UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
China Fire & Security Group, Inc.
-------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.001
-------------------------------------------------------
(Title of Class of Securities)
16938R 10 3
----------------------------------------------
(CUSIP Number)
November 15, 2007
-------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 the
disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 16938R 10 3
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Adam Benowitz
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
United States
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
0%
12. Type of Reporting Person (See Instructions)
IN
Page 2 of 11 Pages
CUSIP No. 16938R 10 3
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Vision Capital Advisors, LLC (formerly known as Vision Opportunity Capital
Management, LLC)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
0%
12. Type of Reporting Person (See Instructions)
IA
Page 3 of 11 Pages
CUSIP No. 16938R 10 3
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Vision Opportunity Master Fund, Ltd.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Cayman Islands
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
0%
12. Type of Reporting Person (See Instructions)
CO
Page 4 of 11 Pages
EXPLANATORY NOTE
This Amendment No. 2 to Schedule 13G (this "Amendment") amends and
restates in its entirety each of (i) the Schedule 13G originally filed on
December 7, 2006 (the "Original Schedule 13G") by and on behalf of Vision
Opportunity Master Fund, Ltd., a Cayman Islands company (the "Fund") and (ii)
Amendment No. 1 to the Original Schedule 13G ("Amendment No. 1") previously
filed on December 18, 2006. The Original Schedule 13G and Amendment No. 1 are
collectively referred to herein as the "Prior Statements." This Amendment is
being filed to reflect that as of the date hereof the Filers (as defined below)
do not beneficially own any shares of the Issuer's Common Stock. Further, the
Reporting Persons hereby note and correct the following errors contained in the
Prior Statements:
o In the Prior Statements, the Fund incorrectly reported the
transaction date of its second financing in the Issuer, China Fire & Security
Group, Inc., as December 5, 2006 instead of November 22, 2006.
o Additionally, in the Prior Statements, the Fund incorrectly
reported its beneficial ownership and percentage ownership in the Issuer by
using an outstanding shares count provided by the Issuer that included
securities that were to convert into shares of Common Stock automatically upon
the effectiveness of an amendment to the Issuer's articles of incorporation
(described in the next bullet point below). The Original Schedule 13G should
have reported that the Fund beneficially owned 1,384,616 shares of Common Stock,
representing 50.6% of the Issuer's outstanding Common Stock (based on 2,738,604
shares of Common Stock outstanding as of October 27, 2006, as reported on the
Issuer's Form 8-K filed on November 2, 2006). Amendment No. 1 should have
reported that the Fund beneficially owned 1,384,616 shares of Common Stock,
representing 37.8% of the Issuer's outstanding Common Stock (based on 3,661,677
shares of Common Stock outstanding as of December 11, 2006, as reported on the
Issuer's Preliminary Information Statement on Schedule 14C filed on December 20,
2006).
o As of January 31, 2007, the Fund's beneficial ownership in the
Issuer decreased due to the Issuer effecting an amendment to its articles of
incorporation which caused certain securities to automatically convert into
shares of Common Stock, thereby increasing the aggregate outstanding shares of
Common Stock. As of January 31, 2007, the Fund beneficially owned 1,384,616
common shares of Common Stock, representing 5.2% of the Issuer's outstanding
Common Stock (based on 26,461,678 shares of Common Stock outstanding as of
January 31, 2007, as reported on the Issuer's Definitive Information Statement
on Schedule 14C filed on January 9, 2007).
o Following January 31, 2007, the Fund disposed of all of its
shares of Common Stock of the Issuer (and all derivative securities thereof).
Page 5 of 11 Pages
Item 1.
(a) The name of the issuer is China Fire & Security Group, Inc. (the
"Issuer").
(b) The principal executive offices of the Issuer are located at South
Banbidian Industrial Park, Liqiao Township, Shunyi District, Beijing
101304, People's Republic of China.
Item 2.
(a) This Statement is being filed by (i) Vision Opportunity Master Fund,
Ltd., a Cayman Islands company (the "Fund"), (ii) Vision Capital
Advisors, LLC, a Delaware limited liability company (formerly known as
Vision Opportunity Capital Management, LLC) (the "Investment Manager"),
which serves as the investment manager of the Fund, and (iii) Adam
Benowitz, the Managing Member of the Investment Manager and the
Portfolio Manager for the Fund (all of the foregoing, collectively, the
"Filers"). The Fund is a private investment vehicle formed for the
purpose of investing and trading in a wide variety of securities and
financial instruments. The Fund directly owns all of the shares
reported in this Statement. Mr. Benowitz and the Investment Manager may
be deemed to share with the Fund voting and dispositive power with
respect to such shares. Each Filer disclaims beneficial ownership with
respect to any shares other than those owned directly by such Filer.
(b) The principal business office of the Fund is:
c/o Citi Hedge Fund Services (Cayman) Limited
P.O. Box 1748
Cayman Corporate Centre
27 Hospital Road, 5th Floor
Grand Cayman KY1-1109
Cayman Islands
The principal business office of each of the Investment Manager and Mr.
Benowitz is:
20 West 55th Street, 5th Floor
New York, New York 10019
USA
(c) For citizenship information see Item 4 of the cover page of each Filer.
(d) This Statement relates to the Common Stock, par value $0.001 per share,
of the Issuer (the "Common Stock").
(e) The CUSIP Number of the Common Stock is listed on the cover pages
hereto.
Page 6 of 11 Pages
Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
(d) [ ] Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Not applicable.
Item 4. Ownership.
See Items 5-9 and 11 on the cover page for each Filer, and Item 2, which
information is given as of November 15, 2007, and is based on 27,556,893 shares
of Common Stock outstanding as of November 10, 2007, as reported on the Issuer's
Quarterly Report on Form 10-QSB filed on November 13, 2007.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following: [X]
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not applicable.
Page 7 of 11 Pages
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
(a) Not applicable.
(b) By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
Page 8 of 11 Pages
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.
Dated: November 15, 2007
ADAM BENOWITZ
VISION CAPITAL ADVISORS, LLC
VISION OPPORTUNITY MASTER FUND, LTD.
By: /s/ ADAM BENOWITZ
------------------------------------
Adam Benowitz, for himself, as
Managing Member of the Investment
Manager and as Portfolio Manager of
the Fund
Page 9 of 11 Pages
EXHIBIT INDEX
Exhibit No. Document
1 Joint Filing Agreement
Page 10 of 11 Pages
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the persons named below agree to the joint filing on behalf of each of
them of a statement on Schedule 13G (including amendments thereto) with respect
to the Common Stock, par value $0.001 per share, of China Fire & Security Group,
Inc., and further agree that this Joint Filing Agreement be included as an
Exhibit to such joint filing. In evidence thereof, the undersigned hereby
execute this Agreement.
Dated: November 15, 2007
ADAM BENOWITZ
VISION CAPITAL ADVISORS, LLC
VISION OPPORTUNITY MASTER FUND, LTD.
By: /s/ ADAM BENOWITZ
-------------------------------------
Adam Benowitz, for himself, as
Managing Member of the Investment
Manager and as Portfolio Manager of
the Fund
Page 11 of 11 Pages