-----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, JJ46IB3Q6cccBNbXOoVt1xrgQAND446NOarkr1jEMdn0wrZjjmMDEWazZaR06/hk XvQOzBhYKE3kILorBQWdmA== 0001144204-08-064956.txt : 20081117 0001144204-08-064956.hdr.sgml : 20081117 20081117162300 ACCESSION NUMBER: 0001144204-08-064956 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081117 DATE AS OF CHANGE: 20081117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PINTSOPOULOS ANTHONY C CENTRAL INDEX KEY: 0001342140 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 954 784 3146 MAIL ADDRESS: STREET 1: 1063 HILLSBORO MILE STREET 2: SUITE 502 CITY: HILLSBORO BEACH STATE: FL ZIP: 33062 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Yinlips Technology, Inc. CENTRAL INDEX KEY: 0001403793 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 208057623 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83533 FILM NUMBER: 081195648 BUSINESS ADDRESS: STREET 1: ROOM 2929-31, NANGUANG JIEJIA BUILDING STREET 2: NO. 3037 SHEN SOUTH-MID ROAD, FUTIAN DIS CITY: SHENZHEN, GUANGDONG, STATE: F4 ZIP: 00000 BUSINESS PHONE: (86) 755-2601-8046 MAIL ADDRESS: STREET 1: ROOM 2929-31, NANGUANG JIEJIA BUILDING STREET 2: NO. 3037 SHEN SOUTH-MID ROAD, FUTIAN DIS CITY: SHENZHEN, GUANGDONG, STATE: F4 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: YINLIPS TECHNOLOGY, INC. DATE OF NAME CHANGE: 20081022 FORMER COMPANY: FORMER CONFORMED NAME: SRKP 17 INC DATE OF NAME CHANGE: 20070620 SC 13D 1 v132648_sc13d.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
 
YINLIPS TECHNOLOGY, INC.
(Name of Issuer)
 
Common Stock, $.0001 par value per share
(Title of Class of Securities)
 
98584G102
 
(CUSIP Number)
 
Anthony C. Pintsopoulos
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 14, 2008
 
(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).
 
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CUSIP No. 98584G102 
 

 
1.
Names of Reporting Persons.    Anthony C. Pintsopoulos
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.
 
     
Number of
7.
Sole Voting Power                      179,009(1)
Shares Beneficially
8.
Shared Voting Power                         0
Owned by Each
9.
Sole Dispositive Power                 179,009 (1)
Reporting Person With:
10.
Shared Dispositive Power                   0
 
     
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
179,009 (1)
   
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
  o
 
   
13.
Percent of Class Represented by Amount in Row (11)                             2.3 %(2)
 
   
14.
Type of Reporting Person (See Instructions)
  IN
   
 
(1) Includes 112,500 shares and a warrant to purchase 66,509 shares owned by the Reporting Person.

(2) Based on 7,690,795 shares of Common Stock outstanding as of November 14, 2008 and the warrant referenced above.
 
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Amendment No. 1 to Schedule 13D

This Amendment No. 1, dated November 14, 2008, to Schedule 13D is filed on behalf of Anthony C. Pintsopoulos (the “Reporting Person”), and amends that certain Schedule 13D as previously filed by the Reporting Person with the Securities and Exchange Commission on January 25, 2008 (the “Schedule 13D”) relating to the common stock, $.0001 par value per share (the “Common Stock”), of Yinlips Technology, Inc. (the “Issuer” or “Company”), 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.
 
On January 3, 2007, the Reporting Person acquired directly from the Issuer 709,639 shares of Common Stock at an aggregate purchase price of $500.01and a warrant to purchase 709,639 shares of Common Stock at an exercise price of $0.0001 per share (the "Warrant") for an aggregate purchase price equal to $250.01. The source of funding for this purchase was personal funds. The Warrant is immediately exercisable and expires on the earlier of January 3, 2017 or five years from the date the Company 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.

As more fully described in Item 4, which is incorporated herein by reference, on November 14, 2008 in connection with a share and warrant exchange transaction, the Reporting Person canceled 597,139 shares and a warrant to purchase 643,130 shares owned by the Reporting Person, which decreased the number of shares beneficially owned by the Reporting Person from 1,419,278 shares to 179,009 shares. The Reporting Person did not receive any cash consideration for the cancellation of the shares or warrants.
 
Item 4. Purpose of Transaction
 
On September 22, 2008, the Company entered into a Share and Warrant Exchange Agreement with Podium Technology Limited, a British Virgin Islands corporation (“Podium”) and all of the shareholders of Podium (the “Exchange”). The Exchange closed on October 17, 2008. On November 14, 2008, Zhao Zifeng, our Chief Executive Officer and Chairman of the Board, purchased 6,500,000 shares of Common Stock at a per share purchase price of $0.415 (the “Purchase Right”). Each of the shareholders and warrantholders of the Issuer prior to the Exchange agreed to cancel 0.91867 shares of common stock and warrants to purchase 0.98943 shares of Common Stock held by each of them for each one (1) share of Common Stock purchased by Mr. Zhao pursuant to the Purchase Right (the “Share and Warrant Cancellation”). Pursuant to the Share and Warrant Cancellation, an aggregate of 5,971,390 shares of Common Stock and warrants to purchase 6,431,299 shares of Common Stock were cancelled.

The foregoing summary of the Exchange is qualified in its entirety by reference to the copy of the Share and Warrant Exchange Agreement, which is incorporated herein by reference, filed as Exhibit 2.2 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 23, 2008.

Item 5. Interest in Securities of the Issuer
 
(a) The Reporting Person beneficially owns an aggregate of 179,009 shares of Common Stock, representing 2.3% of the outstanding shares of Common Stock (based on the number of outstanding shares and warrants to purchase shares beneficially owned by the Reporting Person as of November 14, 2008).
 
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(b) The Reporting Person has the sole right to vote and dispose of, or direct the disposition of, the 179,009 shares of Common Stock beneficially owned by the Reporting Person.

(c) All transactions in the class of securities reported or effected by the person named in Item 5(a) during the past 60 days may be found in Item 3.
 
(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 179,009 shares of Common Stock beneficially owned by the Reporting Person.

(e) Not applicable.
 
Item 7. Material to be Filed as Exhibits.
 
Exhibit 1
Share Exchange and Warrant Exchange Agreement, dated September 22, 2008, by and among SRKP 17, Inc., Podium and all of the shareholders of Podium (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 23, 2008).


 
 
 
 
 
 
 
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SIGNATURE
 
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 17, 2008
     
 
ANTHONY C. PINTSOPOULOS
 
 		  
 		  
 
  By:   /s/ Anthony C. Pintsopoulos
 
By: Anthony C. Pintsopoulos
   
 

 
 
 
 
 
 
 
 
 
 
 

 
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EXHIBIT INDEX

 
Exhibit 1
Share Exchange and Warrant Exchange Agreement, dated September 22, 2008, by and among SRKP 17, Inc., Podium and all of the shareholders of Podium (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 23, 2008).


 
 
 
 
 
 
 
 
 
 
 
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