Unassociated Document
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 2)
(Mark one)
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x
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Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the Quarterly Period Ended June 30, 2011
or
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¨
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Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
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Commission File Number 000-50491
China Fire & Security Group, Inc.
(Name of small business issuer in its charter)
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Florida
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65-1193022
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(State or other jurisdiction
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(I.R.S. Employer
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of incorporation or organization)
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Identification No.)
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B-2508 TYG Center, C2
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Dongsanhuanbeilu,
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Chaoyang District, Beijing 100027,
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People’s Republic of China
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100027
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(Address of principal executive offices)
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(Zip Code)
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Issuer’s telephone number: (86-10) 8441 7400.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer ¨
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Accelerated filer x
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Non-accelerated filer ¨
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Smaller reporting company ¨
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(Do not check if smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ No x
As of August 9, 2011, the registrant had 27,910,321 shares of common stock outstanding.
EXPLANATORY NOTE
China Fire & Security Group, Inc. (the “Company”) is filing this Amendment No. 2 on Form 10-Q/A (this “Amendment No. 2”) to amend its Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, originally filed with the Securities and Exchange Commission on August 15, 2011, as amended by Amendment No. 1 filed on August 30, 2011 (the “Amended 10-Q”).
The Company is filing this Amendment No. 2 solely for the purpose of revising the cover page to indicate that the Company has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Except as set forth in the immediately preceding sentence, this Amendment No. 2 does not alter or restate any of the information set forth in the Amended 10-Q. In addition, this Amendment No. 2 does not reflect any subsequent events occurring after August 15, 2011, the original filing date of our Form 10-Q.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications of our principal executive officer and principal financial officer are being filed as Exhibits 31.1 and 31.2, respectively, to this Amendment No. 2 on Form 10-Q/A, such certifications allowed to be abbreviated in accordance with published interpretations of the SEC.
Item 6. Exhibits
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Exhibit
Number:
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Description
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31.1+
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Certification of Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2+
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Certification of Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1*
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Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
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101.INS**
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XBRL Instance Document
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101.SCH**
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XBRL Taxonomy Extension Schema Document
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101.CAL**
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF**
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB**
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE**
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XBRL Extension Presentation Linkbase Document
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+ Filed herewith
* Previously filed or furnished as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 as filed on August 15, 2011.
** Previously filed or furnished as an exhibit to Amendment No. 1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 as filed on Form 10-Q/A on August 30, 2011.
SIGNATURES
In accordance with 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, thereunto duly authorized.
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CHINA FIRE & SECURITY GROUP, INC.
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Dated: September 6, 2011
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By:
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/s/ Brian Lin
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Brian Lin
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Chief Executive Officer
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Dated: September 6, 2011
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By:
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/s/ Tongzhou Qin
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Tongzhou Qin
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Chief Financial Officer
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