Unassociated Document
UNITED
STATES
SECURITIES
& EXCHANGE COMMISSION
Washington,
D.C. 20549
----------------------
SCHEDULE
13G*
Under
the Securities Exchange Act of 1934
Great China Mania Holdings,
Inc.
(Name of
Issuer)
Common Stock, par value
$0.01
(Title of
Class of Securities)
39030A109
(CUSIP
Number)
May 30,
2011
(Date of
event which requires filing of this statement)
Check the
appropriate box to designate the rule pursuant to which this
Schedule
13G is filed:
|
o
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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o
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Rule
13d-1(d)
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*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 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 purposes 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).
Persons
who are to respond to the collection of information contained in
this
form are
not required to respond unless the form displays a currently valid
OMB
control number. SEC 1745 (12-02)
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(1) NAMES
OF REPORTING PERSONS
Jian
Ke
1200
Abernathy Road, Suite 1700
Atlanta
GA 30328
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(2) CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) x
(b) o
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(3) SEC
USE ONLY
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(4) CITIZENSHIP
OR PLACE OF ORGANIZATION: US
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
(5) SOLE
VOTING POWER 2,000,000
(6) SHARED
VOTING POWER 0
(7) SOLE
DISPOSITIVE POWER 2,000,000
(8) SHARED
DISPOSITIVE POWER 0
(9) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,000,000
(10) CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
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(11) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 8.1%
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(12) TYPE
OF REPORTING PERSON **: IN
-----------------------------------------------------------------------------
----------------------------------------------------------------------------
(2) NAMES
OF REPORTING PERSONS:
Everest
Media Group, Inc.
1200
Abernathy Road, Suite 1700
Atlanta
GA 30328
I.R.S.
IDENTIFICATION NO.
OF ABOVE
PERSONS (ENTITIES ONLY): 20-1518047
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(2) CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) x
(b) o
-----------------------------------------------------------------------------
(3) SEC
USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP
OR PLACE OF ORGANIZATION: Nevada, United States
-----------------------------------------------------------------------------
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
(5) SOLE
VOTING POWER 500,000
(6) SHARED
VOTING POWER 0
(7) SOLE
DISPOSITIVE POWER 500,000
(8) SHARED
DISPOSITIVE POWER 0
(9) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 500,000
(10) CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
-----------------------------------------------------------------------------
(11) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 2.02%
-----------------------------------------------------------------------------
(12) TYPE
OF REPORTING PERSON **: CO.
-----------------------------------------------------------------------------
Item
1(a). Name of Issuer:
Great
China Mania Holdings, Inc. (the "Issuer").
Item
1(b). Address of Issuer's Principal Executive
Offices:
203
Hankow Center, 5-15 Hankow Road, Tsimshatsui, Kowloon, Hong Kong
Item
2(a). Name of Person Filing:
Mr. Jian
Ke, an individual, and Everest Media Group, Inc., a corporation.
Item
2(b). Address of Principal Business Office or, if
None, Residence:
1200
Abernathy Road, Suite 1700, Atlanta GA 30328
Item
2(c). Citizenship:
Mr. Jian
Ke – United States of America
Everest
Media Group, Inc. – Nevada, Unites States
Item
2(d). Title of Class of Securities:
Common
Stock, par value $0. 01 per share (the "Common Stock")
Item
2(e). CUSIP Number:
39030A109
Item
3. If this statement is filed pursuant to Section 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.
Jian Ke
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(a)
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Amount beneficially
owned: 2,000,000 shares (includes 500,000 shares owned by Everest
Media Group, Inc. as Mr. Ke is the majority shareholder of this
entity).
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(b)
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Percent of class: 8.1%
(1)
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(c)
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Number of shares as to which
the person has:
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(i)
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Sole
power to vote or to direct the vote:
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2,000,000
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(ii)
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Shared
power to vote or to direct the vote:
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0
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(iii) |
Sole
power to dispose or to direct the disposition of: |
2,000,000 |
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(iv) |
Shared
power to dispose or to direct the disposition of: |
0 |
Everest Media Group,
Inc.
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(a)
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Amount beneficially
owned: 500,000 shares.
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(b)
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Percent of class: 2.02%
(1).
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(c)
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Number of shares as to which
the person has:
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(i)
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Sole
power to vote or to direct the vote:
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500,000
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(ii)
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Shared
power to vote or to direct the vote:
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0
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(iii)
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Sole
power to dispose or to direct the disposition of:
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500,000
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(iv)
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Shared
power to dispose or to direct the disposition of:
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0
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(1) Percentage
ownership is based on 24,676,000 shares issued and outstanding as of May 16,
2011, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with
the SEC on August 22, 2011. The calculation of the percentage
ownership was made pursuant to Rule 13d-3 of the Securities Exchange Act of
1934, as amended.
Item
5-9.
Not
applicable.
Item
10. Certification.
The
following certification shall be included if the statement is filed pursuant to
Section 240.13d-1(c):
By signing below I certify that, to
the best of my knowledge and belief, the securities referred to above 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, other than activities solely in connection with a
nomination under §240.14a-11 [X]
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.
DATED: August
31, 2011
Jian
Ke
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By:
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/s/ Jian Ke
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Name:
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Jian
Ke, in his individual capacity
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Everest
Media Group, Inc.
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By:
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/s/ Jian Ke
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Name:
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Jian
Ke
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Title:
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Chief
Executive Officer
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The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative
other than an executive officer or general partner of the filing person,
evidence of the representative's authority to sign on behalf of such person
shall be filed with the statement, provided, however, that a power of attorney
for this purpose which is already on file with
the Commission may be incorporated by reference. The name and any title of each
person who signs the statement shall be typed or printed beneath his
signature.
NOTE:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Section 240.13d-7 for other parties
for whom copies are to be sent.
Attention: Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001)
EXHIBIT
INDEX
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EXHIBIT REFERENCE
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DESCRIPTION
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A
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Agreement
to Jointly File Schedule 13G
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EXHIBIT
A
AGREEMENT
TO JOINTLY FILE SCHEDULE 13G
AGREEMENT dated as of August 31,
2011, by and between Jian Ke and Everest Media Group, Inc. (collectively, the
“Reporting Persons”).
WHEREAS, pursuant to paragraph
(k) of Rule 13d-1 promulgated under Subsection 13(d)(1) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), the Reporting Persons
hereto have decided to satisfy their filing obligations under the Exchange Act
by a single joint filing:
NOW, THEREFORE, the Reporting
Persons hereby agree as follows:
1. The
Schedule 13G with respect to Great China Mania Holdings, Inc.’s to which this is
attached as Exhibit A, is filed on behalf of each of the Reporting
Persons.
2. Each
Reporting Person is responsible for the completeness and accuracy of the
information concerning such Reporting Person contained therein.
IN WITNESS WHEREOF, the
undersigned hereunto set their hands as of the date first above
written.
Jian
Ke
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By:
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/s/ Jian Ke
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Name:
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Jian
Ke, in his individual capacity
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Everest
Media Group, Inc.
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By:
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/s/ Jian Ke
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Name:
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Jian
Ke
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Title:
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Chief
Executive Officer
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7