AAXT Aamaxan Transport Group Inc (CE)

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.

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