UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)
China Security & Surveillance Technology, Inc.
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(Name of Issuer)
Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
16942J105
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(CUSIP Number)
December 31, 2007
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[_] Rule 13d-1(d)
CUSIP No. 16942J105
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey L. Feinberg
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES [_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12. TYPE OF REPORTING PERSON
IN, HC
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CUSIP No. 16942J105
----------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
JLF Asset Management, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES [_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12. TYPE OF REPORTING PERSON
OO
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CUSIP No. 16942J105
----------------------
Item 1(a). Name of Issuer:
China Security & Surveillance Technology, Inc.
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Item 1(b). Address of Issuer's Principal Executive Offices:
13/F Shenzhen Special Zone Press Tower
Shennan Road
Futian District, Shenzhen, China 518034
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Item 2(a). Name of Person Filing:
Jeffrey L. Feinberg
JLF Asset Management, L.L.C.
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Item 2(b). Address of Principal Business Office, or if None, Residence:
Jeffrey L. Feinberg
c/o JLF Asset Management, L.L.C.
2775 Via de la Valle, Suite 204
Del Mar, CA 92014
JLF Asset Management, L.L.C.
2775 Via de la Valle, Suite 204
Del Mar, CA 92014
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Item 2(c). Citizenship:
Jeffrey L. Feinberg - United States
JLF Asset Management, L.L.C. - Delaware
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Item 2(d). Title of Class of Securities:
Common Stock, par value $0.0001 per share
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Item 2(e). CUSIP Number:
16942J105
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange
Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [_] Investment company registered under Section 8 of the
Investment Company Act.
(e) [X] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned:
Jeffrey L. Feinberg: 0 shares
JLF Asset Management, L.L.C.: 0 shares
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(b) Percent of class:
Jeffrey L. Feinberg: 0%
JLF Asset Management, L.L.C.: 0%
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(c) Number of shares as to which Jeffrey L. Feinberg has:
(i) Sole power to vote or to direct the vote 0
---------------,
(ii) Shared power to vote or to direct the vote 0
---------------,
(iii) Sole power to dispose or to direct the
disposition of 0
---------------,
(iv) Shared power to dispose or to direct the
disposition of 0
---------------.
Number of shares as to which JLF Asset Management, L.L.C. has:
(i) Sole power to vote or to direct the vote 0
---------------,
(ii) Shared power to vote or to direct the vote 0
---------------,
(iii) Sole power to dispose or to direct the
disposition of 0
---------------,
(iv) Shared power to dispose or to direct the
disposition of 0
---------------.
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].
Jeffrey L. Feinberg, JLF Asset Management, L.L.C.
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect should
be included in response to this item and, if such interest relates
to more than five percent of the class, such person should be
identified. A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment
fund is not required.
N/A
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Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or
Control Person.
If a parent holding company or Control person has filed this
schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under
Item 3(g) and attach an exhibit stating the identity and the Item 3
classification of the relevant subsidiary. If a parent holding
company or control person has filed this schedule pursuant to Rule
13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
N/A
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Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to
ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an
exhibit stating the identity and Item 3 classification of each
member of the group. If a group has filed this schedule pursuant to
ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
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Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all further
filings with respect to transactions in the security reported on
will be filed, if required, by members of the group, in their
individual capacity. See Item 5.
N/A
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Item 10. Certifications.
Certification for Rule 13d-1(b): By signing below I certify
that, to the best of my knowledge and belief, the securities
referred to above were acquired and are held in the ordinary course
of business and 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.
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.
February 13, 2008
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(Date)
/s/ Jeffrey L. Feinberg
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Jeffrey L. Feinberg
JLF Asset Management, L.L.C.
By: /s/ Jeffrey L. Feinberg
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Title: Managing Member
Exhibit A
AGREEMENT
The undersigned agree that this amendment to Schedule 13G dated February 13,
2008 relating to the Common Stock, par value $0.0001 per share, of China
Security & Surveillance Technology, Inc. shall be filed on behalf of the
undersigned.
/s/ Jeffrey L. Feinberg
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Jeffrey L. Feinberg
JLF Asset Management, L.L.C.
By: /s/ Jeffrey L. Feinberg
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Title: Managing Member
SK 02717 0006 853100