UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2013
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 333-173456
Jiu Feng Investment Hong Kong Ltd
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
2293 Hong Qiao Rd., Shanghai, China 200336
(Address of principal executive offices, including zip code.)
+ 86 21 64748888
(Registrant's telephone number, including area code)
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 x NO o
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-Y (§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 x NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
As of July 12, 2013, there are 6,500,000 shares of common stock outstanding.
All references in this Report on Form 10-Q to the terms “we”, “our”, “us”, the “Company”, “Jiu Feng” and the “Registrant” refer to Jiu Feng Investment Hong Kong Ltd unless the context indicates another meaning.
JIU FENG INVESTMENT HONG KONG LTD
TABLE OF CONTENTS
| PART I – FINANCIAL INFORMATION | Page | ||||
| Item 1. | Financial Statements | 3 | |||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 4 | |||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 10 | |||
| Item 4. | Controls and Procedures | 10 | |||
| PART II – OTHER INFORMATION | |||||
| Item 1. | Legal Proceedings | 11 | |||
| Item 1A. | Risk Factors | 11 | |||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 11 | |||
| Item 3. | Defaults Upon Senior Securities | 11 | |||
| Item 4. | Mine Safety Disclosures (Not Applicable) | 11 | |||
| Item 5. | Other Information | 11 | |||
| Item 6. | Exhibits | 12 | |||
| SIGNATURES | 13 | ||||
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PART I – FINANCIAL INFORMATION
ITEM1. FINANCIAL STATEMENTS
JIU FENG INVESTMENT HONG KONG LTD
MAY 31, 2013 AND 2012
Index to Financial Statements
| Contents | Page (s) | |||
| Consolidated Balance Sheets at May 31, 2013 (Unaudited) and February 28, 2013 | F-1 | |||
| Consolidated Statements of Operations for the Three Months Ended May 31, 2013 and 2012 (Unaudited) | F-2 | |||
| Consolidated Statements of Cash Flows for the Three Months Ended May 31, 2013 and 2012 (Unaudited) | F-3 | |||
| Notes to the Consolidated Financial Statements (Unaudited) | F-4 – F-5 | |||
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| JIU FENG INVESTMENT HONG KONG LTD. |
| BALANCE SHEETS |
| ASSETS | ||||||||
| May 31, | ||||||||
| 2013 | February 28, | |||||||
| (Unaudited) | 2013 | |||||||
| Current Assets: | ||||||||
| Cash | $ | 4,986 | $ | 5,000 | ||||
| Total current assets | 4,986 | 5,000 | ||||||
| Total Assets | $ | 4,986 | $ | 5,000 | ||||
| LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | 1,461 | $ | 1,461 | ||||
| Accounts payable - related party | 30,499 | 22,372 | ||||||
| Total current liabilities | 31,960 | 23,833 | ||||||
| Total Liabilities | 31,960 | 23,833 | ||||||
| Stockholders' Equity (Deficit): | ||||||||
| Common stock, par value $0.001 per share, 75,000,000 shares authorized; | ||||||||
| 6,500,000 shares issued and outstanding | 6,500 | 6,500 | ||||||
| Additional paid-in capital | 300,486 | 300,486 | ||||||
| Accumulated deficit | (333,960 | ) | (325,819 | ) | ||||
| Total stockholders' equity (deficit) | (26,974 | ) | (18,833 | ) | ||||
| Total Liabilities and Stockholder's Equity (Deficit) | $ | 4,986 | $ | 5,000 | ||||
See acompanying notes to the financial statements
F-1
| JIU FENG INVESTMENT HONG KONG LTD. |
| STATEMENTS OF OPERATIONS |
| (Unaudited) |
| Three Months | Three Months | |||||||
| Ended | Ended | |||||||
| May 31, 2012 | May 31, 2013 | |||||||
| Revenues, net | $ | - | $ | - | ||||
| Cost of revenues | - | - | ||||||
| Gross profit | - | - | ||||||
| Operating expenses: | ||||||||
| General and administrative | - | 8,141 | ||||||
| - | 8,141 | |||||||
| Gain (loss) from operations | - | (8,141 | ) | |||||
| Other income (expense): | ||||||||
| - | - | |||||||
Income (loss) from continuing operations before provision for income taxes | - | (8,141 | ) | |||||
| Provision for income tax | - | - | ||||||
| Income (loss) from continuing operations | - | (8,141 | ) | |||||
| Discontinued operations: | ||||||||
Income (loss) from discontinued operations net of tax | (43,039 | ) | - | |||||
| Net income (loss) | $ | (43,039 | ) | $ | (8,141 | ) | ||
| Net income (loss) per share | ||||||||
| (Basic and fully diluted): | ||||||||
| Continuing operations | $ | - | $ | (0 | ) | |||
| Discontinued operations | (0 | ) | - | |||||
| Total operations | $ | (0 | ) | $ | (0 | ) | ||
Weighted average number of common shares outstanding | 4,990,000 | 6,500,000 | ||||||
See acompanying notes to the financial statements
F-2
| JIU FENG INVESTMENT HONG KONG LTD. |
| STATEMENTS OF CASH FLOWS |
| (Unaudited) |
| Three Months | Three Months | |||||||
| Ended | Ended | |||||||
| May 31, 2012 | May 31, 2013 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net Income (Loss) | $ | (43,039 | ) | $ | (8,141 | ) | ||
Adjustments to reconcile net (loss) to net cash (used in) operating activities: | ||||||||
| Changes in Current Assets and Liabilities- | ||||||||
| Accounts payable - related party | - | 8,127 | ||||||
| Discontinued operations | 26,746 | - | ||||||
| Net Cash Provided by (Used in )Operating Activities | (16,293 | ) | (14 | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| - | - | |||||||
| Net Cash Used in Investing Activities | - | - | ||||||
| Cash Flows from Financing Activities: | ||||||||
| - | - | |||||||
| Net Cash Provided by Financing Activities | - | - | ||||||
| Net Increase (Decrease) In Cash | (16,293 | ) | (14 | ) | ||||
| Cash - Beginning of Period | 49,081 | 5,000 | ||||||
| Cash - End of Period | $ | 32,788 | $ | 4,986 | ||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||
In fiscal year February 2013 former Officers contributed $81,713 in net liabilities to the capital of the Company. | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | - | $ | - | ||||
| Income taxes | $ | 1,549 | $ | - | ||||
See acompanying notes to the financial statements
F-3
JIU FENG INVESTMENT HONG KONG LTD.
QUARTER ENDED MAY 31, 2013
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Jiu Feng Investment Hong Kong Ltd. (the “Company”) was incorporated under the laws of the State of Nevada on September 29, 2009. The Company’s business purpose is to provide web development and marketing services for clients in the United States and international markets.
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.
Accounts receivable
The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary.
Property and equipment
Property and equipment are recorded at cost and depreciated under accelerated or straight line methods over each item's estimated useful life.
F-4
JIU FENG INVESTMENT HONG KONG LTD.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
Revenue recognition
Revenue is recognized on an accrual basis as earned under contract terms.
Income tax
The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Net income (loss) per share
The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.
Financial Instruments
The carrying value of the Company’s financial instruments, as reported in the accompanying balance sheets, approximates fair value.
Long-Lived Assets
In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value.
F-5
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements contained in the MD&A are forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in other sections of this Quarterly Report on Form 10-Q.
Our Business
Jui Feng Investment Hong Kong, Ltd., (the “Company” also the “Registrant”) was formed on September 29, 2009 under the name Liberty Vision, Inc. On January 27, 2011, the Company formed a wholly owned subsidiary, Jui Feng Media, Inc., an Ontario, Canada Corporation (“LVMI”). The subsidiary was incorporated to facilitate payroll transactions for the employees. LVMI was subsequently disposed of on December 5, 2012 for a nominal sum. On December 16, 2012, the Registrant changed its name to Jui Feng Investment Hong Kong, Ltd. On January 27, 2013, the Company announced the change of their ticker symbol from “LBYV” to “JFIL”.
Jui Feng Investment Hong Kong, Inc. is a full service web design and online marketing agency, providing services such as web design and development and online marketing solutions that enable small businesses to build and maintain an effective presence online. To date, we have focused on providing one-off services such as development of a fully functioning website to small business clients.
The Company also provides a central hub for people and small businesses to identify projects, investments and general information on programs designed to reduce pollution, as well as other “green” projects and technologies. The Company’s green operations are initially focused on Asia, where pollution levels are rapidly increasing.
Our current services include:
Website Development and Consulting
Website Design Services
We design websites to suit small business needs, whether it’s a fully interactive flash-driven site or a simple informational page. Our custom design service includes the development of a unique website look and layout that is created specifically for our client.
Website Usability Consulting
Through our website usability consulting services, we help our customers ensure that their website is as intuitive and easy to use as possible for their visitors. Areas we consult on include design and layout, information architecture, ease of navigation, functionality, accessibility, content and search engine optimization requirements.
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Website Maintenance
Keeping a website up to date is crucial to ensure effective communication with the website visitors and clients of the business. It also improves the website's search engine optimization if the content is being updated on a regular basis.
Web Analytics Implementation
It is essential to know who is coming to a website, where they are coming from, what keywords they are using to find the site, and what they are interested in once they have arrived. Jui Feng helps with implementation of Google Analytics, a web statistics package that provides all this information.
Web Marketing
Paid Search Advertising
Paid search advertising refers to search engine advertising such as Google AdWords (Yahoo and MSN have similar paid search programs available). Search advertisements are targeted to match key search terms (called keywords) entered on search engines. We help our clients manage their search campaigns by:
| · | Selecting targeted keywords and monitoring their effectiveness. |
| · | Creating relevant ad text that is likely to convert leads into new clients. |
| · | Structuring and optimizing campaigns for better performance and maximum results. |
| · | Providing monthly client reporting to communicate the strategies we’ve implemented and recommendations for future improvement. |
| · | Developing and researching possible new avenues of online marketing to build the new client base. |
Online Marketing Review
We provide feedback and recommendations on how to improve areas such as: website design and layout, information architecture, ease of navigation, functionality, accessibility, content and search engine optimization requirements.
Landing Page Development
There are times when an advertising campaign needs to send users to a specific 'landing page' on a website as opposed to the homepage or another general site page. We assist with landing page development which is a must have for any sort of paid search advertising.
Blogging
A blog is an efficient way to improve search engine optimization while encouraging repeat visitors and increasing visitor retention. We can implement a customized blog that blends seamlessly into the design of an existing website.
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Social & Viral Marketing
Social and Viral Marketing Campaigns
We help companies to create innovative, interactive online campaigns that build brand awareness.
Social Media Consulting
We provide consulting services on social media outlet management, such as corporate Facebook pages and Twitter account updates.
Custom Facebook Page Design
We help ensure that the company’s presence on Facebook reflects the look and feel of the company's brand and website.
Twitter
Maintaining and managing an active and effective Twitter account requires regular attention. Our twitter management services include: monitoring the account and Twitter in general, responding to specific comments from followers, responding to general comments related to our client’s business and adding new followers.
Search Engine Optimization (SEO) Consulting
Keyword Strategy
Proper keyword selection is the foundation of any good search engine effort. We run predictive queries to determine the level of search traffic and go after terms that have sufficient search volume. Potential for conversion is evaluated against the level of search traffic. Our goal is to get the site high quality traffic, not just quantity. We evaluate the competitiveness of the keywords to be targeted. The level of competitiveness of our client’s keywords helps us to evaluate which In-page and Off- page strategies that will be necessary to get results.
In-page Strategy
We review the website to implement changes that are required for the site to rank well for the terms identified in the Keyword Strategy. We examine what impediments are preventing search engine spiders from crawling the site and how they can be rectified.
Content Strategy / Authority Building:
Quality content is one of the fundamental keys to attracting relevant quality links from other sites, and therefore in securing superior search engine rankings. Quality content is the only strategy condoned by Google, Yahoo, and Bing.
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With the advent of Universal Search, many types of content now exist, and provide opportunities to rank. Some opportunities are:
a. textual content
b. images/picture
c. videos
d. user ratings and reviews
e. widgets and calculators
f. user generated content
g. press releases/news
h. location on a map (Google Local)
When done properly, content is not only distinctive, but can position the author as an authority in his/her space. Being viewed as an authority has many advantages, including the attraction of many more opportunities related to quality relevant links.
Green Technologies and Opportunities
The Company provides a central hub for people looking for projects, investments and general information on programs designed to reduce pollution. Our initial focus is on Asia where pollution levels are increasing and dangerous. Also, together with the Asia-Pacific Partnership on Clean Development and Climate (http://www.asiapacificpartnership.org), we are planning to be directly involved from specific projects to information gathering and web development.
Results of Operations
For the three months ended May 31, 2013 compared to the three months ended May 31, 2012
Revenue
We generate revenue from sales of website development services. Our gross revenue from web development services for the three months ended May 31, 2013, was $0 compared to $0 for the same period. Our cost of revenues for the same period ended May 31, 2013, was $0 (May 31, 2012: $0) resulting in a gross profit of $0 (May 31, 2012: $0).
Operating Costs and Expenses
The major components of our expenses for the three months ended May 31, 2013 and 2012 are outlined in the table below:
Three Months Ended May 31, 2013 | Three Months Ended May 31, 2012 | Increase (Decrease) % | ||||||||||
| Payroll Expenses | $ | 0 | $ | 56,821 | (100.00 | ) | ||||||
| Professional fees | $ | 7,069 | $ | 11,700 | (39.58 | ) | ||||||
| Officer compensation | $ | 0 | $ | 18,000 | (100.00 | ) | ||||||
| Consulting | $ | 0 | $ | 18,000 | (100.00 | ) | ||||||
| Other | $ | 1,058 | $ | 11,518 | (90.81 | ) | ||||||
| Depreciation | $ | 0 | $ | 528 | (100.00 | ) | ||||||
| Rent | $ | 0 | $ | 1,657 | (100.00 | ) | ||||||
| $ | 8,127 | $ | 118,224 | (93.13 | ) | |||||||
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The decrease in our operating costs for the three months ended May 31, 2013, compared to the same period in our fiscal 2012, was due to the decrease in our corporate activities, payroll expenses, decrease in expenses related to implementation of our business plan and decrease in professional fees associated with our reporting obligations under the Securities Exchange Act. During the three-month period ended May 31, 2013, we had no full-time employees compared to two in the same period in fiscal 2012; therefore our payroll expenses were decreased by $56,821. We incurred $7,069 (May 31, 2012: $11,700) in professional fees during the first three months of our fiscal 2013.
The President of the Company provides management consulting services to the Company. During the three months ended May 31, 2013, management consulting services of $0 (May 31, 2012: $18,000) were charged to operations. The Chief Financial Officer of the Company provides consulting services to the Company. During the three months ended May 31, 2013, consulting services of $0 (May 31, 2012: $18,000) were charged to operations.
Other expenses represent bank charges, filing fees, office and travel expenses. The decrease in these costs was attributable to changes in our business plan and general corporate activities.
During the three months ended May 31, 2013, the Company incurred a depreciation expense of $0, compared to $528 for the same period in our fiscal 2012.
Liquidity and Capital Resources
Working Capital
Three Months Ended May 31, 2013 | Year Ended February 28, 2013 | |||||||
| Current Assets | $ | 4,986 | $ | 5,000 | ||||
| Current Liabilities | $ | 31,960 | $ | 23,833 | ||||
| Working Capital | $ | (26,974 | ) | $ | (18,833 | ) | ||
Cash Flows
The table below, for the periods indicated, provides selected cash flow information:
Three Months Ended May 31, 2013 | Three Months Ended May 31, 2012 | |||||||
| Cash provided by (used in) operating activities | $ | (16,293 | ) | $ | (14 | ) | ||
| Cash used in investing activities | - | - | ||||||
| Cash provided by financing activities | - | - | ||||||
| Net increase (decrease) in cash | $ | (16,293 | ) | $ | (14 | ) | ||
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Our cash received during the three months ended May 31, 2013 was generated from providing web development services. No shares were sold during the three months ended May 31, 2013 and 2012.
We anticipate that for the next 12 months we will be generating cash from the same revenue stream. We intend to increase our revenues by offering other services to our existing clients, including paid search advertising, social and viral marketing, blogging, and search engine optimization. These services will provide additional cash inflow for our working capital. There is no guarantee that our clients will sign up for one or more of these services. In this case we will retain website development services and equity financing as our primary sources of financing our operations.
Cash Flows from Operating Activities
Our cash flows from operating activities represent the most significant source of funding for our operations. The major uses of our operating cash include funding payroll (salaries, bonuses and benefits), general operating expenses (marketing, travel, computer, legal and professional expenses, and office rent) and cost of revenues. Our cash provided by operating activities generally follows the trend in our net revenues and operating results.
Three Months ended May 31, 2013 and 2012
Our cash used in operating activities of $(16,293) for the three months ended May 31, 2013 was primarily the result of our net income plus non-cash charges, such as depreciation and amortization. Cash flows resulting from changes in assets and liabilities include decrease in accounts receivable, prepaid expenses, income taxes payable and payroll taxes payable and increase in accounts payable and accrued liabilities and amounts due to related party. The decrease in accounts receivable was mostly due to collection of amounts due from clients as of February 29, 2013. The decrease in prepaid expenses was due to utilizing of the payroll tax credit from 2011 and reduction of the prepaid expense to a transfer agent. The increase in accounts payable and accrued liabilities reflected the increase in our general operating expenses incurred during the three months ended May 31, 2013 that remained unpaid at the end of the reporting period.
Cash Flows from Investing Activities
We did not generate or use any cash from investing activities during the three months ended May 31, 2013 and 2012.
Cash Flows from Financing Activities
We did not generate any cash from financing activities during the three months ended May 31, 2013 and 2012.
Future Financings
We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing.
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Recent Accounting Pronouncements
See Note 2 to the Financial Statements.
Off Balance Sheet Arrangements
As of May 31, 2013, we did not have any significant off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.
Additionally, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Currently we are not involved in any pending litigation or legal proceeding.
ITEM 1A. RISK FACTORS.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
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ITEM 6. EXHIBITS
The following documents are filed as a part of this report:
| EXHIBIT NUMBER | DESCRIPTION | |
| 31.1 | Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2 | Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2 | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS ** | XBRL Instance Document | |
| 101.SCH ** | XBRL Taxonomy Extension Schema Document | |
| 101.CAL ** | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF ** | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB ** | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE ** | XBRL Taxonomy Extension Presentation Linkbase Document |
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| JIU FENG INVESTMENT HONG KONG LTD | |||
| Date: July 15, 2013 | By: | /s/ Yan Li | |
| Yan Li, President and Director | |||
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