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 9 pages
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Gangjin 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
The People's Republic of China
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7. Sole Voting Power
13,068,000
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
13,068,000
Person With
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10. Shared Dispositive Power
0
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CUSIP No. 90915 R 105 Page 3 of 9 pages
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
13,068,000*
* The Reporting Person disclaims beneficial ownership of the reported
securities except to the extent of his pecuniary interest therein.
See Item 4.
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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)
51.2%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 90915 R 105 Page 4 of 9 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 by Mr. Gangjin Li (the "Reporting Person").
(b) Residence or business address
The business address of the Reporting Person is South Banbidian Industrial
Park, Liqiao Township, Shunyi District, Beijing, People's Republic of China
101304.
(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 occupation of the Reporting Person is Chairman of the Board
of Directors of the Issuer. The Issuer is engaged in the production and
marketing of fire safety products and systems to major companies in China. The
principal executive office of the Issuer is located at South Banbidian
Industrial Park, Liqiao Township, Shunyi District, Beijing, China 101304.
(d-e) No Convictions or Proceedings.
During the last five years, the Reporting Person (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 it 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) Place of Organization/Citizenship.
The Reporting Person is a citizen of the People's Republic of China.
CUSIP No. 90915 R 105 Page 5 of 9 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 all of China Fire's shareholders
(including Li Brothers Holdings, Inc., a British Virgin Islands company
controlled by the Reporting Person) 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 all of China Fire's
shareholders (including Li Brothers Holdings, Inc., a British Virgin Islands
company controlled by the Reporting Person) 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.
In addition, upon the consummation of the Share Exchange Agreement,
outstanding options to purchase ordinary shares of China Fire were converted
into options to purchase 750,000 shares of Common Stock granted to employees and
officers of the Issuer. As a result, the Reporting Person, as Chairman of the
Board of Directors of the Issuer, acquired options to purchase 300,000 shares of
Common Stock.
Giving effect to the consummation of the Share Exchange Agreement on
October 27, 2006 and the conversion of Convertible Preferred Stock, China Fire,
which is the sole owner of Sureland, became a wholly-owned subsidiary of the
Issuer and Li Brothers Holdings Inc. (as a former shareholder of China Fire)
beneficially acquired 12,768,000 shares of Common Stock. The Reporting Person is
a shareholder of Li Brothers Holdings Inc., an entity of which the Reporting
Person has the sole power to vote and dispose of all shares. As a result, the
Reporting person, as the shareholder having complete investment control over
securities of Li Brothers Holdings, Inc., acquired indirect beneficial ownership
of those 12,768,000 shares, for a total beneficial ownership of 13,068,000
shares of Common Stock.
CUSIP No. 90915 R 105 Page 6 of 9 pages
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ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person acquired the shares of Common Stock reported in Item
5 below for investment purposes. The Reporting Person intends to continuously
review 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 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
investment intent. Notwithstanding anything contained herein to the contrary,
the Reporting Person specifically reserves the right to change his intentions at
any time with respect to any or all of such matters, as he deems appropriate. In
reaching any decision as to his course of action (as well as to the specific
elements thereof), the Reporting Person currently expects that he 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 Person, 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, the Reporting Person has no 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 7 of 9 pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of November 20, 2006, the Reporting Person beneficially owned
13,068,000 shares of Common Stock, representing 51.2% 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.
The Reporting Person disclaims beneficial ownership of the reported
securities except to the extent of his pecuniary interest therein. See Item 4.
(b) The Reporting Person has 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 Person during the past sixty days.
(d) No other person is known to the Reporting Person 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 Person.
(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 8 of 9 pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 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 9 of 9 pages
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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.
Date: November 29, 2006
/s/ Gangjin Li
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Gangjin Li