UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)
CHINA PUBLIC SECURITY TECHNOLOGY, INC. |
(Name of Issuer) |
COMMON STOCK, PAR VALUE $0.01 |
(Title of Class of Securities) |
16942F103 |
(CUSIP Number) |
Jiang Huai Lin |
21st Floor, Everbright Bank Building, |
Zhuzilin, Futian District, |
Shenzhen, Guangdong, 518040 |
Peoples Republic of China |
(+86) 755-8370-8333 |
(Name, Address and Telephone Number of Person |
Authorized to Receive Notices and Communications) |
August 29, 2007 |
(Date of Event which Requires Filing Statement on Schedule 13D) |
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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
£.(Continued on following pages)
1 |
NAMES OF REPORTING PERSONS |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Jiang Huai Lin |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) o |
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(b) Q |
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3 |
SEC USE ONLY |
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|
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4 |
SOURCE OF FUNDS |
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PF |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
o |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Peoples Republic of China |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER |
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24,367,935* |
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8 |
SHARED VOTING POWER |
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0 |
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9 |
SOLE DISPOSITIVE POWER |
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24,367,935* |
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10 |
SHARED DISPOSITIVE POWER |
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0 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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24,367,935* |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
o |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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61.8% |
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14 |
TYPE OF REPORTING PERSON |
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IN |
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* Consists of 21,717,935 shares of the Common Stock owned directly by Jiang Huai Lin and 2,650,000 shares held by Total Device Management Limited, an entity controlled by Jiang Huai Lin, which makes him the beneficial owner of those shares.
2
1 |
NAMES OF REPORTING PERSONS |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Total Device Management Limited |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) o |
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(b) Q |
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3 |
SEC USE ONLY |
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|
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4 |
SOURCE OF FUNDS |
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WC |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
o |
||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Peoples Republic of China |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER |
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2,650,000* |
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8 |
SHARED VOTING POWER |
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0 |
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9 |
SOLE DISPOSITIVE POWER |
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2,650,000* |
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10 |
SHARED DISPOSITIVE POWER |
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0 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,650,000* |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
o |
||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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6.7% |
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14 |
TYPE OF REPORTING PERSON |
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CO |
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* Total Device Management Limited is controlled by Jiang Huai Lin, which makes him the beneficial owner of these 2,650,000 shares of the Common Stock.
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Item 1. Security and Issuer. The name of the issuer is China Public Security Technology,
Inc., formerly, Irish Mag, Inc., a Florida corporation (the "Company"), which
has its principal executive offices at 21st Floor, Everbright Bank
Building, Zhuzilin, Futian District, Shenzhen, Guangdong, 518040, Peoples
Republic of China. This statement relates to the Companys common stock, $0.01
par value per share (the "Common Stock"). Item 2. Identity and Background. (a)-(f). This Schedule 13D/A is being filed by Mr. Jiang Huai
Lin, a citizen of the Peoples Republic of China (the "Reporting Person"). The
principal address of the Reporting Person is 21st Floor, Everbright
Bank Building, Zhuzilin, Futian District, Shenzhen, Guangdong, 518040, Peoples
Republic of China. The Reporting Person is the President and Chief Executive
Officer of the Company. The Reporting Person is also the 100% owner of Total
Device Management Limited, a company formed in the Peoples Republic of China,
with its principal executive offices at 3505-06, 35/F Edinburg Tower, The
Landmark, 15 Queens Road Central, Hong Kong. During the last five years, the Reporting Person has not been
(A) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (B) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is 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. Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person received the securities covered by this
statement pursuant to a Rescission; Termination and Share Exchange Agreement,
dated January 31, 2007, by and among the Reporting Person, the Company and other
parties thereto (the "Restructuring Agreement"). The Restructuring Agreement
rescinded and restructured a series of transactions through which the Reporting
Person held previously reported securities and reissued the securities covered
by this statement to the Reporting Person. Pursuant to the Restructuring
Agreement, 3,150,000 shares of Common Stock were cancelled and then reissued
indirectly to the Reporting Person through Total Device Management Limited and
21,717,935 shares of Common Stock were cancelled and then reissued directly to
the Reporting Person. On August 29, 2007, the Reporting Person disposed of
500,000 shares of Common Stock held through Total Device Management Limited,
pursuant to a stock purchase agreement ("Stock Purchase Agreement") between the
Reporting Person and Mr. Cheng Dong Huang, for a purchase price of $6.00 per
share, or $3,000,000 in the aggregate. The foregoing description of the
Restructuring Agreement and the Stock Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Restructuring Agreement, which is filed as Exhibit 10.5 attached to the Current
Report on Form 8-K filed by the Company on February 1, 2007, and is incorporated
herein by reference, and to the full text of the Stock Purchase Agreement, which
is attached hereto as Exhibit 10.1. All the securities covered by this statement, except for the
500,000 shares of Common Stock disposed of under the Stock Purchase Agreement,
are subject to a one year lockup period, pursuant to a Lockup Agreement (the
"Lockup Agreement"), dated January 31, 2007, between the Company and the
Reporting Person. Furthermore, as a condition to the closing of a Securities
Purchase Agreement, dated January 16, 2007, among the Company and two accredited
investors, on January 31, 2007, the Reporting Person pledged to transfer to the
investors up to 7,894,736 shares of Common Stock owned by him, if the Company
does not achieve certain economic milestones for each of its 2007 and 2008
fiscal years (the "Make Good"). For more details regarding the Lockup Agreement
and the Make Good see the Current Report on Form 8-K filed by the Company on
February 1, 2007.
4
The Reporting Person used his personal funds to acquire the
original shares directly owned by him and Total Device Management Limited used
its own working capital. Item 4. Purpose of Transaction. The Reporting Person holds the securities directly and
indirectly through Total Device Management Limited solely for investment
purposes. The Reporting Person has no intention other than to hold the shares
for investment and/or sell the shares, as permitted by law. The Reporting Person has made no proposals, and has entered
into no agreements, which would be related to or would result in any of the
events or matters described in part (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer. (a) The Reporting
Person is the beneficial owner of 24,367,935 shares of the Common Stock,
representing 61.8% of the outstanding shares of the Common Stock. The Reporting
Person does not own any other securities of the Company. (b) The Reporting
Person has the sole power to vote and dispose of 24,367,935 shares. (c) The Reporting
Person did not effect any transactions in the Companys securities within the
past 60 days. (d) Other than the
Reporting Person, no 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
the Reporting Persons securities. (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer. Except as disclosed herein and in the Current Report on Form
8-K filed by the Company on February 1, 2007, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
Reporting Person and any other person with respect to any securities of the
Company, including, but not limited to transfer or voting of any of the
securities, finders fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
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Item 7. Material to be Filed as Exhibits. Exhibit No.
Title 10.1* Rescission;
Termination and Share Exchange Agreement, dated January 31, 2007, among Shenzhen
iASPEC Software Engineering Company Limited, the shareholders of iASPEC who are
signatories thereto, including Jiang Huai Lin, Bo Hai Wen Technology (Shenzhen)
Company Limited, China Public Security Holdings Limited and Irish Mag, Inc.
(incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K
filed by the Company on February 1, 2007). 10.2* Lockup Agreement,
dated January 31, 2007, among the Irish Mag, Inc. and the stockholders signatory
thereto (incorporated by reference to Exhibit 10.4 of the current report on Form
8-K filed by the Company on February 1, 2007). 10.3* Make Good Escrow
Agreement, dated January 31, 2007, among Irish Mag, Inc., Mr. Jiang Huai Lin,
the investors signatory thereto, Roth Capital Partners, LLC and Securities
Transfer Corporation, as escrow agent (incorporated by reference to Exhibit 10.3
of the current report on Form 8-K filed by the Company on February 1, 2007).
Stock Purchase
Agreement, dated August 29, 2007, among Jiang Huai Lin and Mr. Cheng Dong Huang.
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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.
September 11, 2007 | |
/s/ Jiang Huai Lin | |
JIANG HUAI LIN |