UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the
Securities Exchange Act of 1934
(Amendment
No. 1)
China
Fire & Security Group, Inc.
(Name
of
Issuer)
Common
Stock, $0.001 par value per share
(Title
of
Class of Securities)
16938R
103
(CUSIP
Number)
Brian
Lin
South
Banbidian Industrial Park,
Liqiao
Township, Shunyi District
Beijing
101304, People’s Republic of China
(86-10)
8416 3816
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December
11, 2007
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of §§ 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 Rule 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
(“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.: 16938R 103
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Worldtime
Investment Advisors Limited
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
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(b)
x
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
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OO
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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British
Virgin Islands
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
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7
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SOLE
VOTING POWER
1,976,060
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8
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SHARED
VOTING POWER
None
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9
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SOLE
DISPOSITIVE POWER
1,976,060
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10
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SHARED
DISPOSITIVE POWER
None
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,976,060
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN
SHARES
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¨
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.2%
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14
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TYPE
OF REPORTING PERSON
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CO
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ITEM
1. SECURITY AND ISSUER
The
class
of equity securities to which this Statement on Schedule 13D (this "Statement")
relates is the common stock, par value $0.001 per share (the "Common Stock"),
of China
Fire & Security Group, Inc., a Florida corporation (the
"Issuer").
The
principal executive offices of the Issuer are located at South Banbidian
Industrial Park, Liqiao Township, Shunyi District, Beijing, People's Republic
of
China 101304.
ITEM
2. IDENTITY AND BACKGROUND
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(a)
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This
Statement is being filed jointly by Worldtime Investment Advisors
Limited,
a British Virgin Islands company ("Worldtime Investment"), and Ms.
Huiwen
Liu (together with Worldtime Investment, the "Reporting Persons").
Ms.
Huiwen Liu is the sole director and 100% shareholder of Worldtime
Investment.
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(b)
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The
business address of Worldtime Investment is Pasea Estate, P.O. Box
958,
Road Town, Tortola, British Virgin Islands. The business address
of Ms.
Huiwen Liu is 102-8160 Cook Rd., Richmond, British Columbia V6Y 1T8,
Canada
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(c)
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The
principal business of Worldtime Investment is to act as a holding
company
for strategic business operations and activities. Ms. Huiwen Liu
is
self-employed and engaged in various business matters. Ms. Huiwen
Liu's
business address is 102-8160 Cook Rd., Richmond, British Columbia
V6Y 1T8,
Canada.
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(d)
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During
the past five years, the Reporting Persons have not been convicted
in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
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(e)
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During
the past five years, the Reporting Persons have not been a party
to a
civil proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which she/he was or is subject to a
judgment,
decree or final order enjoining future violations of, or prohibiting
or
mandating activities subject to, federal or state securities laws
or
finding any violation with respect to such
laws.
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(f)
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Worldtime
Investment is organized under the laws of the British Virgin Islands.
Ms.
Huiwen Liu is a citizen of Canada.
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ITEM
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On
September 1, 2006, the Issuer, China Fire Group, Inc., an International Business
Company organized under the laws of British Virgin Islands ("China Fire"),
Sureland Industrial Fire Safety Limited, a wholly-owned Chinese subsidiary
of
China Fire ("Sureland"), and China Fire's shareholders (including the Reporting
Persons) entered into a Share Exchange Agreement (the "Share Exchange
Agreement"), pursuant to which the Issuer agreed to acquire all of the issued
and outstanding ordinary shares, par value US$0.01 each, owned by the respective
shareholders of China Fire in exchange for the issuance by the Issuer to each
such shareholder a pro rata share of 701,538.46 shares of the Issuer's Series
A
Convertible Preferred Stock, no par value ("Convertible Preferred Stock"),
which
are convertible into an aggregate of approximately 22,800,000 million shares
of
Common Stock of the Issuer ("Common Stock")
On
October 27, 2006, the Issuer, China Fire and China Fire's shareholders
(including the Reporting Persons) consummated the Share Exchange Agreement,
pursuant to which China Fire's shareholders transferred all of the issued and
outstanding ordinary shares of China Fire to the Issuer in exchange for
701,538.46 shares of Convertible Preferred Stock.
1
According
to a Current Report on Form 8-K filed by the Issuer on November 2, 2006,
701,538.46 shares of Convertible Preferred Stock will automatically be converted
into 22,800,000 shares of Common Stock (on the basis of 32.5 shares of Common
Stock for each share of Convertible Preferred Stock) when an amendment to the
Issuer's Articles of Incorporation increasing the number of authorized shares
of
Common Stock from 13,000,000 to 65,000,000, which has already been adopted
by
the Issuer's shareholders by written consent, becomes effective.
As
a
result of the consummation of the Share Exchange Agreement on October 27, 2006
and giving effect to the conversion of Convertible Preferred Stock, China Fire,
which is the sole owner of Sureland, became a wholly-owned subsidiary of the
Issuer and the Reporting Persons beneficially acquired 2,576,060 shares of
the
Issuer's Common Stock.
ITEM
4. PURPOSE OF TRANSACTION
Each
Reporting Person acquired the shares of Common Stock reported in Item 5 below
for investment purposes. Each Reporting Person intends to continuously review
its/her investment in the Issuer, and may in the future determine to (i) dispose
of all or a portion of the securities of the Issuer owned by him/it from time
to
time in public or private transactions, (ii) acquire additional securities
of
the Issuer, through open market purchases, private agreements or otherwise,
(iii) take any other available course of action, which could involve one or
more
of the types of transactions or have one or more of the results described in
the
following paragraph of this Item 4 or (iv) otherwise change his/its investment
intent. Notwithstanding anything contained herein to the contrary, each
Reporting Person specifically reserves the right to change her/its intentions
at
any time with respect to any or all of such matters, as she/it deems
appropriate. In reaching any decision as to his/its course of action (as well
as
to the specific elements thereof), each Reporting Person currently expects
that
she/it would take into consideration a variety of factors, including, but not
limited to, the Issuer's financial condition, business, operations and
prospects, other developments concerning the Issuer generally, other business
opportunities available to the Reporting Persons, general economic conditions
and money and stock market conditions, including the market price of the
securities of the Issuer, and other relevant factors.
Other
than as described herein, no Reporting Person has present plans or proposals
that relate to or would result in: (a) the acquisition by any person of
additional securities of the Issuer or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any
of
its subsidiaries; (d) any change in the Board of Directors or management of
the
Issuer, including any plans or proposals to change the number or terms of
directors or to fill any existing vacancies on the Board of Directors of the
Issuer; (e) any material change in the present capitalization or dividend policy
of the Issuer; (f) any other material change in the Issuer's business or
corporate structure; (g) changes in the Issuer's articles of incorporation,
by-laws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person; (h) a class of
securities of the Issuer being delisted from a national securities exchange
or
ceasing to be authorized to be quoted in an inter-dealer quotation system of
a
registered national securities association; (i) a class of equity securities
of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action
similar to those enumerated above.
2
ITEM
5. INTEREST IN SECURITIES OF THE COMPANY
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(a)
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As
of April __, 2006, the Reporting Persons beneficially owned 1,976,060
shares of Common Stock, representing 7.2% of 27,556,893 shares of
Common
Stock outstanding.
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(b)
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The
Reporting Persons have sole power to vote or to direct the vote of,
and to
dispose or to direct the disposition of, all shares owned by them
as
indicated above.
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(c)
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From
November 29, 2007 to December 11, 2007, the Reporting Persons sold
600,000
Common Shares at an average price of US$14.58571 on open market through
a
broker.
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(d)
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No
other person is known to the Reporting Persons to have the right
to
receive or the power to direct the receipt of dividends from, or
the
proceeds from the sale of, any shares of Common Stock owned by the
Reporting Persons.
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(e)
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Not
applicable.
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ITEM
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE COMPANY.
To
the
best knowledge of the Reporting Person, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting Person
or between the Reporting Person and any other with respect to any securities
of
the Issuer, finders fees, joint ventures, loan or option arrangements, puts
or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, or a pledge or contingency, the occurrence of which
would give another person voting power over shares of the stock.
ITEM
7. MATERIAL TO BE FILED AS EXHIBITS.
The
following document is being filed as an exhibit to this statement and is
incorporated herein by reference:
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Exhibit
1.
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Joint
Filing Agreement
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Exhibit
2
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Securities
Exchange Agreement, dated as of September 1, 2006, by and among
Unipro
Financial Services, Inc., a Florida corporation (the "Issuer"),
China Fire
Protection Group, Inc., an International Business Company organized
under
the laws of the British Virgin Islands ("China Fire"), Sureland
Industrial
Fire Safety Limited, a wholly-owned Chinese subsidiary of China
Fire, and
all of the shareholders of China
Fire.
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3
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.
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Reporting
Persons:
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Date:
April 21, 2008
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WORLDTIME
INVESTMENT ADVISORS LIMITED
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By:
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Name:
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Title:
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Name:
Huiwen Liu
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