Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)
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)
June 23,
2010
(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.
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
1. Names
of Reporting
Persons. Richard
Rappaport
I.R.S. Identification Nos. of above
persons (entities only)
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(b)
o
4.
|
Source
of Funds (See Instructions)
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
|
6.
|
Citizenship
or Place of Organization
|
U.S.A.
|
|
|
|
Number
of
|
7.
|
Sole
Voting
Power 1,594,220(1)
|
Shares
Beneficially
|
8.
|
Shared
Voting
Power 0
|
Owned
by Each
|
9.
|
Sole
Dispositive Power 1,594,220
(1)
|
Reporting
Person With:
|
10.
|
Shared
Dispositive Power
0
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person1,594,220
(1)
|
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13. Percent
of Class Represented by Amount in Row (11) 11.7%(2)
14. Type
of Reporting Person (See Instructions)
IN
(1) Consists
of (i) 363,143 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) 1,122,327
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 August 19,
2010.
CUSIP No.
16890G 103
1. Names
of Reporting
Persons. WestPark
Capital Financial Services, LLC
I.R.S. Identification Nos. of above
persons (entities only)
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
4.
|
Source
of Funds (See Instructions)
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
|
6.
|
Citizenship
or Place of Organization
|
California
|
Number
of
|
7.
|
Sole
Voting
Power
1,122,327(1)
|
Shares
Beneficially
|
8.
|
Shared
Voting
Power 0
|
Owned
by Each
|
9.
|
Sole
Dispositive Power 1,122,327
(1)
|
Reporting
Person With:
|
10.
|
Shared
Dispositive Power
0
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person1,122,327
(1)
|
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13. Percent
of Class Represented by Amount in Row (11) 8.2%(2)
14. Type
of Reporting Person (See Instructions)
OO
(1) Consists
of 1,122,327 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 August 19,
2010.
Amendment
No. 2 to Schedule 13D
This Amendment No. 2, dated August 31,
2010, 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
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. 2 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. 2 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 made the following purchases:
On August 13, 2010, Richard Rappaport
exercised his warrants to purchase 46,457 shares of Common Stock. An
aggregate of 46,453 shares of Common Stock were issued pursuant to a cashless
exercise of these warrants. On August 13, 2010, the Amanda Rappaport
Trust and the Kailey Rappaport Trust each exercised warrants to purchase 13,066
shares of Common Stock. An aggregate of 13,065 shares of Common Stock
were issued to each trust pursuant to a cashless exercise of these
warrants. Mr. Rappaport serves as the sole Trustee of the Amanda
Rappaport Trust and the Kailey Rappaport Trust. He may be deemed indirect
beneficial owner of these securities since he has sole voting and investment
control over the shares of Common Stocks pursuant to the exercise of
warrants.
From June 21 through July 7, 2010,
Richard Rappaport purchased on the open market an aggregate of 179,810 shares of
Common Stock for an aggregate purchase price of $520,891. The source
of funding for these purchases was personal funds.
Item
4. Purpose of Transaction
Item
5. Interest in Securities of the Issuer
(a) The Reporting Persons beneficially
own an aggregate of 1,594,220 shares of Common Stock, representing 11.7% of the
outstanding shares of Common Stock (based on the number of shares of Common
Stock of the Company as of August 19, 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 August 19, 2010.
(b) The Reporting Persons have the sole
right to vote and dispose of, or direct the disposition of, the 1,594,220 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.1:
On June
21, 2010, Richard Rappaport purchased 9,500 shares of Common Stock at
approximately $2.93 per share for a total of $27,834 on the open
market.
On June
22, 2010, Richard Rappaport purchased 157,410 shares of Common Stock at
approximately $2.89 per share for a total of $455,065 on the open
market.
On June
23, 2010, Richard Rappaport purchased 5,500 shares of Common Stock at
approximately $2.89 per share for a total of $15,910 on the open
market.
On June
23, 2010, in connection with the closing of the public offering, WestPark
Capital Financial Services, LLC, of which Richard Rappaport is Chief Executive
Officer and Chairman, canceled warrants to purchase 350,000 shares of Common
Stock at an exercise price of $0.0002 per share. Neither Richard Rappaport nor
WestPark LLC received any cash consideration for the cancellation of
warrants.
On June
24, 2010, Richard Rappaport purchased 6,500 shares of Common Stock at
approximately $2.97 per share for a total of $19,335 on the open
market.
On June
25, 2010, Richard Rappaport purchased 500 shares of Common Stock at
approximately $3.28 per share for a total of $1,640 on the open
market.
On July
7, 2010, Richard Rappaport purchased 400 shares of Common Stock at approximately
$2.77 per share for a total of $1,107 on the open market.
On August
13, 2010, Richard Rappaport sold 10,000 shares of Common Stock at approximately
$3.29 per share for a total of $32,908 on the open market.
On August
13, 2010, Richard Rappaport exercised warrants to purchase 46,457 shares of
Common Stock at an exercise price of $0.0002 per share. Because Richard
Rappaport exercised the warrants pursuant to a cashless exercise, Richard
Rappaport was issued an aggregate of 46,453 shares upon the exercise of the
warrants.
On August
13, 2010, the Amanda Rappaport Trust, of which Richard Rappaport is Trustee,
exercised warrants to purchase 13,066 shares of Common Stock at an exercise
price of $0.0002 per share. Because the trust exercised the warrants
pursuant to a cashless exercise, it was issued 13,065 shares of Common
Stock.
On August
13, 2010, the Kailey Rappaport Trust, of which Richard Rappaport is Trustee,
exercised warrants to purchase 13,066 shares of Common Stock at an exercise
price of $0.0002 per share. Because the trust exercised the warrants
pursuant to a cashless exercise, it was issued 13,065 shares of Common
Stock.
On August
13, 2010, WestPark Capital Financial Services, LLC, of which Richard Rappaport
is Chief Executive Officer and Chairman, exercised warrants to purchase 263,500
shares of Common Stock at an exercise price of $0.0002 per share. Because
WestPark Capital Financial Services, LLC exercised the warrants pursuant to a
cashless exercise, WestPark Capital Financial Services, LLC was issued an
aggregate of 263,481 shares upon the exercise of the warrants.
(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 1,594,220 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: August
31, 2010
RICHARD
RAPPAPORT
By:
_/s/ Richard
Rappaport___________________
Richard Rappaport
WESTPARK
CAPITAL FINANCIAL SERVICES, LLC
By:
_/s/ Richard
Rappaport___________________
Richard Rappaport,
Chief Executive Officer
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: August
31, 2010
RICHARD
RAPPAPORT
By:
_/s/ Richard
Rappaport___________________
Richard Rappaport
WESTPARK
CAPITAL FINANCIAL SERVICES, LLC
By:
_/s/ Richard
Rappaport___________________
Richard Rappaport,
Chief Executive Officer