Schedule 13D Amendment No. 2

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jd5A2IwTt3QxAbb+rkE7/LUeK2UiYPpM4cBXndg97LQ1R/0GvTEYchPoFQkOlj5s Kajf3H0GA4r/6McwJ/6ugw== 0001193125-08-250659.txt : 20081210 0001193125-08-250659.hdr.sgml : 20081210 20081209195535 ACCESSION NUMBER: 0001193125-08-250659 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20081210 DATE AS OF CHANGE: 20081209 GROUP MEMBERS: ARCH DIGITAL HOLDINGS LTD. (BVI) SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Middle Kingdom Alliance Corp. CENTRAL INDEX KEY: 0001360244 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 204293876 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82273 FILM NUMBER: 081239602 BUSINESS ADDRESS: STREET 1: 333 SANDY SPRINGS CIRCLE STREET 2: SUITE 223 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 404-843-8585 MAIL ADDRESS: STREET 1: 333 SANDY SPRINGS CIRCLE STREET 2: SUITE 223 CITY: ATLANTA STATE: GA ZIP: 30328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Capital Ally Investments Ltd CENTRAL INDEX KEY: 0001450426 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 48/F, BANK OF CHINA TOWER STREET 2: 1 GARDEN ROAD, CENTRAL CITY: HONG KONG STATE: K3 ZIP: 000000 BUSINESS PHONE: 852-3605-8180 MAIL ADDRESS: STREET 1: 48/F, BANK OF CHINA TOWER STREET 2: 1 GARDEN ROAD, CENTRAL CITY: HONG KONG STATE: K3 ZIP: 000000 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 2 Schedule 13D Amendment No. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

MIDDLE KINGDOM ALLIANCE CORP.

(Name of Company)

Class B Common Stock, par value $0.001 per share

(Title of Class of Securities)

595750497

(CUSIP Number)

Mitchell S. Nussbaum, Esq., Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 4, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. ¨

Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on 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 or otherwise subject to the liabilities of that section of the Securities Exchange Act (the “Act”) but shall be subject to all other provisions of the Act (however see the Notes).


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Capital Ally Investments Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 2,565,000
		9 SOLE DISPOSITIVE POWER 1,830,358
		10 SHARED DISPOSITIVE POWER 0


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,565,000 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 75.0% (2)
14		TYPE OF REPORTING PERSON* CO

(1)

This Amendment No. 2 to Schedule 13D is being filed to correct certain errors filed in Amendment No. 1 on Schedule 13D filed by Capital Ally Investments Limited (“Capital Ally”) on November 26, 2008. The Schedule 13D should have reflected that Capital Ally had (i) sole dispositive power over 1,830,358 shares of Class B Common Stock of Middle Kingdom Alliance Corp. (the “Company”), rather than all 2,565,000 shares of Class B Common Stock as previously reported and (ii) shared voting power over the shares with ARCH Digital Holdings Ltd (BVI).

(2)	Based on 3,420,305 shares of Class B Common Stock issued and outstanding as of December 4, 2008.


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ARCH Digital Holdings Ltd. (BVI)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 2,565,000
		9 SOLE DISPOSITIVE POWER 734,642
		10 SHARED DISPOSITIVE POWER 0


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,565,000
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 75.0% (1)
14		TYPE OF REPORTING PERSON* CO

(1)	Based 3,420,305 shares of Class B Common Stock of the Company issued and outstanding as of December 4, 2008.

Item 1.

Security and Company.

This statement relates to the common stock, par value $0.001 per share (the “Class B Common Stock”), of Middle Kingdom Alliance Corp., a Delaware corporation (the “Company”). The address of the Company’s principal executive office is 333 Sandy Springs Circle, Suite 223, Atlanta, GA 30328.

Item 2.

Identity and Background.

This Schedule 13D/A is being filed jointly by:

(a)-(c) Capital Ally Investments Limited (“Capital Ally”), a British Virgin Islands company and ARCH Digital Holdings Ltd. (BVI) (“Arch Digital,” and collectively with Capital Ally, the “Reporting Persons”). The principal business of Capital Ally is investment holdings. The business address for Capital Ally is 48/F, Bank of China Tower, 1 Garden Road, Central Hong Kong. The principal business of Arch Digital is investment holdings. The address of Arch Digital is c/o ARC Advisors (HK) Limited, 13/F, St. John’s Building, 33 Garden Road, Central, Hong Kong.

Capitalized terms not defined herein shall have the respective meaning given to them in the Schedule 13D, filed November 20, 2008 and the Schedule 13D, Amendment No. 1, filed on November 26, 2008, amended hereby.

Pursuant to an agreement between Capital Ally and Arch Digital (the “Agreement”), Messrs. Samuel Kong and Clement Kwong share voting power over the 2,565,000 shares of Class B Common Stock covered by this Schedule 13D. Mr. Kong and Mr. Kwong hold dispositive and investment power over 1,830,358 and 734,642 shares, respectively, of such 2,565,000 shares of Class B Common Stock.

Samuel Kong is the Controller and Secretary of Golden Meditech, a Hong Kong company which owns 100% of GM Investment, which owns 50% of Capital Ally. Clement Kwong is a Director of Arch BVI, a company wholly owned by ARC Capital Holdings Limited (“Arc Capital”), a Cayman Islands company.

(d) During the past five years, neither the Reporting Persons, nor any of the other entities or individuals referred to in this Item 2 have been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

(e) During the past five years, neither the Reporting Persons, nor any of the other entities or individuals referred to in this Item 2 have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds and Other Consideration.

All of the shares of Class B Common Stock beneficially held by the Reporting Persons were paid for using cash contributed by the Reporting Persons’ owners.

Item 5.

Interest in Securities of the Company.

(a) The Reporting Persons are the beneficial owner of an aggregate of 2,565,000 shares of Class B Common Stock of the Company, representing approximately 75.0% of the total issued and outstanding shares of Class B Common Stock as of December 4, 2008.

(b) Pursuant to the Agreement between Capital Ally and Arch Digital, Messrs. Samuel Kong and Clement Kwong share voting power over the 2,565,000 shares of Class B Common Stock covered by this Schedule 13D. Mr. Kong and Mr. Kwong hold dispositive and investment power over 1,830,358 and 734,642 shares, respectively, of such 2,565,000 shares of Class B Common Stock.

(c) Since the filing of the Schedule 13D, Amendment No.1, filed with the SEC on November 26, 2008, the Reporting Persons have not effected any transactions relating to the Class B Common Stock or any other equity securities of the Company as of the filing of this Schedule 13D, Amendment No. 2.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

Pursuant to the Agreement between Capital Ally and Arch Digital, Messrs. Samuel Kong and Clement Kwong share voting power over the 2,565,000 shares of Class B Common Stock covered by this Schedule 13D. Mr. Kong and Mr. Kwong hold dispositive and investment power over 1,830,358 and 734,642 shares, respectively, of such 2,565,000 shares of Class B Common Stock.

Item 7.

Materials to be Filed as Exhibits.


10.3		Joint Filing Agreement, dated December 9, 2008, by and among Capital Ally Investments Limited and ARCH Digital Holdings Ltd. pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended.

10.4		Agreement between Capital Ally and Arch Digital, dated December 4, 2008.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D, Amendment No. 2 is true, complete and correct.

Dated: December 9, 2008


CAPITAL ALLY INVESTMENTS LIMITED

By:		/s/ Samuel Kong Kam Yu
Name:		Samuel Kong Kam Yu
Title:		Director

ARCH DIGITAL HOLDINGS LIMITED

By:		/s/ Clement Kwong
Name:		Clement Kwong
Title:		Director

EX-99.10.3 2 dex99103.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 10.3

Joint Filing Agreement

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D, Amendment No. 2 to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.

Date: December 9, 2008



CAPITAL ALLY INVESTMENTS LIMITED

By:		/s/ Samuel Kong Kam Yu
Name:		Samuel Kong Kam Yu
Title:		Director

ARCH DIGITAL HOLDINGS LIMITED

By:		/s/ Clement Kwong
Name:		Clement Kwong
Title:		Director

EX-99.10.4 3 dex99104.htm AGREEMENT BETWEEN CAPITAL ALLY AND ARCH DIGITAL Agreement between Capital Ally and Arch Digital

Exhibit 10.4

AGREEMENT

AGREEMENT dated as of December 4, 2008 (this “Agreement”), by and between ARCH Digital Holdings Limited (the “ARCH BVI”), and Capital Ally Investments Limited (the “Capital Ally”).

RECITALS:

WHEREAS, ARCH BVI and Capital Ally desire to enter into an arrangement relating to a brokerage account (the “Account”) to be opened by I-Bankers, Inc., of which ARCH BVI and Capital Ally will be joint owners;

NOW THEREFORE, for and good and valuable consideration, the receipt and legal adequacy of which is hereby acknowledged, ARCH BVI and Capital Ally agree as follows:

1	Each of ARCH BVI and Capital Ally represents and warrants to the other that:

its Board of Directors has given its officers the authority to open the Account.

subject to the restrictions contained in this Agreement, Samuel Kong is the only person who has been authorized by the Board of Directors to make investment decisions with respect to the property held in the Account.

2	Other than pursuant to Section 1, Mr. Kong and Clement Kwong shall jointly make all decisions with respect to the Account.

The amounts placed in the Account may not be removed from the Account by either party or at the direction of either party until after the special meeting of the stockholders of Middle Kingdom Alliance Corp relating to a vote on a business combination (the “Distribution Date”). Prior to the Distribution Date, neither party will cause anyone other than Mr. Kong to give investment instructions to I-Bankers, Inc. with respect to the Account. By his signature on the signature page to this Agreement, Mr. Kong agrees that he will not direct that the funds in the Account be used for any purpose other than to purchase shares of the common stock or units of Middle Kingdom Alliance Corp. Subject to the terms of this Agreement, each of the parties agree that they will be bound by the decisions of Mr. Kong regarding investments of the property held in the Account. By their signature on the signature page to this Agreement, Messrs. Kong and Kwong agree that promptly after the Distribution Date, but not before, they will direct I-Bankers, Inc. to distribute the property held in the Account as follows: 28.641% to ARCH BVI and 71.359% to Capital Ally. Neither ARCH BVI nor Capital Ally shall direct Mr. Kong or Mr. Kwong to do anything with respect to the Account that is contrary to the terms of this Agreement. Messrs. Kong and Kwong will not be deemed a signatory to this Agreement other than for purposes of this Section 3 and will not be considered to be a “party” to this Agreement.

Each party agrees that money damages would not be a sufficient remedy (and is not readily calculable) for any breach of this Agreement (any party that breaches this Agreement, the “Breaching Party”) and that the other party hereto will be irreparably harmed as a result of any such breach and that it shall be entitled to equitable relief, including, without limitation, injunctive relief (including, without limitation, the right to obtain a temporary and/or permanent injunction) and specific performance (without being required to obtain a bond or post other security or prove actual damages or irreparable harm), in the event of any breach or threatened breach of any of the provisions of this

Agreement by the Breaching Party, in addition to all other rights and remedies available to the non-breaching party, whether at law, in equity or otherwise relating to such breach. All the rights and remedies of the non-breaching party hereunder shall be cumulative.

5	This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the choice of law rules, or conflicts of principles of such laws.

All notices, consents, directions, approvals, instructions, requests and other communications required or permitted by the terms of this Agreement shall be in writing, and shall be sent to the applicable party to their respective addresses or facsimile numbers on the signature page of this Agreement or to such other address or facsimile number as such party may have furnished to the other in writing in accordance herewith. All notices, consents, directions, approvals, instructions, requests and other communications hereunder shall be sent and effective as follows: (i) on the business day delivered, when delivered personally; (ii) five (5) business days after mailing if mailed by registered or certified mail, return receipt requested (postage prepaid); (iii) on the next business day if sent by a nationally recognized overnight express courier service with all costs prepaid and provided evidence of delivery is available; or (iv) on the business day of a facsimile transmission if received on a business day between the hours of 9:00 a.m. and 5:00 p.m., local time, or on the next business day if received after that time, in each case provided that an automatic machine confirmation indicating the time of receipt is generated.

This Agreement is not assignable by a party without the prior written consent of the other party. Any attempted assignment without such consent shall be void ab initio and of no force or effect. This Agreement shall be binding upon and inure to the benefit of each party, and their respective successors and permitted assigns.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect or render invalid, illegal or unenforceable any other provision of this Agreement and to the fullest extent permitted by applicable law, such provision will be valid, legal and fully enforceable, and such invalid, illegal or unenforceable provision shall be amended in a manner that such provision will be valid, legal and fully enforceable. It is the intent of the parties hereto that each and every provision of this Agreement shall be enforced to the maximum extent permitted by applicable law.

This Agreement sets forth the entire understanding and agreement between ARCH BVI and Capital Ally with respect to the subject matter hereof and its supersedes all prior and/or contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter, all of which are merged herein. This Agreement may not be modified, released, discharged, abandoned or otherwise amended, in whole or in part, except by a written instrument, executed by ARCH BVI and Capital Ally.

This Agreement may be executed in any number of counterparts, each of which when executed shall be deemed to be an original, but all of which, when together, shall constitute one and the same document. This Agreement may be executed by facsimile signature which shall constitute a valid and binding signature for the purposes hereof.

IN WITNESS WHEREOF, each of ARCH BVI and Capital Ally has executed this Agreement as of the day and year above first written.


ARCH DIGITAL HOLDINGS LIMITED

By:		/s/ Clement Kwong
Name:		Clement Kwong
Title:		Director
Address:

Fax:

CAPITAL ALLY INVESTMENTS LIMITED

By:		/s/ Samuel Kong
Name:		Samuel Kong
Title:		Director
Address:

Fax:

Acknowledged and Agreed with respect to Section 4 only:

/s/ Samuel Kong
Samuel Kong
Address:

Fax:

/s/ Clement Kwong
Clement Kwong
Address:

Fax:

-----END PRIVACY-ENHANCED MESSAGE-----