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^*

SCHWARTZBERG DEBBIE

(Last)

(First)

(Middle)

785 5TH AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
China Intelligent Lighting & Electronics, 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)
01/15/2010

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	01/15/2010		J		741,227⁽¹⁾	D	⁽¹⁾	258,723	D
COMMON STOCK	01/15/2010		J		74,128⁽²⁾	D	⁽²⁾	25,872	I	By the Julie Schwartzberg Trust dated 2/9/2000⁽²⁾
COMMON STOCK	01/15/2010		J		74,128⁽³⁾	D	⁽³⁾	25,872	I	By the David N. Sterling Trust dated 2/3/2000⁽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)
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	01/15/2010		J			918,169⁽⁴⁾	10/11/2007	10/11/2017⁽⁷⁾	COMMON STOCK	918,169	⁽⁴⁾	81,831	D
WARRANT (RIGHT TO BUY)	$0.0001	01/15/2010		J			91,817⁽⁵⁾	10/11/2007	10/11/2017⁽⁷⁾	COMMON STOCK	91,817	⁽⁵⁾	8,183	I	See Footnote⁽⁵⁾
WARRANT (RIGHT TO BUY)	$0.0001	01/15/2010		J			91,817⁽⁶⁾	10/11/2007	10/11/2007⁽⁷⁾	COMMON STOCK	91,817	⁽⁶⁾	8,183	I	See Footnote⁽⁶⁾

Explanation of Responses:

1. In connection with a share exchange transaction, as reported in the Current Report on Form 8-K filed with the SEC on January 19, 2010, the reporting person canceled 741,277 shares which decreased the number of shares beneficially owned by the reporting person from 1,000,000 shares to 258,723 shares. The reporting person did not receive any cash consideration for the cancellation of the shares.

2. Consists of 74,128 shares of common stock owned by the Julie Schwartzberg Trust dated 2/9/2000 (the "Julie Trust"). Debbie Schwartzberg, as Trustee of the Julie 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 exchange transaction, as reported in the Current Report on Form 8-K filed with the SEC on January 19, 2010, the reporting person canceled 74,128 shares owned by the Julie Trust which decreased the number of shares beneficially owned by the Julie Trust from 100,000 shares to 25,872 shares. Neither the reporting person nor the Julie Trust received any cash consideration for the cancellation of the shares.

3. Consists of 74,128 shares of common stock owned by the David N. Sterling Trust dated 2/3/2000 (the "David Trust"). Debbie Schwartzberg, as Trustee of the David 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 exchange transaction, as reported in the Current Report on Form 8-K filed with the SEC on January 19, 2010, the reporting person canceled 74,128 shares owned by the David Trust which decreased the number of shares beneficially owned by the David Trust from 100,000 shares to 25,872 shares. Neither the reporting person nor the David Trust received any cash consideration for the cancellation of the shares.

4. In connection with a share exchange transaction, as reported in the Current Report on Form 8-K filed with the SEC on January 19, 2010, the reporting person canceled a warrant to purchase 918,169 shares which decreased the number of derivative securities ("Warrant Shares") beneficially owned by the reporting person from 1,000,000 Warrant Shares to 81,831 Warrant Shares. The reporting person did not receive any cash consideration for the cancellation of the warrant.

5. Consists of a warrant to purchase 91,817 shares of common stock owned by the Julie Trust. Debbie Schwartzberg, as Trustee of the Julie 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 exchange transaction, as reported in the Current Report on Form 8-K filed with the SEC on January 19, 2010, the reporting person canceled a warrant to purchase 91,817 shares owned by the Julie Trust which decreased the number of Warrant Shares beneficially owned by the Julie Trust from 100,000 Warrant Shares to 8,183 Warrant Shares. Neither the reporting person nor the Julie Trust received any cash consideration for the cancellation of the warrant.

6. Consists of a warrant to purchase 91,817 shares of common stock owned by the David Trust. Debbie Schwartzberg, as Trustee of the David 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 exchange transaction, as reported in the Current Report on Form 8-K filed with the SEC on January 19, 2010, the reporting person canceled a warrant to purchase 91,817 shares owned by the David Trust which decreased the number of Warrant Shares beneficially owned by the David Trust from 100,000 Warrant Shares to 8,183 Warrant Shares. Neither the reporting person nor the David 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) 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/ Debbie Scwartzberg	01/19/2010
	** 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).
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