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Microcap & Penny Stocks : GCHC GREATER CHINA CORP -- Ignore unavailable to you. Want to Upgrade?

To: anniebonny who wrote (727)	2/20/2008 6:04:27 PM
From: scion	Read Replies (1) \| Respond to of 858

SC 13D 1 l14070asc13d.htm GREATER CHINA CORPORATION SC 13D Greater China Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 39167H 10 9 (CUSIP Number) Gary S. Robinson Lieu dit La Vigerie 86400 St. Gaudent, France The Commission is also requested to send copies of any communications in connection with this matter to: Daniel R. Kinel, Esq. Laura J. Nicholson, Esq. Harter, Secrest & Emery LLP 1600 Bausch & Lomb Place Rochester, NY 14604 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 16, 2005 sec.gov Item 2. Identity and Background This Schedule 13D is being jointly filed by each of the following: Gary S. Robinson, Richard B. George, Ian C. Hatchell, Mukhtiar Singh Sohal, Simon M. Coates, Xufei Song, Manfred Unger and Martyn P. Booker (the “Filing Persons”). Gary S. Robinson (a) Name of person filing: Gary Steven Robinson (b) Residence or business address: Lieu dit La Vigerie, 86400 St. Gaudent, France (c) Present principle occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: None. (f) Citizenship: United Kingdom Richard B. George (a) Name of person filing: Richard Barrie George (b) Residence or business address: Bushywood Cottage, Wallage Lane, Rowfant, West Sussex, RH10 4NJ, United Kingdom (c) Present principle occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: Managing Director of Unigel Ltd., Room A 14/F, Nathan Tower, 518 Nathan Road, Kowloon, Hong Kong. Unigel Ltd. is a compounds manufacturer. (f) Citizenship: United Kingdom Ian C. Hatchell (a) Name of person filing: Ian Charles Hatchell (b) Residence or business address: Shenzhen Unigel Telecommunication Company Ltd., Unit F4-4 Chiwan Petroleum Supply Base, Shekou Industrial Zone, Shenzhen, Guangdong 518068, People’s Republic of China (c) Present principle occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: Assistant General Manager for Shenzhen Unigel Telecommunication Company Ltd., a manufacturer of compounds for cables. (f) Citizenship: United Kingdom Mukhtiar Singh Sohal (a) Name of person filing: Mukhtiar Singh Sohal (b) Residence or business address: Pigeon House, 52 London Road, Hurst Green, East Sussex, TN19 7QN, United Kingdom (c) Present principle occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: International sales manager and technical director of Shenzhen Unigel Telecommunication Company Ltd., Unit F4-4 Chiwan Petroleum Supply Base, Shekou Industrial Zone, Shenzhen, Guangdong 518068, People’s Republic of China. Shenzhen Unigel Telecommunication Company Ltd. is a manufacturer of compounds for cables. (f) Citizenship: United Kingdom Simon M. Coates (a) Name of person filing: Simon Mark Coates (b) Residence or business address: 3 The Knapp, West Street, Chickeral, Dorset, DT3 4NJ, United Kingdom (c) Present principle occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: None (f) Citizenship: United Kingdom Xufei Song (a) Name of person filing: Xufei Song (b) Residence or business address: 1003, 127 Wangjing Garden Beijing, People’s Republic of China (c) Present principle occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: None (f) Citizenship: People’s Republic of China Manfred Unger (a) Name of person filing: Manfred Unger (b) Residence or business address: 32 Quai Jean-Charles Rey MC98000 Monaco (c) Present principle occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: Asset Manager, Monaco Asset Management, SAM, 20 bd de Suisse, 98000 Monaco (f) Citizenship: Austria Martyn P. Booker (a) Name of person filing: Martyn Paul Booker (b) Residence or business address: 18, Manor Road, West Sussex, RH19 1LR, United Kingdom (c) Present principle occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: None (f) Citizenship United Kingdom (d) and (e): During the last five years, none of the Filing Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor have any such persons been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of violation of any such laws. Item 3. Source and Amount of Funds or Other Consideration Richard B. George, Gary S. Robinson, Ian C. Hatchell, Mukhtiar Singh-Sohal, Simon M. Coates, and Martyn P. Booker each obtained shares in the Issuer in connection with a share exchange agreement by and among The International Technology Group Ltd. (“ITG”), the ITG shareholders and the Issuer, dated September 30, 1997, as amended on March 27, 1998 (the “Share Exchange Agreement”). See Schedule 13D filed with the U.S. Securities and Exchange Commission on behalf of Gary S. Robinson, Richard B. George and Ian C. Hatchell on December 3, 1998. Xufei Song obtained 48,571 shares by resolution of the Board of Directors of the Issuer in connection with salary owed, and purchased additional shares with personal funds. Richard B. George, Ian C. Hatchell, Mukhtiar Singh-Sohal and Xufei Song obtained additional shares from the Issuer in September 2002 by resolution of the Board of Directors of the Issuer as a performance bonus. Manfred Unger’s shares in the Issuer were granted in connection with bridge loans made to the Issuer with working capital of Denmore Investments Limited (of which Mr. Unger is the sole director and shareholder, and which is the previous owner of certain of the shares now owned by Mr. Unger,), as loan fees, compensation for suspension of loan payments and as a result of the conversion of notes. Other shares owned by Mr. Unger were granted by the Issuer in connection with other loans made to the Issuer by Mr. Unger. Additional shares of the Issuer were purchased by Mr. Unger in the open market with personal funds of Mr. Unger. See Schedule 13G filed with the U.S. Securities Commission on behalf of Denmore Investments Limited and Mr. Unger on December 3, 1999 with respect to certain of the shares owned by Mr. Unger. Item 4. Purpose of Transaction The Filing Persons are filing this Schedule 13D in connection with their agreement to vote by Majority Written Consent, pursuant to Section 228 of the Delaware General Corporation Law and the By-laws of the Issuer, to expand the size of the Issuer’s Board of Directors to six members and to elect three new Directors to the Board of Directors in order to effectuate a change of control of the Issuer. Item 5. Interest in Securities of the Issuer (a) The aggregate number and percentage of the class of securities beneficially owned by each of the Filing Persons is set forth below. Note that the percentages provided below assume that 30,471,255 of the Issuer’s shares are outstanding, which is based on the information provided to the Filing Persons from the Issuer. The Issuer has not made required filings with the U.S. Securities and Exchange Commission since 1999. (i) Gary S. Robinson: 5,364,515 shares of common stock (17.6% of the Issuer’s outstanding shares) (ii) Richard B. George: 5,864,515 shares of common stock (19.3% of the Issuer’s outstanding shares) (iii) Ian C. Hatchell: 1,875,517 shares of common stock (6.2% of the Issuer’s outstanding shares) (iv) Mukhtiar Singh Sohal: 637,552 shares of common stock (2.1% of the Issuer’s outstanding shares) (v) Simon M. Coates: 137,552 shares of common stock (0.5% of the Issuer’s outstanding shares) (vi) Xufei Song: 595,871 shares of common stock (2.0% of the Issuer’s outstanding shares) (vii) Manfred Unger: 1,782,811 shares of common stock (5.9% of the Issuer’s outstanding shares) (viii) Martyn P. Booker: 137,552 shares of common stock (0.5% of the Issuer’s outstanding shares) The aggregate holdings of the Filing Persons in shares of common stock of the Issuer is 16,395,885 shares (53.8% of the Issuer’s outstanding shares). (b) Each Filing Person has sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of, the shares that it owns. (c) Transactions in the securities effected during the past sixty days: Except for Manfred Unger, none of the Filing Persons has effected any transactions in the securities of the Issuer during the past sixty days. Mr. Unger purchased 90,000 shares in the open market in the past sixty days using his personal funds. On March 15, March 16, March 28, March 31, April 4, April 13, April 14, April 18, April 20, and April 22, 2005, Mr. Unger purchased 2,000, 35,000, 15,000, 6,600, 500, 1,000, 4,000, 4,500, 19,336 and 2,064 shares, respectively, of the Issuer for a price of $0.35 per share. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by any of the Filing Persons. (e) The date on which the Filing Persons ceased to be beneficial owners of more than five percent of the class of securities: Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The Filing Persons have an oral agreement to vote by Majority Written Consent, pursuant to Section 228 of the Delaware General Corporation Law and the By-laws of the Issuer, to expand the size of the Issuer’s Board of Directors to six members and to elect three new Directors to the Board of Directors in order to effectuate a change of control of the Issuer. See also Item 3 herein regarding the Share Exchange Agreement filed with the Schedule 13D previously filed by certain of the Filing Persons. sec.gov

To: anniebonny who wrote (727)	2/20/2008 6:28:42 PM
From: scion	Respond to of 858

FORM 8-K sec.gov CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 January 31, 2006 ----------------------------------------------------------------------- Date of Report (Date of earliest event reported) GREATER CHINA CORPORATION ----------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-15937 223057451 ----------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer File of incorporation) Identification No.) Number): One Rockefeller Plaza, Suite 1010 New York, NY 10020 ----------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (212) 765-4547 ----------------------------------------------------------------------- (Registrant's telephone number, including area code) ----------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) INFORMATION TO BE INCLUDED IN THE REPORT Item 2.01 Completion of Acquisition or Disposition of Assets. If the registrant or any of its majority-owned subsidiaries has completed the acquisition or disposition of a significant amount of assets, otherwise than in the ordinary course of business, disclose the following information: (a) the date of completion of the transaction: January 31, 2006 (b) a brief description of the assets involved: Wholly- owned subsidiary of the Registrant, Unigel Limited ("Unigel") , a Hong Kong company. Unigel owns sixty percent (60%) of Shenzhen Unigel Telecommunications Co., Ltd. ("SUTCO"), a joint venture organization under the laws of the Republic of China. (c) the identity of the person(s) from whom the assets were acquired or to whom they were sold and the nature of any material relationship, other than in respect of the transaction, between such person(s) and the registrant or any of its affiliates, or any director or officer of the registrant, or any associate of any such director or officer: Pursuant to a Corporate Settlement and Separation Agreement, effective as of December 31, 2005, the Registrant agreed to transfer all the outstanding stock of Unigel owned by it to certain stockholders and Directors of the Registrant who had been the former owners of Unigel. These Directors thereupon resigned as Directors and Officers as part of the transaction. (d) the nature and amount of consideration given or received for the assets and, if any material relationship is disclosed pursuant to paragraph (c) of this Item 2.01, the formula or principle followed in determining the amount of such consideration: Unigel stock was transferred in exchange for the surrender and cancellation of 17,546,067 shares of Common Stock of the Registrant, being all the stock owned by the stockholders and Directors and assumption of $2.8 million of liabilities of the Registrant associated with Unigel as well as an agreement to pay up to $60,000 of the costs of completing the transaction including audit and filing fees and expenses. Item 3.02 Unregistered Sales of Equity Securities. (a) If the registrant sells equity securities in a transaction that is not registered under the Securities Act, furnish the information set forth in paragraphs (a) and (c) through (e) of Item 701 of Regulation S-K or Regulation S-B, as applicable (17 CFR 229.701(a) and (c) through (e) and 228.701(a) and (c) through (e), respectively). For purposes of determining the required filing date for the Form 8-K under this Item 3.02(a), the registrant has no obligation to disclose information under this Item 3.02 until the registrant enters into an agreement enforceable against the registrant, whether or not subject to conditions, under which the equity securities are to be sold. If there is no such agreement, the registrant must provide the disclosure within four business days after the occurrence of the closing or settlement of the transaction or arrangement under which the equity securities are to be sold. The date, title and amount of securities sold: January 31, 2006, Common Stock, 8,375,455 c. For securities sold for cash, the total offering price and the total underwriting discounts or commissions. For securities sold other than for cash, describe the transaction and the type and amount of consideration received by the small business issuer: All securities were issued in negotiated transactions either (i) in cancellation of prior indebtedness of the issuer or (ii) for services rendered or to be rendered. d. The section of the Securities Act or the rule of the Commission under which the small business issuer claimed exemption from registration and the facts relied upon to make the exemption available: Section 4(2) of the Securities Act of 1933. No general solicitation or advertising was employed in connection with these transactions and each stockholder had a pre- existing relationship with the issuer, either as a creditor or as a service provider. e. If the information called for by this paragraph (e) is being presented on Form 8-K, Form 10-QSB, Form 10-Q, Form 10-KSB or Form 10-K under the Exchange Act, and where the securities sold by the registrant are convertible or exchangeable into equity securities, or are warrants or options representing equity securities, disclose the terms of conversion or exercise of the securities: The securities are not convertible. Item 5.01 Changes in Control of Registrant. (a) If, to the knowledge of the registrant's board of directors, a committee of the board of directors or authorized officer or officers of the registrant, a change in control of the registrant has occurred, furnish the following information: (1) the identity of the person(s) who acquired such control: Please refer to Item 2.01 above. Remaining majority stockholders and Directors of the Registrant acquired operating control of the Registrant as a result of resignations of the following individual officers and Directors: Gary S. Robinson, Richard B. George, Ian C. Hatchell and Manfred Unger. John K. Steinbeck, previously Treasurer and CFO of the Registrant, passed away. (2) the date and a description of the transaction(s) which resulted in the change in control: Item 2.01 above. (3) the basis of the control, including the percentage of voting securities of the registrant now beneficially owned directly or indirectly by the person(s) who acquired control: Present officers and Directors and their associates now own a majority of the shares of Common stock of the Company. (4) the amount of the consideration used by such person(s): See Item 2.01 above. (5) the source(s) of funds used by the person(s), unless all or any part of the consideration used is a loan made in the ordinary course of business by a bank as defined by Section 3(a)(6) of the Act, in which case the identity of such bank may be omitted provided the person who acquired control: No funds were used. See Item 2.01 above. (6) the identity of the person(s) from whom control was assumed: See (1) above. (7) any arrangements or understandings among members of both the former and new control groups and their associates with respect to election of directors or other matters: See Item 2.01. Departing stockholders and Directors agreed to resign and remaining Directors elected the new Board. (b) Furnish the information required by Item 403(c) of Regulation S-K (17 CFR 229.403(c)) or Item 403(c) of Regulation S B (17 CFR 228.403(c)), as applicable: None Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. (b) If the registrant's principal executive officer, president, principal financial officer, principal accounting officer, principal operating officer or any person performing similar functions retires, resigns or is terminated from that position, or if a director retires, resigns, is removed, or refuses to stand for re-election (except in circumstances described in paragraph (a) of this Item 5.02), disclose the fact that the event has occurred and the date of the event: See Item 2.01 above (c) If the registrant appoints a new principal executive officer, president, principal financial officer, principal accounting officer, principal operating officer or person performing similar functions, disclose the following information with respect to the newly appointed officer: (1) the name and position of the newly appointed officer and the date of the appointment; Alvin Rosen, Principal Financial Officer (2) the information required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K (17 CFR 229.401(b), (d), (e) and 229.404(a)), or, in the case of a small business issuer, Items 401(a)(4), (a)(5), (c), and Items 404(a) and (b) of Regulation S-B (17 CFR 228.401(a)(4), (a)(5), (c), and 228.404(a) and (b), respectively); Mr. Rosen's business experience over the last 5 years has been as a CPA keeping the books and records of the Company. He has no directorships with other public companies, nor has any family member had any business dealings with the Company during the last 2 years. (3) a brief description of the material terms of any employment agreement between the registrant and that officer. There is no employment agreement. Instruction to paragraph (c). ----------------------------- If the registrant intends to make a public announcement of the appointment other than by means of a report on Form 8-K, the registrant may delay filing the Form 8-K containing the disclosures required by this Item 5.02(c) until the day on which the registrant otherwise makes public announcement of the appointment of such officer. (d) If the registrant elects a new director, except by a vote of security holders at an annual meeting or special meeting convened for such purpose, disclose the following information: (1) the name of the newly elected director and the date of election; William Knight, Robert McGrath, Jr. and Mark Young, all appointed to fill the vacancies from departing Directors. See Item 5.01 above. (2) a brief description of any arrangement or understanding between the new director and any other persons, naming such persons, pursuant to which such director was selected as a director; There are no employment agreements with any of the new Directors. (3) the committees of the board of directors to which the new director has been, or at the time of this disclosure is expected to be, named; All new Directors are members of the Audit, Compensation and Corporate Governance Committees. (4) the information required by Item 404(a) of Regulation S- K or Item 404(a) of Regulation S-B, as applicable (17 CFR 229.404(a) or 228.404(a), respectively). For the last five years Mr. William Knight has served as an Investment Advisor based in the UK and has served on the Boards of various international investment funds. For the past five years Mr. Robert McGrath, Jr. has served as a business consultant and Mr. Mark Young has served as a business and investment advisor. Neither individual has held a directorship with other public companies. No family member of any of the Directors has had any business dealings with the Company for the last two years. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GREATER CHINA CORPORATION (Registrant) Date: July 28, 2006 By: /s/John W. Allen ------------------------- John W. Allen, President sec.gov