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*
SCHWARTZBERG DEBBIE

(Last) (First) (Middle)
4737 OCEAN DRIVE
SUITE 207

(Street)
LAUDERDALE BY THE SEA FL 33308

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Yinlips Technology, Inc. [ NONE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
No longer a 10% owner
3. Date of Earliest Transaction (Month/Day/Year)
11/14/2008
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)
Code V Amount (A) or (D) Price
Common Stock 11/14/2008 J 841,468 D (1) 158,532 D
Common Stock 11/14/2008 J 84,147 D (2) 15,853 I See Footnote(2)
Common Stock 11/14/2008 J 84,147 D (3) 15,853 I See Footnote(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (Right to Buy) $0.0001 11/14/2008 J 906,277 01/03/2007 (7) Common Stock 906,277 (4) 93,723 D
Warrant (Right to Buy) $0.0001 11/14/2008 J 90,628 01/03/2007 (7) Common Stock 90,628 (5) 9,372 I See Footnote(5)
Warrant (Right to Buy) $0.0001 11/14/2008 J 90,628 01/03/2007 (7) Common Stock 90,628 (6) 9,372 I See Footnote(6)
Explanation of Responses:
1. In connection with a share and warrant exchange transaction, the reporting person canceled 841,468 shares which decreased the number of shares beneficially owned by the reporting person from 1,000,000 shares to 158,532 shares. The reporting person did not receive any cash consideration for the cancellation of the shares.
2. Includes the disposition of 84,147 shares of common stock owned by The Julie Schwartzberg Trust (the "Schwartzberg Trust"). Ms. Schwartzberg, as Trustee of the Schwartzberg Trust, may be deemed the indirect beneficial owner of these shares of common stock since she has sole voting and investment control over the shares. In connection with a share and warrant exchange transaction, the reporting person canceled 84,147 shares owned by the Schwartzberg Trust which decreased the number of shares beneficially owned by the Schwartzberg Trust from 100,000 shares to 15,853 shares. Neither the reporting person nor the Schwartzberg Trust received any cash consideration for the cancellation of the shares.
3. Includes the disposition of 84,147 shares of common stock owned by the The David N. Sterling Trust (the "Sterling Trust"). Ms. Schwartzberg, as Trustee of the Sterling Trust, may be deemed the indirect beneficial owner of these shares of common stock since she has sole voting and investment control over the shares. In connection with a share and warrant exchange transaction, the reporting person canceled 84,147 shares owned by the Sterling Trust which decreased the number of shares beneficially owned by the Sterling Trust from 100,000 shares to 15,853 shares. Neither the reporting person nor the Sterling Trust received any cash consideration for the cancellation of the shares.
4. In connection with a share and warrant exchange transaction, the reporting person canceled a warrant to purchase 906,277 shares which decreased the number of derivative securities ("Warrant Shares") beneficially owned by the reporting person from 1,000,000 Warrant Shares to 93,723 Warrant Shares. The reporting person did not receive any cash consideration for the cancellation of the warrant.
5. Includes the disposition of a warrant to purchase 90,628 shares of common stock owned by the Schwartzberg Trust. Ms. Schwartzberg, as Trustee of the Schwartzberg Trust, may be deemed the indirect beneficial owner of these securities since she has sole voting and investment control over the securities. In connection with a share and warrant exchange transaction, the reporting person canceled the warrant to purchase 90,628 shares owned by the Schwartzberg Trust which decreased the number of Warrant Shares beneficially owned by the Schwartzberg Trust from 100,000 Warrant Shares to 9,372 Warrant Shares. Neither the reporting person nor the Schwartzberg Trust received any cash consideration for the cancellation of the warrant.
6. Includes the disposition of a warrant to purchase 90,628 shares of common stock owned by the Sterling Trust. Ms. Schwartzberg, as Trustee of the Sterling Trust, may be deemed the indirect beneficial owner of these securities since she has sole voting and investment control over the securities. In connection with a share and warrant exchange transaction, the reporting person canceled the warrant to purchase 90,628 shares owned by the Sterling Trust which decreased the number of Warrant Shares beneficially owned by the Sterling Trust from 100,000 Warrant Shares to 9,372 Warrant Shares. Neither the reporting person nor the Sterling Trust received any cash consideration for the cancellation of the warrant.
7. The warrant expires on or prior to the close of business on the earlier of (i) January 3, 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/ Debbie Schwartzberg 11/17/2008
** 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).
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