Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
CHINA INTELLIGENT LIGHTING
AND ELECTRONICS, INC.
(Name of
Issuer)
Common Stock, $.0001 par
value per share
(Title of
Class of Securities)
None
(CUSIP
Number)
Anthony
C. Pintsopoulos
c/o SRKP
22, Inc.
4737
North Ocean Drive, Suite 207
Lauderdale
by the Sea, FL 33308
(310)
203-2902
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
January 15,
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. 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. [None]
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NAMES OF REPORTING PERSONS:
Anthony C.
Pintsopoulos |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY):
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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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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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OO
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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U.S.A. |
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SOLE VOTING POWER: |
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| NUMBER OF |
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241,671(1) |
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| SHARES |
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SHARED VOTING POWER: |
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| OWNED BY |
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0 |
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| EACH |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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241,671(1) |
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SHARED DISPOSITIVE POWER: |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: |
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241,671(1) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11): |
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1.2%(2) |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS): |
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(2) Based
on 19,787,388 shares of Common Stock outstanding as of January 15, 2010 and the
warrant referenced above.
Amendment
No. 1 to Schedule 13D
This Amendment No. 1, dated January 19,
2010, to Schedule 13D is filed on behalf of Anthony C. Pintsopoulos (“Reporting
Person”), and amends that certain Schedule 13D as previously filed by the
Reporting Person with the Securities and Exchange Commission on March 17, 2008
(the “Schedule 13D”) relating to the common stock (“Common Stock”), $.0001 par
value per share, of China Intelligent Lighting and Electronics, Inc. (formerly
known as SRKP 22, Inc.) (the “Issuer” or “Company”), a Delaware
corporation.
Items 3, 4, 5 and 7 of the Schedule 13D
are hereby amended and restated as follows:
Item
3. Source and Amount of Funds or Other
Consideration.
On October 11, 2007, the Reporting
Person acquired directly from the Issuer 709,639 shares of Common Stock at an
aggregate purchase price of $500.01 and a warrant to purchase 709,639 shares of
Common Stock at an exercise price of $0.0001 per share (the "Warrant") for an
aggregate purchase price equal to $250.01. The source of funding for this
purchase was personal funds. The Warrant is immediately exercisable and expires
on the earlier of October 11, 2017 or five years from the date the Company
consummates a merger or other business combination with an operating business or
any other event pursuant to which the Issuer ceases to be a "shell company," as
defined by Rule 12b-2 under the Securities Exchange Act of 1934 and a "blank
check company," as defined by Rule 419 of the Securities Act of
1933.
As more fully described in Item 4,
which is incorporated herein by reference, and in connection with a share
exchange transaction that closed on January 15, 2010, the Reporting Person
canceled 526,039 shares and a warrant to purchase 651,568 shares owned by the
Reporting Person, which decreased the number of shares beneficially owned by the
Reporting Person from 1,419,278 shares to 241,671 shares. The
Reporting Person did not receive any cash consideration for the cancellation of
the shares or warrants. The Reporting Person also resigned from all
executive, director and other positions with the Issuer upon closing of the
share exchange transaction.
Item
4. Purpose of Transaction
On October 20, 2009, the Company
entered into a Share Exchange Agreement (the “Exchange Agreement”) with China
Intelligent Electronic Company Limited, a British Virgin Islands corporation
(“China Intelligent”), and the sole shareholder of China Intelligent. On
November 25, 2009, the parties entered into Amendment No. 1 to the Share
Exchange Agreement (“Amendment No. 1”). On January 15, 2010, the parties entered
into Amendment No. 2 to the Share Exchange Agreement (“Amendment No. 2”). The
Share Exchange closed on January 15, 2010. Immediately prior to the
Share Exchange and pursuant to the Exchange Agreement, as amended, the Issuer
and its shareholders agreed to cancel an aggregate of 4,260,390 shares of common
stock and warrants to purchase 5,515,682 shares of common stock such that there
were 2,836,000 shares of common stock outstanding and warrants outstanding to
purchase 1,580,708 shares of common stock immediately prior to the Share
Exchange. As described in Item 3, which is incorporated herein by
reference, the Reporting Person is one of the shareholders that agreed to cancel
shares and warrants.
The foregoing summary of the Share
Exchange is qualified in its entirety by reference to the copies of the Exchange
Agreement, Amendment No. 1, and Amendment No. 2, which are incorporated herein
by reference, filed as Exhibits 2.1, 2.1(a), and 2.1(b), respectively, to the
Issuer's Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010.
Item
5. Interest in Securities of the Issuer
(a) The Reporting Person beneficially
owns an aggregate of 241,671 shares of Common Stock, representing 1.2% of the
outstanding shares of Common Stock (based on the number of outstanding shares
and warrants to purchase shares beneficially owned by the Reporting Person as of
January 15, 2010).
(b) The Reporting Person has the sole
right to vote and dispose of, or direct the disposition of, the 241,671 shares
of Common Stock beneficially owned by the Reporting Person.
(c) All transactions in the class of
securities reported on that were effected by the person named in Item 5(a)
during the past 60 days may be found in Item 3.
(d) Other than the Reporting Person, 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 241,671 shares
of Common Stock beneficially owned by the Reporting Person.
(e) The Reporting Person ceased to be
the beneficial owner of more than 5% of the Common Stock on January 15,
2010.
Item
7. Material to be Filed as Exhibits.
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Exhibit
1
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Share
Exchange Agreement, dated as of October 20, 2009, by and among SRKP 22,
Inc., China Intelligent Electronic Company Limited, and Li Xuemei
(incorporated by reference from Exhibit 2.1 to the Issuer’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on January
19, 2010).
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Exhibit
2
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Amendment
No. 1 to the Share Exchange Agreement, dated November 25, 2009, by and
among SRKP 22, Inc., China Intelligent Electronic Company Limited, and Li
Xuemei (incorporated by reference from Exhibit 2.1(a) to the Issuer's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
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Exhibit
3
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Amendment
No. 2 to the Share Exchange Agreement, dated January 15, 2010, by and
among SRKP 22, Inc., China Intelligent Electronic Company Limited, and Li
Xuemei (incorporated by reference from Exhibit 2.1(b) to the Issuer's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
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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.
| Date: January
19, 2010 |
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ANTHONY
C. PINTSOPOULOS |
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By:
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/s/ Anthony C.
Pintsopoulos |
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Anthony
C. Pintsopoulos |
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EXHIBIT
INDEX
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Exhibit
1
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Share
Exchange Agreement, dated as of October 20, 2009, by and among SRKP 22,
Inc., China Intelligent Electronic Company Limited, and Li Xuemei
(incorporated by reference from Exhibit 2.1 to the Issuer’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on January
19, 2010).
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Exhibit
2
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Amendment
No. 1 to the Share Exchange Agreement, dated November 25, 2009, by and
among SRKP 22, Inc., China Intelligent Electronic Company Limited, and Li
Xuemei (incorporated by reference from Exhibit 2.1(a) to the Issuer's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
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Exhibit
3
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Amendment
No. 2 to the Share Exchange Agreement, dated January 15, 2010, by and
among SRKP 22, Inc., China Intelligent Electronic Company Limited, and Li
Xuemei (incorporated by reference from Exhibit 2.1(b) to the Issuer's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
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