UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
UNIPRO Financial Services, Inc.
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(Name of Issuer)
Common Stock (Par Value $ 0.001 Per Share)
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(Title of Class of Securities)
90915 R 105
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(CUSIP Number)
Brian Lin
China Fire Protection Group, Inc.
South Banbidian Industrial Park
Liqiao Township, Shunyi District
Beijing, 101304
People's Republic of China
Telephone: (86-10) 8416-3816
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 27, 2006
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(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 ss.ss.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 ss.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 ("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. 90915 R 105 Page 2 of 12 pages
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
China Honour Investment Limited
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
[ ]
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6. Citizenship or Place of Organization
British Virgin Islands
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7. Sole Voting Power
2,667,940
Number of Shares
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8. Shared Voting Power
Beneficially
0
Owned by Each
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9. Sole Dispositive Power
Reporting
2,667,940
Person With
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10. Shared Dispositive Power
0
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CUSIP No. 90915 R 105 Page 3 of 12 pages
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,667,940
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
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13. Percent of Class Represented by Amount in Row (11)
10.4%
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14. Type of Reporting Person (See Instructions)
CO
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CUSIP No. 90915 R 105 Page 4 of 12 pages
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Ang Li
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
[ ]
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6. Citizenship or Place of Organization
Canada
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7. Sole Voting Power
2,667,940
Number of Shares
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8. Shared Voting Power
Beneficially
0
Owned by Each
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9. Sole Dispositive Power
Reporting
2,667,940
Person With
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10. Shared Dispositive Power
0
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CUSIP No. 90915 R 105 Page 5 of 12 pages
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,667,940
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
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13. Percent of Class Represented by Amount in Row (11)
10.4%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 90915 R 105 Page 6 of 12 pages
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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 Unipro Financial Services, Inc., a Florida corporation (the
"Issuer").
The principal executive office of the Issuer is located at South Banbidian
Industrial Park, Liqiao Township, Shunyi District, Beijing, People's Republic of
China 101304.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name
This Statement is being filed jointly by China Honour Investment Limited,
a British Virgin Islands company ("China Honour"), and Mr. Ang Li (together with
China Honour, the "Reporting Persons"). Mr. Wanzong Zhao is the sole director of
China Honour. Mr. Ang Li is 100% shareholder of China Honour.
(b) Residence or business address
The business address of China Honour is P.O. Box 958, Road Town, Tortola,
British Virgin Islands. The business address of Mr. Wanzong Zhao is A-5D
Building No. 2, Jingyuan Shang Wu, Haidian District, Beijing, China. The
residential address of Mr. Ang Li is 3443 Anne MacDonald Way, North Vancouver,
British Columbia V7G 2S7, Canada.
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
employment is conducted
The principal business of China Honour is to act as a holding company for
strategic business operations and activities. The principal occupation of Mr.
Wanzong Zhao is president of Beijing Tranhold Technologies Ltd. The principal
business address of Beijing Tranhold Technologies Ltd. is A-5D Building No. 2,
Jingyuan Shang Wu, Haidian District, Beijing, China. Mr. Ang Li is a student in
Vancouver, Canada and is not currently employed.
(d-e) No Convictions or Proceedings.
During the last five years, none of the Reporting Persons (i) has not been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) and (ii) has not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction resulting in his being 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.
(f) Citizenship.
China Honour is organized under the laws of the British Virgin Islands.
Mr. Wanzong Zhao is a citizen of the People's Republic of China. Mr. Ang Li is a
citizen of Canada.
CUSIP No. 90915 R 105 Page 7 of 12 pages
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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.
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
2,667,940 shares of the Issuer's Common Stock.
CUSIP No. 90915 R 105 Page 8 of 12 pages
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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/his 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
his/its intentions at any time with respect to any or all of such matters, as
he/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 he/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.
CUSIP No. 90915 R 105 Page 9 of 12 pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of November 20, 2006, the Reporting Persons beneficially owned
2,667,940 shares of Common Stock, representing 10.4% of 25,538,604 shares of
Common Stock outstanding, which includes each of the following: (1) 1,200,000
shares of Common Stock held by certain shareholders prior to the consummation of
the Share Exchange Agreement on October 27, 2006, (2) the conversion of
701,538.46 shares of Convertible Preferred Stock 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) immediately upon the effective date of the filing
of the amendment to the Articles of Incorporation with the Florida Secretary of
State, and (3) the sale of 1,538,604 shares of Common Stock to certain investors
upon the consummation of a Securities Purchase Agreement by and among the
Issuer, China Fire and certain investors dated October 27, 2006.
(b) 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.
(c) Except as described above, no transactions in the shares of Common
Stock were effected by the Reporting Persons during the past sixty days.
(d) 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.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Not applicable.
CUSIP No. 90915 R 105 Page 10 of 12 pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Joint Filing Agreement
Exhibit 2 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.
CUSIP No. 90915 R 105 Page 11 of 12 pages
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Signatures
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: November 29, 2006
CHINA HONOUR INVESTMENT LIMITED
By: /s/ Wanzong Zhao
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Name: Wanzong Zhao
Title: Sole Director
/s/ Ang Li
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Ang Li