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UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 9223 / June 10, 2011 

ADMINISTRATIVE PROCEEDING

File No. 3-14418 

 

In the Matter of

the Registration Statements of

China Intelligent Lighting and 

Electronics, Inc. 

c/o Corporation Service Company 

2711 Centerville Road, Suite 400 

Wilmington, DE 19808, 

HO-11603

ORDER FIXING TIME AND PLACE

OF PUBLIC HEARING AND 

INSTITUTING PROCEEDINGS 

PURSUANT TO SECTION 8(d) OF 

THE SECURITIES ACT OF 1933

I.

The Commission’s public official files disclose that: 

A. On June 16, 2010, China Intelligent Lighting and Electronics, Inc. (“Respondent”) 

filed an amended Form S-1 registration statement with the Commission that became effective on 

June 17, 2010, concurrently registering up to 3,852,500 shares of common stock for sale to the 

public by the Respondent and up to 1,377,955 shares of common stock for resale by selling 

shareholders (the “June Registration Statement”). 

B. On December 13, 2010, Respondent filed an amended Form S-1 registration 

statement with the Commission that became effective on December 15, 2010, registering up to 

1,858,323 shares of common stock for resale by selling shareholders (the “December 

Registration Statement”). 
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II.

The Division of Enforcement alleges, as set forth in the Statement of Matters of the 

Division of Enforcement attached hereto and incorporated herein by reference, that the June and 

December Registration Statements each includes an untrue statement of a material fact because 

the registration statements purport to contain audited financial statements and the report of an 

independent registered public accounting firm thereon when in fact the auditor has withdrawn its 

audit report for the reasons described in the Statement of Matters; and that the June and 

December Registration Statements each omits to state material facts, including that the 

company’s auditor has resigned and withdrawn its audit report and the reasons for the auditor’s 

resignation, and that the financial statements included in the registration statements cannot be 

relied upon. 

III.

The Commission, having considered the aforesaid, deems it appropriate and in the public 

interest that public proceedings pursuant to Section 8(d) of the Securities Act be instituted with 

respect to the June and December Registration Statements to determine whether the allegations

of the Division of Enforcement, as set forth in the Statement of Matters attached hereto and 

incorporated herein by reference, are true; to afford the Respondent with an opportunity to 

establish any defenses to these allegations; and to determine whether a stop order should issue 

suspending the effectiveness of the June and December Registration Statements referred to

herein. 

Accordingly, IT IS ORDERED that public proceedings be and hereby are instituted under 

Section 8(d) of the Securities Act, such hearing to be commenced at 9:30 a.m. on June 24, 2011, 

at the Commission's offices at 100 F Street N.E., Washington, DC 20549, and to continue 

thereafter at such time and place as the hearing officer may determine.

IT IS FURTHER ORDERED that these proceedings shall be presided over by an 

Administrative Law Judge to be designated by further order, who is authorized to perform all the 

duties of an Administrative Law Judge as set forth in the Commission's Rules of Practice or as 

otherwise provided by law. 

IT IS FURTHER ORDERED that the Respondent shall file an Answer to the allegations 

contained in this Order within ten (10) days after service of this Order, pursuant to Rule 220 of 

the Commission’s Rules of Practice, 17 C.F.R. § 201.220. If the Respondent fails to file the 

directed answer, or fails to appear at a hearing after being duly notified, the Respondent may be 

deemed in default and the proceedings may be determined against the Respondent upon 

consideration of this Order, the allegations of which may be deemed to be true as provided by 

Rules 155(a), 220(f), 221(f) and 310 of the Commission’s Rules of Practice, 17 C.F.R. §§ 

201.155(a), 201.220(f), 221(f) and 201.310. This Order shall be served forthwith upon the 

Respondent personally. 
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IT IS FURTHER ORDERED that the Administrative Law Judge shall issue an initial 

decision no later than 60 days from the date of service of this Order, pursuant to Rule 360(a)(2) 

of the Commission’s Rules of Practice. In the absence of an appropriate waiver, no officer or 

employee of the Commission engaged in the performance of investigative or prosecuting 

functions in this or any factually related proceeding will be permitted to participate or advise in 

the decision of this matter, except as witness or counsel in proceedings held pursuant to notice. 

Since this proceeding is not “rule making” within the meaning of Section 551 of the 

Administrative Procedure Act, it is not deemed subject to the provisions of Section 553 delaying 

the effective date of any final Commission action.

By the Commission.

Elizabeth M. Murphy 

Secretary

. 
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Administrative Proceeding File No. 3-14418 

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

June 10, 2011 

 

In the Matter of

the Registration Statements of

China Intelligent Lighting and 

Electronics, Inc. 

c/o Corporation Service Company 

2711 Centerville Road, Suite 400 

Wilmington, DE 19808, 

HO-11603

Statement of Matters of the 

Division of Enforcement to be 

Considered at a Public Hearing 

Pursuant to Section 8(d) of the 

Securities Act of 1933

I.

A. On June 16, 2010, China Intelligent Lighting and Electronics, Inc. (“Respondent”) 

filed an amended Form S-1 registration statement with the Commission that became effective on 

June 17, 2010, registering for sale to the public by the Respondent of up to 3,852,500 shares of 

common stock (the “June Registration Statement”). The June Registration Statement also 

registered for resale by selling shareholders of up to 1,377,955 shares of common stock. On 

December 13, 2010, Respondent filed a second registration statement on Form S-1 relating to the 

resale of up to 1,858,323 shares of common stock that became effective on December 15, 2010 

(the “December Registration Statement”). The Division of Enforcement alleges that the June 

and December Registration Statements each includes an untrue statement of a material fact or 

omits to state a material fact required to be stated therein or necessary to make the statements 

therein not misleading.

B. The following are the matters to be considered at a hearing to commence on June 

24, 2011 at 9:30 a.m. at the Commission’s offices at 100 F Street, NE, Washington, DC 20549, 

pursuant to Section 8(d) of the Securities Act of 1933 to determine whether a stop order should 

be issued suspending the effectiveness of the June and December Registration Statements. 
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II.

A. On March 24, 2011, Respondent’s independent auditor resigned and withdrew its 

audit report for Respondent’s financial statements as of December 31, 2009, which were 

included in the June and December Registration Statements. 

B. On April 12, 2011, Respondent filed an amended Form 8-K which disclosed that 

the company had received a letter of resignation from its independent auditor on March 24, 2011 

(the “Resignation Letter”), and further disclosed that the resignation was due to: 

accounting fraud involving forging of the Company's accounting records and 

forging bank statements, in addition to other discrepancies identified during its 

testing of the Company’s accounts receivable. The Resignation Letter indicated 

that [Respondent’s auditor] believed that the accounting records of the Company 

have been falsified, which constitutes an illegal act. [Respondent’s auditor] 

indicated that it has discussed the issues with management but with no resolution 

or reasonable explanation. 

Furthermore, the Resignation Letter indicates that such accounting fraud could 

indicate a material error in previously issued financial statements. As a result, 

[Respondent’s auditor] indicated in the Resignation Letter that it is unable to rely 

on management’s representations as they relate to previously issued financial 

statements and it can no longer support its opinions related to the financial 

statements as of December 31, 2009 and condensed Parent Only financial 

statements, included in the Registration Statement on Form S-1 filed with the 

Securities and Exchange Commission (the “SEC”) on April 21, 2010. 

 C. The June and December Registration Statements are materially misleading and 

deficient. The June and December Registration Statements each includes an untrue statement of 

a material fact because the registration statements purport to contain audited financial statements 

and the report of an independent registered public accounting firm thereon when in fact the 

auditor has withdrawn its audit reports for the reasons described herein. The June and December 

Registration Statements also each omits to state material facts, including that the company’s 

auditor has resigned and withdrawn its audit report and the reasons for the auditor’s resignation, 

and that the financial statements included in the registration statements cannot be relied upon. In 

addition, a Form S-1 must include audited financial statements. See Form S-1, Part 1–

Information Required in Prospectus, Item 11(e) (requiring the inclusion of audited financial 

statements meeting the requirements of Regulation S-X). 
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 D. Accordingly, the Division of Enforcement believes that a stop order should be 

issued suspending the effectiveness of the Respondent’s June and December Registration 

Statements, until the registration statements have been amended in accordance with such stop 

order.

Date: June 10, 2011 

______________________________ 

Paul W. Kisslinger

Division of Enforcement 

United States Securities

 and Exchange Commission 

100 F Street, NE 

Washington, DC 20549-4631 

Tel: (202) 551-4427 

Fax: (202) 772-9246 

Email: kisslingerp@sec.gov
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Service List

 Rule 141 of the Commission's Rules of Practice provides that the Secretary, or another 

duly authorized officer of the Commission, shall serve a copy of the Order Fixing Time and Place 

of Public hearing and Instituting Proceedings Pursuant to Section 8(d) of the Securities Act of 1933 

(the “Order”) on the Respondent and its legal agent. 

 The attached Order has been sent to the following parties and other persons entitled to 

notice:

Honorable Brenda P. Murray 

Chief Administrative Law Judge 

Securities and Exchange Commission 

100 F Street, N.E. 

Washington, DC 20549-2557 

 

Paul W. Kisslinger, Esq. 

Securities and Exchange Commission 

100 F Street, N.E. 

Washington, DC 20549 

China Intelligent Lighting and Electronics, Inc. 

c/o Corporation Service Company 

2711 Centerville Road, Suite 400 

Wilmington, DE 19808 

China Intelligent Lighting and Electronics, Inc. 

c/o Michael J. Quinn, Esq. 

K & L Gates

10100 Santa Monica Blvd. 

7th Floor 

Los Angeles, CA 90067