chlo8-k3909.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
______________
FORM
8-K
______________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) February 25, 2009
______________
CHINA
LOGISTICS GROUP, INC.
(Exact
name of registrant as specified in its charter)
______________
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Florida
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000-31497
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65-1001686
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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7300
Alondra Boulevard, Suite 108, Paramount, California 90723
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (562) 408-3888
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01 Other
Events.
As
previously disclosed, on September 24, 2008, the U.S. Securities and Exchange
Commission (the “SEC”) filed a civil complaint in the U.S. District Court for
the Southern District of Florida (Case No. 08-61517-CIV-GOLD MCALILEY) (the
“Complaint”) against Jeffrey Harrell, the former CEO and principal and financial
accounting officer of China Logistics Group, Inc. (the “Company”), David Aubel,
previously the Company’s largest shareholder and formerly a consultant to the
Company, and the Company based upon the alleged improper conduct of
Messrs. Harrell and Aubel that occurred prior to 2007. The Complaint
alleges that at various times between April 2003 and September 2006,
Messrs. Harrell and Aubel engaged in various improper accounting,
reporting, securities trading and disclosure activities in violation of federal
securities laws. The Complaint seeks, among other things, injunctive relief,
disgorgement, civil monetary penalties, and a penny stock bar against
Mr. Aubel, injunctive relief, civil monetary penalties, a penny stock bar,
and an officer and director bar against Mr. Harrell, and injunctive relief
and disgorgement against the Company.
Although
the Company’s current management had no knowledge of Messrs. Harrell and
Aubel’s improper conduct as alleged in the Complaint involving the Company when
it was known as Video Without Boundaries, Inc., on February 25, 2009, the
Company entered into a consent to the entry of a Permanent Injunction and Other
Relief (the “Consent”) to resolve the
liability aspects of the Complaint. Once the Permanent Injunction is
entered by the Court based on the terms of the Consent, the Permanent Injunction
will, among other things, permanently restrain and enjoin the Company from
violation of Sections 5(a) and 5(c) of the Securities Act of 1933 ("Securities
Act"), 15 U.S.C. §§ 77e(a) and 77e(c); violations of Section 10(b) of the
Securities Exchange Act of 1934 ("Exchange Act"), 15 U.S.C. § 78j(b), and Rule
l0b-5 promulgated thereunder, 17 C.F.R. §240.l0b-5; violations of Section 13(a)
of the Exchange Act, 15 U.S.C. § 78m(a), and Rules 12b-20, 13a-l, and 13a-13
thereunder, 17 C.F.R. §§ 240.12b-20, 240.13a-l, and 240. 13a-13; and violations
of Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act, 15 U.S.C. §§ 78m(b
)(2)(A) and 8m(b )(2)(B). The Consent also provides that the Court shall
determine whether it is appropriate to order disgorgement and, if so, the amount
of the disgorgement.
The
Company will seek to reach an agreement with the SEC on the propriety and amount
of disgorgement and prejudgment interest, if any, without intervention by the
Court.
A copy of
the Consent is filed as Exhibit 10.1 hereto and is incorporated herein by
reference.
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(d)
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The
following exhibit is filed herewith:
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10.1
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Consent
of Defendant Video Without Boundaries, Inc., d/b/a China Logistics Group,
Inc.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CHINA
LOGISTICS GROUP, INC.
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Date:
March 9, 2009
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By:
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/s/Wei
Chen
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Wei
Chen,
Chief
Executive Officer
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