U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549




Amendment
No. 1 to


(Mark
one)




x
            Quarterly Report Under
      Section 13 or 15(d) of the Securities Exchange Act of
      1934




For the
Quarterly Period Ended March 31, 2010


or




o
            Transition Report Under
      Section 13 or 15(d) of the Securities Exchange Act of
      1934




Commission
File Number 000-50491





China
Fire & Security Group, Inc.


(Name of
small business issuer in its charter)




Florida
            
            65-1193022(State
      or other jurisdiction
              of
      incorporation or organization)
            
            (I.R.S.
      Employer
              Identification
      No.)B-2508
      TYG Center, C2
              Dongsanhuanbeilu,
              Chaoyang
      District, Beijing 100027,
              People’s
      Republic of China
            
            100027(Address
      of principal executive offices)
            
            (Zip
      Code)




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 xNo
 ̈





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  ̈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):




Large
      accelerated filer  ̈
            
            Accelerated
      filer xNon-accelerated
      filer   ̈(Do
      not check if smaller reporting company)
            
            Smaller
      reporting company  ̈





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) Yes oNo x




As of May
10, 2010, the Registrant had 27,595,541 shares of common stock
outstanding.






EXPLANATORY
NOTE
 
 This
Amendment No. 1 to our Quarterly Report on Form 10-Q initially filed with the
Securities and Exchange Commission on May 10, 2010 is being filed for the
purpose of amending the disclosure related to the restructuring of Sureland
Industrial Fire Safety Limited on page 7 and page 35.











China
Fire & Security Group, Inc.




Table of
Contents




PagePART
      I -
                    
                    FINANCIAL
      INFORMATIONItem
      1.
                    
                    Financial
      Statements (unaudited):Consolidated
      Balance Sheets as of March 31, 2010 (unaudited) and December 31,
      2009
                    
                    3Consolidated
      Statements of Income and Other Comprehensive IncomeFor
      the Three Months Ended March 31, 2010 and 2009 (unaudited)
                    
                    4Consolidated
      Statements of Changes in Equity
                    
                    5Consolidated
      Statements of Cash FlowsFor
      the Three Months Ended March 31, 2010 and 2009 (unaudited)
                    
                    6Notes
      to Consolidated Financial Statements (unaudited)
                    
                    7Item
      2.
                    
                    Management's
      Discussion and Analysis or Plan of Operation
                    
                    34Item
      3.
                    
                    Quantitative
      and Qualitative Disclosures About Market Risk
                    
                    40Item
      4.
                    
                    Controls
      and Procedures
                    
                    40PART II -
                    
                    OTHER
      INFORMATIONItem
      1.
                    
                    Legal
      Proceedings
                    
                    41Item
      1A.
                    
                    Risk
      Factors
                    
                    41Item
      2.
                    
                    Unregistered
      Sales of Equity Securities and Use of Proceeds
                    
                    41Item
      3.
                    
                    Defaults
      Upon Senior Securities
                    
                    41Item
      4.
                    
                    Submission
      of Matters to a Vote of Security Holders.
                    
                    41Item
      5.
                    
                    Other
      Information
                    
                    41Item
      6.
                    
                    Exhibits
                    
                    41





-2-





Item
1. Financial Statements





CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES





CONSOLIDATED
BALANCE SHEETS


AS OF
MARCH 31, 2010 AND  DECEMBER 31, 2009





March 31,
                            
                            
                            December 31,2010
                            
                            
                            2009(Unaudited)ASSETSCURRENT
      ASSETS:Cash
      and cash equivalents
                            
                            $
                            25,137,358
                            
                            
                            $
                            34,976,880Restricted
      cash
                            
                            
                            5,741,283
                            
                            
                            
                            1,837,134Notes
      receivable
                            
                            
                            5,609,303
                            
                            
                            
                            4,274,268Accounts
      receivable, net of allowance for doubtful accounts of $7,160,723 and
      $6,539,787 as of March 31, 2010 and December 31, 2009,
      respectively
                            
                            
                            31,862,625
                            
                            
                            
                            30,989,569Receivables
      from and prepayments to related parties
                            
                            
                            1,759,452
                            
                            
                            
                            551,792Other
      receivables
                            
                            
                            641,015
                            
                            
                            
                            368,679Refundable
      bidding and system contracting project deposits
                            
                            
                            1,538,677
                            
                            
                            
                            1,774,330Inventories
                            
                            
                            5,577,035
                            
                            
                            
                            5,360,520Costs
      and estimated earnings in excess of billings
                            
                            
                            43,713,982
                            
                            
                            
                            36,562,573Employee
      advances
                            
                            
                            1,409,465
                            
                            
                            
                            953,625Prepayments
      and deferred expenses
                            
                            
                            3,633,930
                            
                            
                            
                            3,397,358Total
      current assets
                            
                            
                            126,624,125
                            
                            
                            
                            121,046,728PLANT
      AND EQUIPMENT, net
                            
                            
                            8,761,779
                            
                            
                            
                            8,617,521OTHER
      ASSETS:Restricted
      cash - non current
                            
                            
                            2,020,865
                            
                            
                            
                            3,602,906Accounts
      receivable - retentions
                            
                            
                            3,977,360
                            
                            
                            
                            3,463,998Deferred
      expenses - non current
                            
                            
                            116,045
                            
                            
                            
                            116,045Investment
      in joint ventures
                            
                            
                            480,547
                            
                            
                            
                            477,837Intangible
      assets, net
                            
                            
                            1,022,333
                            
                            
                            
                            1,041,156Total
      other assets
                            
                            
                            7,617,150
                            
                            
                            
                            8,701,942Total
      assets
                            
                            $
                            143,003,054
                            
                            
                            $
                            138,366,191LIABILITIES AND EQUITYCURRENT
      LIABILITIES:Accounts
      payable
                            
                            $
                            6,515,131
                            
                            
                            $
                            6,903,961Accounts
      payable to related party
                            
                            
                            -
                            
                            
                            
                            272,994Customer
      deposits
                            
                            
                            2,277,836
                            
                            
                            
                            2,182,790Billings
      in excess of costs and estimated earnings
                            
                            
                            1,247,992
                            
                            
                            
                            1,429,999Other
      payables
                            
                            
                            488,169
                            
                            
                            
                            333,121Accrued
      liabilities
                            
                            
                            13,091,597
                            
                            
                            
                            13,841,300Taxes
      payable
                            
                            
                            8,752,516
                            
                            
                            
                            9,002,470Total
      current liabilities
                            
                            
                            32,373,241
                            
                            
                            
                            33,966,635COMMITMENTS
      AND CONTINGENCIESEQUITY:Common
      stock, $0.001 par value, 65,000,000 shares authorized, 27,595,541 shares
      issued and outstanding as of March 31, 2010 and December 31, 2009,
      respectively
                            
                            
                            27,595
                            
                            
                            
                            27,595Additional
      paid-in-capital
                            
                            
                            21,636,811
                            
                            
                            
                            20,601,138Statutory
      reserves
                            
                            
                            7,147,795
                            
                            
                            
                            7,147,795Retained
      earnings
                            
                            
                            74,513,274
                            
                            
                            
                            69,266,049Accumulated
      other comprehensive income
                            
                            
                            7,303,764
                            
                            
                            
                            7,324,237Total
      shareholders' equity
                            
                            
                            110,629,239
                            
                            
                            
                            104,366,814Noncontrolling
      interest
                            
                            
                            574
                            
                            
                            
                            32,742Total
      equity
                            
                            
                            110,629,813
                            
                            
                            
                            104,399,556Total
      liabilities and equity
                            
                            $
                            143,003,054
                            
                            
                            $
                            138,366,191





The
accompanying notes are an integral part of these consolidated
statements.





-3-





CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES





CONSOLIDATED
STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME


FOR THE
THREE MONTHS ENDED MARCH 31, 2010 AND 2009


(Unaudited)





Three Months Ended March
31,2010
                
                
                2009REVENUESSystem
      contracting projects
                
                $
                15,521,748
                
                
                $
                13,003,184Products
                
                
                4,530,599
                
                
                
                3,124,322Maintenance
      services
                
                
                891,379
                
                
                
                584,705Total
      revenues
                
                
                20,943,726
                
                
                
                16,712,211COST
      OF REVENUESSystem
      contracting projects
                
                
                7,311,285
                
                
                
                4,807,258Products
                
                
                1,454,067
                
                
                
                1,211,653Maintenance
      services
                
                
                546,218
                
                
                
                396,541Total
      cost of revenues
                
                
                9,311,570
                
                
                
                6,415,452GROSS
      PROFIT
                
                
                11,632,156
                
                
                
                10,296,759OPERATING
      EXPENSESSelling
      and marketing
                
                
                1,996,198
                
                
                
                1,902,318General
      and administrative
                
                
                2,940,077
                
                
                
                1,680,639Depreciation
      and amortization
                
                
                200,106
                
                
                
                193,394Research
      and development
                
                
                396,896
                
                
                
                314,030Total
      operating expenses
                
                
                5,533,277
                
                
                
                4,090,381INCOME
      FROM OPERATIONS
                
                
                6,098,879
                
                
                
                6,206,378OTHER
      INCOME (EXPENSES)Other
      income
                
                
                39,344
                
                
                
                111,953Other
      expenses
                
                
                (4,081
                )
                
                
                (1,257
                )Interest
      income
                
                
                83,800
                
                
                
                122,096Total
      other income (expenses)
                
                
                119,063
                
                
                
                232,792INCOME
      BEFORE PROVISION FOR INCOME TAXES AND NONCONTROLING
    INTEREST
                
                
                6,217,942
                
                
                
                6,439,170PROVISION
      FOR INCOME TAXES
                
                
                1,002,874
                
                
                
                793,567NET
      INCOME BEFORE NONCONTROLLING INTEREST
                
                
                5,215,068
                
                
                
                5,645,603Less:
      Net loss attributable to noncontrolling interest
                
                
                (32,157
                )
                
                
                -NET
      INCOME ATTRIBUTABLE TO CONTROLLING INTEREST
                
                
                5,247,225
                
                
                
                5,645,603OTHER
      COMPREHENSIVE INCOMEForeign
      currency translation adjustment
                
                
                (20,473
                )
                
                
                (178,217
                )COMPREHENSIVE
      INCOME
                
                $
                5,226,752
                
                
                $
                5,467,386BASIC
      EARNINGS PER SHAREWeighted
      average number of shares
                
                
                27,595,541
                
                
                
                27,586,593Earnings
      per share
                
                $
                0.19
                
                
                $
                0.20DILUTED
      EARNINGS PER SHAREWeighted
      average number of shares
                
                
                28,397,085
                
                
                
                28,210,911Earnings
      per share
                
                $
                0.19
                
                
                $
                0.20





The
accompanying notes are an integral part of thes consolidated financial
statements.





-4-





CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES





CONSOLIDATED
STATEMENTS OF CHANGES IN EQUITY


(Unaudited)





Retained Earnings
                      
                      
                      Accumulated otherCommon Stock
                      
                      
                      Additional
                      
                      
                      Statutory
                      
                      
                      
                      
                      
                      comprehensive
                      
                      
                      NoncontrollingShares
                      
                      
                      Par value
                      
                      
                      paid-in-capital
                      
                      
                      reserves
                      
                      
                      Unrestricted
                      
                      
                      income
                      
                      
                      interest
                      
                      
                      TotalsBALANCE,
      December 31, 2008
                      
                      
                      27,586,593
                      
                      
                      $
                      27,586
                      
                      
                      $
                      19,357,409
                      
                      
                      $
                      7,148,827
                      
                      
                      $
                      44,850,181
                      
                      
                      $
                      7,305,144
                      
                      
                      $
                      -
                      
                      
                      $
                      78,689,147Net
      income (loss)
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      5,645,603
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      5,645,603Options
      issued to employees
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      245,049
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      245,049Foreign
      currency translation adjustment
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (178,217
                      )
                      
                      
                      
                      
                      
                      
                      (178,217
                      )BALANCE,
      March 31, 2009
                      
                      
                      27,586,593
                      
                      
                      
                      27,586
                      
                      
                      
                      19,602,458
                      
                      
                      
                      7,148,827
                      
                      
                      
                      50,495,784
                      
                      
                      
                      7,126,927
                      
                      
                      
                      -
                      
                      
                      
                      84,401,582Capital
      received from noncontrolling interest
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      88,003
                      
                      
                      
                      88,003Net
      income (loss)
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      18,769,233
                      
                      
                      
                      
                      
                      
                      
                      (55,244
                      )
                      
                      
                      18,713,989Warrants
      exercised
                      
                      
                      6,682
                      
                      
                      
                      7
                      
                      
                      
                      (7
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      -Options
      exercised
                      
                      
                      2,266
                      
                      
                      
                      2
                      
                      
                      
                      (2
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      -Options
      issued to employees
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      735,147
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      735,147Stock
      based compensation for services
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      263,542
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      263,542Deconsolidation
      of statutory reserves held in Tianjin
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      -Tianxiao
      Fire Safety Equipment Co., Ltd.
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (1,032
                      )
                      
                      
                      1,032
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      -Foreign
      currency translation adjustment
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      197,310
                      
                      
                      
                      (17
                      )
                      
                      
                      197,293BALANCE,
      December 31, 2009
                      
                      
                      27,595,541
                      
                      
                      
                      27,595
                      
                      
                      
                      20,601,138
                      
                      
                      
                      7,147,795
                      
                      
                      
                      69,266,049
                      
                      
                      
                      7,324,237
                      
                      
                      
                      32,742
                      
                      
                      
                      104,399,556Net
      income (loss)
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      5,247,225
                      
                      
                      
                      
                      
                      
                      
                      (32,157
                      )
                      
                      
                      5,215,068Options
      issued to employees
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      245,047
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      245,047Stock
      based compensation for services
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      790,626
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      790,626Foreign
      currency translation adjustment
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (20,473
                      )
                      
                      
                      (11
                      )
                      
                      
                      (20,484
                      )BALANCE,
      March 31, 2010
                      
                      
                      27,595,541
                      
                      
                      
                      27,595
                      
                      
                      
                      21,636,811
                      
                      
                      
                      7,147,795
                      
                      
                      
                      74,513,274
                      
                      
                      
                      7,303,764
                      
                      
                      
                      574
                      
                      
                      
                      110,629,813





The
accompanying notes are an integral part of these consolidated
statements.





-5-





CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES





CONSOLIDATED
STATEMENTS OF CASH FLOWS


FOR THE
THREE MONTHS ENDED MARCH 31, 2010  AND 2009





Three Months Ended March 31,2010
                        
                        
                        2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income attributable to controlling interest
                        
                        $
                        5,247,225
                        
                        
                        $
                        5,645,603Net
      loss attributable to noncontrolling interest
                        
                        
                        (32,157
                        )
                        
                        
                        -Consolidated
      net income
                        
                        
                        5,215,068
                        
                        
                        
                        5,645,603Adjustments
      to reconcile net income to cash provided by operating
      activities:Depreciation
                        
                        
                        196,621
                        
                        
                        
                        200,767Amortization
                        
                        
                        18,821
                        
                        
                        
                        18,819Provision
      for doubtful accounts
                        
                        
                        620,724
                        
                        
                        
                        277,940(Gain)
      Loss on disposal of equipment
                        
                        
                        -
                        
                        
                        
                        (2,330
                        )Options
      issued to employees
                        
                        
                        245,049
                        
                        
                        
                        245,049Stock
      based compensation for services
                        
                        
                        790,625
                        
                        
                        
                        -Provision
      for estimated warranty claims
                        
                        
                        -
                        
                        
                        
                        15,196Change
      in operating assets and liabilitiesNotes
      receivable
                        
                        
                        (1,334,580
                        )
                        
                        
                        2,633,623Accounts
      receivable
                        
                        
                        (2,006,671
                        )
                        
                        
                        (1,333,640
                        )Receivables
      from and prepayments to related parties
                        
                        
                        (1,207,294
                        )
                        
                        
                        (37,960
                        )Other
      receivables
                        
                        
                        (274,691
                        )
                        
                        
                        (133,251
                        )Refundable
      bidding and system contracting project deposits
                        
                        
                        235,653
                        
                        
                        
                        -Inventories
                        
                        
                        (216,429
                        )
                        
                        
                        502,187Costs
      and estimated earnings in excess of billings
                        
                        
                        (7,148,973
                        )
                        
                        
                        (5,156,880
                        )Employee
      advances
                        
                        
                        (455,684
                        )
                        
                        
                        (494,077
                        )Prepayments
      and deferred expenses
                        
                        
                        (233,886
                        )
                        
                        
                        491,626Accounts
      payable
                        
                        
                        (442,237
                        )
                        
                        
                        (632,044
                        )Customer
      deposits
                        
                        
                        95,042
                        
                        
                        
                        (955,466
                        )Billings
      in excess of costs and estimated earnings
                        
                        
                        (181,946
                        )
                        
                        
                        (1,451,470
                        )Other
      payables
                        
                        
                        154,995
                        
                        
                        
                        (388,150
                        )Accrued
      liabilities
                        
                        
                        (969,344
                        )
                        
                        
                        1,004,384Taxes
      payable
                        
                        
                        (249,870
                        )
                        
                        
                        2,038,035Net
      cash (used in) provided by operating activities
                        
                        
                        (7,149,007
                        )
                        
                        
                        2,487,961CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of plant and equipment
                        
                        
                        (340,642
                        )
                        
                        
                        (71,018
                        )Proceeds
      from sale of equipment
                        
                        
                        -
                        
                        
                        
                        15,278Payments
      for long term investments
                        
                        
                        (4,648
                        )
                        
                        
                        -Net
      cash used in investing activities
                        
                        
                        (345,290
                        )
                        
                        
                        (55,740
                        )CASH
      FLOWS FROM FINANCING ACTIVITIES:Change
      in restricted cash
                        
                        
                        (2,321,317
                        )
                        
                        
                        426,650Net
      cash (used in) provided by financing activities
                        
                        
                        (2,321,317
                        )
                        
                        
                        426,650EFFECT
      OF EXCHANGE RATE CHANGES ON CASH
                        
                        
                        (23,908
                        )
                        
                        
                        (158,088
                        )INCREASE
      (DECREASE) IN CASH
                        
                        
                        (9,839,522
                        )
                        
                        
                        2,700,783CASH
      and CASH EQUIVALENTS, beginning of year
                        
                        
                        34,976,880
                        
                        
                        
                        26,655,333CASH
      and CASH EQUIVALENTS, end of year
                        
                        $
                        25,137,358
                        
                        
                        $
                        29,356,116SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATIONIncome
      taxes paid
                        
                        $
                        1,125,930
                        
                        
                        $
                        -Interest
      paid
                        
                        $
                        -
                        
                        
                        $
                        -NON-CASH
      TRANSACTIONS INVESTING AND FINANCING ACTIVITIES:Reclassification
      of advances on building and equipment purchase to plant and equipment upon
      receipt of purchase
                        
                        $
                        -
                        
                        
                        $
                        249,536




The
accompanying notes are an integral part of thes consolidated
statements.





-6-


CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2010


(Unaudited)





Note
1 - Background





Principal Activities and
Reorganization





China Fire & Security Group
Inc.(the “Company” or “CFSG”), is a Florida corporation. The
Company, through its subsidiaries, is engaged in the design, development,
manufacture and sale of fire protection products and services for industrial
customers in People’s Republic of China (“China”) and India.





Recent
Developments





Investment of 5% interest in
Sureland Fire & Security India Private Ltd (“Sureland
India”)





Sureland
India was incorporated in New Delhi, India with registered capital of
$51,398 (INR2,500,000). Sureland India engages in project design, consulting and
construction services for the fire protection industry in India. In January
2010, Sureland India received approval from the India government to
accept foreign investment of 5% equity from China Fire Protection Group, Inc.
China Fire Protection Group, Inc. has completed the payment of $2,710
(INR125,000) in January 2010. After the transaction, the Company became a
minority interest holder of Sureland Indian and the investment was recorded
under the cost accounting method. The Company made an advance payment to
Sureland Fire & Security India Private Ltd. in amount of $138,672 as of
March 31, 2010 for services.





Acquisition of 100% interest
in Zeetech System Private Ltd (“Zeetech”)





Zeetech
was incorporated in New Delhi, India with registered capital of $2,215
(INR101,000). On February 4, 2010, China Fire Protection Group, Inc. signed an
agreement to acquire 100% ownership in Zeetech from the existing shareholders
for the consideration price of $2,215 (INR101,000) approximately equal to fair
value of the net assets as of January 12, 2010, which was approximately $1,938
(INR88,387). Thus, a loss of $277 was recognized in this transaction. After the
closing of the acquisition, Zeetech is 100% owned by China Fire Protection
Group, Inc. Zeetech does not currently have any operations.




Restructuring of Sureland
Industrial


During
the first quarter of 2010, our wholly-owned subsidiary, CFPG entered into an
agreement with Zeetech, our subsidiary in which we own 100%, pursuant to which
CFPG's entire interest (75%) in Sureland Industrial shall be transferred to
Zeetech. On March 12, 2010, the restructing transaction was approved by the
Chinese Ministry of Commence.  Subsequent to the transfer, China Fire &
Security Group, Inc. still holds 100% of the interest in Sureland Industrial
through its subsidiaries.


Formation
ofBeijing
Shian Kexin Technology Co., Ltd (“Shian Kexin”)





Shian
Kexin was incorporated in May 2009 in Beijing, China with registered
capital of $732,500 (RMB5,000,000). Shian Kexin is 100% owned by Sureland
Industrial and engages in technology development, transfer and consulting,
computer software development and selling of fire safe product and
equipment.





-7-





CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2010


(Unaudited)





Formation ofShenyang
Hongshida Electronics Co., Ltd (“Shenyang Hongshida”)





Shenyang
Hongshida was incorporated in Shenyang, Liaoning Province, China with registered
capital of $1,465,000 (RMB10,000,000). Pursuant to Shengyang Hongshida’s
by-laws dated on June 1, 2009, the registered capital is required to be injected over the
subsequent two years. ShenyangHongshida is 80% owned by Beijing Hua An
with 20% noncontrolling interest owned by an unrelated party. Shenyang Hongshida
engages in the production and sales of fire equipment, electronic products,
instrumentation, computer parts and providing technical advisory services.
Shenyang Hongshida will focus on the low- to middle-end segment of the fire
products market. As of March 31, 2010, the registered capital received was
$439,500 (RMB3,000,000) and the Company is in pre-operating stage.





Sale of 5% interest in King
Galaxy Investments Limited (“King Galaxy”)





During
September 2009, the Company sold its 5% interest in King Galaxy Investment
Limited at cost to Mr. Wei Jing, who is the controlling shareholder of King
Galaxy Investment Limited for cash consideration of $1.0 million. The proceeds
of $1.0 million have been fully received by the Company as of December 31,
2009. King Galaxy through its wholly owned subsidiary, China Alliance
Security Holdings Company Limited, owns 100% of Wan Sent (China) Technology Co.,
Ltd.





Restructuring of 83.3%
ownership in Tianjin Tianxiao Fire Safety Equipment Co., Ltd. (“Tianxiao
Equipment”)





On July
3, 2009, Sureland Industrial signed an agreement to transfer 83.3% ownership in
Tianxiao Equipment to Tianjin Fire Protection Equipment Co., Ltd. for
consideration approximately equal to the net assets of Tianxiao Equipment as of
June 30, 2009, which was approximately $1.6 million (RMB 10.6 million). Thus, a
loss of $913 was recognized in this transaction. The proceeds of $1.6 million
have been fully received by the Company as of December 31, 2009.





After the
restructuring, Sureland Industrial became a minority shareholder,
with 16.7% ownership in Tianxiao Equipment.  The investment is
recorded under the cost accounting method.  Sureland Industrial is
continuing to purchase fire safety and protection products through Tiaoxiao
Equipment, which does not require the classification of the deconsolidation of
Tianxiao Equipment as a discontinued operation in accordance with FASB
Accounting Standards Codification (“ASC”) 205-20-55.





-8-





CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2010


(Unaudited)





Note
2 - Summary of significant accounting policies





The reporting
entity





The
consolidated financial statements of China Fire & Security Group Inc. and
Subsidiaries reflect the activities of the parent and the following
subsidiaries:





Subsidiaries
                                
                                Incorporated in
                                
                                Ownership
                                  PercentageChina
      Fire Protection Group Inc. (“CFPG”)
                                
                                British
      Virgin Islands
                                
                                
                                100
                                %Zeetech
      System Private Limited (“Zeetech”)
                                
                                India
                                
                                
                                100
                                %Sureland
      Industrial Fire Safety Limited (“Sureland Industrial”)
                                
                                People’s
      Republic of China
                                
                                
                                100
                                %Sureland
      Industrial Fire Equipment Co. Ltd. (“Sureland Equipment”)
                                
                                People’s
      Republic of China
                                
                                
                                100
                                %Beijing
      Hua An Times Fire Safety Technology Co., Ltd. (“Beijing Hua
      An”)
                                
                                People’s
      Republic of China
                                
                                
                                100
                                %Beijing
      Shian Kexin Technology Co., Ltd
                                
                                People’s
      Republic of China
                                
                                
                                100
                                %Shenyang
      Hongshida Electronics Co., Ltd
                                
                                People’s
      Republic of China
                                
                                
                                80
                                %





Basis of
presentation





The
accompanying consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America.
All material intercompany transactions and balances have been eliminated in
consolidation.




However,
these consolidated financial statements are not indicative of a full year
of operations. The information included in this Quarterly Report on Form 10-Q
should be read in conjunction with the audited consolidated financial statements
and footnotes for the year ended December 31, 2009 included in the Company’s
Annual Report on Form 10-K.




Use of
estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles of the United States of America requires management to
make estimates and assumptions that affect the amounts reported in the combined
financial statements and accompanying notes. Management believes that the
estimates utilized in preparing its financial statements are reasonable and
prudent. Actual results could differ from these estimates.





Certain
of the Company’s accounting policies require higher degrees of
judgment than others in their application. These include the recognition of
revenue and earnings from system contracting projects under the
percentage-of-completion method, determining the fair value of stock based
compensation and the allowance of doubtful accounts and warranty expenses.
Management evaluates all of its estimates and judgments on an on-going
basis.





-9-





CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2010


(Unaudited)





Revenue
recognition





Revenue
is recognized when it is probable that the economic benefits will flow to the
Company as follows:





1.
            Revenue
      from system contracting projects are recognized using the
      percentage-of-completion method of accounting and, therefore, take into
      account the costs, estimated earnings and revenue to date on contracts not
      yet completed. Revenue recognized is that percentage of the total contract
      price that cost expended to date bears to anticipated final total cost,
      based on current estimates of costs to complete. Contract costs include
      all direct material and labor costs and those indirect costs related to
      contract performance, such as indirect labor, supplies, tools, repairs,
      and depreciation costs. Selling, general, and administrative costs are
      charged to expense as incurred. At the time a loss on a contract becomes
      known, the entire amount of the estimated ultimate loss is recognized in
      the consolidated financial statements. Claims for additional contract
      costs are recognized upon a signed change order from the
      customer.





2.
            Revenue
      from product sales is recognized when the goods are delivered and title
      has passed. Product sales revenue is presented net of a value-added tax
      (“VAT”). All of the Company’s products that are sold in the People’s
      Republic of China (“PRC”) are subject to a Chinese value-added tax at a
      rate of 17% of the gross sales price. This VAT may be offset by VAT paid
      by the Company on raw materials and other materials included in the cost
      of producing the finished product.





3.
            Revenue
      from the rendering of Maintenance Services is recognized over the service
      period on a straight-line basis.





In
accordance with ASC 605-15, “Revenue Recognition when Right of Return Exists,”
revenue is recorded net of an estimate of markdowns, price concessions and
warranty costs. Such reserve is based on management’s evaluation of historical
experience, current industry trends and estimated costs.





Enterprise Wide
Disclosure





Almost
all of the Company’s products (fire detecting products, fire alarm control
device, and water mist/sprinkler systems) are sold via system contracting
projects or as part of the integrated product sales. The composition of these
three types of products varies significantly from project to project, both in
quantity and in dollar amounts. Although the Company could provide a breakdown
of sales contribution for the Company’s own products for each project, it is
almost impossible to provide revenues for each of the products when the revenue
from each project is recognized based on a percentage of
completion.  More importantly, the revenues from the Company’s own
products do not accurately reflect the Company’s overall financial performance.
The Company is a system contracting projects provider rather than a product
vendor that sells their own products directly or through
channels.  Therefore, it is not practical to separately disclose the
revenues from external customers for each of the products.




-10-





CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2010


(Unaudited)





The
Company’s chief operating decision-makers (i.e. chief executive officer and his
direct reports) review financial information presented on a consolidated basis,
accompanied by disaggregated information about revenues by business lines for
purposes of allocating resources and evaluating financial performance. There are
no segment managers who are held accountable for operations, operating results
and plans for levels or components below the consolidated unit level. Based on
qualitative and quantitative criteria established by ASC 280-10, “Disclosures
about Segments of an Enterprise and Related Information”, the Company considers
itself to be operating within one reportable segment.




Shipping and
handling





Costs
related to shipping and handling are included in cost of revenue pursuant to ASC
605-45 “Accounting for Shipping and Handling Fees and Costs.”





Foreign currency
translation




The
reporting currency of the Company is the US dollar. The Company uses their local
currency, Renminbi (RMB) and Indian Rupee (INR), as their functional currency.
Results of operations and cash flow are translated at average exchange rates
during the period, and assets and liabilities are translated at the unified
exchange rate as quoted by the People’s Bank of China at the end of the period.
Translation adjustments resulting from this process are included in accumulated
other comprehensive income in the consolidated statements of changes in equity.




Asset and
liability accounts at March 31, 2010 were translated at 6.82 RMB to $1.00 and
45.00 INR to $1.00 as compared to 6.82 RMB to $1.00 at December 31,
2009.  Equity accounts were stated at their historical
rate.  The average translation rates of RMB applied to income
statements accounts for the three months ended March 31, 2010 and 2009 were 6.82
RMB and 6.83 RMB, respectively. The average translation rates of INR applied to
income statements accounts for the three months ended March 31, 2010 were 45.91
INR. Cash flows are also translated at average translation rates for the period,
therefore, amounts reported on the statement of cash flows will not necessarily
agree with changes in the corresponding balances on the balance
sheets.





Transaction
gains and losses that arise from exchange rate fluctuations on transactions
denominated in a currency other than the functional currency are included in the
results of operations as incurred.  Historically, the Company has not
entered any currency trading or hedging transactions, although there is no
assurance that the Company will not enter into such transactions in the
future.





-11-





CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2010


(Unaudited)





Plant and
equipment





Plant and
equipment are stated at cost less accumulated depreciation. Depreciation is
computed using the straight-line method over the estimated useful lives of the
assets with a 5% residual value.  Depreciation expense amounted to
$196,621, and $200,767
for the three months ended March 31, 2010 and 2009, respectively.





Estimated
useful lives of the assets are as follows:





Useful
              LifeBuildings
      and improvements
            40
      yearsTransportation
      equipment
            5
      yearsMachinery
            10
      yearsOffice
      equipment
            5
      yearsFurniture
            5
      years




Construction
in progress represents the costs incurred in connection with the construction of
buildings or additions to the Company’s plant facilities. No depreciation is
provided for construction in progress until such time as the assets are
completed and placed into service. Interest incurred during construction is
capitalized into construction in progress. All other interest is expensed as
incurred.





The cost
and related accumulated depreciation of assets sold or otherwise retired are
eliminated from the accounts and any gain or loss is included in the
consolidated statements of income. Maintenance, repairs and minor renewals are
charged directly to expense as incurred. Major additions and betterments to
buildings and equipment are capitalized.





Long-term
assets of the Company are reviewed at least annually, more often if
circumstances dictate, to determine whether their carrying value has become
impaired. The Company considers assets to be impaired if the carrying value
exceeds the future projected cash flows from related operations. The Company
evaluates the periods of depreciation and amortization to determine whether
subsequent events and circumstances warrant revised estimates of useful lives.
As of March 31, 2010, the Company expects these assets to be fully
recoverable.





-12-





CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2010


(Unaudited)




Plant and
equipment consists of the following:





March 31,
                            2010
                            (Unaudited)
                          
                          
                          December 31,
                            2009Buildings
      and improvements
                          
                          $
                          6,417,181
                          
                          
                          $
                          6,439,015Transportation
      equipment
                          
                          
                          3,323,226
                          
                          
                          
                          3,307,236Machinery
                          
                          
                          901,250
                          
                          
                          
                          900,781Office
      equipment
                          
                          
                          1,429,265
                          
                          
                          
                          1,348,261Furniture
                          
                          
                          148,096
                          
                          
                          
                          165,736Total
      depreciable assets
                          
                          
                          12,219,018
                          
                          
                          
                          12,161,029Less
      accumulated depreciation
                          
                          
                          (4,074,292
                          )
                          
                          
                          (3,875,487
                          )Construction
      in progress
                          
                          
                          617,053
                          
                          
                          
                          331,979Plant
      and equipment, net
                          
                          $
                          8,761,779
                          
                          
                          $
                          8,617,521





Concentration of
risk





Cash
includes cash on hand and demand deposits in accounts maintained with state
owned banks within the People’s Republic of China, Hong Kong and India. The
Company maintains balances at financial institutions which, from time to time,
may exceed Hong Kong Deposit Protection Board insured limits for the banks
located in Hong Kong and India. Balances at financial institutions or state
owned banks within the PRC are not covered by insurance.  The balances
maintained in India are deposited in the branch of DBS Bank (Singapore) Limited,
which are fully insured by the Government of Singapore until December 31, 2010.
As of March 31, 2010 and December 31, 2009, the Company had deposits (including
restricted cash balances) totaling to $32,546,173 and $33,603,047, respectively,
that are not covered by insurance. The Company has not experienced any losses in
such accounts and believes it is not exposed to any risks on its cash in bank
accounts.





The
Company's operations are mainly carried out in the PRC while the revenue
recognized from operations in India is immaterial to the Company’s financial
statement. Accordingly, the Company's business, financial condition and results
of operations may be influenced by the political, economic and legal
environments in the PRC, and by the general state of the PRC's economy. The
Company's operations in the PRC are subject to specific considerations and
significant risks not typically associated with companies in the North America
and Western Europe. These include risks associated with, among others, the
political, economic and legal environments and foreign currency exchange. The
Company's results may be adversely affected by changes in governmental policies
with respect to laws and regulations, anti-inflationary measures, currency
conversion and remittance abroad, and rates and methods of taxation, among other
things.





-13-





CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2010


(Unaudited)





The
Company has one major customer who represents approximately 60% of the Company’s
sales for the three months ended March 31, 2010. Accounts receivable from this
customer were $0 as of March 31, 2010.





Cash and cash
equivalents





The
Company considers all highly liquid investments with original maturities of
three months or less to be cash equivalents.  Cash and cash
equivalents also include unrestricted time deposits.




Restricted
cash





Restricted
cash represents cash required to be deposited in a separate bank account subject
to withdrawal restrictions by its system contracting projects and product sales
customers to guarantee its contracts will be performed. The deposit cannot be
drawn or transferred by the Company until the restriction period has
expired.





Restricted
cash consists of the following:





March 31, 2010
                      (Unaudited)
                    
                    
                    December 31,
                      2009Restricted
      cashProducts
      sales
                    
                    $
                    3,816,765
                    
                    
                    $
                    3,728,599System
      contracting projects
                    
                    
                    3,945,383
                    
                    
                    
                    1,711,441Total
      restricted cash
                    
                    
                    7,762,148
                    
                    
                    
                    5,440,040Restricted
      cash - non current
                    
                    
                    (2,020,865
                    )
                    
                    
                    (3,602,906
                    )Restricted
      cash - current
                    
                    $
                    5,741,283
                    
                    
                    $
                    1,837,134





Inventories





Inventories
are stated at the lower of cost or market, using the weighted average
method.





Inventories
consist of the following as of:




March 31, 2010
                      (Unaudited)
                    
                    
                    December 31,
                      2009Raw
      materials
                    
                    $
                    176,259
                    
                    
                    $
                    144,829Finished
      goods
                    
                    
                    4,139,280
                    
                    
                    
                    4,574,075Work
      in progress
                    
                    
                    1,261,496
                    
                    
                    
                    641,616Total
                    
                    $
                    5,577,035
                    
                    
                    $
                    5,360,520




-14-




CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES
 
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 March 31,
2010
 (Unaudited)




Raw
materials consist primarily of materials used in production. Finished goods
consist primarily of equipment used in product sales and system contracting
projects. The costs of finished goods include direct costs of raw materials as
well as direct labor used in production. Indirect production costs such as
utilities and indirect labor related to production such as assembling, shipping
and handling costs are also included in the cost of inventory.  The
Company reviews its inventories periodically to determine if any reserves are
necessary for potential obsolescence. As of March 31, 2010 and December 31,
2009, the Company determined no reserves are necessary.





Accounts
receivable





Accounts
receivable represents amounts due from customers for products sales, maintenance
services and system contracting projects. Overdue balances are reviewed
regularly by senior management. Reserves are recorded when collection of amounts
due are in doubt.  Delinquent account balances are written-off after
management has determined that the likelihood of collection is not probable,
known bad debts are written off against allowance for doubtful accounts when
identified.





Accounts
receivable consists of the following:


March 31, 2010
                    (Unaudited)
                  
                  
                  December 31,
                    2009Accounts
      receivable:System
      contracting projects
                  
                  $
                  19,434,604
                  
                  
                  $
                  23,814,248Maintenance
      services
                  
                  
                  3,440,464
                  
                  
                  
                  3,190,843Products
      sales
                  
                  
                  20,125,640
                  
                  
                  
                  13,988,263Total
      accounts receivable
                  
                  
                  43,000,708
                  
                  
                  
                  40,993,354Allowance
      for bad debts
                  
                  
                  (7,160,723
                  )
                  
                  
                  (6,539,787
                  )Accounts
      receivable, net
                  
                  
                  35,839,985
                  
                  
                  
                  34,453,567Accounts
      receivable - non-current retentions
                  
                  
                  (3,977,360
                  )
                  
                  
                  (3,463,998
                  )Accounts
      receivable - current
                  
                  $
                  31,862,625
                  
                  
                  $
                  30,989,569





The
activity in the allowance for doubtful accounts for trade accounts receivable
for the three months ended March 31, 2010 and for the year ended December 31,
2009 is as follows:





March 31, 2010
                    (Unaudited)
                  
                  
                  December 31,
                    2009Beginning
      allowance for doubtful accounts
                  
                  $
                  6,539,787
                  
                  
                  $
                  4,370,362Additional
      charged to bad debt expense
                  
                  
                  620,724
                  
                  
                  
                  2,172,588Write-off
      charged against the allowance
                  
                  
                  -
                  
                  
                  
                  -Foreign
      currency translation adjustment
                  
                  
                  212
                  
                  
                  
                  (3,163
                  )Ending
      allowance for doubtful accounts
                  
                  $
                  7,160,723
                  
                  
                  $
                  6,539,787





-15-





CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2010


(Unaudited)





Retentions
held by customers of system contracting projects included in the Company’s
accounts receivable are as follows:


March 31, 2010
                    (Unaudited)
                  
                  
                  December 31,
                    2009RetentionsCurrent
                  
                  $
                  3,113,089
                  
                  
                  $
                  2,967,248Non-current
                  
                  
                  3,977,360
                  
                  
                  
                  3,463,998Total
      retentions
                  
                  $
                  7,090,449
                  
                  
                  $
                  6,431,246





These
balances represent portions of billings made by the Company but held for payment
by the customer pending satisfactory completion of the project. Retention
payments are generally collected within one year of the completion of the
project.





Costs and estimated earnings
in excess of billings





The
current asset, “Costs and estimated earnings in excess of billings” on
contracts, represents revenues recognized in excess of amounts
billed.





Costs and
estimated earnings in excess of billings consist of the following:


March 31, 2010
                    (Unaudited)
                  
                  
                  December 31,
                    2009Contract
      costs incurred plus recognized profits less recognized losses to
      date
                  
                  $
                  123,032,222
                  
                  
                  $
                  116,754,059Less:
      progress billings
                  
                  
                  (79,318,240
                  )
                  
                  
                  (80,191,486
                  )Costs
      and estimated earnings in excess of billings
                  
                  $
                  43,713,982
                  
                  
                  $
                  36,562,573





Billings in excess of costs
and estimated earnings





The
current liability, “Billings in excess of costs and estimated earnings” on
contracts, represents billings in excess of revenues recognized.





-16-





CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2010


(Unaudited)





Billings
in excess of costs and estimated earnings consists of the
following:





March 31, 2010
                    (Unaudited)
                  
                  
                  December 31,
                    2009Progress
      billings
                  
                  $
                  16,508,780
                  
                  
                  $
                  14,679,369Less:
      contracts costs incurred plus recognized profits less recognized losses to
      date
                  
                  
                  (17,756,772
                  )
                  
                  
                  (16,109,368
                  )Billings
      in excess of costs and estimated earnings
                  
                  $
                  1,247,992
                  
                  
                  $
                  1,429,999





Research and
development





Research
and development expenses include salaries, consultant fees, supplies and
materials, as well as costs related to other overhead such as depreciation,
facilities, utilities and other departmental expenses. The costs the Company
incur with respect to internally developed technology and engineering services
are included in research and development expenses as incurred as they do not
directly relate to any particular licensee, license agreement or licenses
fee.





Warranty





Generally,
the Company’s products are not covered by specific warranty terms. However, it
is the Company’s policy to replace parts if they become defective within one
year after deployment at no additional charge to the customer.  The
Company maintains a provision for potential warranty costs on these products for
one year.  This provision represents management’s assessment of the
Company’s history of warranty costs while incorporating estimates by the quality
review staff of the potential product failure rates.  The Company
records a warranty obligation in selling expense at the time revenue is
recognized.   For the three months ended March 31, 2010 and 2009,
the Company recorded $0, and $15,196, respectively, as a provision for estimated
warranty claims.





Fair value of financial
instruments





ASC
825-10-50, "Disclosures about Fair Value of Financial Instruments," defines
financial instruments and requires fair value disclosures for those instruments.
ASC 820-10, "Fair Value Measurements," adopted January 1, 2008, defines fair
value, establishes a three-level valuation hierarchy for disclosures of fair
value measurement and enhances disclosure requirements for fair value measures.
The carrying amounts reported in the balance sheets for receivables and payables
qualify as financial instruments and are a reasonable estimate of fair value
because of the short period of time between the origination of such instruments
and their expected realization and their current market rate of interest. The
three levels are defined as follow:





-17-





CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2010


(Unaudited)





·
            Level
      1 inputs to the valuation methodology are quoted prices (unadjusted) for
      identical assets or liabilities in active
  markets.


·
            Level
      2 inputs to the valuation methodology include quoted prices for similar
      assets and liabilities in active markets, and inputs that are observable
      for the assets or liability, either directly or indirectly, for
      substantially the full term of the financial
  instruments.


·
            Level
      3 inputs to the valuation methodology are unobservable and significant to
      the fair value.





Investments
in joint ventures are also a financial instrument.  The Company
invested $167,237 (RMB 1,140,000) in Hubei Shou An Changjiang Fire Protection
Co., Ltd for 19% equity interest, invested $310,600 in Tianxiao Fire Safety
Equipment Co., Ltd. for 16.7% ownership and $2,710 in Sureland India for 5%
equity interest. Total investment as of March 31, 2010 amounted to $480,547;
there is no quoted or observable market price for the fair value of similar long
term investments in joint ventures.  The Company then used the level 3
inputs for its valuation methodology. The determination of the fair value was
based on the cost of the capital contributed to the joint ventures.





The
Company did not identify any assets and liabilities that are required to be
presented on the balance sheet at fair value in accordance with ASC
820-10.





Intangible
assets





Land use
rights - All land in the People’s Republic of China is owned by the government.
However, the government grants the user “land use rights”. The Company acquired
land use rights in 2001 and the land use rights expire in 2051. The costs of
these rights are being amortized over fifty years using the straight-line
method.





Technology
rights - In May 2007, the Company acquired the rights to manufacture
two fire protection products and the costs of these rights are being
amortized over ten years using the straight-line method.





Intangible
assets consist of the following:


March 31, 2010
                    (Unaudited)
                  
                  
                  December 31,
                    2009Land
      use rights
                  
                  $
                  770,789
                  
                  
                  $
                  770,789Technology
      rights
                  
                  
                  608,745
                  
                  
                  
                  608,745Accumulated
      amortization
                  
                  
                  (357,201
                  )
                  
                  
                  (338,378
                  )Balance
                  
                  $
                  1,022,333
                  
                  
                  $
                  1,041,156





Amortization
expense amounted to $18,821 and $18,819
for the three months ended March 31, 2010 and 2009, respectively.





-18-





CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2010


(Unaudited)





Intangible
assets of the Company are reviewed annually, or more often when circumstances
require, to determine whether their carrying value has become impaired. The
Company considers assets to be impaired if the carrying value exceeds the future
projected cash flows from related operations. The Company also evaluates the
periods of amortization to determine whether subsequent events and circumstances
warrant revised estimates of useful lives. As of
March 31, 2010,
the Company expects these assets to be fully recoverable.





Income
taxes





The
Company reports income taxes pursuant to ASC 740, “Accounting for Income Taxes”
ASC 740-10, “Accounting for Uncertainty in Income Taxes” (formerly “FIN 48”).
ASC 740 requires the recognition of deferred income tax liabilities and assets
for the expected future tax consequences of temporary differences between income
tax basis and financial reporting basis of assets and liabilities. Provision for
income taxes consist of taxes currently due plus deferred taxes. Deferred tax
assets amounted to $28,339and
$84,126 as of March 31, 2010 andDecember
31, 2009, respectively, and are classified as prepayment and deferred expenses
in the accompanying consolidated balance sheets.





Under ASC
740-10, a tax position is recognized as a benefit only if it is “more likely
than not” that the tax position would be sustained in a tax examination, with a
tax examination being presumed to occur. The amount recognized is the largest
amount of tax benefit that is greater than 50% likely of being realized on
examination. For tax positions not meeting the “more likely than not” test, no
tax benefit is recorded. ASC 740-10 also provides guidance on de-recognition,
classification, interest and penalties, accounting in interim periods,
disclosures, and transition.





The
Company’s operations are subject to income and transaction taxes in the United
States, the PRC and the India jurisdictions. Significant estimates and judgments
are required in determining the Company’s worldwide provision for income taxes.
Some of these estimates are based on interpretations of existing tax laws or
regulations. The ultimate amount of tax liability may be uncertain as a
result.





The
Company does not anticipate any events which could cause change to these
uncertainties.





The
charge for taxation is based on the results for the year as adjusted for items,
which are non-assessable or disallowed. It is calculated using tax rates that
have been enacted or substantively enacted by the balance sheet
date.





Deferred
tax is accounted for using the balance sheet liability method in respect of
temporary differences arising from differences between the carrying amount of
assets and liabilities in the financial statements and the corresponding tax
basis used in the computation of assessable tax profit.





-19-





CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2010


(Unaudited)





In
principal, deferred tax liabilities are recognized for all taxable temporary
differences, and deferred tax assets are recognized to the extent that it is
probable that taxable profit will be available against which deductible
temporary differences can be utilized. Deferred tax is calculated using tax
rates that are expected to apply to the period when the asset is realized or the
liability is settled. Deferred tax is charged or credited in the income
statement, except when it is related to items credited or charged directly to
equity, in which case the deferred tax is also dealt with in equity. Deferred
tax assets and liabilities are offset when they relate to income taxes levied by
the same taxation authority and the Company intends to settle its current tax
assets and liabilities on a net basis.





Value Added
Tax





Enterprises
or individuals who sell products, engage in repair and maintenance or import and
export goods in the PRC are subject to a value added tax in accordance with
Chinese laws. The value added tax standard rate is 17% of the gross sales price.
A credit is available whereby VAT paid on the purchases of semi-finished
products or raw materials used in the contract and production of the Company’s
finished products can be used to offset the VAT due on sales of the finished
product.  All of our PRC subsidiaries’ VAT is subject to 17% rate
except Beijing Hua An.  To support the development of the software
industry, the Chinese government has instituted policies to rebate VAT charged
for software certified by the government up to 14%. As a result, Beijing Hua An,
is paying its VAT at an effective rate of 3% for their intercompany software
sales.





VAT on
sales and VAT on purchases amounted to $1,467,891 and $844,159 for the three
months ended March 31, 2010, respectively. VAT on sales and VAT on purchases
amounted to $980,467 and $793,772 for the three months ended March 31, 2009.
Sales and purchases are recorded net of VAT collected and paid as the Company
acts as an agent for the government. VAT taxes are not impacted by the income
tax holiday.





Stock-based
compensation





The
Company adopted ASC 718, “Accounting for Stock-Based Compensation” at the
beginning of 2006, which defines a fair-value-based method of accounting for
stock-based employee compensation and transactions in which an entity issues its
equity instruments to acquire goods and services from non-employees. Stock
compensation granted to non-employees has been determined in accordance with ASC
718 and the ASC 505-50, "Accounting for Equity Instruments that are issued to
Other than Employees for Acquiring, or in Conjunction with Selling Goods or
Services", as the fair value of the consideration received or the fair value of
equity instruments issued, whichever is more reliably measured.





-20-





CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2010


(Unaudited)





Recently issued accounting
pronouncements





In
December 2009, FASB issued ASU No. 2009-16, Accounting for Transfers of
Financial Assets. This Accounting Standards Update amends the FASB Accounting
Standards Codification for the issuance of FASB Statement No. 166, Accounting for Transfers of
Financial Assets—an amendment of FASB Statement No. 140.The amendments in
this Accounting Standards Update improve financial reporting by eliminating the
exceptions for qualifying special-purpose entities from the consolidation
guidance and the exception that permitted sale accounting for certain mortgage
securitizations when a transferor has not surrendered control over the
transferred financial assets. In addition, the amendments require enhanced
disclosures about the risks that a transferor continues to be exposed to because
of its continuing involvement in transferred financial assets. Comparability and
consistency in accounting for transferred financial assets will also be improved
through clarifications of the requirements for isolation and limitations on
portions of financial assets that are eligible for sale accounting. The Company
does not expect the adoption of this ASU to have a material impact on its
consolidated financial statements.





In
December, 2009, FASB issued ASU No. 2009-17, Improvements to Financial Reporting
by Enterprises Involved with Variable Interest Entities. This Accounting
Standards Update amends the FASB Accounting Standards Codification for the
issuance of FASB Statement No. 167, Amendments to FASB Interpretation
No. 46(R). The amendments in this Accounting Standards Update replace the
quantitative-based risks and rewards calculation for determining which reporting
entity, if any, has a controlling financial interest in a variable interest
entity with an approach focused on identifying which reporting entity has the
power to direct the activities of a variable interest entity that most
significantly impact the entity’s economic performance and (1) the obligation to
absorb losses of the entity or (2) the right to receive benefits from the
entity. An approach that is expected to be primarily qualitative will be more
effective for identifying which reporting entity has a controlling financial
interest in a variable interest entity. The amendments in this Update also
require additional disclosures about a reporting entity’s involvement in
variable interest entities, which will enhance the information provided to users
of financial statements. The Company is currently evaluating the impact of this
ASU, however, the Company does not expect the adoption of this ASU to have a
material impact on its consolidated financial statements.




In
January 2010, FASB issued ASU No. 2010-01- "Accounting for Distributions to
Shareholders with Components of Stock and Cash." The amendments in this Update
clarify that the stock portion of a distribution to shareholders that allows
them to elect to receive cash or stock with a potential limitation on the total
amount of cash that all shareholders can elect to receive in the aggregate is
considered a share issuance that is reflected in EPS prospectively and is not a
stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings
Per Share). The amendments in this update are effective for interim and
annual periods ending on or after December 15, 2009, and should be applied on a
retrospective basis. Adoption of this ASU does not have material impact on the
Company’s consolidated financial statements.





-21-





CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2010


(Unaudited)





In
January 2010, FASB issued ASU No. 2010-02 – "Accounting and Reporting for
Decreases in Ownership of a Subsidiary – a Scope Clarification." The amendments
in this Update affect accounting and reporting by an entity that experiences a
decrease in ownership in a subsidiary that is a business or nonprofit activity.
The amendments also affect accounting and reporting by an entity that exchanges
a group of assets that constitutes a business or nonprofit activity for an
equity interest in another entity.  The amendments in this update are
effective beginning in the period that an entity adopts SFAS No. 160,
“Non-controlling Interests in Consolidated Financial Statements – An Amendment
of ARB No. 51.” If an entity has previously adopted SFAS No. 160 as of the date
the amendments in this update are included in the Accounting Standards
Codification, the amendments in this update are effective beginning in the first
interim or annual reporting period ending on or after December 15, 2009. The
amendments in this update should be applied retrospectively to the first period
that an entity adopted SFAS No. 160. Adoption of this ASU does not have material
impact on the Company’s consolidated financial statements.





In
January 2010, FASB issued ASU No. 2010-06 – "Improving Disclosures about Fair
Value Measurements." This update provides amendments to Subtopic 820-10 that
requires new disclosure as follows: 1) Transfers in and out of Levels 1 and
2.  A reporting entity should disclose separately the amounts of
significant transfers in and out of Level 1 and Level 2 fair value measurements
and describe the reasons for the transfers.  2)  Activity in
Level 3 fair value measurements.  In the reconciliation for fair value
measurements using significant unobservable inputs (Level 3), a reporting entity
should present separately information about purchases, sales, issuances, and
settlements (that is, on a gross basis rather than as one net number). This
update provides amendments to Subtopic 820-10 that clarify existing disclosures
as follows: 1) Level of disaggregation. A reporting entity should provide
fair value measurement disclosures for each class of assets and liabilities. A
class is often a subset of assets or liabilities within a line item in the
statement of financial position. A reporting entity needs to use judgment in
determining the appropriate classes of assets and liabilities.
2) Disclosures about inputs and valuation techniques. A reporting entity
should provide disclosures about the valuation techniques and inputs used to
measure fair value for both recurring and nonrecurring fair value measurements.
Those disclosures are required for fair value measurements that fall in either
Level 2 or Level 3. The new disclosures and clarifications of existing
disclosures are effective for interim and annual reporting periods beginning
after December 15, 2009, except for the disclosures about purchases, sales,
issuances, and settlements in the roll forward of activity in Level 3 fair value
measurements. These disclosures are effective for fiscal years beginning after
December 15, 2010, and for interim periods within those fiscal years. The
Company is currently evaluating the impact of this ASU, however, the Company
does not expect the adoption of this ASU to have a material impact on its
consolidated financial statements.





-22-





CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2010


(Unaudited)





In
February 2010, the FASB issued Accounting Standards Update 2010-09, “Subsequent
Events (Topic 855): Amendments to Certain Recognition and Disclosure
Requirements,” or ASU 2010-09. ASU 2010-09 primarily rescinds the requirement
that, for listed companies, financial statements clearly disclose the date
through which subsequent events have been evaluated. Subsequent events must
still be evaluated through the date of financial statement issuance; however,
the disclosure requirement has been removed to avoid conflicts with other SEC
guidelines. ASU 2010-09 was effective immediately upon issuance and was adopted
in February 2010.





Reclassifications





Certain
prior period amounts have been reclassified to conform to the current period
presentation. These reclassifications have no effect on net income or cash
flows.





Note
3 - Earnings per share





The
Company reports earnings per share in accordance with the provisions of ASC
260-10, “Earnings per Share.” ASC260-10 requires presentation of basic and
diluted earnings per share in conjunction with the disclosure of the methodology
used in computing such earnings per share.  Basic earnings per share
are computed by dividing income available to common stockholders by the weighted
average common shares outstanding during the period. Diluted earnings per share
takes into account the potential dilution that could occur if securities or
other contracts to issue common stock were exercised and converted into common
stock.





The
following is a reconciliation of the basic and diluted earnings per share
computation for the three months ended March 31:





2010
                      (Unaudited)
                    
                    
                    2009
                      (Unaudited)Net
      income for earnings per share
                    
                    $
                    5,247,225
                    
                    
                    $
                    5,645,603Weighted
      average shares used in basic computation
                    
                    
                    27,595,541
                    
                    
                    
                    27,586,593Diluted
      effect of stock options and warrants
                    
                    
                    801,544
                    
                    
                    
                    624,318Weighted
      average shares used in diluted computation
                    
                    
                    28,397,085
                    
                    
                    
                    28,210,911Earnings
      per share:Basic
                    
                    $
                    0.19
                    
                    
                    $
                    0.20Diluted
                    
                    $
                    0.19
                    
                    
                    $
                    0.20





-23-





CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2010


(Unaudited)





As of
March 31, 2010 and 2009, all outstanding stock options and restricted stocks
were included in the calculation of diluted earnings per share.





Note
4 - Related party transactions





The
Company has other receivable from Hubei Shou An Changjiang Fire Protection
Co., Ltd. (“Hubei Shou An”), in which the Company has a 19% ownership interest.
The accounts receivable due from Hubei Shou An was $155,433 as of March 31,
2010, which resulted from product sales prior to December 31, 2009. This
amount is expected to be repaid by December 31, 2010 in cash.





In
addition, the Company has accounts receivable from Hubei Shou An in the amounts
of $400,284 and $396,359 as of March 31, 2010 and December 31, 2009,
respectively.  This balance was for operating capital in Hubei Shou An
and is expected to be repaid by December 31, 2010 in cash.





The
Company has prepayments to Tianjin Tianxiao Fire Safety Equipment Co., Ltd., in
which the Company has 16.7% ownership interest. The prepayment to Tianjin
Tianxiao Fire Safety Equipment Co., Ltd. was $1,065,062 as of March 31, 2010 and
accounts payable were $272,994 as of December 31, 2009, resulting from product
purchases of $1,407,126 for the three months ended March 31, 2010, after the
restructuring of 83.3% ownership interest in Tianxiao Equipment.





Advance
payments to Sureland India were $138,672 and $103,174 as of March 31, 2010 and
December 31, 2009, respectively.  This balance was for the advance
payment to Sureland India for the delivery of future services.





Note
5 - Notes receivable





Notes
receivable represents trade accounts receivable due from various customers where
the customers’ bank has guaranteed the payment of the receivable. This amount is
non-interest bearing and is normally paid within three to nine months. The
Company has the ability to submit their request for payment to the customer’s
bank earlier than the scheduled payment date. However, the Company will incur an
interest charge and a processing fee when they submit the payment request early.
The Company‘s notes receivable totaled $5,609,303 and$4,274,268
as of March 31, 2010 and December 31, 2009, respectively.





-24-


CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES
 
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 March 31,
2010
 (Unaudited)


Note
6 - Prepayments and deferred expenses





Prepayments
and deferred expenses are monies deposited with or advanced to subcontractors to
perform services on system contracting projects. Some subcontractors require a
certain amount of money to be deposited as a guarantee payment in order for them
to start performing the services.  Prepayments and deferred expenses
also include monies deposited or advanced to vendors on future inventory
purchases to ensure timely delivery. The total outstanding amount was $3,633,930
and $3,397,358 as of March 31, 2010 and December 31, 2009,
respectively.





Note
7 - Investment in joint ventures





During
the second quarter of 2007, the Company invested $167,237(RMB1,
140,000) for a 19% interest in Hubei Shou An Changjiang Fire Protection Co.,
Ltd., located in China Hubei, PRC.  The investment is recorded under
the cost accounting method.





As of
December 31, 2009, the Company held an investment of $310,600 (RMB2, 117,246)
for a 16.7% interest in Tianjin Tianxiao Fire Safety Equipment Co., Ltd. as a
non-controlling interest holder. The investment is recorded under the cost
accounting method at fair value at the deconsolidation date.





In
January, 2010, the company invested $2,710 (INR125,000) for a 5% interest in
Sureland India as a non-controlling interest holder. The investment is recorded
under the cost accounting method.





Note
8 - Customer deposits





Customer
deposits represent amounts advanced by customers on products orders and
maintenance services deposits and system contracting projects deposits. The
product or service normally is shipped or performed within nine months after
receipt of the advance payment and the related sale is recognized in accordance
with the Company’s revenue recognition policy.  Customer deposits also
represent amounts advanced by customers on system contracting projects deposits.
The advance payment will apply to the invoices when the Company bills the
customer based on the progression of the projects. As of March 31, 2010 and
December 31, 2009, customer deposits amounted to $2,277,836, and $2,182,790,
respectively.





-25-





CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2010


(Unaudited)





Note
9 - Accrued liabilities





Accrued
liabilities represent subcontractors’ expenses incurred as of the balance sheet
date for system contracting projects. Accrued liabilities also represent an
accrued estimation of warranty expenses.  As of March 31, 2010 and
December 31, 2009, accrued liabilities amounted to $13,091,597 and $13,841,300
respectively.





Note
10 - Income taxes





Local PRC Income
Tax.





Starting
from January 1, 2008, all of the Company’s Chinese subsidiaries are subject to a
25% income tax rate according to the newly issued Income Tax Laws of the PRC.
According to the PRC’s central government policy, certain new technologies
and/or high technology companies will enjoy preferential tax rate of 15%,
instead of 25%. Beijing Hua An qualifies for the preferential tax
treatment. Sureland Industrial, Sureland Equipment and Beijing Hua An will
receive a 50% income tax reduction for three years beginning in January 2009 due
to the fact that they are located in a specially designated region.





India Project Office Income
Tax





The
Company’s operation in India is managed on a project basis and projects are
conducted under the name of CFPG or Sureland Industrial as a foreign enterprise.
Under the India Income Tax Act, the Company’s projects are generally subject to
an income tax at an effective rate of 40% on income reported in the statutory
financial statements after appropriate tax adjustments in accordance with Indian
tax regulations.





The
Company’s subsidiaries are paying the following tax rate for three months ended
March 31, 2010





Subsidiaries
                  
                  Income tax
                    exemption
                  
                  
                  Effective
                    income tax
                    rateSureland
      Industrial
                  
                  
                  12.5
                  %
                  
                  
                  12.5
                  %Sureland
      Equipment
                  
                  
                  12.5
                  %
                  
                  
                  12.5
                  %Beijing
      Hua An
                  
                  
                  17.5
                  %
                  
                  
                  7.5
                  %Shian
      Kexin
                  
                  
                  -
                  %
                  
                  
                  25.0
                  %Zeetech
                  
                  
                  -
                  
                  
                  
                  40.0
                  %India
      Project Office
                  
                  
                  -
                  %
                  
                  
                  40.0
                  %Shanyang
      Hongshida
                  
                  
                  -
                  %
                  
                  
                  25.0
                  %





-26-





CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2010


(Unaudited)





The
provision for income taxes amounted to $1,002,874 and $793,567
for the three months ended March 31, 2010 and 2009, respectively.





The
following table reconciles the U.S. statutory rates to the Company’s effective
tax rate for the three months ended March 31:





2010
                      (Unaudited)
                    
                    
                    2009
                      (Unaudited)U.S.
      Statutory rates
                    
                    
                    34.0
                    %
                    
                    
                    34.0
                    %Foreign
      income not recognized in USA
                    
                    
                    (34.0
                    )
                    
                    
                    (34.0
                    )China
      income taxes
                    
                    
                    25.0
                    
                    
                    
                    25.0China
      income tax exemption
                    
                    
                    (18.3
                    )
                    
                    
                    (13.7
                    )Other
      item (1)
                    
                    
                    9.4
                    
                    
                    
                    1.0Total
      provision for income taxes
                    
                    
                    16.1
                    %
                    
                    
                    12.3
                    %





(1)  The
9.4% and 1% represents $1,387,159 and $420,063 in expenses incurred by CFSG and
CFPG that are not deductible in PRC for the three months ended March 31, 2010,
and 2009, respectively.





The
estimated tax savings for the three months ended March 31, 2010 and 2009
amounted to $1,139,778 and $785,479,
respectively. The net effect on basic and diluted earnings per share if the
income tax had been applied would reduce basic and diluted earnings per share
for the three months ended March 31, 2010, and 2009 by $0.04
respectively.





China
Fire & Security Group, Inc. was incorporated in the United States and has
incurred net operating losses of $0 for income tax purposes for the three months
ended March 31, 2010.  The estimated net operating loss carry forwards
for United States income taxes amounted to $1,042,671 which may be available to
reduce future years’ taxable income.  These carry forwards will
expire, if not utilize, from 2025 through 2027.  Management believes
that the realization of the benefits from these losses appears uncertain due to
the Company’s limited operating history and continuing losses for United States
income tax purposes.  Accordingly, the Company has provided a 100%
valuation allowance on the deferred tax asset benefit to reduce the asset to
zero.  The net change in the valuation allowance for the three
months  ended March 31, 2010 and 2009 was $0 and the accumulated
valuation allowance as of March 31, 2010 amounted to $354,508. Management
reviews this valuation allowance periodically and makes adjustments as
warranted.





The
Company has cumulative undistributed earnings of foreign subsidiaries of
approximately $78.3 million as of March 31, 2010, which is included in
the consolidated retained earnings and will continue to be indefinitely
reinvested in international operations.  Accordingly, no provision has been
made for U.S. deferred taxes related to future repatriation of these earnings,
nor is it practicable to estimate the amount of income taxes that would have to
be provided if the Company concluded that such earnings will be remitted in the
future.





-27-


CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES
 
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 March 31,
2010
 (Unaudited)


Taxes
payable





Taxes
payable consisted of the following:


March 31, 2010
                    (Unaudited)
                  
                  
                  December 31,
                    2009VAT
      taxes payable
                  
                  $
                  4,348,070
                  
                  
                  $
                  4,636,786Income
      taxes payable
                  
                  
                  2,720,462
                  
                  
                  
                  2,936,047Sales
      taxes
                  
                  
                  1,592,287
                  
                  
                  
                  1,358,372Other
      taxes payable
                  
                  
                  91,697
                  
                  
                  
                  71,265Total
                  
                  $
                  8,752,516
                  
                  
                  $
                  9,002,470





Note
11 - Retirement plan





The
Company and its subsidiaries are required to participate in a central pension
scheme operated by the local municipal government. The Company is required to
contribute 20% of its payroll costs to the central pension scheme in 2010 and
2009. The contributions are charged to the consolidated income statement of the
Company as they become payable in accordance with the rules of the scheme. The
aggregate contributions of the Company to retirement benefit schemes amounted to
$100,429, and $46,512 for
the three months ended March 31, 2010 and 2009, respectively.





Note
12 - Statutory reserves





The laws
and regulations of the People’s Republic of China require that before an
enterprise distributes profits to its partners, it must first satisfy all tax
liabilities, provide for losses in previous years, and make allocations, in
proportions determined at the discretion of the board of directors, after the
statutory reserve. The statutory reserves include a surplus reserve fund and the
enterprise fund. These statutory reserves represent restricted retained
earnings.





Surplus reserve
fund





The
Company is required to transfer 10% of its net income, as determined in
accordance with the PRC accounting rules and regulations, to a statutory surplus
reserve fund until such reserve balance reaches 50% of the Company’s registered
capital.





-28-





CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2010


(Unaudited)





The
transfer to this reserve must be made before distribution of any dividend to
shareholders. The surplus reserve fund is non-distributable other than during
liquidation and can be used to fund previous years’ losses, if any, and may be
utilized for business expansion or converted into share capital by issuing new
shares to existing shareholders in proportion to their shareholding or by
increasing the par value of the shares currently held by them, provided that the
remaining reserve balance after such issue is not less than 25% of the
registered capital.





Because the surplus reserve fund
already totals 50% ofSureland Industrial, Sureland
Equipment, and Beijing Hua An’s registered capital, the Company did
not reserve any surplus reserve fund at the end of March 31, 2010 for these
subsidiaries.  As of March 31, 2010, the remaining
reserve required forShian KexinandShenyang Hongshidato fulfill the 50% registered capital
requirement totaled $586,800.





Enterprise
fund





The
enterprise fund may be used to acquire plant and equipment or to increase the
working capital to expend on production and operation of the business. No
minimum contribution is required and the Company did not make any contribution
to this fund for the three months ended March 31, 2010 and 2009.





Note 13 -
Warrants





On
February 1, 2007, CFPG issued 50,000 warrants to Hayden Communication, the
Company’s investor relations consultant, as part of its compensation. These
warrants meet the conditions for equity classification pursuant to SFAS 133 and
EITF 00-19. Therefore, the warrants were classified as equity and accounted for
as compensation expenses. The warrants vested on February 1, 2008. The Company
used the Black-Scholes model to value the options at the time they were issued,
based on an exercise price of $4.25 and expiration dates of the
instruments, a risk-free rate of 4.84% and volatility of 50%. These 50,000
warrants had a fair value of $94,274 on the date of the grant and were
recognized over the one year service period.





In 2008,
a total of 40,000 warrants were converted into 26,066 shares of common
stock by Hayden Communications using a cashless exercise
option.





In June
2009, the remaining 10,000 warrants were converted into 6,682 shares of common
stock using a cashless exercise. There were no outstanding warrants as
of March 31, 2010.





-29-





CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2010


(Unaudited)





Note
14 - Options issued to employees





On April
20, 2007, CFPG issued 9,500 options to the Company’s four independent directors
as part of their compensation. The options will vest one year from the issuance
date. The fair value of these options was determined to be $19,428 using the
Black Scholes model with the following assumptions: volatility 45%; risk free
interest rate 4.57%; dividend yield of 0% and expected term of 5 years. Options
were vested immediately at an exercise price of $4.51 per share which was the
close price of the Company’s stock on April 19, 2007. Because the services that
the independent directors are to provide started from the second quarter of 2007
and will last for one year, the related compensation expense is recognized on a
straight-line basis over the total service period.





On July
1, 2007, CFPG issued 20,000 options to the Company’s Chief Accounting officer,
who joined the Company as of the same day.  The options will vest over
four years. The Company used the Black Scholes model to value the options at the
time they were issued, based on an exercise price of $6.70, which was the
closing price of the Company’s stock on June 30, 2007, expiration dates of the
instruments, using a risk-free rate of 4.84% and the volatility of 40% that
was estimated by analyzing the trading history of the Company’s stock. The
20,000 employee options had a fair value of $57,178. The related compensation
expense is recognized on a straight-line basis over the four year vesting
period.





On
January 30, 2008, the Company’s 2008 Omnibus Long-term Incentive Plan was
adopted and approved by shareholders. Pursuant to the 2008 Omnibus Long-term
Incentive Plan, the Company reserved 2,000,000 shares of common stock for
issuance.




On
December 31, 2008, pursuant to the Company's 2008 Omnibus Long-term Incentive
Plan, the Company's Board of Directors authorized the issuance of 1,000,000
shares of options for its employees with a total of 800,000 options issued to
executive officers. The options will vest evenly each quarter over the following
four years, starting from the first quarter of 2009. The Company used the Black
Scholes Model to value the options at the time they were issued, based on the
exercise price of $6.81, which was the closing price of the Company’s stock on
December 31, 2008 and using the risk-free rate of 0.875%, 1.125%, 1.313% and
1.5% and the volatility of 86% that was estimated by analyzing the trading
history of the Company’s stock. Because the Company did not have historical
history exercise period from its previous issued option, the Company used the
simplified method to calculate the term, which is the midpoint between the start
vesting date and expiration date of the options, as a variable of the model. The
1,000,000 employee options had a fair value of $3,863,606. The related
compensation expense is recognized on a straight-line basis over the four year
vesting period.




-30-
 
 CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES
 
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 March 31,
2010
 (Unaudited)
 
 The total
stock option compensation expense recognized for the three months ended March
31, 2010 and March 31, 2009 was $245,049. As of March 31, 2010, approximately
$2.68 million of estimated expense related to un-vested stock-based awards has
yet to be recognized and will be recognized over the employee’s remaining
service period of approximately 2.73 years.
 
 The
Company has stock options as follows:
 
 WeightedAverage
                      
                      
                      AggregateOptions
                      
                      
                      Exercise
                      
                      
                      IntrinsicOutstanding
                      
                      
                      Price
                      
                      
                      ValueOutstanding,
      December 31, 2008
                      
                      
                      779,500
                      
                      
                      $
                      1.43
                      
                      
                      $
                      8,925,615Granted
                      
                      
                      1,000,000
                      
                      
                      
                      6.81
                      
                      
                      
                      -ForfeitedExercised
                      
                      
                      (3,500
                      )
                      
                      
                      4.51
                      
                      
                      
                      -Outstanding,
      December 31, 2009
                      
                      
                      1,776,000
                      
                      
                      $
                      4.45
                      
                      
                      $
                      16,120,860GrantedForfeitedExercisedOutstanding,
      March 31, 2010 (Unaudited)
                      
                      
                      1,776,000
                      
                      
                      $
                      4.45
                      
                      
                      $
                      15,126,300
 
 Following
is a summary of the status of options outstanding at March 31,
2010:
 Outstanding Options
                  
                  
                  Exercisable OptionsAverage
                  
                  
                  
                  
                  
                  
                  
                  
                  AverageRemaining
                  
                  
                  
                  
                  
                  
                  
                  
                  RemainingNumber of
                  
                  
                  Exercise
                  
                  
                  Contractual
                  
                  
                  Number of
                  
                  
                  Exercise
                  
                  
                  ContractualOptions
                  
                  
                  Price
                  
                  
                  Life
                  
                  
                  Options
                  
                  
                  Price
                  
                  
                  Life750,000
                  
                  
                  $
                  1.25
                  
                  
                  
                  6.25
                  
                  
                  
                  750,000
                  
                  
                  $
                  1.25
                  
                  
                  
                  6.256,000
                  
                  
                  $
                  4.51
                  
                  
                  
                  2.08
                  
                  
                  
                  6,000
                  
                  
                  $
                  4.51
                  
                  
                  
                  3.0820,000
                  
                  
                  $
                  6.70
                  
                  
                  
                  2.25
                  
                  
                  
                  13,750
                  
                  
                  $
                  6.70
                  
                  
                  
                  2.251,000,000
                  
                  
                  $
                  6.81
                  
                  
                  
                  3.75
                  
                  
                  
                  312,500
                  
                  
                  $
                  6.81
                  
                  
                  
                  3.75
 
 -31-
 
 CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES
 
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 March 31,
2010
 (Unaudited)
 
 Note
15 - Restricted stocks issued to employees
 
 On
December 1, 2009, pursuant to the Company's 2008 Omnibus Long-term Incentive
Plan, the Company's Board of Directors authorized the issuance of 1,000,000
shares of restricted stocks for its employee with total 285,000 shares of
restricted stocks issued to executive officers. The restricted stocks will vest
evenly each year over the following four years, starting from the December 1,
2009. The Company used the closing price of the Company’s stock at the time they
were issued, based on the closing price of $12.65, which was the closing price
of the Company’s stock on November 30, 2009. The 1,000,000 employee restricted
stocks had a fair value of $12,650,000. The related compensation expense is
recognized on a straight-line basis over the vesting periods.
 
 The total
restricted stock compensation expense recognized for the three months ended
March 31, 2010 and 2009 was $790,625 and $0 respectively.
 
 Note
16 - Commitments and Contingencies
 
 Contingencies
 
 In 2009,
the Company filed four lawsuits against four different companies for the
infringement of the Company’s intellectual properties in linear heat detectors.
These four cases are still pending. The Company expects these four pending cases
will be settled in the Company’s favor. In 2009, as a defensive move by the
Company’s lawsuit against one company, the Company was counter-sued by the
company in two cases for the invalidation of the Company’s intellectual
properties in linear heat detectors and these two cases are still pending. These
two cases are still pending.  The Company expects these two pending
cases will be settled in the Company’s favor in the future as well.
 
 The
Company cannot predict with certainty the result of the litigation matters and
believes that the outcome of the above described matters will not have a
material effect on its business or results of operations.
 
 -32-
 
 CHINA
FIRE & SECURITY GROUP, INC. AND SUBSIDIARIES
 
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 March 31,
2010
 (Unaudited)
 
 Note
17 – Subsequent Events
 
 The
Company has performed an evaluation of subsequent events through the date the
financial statements were issued.
 
 -33-
  Item
2. Management's Discussion and Analysis or Plan of Operation
  General
 
 The
following discussion and analysis provides information which the management of
China Fire & Security Group, Inc., (the "Company" or "CFSG") believes to be
relevant to an assessment and understanding of the Company's results of
operations and financial condition. This discussion should be read together with
the Company's financial statements and the notes to financial statements, which
are included in this report.
  Overview
 
 We are
engaged in the design, development, manufacturing and sale of fire protection
products and services for large industrial firms in China and international
markets. We have developed a proprietary product line that addresses all aspects
of industrial fire safety from fire detection to fire system control and
extinguishing. The Company is one of the first companies in China to leverage
high technology for fire protection and safety on behalf of its clients
including iron and steel companies, power plants, petrochemical plants, as well
as, special purpose construction companies in China and other international
markets.
 
 Reorganization
 
 We were
organized as a Florida corporation on June 17, 2003.
  On
September 1, 2006, we entered into a share exchange agreement, pursuant to which
we acquired all of the outstanding capital shares of China Fire Protection Group
Inc. in exchange for a controlling interest in our common shares. The
transaction was completed on Oct 27, 2006.
 
 China
Fire Protection Group was organized on June 2, 2006 for the purpose of acquiring
all of the capital shares of Sureland Industrial Fire Safety Limited (Sureland
Industrial), a Chinese corporation, and, Sureland Industrial Fire Equipment Co.,
Ltd. (Sureland Equipment), a Chinese corporation, which collectively engage in
the design, development, manufacturing and sale of fire protection products and
services for large industrial firms in China. As a result of the transactions
described above, both Sureland Industrial Fire Safety Limited and Sureland
Industrial Fire Equipment Co., Ltd became wholly-owned subsidiaries of China
Fire Protection Group Limited, and China Fire Protection Group Limited is a
wholly-owned subsidiary of Unipro.
 
 On
February 9, 2007, Unipro changed its name to China Fire & Security Group,
Inc. (CFSG) and started trading on the OTC Bulletin Board under its new ticker
symbol CFSG. On July 16, 2007, China Fire & Security Group, Inc. began
trading on the Nasdaq Capital Market and retained the ticker symbol
CFSG.
  CFSG
owns, through its wholly owned subsidiary China Fire Protection Group, Inc.,
Sureland Industrial and Sureland Equipment (jointly “Sureland”). Sureland is
engaged primarily in the design, development, manufacture and sale in China of a
variety of fire safety products for the industrial fire safety market as well as
the design and installation of industrial fire safety systems in which it uses a
combination of fire safety products including its own fire safety products. To a
minor extent, it provides maintenance services for customers of its industrial
fire safety systems. Its business is primarily in China, but it has recently
begun contract manufacturing products for the export market and it has begun to
provide a fire safety system for a Chinese company operating
abroad.
  Sureland
markets its industrial fire safety products and systems primarily to major
companies in the iron and steel, power and petrochemical industries in China. It
has also completed projects for highway and railway tunnels, wine distilleries
and a nuclear reactor. It is expanding its business in the transportation, wine,
vessels, nuclear energy, and public space markets. Its products can be readily
adapted for use on vessels and in exhibition halls and theatres. It plans to
expand its marketing efforts to secure business in these
industries.
  -34-
 
 Sureland
has internal research and development facilities engaged primarily in furthering
fire safety technologies. It believes that its technologies allow it to offer
cost-effective and high-quality fire safety products and systems. It has
developed products for industrial fire detecting and extinguishing. It believes
that it is the largest manufacturer in China that has successfully
developed a comprehensive line of linear heat detectors.
  In May
2009, Beijing Shian Kexin Technology Co., Ltd. (“Shian Kexin”) was incorporated
in Beijing, China under the laws of the PRC with registered capital of
RMB5,000,000 or approximately $732,500. Shian Kexin is 100% owned by Sureland
Industrial.
 
 In May
2009, Shenyang Hongshida Electronics Co., Ltd. (“Hongshida”) was incorporated in
Shenyang, Liaoning Province, China under the laws of the PRC with registered
capital of RMB10,000,000 or approximately  $1,465,000. Hongshida is
80% owned by Beijing Hua An Times Fire Safety Technology Co., Ltd. ("Beijing Hua
An") with a 20% non-controlling interest owned by an unrelated party. Beijing
Hua An is 100% owned by Sureland Industrial.
  During
the first quarter of 2010, our wholly-owned subsidiary, China Fire Protection
Group, Inc. entered into an agreement with Zeetech System Private Limited
(“Zeetech”), our subsidiary in which we own 100%, pursuant to which China Fire
Protection Group Inc.’s entire interest (75%) in Sureland Industrial shall be
transferred to Zeetech. On March 12, 2010, the restructuring transaction was
approved by the Chinese Ministry of Commence. Subsequent to the transfer, China
Fire & Security Group, Inc. still holds 100% of the interest in Sureland
Industrial through its subsidiaries.
  As of
March 31, 2010, Sureland operates more than 20 sales and liaison offices in
China. Sureland has been ranked as the leading Chinese industrial fire safety
company and the largest contractor by the China Association for Fire Prevention
based on six major factors including total revenue, growth rate, net profit,
return on assets, investment in research and development and intellectual
property. Its key products include linear heat detectors and water mist
extinguishers, whose sales volumes are the largest in China. Its products have
been used by its customers in more than 20 provinces throughout
China.
 
 Critical
Accounting Policies and Estimates
 
 While our
significant accounting policies are more fully described in Note 2 to our
consolidated financial statements appearing at the end of this quarterly report,
we believe that the following accounting policies are the most critical to aid
you in fully understanding and evaluating our reported financial
results.
  Revenue
recognition
  Revenue
is recognized when it is probable that the economic benefits will flow to the
Company as follows:
  1.
              Revenue from system contracting
      projects are recognized using the percentage-of-completion method of
      accounting and, therefore, take into account the costs, estimated earnings
      and revenue to date on contracts not yet completed. Revenue recognized is
      that percentage of the total contract price that cost expended to date
      bears to anticipated final total cost, based on current estimates of costs
      to complete the contract. Contract costs include all direct material and
      labor costs and those indirect costs related to contract performance,
      such as indirect labor, supplies, tools, repairs, and depreciation costs.
      Selling, general, and administrative costs are charged to expense as
      incurred. At the time a loss on a contract becomes known, the entire
      amount of the estimated ultimate loss is recognized in the consolidated
      financial statements. Claims for additional contract costs are recognized
      upon a signed change order from the customer or in accordance with
      paragraphs 62 and 65 of AICPA Statement of Position 81-1, "Accounting for
      Performance of Construction - Type and Certain Production - Type
      Contracts" ("SOP 81-1")
  2.
              Revenue from product sales is
      recognized when the goods are delivered and title has passed. Product
      sales revenue represents the invoiced value of goods, net of a value-added
      tax (VAT). All of the Company’s products that are sold in the PRC are
      subject to a Chinese value-added tax at a rate of 17 percent of the gross
      sales price. This VAT may be offset by VAT paid by the Company on raw
      materials and other materials included in the cost of producing the
      finished product.
  3.
              Revenue from the rendering of
      Maintenance Services is recognized when such services are
      provided.
  4.
              Provision is made for foreseeable
      losses as soon as they are anticipated by
    management.
  5.
              Where contract costs incurred to
      date plus recognized profits less recognized losses exceed progress
      billings, the surplus is treated as an amount due from contract consumers.
      Where progress billings exceed contract costs incurred to date plus
      recognized profits less recognized losses, the surplus is treated as an
      amount due to contract
customers.
  -35-
 
 Foreign currency
translation
 
 The
reporting currency of the Company is the US dollar. The Company uses their local
currency, Renminbi (RMB), as their functional currency. Results of operations
and cash flow are translated at the average exchange rates during the period,
and assets and liabilities are translated at the unified exchange rate as quoted
by the People’s Bank of China at the end of the period. Translation adjustments
resulting from this process are included in accumulated other comprehensive
income in the statement of changes in equity. Transaction gains and losses that
arise from exchange rate fluctuations on transactions denominated in a currency
other than the functional currency are included in the results of operations as
incurred. Historically, the Company has not entered into any currency trading or
hedging, although there is no assurance that the Company will not enter
into such activities in the future.
  Plant and
equipment
  Plant and
equipment are stated at cost less accumulated depreciation. Depreciation is
computed using the straight-line method over the estimated useful lives of the
assets with a 5 percent residual value.
  Use of
estimates
  The
preparation of financial statements in conformity with generally accepted
accounting principles of the United States of America requires management to
make estimates and assumptions that affect the amounts reported in the combined
financial statements and accompanying notes. Management believes that the
estimates utilized in preparing its financial statements are reasonable and
prudent. Actual results could differ from these estimates.
 
 Certain
of the Company’s accounting policies require higher degrees of judgment than
others in their application. These include the recognition of revenue and
earnings from system contracting projects under the percentage of completion
method and the allowance for doubtful accounts. Management evaluates all of its
estimates and judgments on an on-going basis.
  Inventories
  Inventories
are stated at the lower of cost or market, using the weighted average method.
Inventories consist of raw materials, work in progress, finished goods and
consumables. Raw materials consist primarily of materials used in production.
Finished goods consist primarily of equipment used in project contracts. The
cost of finished goods included direct costs of raw materials as well as
direct labor used in production. Indirect production costs such as
utilities and indirect labor related to production such as assembling, shipping
and handling costs are also included in the cost of inventory. The Company
reviews its inventory annually for possible obsolete goods and to determine if
any reserves are necessary for potential obsolescence.
 
 Accounts
receivable
  Accounts
receivable represents the products sales, maintenance services and system
contracting projects with its customers that were on credit. The credit term is
generally for a period of three months for major customers. Each customer has a
maximum credit limit. The Company seeks to maintain strict control over its
outstanding receivables. Overdue balances are reviewed regularly by senior
management.
  -36-
 
 Results
of Operations
 
 Comparison
of the Three Months Ended March 31, 2010 and 2009:
 
 For the Three Months Ended March 31,2010
                  
                  
                  2009
                  
                  
                  Y/Y ChangeAmount ($)
                  
                  
                  % of
                    Total
                    Revenue
                  
                  
                  Amount ($)
                  
                  
                  % of
                    Total
                    Revenue
                  
                  
                  Amount ($)
                  
                  
                  %RevenueSystem
      contracting projects
                  
                  
                  15,521,748
                  
                  
                  
                  74.1
                  %
                  
                  
                  13,003,184
                  
                  
                  
                  77.8
                  %
                  
                  
                  2,518,563
                  
                  
                  
                  19.4
                  %Products
                  
                  
                  4,530,599
                  
                  
                  
                  21.6
                  %
                  
                  
                  3,124,322
                  
                  
                  
                  18.7
                  %
                  
                  
                  1,406,277
                  
                  
                  
                  45.0
                  %Maintenance
      services
                  
                  
                  891,379
                  
                  
                  
                  4.3
                  %
                  
                  
                  584,705
                  
                  
                  
                  3.5
                  %
                  
                  
                  306,674
                  
                  
                  
                  52.4
                  %Total
      Revenue
                  
                  
                  20,943,726
                  
                  
                  
                  100.0
                  %
                  
                  
                  16,712,211
                  
                  
                  
                  100.0
                  %
                  
                  
                  4,231,514
                  
                  
                  
                  25.3
                  %
 
 Total
revenues were approximately $20.9 million for the three months ended March 31,
2010 as compared to approximately $16.7 million for the three months ended March
31, 2009, an increase of approximately $4.2 million or 25.3 percent. This
increase was primarily due to the increase in our revenues from system
contracting projects, product sales and maintenance services during the period.
The Company recognized revenues from 197 total solution, product sales and
maintenance contracts for the three months ended March 31, 2010 as compared to
212 contracts for the three months ended March 31, 2009.
 
 Revenues
from system contracting projects increased by 19.4 percent to $15.5 million
derived from 85 contracts for the three months ended March 31, 2010, compared to
$13.0 million derived from 121 contracts for the three months ended March 31,
2009. The increase in revenues from system contracting projects was mainly
attributable to the successful execution of large iron and steel projects for
the Wuhan Iron and Steel Group and the Jinan Iron and Steel Group. Revenues from
our product sales were $4.5 million with 61 contracts executed for the three
months ended March 31, 2010, compared to $3.1 million with 39 contracts executed
for the three months ended March 31, 2009. The increase in the revenues from
product sales was mainly attributable to the increased demand in our linear heat
detectors and other fire protection products during the period. The revenues
from maintenance service increased by 52.4 percent to $0.9 million derived from
51 contracts for the three months ended March 31, 2010, compared to $0.6 million
derived from 52 contracts for the three months ended March 31, 2009. The
increase in revenues from maintenance service was mainly attributable to the
increase in our average monthly maintenance charge to our customers in the iron
and steel industry as a result of an increase in the number of maintenance
contracts with higher monthly fees.
 
 In
particular, the three largest total solution projects were from Wuhan Iron and
Steel Group, Jinan Iron and Steel Group, and Taiyuan Iron and Steel Corporation,
which collectively contributed approximately $14.2 million of revenues,
representing 67.9 percent of total revenues for the three months ended March 31,
2010.
 
 For the Three Months Ended March 31,2010
                  
                  
                  2009
                  
                  
                  Y/Y ChangeAmount ($)
                  
                  
                  % of
                    Revenue
                  
                  
                  Amount ($)
                  
                  
                  % of
                    Revenue
                  
                  
                  Amount ($)
                  
                  
                  %Cost of RevenuesSystem
      contracting projects
                  
                  
                  7,311,285
                  
                  
                  
                  47.1
                  %
                  
                  
                  4,807,258
                  
                  
                  
                  37.0
                  %
                  
                  
                  2,504,027
                  
                  
                  
                  52.1
                  %Products
                  
                  
                  1,454,067
                  
                  
                  
                  32.1
                  %
                  
                  
                  1,211,653
                  
                  
                  
                  38.8
                  %
                  
                  
                  242,416
                  
                  
                  
                  20.0
                  %Maintenance
      services
                  
                  
                  546,218
                  
                  
                  
                  61.3
                  %
                  
                  
                  396,541
                  
                  
                  
                  67.8
                  %
                  
                  
                  149,677
                  
                  
                  
                  37.7
                  %Total
      Cost of Revenues
                  
                  
                  9,311,570
                  
                  
                  
                  44.5
                  %
                  
                  
                  6,415,452
                  
                  
                  
                  38.4
                  %
                  
                  
                  2,896,118
                  
                  
                  
                  45.1
                  %Gross ProfitSystem
      contracting projects
                  
                  
                  8,210,463
                  
                  
                  
                  52.9
                  %
                  
                  
                  8,195,926
                  
                  
                  
                  63.0
                  %
                  
                  
                  14,537
                  
                  
                  
                  0.2
                  %Products
                  
                  
                  3,076,532
                  
                  
                  
                  67.9
                  %
                  
                  
                  1,912,669
                  
                  
                  
                  61.2
                  %
                  
                  
                  1,163,863
                  
                  
                  
                  60.9
                  %Maintenance
      services
                  
                  
                  345,161
                  
                  
                  
                  38.7
                  %
                  
                  
                  188,164
                  
                  
                  
                  32.2
                  %
                  
                  
                  156,997
                  
                  
                  
                  83.4
                  %Total
      Gross Profit
                  
                  
                  11,632,156
                  
                  
                  
                  55.5
                  %
                  
                  
                  10,296,759
                  
                  
                  
                  61.6
                  %
                  
                  
                  1,335,397
                  
                  
                  
                  13.0
                  %
  -37-
 
 Cost of
revenues for the three months ended March 31, 2010 was approximately $9.3
million, as compared to $6.4 million for the three months ended March 31, 2009,
an increase of approximately $2.9 million or 45.1%. The increase in our cost of
revenues was mainly driven by the increase in our revenue as well as the
increase in our unit labor and material costs while we executed our contracts
during the period. Gross profit for the three months ended March 31, 2010 was
approximately $11.6 million, as compared to $10.3 million for the three months
ended March 31, 2009, an increase of approximately $1.3 million or 13.0 percent.
Gross margin for the three months ended March 31, 2010 was 55.5 percent, which
is lower than the gross margin of 61.6 percent for the three months ended March
31, 2009. The decrease in our gross margin was mainly due to the decrease in the
gross margin of our total solutions, offset by the increase in the gross margin
of our product sales and maintenance service during the period.
 
 Gross
margin of system contracting projects was 52.9 percent for the three months
ended March 31, 2010, which is lower than the gross margin of 63.0 percent for
the three months ended March 31, 2009. The decrease in the gross margin of
system contracting protects was mainly attributable to the lower percentage of
self-manufactured proprietary products sold through system contracting contracts
during the period. The gross margin of product sales was 67.9 percent for the
three months ended March 31, 2010, compared to 61.2 percent for the three months
ended March 31, 2009. The increase in the gross margin of product sales was
mainly attributable to the product mix during the period.
 
 For the Three Months Ended March 31,2010
                                    
                                    
                                    2009
                                    
                                    
                                    Y/Y ChangeAmount ($)
                                    
                                    
                                    % of
                                      Total
                                      Revenue
                                    
                                    
                                    Amount ($)
                                    
                                    
                                    % of
                                      Total
                                      Revenue
                                    
                                    
                                    Amount ($)
                                    
                                    
                                    %Operating ExpensesSelling
      Expense
                                    
                                    
                                    1,996,198
                                    
                                    
                                    
                                    9.5
                                    %
                                    
                                    
                                    1,902,318
                                    
                                    
                                    
                                    11.4
                                    %
                                    
                                    
                                    93,880
                                    
                                    
                                    
                                    4.9
                                    %General
      Administrative
                                    
                                    
                                    2,940,077
                                    
                                    
                                    
                                    14.0
                                    %
                                    
                                    
                                    1,680,639
                                    
                                    
                                    
                                    10.1
                                    %
                                    
                                    
                                    1,259,438
                                    
                                    
                                    
                                    75.0
                                    %Depreciation
      and Amortization
                                    
                                    
                                    200,106
                                    
                                    
                                    
                                    1.0
                                    %
                                    
                                    
                                    193,394
                                    
                                    
                                    
                                    1.2
                                    %
                                    
                                    
                                    6,712
                                    
                                    
                                    
                                    3.5
                                    %R&D
                                    
                                    
                                    396,896
                                    
                                    
                                    
                                    1.9
                                    %
                                    
                                    
                                    314,030
                                    
                                    
                                    
                                    1.9
                                    %
                                    
                                    
                                    82,866
                                    
                                    
                                    
                                    26.4
                                    %Total
      Operating Expenses
                                    
                                    
                                    5,533,277
                                    
                                    
                                    
                                    26.4
                                    %
                                    
                                    
                                    4,090,381
                                    
                                    
                                    
                                    24.5
                                    %
                                    
                                    
                                    1,442,896
                                    
                                    
                                    
                                    35.3
                                    %Income
      From Operations
                                    
                                    
                                    6,098,879
                                    
                                    
                                    
                                    29.1
                                    %
                                    
                                    
                                    6,206,378
                                    
                                    
                                    
                                    37.1
                                    %
                                    
                                    
                                    (107,499
                                    )
                                    
                                    
                                    (1.7
                                    )%
 
 Operating
expenses were approximately $5.5 million for the three months ended March 31,
2010 as compared to approximately $4.1 million for the three months ended March
31, 2009, an increase of approximately $1.4 million or 35.3 percent. The
increase in operating expenses was mainly due to the increase in our general
administrative expenses..
 
 Selling
expenses were approximately $2.0 million for the three months ended March 31,
2010 as compared to approximately $1.9 million for the three months ended March
31, 2009, an increase of approximately $0.09 million or 4.9 percent. General
administrative expenses were approximately $2.9 million for the three months
ended March 31, 2010, as compared to approximately $1.7 million for the three
months ended March 31, 2009, an increase of approximately $1.3 million or 75.0
percent. The significant increase in our general administrative expenses was
mainly attributable to increase in non-cash options and restricted stock
expenses and increase in employees’ salary and compensation. Depreciation and
amortization expenses were approximately $0.2 million for the three months ended
March 31, 2010 as compared to approximately $0.2 million for the three months
ended March 31, 2009, a slight increase of $6,712 or 3.5 percent. R&D
expenses were approximately $0.4 million for the three months ended March 31,
2010 as compared to approximately $0.3 million for the three months ended March
31, 2009, an increase of $82,866 or 26.4 percent. The increase in our R&D
expenses was mainly attributable to the variance in expenditures required in
different product development cycles.
 
 Operating
income was approximately $6.1 million for the three months ended March 31, 2010
as compared to approximately $6.2 million for the three months ended March 31,
2009, a decrease of $0.1 million or 1.7 percent. The decrease in our operating
income was mainly attributable to the increase in our revenues offset by lower
operating margin during this period.
  -38-
 
 Total
other income was $39,344 for the three months ended March 31, 2010 as compared
to $111,953 for the three months ended March 31, 2009, a decrease of $72,609 or
64.9 percent.
 
 Income
before income tax was approximately $6.2 million for the three months ended
March 31, 2010 as compared to approximately $6.4 million of income before income
tax for the three months ended March 31, 2009. The slight decrease in income
before income tax was mainly due to the increase in our revenues offset by the
decrease in our operating margin and increase in operating expenses during the
period. Provision for income tax was approximately $1.0 million for the three
months ended March 31, 2010 with effective tax rate of approximately 16.1
percent, as compared to approximately $0.8 provision for income tax for the
three months ended March 31, 2009.
 
 Our net
income was approximately $5.2 million for the three months ended March 31, 2010
as compared to approximately $5.6 million in net income for the three months
ended March 31, 2009, a decrease of $0.4 million or 7.6 percent. The decrease in
our net income was mainly attributable to the decrease in our gross margin and
increase in operating expenses during the period, offset by the increase in our
revenues during the period.
 
 Currency
translation adjustments resulting from RMB appreciation process amounted to
$20,473 and $178,217 as of the three months ended March 31, 2010 and 2009,
respectively.
 
 The
comprehensive income, which adds the currency adjustment to the net income, were
approximately $5.2 million for the three months ended March 31, 2010 as compared
to approximately $5.4 million in comprehensive income for the three months ended
March 31, 2009, a decrease of $0.2 million.
 
 Statement
of Cash Flow
 For
      the Three months Ended March 31,2010
                  
                  
                  2009Net
      cash (used in) provided by operating activities
                  
                  $
                  (7,149,007
                  )
                  
                  $
                  2,487,961Net
      cash used in investing activities
                  
                  
                  (345,290
                  )
                  
                  
                  (55,740
                  )Net
      cash (used in) provided by financing activities
                  
                  
                  (2,321,317
                  )
                  
                  
                  426,650Effect
      of foreign currency translation on cash and cash
    equivalents
                  
                  
                  (23,908
                  )
                  
                  
                  (158,088
                  )Net
      cash flow
                  
                  $
                  (9,839,522
                  )
                  
                  $
                  2,700,783
 
 Operating
Activities
 
 Net cash
used by operating activities was approximately $7.1 million for the three months
ended March 31, 2010 as compared to approximately $2.5 million in net cash
provided by operating activities for the same period in 2009. Net cash used by
operating activities in the three months ended March 31, 2010 was mainly due to
a $1.3 million increase in notes receivable, $3.2 million increase in accounts
receivable and receivable from related parties, $7.1 million increase in costs
and estimated earnings in excess of billings, and $1.2 million decrease in
accrued liabilities, offset by the net income of $5.2 million.
 
 The
increase of $7.1 million in costs and estimated earnings in excess of billings
was mainly due to the increase in the aggregate value of projects where we have
recognized revenues more than we have billed the customers, while the decrease
of $0.2 million in billings in excess of costs and estimated earnings was mainly
due to the decrease in the aggregate value of projects where we have billed our
customers less than we have recognized revenues.
 
 Investing
Activities
 
 Net cash
used in investing activities in the three months ended March 31, 2010 was
$345,290 as compared to net cash used in investing activities of $55,740 in the
same period of 2009. The cash used in investing activities in the three months
ended March 31, 2010 was mainly attributable to the capital expenditure in the
purchase of new equipment.
  -39-
 
 Financing
Activities
 
 Net cash
used by financing activities in the three months ended March 31, 2010 totaled
$2.3 million as compared to $0.4 million generated in financing activities in
the same period of 2009. The cash used by financing activities in the three
months ended March 31, 2010 was mainly attributable to the increase in
restricted cash during the period.
 
 As a
result of the total cash activities, net cash decreased $9.8 million from
December 31, 2009 to March 31, 2010. We believe that our currently available
working capital of $94.3 million, including cash and cash equivalents of $25.1
million, is adequate to sustain our operations at our current level and our
anticipated expansion.
 
 Item
3. Quantitative and Qualitative Disclosures about Market Risk
 
 Market
risk is the risk of loss to future earnings, to fair values or to future cash
flows that may result from changes in the price of a financial instrument. The
value of a financial instrument may change as a result of changes in interest
rates, exchange rates, commodity prices, equity prices and other market changes.
Our cash and cash equivalents are held for working capital purposes and consist
primarily of bank deposits. We do not enter into investments for trading or
speculative purposes.
 
 Interest
Rate Risk
 
 We
currently do not have any long-term debt. Our exposure to interest rate risk
primarily relates to the interest income generated by excess cash invested in
demand deposits. We have not used derivative financial instruments in our
investment portfolio in order to reduce interest rate risk. Interest earning
instruments carry a degree of interest rate risk and our future interest income
may change, depending on market interest rate movement.
 
 Foreign
Currency Risk
 
 Our
business is operated in the PRC and India, and its value is effectively
denominated in Renminbi and India’s Rupee. The fluctuation of foreign exchange
rate between U.S. dollars and Renminbi and U.S. dollar and India’s Rupee could
affect the value of our common stock. Our revenues and expenses are primarily
denominated in Renminbi and India’s Rupee, and so our exposure to foreign
exchange risks should generally be limited. We do not have material monetary
assets and liabilities denominated in U.S. dollars, although to the extent that
we do in the future, the fluctuation of foreign exchange rate would affect the
value of these monetary assets and liabilities denominated in U.S. dollars.
Generally, appreciation of Renminbi and India’s Rupee against U.S. dollars will
devaluate the assets and liabilities denominated in U.S. dollar, while
devaluation of Renminbi and India’s Rupee against U.S. dollars will appreciate
the assets and liabilities denominated in U.S. dollar. In China and India, very
limited hedging transactions are available to reduce our exposure to exchange
rate fluctuations. To date, we have not entered into any hedging transactions in
an effort to reduce our exposure to foreign currency exchange risk. While we may
decide to enter into hedging transactions in the future, the availability and
effectiveness of these hedges may be limited and we may not be able to
successfully hedge our exposure at all.
 
 Item
4. Controls and Procedures.
 
 (a)
  Evaluation of
Disclosure Controls. As required by Exchange Act Rule 13a-15(b), our
management has carried out an evaluation, under the supervision of our Chief
Executive Officer and Acting Chief Financial Officer, of the effectiveness of
the design and operation of our disclosure controls and procedures as of March
31, 2010.
 
 Disclosure
controls and procedures refer to controls and other procedures designed to
ensure that information required to be disclosed in the reports we file or
submit under the Securities Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the SEC and
that such information is accumulated and communicated to our management,
including our Chief Executive Officer, as appropriate, to allow timely decisions
regarding required disclosure.
  -40-
 
 Based on
that evaluation, the Chief Executive Officer and Acting Chief Financial Officer
has concluded that the Company’s disclosure controls and procedures are
effective at March 31, 2010.
 
 (b)
  Changes in internal
control over financial reporting. There was no change in our
internal control over financial reporting that occurred in the first quarter of
2010 that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.
 
 PART
II - OTHER INFORMATION
  Item
1. Legal Proceedings
 
 None.
 
 Item
1A. Risk Factors
 
 We have
no material changes to the risk factors previously disclosed in our Form 10-K
for the year ended December 31, 2009.
  Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
 
 None.
  Item
3. Defaults Upon Senior Securities
 
 None.
  Item
4. Submission of Matters to a Vote of Security Holders
 
 None.
 
 Item
5. Other Information
 
 None.
 
 Item
6.  Exhibits
  The
following exhibits are hereby filed as part of this Quarterly Report on Form
10-Q.
  Exhibit
                      Number:
                    
                    Description31.1
                    
                    Certification
      of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of
      2002.31.2
                    
                    Certification
      of Principal Accounting Officer under Section 302 of the Sarbanes-Oxley
      Act of 2002.32.1
                    
                    Certifications
      Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
      Section 1350
  -41-
  SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant certifies that it has duly caused this Amendment No. 1 to
the Quarterly Report on Form 10-Q to be signed on its behalf by the
undersigned, thereunto duly authorized.
  CHINA
      FIRE & SECURITY GROUP, INC.Dated:
      May 11, 2010
                By:
                /s/ Brian
      LinBrian
      LinChief
      Executive Officer
  Dated:
      May 11, 2010
                By:
                /s/ Brian
      LinBrian
      LinActing
      Chief Financial Officer
  -42-