2870
|
20-3912942
|
(Primary
Standard Industrial
Classification
Code Number)
|
(I.R.S.
Employer Identification Number)
|
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
Non-accelerated
filer ¨
|
Smaller
reporting company x
|
Title
of each class of securities to be registered
|
Amount
to be
registered(3)
|
Proposed
maximum
offering
price
per
share (4)
|
Proposed
maximum
aggregate
offering
price
|
Amount
of
registration
fee
|
||||||||||
Common
stock underlying convertible notes, par value $0.001 per share
(1)
|
73,380
shares
|
$ | 0.14 | $ | 10,273.20 | $ | 1.73 | |||||||
Common
stock underlying investor warrants, par value $0.001 per share
(2)
|
500,000
shares
|
$ | 0.14 | $ | 70,000 | $ | 2.75 | |||||||
Total
|
573,380
shares
|
$ | 0.14 | $ | 80,273.20 | $ | 4.48 |
Amount to
|
||||
Be Paid
|
||||
SEC
registration fee
|
$
|
8.90
|
||
Legal
fees and expenses
|
$
|
25,000
|
||
Accounting
fees and expenses
|
$
|
5,000
|
||
Miscellaneous
|
$
|
2000
|
||
Total
|
$
|
32,008.90
|
3.1.1
|
Articles
of incorporation (1)
|
|
3.2
|
By-Laws
(1)
|
|
3.3
|
Articles
of Incorporation, as amended (1)
|
|
4.1
|
Form
of 3% Convertible Note (2)
|
|
4.2
|
Form
of Series C Warrant (2)
|
|
4.3
|
Form
of Series D Warrant (2)
|
|
4.4
|
Form
of Underwriter Warrant (3)
|
|
4.5
|
Form
of Placement Agent Warrant (3)
|
|
4.6
|
Form
of Warrant issued to Legend Merchant Group, Inc. dated October 9, 2009
(8)
|
|
5.1
|
Opinion
of Blank Rome LLP
|
|
9.1
|
Stock
Purchase Agreement between Company and Xinsheng Shareholders dated April
22, 2006. (1)
|
|
9.2
|
Management
Agreement between Xinsheng and Meixin dated April 18,2006. (1)
|
|
9.3
|
Voting
Trust and Escrow Agreement with Xinsheng Shareholders and their trustee
dated April 22 2006. (1)
|
|
10.1
|
Form
of Subscription Agreement (2)
|
|
10.2
|
Form
of Registration Rights Agreement (2)
|
|
10.3
|
Placement
Agent Agreement (5)
|
|
10.4
|
Business
Advisory Agreement (7)
|
|
10.5
|
Letter
Agreement dated as of August 12, 2009 among China Agri-Business, JAG
Multi-Investments, LLC and Keith Guenther (6)
|
|
10.6
|
Letter Agreement dated as of June 12, 2009 among China Agri-Business, JAG Multi-Investments, LLC and Keith Guenther (8) | |
10.7
|
Letter Agreement dated as of October 12, 2009 among China Agri-Business, JAG Multi-Investments, LLC and Keith Guenther (8) | |
21.1
|
Subsidiaries
of the small business issuer (1)
|
|
23.1
|
Consent
of Michael Studer CPA PC
(8)
|
23.2
|
Consent
of Blank Rome LLP (see Exhibit 5.1)
|
|
23.3
|
Consent
of China Shaanxi Chunhua County Land and Fertilizer Working Station dated
March 24, 2009 (4)
|
|
23.4
|
Consent
of China Shaanxi Province Land and Fertilizer Working Station dated March
24, 2009 (4)
|
|
23.5
|
Consent
of China Shaanxi Province Yangling Zong Land and Fertilizer Working
Station dated March 24, 2009 (4)
|
|
24.1
|
Power
of Attorney (3)
|
CHINA
AGRI-BUSINESS, INC.
|
||
By:
|
*
|
|
Name: Liping Deng
Title: Chief Executive Officer and President (Principal Executive
Officer)
|
By:
|
/s/
Xiaolong Zhou
|
|
Name: Xiaolong Zhou
Title: Chief Financial Officer, (Principal Accounting and Financial
Officer)
|
By
:
|
*
|
November
13, 2009
|
|
Name:
Liping Deng
Title:
Chief Executive Officer and President (Principal Executive Officer)
|
|
||
By:
|
/s/
Xiaolong Zhou
|
November
13, 2009
|
|
Name:
Xiaolong Zhou
Title:
Chief Financial Officer (Principal Accounting and Financial Officer)
|
|
||
By:
|
*
|
November
13, 2009
|
|
Name:
Michael Segal
Title:
Director
|
|
||
By:
|
*
|
November
13, 2009
|
|
Name:
Limin Deng
Title:
Director
|
|