the Participant or by his guardian or legal representative.

(b) Notwithstanding the provisions of (a) and subject to federal and state securities laws, the Committee may grant Nonstatutory Stock Options that permit a Participant to transfer the Options to one or more immediate family members, to a trust for the benefit of immediate family members, or to a partnership, limited liability company, or other entity the only partners, members, or interest-holders of which are among the Participant’s immediate family members. Consideration may not be paid for the transfer of Options. The transferee of an Option shall be subject to all conditions applicable to the Option prior to its transfer. The agreement granting the Option shall set forth the transfer conditions and restrictions. The Committee may impose on any transferable Option and on stock issued upon the exercise of an Option such limitations and conditions as the Committee deems appropriate.

11. Termination, Modification, Change . If not sooner terminated by the Board, this Plan shall terminate at the close of business on the tenth anniversary of the Effective Date. No Awards shall be made under the Plan after its termination. The Board may terminate the Plan or may amend the Plan in such respects as it shall deem advisable; provided that, if and to the extent required by Rule 16b-3, no change shall be made that increases the total number of shares of Company Stock reserved for issuance pursuant to Awards granted under the Plan (except pursuant to Section 12), expands the class of persons eligible to receive Awards, or materially increases the benefits accruing to Participants under the Plan, unless such change is authorized by the shareholders of the Company. Notwithstanding the foregoing, the Board may unilaterally amend the Plan and Awards as it deems appropriate to ensure compliance with Rule 16b-3 and to cause Incentive Stock Options to meet the requirements of the Code and regulations thereunder. Except as provided in the preceding sentence, a termination or amendment of the Plan shall not, without the consent of the Participant, adversely affect a Participant’s rights under an Award previously granted to him.

12. Change in Capital Structure .

(a) In the event of a stock dividend, stock split or combination of shares, spin-off, reclassification, recapitalization, merger or other change in the Company’s capital stock (including, but not limited to, the creation or issuance to shareholders generally of rights, options or warrants for the purchase of common stock or preferred stock of the Company), the number and kind of shares of stock or securities of the Company to be issued under the Plan (under outstanding Awards and Awards to be granted in the future), the exercise price of options, and other relevant provisions shall be appropriately adjusted by the Committee, whose determination shall be binding on all persons. If the adjustment would produce fractional shares with respect to any Award, the Committee may adjust appropriately the number of shares covered by the Award so as to eliminate the fractional shares.

(b) In the event the Company distributes to its shareholders a dividend , or sells or causes to be sold to a person other than the Company or a Subsidiary shares of stock in any corporation (a “Spinoff Company”) which, immediately before the distribution or sale, was a majority owned Subsidiary of the Company, the Committee shall have the power, in its sole discretion, to make such adjustments as the Committee deems appropriate. The Committee may make adjustments in the number and kind of shares or other securities to be issued under the Plan (under outstanding Awards and Awards to be granted in the future), the exercise price of Options, and other relevant provisions, and, without limiting the foregoing, may substitute securities of a Spinoff Company for securities of the Company. The Committee shall make such adjustments as it determines to be appropriate, considering the economic effect of the distribution or sale on the interests of the Company’s shareholders and the Participants in the businesses operated by the Spinoff Company, and subject to the proviso that any such adjustments or new options shall not be made or granted, respectively, that would result in subjecting the Plan to variable plan accounting treatment. The Committee’s determination shall be binding on all persons. If the adjustment would produce fractional shares with respect to any Award, the Committee may adjust appropriately the number of shares covered by the Award so as to eliminate the fractional shares.

(c) To the extent required to avoid a charge to earnings for financial accounting purposes, adjustments made by the Committee pursuant to this Section 12 to outstanding Awards shall be made so that both (i) the aggregate intrinsic value of an Award immediately after the adjustment is not greater than or less than the Award’s aggregate intrinsic value before the adjustment and (ii) the ratio of the exercise price per share to the market value per share is not reduced.

(d) Notwithstanding anything in the Plan to the contrary, the Committee may take the foregoing actions without the consent of any Participant, and the Committee’s determination shall be conclusive and binding on all persons for all purposes. The Committee shall make its determinations consistent with Rule 16b-3 and the applicable provisions of the Code.

13. Change of Control . In the event of a Change of Control or Corporate Change, the Committee may take such actions with respect to Awards as the Committee deems appropriate. These actions may include, but shall not be limited to, the following:

(a) At the time the Award is made, provide for the acceleration of the vesting schedule relating to the exercise or realization of the Award so that the Award may be exercised or realized in full on or before a date initially fixed by the Committee;

(b) Provide for the purchase or settlement of any such Award by the Company for any amount of cash equal to the amount which could have been obtained upon the exercise of such Award or realization of a Participant’s rights had such Award been currently exercisable or payable;

(c) Make adjustments to Awards then outstanding as the Committee deems appropriate to reflect such Change of Control or Corporate Change; provided, however, that to the extent required to avoid a charge to earnings for financial accounting purposes, such adjustments shall be made so that both (i) the aggregate intrinsic value of an Award immediately after the adjustment is not greater than or less than the Award’s aggregate intrinsic value before the Award and (ii) the ratio of the exercise price per share to the market value per share is not reduced; or

(d) Cause any such Award then outstanding to be assumed, or new rights substituted therefore, by the acquiring or surviving legal entity in such Change of Control or Corporate Change.

14. Administration of the Plan .

(a) The Plan shall be administered by the Committee, who shall be appointed by the Board. The Board may designate the Compensation Committee of the Board, or a subcommittee of the Compensation Committee, to be the Committee for purposes of the Plan. If and to the extent required by Rule 16b-3, all members of the Committee shall be “Non-Employee Directors” as that term is defined in Rule 16b-3, and the Committee shall be comprised solely of two or more “outside directors” as that term is defined for purposes of Code section 162(m). If any member of the Committee fails to qualify as an “outside director” or (to the extent required by Rule 16b-3) a “Non-Employee Director,” such person shall immediately cease to be a member of the Committee and shall not take part in future Committee deliberations. The Board of Directors may from time to time may appoint members of the Committee and fill vacancies, however caused, in the Committee.

(b) The Committee shall have the authority to impose such limitations or conditions upon an Award as the Committee deems appropriate to achieve the objectives of the Award and the Plan. Without limiting the foregoing and in addition to the powers set forth elsewhere in the Plan, the Committee shall have the power and complete discretion to determine (i) which eligible persons shall receive an Award and the nature of the Award, (ii) the number of shares of Company Stock to be covered by each Award, (iii) whether Options shall be Incentive Stock options or Nonstatutory Stock Options, (iv) the Fair Market Value of Company Stock, (v) the time or times when an Award shall be granted, (vi) whether an Award shall become vested over a period of time, according to a performance-based vesting schedule or otherwise, and when it shall be fully vested, (vii) the terms and conditions under which restrictions imposed upon an Award shall lapse, (viii) whether a Change of Control or Corporate Change exists, (ix) the terms of incentive programs, performance criteria and other factors relevant to the issuance of Incentive Stock or the lapse of restrictions on Restricted Stock or Options, (x) when Options may be exercised, (xi) whether to approve a Participant’s election with respect to Applicable Withholding Taxes, (xii) conditions relating to the length of time before disposition of Company Stock received in connection with an Award is permitted, (xiii) notice provisions relating to the sale of Company Stock acquired under the Plan, and (xiv) any additional requirements relating to Awards that the Committee deems appropriate. Notwithstanding the foregoing, no “tandem stock options” (where two stock options are issued together and the exercise of one option affects the right to exercise the other option) may be issued in connection with Incentive Stock Options.

(c) The Committee shall have the power to amend the terms of previously granted Awards so long as the terms as amended are consistent with the terms of the Plan and, where applicable, consistent with the qualification of an option as an Incentive Stock Option. The consent of the Participant must be obtained with respect to any amendment that would adversely affect the Participant’s rights under the Award, except that such consent shall not be required if such amendment is for the purpose of complying with Rule 16b-3 or any requirement of the Code applicable to the Award.

(d) The Committee may adopt rules and regulations for carrying out the Plan. The Committee shall have the express discretionary authority to construe and interpret the Plan and the Award agreements, to resolve any ambiguities, to define any terms, and to make any other determinations required by the Plan or an Award agreement. The interpretation and construction of any provisions of the Plan or an Award agreement by the Committee shall be final and conclusive. The Committee may consult with counsel, who may be counsel to the Company, and shall not incur any liability for any action taken in good faith in reliance upon the advice of counsel.

(e) A majority of the members of the Committee shall constitute a quorum, and all actions of the Committee shall be taken by a majority of the members present. Any action may be taken by a written instrument signed by all of the members, and any action so taken shall be fully effective as if it had been taken at a meeting.

15. Issuance of Company Stock . The Company shall not be required to issue or deliver any certificate for shares of Company Stock before (i) the admission of such shares to listing on any stock exchange on which Company Stock may then be listed, (ii) receipt of any required registration or other qualification of such shares under any state or federal securities law or regulation that the Company’s counsel shall determine is necessary or advisable, and (iii) the Company shall have been advised by counsel that all applicable legal requirements have been complied with. The Company may place on a certificate representing Company Stock any legend required to reflect restrictions pursuant to the Plan, and any legend deemed necessary by the Company’s counsel to comply with federal or state securities laws. The Company may require a customary written indication of a Participant’s investment intent. Until a Participant has been issued a certificate for the shares of Company Stock acquired, the Participant shall possess no shareholder rights with respect to the shares.

16. Rights Under the Plan . Title to and beneficial ownership of all benefits described in the Plan shall at all times remain with the Company. Participation in the Plan and the right to receive payments under the Plan shall not give a Participant any proprietary interest in the Company or any Affiliate or any of their assets. No trust fund shall be created in connection with the Plan, and there shall be no required funding of amounts that may become payable under the Plan. A Participant shall, for all purposes, be a general creditor of the Company. The interest of a Participant in the Plan cannot be assigned, anticipated, sold, encumbered or pledged and shall not be subject to the claims of his creditors.

17. Beneficiary . A Participant may designate, on a form provided by the Committee, one or more beneficiaries to receive any payments under Awards of Restricted Stock or Incentive Stock after the Participant’s death. If a Participant makes no valid designation, or if the designated beneficiary fails to survive the Participant or otherwise fails to receive the benefits, the Participant’s beneficiary shall be the first of the following persons who survives the Participant: (a) the Participant’s surviving spouse, (b) the Participant’s surviving descendants, per stirpes , or (c) the personal representative of the Participant’s estate.

18. Notice . All notices and other communications required or permitted to be given under this Plan shall be in writing and shall be deemed to have been duly given if delivered personally or mailed first class, postage prepaid, as follows: (a) if to the Company—at its principal business address to the attention of the Secretary; (b) if to any Participant—at the last address of the Participant known to the sender at the time the notice or other communication is sent.

19. Interpretation . The terms of this Plan and Awards granted pursuant to the Plan are subject to all present and future regulations and rulings of the Secretary of the Treasury relating to the qualification of Incentive Stock Options under the Code or compliance with Code section 162(m), to the extent applicable, and they are subject to all present and future rulings of the Securities and Exchange Commission with respect to Rule 16b-3. If any provision of the Plan or an Award conflicts with any such regulation or ruling, to the extent applicable, the Committee shall cause the Plan to be amended, and shall modify the Award, so as to comply, or if for any reason amendments cannot be made, that provision of the Plan and/or the Award shall be void and of no effect.