ex10-1.htm


     

    
      

      

    

    
      


      UNITED
STATES DISTRICT COURT

      SOUTHERN
DISTRICT OF FLORIDA

      


      CASE NO.
08-61517-CIV -GOLD/McALILEY

      


      SECURITIES
AND
EXCHANGE                                                        

       COMMISSION,                                                                                    

       

      Plaintiff,                                                                  


       

      v.                                                                                                             

       

      VIDEO
WITHOUT BOUNDARIES,
INC.,                                        

      d/b/a
CHINA LOGISTICS GROUP,
INC.,                                                                                                

      VERNON
JEFFREY HARRELL,
AND                                                                                                

      DAVID J.
AUBEL,                                                                                     

       

      Defendants.                                                                

      __________________________________________

      


      CONSENT
OF DEFENDANT VIDEO WITHOUT

      BOUNDARIES. INC . d/b/a
CHINA LOGISTICS GROUP. INC.

      


      1.           Defendant
Video Without Boundaries, Inc., d/b/a China Logistics Group, Inc. ("China
Logistics") acknowledges having been served with the complaint in this action,
enters a general appearance, and admits the Court's jurisdiction over it and
over the subject matter of this

      action.

      2.           Without
admitting or denying the allegations of the complaint (except as to personal and
subject matter jurisdiction, which China Logistics admits), China Logistics
consents to the entry of the Judgment of Permanent Injunction and Other Relief
in the attached form (the "Judgment") and incorporated by reference herein,
which, among other things:

      (a)           permanently
restrains and enjoins China Logistics 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);

      


      /s/ W.C.

      Initials


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (b)           permanently
restrains and enjoins China Logistics from violation of Section 1 0(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;

      (c)           permanently
restrains and enjoins China Logistics from violation 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

      (d)           permanently
restrains and enjoins China Logistics from violation 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).

      3.           China
Logistics agrees that, upon motion of the Commission, the Court shall determine
whether it is appropriate to order disgorgement of ill-gotten gains and, if so,
the amount of the disgorgement. China Logistics further understands that, if
disgorgement is ordered, China Logistics shall pay prejudgment interest thereon,
calculated from December 31, 2006, based on the rate of interest used by the
Internal Revenue Service for the underpayment of federal income tax as set forth
in 26 U.S.C. § 6621(a)(2). China Logistics further agrees that in connection
with the Commission's motion for disgorgement, and at any hearing held on such a
motion: (a) China Logistics will be precluded from arguing that it did not
violate the federal securities laws as alleged in the complaint; (b) China
Logistics may not challenge the validity of this Consent or the Judgment; (c)
solely for the purposes of such motion, the allegations of the complaint shall
be accepted as and deemed true by the Court; and (d) the Court may determine the
issues raised in the motion on the basis of affidavits, declarations, excerpts
of sworn

      


      


      


      /s/
W.C.                                                                2

      Initials


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      deposition
or investigative testimony, and documentary evidence, without regard to the
standards for summary judgment contained in Rule 56(c) of the Federal Rules of
Civil Procedure. In connection with the Commission's motion for disgorgement,
the parties may take discovery, including discovery from appropriate
non-parties.

      4.           China
Logistics waives the entry of findings of fact and conclusions of law pursuant
to Rule 52 of the Federal Rules of Civil Procedure.

      5.           China
Logistics waives the right, if any, to a jury trial and to appeal from the entry
of the Judgment.

      6.           China
Logistics enters into this Consent voluntarily and represents that no threats,
offers, promises, or inducements of any kind have been made by the Commission or
any member, officer, employee, agent, or representative of the Commission to
China Logistics or anyone acting on its behalf to induce China Logistics to
enter into this Consent.

      7.           China
Logistics agrees that this Consent shall be incorporated into the Judgment with
the same force and effect as if fully set forth therein.

      8.           China
Logistics will not oppose the enforcement of the Judgment on the ground, if any
exists, that it fails to comply with Rule 65(d) of the Federal Rules of Civil
Procedure, and hereby waives any objection based thereon.

      9.           China
Logistics waives service of the Judgment and agrees that entry of the Judgment
by the Court and filing with the Clerk of the Court will constitute notice to
China Logistics of its terms and conditions. China Logistics further agrees to
provide counsel for the Commission, within thirty days after the Judgment is
filed with the Clerk of the Court, with an affidavit or declaration stating it
has received and read a copy of the Judgment.

       

      /s/
W.C.                                                                3

      Initials


      
        
           


        

        
           


          
            

          

        

        
           


        

      


          10.           Consistent
with 17 C.F.R. §202.5(f), this Consent resolves only the claims asserted against
China Logistics in this civil proceeding. China Logistics acknowledges that no
promise or representation has been made by the Commission or any member,
officer, employee, agent, or representative of the Commission with regard to any
criminal liability that may have arisen or may arise from the facts underlying
this action or immunity from any such criminal liability. China Logistics waives
any claim of Double Jeopardy based upon the settlement of this proceeding,
including the imposition of any remedy or civil penalty herein. China Logistics
further acknowledges that the Court's entry of a permanent injunction may have
collateral consequences under federal or state law and the rules and regulations
of self-regulatory organizations, licensing boards, and other regulatory
organizations. Such collateral consequences include, but are not limited to, a
statutory disqualification with respect to membership or participation in, or
association with a member of, a self-regulatory organization. This statutory
disqualification has consequences that are separate from any sanction imposed in
an administrative proceeding. In addition, in any disciplinary proceeding before
the Commission based on the entry of the injunction in this action, China
Logistics understands that it shall not be permitted to contest the factual
allegations of the complaint in this action.

      11.           China
Logistics understands and agrees to comply with the Commission's policy "not to
permit a defendant or respondent to consent to a judgment or order that imposes
a sanction while denying the allegation in the complaint or order for
proceedings." 17 C.F.R. §202.5. In compliance with this policy, China Logistics
agrees: (i) not to take any action or to make or permit to be made any public
statement denying, directly or indirectly, any allegation in the complaint or
creating the impression that the complaint is without factual basis; and (ii)
that upon the filing of this Consent, China Logistics hereby withdraws any
papers filed in this action

       

      /s/
W.C.                                                                4

      Initials


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      to the
extent that they deny any allegation in the complaint. If China Logistics
breaches this agreement, the Commission may petition the Court to vacate the
Judgment and restore this action to its active docket. Nothing in this paragraph
affects China Logistics's: (i) testimonial obligations; or (ii) right to take
legal or factual positions in litigation or other legal proceedings in which the
Commission is not a party.

      12.           China
Logistics hereby waives any rights under the Equal Access to Justice Act, the
Small Business Regulatory Enforcement Fairness Act of 1996, or any other
provision of law to seek from the United States, or any agency, or any official
of the United States acting in his or her official capacity, directly or
indirectly, reimbursement of attorney's fees or other fees, expenses, or costs
expended by China Logistics to defend against this action. For these purposes,
China Logistics agrees it is not the prevailing party in this action since the
parties have reached a good faith settlement.

      13.           China
Logistics agrees the Commission may present the Judgment to the Court for
signature and entry without further notice.

      14.           China
Logistics agrees that this Court shall retain jurisdiction over this matter for
the purpose of enforcing the terms of the Judgment.

       

      
        	
                Dated:
      02 – 25, 2009

              	
                /s/
      Wei Chen

              
	 
      	
                Wei
      Chen, on behalf of Defendant Video Without Boundaries, Inc., d/b/a China
      Logistics Group, Inc.

                 

              


      

      


      


      


      


      


      


      


      


      /s/
W.C.                                                                5

      Initials


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	 
      	
                People’s
      Republic of China

              	
                )

              
	 
      	
                )

              	
                Municipality
      of Shanghai

              	
                )

              
	 
      	
                )   ss:

              	
                Consulate
      General of the

              	
                )

              
	
                COUNTY
      OF __________

              	
                )

              	
                United
      States of America

              	
                )

              


      

      


      On this 25th day of
Feb, 2009, Wei Chen, who __ is personally known to me or __ who produced a
passport G09091583 driver's license
(or other legal identification) bearing his name and photograph as
identification, personally appeared before me and acknowledged executing the
foregoing Consent.

      /s/ John L.
Junk

      John L.
Junk

      Consul of
the United States

      Of
America

      


      Notary
Public

      


      PRESIDENTIAL COMMISSIONS DO
NOT EXPIRE

      Commission
Expires:

      


      


      Approved
as to form:

      


      


      /s/ Adam Palmer
FOR

      Carl F.
Schoeppl, Esq.

      Schoeppl
& Burke, P.A.

      4651
North Federal Highway

      Boca
Raton, Florida 33431-5133

      Attorney
for China Logistics Group, Inc.

      


      


      


      


      


      


      


      


      


      


      /s/
W.C.                                                                6

      Initials