-----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, D1ENiP63vLZ4wqsJPg3RMk/JNbrt/cq7IFFDh2fs07rXvl3RTM0Nunc/opaqFycH sOaOTWlWxkcMGPOBCEK0BQ== 0001144204-10-068649.txt : 20101229 0001144204-10-068649.hdr.sgml : 20101229 20101229143457 ACCESSION NUMBER: 0001144204-10-068649 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101229 DATE AS OF CHANGE: 20101229 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHWARTZBERG DEBBIE CENTRAL INDEX KEY: 0001307796 FILING VALUES: FORM TYPE: SC 13D/A 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 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China Wesen Recycling Technology, Inc. CENTRAL INDEX KEY: 0001421524 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 261357843 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83893 FILM NUMBER: 101278064 BUSINESS ADDRESS: STREET 1: 4737 NORTH OCEAN DRIVE STREET 2: SUITE 207 CITY: LAUDERDALE BY THE SEA STATE: FL ZIP: 33308 BUSINESS PHONE: 310 203 2902 MAIL ADDRESS: STREET 1: 4737 NORTH OCEAN DRIVE STREET 2: SUITE 207 CITY: LAUDERDALE BY THE SEA STATE: FL ZIP: 33308 FORMER COMPANY: FORMER CONFORMED NAME: SRKP 23 Inc DATE OF NAME CHANGE: 20071218 SC 13D/A 1 v206789_sc13da.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
 
China Wesen Recycling Technology, Inc.
(Name of Issuer)
 
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
 
(CUSIP Number)
 
Debbie Schwartzberg
785 5th Avenue
New York, NY 10022
(212) 355-2020
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

November 23, 2010
(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.
 
           
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)   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.
       
  7   SOLE VOTING POWER:
     
NUMBER OF  
270,764 (1)
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON  
270,764 (1)
       
WITH 10   SHARED DISPOSITIVE POWER:
     
   
0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  270,764 (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):
   
  2.2% (2)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN
 
(1)  Includes (i) 159,022 shares and a warrant to purchase 65,240 shares owned by the Reporting Person; (ii) 16,487 shares and a warrant to purchase 6,764 shares owned by the Julie Schwartzberg Trust dated 2/9/2000, of which the Reporting Person is Trustee and may be deemed the indirect beneficial owner of such shares and warrant since she has sole voting and investment control over the shares and warrant; and (iii) 16,487 shares and a warrant to purchase 6,764 shares owned by the David N. Sterling Trust dated 2/3/2000, of which the Reporting Person is Trustee and may be deemed the indirect beneficial owner of such shares and warrant since she has sole voting and investment control over the shares and warrant.
 
(2)  Based on 12,230,178 shares of Common Stock outstanding as of December 23, 2010 and the warrants referenced above.
 
2

Amendment No. 1 to Schedule 13D

This Amendment No. 1, dated November 23, 2010, to Schedule 13D is filed on behalf of Debbie Schwartzberg (the “Reporting Person”), and amends that certain Schedule 13D as previously filed by the Reporting Person with the Securities and Exchange Commission March 18, 2008 (the “Schedule 13D”) relating to the common stock, $0.0001 par value per share (the “Common Stock”), of China Wesen Recycling Technology, Inc. (formerly known as SRKP 23, 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 October 11, 2007, the Reporting Person acquired directly from the Issuer 1,200,000 shares of Common Stock at an aggregate purchase price of $845.52 and a warrant to purchase 1,200,000 shares of Common Stock at an exercise price of $0.0001 per share (the “Warrant”) for an aggregate purchase price equal to $422.76. The source of funding for this purchase was personal funds. The Warrant is immediately exercisable and expires on the earlier of October 11, 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.

On March 5, 2008, the Julie Schwartzberg Trust dated 2/9/2000 and the David N. Sterling Trust dated 2/3/2000 (together, the "Trusts") each acquired directly from the Reporting Person as a gift 100,000 shares of Common Stock and warrants to purchase 100,000 shares of Common Stock at an exercise price of $0.0001 per share (the "Trust Warrants"). The Trust Warrants are immediately exercisable and expire on the earlier of October 11, 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. The Reporting Person serves as Trustee of the Trusts. She may be deemed indirect beneficial owner of these securities since she has sole voting and investment control over the shares of Common Stock and the Trust Warrants

As more fully described in Item 4, which is incorporated herein by reference, on November 23, 2010, in connection with a share exchange transaction, the Reporting Person canceled (i) 840,978 shares and a warrant to purchase 934,760 shares owned by the Reporting Person; (ii) 83,513 shares and a warrant to purchase 93,236 shares owned by the Julie Schwartzberg Trust dated 2/9/2000; and (iii) 83,513 shares and a warrant to purchase 93,236 shares owned by the David N. Sterling Trust dated 2/3/2000, which decreased the number of shares beneficially owned by the Reporting Person from 1,200,000 shares to 270,764 shares.  The Reporting Person did not receive any cash consideration for the cancellation of the shares or warrants.
 
Item 4.   Purpose of Transaction
 
On November 12, 2010, the Company entered into a share exchange agreement (the “Exchange Agreement”) with Weixin International Co., Limited, a company organized under the laws of the British Virgin Islands (“Weixin BVI”); Wei Xin Holding Group Limited, a company organized under the laws of Hong Kong and a wholly-owned subsidiary of Weixin BVI (“Weixin HK”); Gangzhou Kelida Intelligent Equipment Co., Ltd., a company organized under the laws of the People’s Republic of China and a wholly-owned subsidiary of Weixin HK (“Kelida”); Zhaoqing Hua Su Plastic Trading Company (“Hua Su”), Zhaoqing Chuang Yi Resources Recycle Co., Ltd. (“Chuang Yi”), Zhaoqing Xin Ye Plastic Co., Ltd. (“Xin Ye”), and Zhaoqing Li Jun Craftwork Co., Ltd. (“Li Jun”), each a company organized under the laws of the People’s Republic of China and a wholly-owned subsidiary of Kelida; and all of the shareholders of Weixin BVI (collectively, the “Weixin Shareholders”).  Pursuant to the Exchange Agreement, the Company agreed to issue an aggregate of 7,865,556 shares of its Common Stock to the Weixin Shareholders in exchange for all of the issued and outstanding shares of Weixin BVI (the “Share Exchange”).  The Share Exchange closed on November 23, 2010.

3

 
Immediately prior to the Share Exchange and pursuant to the Exchange Agreement, the Issuer and its stockholders agreed to cancel an aggregate of 6,679,899 shares of common stock and warrants to purchase 7,804,803 shares of common stock such that there were 1,907,455 shares of common stock outstanding and warrants outstanding to purchase 782,545 shares of common stock immediately prior to the Share Exchange.  As described in Item 3, which is incorporated herein by reference, the Reporting Person is one of the stockholders that agreed to cancel shares and warrants.

The foregoing summary of the Share Exchange is qualified in its entirety by reference to the copies of the Exchange Agreement, which is incorporated herein by reference, filed as Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 30, 2010, which is incorporated herein by reference.

Item 5.   Interest in Securities of the Issuer
 
(a) The Reporting Person beneficially owns an aggregate of 270,764 shares of Common Stock, representing 2.2% 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 December 23, 2010).

(b) The Reporting Person has the sole right to vote and dispose of, or direct the disposition of, the 270,764 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 270,764 shares of Common Stock beneficially owned by the Reporting Person.

(e)  The Reporting Person ceased to be the beneficial owner of more than 5% of the Common Stock on November 23, 2010.

Item 7.   Material to be Filed as Exhibits.
 
Exhibit 1
Share Exchange Agreement dated November 12, 2010, by and among SRKP 23, Inc., Weixin International Co., Limited, Wei Xin Holding Group Limited, Gangzhou Kelida Intelligent Equipment Co., Ltd., Zhaoqing Hua Su Plastic Trading Company, Zhaoqing Chuang Yi Resources Recycle Co., Ltd., Zhaoqing Xin Ye Plastic Co., Ltd., Zhaoqing Li Jun Craftwork Co., Ltd.; and all of the shareholders of Weixin International Co., Limited  (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 30, 2010).
 
4


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:  December 27, 2010
 
  DEBBIE SCHWARTZBERG  
       
 
By:
/s/ Debbie Schwartzberg  
    Debbie Schwartzberg  
5

 
EXHIBIT INDEX

Exhibit 1
Share Exchange Agreement dated November 12, 2010, by and among SRKP 23, Inc., Weixin International Co., Limited, Wei Xin Holding Group Limited, Gangzhou Kelida Intelligent Equipment Co., Ltd., Zhaoqing Hua Su Plastic Trading Company, Zhaoqing Chuang Yi Resources Recycle Co., Ltd., Zhaoqing Xin Ye Plastic Co., Ltd., Zhaoqing Li Jun Craftwork Co., Ltd.; and all of the shareholders of Weixin International Co., Limited  (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 30, 2010).
 
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