GCME 13D JIANPING ZHANG - FEB 01 07
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Amendment
No. 1
(Rule
13d-1)
Greater
China Media and Entertainment Corp.
(Name
of
Issuer)
Common
Stock,
$.00001 par value
(Title
of
Class of Securities)
39167U100
(CUSIP
Number)
Zhang,
Jian Ping
1026
Tuxedo Drive
Port
Moody, British Columbia, Canada V3H 1L4
(604)
685-3791
(Name,
Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January
30, 2007
(Date
of
Event Which Requires Filing of This Statement)
Copies
To:
Harold
H.
Martin, Esq.
Martin
& Pritchett, P.A.
17115
Kenton Drive, Suite 202A
Cornelius,
North Carolina 28031
Tel:
(704) 584-0268
Fax:
(704) 895-1528
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box.
1
|
NAMES
OF REPORTING PERSONS
IRS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Zhang,
Jian Ping
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
N/A
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d)
OR 2(e)
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Canadian
|
7.
|
SOLE
VOTING POWER 2,000,000
|
8.
|
SHARED
VOTING POWER 0
|
9.
|
SOLE
DISPOSITIVE POWER 2,000,000
|
10.
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.95%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
Item
1. Security
and Issuer.
This
Statement on Schedule 13D relates to shares of common stock, $.00001 par value
(the "Common Stock"), of Greater China Media and Entertainment Corp., a Nevada
corporation (the "Issuer"), whose principal executive offices are located at
10th
Floor,
Building A, Tongyongguoji Center, No 3 Jianguomenwai Road, Chaoyang District,
Beijing, People's Republic of China. There were 20,100,000 issued and
outstanding shares of the Issuer's Common Stock as of Deceember 29, 2006. The
Reporting Person is a citizen and resident of Port Moody, British Columbia,
Canada, and is the beneficial owner of 2,000,000 shares of the Issuer's Common
Stock, representing 9.95% of the Issuer's issued and outstanding shares of
Common Stock.
Item
2. Identity
and Background.
|
a.
|
The
name of the Reporting Person is Zhang, Jian
Ping.
|
|
b.
|
The
business address of Mr. Zhang is 1026 Tuxedo Drive, Port Moody, British
Columbia, Canada V3H 1L4.
|
|
c.
|
Mr.
Zhang's principal business is acting as a former President and Director
of, and a current shareholder of the Issuer, and his principal address
is
as set forth above.
|
|
d.
|
During
the past five years, Mr. Zhang has not been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
|
|
e.
|
During
the past five years, Mr. Zhang has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as
a result
of which proceeding he 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.
|
|
f.
|
Mr.
Zhang is a citizen of Canada.
|
Item
3. Source
and Amount of Funds or Other Consideration.
Not
applicable.
Item
4. Purpose
of Transaction.
The
purpose of the transactions described herein is for Mr. Zhang to sell 7,000,000
of his 9,000,000 restricted common shares of the Issuer in transactions that
are
exempt from registration under the Securities Act of 1933, as amended, pursuant
to Regulation S, for an aggregate consideration of US$7,000. Each of the seven
purchasers are residents of the People's Republic of China, and have signed
Offshore Stock Purchase Agreements, copies of which are attached as exhibits
hereto pursuant to the instructions set forth in Item 7.
Mr.
Zhang
plans to continue to hold his 2,000,000 shares for investment purposes, and
he
has no plans or proposals that relate to or would result in any of the events
set forth in Item 4(a) through (j).
Item
5. Interest
in Securities of the Issuer.
a. At
present, the Issuer has issued and outstanding 20,100,000 shares of Common
Stock, of which Mr. Zhang beneficially owns 2,000,000 shares of Common Stock
.
Mr. Zhang is not part of a group within the meaning of Section 13(d)(3) of
the
Act.
b. The
following table indicates the number of shares as to which Mr. Zhang has sole
power to vote or to direct the vote, shared power to vote or to direct the
vote,
sole power to dispose or to direct the disposition, or shared power to dispose
or to direct the disposition.
Sole
Voting
Power
Name
of Person Number
of Shares Percent
Outstanding
Zhang,
Jian Ping 2,000,000 9.95%
Shared
Voting
Power
Name
of Person Number
of Shares Percent
Outstanding
Zhang,
Jian Ping 0 0%
Sole
Dispositive
Power
Name
of Person Number
of Shares Percent
Outstanding
Zhang,
Jian Ping 2,000,000 9.95%
Shared
Dispositive
Power
Name
of Person Number
of Shares Percent
Outstanding
Zhang,
Jian Ping 0 0%
Item
6. Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of
the
Issuer.
Attached
as Exhibits 10.1 to 10.7 hereto are copies of the Offshore Stock Purchase
Agreements pursuant to which Zhang, Jian Ping sold 1,000,000 shares of Common
Stock of the Issuer to each of seven purchasers, as follows: Ding, Li Na, Feng,
Zi Jia, Li, Tie Jun, Luo, Xiao Qi, Teng, Ze Yong, Wang, He and Xu, Chao, all
acquaintances of Mr. Zhang and residents of the People's Republic of China.
.
Item
7. Material
to be Filed as Exhibits.
EXHIBIT
INDEX
Exhibit
No Description
of Exhibit .
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.
ZHANG,
JIAN PING.
|
|
|
|
|
|
|
|
Date: February
2, 2007 |
By: |
/s/ Zhang,
Jian Ping |
|
Zhang, Jian Ping |
|
Title:
Former President and Director of the
Issuer |