U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES
 
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
 
CHINA XINGBANG INDUSTRY GROUP INC.
(Exact name of registrant as specified in its charter)
 
Nevada
 
99-0366034
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
7/F West Tower, Star International Mansion,
No.6-20 Jinsui Rd.,
   
Tianhe District, Guangzhou,
Guangdong Province, P.R.C.
 
510623
(Address of principal executive offices)
 
(Zip Code)
 
Registrant¡¯s telephone number, including area code: 86 20 38296988
 
Copies to:
Barry I. Grossman, Esq.
Ellenoff Grossman & Schole LLP
150 East 42nd Street
New York, NY 10017
Telephone Number: (212) 370-1300
Facsimile Number: (212) 370-7889
 
Securities to be registered under Section 12(b) of the Act: None
 
Securities to be registered under Section 12(g) of the Exchange Act:

Title of each class to be so registered
 
Name of Exchange on which each class is to be registered
     
Common Stock, $0.001
 
N/A
     
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of ¡°large accelerated filer,¡± ¡°accelerated filer¡± and ¡°smaller reporting company¡± in Rule 12b-2 of the Exchange Act.  (Check one):
 
Large accelerated filer    o
Accelerated filer   o
Non-accelerated filer      o
Smaller reporting company x
 
 
 

 
 
EXPLANATORY NOTE
 
The sole purpose of this Amendment No. 3 to the General Form for Registration of Securities on Form 10 (File No. 000-54429) of China Xingbang Industry Group Inc., is to add a footnote to the list of Exhibits in Item 15.  No other changes have been made to the Registration Statement.

Item 15.  Financial Statements and Exhibits.
 
(b)  
Exhibits.
 
Exhibit No.
 
Description
3.1 *
 
Articles of Incorporation of the Registrant
3.2 *
 
Certificate of Amendment to the Articles of Incorporation
3.3 *
 
Bylaws of the Registrant
10.1 *
 
Share Exchange Agreement
10.2 *
 
Consulting Services Agreement dated May 13, 2010 between Guangdong Xingbang and the WFOE
10.3 *
 
Operating Agreement dated May 13, 2011 by and among Guangdong Xingbang, its shareholders and the WFOE
10.4 *
 
Voting Rights Proxy Agreement dated May 13, 2011 by and among Guangdong Xingbang, its shareholders and the WFOE
10.5 *
 
Equity Pledge Agreement dated May 13, 2011 by and among Guangdong Xingbang, its shareholders and the WFOE
10.6 *
 
Option Agreement dated May 13, 2011 by and among Guangdong Xingbang, its shareholders and the WFOE
10.7 *
 
Unofficial English Translation of Labor Contract between Guangdong Xingbang and Xiaohong Yao
10.8 *
 
Unofficial English Translation of Labor Contract between Guangdong Xingbang and Haigang Song
10.9 **
 
Unofficial English translation of the Exclusive Advertising Agency Agreement with Shopping Guide Press with respect to Guzhen Lighting Weekly
10.10 **
 
Unofficial English translation of the Exclusive Advertising Agency Agreement with Shopping Guide Press with respect to China Ceramic Weekly
10.11 *
 
Letter of Authorization from Shopping Guide Press
10.12 *
 
Director Agreement dated June 13, 2011 with Joseph Levinson
10.13 *
 
Director Agreement dated June 13, 2011 with Gangxian Su
10.14 *
 
Director Agreement dated June 13, 2011 with Xingzheng Tan
10.15 *
 
Director Agreement dated June 13, 2011 with Fei Wu
99.1 *
 
Audit Committee Charter adopted on June 15, 2011
99.2 *
 
Compensation Committee Charter adopted on June 15, 2011
99.3 *
 
Nominating and Corporate Governance Committee Charter adopted on June 15, 2011
14.1 *
 
Code of Ethics adopted on June 15, 2011
  
* Previously filed.
** Certain provisions have been omitted pursuant to a confidential treatment request.  Omitted information has been filed separately with the Securities and Exchange Commission.
 
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
China Xingbang Industry Group Inc.
     
October 13, 2011
By:
/s/ Xiaohong Yao
   
Name:Xiaohong Yao
   
Title: President, Chief Executive Officer  and Chairman of the Board
     
 
By:
/s/ Haigang Song
   
Name: Haigang Song
   
Title: Director
     
 
By:
/s/ Xiaole Zhan
   
Name: Xiaole Zhan
   
Title: Director
     
 
By:
/s/ Joseph Levinson
   
Name: Joseph Levinson
   
Title: Director
     
 
By:
/s/ Gangxian Su
   
Name: Gangxian Su
   
Title: Director
     
 
By:
/s/ Xingzheng Tan
   
Name: Xingzheng Tan
   
Title: Director
     
 
By:
/s/ Fei Wu
   
Name: Fei Wu
   
Title: Director