UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549





FORM
10-Q/A





x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
Quarterly Period Ended June 30, 2009


OR





 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
transition period from      to





Commission
File Number: 000-52358





FUNTALK
CHINA HOLDINGS LIMITED


(Exact
name of registrant as specified in its charter)





Cayman
      Islands(State
      or other jurisdiction of incorporation or
              N/Aorganization)
              (I.R.S
      Employer Identification No.)South
      3/F, Chang’An XingRong CenterNo.
      1 NaoShiKou Street,XiCheng
      District
              100031Beijing,
      China
              (Zip
      Code)(Address
      of principal executive offices)





8610-5832-5957


(Registrant’s
telephone number, including area code)





Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes  x    No   ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such
files).    Yes   ̈   No  
 ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large
      accelerated filer   ̈
                Accelerated
      filer  ̈Non-accelerated
      filer  ̈
                Smaller
      reporting company x(Do
      not check if a smaller reporting
company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).    Yes   ̈    No  
x





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the last practicable date. There were 48,988,493 ordinary shares of
the Company, par value of $0.001 each, outstanding as of November 30,
2009.





EXPLANATORY
NOTE





This
amendment on Form 10-Q/A amends the Quarterly Report on Form 10-Q for the
quarter ended June 30, 2009 (the “Original 10-Q”), filed with the Securities and
Exchange Commission on August 14, 2009, by Middle Kingdom Alliance Corp.
(“Middle Kingdom”), to correct the inadvertent inclusion of the signatures
of the former officers of Middle Kingdom. This amendment includes (i) signatures
of the officers of Funtalk China Holdings Limited (“PCHL”) on the Quarterly
Report on Form 10-Q and (ii) the certificates of PCHL’s chief executive
officer and chief financial officer pursuant to Section 302 and Section 906 of
the Sarbanes-Oxley Act of 2002 as Exhibits 31.1, 31.2, 32.1 and
32.2.





On July
9, 2009, Middle Kingdom and Pypo Digital Company Limited (“Pypo Cayman”)
consummated a business combination in two steps.  First, Middle
Kingdom merged into MK Arizona Corp. (“MK Arizona”), then a wholly owned Arizona
subsidiary of Middle Kingdom, with MK Arizona surviving the
merger.  Second, MK Arizona converted and continued its corporate
existence from Arizona to the Cayman Islands as PCHL.  PCHL then
purchased the issued and outstanding shares of Pypo Cayman from Pypo Cayman’s
shareholders in exchange for ordinary shares of PCHL.  As a result of
the share exchange, Pypo Cayman became a wholly owned subsidiary of PCHL and
Pypo’s former shareholders became holders of PCHL’s ordinary
shares.  After the consummation of the business combination, PCHL
assumed the reporting obligations of Middle Kingdom and MK Arizona under the
Securities Exchange Act of 1934, as amended.





Except as
described above, no other changes have been made to the Original 10-Q. This Form
10-Q/A continues to speak as of the original filing date of the Original
10-Q and, except as described above, does not modify or update any related
disclosures made in the Original 10-Q.





EXHIBITS





Exhibit No.
              
              Description31.1
              
              Rule
      13a-14(a)/15d-14(a) Certification of Chief Executive
    Officer.31.2
              
              Rule
      13a-14(a)/15d-14(a) Certification of Chief Financial
    Officer.32.1
              
              Section
      1350 Certification of Chief Executive Officer.32.2
              
              Section
      1350 Certification of Chief Financial
Officer.








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, thereunto
duly authorized.





FUNTALK
      CHINA HOLDINGS LIMITEDDecember
      10, 2009
                  By:
                  /s/
      Dongping FeiName:
      Dongping FeiTitle:
      Chief Executive OfficerDecember
      10, 2009
                  By:
                  /s/
      Kim Chuan (“Jackie”) LeongName:
      Kim Chuan (“Jackie”) LeongTitle:
      Chief Financial
Officer