-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SPFPAKpMlPpPnLOPaRoFJ7dWpGACgbT7+Stvv4g+nlZWz1HuqJjAJtsihhiTMU3+ st9r8F7E8KWSKHHfHYKssw== 0001144204-06-038544.txt : 20060915 0001144204-06-038544.hdr.sgml : 20060915 20060915112502 ACCESSION NUMBER: 0001144204-06-038544 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060915 DATE AS OF CHANGE: 20060915 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China Shenghuo Pharmaceutical Holdings Inc CENTRAL INDEX KEY: 0001335106 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81116 FILM NUMBER: 061092600 BUSINESS ADDRESS: STREET 1: 210 SOUTH FEDERAL HIGHWAY STREET 2: SUITE 205 CITY: DEERFIELD BEACH STATE: FL ZIP: 33441 BUSINESS PHONE: 310 203 2902 MAIL ADDRESS: STREET 1: 210 SOUTH FEDERAL HIGHWAY STREET 2: SUITE 205 CITY: DEERFIELD BEACH STATE: FL ZIP: 33441 FORMER COMPANY: FORMER CONFORMED NAME: SRKP 8 INC DATE OF NAME CHANGE: 20050803 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHWARTZBERG DEBBIE CENTRAL INDEX KEY: 0001307796 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 310-203-2902 MAIL ADDRESS: STREET 1: C/O SRKP 1, INC. STREET 2: 1900 AVENUE OF THE STARS, SUITE 310 CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13D/A 1 v052112_sc13da.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) CHINA SHENGHUO PHARMACEUTICAL HOLDINGS, INC. -------------------------------------------- (Name of Issuer) Common Stock, $.0001 par value per share ---------------------------------------- (Title of Class of Securities) None ---- (CUSIP Number) Debbie Schwartzberg 210 South Federal Highway, Suite 205 Deerfield Beach, FL 33441 (310) 203-2902 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 31, 2006 --------------- (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. |_| 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. Debbie Schwartzberg I.R.S. Identification Nos. of above persons (entities only) - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |_| - -------------------------------------------------------------------------------- 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) |_| - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization U.S.A. - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 -------------------------------------------------------------- Number of 8. Shared Voting Power 255,640 -------------------------------------------------------------- Shares Bene- 9. Sole Dispositive Power 0 -------------------------------------------------------------- ficially Owned 10. Shared Dispositive Power 255,640 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 255,640 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 1.3%(1) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- (1) Based on 19,119,400 shares of Common Stock outstanding as of August 31, 2006. Amendment No. 1 to Schedule 13D This Amendment No. 1, dated September 5, 2006, to Schedule 13D is filed on behalf of Debbie Schwartzberg ("Reporting Person"), and amends that certain Schedule 13D as previously filed by the Reporting Person with the Securities and Exchange Commission on January 12, 2006 (the "Schedule 13D") relating to the common stock ("Common Stock"), $.0001 par value per share, of China Shenghuo Pharmaceutical Holdings, Inc. (the "Issuer"), 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. The Reporting Person purchased the 1,039,500 shares of Common Stock directly from the Issuer for a purchase price equal to an aggregate of $9,625.00 in October 2005. 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 August 31, 2006, the Reporting Person canceled 783,860 shares which decreased the number of shares beneficially owned by the Reporting Person from 1,039,500 shares to 255,640 shares. The Reporting Person did not receive any cash consideration for the cancellation of the shares. Item 4. Purpose of Transaction On June 30, 2006, the Company entered into a Share Exchange Agreement (the "Exchange Agreement") with Kunming Shenghuo Pharmaceutical (Group) Co., Ltd., a company formed under the laws of the People's Republic of China ("Shenghuo China"), and Lan's Int'l Medicine Investment Co., Limited, a Hong Kong corporation and shareholder holding 93.75% of the equity interest of Shenghuo China ("LIMI"). The Share Exchange closed on August 31, 2006. The Issuer and its shareholders agreed to cancel an aggregate of 2,036,000 shares of common stock such that there were 664,000 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 255,640 shares of Common Stock, representing 1.3% of the outstanding shares of Common Stock (based on the number of outstanding shares upon as of August 31, 2006). (b) The Reporting Person has the sole right to vote and dispose, or direct the disposition, of the 255,640 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 255,640 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 August 31, 2006, the closing of the Share Exchange Transaction. - 2 - Item 7. Material to be Filed as Exhibits. Exhibit 1 Share Exchange Agreement, dated as of June 30, 2006, by and among SRKP 8, Inc., Kunming Shenghuo Pharmaceutical (Group) Co., Ltd., and Lan's Int'l Medicine Investment Co., Limited (incorporated by referenced from Exhibit 2.1 to the Quarterly Report on Form 10-QSB filed with the Securities and Exchange Commission on July 28, 2006). Exhibit 2 Amendment No. 1 to the Share Exchange Agreement, dated as of August 11, 2006, by and among SRKP 8, Inc., Kunming Shenghuo Pharmaceutical (Group) Co., Ltd., and Lan's Int'l Medicine Investment Co., Limited (incorporated by referenced from Exhibit 2.1(a) to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 18, 2006). Exhibit 3 Amendment No. 2 to the Share Exchange Agreement, dated as of August 28, 2006, by and among SRKP 8, Inc., Kunming Shenghuo Pharmaceutical (Group) Co., Ltd., and Lan's Int'l Medicine Investment Co., Limited (incorporated by referenced from Exhibit 2.1(a) to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 1, 2006). - 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: September 5, 2006 DEBBIE SCHWARTZBERG By: /s/ Debbie Schwartzberg ----------------------- BY: Debbie Schwartzberg - 4 - EXHIBIT INDEX Exhibit 1 Share Exchange Agreement, dated as of June 30, 2006, by and among SRKP 8, Inc., Kunming Shenghuo Pharmaceutical (Group) Co., Ltd., and Lan's Int'l Medicine Investment Co., Limited (incorporated by referenced from Exhibit 2.1 to the Quarterly Report on Form 10-QSB filed with the Securities and Exchange Commission on July 28, 2006). Exhibit 2 Amendment No. 1 to the Share Exchange Agreement, dated as of August 11, 2006, by and among SRKP 8, Inc., Kunming Shenghuo Pharmaceutical (Group) Co., Ltd., and Lan's Int'l Medicine Investment Co., Limited (incorporated by referenced from Exhibit 2.1(a) to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 18, 2006). Exhibit 3 Amendment No. 2 to the Share Exchange Agreement, dated as of August 28, 2006, by and among SRKP 8, Inc., Kunming Shenghuo Pharmaceutical (Group) Co., Ltd., and Lan's Int'l Medicine Investment Co., Limited (incorporated by referenced from Exhibit 2.1(a) to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 1, 2006). - 5 - -----END PRIVACY-ENHANCED MESSAGE-----