UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 20, 2007
SRKP 11, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-52103 | 20-4062622 |
(Commission File Number) | (IRS Employer Identification No.) |
4737 North Ocean Drive, Suite 207 Lauderdale by the Sea, FL | 33308 |
(Address of Principal Executive Offices) | (Zip Code) |
(310) 203-2902
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 20, 2007, SRKP 11, Inc., a Delaware corporation (the "Company"), entered into a Share Exchange Agreement with Hong Kong Highpower Technology Co., Ltd., a Hong Kong corporation (“Highpower”), and the shareholders of Highpower (the “Stockholders”), pursuant which the Company agreed to issue an aggregate of 14,798,328 shares of its common stock to the Stockholders and/or their designees in exchange for 100% of the share capital of Highpower (the "Share Exchange"). The Company also agreed to cancel 2,556,602 shares of common stock prior to the closing of the Share Exchange. Highpower is the 100% parent of Shenzhen Highpower Technology Co., Ltd., a company organized under the laws of the People’s Republic of China.
The consummation of the Share Exchange is subject to certain conditions. Pursuant to the terms of the Agreement, the Company expects there will be approximately 20,478,090 shares of common stock issued and outstanding after giving effect to the transactions contemplated by the Share Exchange Agreement.
The Share Exchange, if consummated, will result in a change-in-control of the Company and the assumption of Highpower's operations and liabilities. In connection with the change-in-control, there will be a new Board of Directors and management of the Company, which persons will initially be from Highpower.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | SRKP 11, INC. |
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| Date: October 20, 2007 | By: | /s/ Richard Rappaport |
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Name: Richard Rappaport |
| | Title: President |
