UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
China Information Security Technology, Inc.
-------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01
-------------------------------------------------------
(Title of Class of Securities)
16944F101
-------------------------------------------------------
(CUSIP Number)
December 31, 2008
-------------------------------------------------------
(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).
Page 1 of 10
CUSIP No. 16944F101
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 2,133,257
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 2,133,257
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,133,257
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
4.5%
12. Type of Reporting Person (See Instructions)
IN
Page 2 of 10
CUSIP No. 16944F101
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 2,133,257
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 2,133,257
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,133,257
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
4.5%
12. Type of Reporting Person (See Instructions)
IA
Page 3 of 10
CUSIP No. 16944F101
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Vision Opportunity China Fund Limited
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
Guernsey
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 2,133,257
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 2,133,257
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,133,257
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
4.5%
12. Type of Reporting Person (See Instructions)
CO
Page 4 of 10
CUSIP No. 16944F101
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Vision Opportunity China LP
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
Guernsey
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 2,133,257
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 2,133,257
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,133,257
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
4.5%
12. Type of Reporting Person (See Instructions)
PN
Page 5 of 10
CUSIP No. 16944F101
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Vision Opportunity China GP Limited
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
Guernsey
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 2,133,257
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 2,133,257
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,133,257
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
4.5%
12. Type of Reporting Person (See Instructions)
CO
Page 6 of 10
Item 1.
(a) The name of the issuer is China Information Security Technology, Inc. (the
"Issuer").
(b) The principal executive offices of the Issuer are located at 21st Floor,
Everbright Bank Building, Zhuzilin, Futian District, Shenzhen, Guangdong,
518040, PRC.
Item 2.
(a) This Statement is being filed by (i) Vision Opportunity China LP, a
limited partnership organized under the laws of Guernsey (the "China
Fund"), (ii) Vision Opportunity China GP Limited, a corporate entity
organized under the laws of Guernsey (the "China Fund GP"), which serves
as the general partner of the China Fund, (iii) Vision Opportunity China
Fund Limited, a corporate entity organized under the laws of Guernsey (the
"China Fund Ltd."), which controls the China Fund GP, (iv) Vision Capital
Advisors, LLC, a Delaware limited liability company (formerly known as
Vision Opportunity Capital Management, LLC) (the "Investment Manager"),
and (v) Adam Benowitz, the Managing Member of the Investment Manager (all
of the foregoing, collectively, the "Filers"). The China Fund is a private
investment vehicle engaged in investing and trading in a wide variety of
securities and financial instruments for its own account. The China Fund
directly beneficially owns all of the shares reported in this Statement.
Mr. Benowitz, the Investment Manager, the China Fund GP and the China Fund
Ltd. may be deemed to share with the China Fund voting and dispositive
power with respect to such shares. Each Filer disclaims beneficial
ownership with respect to any shares other than those beneficially owned
directly by such Filer.
(b) The principal business office of the China Fund, the China Fund GP and the
China Fund Ltd. is:
Suites 13 and 15
Sarnia House
Le Truchot
St Peter Port
Guernsey GY1 4NA
The principal business office of each 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 $0.01 per share, of
the Issuer (the "Common Stock").
(e) The CUSIP Number of the Common Stock is listed on the cover pages hereto.
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:
Page 7 of 10
(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).
Item 4. Ownership.
As of December 31, 2008, the China Fund beneficially owned 2,133,257 shares of
Common Stock, representing 4.5% of all of the outstanding shares of Common
Stock.
The foregoing percentage is based on 47,262,404 shares of Common Stock
outstanding as of November 10, 2008, as reported in the Issuer's Quarterly
Report on Form 10-Q filed on November 12, 2008.
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]
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.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Page 8 of 10
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 9 of 10
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: February 10, 2009
ADAM BENOWITZ
VISION CAPITAL ADVISORS, LLC
By: /s/ Adam Benowitz
------------------------------------------------
Adam Benowitz, for himself and as Managing Member of
the Investment Manager
VISION OPPORTUNITY CHINA LP
VISION OPPORTUNITY CHINA GP LIMITED
VISION OPPORTUNITY CHINA FUND LIMITED
By: /s/ DAVID BENWAY
------------------------------------------------
David Benway, as a Director of the China Fund GP (for
itself and as general partner of the China Fund) and the
China Fund Ltd.
Page 10 of 10