SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RAPPAPORT RICHARD

(Last)

(First)

(Middle)

1900 AVENUE OF THE STARS

SUITE 310

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SRKP 23 Inc [ NONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/23/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	11/23/2010		J		954,070	D	⁽¹⁾	181,350	D
COMMON STOCK	11/23/2010		J		266,688	D	⁽²⁾	52,650	I	See Footnote⁽²⁾
COMMON STOCK	11/23/2010		J		266,688	D	⁽³⁾	52,650	I	See Footnote⁽³⁾
COMMON STOCK	11/23/2010		J		1,813,288	D	⁽⁴⁾	960,691	I	See Footnote⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
WARRANT (RIGHT TO BUY)	$0.0001	11/23/2010		J			1,061,021	10/11/2007	⁽⁹⁾	COMMON STOCK	1,061,021	⁽⁵⁾	74,399	D
WARRANT (RIGHT TO BUY)	$0.0001	11/23/2010		J			297,738	10/11/2007	⁽⁹⁾	COMMON STOCK	297,738	⁽⁶⁾	21,600	I	See Footnote⁽⁶⁾
WARRANT (RIGHT TO BUY)	$0.0001	11/23/2010		J			297,738	10/11/2007	⁽⁹⁾	COMMON STOCK	297,738	⁽⁷⁾	21,600	I	See Footnote⁽⁷⁾
WARRANT (RIGHT TO BUY)	$0.0001	11/23/2010		J			2,379,849	10/11/2007	⁽⁹⁾	COMMON STOCK	2,379,849	⁽⁸⁾	394,130	I	See Footnote⁽⁸⁾

Explanation of Responses:

1. In connection with a share exchange transaction, the reporting person cancelled 954,070 shares which decreased the number of shares beneficially owned by the reporting person from 1,099,938 shares to 181,350 shares. The reporting person did not receive any cash consideration for the cancellation of the shares.

2. Includes the disposition of 266,688 shares of common stock owned by the Amanda Rappaport Trust (the "Amanda Trust"). Mr. Rappaport, as Trustee of the Amanda Trust, may be deemed the indirect beneficial owner of these shares of common stock since he has sole voting and investment control over the shares. In connection with a share exchange transaction, the reporting person cancelled 266,688 shares owned by the Amanda Trust which decreased the number of shares beneficially owned by the Amanda Trust from 319,338 shares to 52,650 shares. Neither the reporting person nor the Amanda Trust received any cash consideration for the cancellation of the shares.

3. Includes the disposition of 266,688 shares of common stock owned by the Kailey Rappaport Trust (the "Kailey Trust"). Mr. Rappaport, as Trustee of the Kailey Trust, may be deemed the indirect beneficial owner of these shares of common stock since he has sole voting and investment control over the shares. In connection with a share exchange transaction, the reporting person cancelled 266,688 shares owned by the Kailey Trust which decreased the number of shares beneficially owned by the Kailey Trust from 319,338 shares to 52,650 shares. Neither the reporting person nor the Kailey Trust received any cash consideration for the cancellation of the shares.

4. Includes the disposition of 1,813,288 shares of common stock owned by WestPark Capital Financial Services, LLC ("WestPark LLC"). Mr. Rappaport, as Chief Executive Officer ("CEO") and Chairman of WestPark LLC, may be deemed the indirect beneficial owner of these shares of common stock since he has sole voting and investment control over the shares. In connection with a share exchange transaction, the reporting person cancelled 1,355,922 shares owned by WestPark LLC which decreased the number of shares beneficially owned by WestPark LLC from 2,773,979 shares to 960,691 shares. Neither the reporting person nor WestPark LLC received any cash consideration for the cancellation of the shares.

5. In connection with a share exchange transaction, the reporting person cancelled warrants to purchase 1,061,021 shares which decreased the number of derivative securities ("Warrant Shares") beneficially owned by the reporting person from 1,099,938 Warrant Shares to 74,399 Warrant Shares. The reporting person did not receive any cash consideration for the cancellation of the warrants.

6. Includes disposition of a warrant to purchase 297,738 shares of common stock owned by the Amanda Trust. Mr. Rappaport, as Trustee of the Amanda Trust, may be deemed the indirect beneficial owner of these securities since he has sole voting and investment control over the securities. In connection with a share exchange transaction, the reporting person cancelled the warrant to purchase 297,738 shares owned by the Amanda Trust which decreased the number of Warrant Shares beneficially owned by the Amanda Trust from 319,338 Warrant Shares to 21,600 Warrant Shares. Neither the reporting person nor the Amanda Trust received any cash consideration for the cancellation of the warrant.

7. Includes the disposition of a warrant to purchase 297,738 shares of common stock owned by the Kailey Trust. Mr. Rappaport, as Trustee of the Kailey Trust, may be deemed the indirect beneficial owner of these securities since he has sole voting and investment control over the securities. In connection with a share exchange transaction, the reporting person canceled the warrant to purchase 297,738 shares owned by the Kailey Trust which decreased the number of Warrant Shares beneficially owned by the Kailey Trust from 319,338 Warrant Shares to 21,600 Warrant Shares. Neither the reporting person nor the Kailey Trust received any cash consideration for the cancellation of the warrant.

8. Includes the disposition of a warrant to purchase 2,379,849shares of common stock owned by WestPark LLC. Mr. Rappaport, as CEO and Chairman of WestPark LLC, may be deemed the indirect beneficial owner of these securities since he has sole voting and investment control over the securities. In connection with a share exchange transaction, the reporting person cancelled the warrant to purchase 2,379,849 shares owned by WestPark LLC which decreased the number of Warrant Shares beneficially owned by WestPark LLC from 2,773,979 Warrant Shares to 394,130 Warrant Shares. Neither the reporting person nor WestPark LLC received any cash consideration for the cancellation of the warrant.

9. The warrant expires on or prior to the close of business on the earlier of (i) October 11, 2017 or (ii) five years from the date the Issuer 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.

	/s/ Richard A. Rappaport	11/24/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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