Aamaxan Transport Group, Inc. - Statement of Ownership (SC 13G)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934

Aamaxan Transport Group. (Name of Issuer)

Preferred (Title of Class of Securities)

16945D105 (CUSIP Number)

04/15/2008 (Date of Event Which Requires Filing of
this Statement)

Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[ ]
Rule 13d-1(b)

[ x ]
Rule 13d-1(c)
[ ]
Rule 13d-1(d)
*The remainder of this cover page shall be filled out
for a reporting persons initial filing on this form
with respect to the subject class of securities, and
for any subsequent amendment containing information
which would alter the disclosures provided in a prior
cover page.

The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however see the Notes).

CUSIP No. 00252R303 1. Names of Reporting Persons. Pope Investments II LLC I.R.S. Identification Nos. of above persons 26-0281944 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. Not applicable 4. Citizenship or Place of Organization Tennessee Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 2878526* See Item 4 below. 6. Shared Voting Power 2878526* See Item 4 below. 7. Sole Dispositive Power 2878526* See Item 4 below. 8. Shared Dispositive Power 2878526* See Item 4 below. 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2878526* 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Item 4 below. 11. Percent of Class Represented by Amount in Row (9) 12.8%* See Item 4 below. 12. Type of Reporting Person (See Instructions) OO * See Item 4 below.

---

1.
Names of Reporting Persons. Pope Asset Management, LLC I.R.S. Identification Nos. of above persons 62-1871308

2.
Check the Appropriate Box if a Member of a Group

(a)
(b)

3.
SEC Use Only

4.
Citizenship or Place of Organization Tennessee

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5.
Sole Voting Power 2878526*
6.
Shared Voting Power 2878526*
7.
Sole Dispositive Power 2878526*
8.
Shared Dispositive Power 2878526*

9.
Aggregate Amount Beneficially Owned by Each Reporting Person 2878526*
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11.
Percent of Class Represented by Amount in Row (9) 12.8%

12.
Type of Reporting Person (See Instructions) IA
* See Item 4 below.

---

Names of Reporting Persons. William P. Wells I.R.S. Identification Nos. of above persons 426961338

2.
Check the Appropriate Box if a Member of a Group

(a)
(b)

3.
SEC Use Only

4.
Citizenship or Place of Organization Tennessee

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5.
Sole Voting Power 2878526*
6.
Shared Voting Power 2878526*
7.
Sole Dispositive Power 2878526*
8.
Shared Dispositive Power 2878526*

9.
Aggregate Amount Beneficially Owned by Each Reporting Person 2878526*
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Item 4 below
11.
Percent of Class Represented by Amount in Row (9) 12.8%*

12.
Type of Reporting Person (See Instructions) IN
* See Item 4 below.

---

Item 1.

(a)
Name of Issuer Aamaxan Transport Group

(b)
Address of Issuer's Principal Executive Offices Suite 6B, 1440 Hongqiao Road
Changning District
Shanghai
People's Republic of China 200336

Item 2.

(a)
This statement is filed by and on behalf of:
(i) Pope Investments II LLC, a Delaware limited liability company ("Pope 2"); (ii) Pope Asset Management, LLC, a Tennessee limited liability company ("Pope Asset"); and (iii) William P. Wells ("Mr. Wells"). Pope Asset serves and an investment adviser and/or manager to various persons, including Pope 2. Pope Asset is the sole manager for Pope 2 and has sole voting control and investment and disposition power and discretion with respect to all securities held by Pope 2. Pope Asset may be deemed to beneficially own shares owned and/or held by and for the account of and/or benefit of various persons, including Pope 2. Mr. Wells is the sole manager of Pope Asset. Mr. Wells may be deemed to beneficially own shares owned and/or held by and/or for the account of and/or benefit of Pope 2. Pope Asset and Mr. Wells each declares that neither the filing of this statement nor anything herein shall be construed as an admission that such reporting person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. Each of the reporting persons may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of
Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer, or (ii) a member of any group with respect to the issuer or any securities of the issuer. Pope 2, Pope Asset and Mr. Wells have entered into a Joint Filing Agreement, a copy of which is filed with this statement as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.

(b)
Address of Principal Business Office or if none, Residence 5100 Poplar Ave Ste 805 Memphis TN 38137

(c)

Citizenship

(i) Pope 2 - Delaware
(ii) Pope Asset Management - Tennessee
(iii) Mr. Wells - Tennessee

(d)

Title of Class of Securities Convertible Preferred Stock, (and warrants held by Pope 2 as more fully described in Item 4 below.)
(e)

CUSIP Number 16945D105 Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c) check whether the person filing is a: Not applicable. Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. Explanatory Notes. On April 14, 2008, Pope 2 entered into a Securities Purchase Agreement with the Issuer pursuant to which Pope 2 acquired an aggregate of $6,000,000 Units of Securities of the Issuer. Said amount consists of 1,919,017 shares of Convertible Preferred Stock and 959,509 warrants. The warrants, if exercised, as of the date of this statement would then equate to approximately 12.8% of the Issuer's outstanding Stock. The transaction was closed on April 15, 2008. For purposes of determining the percentages reported in this statement, the Reporting Persons utilized 22,404,913 as the Issuer's the total outstanding shares. (a) Amount Beneficially Owned: See Item 9 of each cover page for the respective reporting persons and Item 4 above. (b) Percent of Class: See Item 11 of each cover page for the respective reporting persons and Item 4 above. As noted above, percentages reported assume that as of the date of this statement the Issuer had a total of 22,404,913 shares outstanding. (c) Number of shares as to which the person has: (i) Sole power to vote or direct the vote: See Item 5 of each cover page for the respective reporting persons and Item 4 above. (ii) Shared power to vote or to direct the vote: See Item 6 of each cover page for the respective reporting persons and Item 4 above (iii) Sole power to dispose or direct the disposition of: See Item 7 of each cover page for the respective reporting persons and Item 4 above. (iv) Shared power to dispose or to direct the disposition of: See Item 8 of each cover page for the respective reporting persons and Item 4 above. Pope Asset and Mr. Wells do not directly own any shares of the issuer's Convertible Preferred Stock or any Warrants to purchase shares of the Issuer's Common Stock. Pope Asset is the sole Manager of Pope 2. Mr. Wells is the Manager of Pope Asset. Pope Asset may be deemed to beneficially own shares owned and/or held by and for the account of and/or benefit of various persons, including Pope 2. Mr. Wells may be deemed to own shares owned and/or held by and/or for the account of and/or benefit of Pope 2. Each of Pope Asset and Mr. Wells declares that neither the filing of this statement nor anything herein shall be construed as an admission that such reporting person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Instruction: Dissolution of a group requires a response to this item. Item 6. Ownership of More than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Pope Asset serves and an investment adviser and/or manager to various persons, including Pope 2. Pope Asset is the sole manager for Pope 2 and has sole voting control and investment and disposition power and discretion with respect to all securities held by Pope 2. Pope Asset may be deemed to beneficially own shares owned and/or held by and for the account of and/or benefit of various persons, including Pope 2. Mr. Wells is the manager of Pope Asset. Mr. Wells may be deemed to own shares owned and/or held by and/or for the account of and/or benefit of Pope 2. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Item 8. Identification and Classification of Members of the Group If a group has filed this schedule pursuant to 240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to 240.13d-1(c) or 240.13d-1(d), attach an exhibit stating the identity of each member of the group. Item 9. Notice of Dissolution of Group Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. Item 10. Certification (a) The following certification shall be included if the statement is filed pursuant to 240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 04/25/2008 Date Pope Asset Management BY: Pope Asset Management, LLC, Manager William P. Wells/President Pope Investments II LLC By: Pope Investments II LLC Signature William P. Wells/President Name/Title Exhibit 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Convertible Preferred Stock, of Aamaxan Transport Group,a Delaware Corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in a accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: April 25, 2008. Pope Investments II LLC By: Pope Asset Management, LLC, Manager Signature William P. Wells/President Name/Title By: Pope Asset Management, LLC, Manager Signature William P. Wells/President Name/Title