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)

C/O SRKP 19, INC.

4737 NORTH OCEAN DRIVE, SUITE 207

(Street)

LAUDERDALE BY THE SEA

33308

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NIVS IntelliMedia Technology Group, Inc. [ NONE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2008

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)
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	07/25/2008		J		761,020⁽¹⁾	D	⁽¹⁾	374,400	D
COMMON STOCK	07/25/2008		J		214,038⁽²⁾	D	⁽²⁾	105,300	I	See Footnote⁽²⁾
COMMON STOCK	07/25/2008		J		214,038⁽³⁾	D	⁽³⁾	105,300	I	See Footnote⁽³⁾
COMMON STOCK	07/25/2008		J		1,859,273⁽⁴⁾	D	⁽⁴⁾	914,706	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	07/25/2008		D			983,953⁽⁵⁾	01/03/2007	01/03/2017⁽⁹⁾	COMMON STOCK	983,953	$0	151,467	D
WARRANT (RIGHT TO BUY)	$0.0001	07/25/2008		D			276,738⁽⁶⁾	01/03/2007	01/03/2017⁽⁹⁾	COMMON STOCK	276,738	$0	42,600	I	See Footnote⁽⁶⁾
WARRANT (RIGHT TO BUY)	$0.0001	07/25/2008		D			276,738⁽⁷⁾	01/03/2007	01/03/2017⁽⁹⁾	COMMON STOCK	276,738	$0	42,600	I	See Footnote⁽⁷⁾
WARRANT (RIGHT TO BUY)	$0.0001	07/25/2008		D			2,403,927⁽⁸⁾	01/03/2007	01/03/2017⁽⁹⁾	COMMON STOCK	2,403,927	$0	370,052	I	See Footnote⁽⁸⁾

Explanation of Responses:

1. In connection with a share exchange transaction, the reporting person canceled 761,020 shares which decreased the number of shares beneficially owned by the reporting person from 1,135,420 shares to 374,400 shares. The reporting person did not receive any cash consideration for the cancellation of the shares. The reporting person also resigned from all executive, director and other positions with the Issuer upon closing of the share exchange transaction.

2. Includes 214,038 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 canceled 214,038 shares owned by the Amanda Trust which decreased the number of shares beneficially owned by the Amanda Trust from 319,338 shares to 105,300 shares. Neither the reporting person nor the Amanda Trust received any cash consideration for the cancellation of the shares.

3. Includes 214,038 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 canceled 214,038 shares owned by the Kailey Trust which decreased the number of shares beneficially owned by the Kailey Trust from 319,338 shares to 105,300 shares. Neither the reporting person nor the Kailey Trust received any cash consideration for the cancellation of the shares.

4. Includes 1,859,273 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 canceled 1,859,273 shares owned by WestPark LLC which decreased the number of shares beneficially owned by WestPark LLC from 2,773,979 shares to 914,706 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 canceled a warrant to purchase 983,953 shares which decreased the number of derivative securities ("Warrant Shares") beneficially owned by the reporting person from 1,135,420 Warrant Shares to 151,467 Warrant Shares. The reporting person did not receive any cash consideration for the cancellation of the warrant. The reporting person also resigned from all executive, director and other positions with the Issuer upon closing of the share exchange transaction.

6. Includes a warrant to purchase 276,738 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 canceled a warrant to purchase 276,738 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 42,600 Warrant Shares. Neither the reporting person nor the Amanda Trust received any cash consideration for the cancellation of the warrant.

7. Includes a warrant to purchase 276,738 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 a warrant to purchase 276,738 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 42,600 Warrant Shares. Neither the reporting person nor the Kailey Trust received any cash consideration for the cancellation of the warrant.

8. Includes a warrant to purchase 2,403,927 shares 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 canceled a warrant to purchase 2,403,927 shares owned by WestPark LLC which decreased the number of Warrant Shares beneficially owned by WestPark LLC from 2,773,979 Warrant Shares to 370,052 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) 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/ Richard Rappaport	07/25/2008
	** 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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