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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Pantheon China Acquisition Corporation

(Name of Issuer)

Warrants

(Title of Class of Securities)

698659117

(CUSIP Number)

February 9, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* 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 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).

Persons who 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.


CUSIP No.		698659117		Page		2		of		5


1	NAMES OF REPORTING PERSONS: Craig Samuels

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States of America

		5	SOLE VOTING POWER:

NUMBER OF			N/A

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			N/A

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			734,000

WITH:		8	SHARED DISPOSITIVE POWER:

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	734,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	5.4%⁽¹⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

(1) Based on 13,583,334 warrants outstanding.

CUSIP No. 698659117


Item 1(a):		Name of Issuer.

		Pantheon China Acquisition Corporation

Item 1(b):		Address of Issuer’s Principal Executive Offices.

		3106B, Office Tower A
		Beijing Fortune Plaza 7 Dongsanhuan Zhonglu
		Chaoyang District, Beijing 100020
		China

Item 2(a):		Name of Person Filing.

		This statement is filed by Craig Samuels (the “Reporting Person”).

Item 2(b):		Address of Principal Business Office or, if none, Residence.

		13990 Rancho Dorado Bend
		San Diego, California 92130

Item 2(c):		Citizenship.

		The Reporting Person is a citizen of the United States.

Item 2(d):		Title of Class of Securities.

		Warrants

Item 2(e):		CUSIP Number.

		698659117

Item 3:		If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

		Not Applicable

Item 4:		Ownership.

		See Items (5) - (9) and (11) of the cover page for the Reporting Person.

Item 5:		Ownership of Five Percent or Less of a Class.

		Not Applicable

Item 6:		Ownership of More than Five Percent on Behalf of Another Person.

		Not Applicable

Page 3 of 5 pages

CUSIP No. 698659117


Item 7:		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

		Not Applicable

Item 8:		Identification and Classification of Members of the Group.

		Not Applicable

Item 9:		Notice of Dissolution of Group.

		Not Applicable

Item 10:		Certification.

		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.

Page 4 of 5 pages

CUSIP No. 698659117

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


		Date: February 13, 2007


		/s/ Craig Samuels
		Craig Samuels

Page 5 of 5 pages