Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
HONG
KONG HIGHPOWER TECHNOLOGY, INC.
(Name
of
Issuer)
Common
Stock, $.0001 par value per share
(Title
of
Class of Securities)
None
(CUSIP
Number)
Richard
Rappaport
c/o
SRKP
11, 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)
November
2, 2007
(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]
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)
(a)
o
(b)
o
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
OO
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e)
o
|
6.
|
Citizenship
or Place of Organization
|
U.S.A.
|
7.
|
Sole
Voting Power
|
1,023,623
|
||
Number
of
|
8.
|
|
Shared
Voting Power
|
0
|
Shares
Bene-
|
9.
|
Sole
Dispositive Power
|
1,023,623
|
|
ficially
Owned
|
10.
|
Shared
Dispositive Power
|
0
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
1,023,623
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
13.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
5.0%(1)
|
14.
|
Type
of Reporting Person (See Instructions)
IN
|
(1)
Based on
20,478,090 shares of Common Stock outstanding as of November 2,
2007.
Amendment
No. 1 to Schedule 13D
This
Amendment No. 1, dated November 6, 2007, to Schedule 13D is filed on behalf
of
Richard Rappaport (“Reporting Person”), and amends that certain Schedule 13D as
previously filed by the Reporting Person with the Securities and Exchange
Commission on September 13, 2006 (the “Schedule 13D”) relating to the common
stock (“Common Stock”), $.0001 par value per share, of Hong Kong Highpower
Technology, Inc. (the “Issuer”), a Delaware corporation.
Items
3,
4, 5 and 7 of the S
chedule 13D are hereby amended and restated as
follows:
Item
3. Source and Amount of Funds or Other Consideration.
The
Reporting Person purchased the 1,944,000 shares of Common Stock directly from
the Issuer for a purchase price equal to an aggregate of $780.00 in January
2006. The source of funding for this purchase was through personal
funds.
As
more
fully described in Item 4, which is incorporated herein by reference, and in
connection with a share exchange transaction that closed on November 2, 2007,
the Reporting Person canceled 920,377 shares which decreased the number of
shares beneficially owned by the Reporting Person from 1,944,000 shares to
1,023,623 shares. The Reporting Person did not receive any cash consideration
for the cancellation of the shares. 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, 2007, the Company entered into a Share Exchange Agreement (the
“Exchange Agreement”) with Hong Kong Highpower Technology Co., Ltd, a Hong Kong
corporation (“HKHT”), and all of the shareholders of HKHT. The Share Exchange
closed on November 2, 2007. Immediately
prior to the Share Exchange, the Issuer and its shareholders agreed to cancel
an
aggregate of 2,556,602 shares of common stock such that there were 2,843,398
shares of common stock outstanding 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.
Item
5. Interest in Securities of the Issuer
(a)
The
Reporting Person beneficially owns an aggregate of 1,023,623 shares of Common
Stock, representing 5.0% of the outstanding shares of Common Stock (based on
the
number of outstanding shares upon as of November 2, 2007, the closing of the
share exchange).
(b)
The
Reporting Person has the sole right to vote and dispose, or direct the
disposition, of the 1,023,623 shares of Common Stock owned by the Reporting
Person.
(c)
Not
applicable.
(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 1,023,623 shares of Common Stock owned by the Reporting
Person.
(e)
The
Reporting Person ceased to own more than 5% of the outstanding securities of
the
Issuer on November 2, 2007, the closing of the Share Exchange
Transaction.
-
2
-
Item
7. Material to be Filed as Exhibits.
Exhibit 1 |
Share
Exchange Agreement, dated as of October 20, 2007, by and among SRKP
11,
Inc., Hong Kong Highpower Technology Co., Ltd. (“HKHT”), and all of the
shareholders of HKHT (incorporated by referenced from Exhibit 2.1
to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on November 5, 2007).
|
-
3
-
S
I G N A
T U R E
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:
November 6, 2007
RICHARD
RAPPAPORT
|
|||
|
By:
|
||
/s/
Richard Rappaport
|
|||
By:
Richard Rappaport
|
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4
-
EXHIBIT
INDEX
Exhibit 1 |
Share
Exchange Agreement, dated as of October 20, 2007, by and among SRKP
11,
Inc., Hong Kong Highpower Technology Co., Ltd. (“HKHT”), and all of the
shareholders of HKHT (incorporated by referenced from Exhibit 2.1
to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on November 5, 2007).
|
-
5
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