UNITED STATES
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 code) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities 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 NO o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yeso Item Item Item 3. Mine Safety Disclosures Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Item 6. Selected Financial Data Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Item 7A. Quantitative and Qualitative Disclosures Item 8. Financial Statements and Supplementary Data Item 9. Changes Item 10. Directors, Executive Officers and Corporate Governance Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accounting Fees and Item 15. Exhibits, Financial Statement . On January 27, 2011, the Company formed a wholly owned subsidiary, 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. 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. during the next twelve months. proceeding. Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. 2013. $133,346, respectively. Year Ended February 29, 2012 Year Ended February 28, 2011 Increase (Decrease) % Payroll expenses $ 84,777 $ - N/A Professional fees 14,963 - N/A Officer compensation 24,000 20,000 20 Consulting 24,000 14,000 71.43 Other 19,131 5,467 350 Legal – Organization costs - 360 N/A Depreciation 703 - N/A Rent 1,857 6,493 (71.40) $ 169,431 $ 46,320 During the year ended February 29, 2012, we incurred $14,963 in professional fees, consisting of accounting and audit fees of $9,000, legal fees of $4,200, and transfer agent fees of $1,763. 2012. Working Capital Year Ended Year Ended Current Assets $ 59,956 $ 97,325 Current Liabilities $ 61,499 $ 16,725 Working Capital $ (1,543) $ 80,600 Year Ended Year Ended Cash provided by (used in) operating activities $ (86,084) $ 85,483 Cash used in investing activities $ - $ (3,518) Cash provided by financing activities $ 50,500 $ 2,700 Net increase (decrease) in cash $ (35,584) $ 84,664 due to discontinued operations. $0.05 per share. ) Contents Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of February Consolidated Statements of Operations for the Years Ended February Consolidated Statement of Stockholders’ Equity (Deficit) for the Period from September 29, 2009 (Inception) through February Consolidated Statements of Cash Flows for the Years Ended February Notes to the Consolidated Financial Statements ) LIBERTY VISION, INC. CONSOLIDATED BALANCE SHEETS ASSETS February 29, February 28, 2012 2011 Current Assets: Cash $ 49,081 $ 84,665 Accounts receivable 9,251 12,660 Prepaid expenses 1,624 - Total current assets 59,956 97,325 Computer equipment, net 2,815 3,518 Total Assets $ 62,771 $ 100,843 LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) Current Liabilities: Accounts payable and accrued liabilities $ 6,965 $ 7,481 Accounts payable - related party 48,000 - Payroll taxes payable 5,010 3,043 Income taxes payable 1,524 6,201 Total current liabilities 61,499 16,725 Total Liabilities 61,499 16,725 Commitments and Contingencies Stockholders' Equity (Deficit): Common stock, par value $0.001 per share, 75,000,000 shares authorized; 4,990,000 (2012) and 3,980,000 (2011) shares issued and outstanding 4,990 3,980 Additional paid-in capital 112,210 62,720 Accumulated deficit (115,928) 17,418 Total stockholders' equity (deficit) 1,272 84,118 Total Liabilities and Stockholder's Equity (Deficit) $ 62,771 $ 100,843 See accompanying notes to the consolidated financial statements F-2 LIBERTY VISION, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended Year Ended February 29, February 28, 2012 2011 Revenues, net $ 105,887 $ 104,336 Cost of Revenues 66,112 36,130 Gross Profit 39,775 68,206 Operating Expenses: General and administrative- Payroll expenses 84,777 - Professional fees 14,963 - Officer compensation 24,000 20,000 Consulting 24,000 14,000 Other 19,131 5,467 Legal - Organization costs - 360 Depreciation 703 - Rent 1,857 6,493 Total operating expenses 169,431 46,320 Loss from Operations (129,656) 21,886 Other (Income) Expense Foreign currency transaction loss 2,166 - Total Other (Income) Expense 2,166 - Provision (Benefit) for Income Taxes 1,524 5,941 Net Income (Loss) $ (133,346) $ 15,945 Net Income (Loss) Per Common Share: Net income (loss) per common share - Basic and Diluted $ (0.03) $ 0.08 Weighted Average Number of Common Shares Outstanding - Basic and Diluted 4,141,896 212,219 See accompanying notes to the consolidated financial statements F-3 LIBERTY VISION, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) FOR THE PERIOD FROM INCEPTION (SEPTEMBER 29, 2009) THROUGH FEBRUARY 29, 2012 Additional Common stock Paid-in Accumulated Description Shares Amount Capital Deficit Total Balance - September 29, 2009 - $ - $ - $ - $ - Net income for the period - - - 1,473 1,473 Balance - February 28, 2010 - - - 1,473 1,473 Common stock issued for cash at $0.001 per share 2,700,000 2,700 - - 2,700 Common stock issued for debt at $0.05 per share 1,280,000 1,280 62,720 - 64,000 Net income for the year - - - 15,945 15,945 Balance - February 28, 2011 3,980,000 3,980 62,720 17,418 84,118 Common stock issued for cash at $0.05 per share 1,010,000 1,010 49,490 - 50,500 Net loss for the year - - - (133,346) (133,346) Balance - February 29, 2012 4,990,000 $ 4,990 $ 112,210 $ (115,928) $ 1,272 See accompanying notes to the consolidated financial statements F-4 LIBERTY VISION, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended Year Ended February 29, February 28, 2012 2011 Cash Flows from Operating Activities: Net Income (Loss) $ (133,346) $ 15,945 Adjustments to reconcile net (loss) to net cash (used in) operating activities: Depreciation 703 - Stock for services - 64,000 Changes in Current Assets and Liabilities- Accounts receivable 3,409 11,340 Prepaid expenses (1,624) - Accounts payable and accrued liabilities (516) (14,786) Accounts payable - related party 48,000 - Payroll taxes payable 1,967 3,043 Income taxes payable (4,677) 5,941 Net Cash Provided by (Used in )Operating Activities (86,084) 85,483 Cash Flows from Investing Activities: Purchases of property and equipment - (3,518) Net Cash Used in Investing Activities - (3,518) Cash Flows from Financing Activities: Proceeds from issuance of common stock 50,500 2,700 Net Cash Provided by Financing Activities 50,500 2,700 Net Increase (Decrease) In Cash (35,584) 84,665 Cash - Beginning of Period 84,665 - Cash - End of Period $ 49,081 $ 84,665 Supplemental Disclosure of Cash Flow Information: Cash paid during the period for: Interest $ �� - $ - Income taxes $ 6,366 $ - See accompanying notes to the consolidated financial statements F-5 ) Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Pricing inputs that are generally observable inputs and not corroborated by market data. 2012. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. nature of the services provided. For example, if a client requests a website built (one-time project) with paid search advertising (monthly subscription), the Company will recognize revenue from the website development portion of the bundled services when the website is launched and the invoice is submitted to the client and revenues from paid search advertising at the end of each month during the contract period. Year Ended February 29, 2012 Year Ended February 28, 2011 USA Canada Total USA Canada Total Revenues ($) 105,887 - 105,887 104,336 - 104,336 Long-lived assets ($) - 2,815 2,815 - 3,518 3,518 All sales in each year were from discontinued operations. enactment. 2012. Estimated Useful Lives (Years) February 29, 2012 February 28, 2011 Office equipment 5 $ 3,518 $ 3,518 3,518 3,518 Less accumulated depreciation (703 ) (- ) $ 2,815 $ 3,518 $75,000. Year Ended February 29, 2012 Year Ended February 28, 2011 Current Tax Provision (Benefit): Federal Taxable income (loss) $ 13,789 $ 39,605 Total current tax provision (benefit) $ 2,068 $ 5,941 Deferred Tax Provision: Federal Loss carryforwards $ - $ - Change in valuation allowance - - $ - $ - Year Ended February 29, 2011 Year Ended February 28, 2011 Revenues (domestic) $ 105,887 $ 104,336 Cost of revenues: - Domestic 12,342 15,955 - Foreign 53,770 20,175 Gross profit 39,775 68,206 Expenses: Payroll expenses (foreign) 84,777 - Professional fees (domestic) 14,963 - Officer compensation (domestic) 24,000 20,000 Other: - Domestic 18,565 4,764 - Foreign 2,732 703 Consulting (domestic) 24,000 14,000 Legal – Organization costs (foreign) - 360 Depreciation (foreign) 703 - Rent (domestic) 1,857 6,493 Total operating expenses 171,597 46,320 Income (Loss) from Operations $ (131,822) $ (21,886) Year Ended February 29, 2012 Year Ended February 28, 2011 Book income (loss) – pre tax $ (131,822) $ 21,886 Book/tax depreciation differences 703 (3,519) Loss on foreign subsidiary 141,822 21,238 US Federal taxable income (loss) $ 10,161 $ 39,605 Tax (benefit) at 15% $ 1,524 $ 5,941 make significant future expenditures in connection with marketing efforts along with general administrative expenses. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. President Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. At the present time, members of the board of directors are not compensated for their services to the board. , (46), is a permanent resident of Canada and has lived in Vancouver since 2008. Prior to living in Vancouver Ms. Li lived in Shanghai China. Ms. Li manages and is a member of the board of directors of several companies, including: Jiu Feng Investment Hong Kong Ltd from 2008 to date; Jiu Feng Investment Management Shanghai Ltd from 2000 to date; Shanghai Xiu Ling Hanhe Landscaping Engineering Ltd from 1999 to date; Biomark China Inc from 2008 to date; and JF-NAIC from 2012 to date. Her companies employ thousands of employees worldwide. Ms. Li holds a degree in financial and bank management from the Shanghai Financial Economical University. be disclosed under applicable SEC rules, including: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Change in Pension Value & Non-quali- Non-Equity fied Incentive Deferred All Plan Compen- Other Stock Option Compen- sation Compen- Name and Principal Salary Bonus Awards Awards sation Earnings sation Totals Position [1] Year ($)* ($) ($) ($) (S) ($) ($)** ($) Oleg Gabidulin 2012 0 0 0 0 0 0 24,000 24,000 President, CEO 2011 10,000 0 0 0 0 0 14,000 24,000 Vadim Erofeev, CFO, 2012 0 0 0 0 0 0 24,000 24,000 Treasurer, 2011 10,000 0 0 0 0 0 14,000(a) 24,000 Marina Sherbatenko 2012 0 0 0 0 0 0 0 0 Secretary 2011 0 0 0 0 0 0 0 0 Year Ended February 29, 2012 Year Ended February 28, 2011 Oleg Gabidulin, President - Consulting $ - $ 14,000 - Officer compensation 24,000 10,000 $ 24,000 $ 24,000 Vadim Erofeev, CFO - Consulting $ 24,000 $ - - Cost of revenue - 14,000 - Officer compensation - 10,000 $ 24,000 $ 24,000 2013. 2012. Name of Beneficial Owner Amount and Nature of Beneficial Ownership Percentage of Beneficial Ownership Title of Class Directors and Officers: (1) % Common Oleg Gabidulin, CEO, President and Director 1,640,000 32.87 Common Vadim Erofeev, CFO, Treasurer and Director 1,140,000 22.84 Common Marina Sherbatenko, Secretary and Director 700,000 14.03 Common Ilia Burakov, Director 500,000 10.02 Common All executive officers and directors as a group (4 persons) 3,980,000 79.76 Year Ended February 29, 2012 Year Ended February 28, 2011 Oleg Gabidulin, President - Consulting $ - $ 14,000 - Officer compensation 24,000 10,000 $ 24,000 $ 24,000 Vadim Erofeev, CFO - Consulting $ 24,000 $ - - Cost of revenue - 14,000 - Officer compensation - 10,000 $ 24,000 $ 24,000 Fiscal Year Ended February 29, 2012 February 28, 2011 Audit fees $7,750 $7,750 Audit – related fees Nil Nil Tax fees 750 750 All other fees 1,320 Nil Description 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 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 32.1 Certification of the Chief Executive Officer pursuant to 18 32.2 Certification of the Chief Financial Officer pursuant to 18 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. By: /s/ President, Chief Executive Officer, Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. President, D.C.DC 20549(Mark One)[X]For the fiscal year ended February 29, 2012or[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _____________________ to ___________________________For the fiscal year ended February 28, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 LIBERTY VISION, INC.( Exact name of registrant as specified in its charter)
JIU FENG INVESTMENT HONG KONG LTD Nevada27-2775885(State or other jurisdiction of(I.R.S. Employer Identification No.)Incorporation or organization)
(Exact name of Registrant as specified in its charter)2530 Meridian Parkway, Suite 200, Durham, NC27713(Address of principal executive offices)(Zip Code)Registrant’scode (702) 389-4640underpursuant to Section 12(b) of the Exchange Act:NoneTitle of each className of each exchange onwhich registeredCommon StockOver the Counter$0.001 par valueBulletin Boardunderpursuant to Section 12(g) of the Exchange Act:Common Stock, $0.001 par valueNone(Title of class)ActAct. Yes [ ]o No [ x ]15(d) of theAct.oNote - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.registrantRegistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ YES x ] No [ ] the registrant has submitted electronically and posted on its corporate Website,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 [ YES x ] No [ ] NO oin responsepursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendmentsamendment to this FromForm 10-K.xoLarge accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x Large accelerated filero Accelerated fileroNon-accelerated filero(Do not check if a smaller reporting company) Smaller reporting company[x]¨No [x]xState the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equitysold, or the average bid and asked price of such common equity,no active public trading market as of the last business day of the registrant’s most recently completedCompany’s second fiscal quarter,As of February 29, 2012, the so there was no aggregate market value of votingcommon stock held by non-affiliates of the registrant, based on the price at which the common equity was sold, was approximately $50,500. non-affiliates.8, 2012, the registrant had 4,990,00016, 2013, there are 6,500,000 shares of Common Stockcommon stock outstanding.DOCUMENTS INCORPORATED BY REFERENCEArticles of Incorporation, Bylaws, Subscription Agreement, Consulting Agreements, Debt Settlement Agreements are incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on April 12, 2011.Part IPage No.NumberItem 1.Business43 Item 1.ARisk Factors82.Properties114 Item 1A. Risk Factors 8 3.Legal Proceedings118 Item 2. Properties 8 Legal Proceedings 8 Item 4. (Not Applicable)118 PART II Part II129 139 Operations.139 Aboutabout Market Risk.1612 1613 inIn and Disagreements With Accountants on Accounting and Financial Disclosure3014 Item 9 A.Controls and Procedures30Part III3015 Item 11. Executive Compensation 17 Item 11.Executive Compensation32Matters.3518 3518 Services.3619 Part IVSchedules.3620 Signatures37LIBERTY VISION, INC.JIU FENG INVESTMENT HONG KONG, INCthe uncertainty of profitability based upon our history of losses;risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern;risks related to our international operations and currency exchange fluctuations; andother risks and uncertainties related to our business plan and business strategy.· the uncertainty of profitability based upon our history of losses; · risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern; · risks related to our international operations and currency exchange fluctuations; and · other risks and uncertainties related to our business plan and business strategy. “Liberty Vision”the ‘Registrant”, and “LVI”“Jiu Feng” mean Liberty VisionJiu Feng Investment Hong Kong, Inc. and its subsidiary, unless otherwise indicated.Liberty Vision,Jiu Feng Investment Hong Kong, Inc., (the “Company” also the “Registrant”) was formed on September 29, 2009.2009 under the name Liberty Vision, Inc. is aprovider of services that enable individuals and small businesses to establish, maintain and evolve an online presence. We offer a full range of web services, including custom web design, website usability consulting, website maintenance, web analytics implementation, web marketing services, social and viral marketing campaigns and search engine optimization consulting. We target the individual and small business markets by seeking to provide a “one-stop shop” for establishing and maintaining an online presence. Our services can be purchased independently or as bundled offerings, where a customer may purchase more than one of our services with a discount if services are purchased at the same time, targeted to meet the specific needs of our customers.Simplifying the Internet for Small Businesses.Our goal is to enable small businesses to outsource their web services needs to us. We guide the customer through the necessary steps to establish their online presence, generate traffic to their websites and increase direct consumer interaction. We provide consulting on a wide variety of issues, from selection of domain name registrars and hosting providers, to the most cost-efficient marketing strategies.We generate revenue from sales of web services made directly to small and medium business customers. We acquire customers through referrals and our primary website,www.LibertyVisionOnline.com, which outlines our service offerings and showcases our portfolio of work.Liberty VisionJiu Feng Media, Inc., an Ontario, Canada Corporation (“LVMI”). The subsidiary was incorporated to facilitate payroll transactions for the employees.4U.S.DollarU.S. Dollar as its reporting currency as well as its functional currency, however from time to time, LVMI, incurs certain expenses in Canadian Dollars. Our consolidated financial statements include the accounts of our subsidiary. All significant intercompany balances and transactions have been eliminated on consolidation. Our common stock has been quoted onOTC Bulletin Board since March 22,Company disposed of its subsidiary corporation, Jiu Feng Media, Inc., to 0954842 BC LTD for a nominal sum, as well as other management operations.under the Registrant changed its name to: Jiu Feng Investment Hong Kong, Inc.Liberty Visionagency. We provideagency, 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. We planexpand our service offeringsidentify projects, investments and general information on programs designed to include subscription-based service packages.Liberty VisionJiu Feng helps with implementation of Google Analytics, a web statistics package that provides all this information.·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.5· 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. Competitionfragmented.fragmented, few web development firms specialize in green technologies. Our competition is any company that provides one or more of our company’s core service offerings. Our competition includes Advertising Firms, Public Relations Companies, Web Design Companies, Graphic Design Companies, and Search Engine Optimization Firms. Our competitors range in size from small, local independent firms and individuals to very large conglomerates. Such fragmentation can mean that a small business owner can employ more than one web services provider to get a needed mix of web design and online marketing services for theirdesiredtheir desired budget. The web services industry is always evolving with thousands of new competitors entering the market every year. It is becoming very difficult for companies to distinguish themselves in the market and gain new customers.We have five full-time employees, beside our officers and directors, as of the date of this report. have no intention of hiring additionalexpect to hire approximately 5 full time employees until our revenue from operations will be sufficient enough to cover costs of this expansion. 7face intense competition in our industry. If we are unable to compete successfully, our business will be seriously harmed.The market for our web development and marketing services is highly competitive and has relatively low barriers to entry. Our competitors vary in size and in the variety of services they offer. Many of our current and potential competitors have longer operating histories, significantly greater financial, technical, marketing and other resources and an established client base. These competitors may be able to adapt more quickly to new or emerging web design technologies and changes in customer requirements. They may also be able to devote greater resources to the promotion and sales of their services than we can. If we fail to compete successfully against our competitors, our revenue could decline and our business could be harmed.The requirements of being a publicsmaller reporting company may strain our resources and distract our management.As a public company, we are subject to the reporting requirementsas defined by Rule 12b-2 of the Securities Exchange Act of 1934 as amended, orand are not required to provide the Exchange Act, and requirements of the Sarbanes-Oxley Act of 2002, as amended, or SOX. These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The SOX requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business and results of operations.In addition, changing laws, regulations and standards relating to corporate governance and public disclosureinformation under this item.
Item 1B. UNRESOLVED STAFF COMMENTScreating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differno unresolved comments from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed.We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our Board of Directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.Our business relies on our ability to attract new customers. If we are unable to attract new customers, our business will fail.Our future growth is dependent on our ability to attract new customers and our ability to sell additional services to our existing customers. We rely on online marketing and referrals from existing customers and other businessassociates to attract new customers. We also rely on selling additional services to our new or existing clients, such as search engine optimization and web marketing services, for additional revenue. If we are unable to attract new customers or sell additional services to our existing customers, our revenue will likely decline and our business will fail.Our operating results could be impaired if we become subject to burdensome government regulation and legal uncertainties.We are not currently subject to direct regulation by any domestic or foreign governmental agency, other than regulations applicable to businesses generally. However, due to the increasing popularity and use of the Internet, it is possible that a number of laws and regulations may be adopted with respect to the Internet, relating to user privacy, content and copyrights.The adoption of any additional laws or regulations may decrease the expansion of the Internet. A decline in the growth of the Internet could decrease demand for our services and increase our cost of doing business. Our business, financial condition and results of operations could be seriously harmed by any new legislation or regulation.8We lack an operating history. There is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, our business will fail.We were incorporated on September 29, 2009. During the year ended February 29, 2012 we generated $105,887 (February 28, 2011: $104,336) in revenues and incurred $169,431 (February 28, 2011: $46,320) in operating expenses resulting in the net loss of $(133,346) in 2012 and the net income of 15,945 in 2011. As of February 29, 2011, we had accumulated deficit of $(115,928).We have a limited operating history upon which an evaluation of our future success or failure can be made. Based upon current plans, we expect to continue generating revenues. However our revenues may not be sufficient to cover our operating costs. We cannot guarantee that we will be successful in generating significant revenues in the future. Failure to achieve a sustainable sales level will cause us to go out of business.We depend on key personnel. Our future success will depend in part on the continued service of key personnel, particularly, Oleg Gabidulin, our President and Director, Marina Sherbatenko, our Secretary and Treasurer, Vadim Erofeev, our Treasurer, Chief Financial Officer and Director, and Ilia Burakov, our Director. We have entered into consulting agreements with Oleg Gabidulin, our President, and Vadim Erofeev, our Chief Financial Officer, on September 30, 2010. Either party can terminate these contracts with a sixty (60) day advance written notice. We have not entered into consulting or employment agreements with Mrs. Sherbatenko and Mr. Burakov. If any of our directors and officers will choose to leave the company, we will face significant difficulties in attracting potential candidates for replacement of our key personnel due to our limited financial resources and operating history. In addition, the loss of any key employees or the inability to attract or retain qualified personnel could delay our plan of operations and harm our ability to provide services to our current customers and harm the market’s perception of us.Our officers, directors, consultants and advisors are involved in other businesses and not obligated to commit their time and attention exclusively to our business and therefore they may encounter conflicts of interest with respect to the allocation of time and business opportunities between our operations and those of other businesses.Our directors are currently involved in other businesses and not obligated to commit their time and attention exclusively to our business and, accordingly, they may encounter conflicts of interest in allocating their own time, or any business opportunities which they may encounter, between our operations and those of other businesses.Currently, Oleg Gabidulin, our President, and Director, Vadim Erofeev our Treasurer, Chief Financial Officer and Director, Marina Sherbatenko our Secretary and Treasurer and Ilia Burakov, our Director each commit between 10 to 25 hours per week of their time to our business in their capacities as officers and directors. Nevertheless, if the execution of our business plan demands more time than is currently committed by any of our officers, directors, consultants or advisors, they will be under no obligation to commit such additional time, and their failure to do so may adversely affect our ability to carry on our business and successfully execute our business plan.Additionally, all of our officers and directors, in the course of their other business activities, may become aware of investment, business or information which may be appropriate for presentation to us as well as to other entities to which they owe a fiduciary duty. They may also in the future become affiliated with entities that are engaged in business or other activities similar to those we intend to conduct. As a result, they may have conflicts of interest in determining to which entity particular opportunities or information should be presented. If, as a result of such conflict, we are deprived of investment, business or information, the execution of our business plan and our ability to effectively compete in the marketplace may be adversely affected. If we become aware of such conflict of interests we will take an immediate action to resolve it. Each conflict of interest will be handled by the company based on the nature of the conflict and an individual involved in it.Because our management has limited experience running a website development and online marketing company, our business has a higher risk of failure.Our Directors have limited experience running a business that provides website development and online marketing services. As a result, we may not be able to recognize and take advantage of opportunities without the aid of qualified marketing, sales, and business development consultants. Our Directors’ decisions and choices may not be well thought out and our operations, earnings, and ultimate financial success may suffer irreparable harm as a result.9Holders of our common stock may have limited recourse against us and our directors and executive officers because all of our directors and all of our executive officers reside outside the United States.All of our directors and all of our executive officers reside outside the United States. The assets of all of our directors and executive officers are located outside the United States. As a result, holders of our common stock may be limited in their ability to effect service of process within the United States upon our directors and executive officers or to enforce in a U.S. court a judgment obtained against our directors and executive officers in jurisdictions outside the United States, including actions under the civil liability provisions of U.S. securities laws. In addition, it may be difficult for holders of our common stock to enforce, in original actions brought in courts in jurisdictions outside the United States, liabilities predicated upon U.S. securities laws.We do not intend to pay dividends and there will be less ways in which you can make a gain on any investment in Liberty Vision, Inc.We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we might require additional funding currently not provided for in our financing plan, our funding sources may likely prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in Liberty Vision, Inc. will need to come through appreciation of the stock’s price.Because our Directors own 79.76% of our outstanding common stock they could make and control corporate decisions that may be disadvantageous to other minority shareholders.Our Directors own 79.76% of the outstanding shares of our common stock as of the date of this annual report. Accordingly, they have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets. They also have the power to prevent or cause a change in control. The interests of our directors may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.There is limited public (trading) market for our common stock; therefore, our investors may not be able to sell their shares.Our common stock is quoted on the OTC Bulletin Board under the symbol “LBYV”. We can provide no assurance that any market for our common stock will ever develop. As a result, stockholders may be unable to liquidate their investments, or may encounter considerable delay in selling shares of our common stock. A trading market may not develop in the future, and if one does develop, it may not be sustained. If an active trading market does develop, the market price of our common stock is likely to be highly volatile due to, among other things, the nature of our business and because we are a new public company with a limited operating history. Further, even if a public market develops, the volume of trading in our common stock will presumably be limited and likely be dominated by a few individual stockholders. The limited volume, if any, will make the price of our common stock subject to manipulation by one or more stockholders and will significantly limit the number of shares that one can purchase or sell in a short period of time. The market price of our common stock may also fluctuate significantly in response to the following factors, most of which are beyond our control: - variations in our quarterly operating results; - changes in general economic conditions; - loss of a major customer, partner or joint venture participant; and - the addition or loss of key managerial and collaborative personnel.The equity markets have, on occasion, experienced significant price and volume fluctuations that have affected the market prices for many companies' securities and that have often been unrelated to the operating performance of these companies. Any such fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance. As a result, stockholders may be unable to sell their shares, or may be forced to sell them at a loss.You could be diluted from our future issuance of capital stock and derivative securities.As of February 29, 2012, we had 4,990,000 shares of common stock outstanding and no shares of preferred stock outstanding. 10We are authorized to issue up to 75,000,000 shares of common stock and no shares of preferred stock. To the extent of such authorization, our Board of Directors will have the ability, without seeking stockholder approval, to issue additional shares of common stock or preferred stock in the future for such consideration as the Board of Directors may consider sufficient. The issuance of additional common stock or preferred stock in the future may reduce your proportionate ownership and voting power.The application of the “Penny Stock” rules could adversely affect the market price of our common shares and increase your transaction costs to sell those shares. The Securities and Exchange Commission has adopted Rule 3A51-1, which establishes the definition of a “Penny Stock,” for the purposes relevant to us, as any equity security that has market price of less than $5.00 per share or within an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15G-9 require: - that a broker or dealer approve a person's account for transactions in penny stocks; and - the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must: - obtain financial information and investment experience objectives of the person; and - make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: - sets forth the basis on which the broker or dealer made the suitability determination; and - that the broker or dealer received a signed, written agreement from the investor prior to the transaction.Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.You may face significant restrictions on the resale of your shares due to state “blue sky” laws.Each state has its own securities laws, often called “blue sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration, and (2) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. The applicable broker-dealer must also be registered in that state.We do not know whether our securities will be registered or exempt from registration under the laws of any state. A determination regarding registration will be made by those broker-dealers, if any, who agree to serve as market makers for our common stock. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities. You should therefore consider the resale market for our common stock to be limited, as you may be unable to resell your shares without the significant expense of state registration or qualification.We doproperty and pay our office rent on a monthly basis.property.We arecurrently a party to any legal proceedings, and we are not aware ofinvolved in any pending litigation or potential legal actions.Board. Our common stock has been quoted on the OTC Bulletin Board since March 22, 2012, under the symbol “LBYV”“JFIL”. Because we are quoted on the OTC Bulletin Board, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.2012,2013, there were 3573 total record holders of 4,990,0006,500,000 shares of the Company's common stock.2012.During the year ended February 28, 2011, we completed an offering of 2,700,000 shares of our common stock at a price of $0.001 per share to our Directors Oleg Gabidulin (1,000,000), Vadim Erofeev (500,000), Marina Sherbatenko (700,000) and Ilia Burakov (500,000) on February 5, 2011. The total amount received from this Offering was $2,700. We completed this offering pursuant to Regulation S of the Securities Act.All of our directors and all of our executive officers reside outside the United States.During our fourth quarter of our fiscal 2011 we issued 640,000 restricted shares of common stock in the capital of the Company at a deemed price of $0.05 per share to settle the amounts owed to the Company’s President and Chief Financial Officer.The offer and sale of all shares of our common stock listed above were affected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Regulation S promulgated under the Securities Act. The investor acknowledged the following: subscriber is not a United States Person, nor is the subscriber acquiring the shares directly or indirectly for the account or benefit of a United States Person. None of the funds used by the subscriber to purchase the units have been obtained from United States Persons. For purposes of the Subscription Agreement, “United States Person” within the meaning of U.S. tax laws, means a citizen or resident of the United States, any former U.S. citizen subject to Section 877 of the Internal Revenue Code, any corporation, or partnership organized or existing under the laws of the United States of America or any state, jurisdiction, territory or possession thereof and any estate or trust the income of which is subject to U.S. federal income tax irrespective of its source, and within the meaning of U.S. securities laws, as defined in Rule 902(o) of Regulation S, means: (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States; (iii) any estate of which any executor or administrator is a U.S. person; (iv) any trust of which any trustee is a U.S. person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (viii) any partnership or corporation if organized under the laws of any foreign jurisdiction, and formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts.12
RESULTS OF OPERATIONSForyearyears ended February 28, 2013 and February 29, 2012, compared to the year ended February 28, 2011Our results ofCompany realized a loss from continuing operations as reported in our consolidated financial statements, incorporate results oftotaling $115,903 and $0, respectively, and a loss from discontinued operations of our wholly owned subsidiary Liberty Vision Media Inc. All significant intercompany balances$115,903 and transactions have been eliminated on consolidation.RevenueWe generate revenue from sales of website development services. Our gross revenue from web development services for the year ended February 29, 2012, was $105,887, compared to $104,336 for the year ended February 28, 2011. Our cost of revenues for the year ended February 29, 2012, was $66,112 (February 28, 2011: $36,130) resulting in a gross profit of $39,775 (February 28, 2011: $68,206). Our cost of revenues for the year ended February 29, 2012 was affected by the increase in web designers’ salaries. The increase in time spent on web development during the year ended February 29, 2012 was due to the increase in complexity of the web development projects. As a result we had a net loss from operations of $(133,346) for the year ended February 29, 2012 compared to the net income of $15,945 for the year ended February 28, 2011.yearsyear ended February 29, 2012 and February 28, 20112013 are outlined in the table below:13 Payroll expenses $ 0 Officer compensation $ 93,500 Consulting $ 54,091 Other $ 23,597 Legal – Organization costs $ 15,620 Depreciation $ 528 Rent $ 10,809 29, 2012,28, 2013 compared to our fiscal 2011,the year ended 2012, was due to the increase in our corporate activities, increase in expenses related to implementation of our business plan and increase in professional fees associated with our reporting obligations under the Securities Exchange Act.29, 201228, 2013, we hired five full-time employees compared to none in our fiscal 2011, therefore our payroll expenses were increased by $84,777. We incurred $14,963 (February 28, 2011: $Nil)$51,711 in professional fees during the year ended February 29, 2012.fees. These fees consisted of accounting and audit fees of $9,000,$11,070, legal fees of $4,200 $15,620,and transfer agent fees of $1,763.$25,021. The legal fees were incurred by the company in relation to filing of our Registration Statement on the Form S-1.29, 2012,28, 2013, management consulting services of $24,000 (February 28, 2011: $24,000)$18,000 were charged to operations. Duringoperations compared to $24,000 during the last quarter of fiscal 2011 the Company issued 640,000 restricted shares of common stock in the capital of the Company at a deemed price of $0.05 per share to settle the amount owed to the Company’s President.Atyear ended February 29, 2012. At February 28, 2013 and February 29, 2012, the Company owed $22,372 and $24,000, (February 28, 2011: $Nil)respectively, to the President of the Company for management consulting services.29, 2012,28, 2013, consulting services of $24,000 (February 28, 2011: $Nil)$18,000 were charged to operations. Duringoperations compared to $24,000 during the last quarter of fiscal 2011 the Company issued 640,000 restricted shares of common stock in the capital of the Company at a deemed price of $0.05 per share to settle the amount owed to the Company’s Chief Financial Officer.Atyear ended February 29, 2012. At February 28, 2013 and February 29, 2012 the Company owed $0 and $24,000 (February 28, 2011: $Nil) to the Chief Financial Officer of the Company for consulting services.yearyears ended February 28, 2013 and February 29, 2012, the company incurred a depreciation expense of $528 and $703, respectively, associated with computer equipment purchased by the company in fiscal 2011. All these increases (see table above) were offset by a decrease in our office rent after the company moved its office to current location.prior periods. In addition to operating expenses the company incurred $183 in foreign currency transaction gain during the year ended February 28, 2013, and $2,166 in foreign currency transaction loss as ofduring the year ended February 29, 2012 (February 28, 2011: $Nil).
February 29,
2012
February 28,
2011 $ 5,000 $ 59,956 $ 23,833 $ 61,499 $ (18,833 ) $ (1,543 )
February 29,
2012
February 28,
201114 Cash provided by (used in) operating activities $ (76,654 ) $ (86,084 ) Cash used in investing activities $ - $ (- ) Cash provided by financing activities $ 32,573 $ 50,500 Net increase (decrease) in cash $ (44,081 ) $ (35,584 ) 29, 201228, 2013 and February 28, 201129, 2012 were generated by the web development revenue stream.and 2011wewe received proceeds from capital contributions from an officer during the year ended February 28, 2013 and from the issuance of 1,010,000 shares of common stock at $0.05 per share during the year ended February 29, 2012. During the year ended February 28, 20112013 we issued 2,700,0001,510,000 shares of common stock at $0.001 per share.share for services rendered totaling $75,500. We had no other sources of cash inflow during the reporting periods. advertizing,advertising, social and viral marketing, blogging, and search engine optimization. These services will provide additional cash inflow for our working capital. There is no guarantee that our clients will sign up for one or more of these services. In this case we will retain website development services and equity financing as our primary sources of financing of our operations.$(86,084)$(76,654) for the year ended February 29, 201228, 2013 was primarily the result of our net loss plus non-cash charges, such as depreciation and amortization.amortization, and stock issued for services rendered. Cash flows resulting from changes in assets and liabilities include an increase in accounts payable, accounts payable – related party, a decrease in accounts receivable, accounts payable and income taxes payable, and thean increase in prepaid expenses and amounts due to related party and payroll taxes payable. The increasediscontinued operations.prepaid expensesoperating activities of $(133,346) for the year ended February 29, 2012 was due to a cash advance paid to a credit for an employer portion of payroll taxes paid during 2011 calendar yearour net loss and prepayment of a transfer agent fees. The increase in amounts due to related party represent the increase in accrued management and consulting fees provided by our President and Chief Financial Officer during the year.Cash flows resulting from changes in assets and liabilities during the year ended February 28, 2011 included the decrease in accounts receivable and accounts payable and accrued liabilities and the29, 2012, including an increase in payroll taxes and income taxes payable.yearyears ended February 28, 2013 and February 29, 2012. The only cash used in investingwas cash that we paidof $32,573 for the purchase of the computer equipment during the year ended February 28, 2011. We paid $3,5182013 was due to capital contributions from an officer of the Company. Cash flows from financing activities of $50,500 for computer equipment. We may invest in computer equipment and software during our current fiscal year, subject to financing. Depreciation expense will also be affected by the addition of computer equipment to our pool of capital assets.Cash Flows from Financing ActivitiesThe only cash flow from investing activities was cash received from the sale of our common shares as follows:a)During the year ended February 29, 2012 the Company soldwas due to 1,010,000 common shares at $0.05 per share for total proceeds of $50,500.b)During the year ended February 28, 2011, the Company sold 2,700,000 shares of common stock issued for cash at par to the Company Directors for $2,700 in cash.Wethatthe need for 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 overduring the next twelve months. We do not have any arrangements in place for any future equity financing.15 ANDFEBRUARY 28, 2011Page (s) F-1 29, 201228, 2013 and February 28, 2011F-2 29, 201228, 2013 and February 28, 2011F-3 29, 2012F-4 29, 201228, 2013 and February 28, 2011F-5 F-6 16Durham, North Carolinaconsolidated balance sheets of Liberty Vision, Inc. (a development stage company)Jiu Feng Investment Hong Kong Ltd. as of February 28, 2013 and February 29, 2012 and February 28, 2011 and the related consolidated statements of operations, stockholders' equity and cash flows for the years then ended, and for the period from September 29, 2009 (inception) through February 29, 2012.ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit. consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Liberty Vision, Inc.Jiu Feng Investment Hong Kong Ltd. as of February 28, 2013 and February 29, 2012, and February 28, 2011, and the consolidated results of its operations and its cash flows for the years then ended and for the period from September 29, 2009 (inception) through February 29, 2012 in conformity with accounting principles generally accepted in the United States of America.Aurora, Colorado /s/Ronald R. Chadwick, P.C.April 30, 2012 RONALD R. CHADWICK, P.C.F-1Aurora, Colorado Ronald R. Chadwick, P.C. May 1, 2013 RONALD R. CHADWICK, P.C. JIU FENG INVESTMENT HONG KONG LTD. (formerly LIBERTY VISION, INC.) BALANCE SHEETS ASSETS February 28, February 29, 2013 2012 Current Assets: Cash $ 5,000 $ 49,081 Accounts receivable - 9,251 Prepaid expenses - 1,624 Total current assets 5,000 59,956 Computer equipment, net - 2,815 Total Assets $ 5,000 $ 62,771 LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) Current Liabilities: Accounts payable and accrued liabilities $ 1,461 $ 6,965 Accounts payable - related party 22,372 48,000 Payroll taxes payable - 5,010 Income taxes payable - 1,524 Total current liabilities 23,833 61,499 Total Liabilities 23,833 61,499 Stockholders' Equity (Deficit): Common stock, par value $0.001 per share, 75,000,000 shares authorized; 6,500,000 (2013) and 4,990,000 (2012) shares issued and outstanding 6,500 4,990 Additional paid-in capital 300,486 112,210 Accumulated deficit (325,819 ) (115,928 ) Total stockholders' equity (deficit) (18,833 ) 1,272 Total Liabilities and Stockholder's Equity (Deficit) $ 5,000 $ 62,771 JIU FENG INVESTMENT HONG KONG LTD. (formerly LIBERTY VISION, INC.) STATEMENTS OF OPERATIONS Year Ended Year Ended Feb. 28, 2013 Feb. 29, 2012 Revenues, net $ - $ - Cost of revenues - Gross profit - - Operating expenses: Amortization & depreciation - - General and administrative 93,939 - 93,939 - Gain (loss) from operations (93,939 ) - Other income (expense): Foreign curency translation (49 ) - (49 ) - Income (loss) from continuing operations before provision for income taxes (93,988 ) - Provision for income tax - - Income (loss) from continuing operations (93,988 ) - Discontinued operations: Income (loss) from discontinued operations (115,903 ) (133,346 ) Net income (loss) $ (209,891 ) $ (133,346 ) Net income (loss) per share (Basic and fully diluted): Continuing operations $ (0 ) $ - Discontinued operations (0 ) (0 ) Total operations $ (0 ) $ (0 ) 5,365,833 4,141,896 JIU FENG INVESTMENT HONG KONG LTD. (formerly LIBERTY VISION, INC.) STATEMENTS OF STOCKHOLDERS' EQUITY Additional Common stock Paid-in Accumulated Description Shares Amount Capital Deficit Total Balance - February 28, 2011 3,980,000 $ 3,980 $ 62,720 $ 17,418 $ 84,118 Common stock issued for cash at $0.05 per share 1,010,000 1,010 49,490 - 50,500 Net loss for the year - - - (133,346 ) (133,346 ) Balance - February 29, 2012 4,990,000 $ 4,990 $ 112,210 $ (115,928 ) $ 1,272 Debt relief - related party - - 81,713 - 81,713 Capital contributions - related party - - 32,573 - 32,573 Compensatory stock issuances 1,510,000 1,510 73,990 - 75,500 Net loss for the year - - - (209,891 ) (209,891 ) Balance - February 28, 2013 6,500,000 $ 6,500 $ 300,486 $ (325,819 ) $ (18,833 ) JIU FENG INVESTMENT HONG KONG LTD. (formerly LIBERTY VISION, INC.) STATEMENTS OF CASH FLOWS Year Year Ended Ended February 28, February 29, 2013 2012 Cash Flows from Operating Activities: Net Income (Loss) $ (209,891 ) $ (133,346 ) Stock for services 75,500 - Changes in Current Assets and Liabilities- Accounts payable and accrued liabilities 1,461 - Accounts payable - related party 22,372 - Income taxes payable (1,524 ) - Discontinued operations 35,428 47,262 Net Cash Provided by (Used in )Operating Activities (76,654 ) (86,084 ) Cash Flows from Investing Activities: - - Net Cash Used in Investing Activities - - Cash Flows from Financing Activities: Paid in capital 32,573 - Proceeds from issuance of common stock - 50,500 Net Cash Provided by Financing Activities 32,573 50,500 Net Increase (Decrease) In Cash (44,081 ) (35,584 ) Cash - Beginning of Period 49,081 84,665 Cash - End of Period $ 5,000 $ 49,081 Supplemental Disclosure of Cash Flow Information: Cash paid during the period for: Interest $ - $ - Income taxes $ 1,549 $ 6,366 ANDFEBRUARY 28, 2011CONSOLIDATED FINANCIAL STATEMENTSLiberty Vision, Inc.under the laws ofin the State of Nevada on September 29, 2009 (“Inception”).2009. The Company’s business purpose is to provideCompany provides web development and marketing services for clients in the United States and international markets.On January 27, 2011,clients. On December 5, 2012 the Company formeddisposed of its subsidiary corporation to a wholly owned subsidiary, Liberty Vision Media, Inc., an Ontario, Canada Corporation (“LVMI”)shareholder for a nominal sum, as well as other management operations. The loss on discontinued operations in fiscal year 2013 was $115,903, including a gain on disposal of $2,430. Former officers, directors and hired two full-time designers in Toronto, Canada. The subsidiary was incorporatedshareholders contributed net amounts due them of $81,713 to facilitate payroll transactionsthe capital of the Company, and directors and shareholders contributed $32,573 to the capital of the Company for the employees.debt payoffs. consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).The accompanying consolidated financial statements include all of the accounts of the Company as of February 29, 2012 and February 28, 2011, and for the year ended February 29, 2012, and February 28, 2011 and for the period from September 29, 2009 (inception) through February 29, 2012. LVMI is included as of February 29, 2012, February 28, 2011, and for the period from September 29, 2009 (date of formation) through February 29, 2012. All intercompany balances and transactions have been eliminated.F-620122013 and February 28, 20112012 there was no allowance for doubtful accounts.(after (after taking into account their respective estimated residual values)over the assets estimated useful life of five (5) years. Upon sale or retirement of office equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations.Level 2 Level 3 2012;2013; no gains or losses are reported in the consolidated statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the years ended February 29, 2012,2013, and February 28, 2011.F-7consolidated statements of income and comprehensive income (loss). All our revenues for the years ended February 29, 2012 and February 28, 2011 were generated by this revenue stream.F-8LVMI (Canada), its wholly owned subsidiaryThe Company uses the U.S. Dollar as its reporting currency as well as its functional currency, however from time to time, LVMI, the Company incurs certain expenses in Canadian Dollars. The change in exchange rates between the U.S. Dollar, its reporting and functional currency and the Canadian Dollar, the currency in which a transaction is denominated increases or decreases the expected amount of reporting currency cash flows upon settlement of the transaction. That increase or decrease in expected reporting currency cash flows is a foreign currency transaction gain or lossthat generally is included in determining net income (loss) for the period in which the exchange rate changes. USA Canada Total USA Canada Total Revenues ($) 104,157 - 104,157 105,887 - 105,887 Long-lived assets ($) - - - - 2,815 2,815 under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition ofpursuant 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 liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method,operating loss carryforwards and deferred tax assets and liabilities are based onrecognized for taxable temporary differences. Temporary differences are thedifferences between the financial statement and tax basesreported amounts of assets and liabilities using enactedand their tax rates in effect for the year in which the differences are expected to reverse.bases. Deferred tax assets are reduced by a valuation allowance towhen, in the extentopinion of management, concludes 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 measured using enacted tax rates expected to apply to taxable income inadjusted for the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilitieseffects of a changechanges in tax laws and rates is recognized in the Statements of Operations in the period that includes the enactment date.F-9The Company adopted the provisions ofparagraph 740-10-25-13 of the FASB Accounting Standards Codification.Paragraph 740-10-25-13.addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Underparagraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical meritsdate of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions ofparagraph 740-10-25-13.20122013 and February 28, 2011.Codification.Subsequent eventsThe Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.Recently issued accounting pronouncementsIn May 2011, the FASB issued the FASB Accounting Standards Update No. 2011-04“Fair Value Measurement” (“ASU 2011-04”). This amendment and guidanceare the result of the work by the FASB and the IASB to develop common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards (IFRSs).This update does not modify the requirements for when fair value measurements apply; rather, they generally represent clarifications on how to measure and disclose fair value under ASC 820,Fair Value Measurement,including the following revisions:·An entity that holds a group of financial assets and financial liabilities whose market risk (that is, interest rate risk, currency risk, or other price risk) and credit risk are managed on the basis of the entity’s net risk exposuremay apply an exception to the fair value requirements in ASC 820 if certain criteria are met. The exception allows such financial instruments to be measured on the basis of the reporting entity’s net, rather than gross, exposure to those risks.F-10·In the absence of a Level 1 input, a reporting entity should apply premiums or discounts when market participants would do so when pricing the asset or liability consistent with the unit of account.·Additional disclosures about fair value measurements.The amendments in this Update are to be applied prospectively and are effective for public entity during interim and annual periods beginning after December 15, 2011.In June 2011, the Financial Accounting Standards Board (“FASB”) issued updated guidance that allows companies the option of how to present the components of, and a total, for net income, the components of, and a total, for other comprehensive income, and a total for comprehensive income as either one continuous statement of comprehensive income or in two separate but consecutive statements. There will no longer be the option to present items of other comprehensive income in the statement of stockholders’ equity. The updated accounting guidance is effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2011 on a retrospective basis. Early application is permitted. Since the updated guidance only requires a change in the placement of information already disclosed in consolidated financial statements, the Company does not expect the adoption to have an impact on its consolidated financial statements.Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.NOTE 3 – OFFICE EQUIPMENTOffice equipment, stated at cost, less accumulated depreciation at February 29, 2012 and February 28, 2011 consisted of the following:Depreciation expenseDepreciation expense for the years ended February 29, 2012 and February 28, 2011 was $703 and $0, respectively.43 – RELATED PARTY TRANSACTIONSConsulting services from President and Chief Financial OfficerThe Presidentprovides management consulting servicesformer Officers and Directors contributed $81,713 in net liabilities to the Company. During the year ended February 29, 2012, management consulting services of $24,000 (February 28, 2011: $24,000) were charged to operations. During the last quarter of fiscal 2011 the Company issued 640,000 restricted shares of common stock in the capital of the Company, at a deemed priceand related party shareholders contributed $32,573 to capital for the retirement of $0.05 per share to settle the amount owed to the Company’s President.At February 29,debt. The Company in December 2012 the Company owed $24,000 (February 28, 2011: $Nil) to the President of the Company for management consulting services.The Chief Financial Officer of the Company provides consulting services to the Company. During the year ended February 29, 2012, consulting services of $24,000 (February 28, 2011: $Nil) were charged to operations. During the last quarter of fiscal 2011 the Company issued 640,000 restricted shares of common stock in the capital of the Company at a deemed price of $0.05 per share to settle the amount owed to the Company’s Chief Financial Officer.At February 29, 2012 the Company owed $24,000 (February 28, 2011: $Nil) to the Chief Financial Officer of the Company for consulting services.F-11NOTE 5 – STOCKHOLDERS’ EQUITYCommon stockTheCompany was incorporated on September 29, 2009 and is authorized to issue up to 75,000,000 shares of common stock with $0.001 par value.On February 5, 2011, the Company sold 2,700,000 shares of common stock at par to the Company Directors for $2,700 in cash.On February 16, 2011 the Company issued 1,280,000 restricted shares of common stock in the capital of the Company at a deemed price of $0.05 per share to settle the amounts owed to the Company’s President and Chief Financial Officer.During the year ended February 29, 2012 the Company sold 1,010,0001,500,000 common shares to an Officer for services valued at $0.05 per share for total proceeds of $50,500.64 – INCOME TAXThe provision (benefit) for income taxes for the years ended February 29, 2012 and February 28, 2011 were as follows:The components of our taxable income for the years ended February 29, 2012 and February 28, 2011 are as follows:F-12A reconciliation of the federal statutory income tax rate and the effective income tax rate is as follows:All revenues for the years ended February 29, 2012 and February 28, 2011 were generated in the United States. The Company has no unremitted earnings in local international jurisdictions. Our cash balances are maintained in the United States and in Canada.The Company had deferred income tax assets as of February 29, 2012 and February 28, 2011 as follows:February 29,2012February 28, 2011 Loss carryforwards$ -$ - Less - Valuation allowance-- Total net deferred tax assets$ -$ -Deferred income taxes are recognized based on temporary differences between the financial statement and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured usingadjusted for the statutoryeffects of changes in tax laws and rates and laws expected to apply to taxableon the date of enactment. Deferred income in the years in whichtaxes arise from the temporary differences are expected to reverse.Valuation allowances are provided against net deferredbetween financial statement and income tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the timing of the temporary differences becoming deductible. The Company recognizes refundable and deferred assets to the extent that management has determined their realization.Management considers, among other available information, scheduled reversals of deferred tax liabilities, projected future taxable income, limitations of availabilityrecognition of net operating losses. These loss carry-forwards, and other matterscarryovers are limited under the Internal Revenue Code should a significant change in making this assessment.As ofownership occur.andthe Company incurred an income tax liability from discontinued operations of $1,524 which was paid in fiscal year 2013. At February 28, 2011,2013, after the disposal of its subsidiary the Company had refundablenet operating loss carryforwards of approximately $82,000 which expire in 2033. The deferred tax assets relatedasset of $12,000 created by the net operating loss has been offset by a 100% valuation allowance. The change in the valuation allowance in 2013 was approximately $13,500.Liberty Vision Inc. of $Nil.be,raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from timefinancial institutions or related parties. By doing so, the Company hopes to time, subjectgenerate sufficient capital to income tax examinations for U.S. federal income taxes, for non-U.S. income taxesexecute its business plan of selling web development and for state and local income taxes.marketing services on an ongoing basis. Management believes that any reasonably foreseeable outcomes relatedactions presently being taken to income tax liabilities have been adequately provided for. However, future results may include favorable or unfavorable adjustments to estimated tax liabilities inobtain additional funding provide the period the assessments are made or resolved or when statutes of limitation on potential assessments expire.NOTE 7 – SUBSEQUENT EVENTSThe Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management ofopportunity for the Company determined that there were no reportable subsequent events to be disclosed.F-1320122013 fiscal year. This evaluation was conducted with the participation of our chief executive officer and our principal accounting officer.Name Position NamePositionOleg Gabidulin Chief Executive Officer, and DirectorVadim ErofeevChief Financial Officer,Robert Ireland Secretary, Treasurer and Director Marina SherbatenkoSecretary and DirectorIlia BurakovDirector30Oleg Gabidulin.Robert Ireland (49), is a resident of Canada, and has been CEO of Next Alternative Inc. since 2008 and was a prior CEO of Virtual Wave Inc. Mr. O. Gabidulin earnedIreland has served on several boards including Next Alternative Inc, Satelinx Inc, RoadStar GPS, and Virtual Wave Inc.Information Systemscompany Virtual Wave Inc. which initially was an internet provider in the early years of the Internet and Technology engineering degree from Moscow Technicallater developed several GPS applications for military, police etc., all web oriented.CommunicationsBritish Columbia and Informatics (MTUCI). ForCarleton University. Mr. Ireland still holds an office at Carleton University. From 1985 to 1995 Mr. Ireland served as an adjudicator for the Province of Ontario and when he stepped down in 1995 he was a Senior Adjudicator for the province. He then started teaching at Carleton University and started Virtual Wave Inc.eleven years he has worked as a freelance computer programmer and designer on a contract basis. Mr. Gabidulin has extensive project management experience in software and web development, having lead full lifecycle launches of projects, authored product requirements and specifications, and lead and project managed a team in development of these products.Vadim Erofeev. Mr. V. Erofeev holds a Master of Engineering in Logistics degree and has more than twenty years of experience in the field of logistics and supply chain management. For the past seven years, Mr. Erofeev has operated his own logistics and freight management company “Erofeev Logistics Inc.” Mr. Erofeev is experienced at handling all aspects of business operations, including sales and marketing, strategic and financial business planning, contract negotiation and customer service. As a sole proprietor, he has developed valuable decision-making and project management skills.Marina Sherbatenko. Mrs. M. Sherbatenko holds degree in Information Management. Throughout her career she had worked as an Engineer of Automation and Control Systems, and for the past sixten years, has been employed by “Arbis Soft”, where she is involved in consulting, project management, technical support, automation software design and development. Mrs. Sherbatenko has lead small teams on various projects and played the role of mentor and architect for the team. She has collaborated with product managers, designers and software engineers to ensure design vision is maintained, final markup is standards compliant, and UI deliverables are completed on time. Mrs. Sherbatenko can handle multiple project requirements and identify new technologies that improve product development and the user experience.Ilia Burakov. Mr. I. Burakov studied computer science and is currently employed by “Atapy Software”, a company that specializes in contract programming in the fields of OCR/ICR, document imaging/management and data capture as a software developer. Mr. Burakov has extensive experience with software programming and web programming tools such as MySQL, Flash, HTML5, Java, CSS, JSP and Adobe Suite. He has a good understandingany legal proceeding of the full lifecycle of web and software product development and contributes mosttype required to complex data-intensive projects, as well as search engine optimization and building multi-platform products. 1. Any petition under the Federal bankruptcy laws or any state insolvency law being filed by or against, or a receiver, fiscal agent or similar officer being appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; 2. Conviction in a criminal proceeding, or being a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. Being the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities: i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; ii. Engaging in any type of business practice; or iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; 4. Being the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) of this section, or to be associated with persons engaged in any such activity; 5. Being found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; 6. Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; 7. Being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: i. Any Federal or State securities or commodities law or regulation; or ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 8. Being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. functions, since we have been focusing our efforts on obtaining financing for the company.functions. We expect to adopt a code by the end of the current fiscal year.Section 16(a) Beneficial Ownership Reporting ComplianceSection 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of our common stock. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that all filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with, with the exception of the following:31NameNumber of LateReportsNumber of Transactions NotReported on a Timely BasisFailure to FileRequested FormsOleg GabidulinVadim ErofeevMarina SherbatenkoIlia Burakov1(1)1(1)1(1)1(1)1111NilNilNilNil(1)The named officer, director or greater than 10% stockholder, as applicable, filed a late Form 3 – Initial Statement of Beneficial Ownership of Securities.11:11. EXECUTIVE COMPENSATION20122013 and 20112012 awarded to, earned by or paid to our executive officers.* - The company's president and chief financial officer provided consulting services to the company as per Consulting Agreements with the company at $2,000 per month during the year ended February 29, 2012 and the period from October 1, 2010 to February 28, 2011. These services, totaling $48,000 (February 28, 2011: $20,000), were reported as officer compensation expense of $24,000 (February 28, 2011: $20,000) and consulting fees of $24,000 (February 28, 2011: $14,000) on our statement of operations. These services include: implementing new business opportunities, overseeing daily operations; identifying new customers, corresponding with customers, vendors, business partners, professional firms and regulatory authorities; monitoring the company’s reporting and compliance activities.** - The company's president and chief financial officer provided consulting services to the company as per unwritten arrangement with the company at $2,000 per month during the period from November 1, 2009 to September 30, 2010. These services included: overseeing daily operations; identifying new customers, corresponding with customers, vendors, business partners, professional firms and regulatory authorities; monitoring the company’s reporting and compliance activities, web development and project management.32(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Change in Pension Value & Non-quali- Non-Equity fied Incentive Deferred All Plan Compen- Other Stock Option Compen- sation Compen- Name and Principal Salary Bonus Awards Awards sation Earnings sation Totals Position [1] Year ($) ($) ($) ($) (S) ($) ($) ($) Oleg Gabidulin 2012 0 0 0 0 0 0 24,000 24,000 President, CEO Vadim Erofeev, CFO, 2012 0 0 0 0 0 0 24,000 24,000 Treasurer Marina Sherbatenko 2012 0 0 0 0 0 0 0 0 Secretary Yan Li 2012 0 0 0 0 0 0 0 0 President 2013 0 0 0 0 0 0 0 0 Robert Ireland 2012 0 0 75,000 0 0 0 0 75,000 Secretary, Treasurer 2013 0 0 0 0 0 0 0 0 (a)– A portion of consulting services of $14,000 attributable to web development and project management provided by Mr. Erofeev was reported as cost of revenues on our statement of operations for the year ended February 28, 2011.The following table sets forth information with respect to compensation paid by us to our officers during the years ended February 29, 2012 and February 28, 2011 as reported on our statement of operations:We have entered into Consulting Agreements with Oleg Gabidulin, our President, and Vadim Erofeev, our Chief Financial Officer, on September 30, 2010. During the period from November 1, 2009 to September 30, 2010, both Mr. Gabidulin and Mr. Erofeev provided consulting services to the company as per unwritten arrangement at $2,000 per month. On February 16, 2011 the Company issued 1,280,000 restricted shares of common stock in the capital of the Company at a deemed price of $0.05 per share to settle the amounts totalling $64,000 owed to the Company’s President and Chief Financial Officer.2011.20122013 and February 28, 2011.33GRANTS OF PLAN BASED AWARDS Estimated Future Payouts UnderNon-Equity Incentive Plan AwardsEstimated Payouts UnderEquity Incentive Plan AwardsNameGrant DateThreshold($)Target($)Maximum($)Threshold(#)Target(#)Maximum(#)All Other Stock Awards; Number of Shares of Stock or Units(#)All Other Option Awards; Number of Securities Underlying Options(#)Exercise or Base Price of Option Awards($/Sh)Grant Date Fair Value of Stock and Option Awards------------------------There were no other stock based awards under the 2012 and 2011 Stock Incentive Plan.Executive Officer Outstanding Equity Awards at Fiscal Year-EndThe following table provides certain information concerning any common share purchase options, stock awards or equity incentive plan awards held by each of our named executive officers that were outstanding as of February 29, 2012.Option AwardsStock AwardsNameNumber ofSecuritiesUnderlyingUnexercisedOptions(#)ExercisableNumber ofSecuritiesUnderlyingUnexercisedOptions(#)UnexercisableEquityIncentive PlanAwards:Number ofSecuritiesUnderlyingUnexercisedUnearnedOptions (#)OptionExercisePrice ($)OptionExpirationDateNumber ofShares orUnits ofStock ThatHave NotVested (#)MarketValue ofShares orUnits ofStock ThatHave NotVestedEquityIncentivePlanAwards:NumberofUnearnedShares,Units orOtherRightsThat HaveNotVestedEquityIncentive PlanAwards:Market orPayout Value ofUnearnedShares, Units orOther RightsThat Have NotVestedOleg GabidulinChief Executive Officer, President———$——————Vadim ErofeevChief Financial Officer, Treasurer———$——————Marina Sherbatenko, Secretary———$——————3429, 201228, 2013 and as of the date of this Report: (i) by each of our directors, (ii) by each of the Named Executive Officers, (iii) by all of our executive officers and directors as a group, and (iv) by each person or entity known by us to beneficially own more than five percent (5%) of any class of our outstanding shares. As of February 29, 2012,28, 2013, there were 4,990,0006,500,000 shares of our common stock outstanding:(1)Applicable percentage of ownership is based on 4,990,000 shares of common stock outstanding on February 29, 2012.Percentage ownership is determined based on shares owned together with securities exercisable or convertible into shares of common stock within 60 days of February 29, 2012, for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to securities exercisable or convertible into shares of common stock that are currently exercisable or exercisable within 60 days of February 29, 2012, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Our common stock is our only issued and outstanding class of securities eligible to vote.(1) Title of Class (2) Name and address of beneficial owner (4) Percentage of Beneficial Ownership Common Yan Li, President & Director 3,980,000 61.2 % Robert Ireland, Secretary, Treasurer & Director 1,500,000 23.1 % All executive officers and directors as a group 5,480,000 84.3 % Consulting services provided byPresident and Chief Financial Officer, accrued as compensation – officers and consulting for the fiscal yearsyear ended February 29, 2012 and February 28, 2011 were as follows:35We have not entered into any transactions with our officers, directors, persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded $60,000.except Mr. Ilia Burakov, isare independent, as described in the standards for independence set forth in the Rules of the American Stock Exchange.Our director, Oleg Gabidulin, isAll of our directors are also our chief executive officer; our director Vadim Erofeev is also our chief financial officer;officers of the Company, and our director Marina Sherbatenko is also our Secretary. As a result, we therefore have only oneno independent director, Mr. Ilia Burakov.directors.29, 2012,28, 2013, and February 28, 2011,29, 2012, we engaged Ronald R. Chadwick, P.C., as our independent auditor. For the years ended February 29, 2012,28, 2013, and February 28, 2011,29, 2012, we incurred fees as discussed below: Fiscal Year Ended Audit fees $ 7,750 $ 7,750 Audit – related fees Nil Nil Tax fees $ 500 750 All other fees Nil 1,320 EXHIBITNUMBER DESCRIPTION3.13.1* Articles of Incorporation. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on April 12, 2011.Incorporation3.2Bylaws. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on April 12, 2011.4.2Subscription Agreement. Incorporated by reference to the Company’s Registration Statement on Form S-1 filedEmployment Agreement with the SEC on April 12, 2011.10.1ConsultingEmployment Agreement President. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on April 12, 2011.10.2Consulting Agreement, C.F.O. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on April 12, 2011.10.3Debt Settlement Agreement, President. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on April 12, 2011.10.4Debt Settlement Agreement, C.F.O. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on April 12, 2011.31.12002*2002.*U.S.CU.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*U.S.CU.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 Filed herewith.JIU FENG INVESTMENT HONG KONG LTD. LIBERTY VISION, INC.Date: May 30, 2013 Oleg GabidulinOleg Gabidulin (Principal Executive Officer) and DirectorPrincipal Executive Officer and Director Date:May 8, 201237SIGNATURESBy: TITLEDATELi Yan /s/ Oleg GabidulinCEO and DirectorMay 8, 2012 Oleg GabidulinPrincipal Executive Officer and Director Date: May 30, 2013 By: /s/ Vadim ErofeevRobert IrelandRobert Ireland Treasurer, CFO, Principal AccountingChief Financial Officer,Principal Financial Officer and DirectorMay 8, 2012 Vadim Erofeev/s/ Marina SherbatenkoSecretary and DirectorMay 8, 2012 Marina Sherbatenko/s/ Ilia BurakovDirectorMay 8, 2012 Ilia Burakov38