Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)
CHINA INTELLIGENT LIGHTING
AND ELECTRONICS, INC.
(Name of
Issuer)
Common Stock, $.0001 par
value per share
(Title of
Class of Securities)
16890G
103
(CUSIP
Number)
Richard
Rappaport
1900
Avenue of the Stars, Suite 310
Los
Angeles, CA 90067
(310) 843-9300
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
January 19,
2011
(Date of
Event which Requires Filing of this Statement)
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 Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. o
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Section 240.13d-7 for
other parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The
information required on 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, as amended (“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.
16890G 103
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1
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Name
of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities
only) |
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Richard Rappaport |
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2
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
o
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(b)
o
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3
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SEC
Use Only
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4
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Source
of Funds (See Instructions)
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OO
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5
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
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o
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6
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Citizenship
or Place of Organization
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U.S.A.
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7
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Sole
Voting Power
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1,398,229(1) |
Number
of
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8
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Shared
Voting Power
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Shares
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Beneficially
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0 |
Owned
by
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9
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Sole
Dispositive Power
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Each
Reporting
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Person
With
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1,398,229(1) |
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10
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Shared
Dispositive Power
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0 |
11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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1,398,229(1) |
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12
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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o
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13
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Percent
of Class Represented by Amount in Row (11)
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10.2%(2) |
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14
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Type
of Reporting Person (See Instructions)
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IN |
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(1) Consists
of (i) 407,443 shares of Common Stock owned by Mr. Rappaport; (ii) 54,375 shares
of Common Stock owned by the Amanda Rappaport Trust, of which Mr. Rappaport is
Trustee and may be deemed the indirect beneficial owner of such shares since he
has sole voting and investment control over the shares; (iii) 54,375 shares of
Common Stock owned by the Kailey Rappaport Trust, of which Mr. Rappaport is
Trustee and may be deemed the indirect beneficial owner of such shares since he
has sole voting and investment control over the shares; and (iv) 882,036 shares
of Common Stock owned by WestPark Capital Financial Services, LLC, of which Mr.
Rappaport is Chief Executive Officer and Chairman and may be deemed the indirect
beneficial owner of such shares since he has sole voting and investment control
over the shares.
(2) Based
on 13,684,026 shares of Common Stock outstanding as of November 8,
2010.
CUSIP No.
16890G 103
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1
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Name
of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities
only) |
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WestPark Capital Financial Services, LLC |
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2
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
o
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(b)
o
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3
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SEC
Use Only
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4
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Source
of Funds (See Instructions)
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OO
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5
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
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o
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6
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Citizenship
or Place of Organization
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California
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7
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Sole
Voting Power
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882,036(1) |
Number
of
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8
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Shared
Voting Power
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Shares
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Beneficially
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0 |
Owned
by
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9
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Sole
Dispositive Power
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Each
Reporting
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Person
With
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882,036(1) |
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10
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Shared
Dispositive Power
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0 |
11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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882,036
(1) |
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12
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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o
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13
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Percent
of Class Represented by Amount in Row (11)
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6.4%(2) |
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14
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Type
of Reporting Person (See Instructions)
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OO |
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(1) Consists
of 882,036 shares of Common Stock owned by WestPark Capital Financial Services,
LLC, of which Mr. Rappaport is Chief Executive Officer and Chairman and may be
deemed the indirect beneficial owner of such shares and warrant since he has
sole voting and investment control over the shares and warrant.
(2) Based
on 13,684,026 shares of Common Stock outstanding as of November 8,
2010.
Amendment
No. 3 to Schedule 13D
This Amendment No. 3, dated January 19,
2011, to Schedule 13D is filed on behalf of Richard Rappaport and WestPark
Capital Financial Services, LLC (together the "Reporting Persons"), and amends
that certain Schedule 13D as previously filed by Mr. Rappaport with the
Securities and Exchange Commission on March 17, 2008 (the “Original 13D”), as
amended on January 21, 2010 (“Amendment No. 1” and as amended on August 31, 2010
("Amendment No. 2"), nd together with the Original 13D, the “Schedule 13D”)
relating to the common stock, $.0001 par value per share (the “Common Stock”),
of China Intelligent Lighting and Electronics, Inc. (formerly known as SRKP 22,
Inc.) (the “Issuer” or “Company”), a Delaware corporation. This
Amendment No. 3 is being filed to report a material change in the percentage of
shares of Common Stock beneficially owned by the Reporting
Persons. The amounts of Common Stock owned by the Reporting Persons
disclosed in this Amendment No. 3 to Schedule 13D give effect to the 1-for-2
reverse stock split that became effective on May 12, 2010.
Items 3 and 5 of the Schedule 13D are
hereby amended and restated as follows:
Item
3. Source and Amount of Funds or Other
Consideration.
As more fully described in Item 5,
which is incorporated herein by reference, WestPark Capital Financial Services,
Inc. and Richard Rappaport engaged in the following transactions:
On January 19, 2010, WestPark Capital
Financial Services, LLC, of which Richard Rappaport is Chief Executive Officer
and Chairman, transferred 240,291 shares of Common Stock of the Company in
private transactions in exchange for services rendered, including 44,300 shares
of Common Stock being transferred to Mr. Rappaport.
Item
4. Purpose of Transaction
Item
5. Interest in Securities of the Issuer
(a) The Reporting Persons beneficially
own an aggregate of 1,398,229 shares of Common Stock, representing 10.2% of the
outstanding shares of Common Stock (based on the number of shares of Common
Stock of the Company as of November 8, 2010). The percentages used
herein and in the rest of Item 5 are calculated based upon 13,684,026 shares of
Common Stock issued and outstanding as of November 8, 2010.
(b) The Reporting Persons have the sole
right to vote and dispose of, or direct the disposition of, the 1,398,229 shares
of Common Stock beneficially owned by the Reporting Persons.
(c) The following transactions in the
shares of the Issuer’s Common Stock were effected since the filing of Amendment
No.2:
On January 19, 2010, WestPark Capital
Financial Services, LLC, of which Richard Rappaport is Chief Executive Officer
and Chairman, transferred 240,291 shares of Common Stock of the Company in
private transactions in exchange for services rendered, including 44,300 shares
of Common Stock being transferred to Mr. Rappaport.
(d) Other than the Reporting Persons,
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 1,398,229 shares
of Common Stock beneficially owned by the Reporting Persons.
(e) Not Applicable.
Item
7. Material to be Filed as Exhibits.
1. Joint
Filing Agreement attached hereto as Exhibit
A.
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.
Date: January
19, 2011
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RICHARD
RAPPAPORT |
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By:
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/s/ Richard
Rappaport |
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Richard
Rappaport |
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WESTPARK CAPITAL
FINANCIAL SERVICES |
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By:
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/s/ Richard
Rappaport |
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Richard
Rappaport, |
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Chief
Executive Officer |
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EXHIBIT
INDEX
1. Joint
Filing Agreement attached hereto as Exhibit
A.
EXHIBIT
A
Agreement
of Joint Filing
The undersigned hereby agree
that a single Schedule 13D (or any amendment thereto) relating to the Common
Stock of China Intelligent Lighting and Electronics, Inc. shall be filed on
behalf of each of the undersigned and that this Agreement shall be filed as an
exhibit to such Schedule 13D.
Date: January
19, 2011
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RICHARD
RAPPAPORT |
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By:
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/s/ Richard
Rappaport |
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Richard
Rappaport |
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WESTPARK CAPITAL
FINANCIAL SERVICES |
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By:
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/s/ Richard
Rappaport |
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Richard
Rappaport, |
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Chief
Executive Officer |
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