Schedule 13G Amendment No. 1

-----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, Baw41+UNxMmvuJdSvLzE+jwQBSrHOnDf+ZyomDsPp3BjtbW677nEGL7o21ji4mPw QnjTTJm5VG3yX9gggFIlxA== 0001193125-08-028638.txt : 20080213 0001193125-08-028638.hdr.sgml : 20080213 20080213100023 ACCESSION NUMBER: 0001193125-08-028638 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080213 DATE AS OF CHANGE: 20080213 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82273 FILM NUMBER: 08601264 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: High Capital Funding, LLC CENTRAL INDEX KEY: 0001383024 IRS NUMBER: 133921591 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 333 SANDY SPRINGS CIRCLE STREET 2: SUITE 230 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 404-257-9150 MAIL ADDRESS: STREET 1: 333 SANDY SPRINGS CIRCLE STREET 2: SUITE 230 CITY: ATLANTA STATE: GA ZIP: 30328 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 Schedule 13G Amendment No. 1


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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. 1)*

Middle Kingdom Alliance Corp.

(Name of Issuer)

Common Stock, $.001 par value

(Title of Class of Securities)

595750 10 0

(CUSIP Number)

December 31, 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:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x 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).


CUSIP No. 595750 10 0		13G		Page 2 of 5 pages


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON High Capital Funding, LLC 13- 3921591
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBERS OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5 SOLE VOTING POWER 342,277
		6 SHARED VOTING POWER 0
		7 SOLE DISPOSITIVE POWER 342,277
		8 SHARED DISPOSITIVE POWER 0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 342,277
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.1%
12	TYPE OF REPORTING PERSON (See Instructions) CO

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SCHEDULE 13G

Item 1.

(a).

Name of Issuer:

Middle Kingdom Alliance Corp.

(b).

Address of Issuer’s Principal Executive Offices:

333 Sandy Springs Circle, Suite 223

Atlanta, Georgia 30328

Item 2.

(a)

Name of Person Filing:

High Capital Funding, LLC

(b)

Address of Principal Business Office or, if None, Residence:

333 Sandy Springs Circle, Suite 230, Atlanta, GA 30328

(c)

Citizenship:

High Capital Funding, LLC is organized pursuant to the laws of the State of Delaware

(d)

Title of Class of Securities:

Common Stock, $.001 par value

(e)

CUSIP Number:

595750 10 0

Item 3.

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.

	(a)	Amount beneficially owned: 342,277 shares of common stock.

		This amount does not include 20,765 shares of common stock held by David A. Rapaport or 20,783 shares of common stock held by Fred A. Brasch. David A. Rapaport, Fred A. Brasch and Frank E. Hart jointly have voting and dispositive power over the securities held by High Capital Funding, LLC.

	(b)	Percent of class: 7.1%

		This amount is based on the number of shares of common stock outstanding, assuming the conversion of the Issuer’s outstanding Class B common stock into common stock. The amount does not include shares of common stock underlying Class A and Class B warrants.

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

		(i)	Sole power to vote or to direct the vote:

			342,277 shares of common stock

		(ii)	Shared power to vote or to direct the vote:

			0

		(iii)	Sole power to dispose or to direct the disposition of:

			342,277 shares of common stock

		(iv)	Shared power to dispose or to direct the disposition of:

			0

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.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

	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.	Certifications

	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 being 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 being held in connection with or as a participant in any transaction having that purpose or effect.

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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.


February 13, 2008
(Date)

High Capital Funding, LLC

By:		Profit Concepts, Ltd.,
		its Manager

By:		/s/ David A. Rapaport
Name:		David A. Rapaport
Title:		Executive Vice President & General Counsel

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