UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____)


Universal Travel Group (Name of Issuer)

Common (Title of Class of Securities)

91388Q103  (CUSIP Number)
09/09/2008 (Date of Event Which Requires Filing of
this Statement)

Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[  ]
Rule 13d-1(b)
[ x]
Rule 13d-1(c)
[  ]
Rule 13d-1(d)
*The remainder of this cover page shall be filled out
for a reporting persons initial filing on this form
with respect to the subject class of securities, and
for any subsequent amendment containing information
which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this cover
page shall not be deemed to be filed for the purpose
of Section 18 of the Securities Exchange Act of 1934
(Act) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other
provisions of the Act (however see the Notes).


CUSIP No. 91388Q103

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.
SEC Use Only

4.
Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting
Person With

5.
Sole Voting Power 5,903,226

6.
Shared Voting Power 5,903,226

7.
Sole Dispositive Power  5,903,226

8.
Shared Dispositive Power 5,903,226

9.
Aggregate Amount Beneficially Owned by Each
Reporting Person  5,903,226*

*The amount reported above includes an aggregate of ownership by
Pope Asset Management, LLC and Pope Investments II LLC.
Pope Asset Management, LLC is the investment advisor for
Pope Investments II LLC. Pope Investments II LLC owns 5,903,226
of Universal Travel Group consisting of 4,935,484 common shares
and 967,742 warrants each convertible
into one common share at $2.71. Therefore,
Pope Asset Management, LLC could be deemed to be beneficial
owners of 5,903,226 shares of Univerwal Travel Group due to its
investment advisory role.

10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares

11.
Percent of Class Represented by Amount in Row (9) 13.51

12.
Type of Reporting Person (See Instructions)  00



1.
Names of Reporting Persons.  Pope Asset Management, LLC
I.R.S. Identification Nos. of above persons 62-1871308

2.
Check the Appropriate Box if a Member of a Group

(a)
(b)

3.
SEC Use Only

4.
Citizenship or Place of Organization Tennessee

Number of Shares Beneficially Owned by Each Reporting
Person With

5.
Sole Voting Power 5,903,226

6.
Shared Voting Power 5,903,226

7.
Sole Dispositive Power  5,903,226

8.
Shared Dispositive Power 5,903,226

9.
Aggregate Amount Beneficially Owned by Each
Reporting Person  5,903,226*

*The amount reported above includes an aggregate of ownership by
Pope Asset Management, LLC and Pope Investments II LLC.
Pope Asset Management, LLC is the investment advisor for
Pope Investments II LLC. Pope Investments LLC owns 5,903,226
shares of Universal Travel Group consisting of 4,935,484 common
shares and 967,742 warrants each convertible
into one common share at $2.71.  Therefore, Pope Asset Management,LLC, as
investment advisor to Pope Investments II LLC, could be deemed to be
beneficial owners of 5,903,226 shares of Universal Travel Group.

10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares

11.
Percent of Class Represented by Amount in Row (9) 13.51

12.
Type of Reporting Person (See Instructions)  IA


1.
Names of Reporting Persons.  William P. Wells
I.R.S. Identification Nos. of above persons 426961338

2.
Check the Appropriate Box if a Member of a Group

(a)
(b)

3.
SEC Use Only

4.
Citizenship or Place of Organization Tennessee

Number of Shares Beneficially Owned by Each Reporting
Person With

5.
Sole Voting Power 5,903,226

6.
Shared Voting Power 5,903,226

7.
Sole Dispositive Power  5,903,226

8.
Shared Dispositive Power 5,903,226

9.
Aggregate Amount Beneficially Owned by Each
Reporting Person  5,903,226*

*William P. Wells is sole manager of Pope Asset Management, LLC.
The amount reported above includes an aggregate of ownership by
Pope Asset Management, LLC and Pope Investments II LLC.
Pope Asset Management, LLC is the investment advisor for
Pope Investments II LLC. Pope Investments II LLC owns 5,903,226 shares
of Universal Travel Group consisting of 4,935,484 common shares and
967,742 warrants each convertible into one common share at $2.71.
Therefore, Pope Asset Management, LLC and Pope Investments II LLC
could be deemed to be beneficial owners of 5,903,226 shares of
Universal Travel Group.


10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares

11.
Percent of Class Represented by Amount in Row (9) 13.51


12.
Type of Reporting Person (See Instructions)  IN




Item 1.

(a)
Name of Issuer  Universal Travel Group

(b)
Address of Issuer's Principal Executive Offices
Shennan Rd., Hualian Center Room
301-309, Shenzhen, China

Item 2.

(a)
This statement is filed by and on behalf of:
(i) Pope Investments II LLC, a Delaware limited liability company ("Pope
II"); (ii) Pope Asset Management, LLC, a Tennessee limited
liability company ("Pope Asset"); and (iii) William
P. Wells ("Mr. Wells"). Pope Asset serves as an investment adviser
and/or manager to various persons, including Pope II.
Pope Asset is the sole manager for Pope II and has sole
voting control and investment and disposition power and discretion
with respect to all securities held by Pope II.
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 II.  Mr. Wells is the sole 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 II.
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.
Each of the reporting persons may be deemed to be a member of a group with
respect to the issuer or securities of the issuer for the purposes of
Section 13(d) or 13(g) of the Act.  Each of the reporting persons
declares that neither the filing of this statement nor anything
herein shall be construed as an admission that such person is, for
the purposes of Section 13(d) or 13(g) of the Act or any
other purpose, (i) acting (or has agreed or is agreeing to act
together with any other person) as a partnership, limited
partnership, syndicate, or other group for the purpose of acquiring,
holding, or disposing of securities of the issuer or otherwise
with respect to the issuer or any securities of the issuer,
or (ii) a member of any group with respect to the issuer or any
securities of the issuer. Pope II, Pope Asset, and
Mr. Wells have entered into a Joint Filing Agreement, a copy of which is
filed with this statement as Exhibit 99.1, pursuant to which
they have agreed to file this Schedule 13G jointly in accordance
with the provisions of Rule 13d-1(k) of the Act.

(b)
Address of Principal Business Office or if none,
Residence  5100 Poplar Ave Ste 805 Memphis TN  38137

(c)
Citizenship USA
(i)	Pope II - Delaware
(ii)	Pope Asset - Tennessee
(iii)	Mr. Wells - Tennessee

(d)
Title of Class of Securities  Common

(e)
CUSIP Number  91388Q103

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:

(a)
[   ]
Broker or dealer registered under section 15
of the Act (15 U.S.C. 78).

(b)
[   ]
Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c).

(c)
[   ]
Insurance company as defined in section 3(a)
(19) of the Act (15 U.S.C. 78c).

(d)
[   ]
Investment company registered under section 8
of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)
[   ]
An investment adviser in accordance with
240.13d-1(b)(1)(ii)(E);

(f)
[   ]
An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F);

(g)
[   ]
A parent holding company or control person in
accordance with  240.13d-1(b)(1)(ii)(G);

(h)
[   ]
A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)

(i)
[   ]
A church plan that is excluded from the definition
of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3)

(j)
[   ]
Group, in accordance with 240.13d-1(b)(1)(ii)(J).

Item 4.
Ownership.
For purposes of this statement the total number of shares
reported as beneficially owned by the Reporting Persons
is 5,903,226, which is 4,935,484 shares of common stock,
967,742 warrants redeemable for shares of common stock.
For purposes of determining percentage of outstanding
shares with respect to this statement, the reporting persons
have relied upon information obtained from
the issuer's 8-k release filed on September 3, 2008 and
issuer's 10-Q filing on August 6, 2008
that the number of shares of Common Stock
of the issuer was approximately 43,692,100, including the common
shares and warrants issued per the 8-k issuer filing.
Additionally, see Item 2 above.

(a)
Amount beneficially owned:
See Item 9 of each cover page for the respective
reporting persons.

(b)
Percent of class: 13.51%

(c)
Number of shares as to which the person has:

(i)
Sole power to vote or to direct the vote 5,903,226.
See item 5 of each cover page for the respective
reporting persons.

(ii)
Shared power to vote or to direct the vote 5,903,226.
See item 6 of each cover page for the respective
reporting person.

(iii)
Sole power to dispose or to direct the disposition of 5,903,226.
See item 7 of each cover page for the respective reporting
persons.

(iv)
Shared power to dispose or to direct the disposition of: 5,903,226.
See Item 8 of each cover page for the respective reporting
persons.  Pope Asset and Mr. Wells do not
directly own any shares of the issuer's Common Stock or any
Warrants to purchase shares of the Issuer's Common Stock. Pope Asset
is the sole Manager of Pope Investments and Pope II. 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 Investments.  Mr. Wells may be deemed to own shares owned
and/or held by and/or for the account of and/or
benefit of Pope Investments and Pope II.
Both 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.
Instruction. For computations regarding securities
which represent a right to acquire an underlying
security see 240.13d3(d)(1).

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 as an investment adviser and/or manager
to various persons, including Pope II.
Pope Asset is the sole manager forPope II and has sole
voting control and investment and disposition power and discretion with
respect to all securities held by Pope II.
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 II.
Mr. Wells is the sole 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 II.

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.
See Item 5.

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.
09/09/08  Date
William P. Wells  Signature
William P. Wells/President   Name/Title
Pope Asset Management, LLC /s/ William P. Wells
Pope Investments II LLC /s/ William P. Wells
Exhibit 99.1

JOINT FILING AGREEMENT

This will conform 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 Common Stock,
of China Housing and Land Development, Inc.,
a Nevada 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:  September 9, 2008

POPE INVESTMENTS II LLC
By:Pope Investments II LLC /s/ William P. Wells
By:Pope Asset Management, LLC, /s/William P. Wells, Manager
By:WILIAM P. WELLS /s/William P. Wells Signature